Constitution of the Cincinnati Faculty Club
University of Cincinnati
Cincinnati, Ohio 45221-0106
REGULATIONS OF THE CINCINNATI FACULTY CLUB INC
Article VI - Board of Governors
NAME
The name of this corporation shall be The Cincinnati Faculty Club Inc.
PURPOSES
The specific and primary purposes of this nonprofit corporation as established
by the Articles of Incorporation are to further the educational, intellectual,
and research activities of the University of Cincinnati, by securing
and operating facilities which will make it possible for members of
the faculty and administrative staff to meet regularly, both formally
and informally, and thus to promote the interchange of ideas and information
necessary to the achievement of the University’s goals.
MEMBERSHIP
SECTION 1 TYPES OF MEMBERSHIP. Membership of the Cincinnati Faculty Club shall be: A. Regular Members; B. Associate Members; C. Honorary Members; D. Departmental Members; E. Corporate Members.
- Regular members shall comprise members of faculty, staff or administration of the University of Cincinnati and any of its affiliates from whom dues are received.
- Associate Members shall comprise
the following groups:
- University of Cincinnati Alumni Association members not eligible for regular Membership.
- McMicken Society members not eligible for regular membership
- U-CAT members not eligible for regular membership.
- C-Club members not eligible for regular membership
- Institute for Lifetime Education Members not eligible for regular membership.
- Other Community persons at the discretion of the Board of Governors.
- Honorary Members shall comprise friends of the University who have attained distinction in education, research, business, or professional life at the discretion of the Board of Governors.
- Departments can apply for departmental memberships to cover luncheons and special functions, the charges for which shall be reimbursed from a specific University of Cincinnati budget account. This type of membership shall not supplant or be used in lieu of an individual faculty club membership.
- Corporate Members shall comprise a limited number of Corporate Executives or Educators from the Greater Cincinnati area. The number of such members shall be set by the Club’s Board of Governors each year.
SECTION 2 ELECTIONS TO MEMBERSHIP. Regular membership shall be extended automatically to persons who come within the definition of Regular Member as set forth above upon the filing of an application for membership.
Associate Membership shall be extended to persons who come within the definition of Associate Member as set forth above upon filing an application for membership, signed by two Regular Members, and approve by a majority of the Membership Committee. In the event that an application for Associate Membership is not accepted by a majority of the Membership Committee, the application shall be forwarded to the Board of Governors which shall further consider the application and if a majority of the Board of Governors approves the application for Associate Membership, the application shall be granted.
Associate Membership shall be extended automatically to any active member of the University of Cincinnati Alumni Association, the McMicken Society, U-Cats, C-Club and ILE (Institute for Life Long Education), whose application is endorsed by the appropriate Executive Director of that organization and the Membership Committee of the Cincinnati Faculty Club Board of Governors. Termination of active membership in the University Organization shall automatically be accompanied by termination of Associate Membership in the Cincinnati Faculty Club.
Honorary Membership shall be extended to persons who come within the definition of Honorary Members as set forth above upon the recommendation of the Membership Committee and approval of a majority of the Board of Governors.
Corporate Membership may be granted by the Club’s Board of Governors to individuals associated with corporations and educational units. The number of such members shall be set by the Board of Governors each year. Applications for these memberships must be approved by the Membership Committee of the Board of Governors.
SECTION 3 PRIVILEGES OF MEMBERSHIP. Regular Members, Associate Members, Honorary Members and Corporate Members shall enjoy the privileges of the Cincinnati Faculty Club. Regular and Associate Members shall have voting power and be eligible to hold office. Retired members retain all the privileges of Regular Members of the Cincinnati Faculty Club. Regular members and associate members are eligible to serve on standing and other committees.
SECTION 4 MEMBERSHIP DUES
- Dues shall be set from time to time by the action of the Board of Governors.
- Membership dues shall be payable based upon a schedule established by the Cincinnati Faculty Club business office and approved by the Cincinnati Faculty Club Board of Governors.
- Regular Members who retire and for whom dues have been received for five years shall not pay dues.
- Any exceptions to payment of dues or indebtedness or waiver of dues or indebtedness shall be granted by action of the Board of Governors.
SECTION 5 TERMINATION OF MEMBERSHIP
- Any membership may be terminated voluntarily by resignation upon delivery by the member to the Board of Governors of a written notice of resignation. Such resignation shall become effective at the end of the month during which such notice is received by the Board of Governors, and the member resigning shall remain liable to pay all indebtedness for any period prior to the end of that month.
- Any membership may be terminated by the Board of Governors at any time in the event that such member dues or indebtedness or any installment thereof shall be unpaid for such a period of time as may be provided by the Board of Governors.
- Any membership may be terminated by a majority of the Board of Governors in the event that such member fails or refuses to comply with any of the provisions of the Regulations or House Rules lawfully adopted by the Cincinnati Faculty Club. Termination of membership under this clause shall be effective only after a fifteen-day written notice to the member involved. During this period the member shall have an opportunity for a hearing before the Board of Governors.
SECTION 6 REINSTATEMENT OF MEMBERSHIP. Any membership terminated under Clause A of Section 5 above may be reinstated by following the procedure set forth in Article 1; Section 2.
Any membership terminated under Clauses B and C of Section 5 above may be reinstated upon direct application by the former member to the Board of Governors and a favorable vote by a majority of the Board of Governors for reinstatement of membership but reinstatement of membership under Clauses B and C of Section 5 shall not be granted earlier than one year subsequent to the effective date of termination of membership.
In no event shall reinstatement of membership be granted until all prior Cincinnati Faculty Club indebtedness of the former member shall have been discharged.
MEETINGS
SECTION 1 ANNUAL MEETING. The annual election of officers and board members of the Cincinnati Faculty Club and the annual meeting shall be held during the Spring Quarter of each year, the dates to be fixed by the Board of Governors. The results of the annual election shall be announced at the annual meeting.
SECTION 2 SPECIAL MEETINGS. At any time the Board of Governors may, or upon written request of at least fifteen Regular Members, call a special meeting of the Cincinnati Faculty Club.
SECTION 3 QUORUMS. Five percent of the Regular Members shall constitute a quorum.
SECTION 4 NOTICES OF MEETINGS. Notice and agenda of all meetings shall be posted on the Cincinnati Faculty Club bulletin board for at least two weeks prior to the meeting date.
OFFICERS
SECTION 1 DESIGNATION AND TENURE. The Officers of the Cincinnati Faculty Club shall be a president, a vice-president, a secretary, and a treasurer. The secretary and treasurer may serve for not more than three complete consecutive terms in a particular office. Each year the office of president shall be filled by the vice-president of the previous year. The retiring president shall immediately assume a one-year active membership on the Board of Governors. Officers shall assume their duties on July 1 and hold office until June 30. A vacancy occurring in the office of president shall be filled immediately by the vice-president who shall complete that term of office and then will assume the regular term of office.
SECTION 2 MODE OF INCUMBENCY. A vacancy occurring in the office of vice-president shall be filled immediately at a special election. Vacancies occurring in the offices of secretary or treasurer prior to December 1 shall be filled immediately by special election. Vacancies occurring in the offices of secretary or treasurer on or subsequent to December 1 shall be filled by the president with the advice and consent of the Board of Governors. The persons filling vacancies shall serve for the duration of the unexpired term.
SECTION 3 NOMINATIONS. The president shall appoint a nominating committee of five which shall include two members from the Board of Governors and three at-large members from the Regular Membership. They shall present at least one candidate for each office to be filled by the annual election. Nominations may also be made by petitions bearing the signatures of at least twenty-five Regular Members.
The nominating committee shall place its nominations in the hands of the secretary at least twenty days prior to the date fixed for the annual election; whereupon that officer shall post on the Cincinnati Faculty Club bulletin board, the candidates’ names. All nominations by petition must be in the hands of the secretary ten days prior to the annual election date, and that officer shall immediately post any such nominations in like manner for those made by the nominating committee.
SECTION 4 ELECTION PROCEDURES. Prior to the annual meeting the president shall name three tellers from the Regular Membership whose duties shall be to conduct the annual election and to certify to the out-going secretary the results of that election. If there are any contested offices to be filled, a mail ballot shall be initiated immediately after the nominees are known. The results of a mail ballot shall be announced as soon as the results are available, at the annual meeting or via the club newsletter. If there are no contested offices, the new officers shall be confirmed at the annual meeting.
SECTION 5 SPEICAL ELECTIONS. Special elections when necessary, shall be conducted in the same manner as provided in Sections 3 and 4 of this article; provided, further, that as to notice, all special elections shall be controlled by the provisions of Article IV, Section 4.
SECTION 6 POWERS AND DUTIES. The powers and duties of the president, the vice-president, the secretary, and the treasurer, shall be those generally pertaining to such offices and those specifically set out in these regulations. The duties of the vice-president shall include chairmanship of the House Committee which is described in Article VII, Standing Committees. The duties of the vice-president shall include the assumption of the Office of the president in the case of resignation, extended absence, or incapacity on the part of the incumbent of that office. The vice-president assumes the office of president for the next term of office. The duties of the secretary shall include the keeping of the minutes of the annual and all special meetings and the recording, in the same book of all election results as certified in Section 4 of this article and of all constitutional amendments adopted and certified as in Article IV, Section 3. The president and the treasurer shall sign all contracts and general obligations, not in the course of day to day business, which have been duly authorized by the Board of Governors or the Regular Members of the Cincinnati Faculty Club. The treasurer shall authorize payment of only those bills incurred in the carrying out of Cincinnati Faculty Club business.
BOARD OF GOVERNORS
SECTION 1 COMPOSITION AND TENURE. The officers designated in Article V, Section 1, together with six Regular Members elected by the Cincinnati Faculty Club as hereinafter provided shall constitute the Board of Governors of eleven persons. The term of an elected board member is three years, but an elected Board member shall not serve more than two complete consecutive three-year terms. Elected Board members shall assume office on July 1 of a given year.
SECTION 2 MODE OF ELECTION OF ELECTED MEMBERS. Election of the six elected members of the Board by the Regular Membership shall be so staggered as to require the election of only two members at each annual election. The nomination and election procedure provided for in Article V, Sections 3 and 4, shall be applicable to elections to the Board of Governors to the same extent as though such provisions were expressly incorporated herein. Unexpired terms created by resignation or other causes shall be filled by the Board of Governors; provided that such appointments shall run only to the next June 30, by which time a successor shall be elected, under the procedure provided above, to serve the unexpired term.
SECTION 3 MEETINGS. The Board of Governors shall assemble for at least one meeting during each regular quarter of the academic year and shall assemble for other meetings at the call of the president. Chairman of the standing committees may attend Board meetings but they shall have no voting power. Six Board members shall constitute a quorum.
SECTION 4 ORGANIZATIONS. The president of the Cincinnati Faculty Club shall act as chairman of the Board of Governors. The secretary of the Cincinnati Faculty Club shall act as secretary of the Board of Governors, recording in a separate minute book all meetings and transactions of such board.
SECTION 5 DUTIES AND POWERS. The Board of Governors shall have those powers and duties specifically enumerated in other parts of these regulations together with the following: it shall have the general supervision and management of the funds and properties of the Cincinnati Faculty Club; it shall authorize the adopting of necessary House Rules for the management of the Cincinnati Faculty Club; provided, however, that House Rules so adopted shall be reported to the Cincinnati Faculty Club membership through posting or other suitable means. In carrying out the purposes of the Cincinnati Faculty Club, the Board may exercise all of the powers of the Cincinnati Faculty Club, subject to the Articles of Incorporation and these Regulations and to the action of the Cincinnati Faculty Club’s voting membership at any annual or special meeting.
STANDING COMMITTEES
SECTION 1 NUMBER, APPOINTMENT AND TENURE. Each incoming president may appoint three standing committees: a House Committee, a Program Committee and a Membership Committee. The members of these committees shall serve one year or until successors are appointed. Committee appointments shall be made known at the first meeting of the Board of Governors presided over by the incoming president, after which the names of the persons serving on the standing committees shall be posted on the Cincinnati Faculty Club bulletin board for the duration of the year.
Interim vacancies occurring in any committee shall be filled by appointment by the president. Such appointees shall serve during the remainder of the term for which their predecessors were appointed.
SECTION 2 COMPOSITION, POWER, AND DUTIES. The president shall serve as an ex-officio member on each of these committees and designate a chairperson for each. These committees shall meet as often as necessary to carry out their functions.
- The House Committee shall consist of three appointed members, the vice-president and the treasurer. The vice-president shall serve as the chairperson of the House Committee. Subject to the final authority of the Board of Governors, it shall, in consultation with the manager, act as the Board’s management committee. It shall have the power to formulate, for Board action, house rules for the general governance of the Cincinnati Faculty Club, and between Board meetings, may establish such special and temporary regulations as may in its judgment be required. It shall also oversee the physical maintenance of the Cincinnati Faculty Club’s facilities and assume general supervision of the preparation and serving of all food and beverages. Through its chairperson, it shall report to the Board of Governors at each of the Board’s regular meetings.
- The Program Committee shall consist of three appointed members. Subject to the final authority of the Board of Governors, it shall, in consultation with the manager, prepare and coordinate a “calendar of events” for the club for the new fiscal year. Additional members may be appointed to this committee for special functions. Only a regular member may serve as chairperson.
- The Membership Committee shall consist of the past-president, secretary, and two appointed board members. The past-president shall chair this committee. When possible, appointments of the two board members shall be made in a manner to provide continuity of membership on the committee. It shall review all applications for membership and make appropriate recommendations to the Board of Governors. It shall review the membership level each year and at the beginning of each fiscal year recommend to the Board of Governors a limit for Corporate Memberships, if necessary.
FISCAL CONTROL
SECTION 1 FISCAL YEAR. The Cincinnati Faculty Club’s fiscal year shall be from July 1 to June 30.
SECTION 2 BUDGETS. The incoming president, vice-president, and treasurer, in cooperation with the outgoing officers and the Cincinnati Faculty Club’s manager and/or contractor, shall prepare prior to July 1 a Cincinnati Faculty Club budget of income and expenditures estimated for the ensuing year. This budget shall be submitted to the incoming Board of Governors for review and final approval or revision prior to September 1. Thereafter, a condensed statement of the budget shall be posted for the information of the members.
SECTION 2 AUDITS. The Board of Governors, at any time, may engage a CPA to perform an audit or other agreed upon procedure of the Cincinnati Faculty Club’s fiscal operations. Annually, the Board of Governors shall appoint a Committee to review the financial operations of the Club. A report of this review shall be presented to the Board of Governors no later than the November meeting, after which it shall be available to any Club member upon request. This review shall be conducted within 3 months after the end of the fiscal year. The three-member committee shall be appointed by the Board of Governors and chaired by the Cincinnati Faculty Club Treasurer.
AMENDMENTS
SECTION 1 METHOD OF PROPOSING. The Board of Governors or twenty-five Regular Members may propose amendments to these regulations. The proposed amendments shall be posted by the secretary on the bulletin board and shall remain so posted for a period of two weeks prior to being voted upon. After the expiration of such period, the proposed amendments shall be voted upon by Regular Members of The Cincinnati Faculty Club at the annual meeting or special meeting announced for the purpose, by mail ballot, or via electronic mail as established by the Board of Governors.
SECTION 2 CERTIFICATION. Where voting on amendments occurs at an annual meeting, a special meeting, or by mail ballot, it shall be the duty of the tellers named in Article V, Section 4 to certify the results of the balloting in the manner therein provided for elections. Where such voting occurs at a special meeting of the Cincinnati Faculty Club or by mail ballot, the president or other presiding officer shall name from among those present or from Regular Members in the case of a mail ballot three tellers who shall carry out the duties aforementioned.
Revised 1/07
Revised 12/98
Revised 6/93
Revised 9/86
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