By-Laws of the Faculty Club University of California, San Diego, Inc.

A Nonprofit California Corporation

ARTICLE I: OFFICES

The principal office of the corporation in the state of California shall be located on the San Diego campus of the University of California, county of San Diego.

ARTICLE II: MEMBERSHIP

SECTION 1. Classes of Members

The corporation shall have seven classes of members, which shall be as follows:

  1. Active Membership. Persons with salaried or non-salaried academic or staff appointments and graduate students in good standing with the University of California, San: Diego; and, Persons who are on retirement status with the University of California, San Diego; and, Community Members who are persons who show an interest in the educational and intellecutal life of the community; and, Persons at other non-profit research institutions who contribute significantly to the academic life of the campus: are eligible for active membership.
  2. Chancellor’s Associates; shall be Associate Members
  3. Business Membership. Businesses located in the vicinity of the University of California, San Diego, which either significantly support or contribute to the educational and intellectual life of the community, but which are not eligible under Section 1A of Article II, may be nominated for business membership by two active members in good standing. Approval of the nomination for business members by a two-thirds vote of the, board of directors shall constitute an election to business memberships
  4. Temporary Membership. Academic visitors at the University of California, San Diego while in residence at the University of California, San Diego; and Persons specified in Section 1A of Article II who have appointments of less than nine (9) months' duration; and Persons and businesses specified in Section 1B or 1C of Article II who have been nominated for community or business membership by two active members in good standing until such nomination is either approved or disapproved by the board of directors; 
  5. are eligible for temporary membership.
  6. Honorary Membership. A person who has made a unique contribution to the development of or benefit of the University of California, San Diego, shall be eligible for honorary membership. Nomination to such a membership status may be made only by two active members in good standing. The approval of a nomination for honorary membership by a unanimous vote of the board of directors and by a two-thirds, vote of the active membership shall constitute an election to such membership status.
  7. Guest Membership. Academic visitors of two months or less at the University of California, San Diego while in residence at the University of California, San Diego; and, Members of other faculty clubs with which there are reciprocal agreements; and, Others approved by the board of directors are eligible for guest membership.
  8. Department Membership. Official units of the University of California, San Diego; and, University of California, San Diego organizational and support groups approved by the board of directors are eligible for department membership.

SECTION 2. Rights and Privileges of Members

  1. Active dues paying members in good standing shall be entitled to full, privileges, of use of the club facilities operated by the corporation in accordance with the regulations of the board of directors regarding such use.
  2. Active dues paying members shall be entitled to vote and hold office in the corporation. Each active member shall be entitled to one vote on each matter submitted to a vote of the membership.
  3. All members may extend guest privileges to their families, other members of their institution, in accordance with the regulations of the board of directors regarding such privileges. This Section 2 of Article II shall not limit the board of directors from adopting regulations which grant more liberal use of club facilities by members and shall not limit the board of, directors from delegating authority to the club's executive director to approve exceptions to this Section 2C of Article II.
  4. No member shall have any property right in the property of the corporation, nor any right to receive property therefrom upon liquidation, dissolution, winding up or abandonment of the corporation.

SECTION 3. Membership Fees and Dues

  1. The board of directors may from time to time determine the amount of fees, if any, and annual dues payable to the corporation by active, community, business department and temporary members.
  2. Honorary and guest members shall be exempt from the payment of fees and dues. Department members shall be exempt from the payment of initiation fees.
  3. The board of directors may exempt members absent from the San Diego area for a period of three months or more from the payment of dues during such period of absence and provided that the member shall have given prior written notice to the secretary of the intention to be absent. Members shall not be exempt from the payment of dues during times when such members are on vacation, for less than a three month period or during normal breaks in the academic calendar of the University of California, San Diego.

SECTION 4. Termination of Membership

  1. A member may resign at any time by delivering or mailing to the corporation a written notice of resignation which shall become effective at the end of the month on which receipt occurred.
  2. Any member who resigns or whose membership is otherwise terminated shall remain liable for all fees and dues which accrued prior to the date of such resignation or termination.

SECTION 5. Transfer of Membership

Membership in this corporation is not transferable or assignable.

SECTION 6. Reinstatement

Any person whose membership has been automatically terminated for indebtedness to the corporation or any person who has resigned from membership in the corporation may be reinstated subject to the following conditions:

  1. The indebtedness of such person as of the date of termination or resignation shall be paid.
  2. The majority vote of the board of directors shall settle any challenges as to the legitimacy of indebtedness to the club.
  3. The board of directors shall approve of such reinstatement by majority vote.
  4. The payment by such person of either a reinstatement fee of one year's dues or of the regular dues which accrued during the period commencing on the date of termination or resignation and ending on the date of proposed reinstatement.

ARTICLE III: MEETINGS OF MEMBERS

SECTION 1. Annual Meetings

An annual meeting of the members shall be held on the third Tuesday in the month of May in each year beginning with the year 1994 at the hour of five o'clock for the purpose of receiving the report of the nominating committee and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of California, such meeting shall be held on the next succeeding business day.

SECTION 2. Special Meetings

Special meetings of the members may be called by the president; or by not less than ten (10) members having voting rights by written request delivered personally or sent by registered or certified mail to the president.

SECTION 3. Place of Meetings

The board of directors may designate any place within the state of California as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the club facilities located at the University of California, San Diego campus.

SECTION 4. Notice of Meetings

Notice of each annual and special meeting shall be given either personally or by mail or by other means of written communication, addressed to each member entitled to vote at such meeting, and shall be sent to each member not less than ten (10) or more than sixty (60) days prior to the date of the meeting. Such notice shall state specifically the place, day and hour of the meeting.

SECTION 5. Proxies

At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid for more than one such meeting.

ARTICLE IV: BOARD OF DIRECTORS

SECTION 1. Number and Powers

The affairs of this corporation shall be managed and controlled by a board of directors consisting of ten (10) elected members and four (4) appointed members. Only active members in good standing shall be eligible to serve as directors. The appointed members shall consist of the University of California, San Diego chancellor or his or her designee, vice chancellor of administration or his or her designee, and vice chancellor of business affairs or his or her designee and vice chancellor of external relations or his or her designee. Until their successors are designated as herein provided, the persons named in the articles of incorporation shall compose the board of directors of this corporation. The powers and duties of the board of directors are:

  1. To choose from their number a president, vice president, secretary and treasurer; to prescribe for these officers such duties as may not be inconsistent with law, the articles of incorporation and these bylaws; to appoint and remove the club executive director at the pleasure of the board and with the concurrence of the University of California, San Diego chancellor; to appoint and remove at the pleasure of the board, other agents and employees of the corporation, to prescribe their duties and to fix the compensation of agents and employees of the corporation.
  2. To conduct, manage and control the affairs of the corporation, and to make such regulations therefor not inconsistent with law, the articles of incorporation, and these bylaws.
  3. To appoint membership, program, house, auditing, nominating and other committees, and subject to the provisions of law, to delegate such powers thereto as they deem advisable.

SECTION 2. Election and Term of Office

Except as otherwise provided in this section, five (5) of the elected directors shall be elected each even numbered year, and) five (5) of the elected directors each odd numbered year; each director shall serve as such for a period of two (2) years following his or her election and until his or her successor is elected. Each appointed director shall serve until his or her successor is appointed.

A nominating committee appointed by the president in consultation with the board of directors shall nominate a candidate for each elected office and shall present its report to the annual meeting of members. Additional nominations may be made from the floor. The election of directors shall be by vote of the active membership in good standing and shall be conducted by mail immediately following the annual meeting of members in such manner as the board of directors shall determine.

In the event of a vacancy among the elected board of directors, the remaining directors shall elect an active member to fill out the unexpired term, or to serve until the next annual meeting of voting members and the election of a successor, whichever shall first occur.

SECTION 3. Meetings

  1. Call. Special meetings may be called at any time by the president, or if he or she is absent or unable or refuses to act, by any two directors.
  2. Time and Place. Regular meetings of the board of directors shall be held monthly at a time and place acceptable to all directors.
  3. Notice. Written notice of the time and place of special meetings of the board of directors shall be delivered personally to each director, or sent to each director by mail or by other form of written communication at least five days before the meeting.
  4. Waiver of Notice. The transactions of any meeting of the board of directors, however called and noticed or wherever held, are as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice of consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made part of the minutes of the meeting.
  5. Quorum. Six directors, of which at least three are elected directors, shall constitute a quorum of the board for the transaction of business, except as is otherwise provided by these bylaws. Every act or decision done or made by the majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors.
  6. Voting. Each director shall have but one vote at any meeting.

SECTION 4. Removal

An elected director shall be removed if, at a special meeting of the active members in good standing called for the purpose of considering such removal, a majority vote in favor of the removal. Upon the written petition of twenty (20) active members in good standing, requesting such removal, the secretary shall give thirty (30) days' written notice to the active membership of such special meeting. In the event that the elected director is removed at said special meeting, a new director shall be elected by a majority vote of the active members attending said meeting, and said new director shall fill out the unexpired term of the removed director.

SECTION 5. Regulations

The board of directors may adopt such regulations concerning services at the club facilities; use of the club facilities, guest privileges, dues and assessments, and such other matters involving the operation of the club facilities and the business of this corporation as are not inconsistent with law, the articles of incorporation, or these bylaws. All such regulations shall be adopted by majority vote of the board of directors, and shall be posted on the corporation bulletin board for a period of two weeks following enactment.

ARTICLE V: OFFICERS

SECTION 1. Designation

The officers of the corporation shall be a president, one or more vice presidents (the number thereof to be deterrhined by the board of directors), a secretary, a treasurer, and such other officers as may be affected in accordance with the provisions of this article. The board of directors may elect or appoint such other officers including one or more assistant secretary and one or more assistant treasurers as it shall deem desirable. Such officers to have the authority and perform the duties prescribed from time to time by the board of directors.

SECTION 2. Election

The officers of the corporation shall be elected annually by the board of directors at the first meeting of directors following the election, of elected directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his successor is elected or appointed and qualified, or until his resignation, death or removal. Vacancies in offices shall be filled by election by the board of directors at any time to serve such unexpired terms.

SECTION 3. Removal and Resignation

Any officer elected or appointed by the board of directors may be removed during his term by majority vote of the board of directors whenever in its judgment, removal would serve the best interests of the corporation.

The resignation of an officer shall be tendered in writing to the secretary, and, if ,accepted, shall be effective as of the date of acceptance by the board of directors.

SECTION 4. President

The president shall be principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He or she shall preside at all meetings of the members and of the board of directors. He or she may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any contract or other instrument which the board of directors have authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, or by these by-laws, or by statute to some other officer or agent of the corporation, and in general he or she shall perform all duties incident to the office of the president, and such other duties as may be prescribed by the board of directors from time to time.

SECTION 5. Vice President

In the absence of the President, or in the event of his or her inability or refusal to act, the vice president, or in the event there be more than one vice president, the vice presidents in order of their elections shall perform the duties of the president, and when so lacking, shall have all the powers of and be subject to all of the restrictions upon the president. Any vice president shall perform such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

SECTION 6. Treasurer

If required by the board of directors, the treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as may be selected in accordance with Article VI of these bylaws, and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

SECTION 7. Secretary

The secretary shall keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; see that all notices are daily given in accordance with the provisions of these bylaws, or as required by law, be the custodian of the corporate records; and keep a register of the post office address of each member which shall be furnished to the secretary by such member; and in general perform all the duties incident to the office of secretary, and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

ARTICLE VI: CONTRACTS, CHECKS, DEPOSIT AND FUNDS

SECTION 1. Contracts

The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officer so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and behalf of, the corporation, and such authority may be general or confined to specific instances.

SECTION 2. Checks

>All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as from time to time be determined by resolution by the board of directors.  In the absence of such determination by the board of directors, such instrument shall be signed by the treasurer or an assistant treasurer and counter signed by the president or a vice president of the corporation.

SECTION 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories, as the board of directors may select.

SECTION 4. Gifts

The board of directors may accept on behalf of the corporation any contribution, gift, bequest or device if for the general purposes, or for any special purpose of the corporation.

ARTICLE VII: FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January, and end on the last day of December in each year.

ARTICLE VIII: BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its members, boards, board of directors, and committees having any of the authority of the board of directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. The books and records of account shall be audited by an external auditor at the close of the fiscal year, and prior to each annual meeting. All books and records of the corporation may be inspected by any member, or by any person appointed to do so by the chancellor of the University of California, San Diego, for any proper purpose, at any reasonable time.

ARTICLE IX: CLUB FACILITIES

The primary consideration in the operation of the club facilities and the operations of the corporation shall be the needs of the faculty and administrative staff of the University of California, San Diego, in furthering the educational purposes of the university.

ARTICLE X: AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed, and new by-laws may be adopted by a unanimous vote of the directors present at any regular meeting or at any special meeting, if at least ten (10) days' written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting except that a change in the number of directors shall require approval by a majority of the voting members.

ARTICLE XI: CONFLICT OF INTEREST

SECTION 1. Personal Gain

  1. No salaries, consulting fees, loans, or perquisites shall be paid by the corporation to its board of directors, officers, members or to employees of the University of California, San Diego without prior written approval of the chancellor of the University of California, San Diego. No salary, consulting fee, loan or perquisite shall be paid by the corporation to the chancellor of the University of California Without prior written approval of the president of the University of California.
  2. Business transactions of the corporation involving the personal business affairs of a director, officer, member or employee of the corporation or employee of the University of California, San Diego shall be approved in advance by the board of directors. In addition, directors, officers or employees of the corporation shall disqualify themselves from making, participating in making, or in any way attempting to use their official positions to influence a decision in which they have or would have a financial interest.
  3. No director, officer, employee or member of the corporation shall accept from any source any gift or gratuity that is offered or reasonably appears to be offered because of the position held with the corporation by the individual, nor shall an offer of a gift or gratuity be extended by such an individual on a similar basis. A gift or gratuity means any payment to the extent that consideration of equal or greater value is not received but does not include informational material, such as books, reports, calendars, or other unsolicited promotional material. A gift does not include modest entertainment, such as a meal or refreshments in connection with meetings, conferences, or public ceremonies, or home hospitality. This provision applies to the indiviual and does not apply to gifts offered to or by the corporation as an organization.
  4. In compliance with the policy of the University of California, the Ida and Cecil Green Faculty Club does not discriminate on the basis of race, color, national origin, religion, sex, sexual preference, handicap, age, or marital status. This nondiscrimination policy covers membership selection, activities, policies and practices of the organization.
  5. If the Ida and Cecil Green Faculty Club should ever dissolve, any remaining assets held in its name shall be transferred within three (3) months to The Regents of the University of California or the UC San Diego Foundation.