· To provide retirees with information about the university’s activities, development and programs, including access to continuing professional and educational activities in retirement

· To recognize retirees’ past and present contributions, and draw on their experience and guidance for improvement of the association and its programs

· To encourage retirees to advocate in the community on behalf of University of Massachusetts Dartmouth

· To provide opportunities for retirees to identify university needs which they may support through their own dedicated endowment fund

· To facilitate continuing contributions by members to the furtherance of the scholarly and other professional objectives of the University of Massachusetts Dartmouth

· To oversee the maintenance of the up-to-date listing of retired university personnel in an appropriate administrative office on campus

· To sponsor or facilitate specific social, recreational or educational activities of interest to retired University of Massachusetts Dartmouth faculty and staff and those who attend its programs

· To offer opportunities, programs or access to pre and post- retirement planning and counseling in areas of particular interest or concern to retirees

· To communicate on behalf of retired University of Massachusetts Dartmouth personnel with representatives of the University, government, and other groups affecting the welfare of retired persons and the University

· To upgrade and maintain a visible list of deceased retirees.

ARTICLE III

MEMBERSHIP

a. The categories of membership are:

Regular Regular members are retired UMD faculty or staff members and/or partners of same, who pay regular dues as specified by the Board of Directors; Pioneer Society members who pay dues have regular membership status due to their unique origin.

Associate Associate members are those who only wish to receive mailings from the Association. They can attend functions and events as guests. Members of the Second Half and other Friends of the University may join as Associates.

Honorary Honorary members have been so designated by the Board of Directors for their exceptional service to UMD or to the Retirement Association.

Charter Charter members are retired UMD faculty or staff who joined during the first year of the Association and made a donation to the Endowment at that time.

b. Associate members pay a reduced fee to cover the cost of mailings, but they may not hold office in the Association. These members would pay to attend any Retirement Association events. Honorary members pay associate dues but have all the rights and privileges of regular members, except the ability to hold office. Charter members do not pay dues, but have all of the rights and privileges of regular members.

ARTICLE IV

EXECUTIVE COMMITTEE - BOARD OF DIRECTORS

Section 1 Executive Committee

The Executive Committee shall be composed of The President, Vice President, Secretary, Treasurer, and immediate Past President.

Section 2 Board of Directors

The Board of Directors shall be composed of The Executive Committee; a representative of the Pioneer Society, a representative of The Second Half, and a Faculty Senate representative chosen by those three organizations, the Vice Chancellor of Advancement or his designee, and two (2) Directors-at-Large, appointed by the Board.

Section 3 Terms of Office

a. Officers (see Article V) and Directors-at-Large shall hold office for two (2) years. Terms of office shall begin on July 1.

b. Officers and Directors-at-Large may be elected to three (3) consecutive complete terms after which a one (1) year interval must occur before being nominated for the same office.

Section 4 Resignation or Incapacity of Office

In the event that a vacancy occurs, the Executive Committee shall appoint a member of the Association to serve the remainder of the vacated term. A partial term by appointment by the Executive Committee will not constitute a term of office as described in Section 3 of this Article.

Section 5 Powers and Duties of the Board of Directors

The Board of Directors shall control and manage the Association, its business and activities for the general welfare of the Association. The Board of Directors shall:

a. Establish the time, place and agenda of regular meetings;

b. Establish the amount of annual dues;

c. Set and oversee the budget for the Association;

d. Call a special meeting if deemed necessary

Section 6 Powers and Duties of the Executive Committee

The Executive Committee shall:

a. Exercise the powers of the Board of Directors whenever decisions must be made and time does not permit convening the Board of Directors, but may not exercise powers beyond those of the Board of Directors.

ARTICLE V

OFFICERS

Section 1 Establishment of Officers

The Association shall provide for the following officers:

President, Vice President, Secretary, Treasurer, and immediate Past President.

Section 2 Duties and Powers of Officers

a. The duties and powers of the President shall be:

· To act as the Presiding Officer at all meetings of the Association;

· To serve as Chief Executive Officer of the Association, including responsibility for management of its office, staff, and resources;

· To make appointments to Standing and Action / Project Committees, as necessary;

· To provide or coordinate liaison with other appropriate retirement organizations.

· To act as the official representative of the Association;

· To obligate the Association in matters approved by the Board of Directors;

· To sign agreements and acts of legislation within the scope of the Association's realm of influences approved by the Board of Directors;

· To serve as an ex officio member of all committees.

b. The duties and powers of the Vice President shall be:

· To assume temporarily the duties of the President in his/her absence, inability, or vacancy of office; and

· To perform all duties assigned by the membership of the Association or the President.

c. The duties of the Secretary shall be:

· To assume temporarily the powers of the Vice President in the event of his/her absence, inability to serve, or vacancy of office;

· To provide minutes of meetings of the Association, the Executive Committee, and the Board of Directors;

· To provide for review of all financial records and documents of the Association upon written request of any Association member;

· To be the custodian of all non-financial records and documents of the Association;

· To conduct, at the direction of the President, the official correspondence of the Association.

f. The duties of the Treasurer shall be:

· To keep accurate records of all financial transactions;

· To report the financial status of the Association to its membership, at least annually;

· To prepare annually a budget for approval by the Executive Committee;

· To sign all financial disbursement documents along with the President; and

· To provide for review all financial records and documents of the Association upon written request of any Association member.

· To chair the Finance Committee.

ARTICLE VI

ELECTION OF OFFICERS AND DIRECTORS-AT-LARGE

Section 1 Eligibility for Nominations and Elections

a. All Regular and Charter Association members are eligible for election to the Board of Directors.

b. All Association members are encouraged to submit namesof Regular members in nomination for election to the Board of Directors or Nominating Committee.

Section 2 Nominations and Elections

a. The Nominating Committee shall present a slate of nominees to the Board of Directors and shall receive any additional nominations from the members of the Association prior to the Spring Meeting.

The Nominating Committee shall review all nominations to determine eligibility, and shall contact those nominated to determine their willingness to serve.

b. Avote will be taken at the Annual meeting, to be held prior to the end of the membership year. Nominations will also be taken from the floor.

c. Election of the two (2) Directors-at-Large shall be as follows:

One (1) Directors-at-Large shall be elected in each even- numbered year; and

One (1) Director-at-Large shall be elected in each odd-numbered year.

d. Election results shall be announced at the Annual Spring Meeting.

ARTICLE VII

COMMITTEES

Section 1 Types of Committees

There will be two types of committees

a. Standing Committees - Standing Committees of the Association shall have defined scope and authority, shall hold regular meetings and shall maintain a regular membership of not fewer than three members. The Chair of each Standing Committee shall be appointed by the President or elected from and by the membership of the Committee with the approval of the President. The exception to this procedure is that the Immediate Past President shall be a member of, and chair the Nominating Committee.

b. Action/Project Committees - Action/Project Committees of the Association shall be appointed by the President. Their purpose shall be to investigate particular issues or work on specific projects brought before the Association.

Section 2 Establishment of Committees

The following Standing Committees shall be established by these Bylaws: Finance; Nomination; Membership. Other Standing Committees may be established through amendment of these Bylaws. All new committees shall be Action/Project Committees for a period of one (1) year and may then be added to the list of Standing Committees if deemed essential by the Executive Committee, by amendment of the Bylaws. All committees shall bring recommendations for action to the Executive Committee.

Section 3 Appointment of Members to Standing and Ad Hoc Committees

a. Following election of officers, the President, in consultation with the Executive Committee, shall appoint the membership of the Nomination Committee. The Immediate Past President shall verify the willingness of Nomination Committee members to serve and shall be responsible for the prompt convening of the Committee.

b. The Nomination Committee shall develop and present slates of nominees to the Executive Committee prior to the spring meeting.

Section 4. Resignation or Inability to Serve

In the event that a vacancy occurs on a committee the President shall appoint a member of the Association to serve the remainder of the vacated term.

ARTICLE VIII

MEETINGS

Section 1 Meetings

a. The Executive Committee shall meet as requested by the President or any other officer, in consultation with the President if available.

b. Board of Directors shall meet regularly as requested by the President or the Executive Committee.

c. The Annual Meeting of the Association shall be held in the spring prior to the end of the membership year.

d. The agenda and program for the Annual Meeting and Dinner shall be set by the Executive Committee.

ARTICLE IX

AMENDMENT OF THE BY-LAWS

These Bylaws may be amended at any meeting of the Board of Directors by a vote of a majority of the members, or at any general meeting of the Association by a vote of two-thirds of the members present and voting.

ARTICLE X

SPECIAL PROVISIONS

Section 1 Provisions for Matters Not Expressly Covered

a. Any items not expressly covered in the Bylaws may be decided by the Executive Committee of the Association, which may vote to poll the general membership for their endorsement or rejection of policies or actions deemed to be non-routine.

b. The Association may enact no rule or decision which is in conflict with the Bylaws of the Association.

Section 2 Enforcement

The enforcement powers of these Bylaws are vested in the officers and membership of the Association.

Section 3 Robert's Rules of Order

Robert's Rules of Order, newly revised, shall govern the deliberations of this Association in all procedures not expressly covered by these Bylaws.

Section 4 Dissolution

a. If the Board of Directors concludes that it is no longer feasible for the association to continue, the Board shall call a special meeting of the Association members. The decision to dissolve must be ratified by a majority of the Association members present and voting at the special meeting.

b. In the event of dissolution, the assets shall be liquidated and distributed in a manner deemed appropriate and recommended by the last Board of Directors and ratified by a two-thirds vote of those Association members present and voting at the final meeting.

Assets must be distributed to one or more nonprofit entities organized and operated for the benefit of University of Massachusetts Dartmouth or the students or faculty at University of Massachusetts Dartmouth. Such entities must qualify for federal income tax exemption under Sections 501(a) and 501(c)(3) of the United States Internal Revenue Code of 1954 and be organized and operated exclusively for charitable, scientific, literary, or education purposes.

c. None of the final assets shall inure to the direct benefit of any director, officer, or member of the Association or to the personal benefit of any private individual.

Last Updated On: 7/16/08

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