BY-LAWS OF
THE FACULTY
CLUB
UNIVERSITY OF
CALIFORNIA, SAN DIEGO, INC.
A Nonprofit California
Corporation
ARTICLE III: MEETINGS OF MEMBERS
ARTICLE IV: BOARD OF DIRECTORS
ARTICLE VI: CONTRACTS, CHECKS, DEPOSIT AND FUNDS
ARTICLE VIII: BOOKS AND RECORDS
ARTICLE X: AMENDMENTS TO BYLAWS
ARTICLE XI: CONFLICT OF INTEREST
ARTICLE I
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
SECTION 1. Classes of
Members
The corporation shall have
seven classes of members, which shall be as follows:
A. 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.
B. Chancellor’s Associates; shall be Associate Members
C. 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
D. 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;
are eligible for temporary
membership.
E. 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.
F. 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.
G. 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
A. 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.
B. 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.
C. 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.
D. 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
A. 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.
B. 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.
C. 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
A. 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.
B. 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:
A. The indebtedness of such person as of the date of termination or
resignation shall be paid.
A.1 The majority vote of the
board of directors shall settle any challenges as to the legitimacy of
indebtedness to the club.
B. The board of directors shall approve of such reinstatement by
majority vote.
C. 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
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
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:
A. 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.
B. 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.
C. 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
A. 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.
B. Time and Place. Regular
meetings of the board of directors shall be held monthly at a time and place
acceptable to all directors.
C. 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.
D. 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.
E. 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.
F. 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
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
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
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
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
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
SECTION 1. Personal Gain
A. 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,