SAN DIEGO FACULTY ASSOCIATION CHAPTER OF THE AMERICAN ASSOCIATION OF UNIVERSITY PROFESSORS (SDFA/AAUP) BY-LAWS

ARTICLE I. NAME

The name of this organization, referred to as “Association” in these by-laws, is the San Diego Faculty Association Chapter of the American Association of University Professors, properly abbreviated SDFA/AAUP.

ARTICLE II. PURPOSES AND FUNCTIONS

Section 1.
The Association shall operate as a social welfare organization under Section 501(c)(4) of the Internal Revenue Code for the below stated purposes. The Association is formally chartered by the national AAUP, which is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code and, as a chartered entity, shall work in harmony with the national AAUP.

Section 2.
The Association shall have as its general objectives: to further the professional and scholarly values held by the faculty, to protect those privileges and responsibilities traditionally reserved to the faculty for the purposes of maintaining and improving the academic quality of the campus, and to improve the economic status and general welfare of the faculty.

Section 3.
The Association shall have as its principal functions:
a. It will inform, consult with, and seek to represent faculty interests to all agencies whose decisions affect the faculty. It will gather and disseminate information to the faculty on issues before the legislative and executive branches of California’s government, other relevant state units dealing with higher education, campus and University administrations, and the Board of Regents.
b. It will monitor and may attempt to influence any pending legislation regarding public employee collective bargaining so as to assure members of the faculty the right to self-determination. It may, upon approval of the membership, seek to become the collective bargaining agent for the faculty.
c. It will encourage the development of, maintain contact with, coordinate its activities with, and form liaisons with parallel or similar organizations on other campuses of the University of California.

ARTICLE III. MEMBERSHIP

Section 1.
Membership in the Association is open to individuals in all categories of faculty eligible for membership in the San Diego Division of the Academic Senate, except for those holding full-time administrative positions at the rank of Provost and above.

Section 2.
The criteria for membership may be altered only on approval, in a mail ballot of the membership, by an absolute majority of the membership, or, if less than 75% of the membership cast valid ballots, by two-thirds of those casting ballots. The Executive Board shall make its views on the proposed alteration of membership criteria known to the membership at the time of mailing ballots.

ARTICLE IV. RELATIONSHIP TO THE SAN DIEGO DIVISION

The Association shall carry out its functions independent of the activities of the San Diego Division of the Academic Senate and its committees, and shall make use of none of the material resources or facilities of the San Diego Division. It shall support the principle of governance expressed in the present delegation of authority by the Board of Regents to the Academic Senate.

ARTICLE V. EXECUTIVE BOARD AND OFFICERS

Section 1.
There shall be an Executive Board of at least seven persons but not more than eleven persons. Seven members shall be elected by the members of the Association. These individuals shall comprise the Executive Board. Up to three additional members of the Executive Board and the Chair of the Information Committee may be selected from the membership of the Association by the elected members of the Executive Board. These additional four members shall comprise the Appointed Executive Board. Appointed Executive Board Members shall have all the voting rights of the Executive Board except those proscribed below.

Section 2.
The officers of the Association shall be a Chair, a Vice Chair, and a Secretary-Treasurer. The officers shall be selected by the elected Executive Board members from within their own ranks. Selection of officers shall take place following each election of Board members and officers shall serve until successors are selected. Once selected, officers may be removed by a vote of four members of the elected Board at a meeting of the Board called for that purpose.

Section 3.
The term of Board members shall be two years, beginning October 1st and ending September 30th. Initially, however, in January, 2004, seven board members will be elected and will take office immediately following the election; the term of those four not designated officers shall be until September 30, 2004; the term of the three officers shall be until September 30, 2005. The term of Appointed Executive Board members shall be two years.

Section 4.
Vacancies among elected members of the Executive Board or among its officers shall be filled by action of the elected Executive Board members; the term of appointments to the Board shall expire on the September 30th following the date of appointment and the position shall be filled by election at the next election following the date of appointment. Appointed positions may remain vacant at the discretion of the Executive Board.

Section 5.
Elections for the Board shall be by mail vote of the members in good standing as of April 1st. Ballots shall be mailed no later than May 5th.

Section 6.
There shall be a Nominating Committee for Board elections, which shall consist of three Association members in good standing as of the date of appointment (no later than April 1st). The Executive Board shall make the appointments; no member of the Board may be appointed to the Nominating Committee.

Section 7.
On or before April 10th, the Nominating Committee shall propose a candidate for each Board position to be filled at that election. On or before April 13th, the Board will distribute by mail and/or email to the members the names of the persons nominated by the Nominating Committee; such notice will also indicate that further nominations may be made on petition of 20 members in good standing as of April 1st. Such petitions shall be delivered to the Secretary-Treasurer of the Association on or before April 27th. The names of all candidates nominated by the Nominating Committee and by petition shall be placed on the ballot, with a designation of the method by which each was nominated. In the event that there are no contested positions on the ballot, the slate shall be considered elected by acclamation and the membership duly informed by regular mail and/or email.

Section 8.
Only Association members in good standing as of April 1st shall be eligible to be candidates for the Board.

Section 9.
Each member may vote for as many candidates as there are posts to be elected, and the winning candidates shall be determined by plurality vote.

Section 10.
The Board shall appoint a committee to be responsible for the conduct of the election and the counting of the vote. The Board shall announce the result of the election within seven days of the close of the ballot period.

Section 11.
The first election, to be held in January, 2004, (as indicated in section 3 above), shall be conducted by procedures parallel to those set forth in this Article, with suitable adjustments of dates.

ARTICLE VI. DUTIES OF EXECUTIVE BOARD AND OFFICERS

Section 1.
The Executive Board shall act as the governing body of the Association between Association meetings. A majority of the Board shall constitute a quorum for conduct of its business.

Section 2.
The Chair shall preside over meetings of the Association and of the Executive Board, shall issue the call for such meetings, and shall supervise the administration of the Association’s programs. The Chair, in consultation with the Executive Board, shall make such appointments to the Association’s committees as he/she sees fit (except for specific exceptions noted elsewhere in these Bylaws). The Chair shall have primary responsibility for overseeing the Association’s external relations, but may delegate specific areas of responsibility to other members of the Executive Board as warranted.

Section 3.
The Vice Chair shall assist the Chair in the supervision of the general program of the Association and shall act in the Chair’s stead at all Association and Board meetings which the Chair is unable to attend. The Vice Chair shall also serve as Chair of the Membership Committee and shall have primary responsibility for overseeing the internal operations and continued strength of the Association.

Section 4.
The Secretary-Treasurer shall be responsible for keeping the records of the Association, for preparing a record of the minutes of all regular and special meetings of the Association and all meetings of the Executive Board, and for issuing notice of the call to regular and special meetings of the Association when instructed to do so by the Chair. The Secretary-Treasurer shall also serve as the custodian of Association funds and shall be responsible for keeping these funds in a suitable depository, for keeping the Association’s financial statement up to date at all times and for making it available to the Association upon request, and for maintaining and keeping a current list of the membership in good standing, which list shall be available at any Association meeting when called for. The Secretary-Treasurer shall prepare a financial report for distribution to the membership at least once a year. The Secretary-Treasurer shall be responsible for the disbursing of funds of the Association as authorized by the Executive Board.

Section 5.
Members of the Board shall perform such other functions as the Board may determine. The Executive Board may establish such committees as circumstances require.

Section 6.
The Board shall employ such staff as is necessary for the effective functioning of the Association. The staff will operate under the direction of the Executive Board.

Section 7.
The Chair shall issue a call for a meeting of the Executive Board upon request of three members of the Board.

ARTICLE VII. STANDING COMMITTEES

Section 1.
There shall be a Membership Committee chaired by the Association’s Vice Chair responsible for the recruitment of new members to the Association. Committee members shall be appointed by the Chair in consultation with the Vice Chair.

Section 2.
There shall be an Information Committee whose Chair shall be appointed by the Executive Board and who shall serve as a member of the Appointed Board for the duration of his/her term as Chair of the Information Committee. This committee shall oversee the production and distribution of materials from the Association to faculty at UCSD, it will also maintain the Association’s websites, and, in conjunction with the Association’s Chair, shall be responsible for media relations.

ARTICLE VIII. DUES AND ASSESSMENTS

Section 1.
The dues shall be graduated by faculty rank on a twelve-month basis at the rates set by the Board for Assistant, Associate, Full, and Emeriti Professors. The Board may develop a comparable and equitable dues structure to cover persons holding other titles, members on leave, and other special categories.

Section 2.
Dues shall be adjusted annually in accordance with the formula by which the AAUP adjusts its dues; that is, by that percentage amount which equals the average of continuing faculty salary increase (as determined by the AAUP faculty salary survey for all reporting institutions and the Consumer Price Index). Any additional changes in the level of dues for any category of member require the approval of the Executive Board, voting unanimously after due deliberation.

Section 3.
Paid-up membership shall be a prerequisite for Association membership in good standing.

Section 4.
Special assessments may be levied but only on recommendation of the Executive Board and by a subsequent majority vote at a meeting of the Association, provided that the provisions of Article VIII, Section 3, are met and that the proposal is specifically announced in the call for the meeting at which ratification is proposed.

ARTICLE IX. MEETINGS

Section 1.
The Association will schedule at least one regular meeting during each academic year.

Section 2.
The Chair shall call a special meeting of the Association within two weeks when requested to do so by a majority of the Executive Board or on petition signed by ten percent of the Association members in good standing.

Section 3.
The quorum for any Association meeting shall be 15 Association members in good standing or five percent of the membership, whichever is higher. Any action taken at a membership meeting shall be submitted for approval by the membership by mail ballot upon request of one-third of the members in attendance at that meeting, or of a majority of the Executive Board.

Section 4.
The Secretary-Treasurer shall issue a notice of any regular or special meetings of the Association at least seven days prior to the meeting date, unless the Executive Board shall determine that circumstances require shorter notice.

Section 5.
Meeting shall be governed by Robert’s Rules of Order (most current edition). Individuals chairing meetings of the Association may appoint a parliamentarian for each meeting.

ARTICLE X. AMENDMENT

These by-laws may be amended, except as provided in Article III, Section 2, by a majority of the membership responding to a mail ballot.

ARTICLE XI. BALLOTS

Section 1.
Mail ballots, other than those scheduled for regular election to the Board, may be initiated for any purpose by the Executive Board or by direction of a regular or special meeting of the Association.

Section 2.
Except as otherwise specified in these by-laws, those eligible to vote in any mail ballot shall be all members in good standing as of one month before the date on which these ballots are mailed. Unless the Executive Board shall declare that an emergency exists requiring a shorter period, all ballots postmarked within two weeks from the date of mailing of a mail ballot shall be counted.

Section 3.
Except as otherwise specified in these by-laws, matters submitted to the membership by mail ballot shall require only a simple majority of those casting ballots.

ARTICLE XII. RELATIONSHIP TO NATIONAL AAUP AND CALIFORNIA CONFERENCE OF THE AAUP

Section 1.
The Association is authorized to speak for itself in promoting AAUP policies and principles.

Section 2.
The Association is not a legal agent of the AAUP, and neither the National AAUP nor the California Conference of the AAUP are legal agents of the Association. None of the parties mentioned in this article shall be liable for any act, error, omission, debt, or other liability of any of the other parties.

ARTICLE XIII. PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of the Association shall inure to the benefit or be distributed to any director, employee, or other individual, partnership, estate, trust or corporation having a personal or private interest in the Association. Compensation for services actually rendered and reimbursement for expenses actually incurred in attending to the affairs of the Association shall be limited to reasonable amounts.