AAUP

Michigan Conference


American Association of University Professors

 
CONSTITUTION

AND

BY-LAWS




THE MICHIGAN CONFERENCE

OF THE

AMERICAN ASSOCIATION

OF

UNIVERSITY PROFESSORS





AMENDED MAY 1993
AMENDED MAY 1997
AMENDED MAY 1998
AMENDED APRIL 1999
AMENDED APRIL 2003
AMENDED APRIL 2006

CONTENTS

Article

  1. Name and Affiliation
  2. Purpose
  3. Affiliation by Chapters
  4. General Organization
  5. The Executive Board
  6. The Council of Presidents
  7. The General Membership
  8. Committees
  9. Limitations on Operations
  10. Volunteer Directors
  11. Corporate Action Without a Meeting
  12. Amendments to the Constitution and By-laws
  13. By-Laws

ARTICLE I
NAME AND AFFILIATION

  1. This organization shall be named the Michigan Conference of the American Association of University Professors. It is incorporated as a non-profit Michigan corporation. Hereinafter it is referred to as "the Conference" or "the Corporation".

Contents

ARTICLE II
PURPOSES

  1. The Corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the strengthening of higher education in Michigan, the promotion of the objectives and programs of the American Association of University Professors (AAUP), assisting chapters of AAUP within Michigan and the fostering of joint action of these chapters on matters pertaining to higher education in Michigan.

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ARTICLE III
AFFILIATION BY CHAPTERS

  1. This Conference is primarily a federation of AAUP chapters in Michigan. Eligible for affiliation are chapters now in existence and those subsequently organized in the state.

  2. For the purposes of participating in the affairs of the Conference and of receiving its services a chapter shall be considered an affiliate if it is not more than one year in arrears in paying its dues to the Conference.

  3. A newly-organized chapter is eligible for affiliation as soon as that chapter has been officially recognized by the national office. It shall become an affiliate when it accepts the invitation of the Executive Board to affiliate with the Conference. If the National Association removes a chapterís charter, that chapter shall lose its Conference affiliation.

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ARTICLE IV
GENERAL ORGANIZATION

  1. The State Conference shall consist of four elements, each the subject of a subsequent article of this Constitution.

  2. The Executive Board (Article VI) shall consist of the President, Vice-President, Secretary, Treasurer, the immediate Past President and five elected and up to two appointed at-large members plus, as non-voting ex-officio members, the appointed Editor (if any) of the Conference Newsletter, the Executive Director, the Chairpersons of the Conference Committees and the National AAUP Council members from the AAUP district in which Michigan belongs.

  3. The Council of Presidents (Article VI), shall consist of the president from each affiliated chapter.

  4. The General Membership (Article VII) shall consist of all members of chapters which are affiliates of the Conference and all unaffiliated AAUP members in the state. [Unaffiliated" means an active AAUP member (by National standards) within Michigan who does not belong to an active AAUP chapter.]

  5. The Annual Meeting of the Conference general membership (Article VII) shall be held on March 15 of each year or at most 90 days after that date. The Annual Meeting of the Board of Directors shall be held on March 15 of each year or at most 90 days after that date. Notice of the date, time and place of these meetings shall be given at least 30 days in advance to the Executive Board and the Presidents of the affiliated chapters.

  6. Standing and Special Committees (Article VIII).

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ARTICLE V
THE EXECUTIVE BOARD

  1. The Conference, by vote of official AAUP delegates at the Annual Meeting shall elect a president, a vice-president, a secretary, a treasurer and five at-large members of the Executive Board. The Executive Board at a regularly-scheduled meeting may appoint, by two-thirds vote of its enfranchised members, up to two additional at-large members with full voting rights for terms beginning immediately and expiring after its next Annual Meeting. These appointments as at-large member shall be for the purpose of enhancing the breadth of the chapters represented on the Executive Board. No person shall serve in this capacity for more than four consecutive years.

  2. The President and the Vice-President shall be elected to full terms at the same annual meeting held during even-numbered years. The Secretary and Treasurer shall be elected to full terms at the same annual meeting held during odd-numbered years. Three Executive Board Members shall be elected to full terms at the same annual meeting as the President and the Vice-President. Two Executive Board members shall be elected to full terms at the same annual meeting as Secretary and Treasurer. Unless otherwise stipulated, all terms of the Executive Board members begin and end at the close of the Annual Meeting of the Conference. Any office vacated by the expiration of term shall be filled by election at the meeting Annual Meeting of the membership Conference. The elected officers (with the exception of the treasurer, who shall assume office by July 1) shall assume their positions at the close of that meeting. If the presidency becomes vacant prior to the expiration of a term, the vice-president shall succeed to that office. If any office other than the presidency becomes vacant during a term, that office shall be filled by the Executive Board. Any person holding an office as replacement for another (excluding the replacement in the presidency) shall serve until the next Annual Meeting of the Conference, at which the delegates shall elect someone to serve for the unexpired portion of the term. However, a vice-president succeeding to the presidency shall remain in office until the end of the term to which the president was elected.

  3. The president shall serve for a two-year term and shall be eligible for immediate re-election only once. As principal elected officer, the president shall be generally responsible for directing work of the conference. The president shall chair the Executive Board meetings and meetings of the general membership.

  4. The vice-president shall serve for a two-year term and shall be eligible for immediate re-election only once. The vice president shall serve as president pro tempore in the absence of or during the temporary disability of the president and, if the presidency becomes vacant during a term, shall succeed to that office. Succession to the presidency shall not affect eligibility for subsequent election to that office for two successive full terms.

  5. The secretary shall serve for a two-year term and shall be eligible for immediate re-election once. The secretary shall be responsible for the maintenance of the official records of the Conference, shall ascertain the number of members in each chapter, and shall certify the number of official annual meeting delegates to which each chapter is entitled in accordance with Article VII:6.

  6. The treasurer shall serve for a two-year term and shall be eligible for immediate re-election once. The treasurer shall be responsible for the receipt of all Conference monies and for the discharge of all financial obligations of the Conference and shall regularly present financial reports to the Executive Board and to the annual meeting of the general membership.

  7. The elected members at-large of the Executive Board shall be elected for two-year terms.

  8. The immediate past-president shall be the most recent past president willing and able to serve as a member of the Executive Board. However, a person who resigns as president is ineligible to be designated immediate past-president.

  9. The editor of the Conference newsletter shall be appointed by the President, with approval by the Executive Board; the Editor may be the Executive Director of the Conference. The length of the term, to be stipulated at the time of appointment, shall be specifically reviewed at least once every three years. This person shall be responsible for editing and publishing the newsletter as authorized by the Executive Board.

  10. The Executive Director shall be appointed by the Executive Board. The length of the term and other pertinent conditions of appointment (including financial arrangements, duties and responsibilities) shall be stipulated at the time of appointment and shall be reviewed annually.. As the person in charge of the Conference office, the Executive Director shall be responsible for its effective and economic management.

  11. Persons eligible for membership on the Executive Board shall be Active members of the general membership (see Article IV:4), except that at institutions at which the AAUP is the collecting bargaining agent, members shall be eligible only if they are members of the bargaining unit.

  12. The Executive Board shall meet at least once a year. Additional meetings may be called by the President, Vice-President or any two members of the Executive Board, subject to notice as for the Annual Meeting of the Executive Board. Its meeting shall be open to all AAUP members unless the Board officially rules that it is to meet in Executive Session. The Presidents of all Michigan AAUP Chapters shall be invited to all Executive Board Meetings.

  13. As a body the Executive Board shall pursue the work of the Conference, including such specific assignments as the Council of Presidents or the general membership give to it.

  14. On condition that all members of the Executive Board (excepting the National Councils members from outside Michigan) have been duly called to a meeting and have been apprised of the agenda, a quorum shall consist of a majority of its franchised members. For the purpose of determining a quorum at Executive Board meetings it shall be the voting members listed in ARTICLE IV:2.

  15. The President shall have the responsibility to interpret the Constitution. The Presidentís interpretations may be overruled by the Executive Board at its next meeting. All interpretations the President and the Executive Board make shall be recorded in its minutes and reported to the general membership at the next annual meeting.

  16. The Executive Board shall manage the affairs of the Conference in accordance with the Constitution. The powers and duties of the Executive Board shall include the following specific matters:

    1. Authorize establishment and dissolution of standing and special committees, approve changes to them, and approve the presidentís appointments of their members; review committee deliberations and actions and approve committee reports;

    2. Establish the Conference budget;

    3. Determine, the level of Conference fees, these to be stipulated in the By-laws;

    4. Determine the site and program of the annual meeting and of special meetings of the general membership;

    5. Review the minutes of annual and special meetings of the general membership and establish the official record of proceedings of those meetings;

    6. Approve resolutions on behalf of the Conference when the schedule of general membership meetings precludes timely action by that body;

    7. Act, upon allegations of nonfeasance or malfeasance on the part of any Conference officers. If by a two-thirds vote this body finds the allegations sustained, it shall declare the office vacant.

    8. Nominate, through a Committee appointed by the President, candidates for Conference offices. Said nominations shall be submitted to the General Membership at the Annual Business Meeting.

  17. The President and Vice-President, by virtue of their offices, shall be the conference delegates to the Annual Meeting of the American Association of University Professors. The President, Vice-President, Secretary and Treasurer, by virtue of their offices, shall be the conference delegates to the Annual Meeting of the Assembly of State Conferences of the American Association of University Professors.

Contents

ARTICLE VI
THE COUNCIL OF PRESIDENTS

  1. The Council of Presidents shall meet and carry out responsibilities as determined by the Executive Board.

Contents

ARTICLE VII
THE GENERAL MEMBERSHIP

  1. The Annual Meeting of the Conference shall be a meeting of the General Membership. This annual meeting shall be primarily a plenary session of the members. The program shall consider matters of significance to the professiorate and higher education in Michigan. The agenda shall include a session devoted to the transaction of Conference business.

  2. Upon recommendation by the Executive Board or at the request of any three chapters, the president shall call a special meeting of the general membership. The President shall call such special meeting not less than thirty calendar days nor more than ninety calendar days from the date the President receives notice of the call for a special meeting. The rules for convening such a special meeting shall be the same as those used for the Annual Meeting of the Conference.

  3. All those in the general membership are (except as otherwise directed by this Constitution or By-Laws) eligible to participate in the annual and special meetings of the Conference.

  4. The president shall appoint a parliamentarian for each meeting of the general membership.

  5. The powers and duties of the general membership shall include these specific matters:

    1. Direct the Executive Board to undertake particular assignments on behalf of the Conference.

    2. Elect Conference officers and members of the Executive Board.

    3. Approve the level of conference dues and fees.

    4. Effect changes in the Constitution and By-Laws.

    5. Act upon resolutions offered for consideration by the general membership.

  6. The following provisions for voting at meetings of the general membership shall obtain:

    1. Delegates to a general membership meeting shall be selected by member chapters in accordance with the provisions of their Constitution and By-Laws. The number of delegates to which a chapter is entitled shall be determined by the number of persons on its membership list at the end of January of each year. Each chapter shall be entitled to one delegate for each twenty of its members, plus one for any next major fraction thereof.

    2. In a non-proportional vote each member of the general membership shall be entitled to one individual vote.

    3. On request of one-fifth of the delegates present, a proportional vote shall be taken. In such vote, the accredited delegates from each chapter shall be collectively entitled to a number of votes equal to the numbers of persons on its local membership list as of the end of January of that year. Any person in the general membership not belonging to a chapter thus represented shall be entitled to an individual vote. In case a chapter has more than one delegate, the total votes to which that chapter is entitled shall be allocated as determined by that chapter. When a proportional vote is called, a majority of delegates present may require that the vote be by mail.

    4. Delegates representing a majority of the affiliated chapters shall constitute a quorum for the purpose of transacting business at meetings of the general membership.

Contents

ARTICLE VIII
COMMITTEES

  1. By action of the Executive Board, the Conference shall establish such standing and special committees as in its judgment promises to advance the work of this Conference. Its power to establish a committee entails the power to dismiss it.

  2. The Executive Board shall determine the size, composition, length of membersí terms, and the essential charge to each committee. It shall advise the president regarding, and consent to the presidentís appointment of, committee members.

  3. Substantive changes in the charge to a committee, proposed by the committee itself or by others, shall be subject to approval by the Executive Board;

  4. All Active members (as determined by standards of the National Association) in the state shall be eligible for membership on committees. Where the Executive Board deems it appropriate, other qualified persons, whether AAUP members or not, may be appointed to serve on Conference committees.

  5. Committee meetings shall be open to all AAUP members unless a committee officially rules that it is to meet in executive session.

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ARTICLE IX
LIMITATIONS ON OPERATIONS

  1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members. Directors or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II.

  2. The corporation shall not participate in, or intervene in (including the publishing or distributing of any statements) any political campaign on behalf of any candidate for political office.

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ARTICLE X
VOLUNTEER DIRECTORS

  1. A Volunteer Director (Executive Board member) is not personally liable to the Corporation or its members for monetary damages for a breach of the Directorís fiduciary duty. However, this provision shall not eliminate or limit the liability of a Director for any of the following:

    1. A breach of the Directorís duty of loyalty to the Corporation or its members.

    2. Acts of omission not in good faith or that involve intentional misconduct or a knowing violation of law.

    3. A violation of Section 551(1) of the Michigan Nonprofit Corporation Act (M.C.L.A. Section 450.1551(1))

    4. A transaction from which the Director derived an improper personal benefit.

    5. An act or omission that is grossly negligent.

  2. If the Michigan Nonprofit corporation act is amended to authorize further delineation or limitation of the liability of volunteer directors, the liability of a Volunteer Director of this corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Nonprofit Corporation Act as amended in this Constitution. No amendment or repeal of this act shall apply or have any effect on the liability or alleged liability of any Volunteer Director of the Corporation for or with respect to any act or omissions of any Volunteer Director occurring before the effective date of any such amendment or repeal.

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ARTICLE XI
CORPORATE ACTION WITHOUT A MEETING

    The Executive Board can act without a prior meeting by unanimous written consent of all enfranchised Directors. When action is taken by unanimous written consent, it is not necessary for all enfranchised Directors to sign the same document. Consent resolutions can be mailed to all enfranchised Directors, and the individually signed copies can be filed with the Secretary. No action taken by consent resolution is authorized until all enfranchised Directors have signed.

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ARTICLE XII
AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

  1. Amendments to this Constitution may be proposed by any affiliated chapter, by the Executive Board, or by any Conference committee. Such proposals shall be submitted in writing to the secretary at least sixty days before the general membership meeting at which they are to be considered and shall be communicated to the affiliated chapters at least thirty days prior to that meeting. Enactment of amendments shall require a two-thirds majority of those present and voting.

  2. By-laws may be adopted or altered at any meeting of the general membership by a simple majority of those present and voting, provided that written notice of the proposed By-laws or alterations in existing ones has been furnished to chapters at least thirty days prior to that meeting. Actions on By-Laws take effect at the close of the meeting at which they are approved.

  3. Amendments submitted after the deadline in Section one may be considered by the Annual Meeting only if three fourths of the delegates vote to do so.

Contents

BY-LAWS

  1. Rules of Order. Except as otherwise provided in the Constitution or By-Laws, meetings shall be governed by Robertís Rules of Order (latest edition).

  2. Dues and Fees.

    1. Each non-collective bargaining chapter shall be assessed $28.00 per year per national member at its chapter in 1997 and adjusted each succeeding year per by-law 2.6. Conference fees for national "active entrant" members at non-collective bargaining chapters shall be $28.00 per year in 1997 and adjusted each succeeding year as per by-law 2.5.

    2. Each collective bargaining chapter shall be assessed $28.00 per year per national member its chapter in 1997 and adjusted each succeeding year as per by-law 2.5.

    3. In addition, a collective bargaining (CB) chapter shall be assessed an additional CB dues of $7.00 per local member per year.

    4. Fees for unaffiliated Conference members shall be $28.00 per year in 1996 and adjusted each succeeding year as per by-law 2.5.

    5. In each succeeding fiscal year Conference fees shall change by a percentage equal to the average percentage change in faculty salaries in Michigan as reported by the National AAUP Salary survey. The percentage change shall be applied to the base dues for each category of dues/fees and rounded off to the nearest dollar on a cumulative basis.

    6. Fees for members who are part-time faculty shall be one-half the fee charged per year for each national member in its chapter and adjusted each succeeding year per by-law 2.5.

    7. Conference fees for all categories of members shall be reduced to one-half the regular amount during the time period when a chapter participates in a ďhalf-duesĒ program with national

  3. Fees for New Chapters. Upon request of a newly organized chapter and with the concurrence of the Executive Board, that chapterís first yearís membership fees shall be rebated.

  4. Fees for New Collective Bargaining Chapters. The first full year a chapter is the collective-bargaining agent, 100% of its CB fees shall be rebated to the chapter; the second year, 60%; and the third year, 25%.

  5. Sequestered Fund. 25% of CB dues/fees collected under by-law 2.3, shall be placed in a sequestered fund. This fund can only be used to meet extraordinary expenses of a chapter already in collective bargaining or expenses arising from a matter of state-wide importance to collective bargaining. Expenditures from this fund shall be recommended by Committee N and authorized by the Executive Board.

  6. Audit. The financial records of the Conference shall be audited every third year by an external agency. In the remaining years, this audit with be performed by an internal audit committee. The report of the audit will be presented to the Executive Board and to the delegates attending the Annual Meeting.

  7. Nominating Committee. No later than March 1, the nominating committee shall develop a slate of candidates for Conference offices to become vacant. It shall make every reasonable effort to present at least two nominees for each vacancy and to present a slate which will enable the general membership to select a broadly representative Executive Board. It shall report these nominations to the Executive Board and to Michigan Chapter Presidents at least one month before the Annual Meeting of the Conference.

  8. Voting. A member or delegate not present at a meeting of the general membership shall not be eligible to vote at that meeting. Votes at all meetings (Executive Board, general membership) shall be reported in terms of ayes and nays, abstentions not counting in determining a decision.

  9. Resolutions. Resolutions proposed by chapters shall be submitted to the secretary at least thirty days before the meeting at which they are to be considered. Other resolutions may be presented to the meeting only if they concern matters which have arisen subsequent to the stated deadline.

  10. Dissolution. In the case of the liquidation or dissolution of the Michigan Conference - AAUP, the last Executive Board shall cause all of the property and assets of the association of every kind and nature and whatsoever situation, including those in the hands of the Executive Board to be assigned, transferred and conveyed to the American Association of University Professors (AAUP), with offices currently located at 1012 Fourteenth street, NW, Suite 500, Washington, D.C. 20005.

    ADOPTED:__April 8, 2006_______________

    SECRETARY:_Sheila Teahan_____________

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