Article I: Name

This organization shall be known as The University of Michigan-Ann Arbor Chapter, American Association of University Professors, Inc. Hereinafter the organization is referred to as “the Chapter” and the American Association of University Professors is referred to as “the Association.” The organization is a successor to an unincorporated organization, The University of Michigan (Ann Arbor) Chapter, American Association of University Professors, which is referred to hereinafter as “the previous organization”. Meetings of the members of the Chapter are referred to as “Chapter meetings.”

Article II. Purpose

The Chapter is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions under section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code. In particular, the Chapter shall seek to further the aims stated in Article I of the Association's Constitution: “to facilitate a more effective cooperation among teachers and research scholars in universities and colleges, and in professional schools of similar grade, for the promotion of the interests of higher education and research, and in general to increase the usefulness and advance the standards, ideals, and welfare of the profession.”

Article III. Governance

1. Board of Volunteer Directors. The Chapter shall be governed by an Executive Committee, which shall serve as the Board of Directors of the corporation. Its members are referred to as Directors.

2. Meetings of the Executive Committee. Starting in 1999, the Executive Committee shall hold an annual meeting on March 1 of each year or within 90 days after that date. Notice of at least 15 days shall be given of the time and place of each annual meeting. The Executive Committee shall meet at least once monthly during the academic year of the University of Michigan to conduct Chapter business. Its meetings shall be called with notice of at least 72 hours by the President or by request of any two members of the Executive Committee. The notice may be waived if all members of the Executive Committee give approval in writing to such waiver.

3. Members of the Chapter. Chapter membership shall be open to all persons with faculty positions (including professional library positions) at The University of Michigan (Ann Arbor) who are Active, Graduate Student, Emeritus, Associate, or Public members in good standing of the Association, as defined in Article II of its Constitution. Such persons become members upon payment of annual dues as set in Article V. Also persons who are members of the previous organization are members of the Chapter, as long as that membership in the previous organization is valid.

4. Annual Chapter Meeting. Starting in 1999, an Annual Chapter Meeting shall be held on March 1 of each year or within 90 days after that date, with notice by campus mail or U. S. mail of at least 14 days. Additional Chapter meetings may be called by the Executive Committee or on request by at least 10 Chapter members, with notice by campus mail or U. S. mail of at least 14 days. The Annual Chapter Meeting shall include a Business Meeting and the election of officers and other Executive Committee members for the subsequent year.

5. Election of Executive Committee. The initial Executive Committee and officers of the Chapter shall consist of the Executive Committee and officers of the previous organization; the terms of these volunteer directors and officers shall be the same as their terms in the previous organization. At each annual Chapter meeting, six members shall be elected as directors for one-year terms; the immediate Past President shall also be a director. The Executive Committee may appoint up to two additional directors for terms ending at the close of the next annual meeting of the Executive Committee.

6. Election of officers. At each annual Chapter meeting, the members shall elect, from the six elected directors, a President, Vice-President, Secretary and Treasurer for one-year terms; the remaining two elected directors and all appointed directors be termed Executive Committee members-at-large. The terms of elected directors and officers begin at the close of the annual meeting of the Executive Committee. The terms of appointed directors begin at the time of appointment.

7. Terms of elected directors and officers. The terms of elected directors and officers expire at the close of annual meetings of the Executive Committee. An individual may serve more than one term as director or officer.

8. Filling vacancies. A vacancy on the Executive Committee or in an office shall be filled by the Executive Committee.

9. Powers of the Executive Committee. The Executive Committee shall have full power over the affairs of the Chapter but may delegate specific powers to officers. In particular, the Executive Committee may set dues for members and may apply for and receive grants and contributions in furtherance of any and all of the Chapter's purpose

Article IV. Duties of Officers

1. The President shall preside at meetings of the Chapter and Executive Committee, and shall represent and speak for the Chapter on appropriate occasions. Each year the President after consultation with the Executive Committee appoints all committee members, an Executive Secretary, and an Editor for the newsletter.

2. The Vice President shall serve as needed in place of the President at meetings of the Chapter or the Executive Committee, and on other occasions, and shall replace the President if that office is vacated for any reason during the President's term of office.

3. The Secretary shall maintain Chapter records, take minutes of Chapter and Executive Committee meetings, and correspond with members, the Michigan Conference of the Association, and the national office of the Association as instructed by the President and Executive Committee.

4. The Treasurer shall collect dues and other moneys and make disbursements in accordance with procedures approved by the Executive Committee, maintain financial records, and submit a Treasurer's Report at the Annual Meeting of the Chapter.

5. An Executive Secretary shall provide administrative support to the elected officers, in particular, in arranging for and publicizing meetings, in fundraising and in membership campaigns.

Article V. Dues

Annual membership dues, for the period September through the following August, shall be set by the Executive Committee.

Article VI. Quorums

The quorum for a Chapter meeting shall be 10. The quorum for an Executive Committee meeting shall be 3.

Article VII. Finances

1. Sources of funds. The operations of the Chapter shall be supported by members' dues, donations of individuals, grants from foundations or other organizations, pro bono services by individuals and organizations.

2. Fundraising. The Executive Committee shall establish a fundraising committee which is charged with seeking donations and bequests from individuals and grants from foundations and other organizations.

Article VIII. Audit of Books

Provision shall be made by the Executive Committee for an annual audit of the accounts of the Treasurer, either by a subcommittee of the Executive Committee or by an accountant retained by the Executive Committee for the purpose of such an audit.

Article IX. Fiscal Year

The fiscal year of the Chapter shall end on the last day of February each year.

Article X. Limitations on Operations

No part of the net income of the Chapter shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the Chapter 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.

No substantial part of the activities of the Chapter shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this Constitution, the Chapter shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986, or Corresponding section of any future federal tax code.

Article XI. Volunteer Directors

1. A volunteer director is not personally liable to the corporation or its members for monetary damages for a breach of the director's fiduciary duty. However, this provision shall not eliminate or limit the liability of a director for any of the following:

a.    A breach of the directors' duty of loyalty to the corporation or its members.

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

c.    A violation of Section 551(1) of the Michigan Nonprofit Corporation Act (M.C.L.A. Section 450.2551(1)).

d.    A transaction from which the director derived an improper personal benefit.

e.    An act or omission that is grossly negligent.

2. At any time during which the corporation has been designated as a tax-exempt organization under section 501(c)(3) of the Code of 1986 (26 U.S.C.A. Section 501(c)(3)) or is eligible to apply for such designation, the corporation assumes all liability to any person other than the corporation or its members for all acts or omissions of a volunteer director.

3. If the Michigan Nonprofit Corporation Act is amended to authorize further elimination 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 addition to the limitation on personal liability already contained in this Constitution. No amendment or repeal of this Act shall apply to 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.

Article XII. Corporate Powers

The corporation is empowered (1) to buy, own, sell, mortgage or lease any interest in real estate and/or personal property and to construct, maintain and operate any improvements on that property necessary or incident to the accomplishments of its purposes; (2) to borrow money and issue evidence of indebtedness in the furtherance of any and all of its purposes, and the corporation may secure the same by mortgage, pledge or other lien on the corporation's property; (3) to apply for and receive grants, donations and other contributions in furtherance of any and all of the corporation's purposes; and (4) to do and perform all other acts reasonably necessary or prudent to accomplish the purposes of the corporation.

Article XIII. Corporate Action without a Meeting

Any action required or permitted by the Michigan Nonprofit Corporation to be taken at an annual or special meeting of the Board of Directors may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action, so taken, is signed by Directors having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all Directors entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to Directors who have not consented in writing.

Article XIV. Dissolution

Upon the dissolution of the Chapter, assets shall be distributed by the Executive Committee for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XV. Amendments

This Constitution can be amended by majority vote of members who are attending a Chapter meeting, provided that the proposed amendment is (1) submitted in writing at a previous Chapter meeting or (2) announced to all members by the Executive Committee at least a month in advance.

Adopted April 27, 1999

Amended April 24, 2002

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