THE UNIVERSITY OF WASHINGTON FACULTY AUXILIARY BYLAWS
The University of Washington Faculty Auxiliary as an unincorporated nonprofit charitable organization and in accordance with the Washington Nonprofit Corporation Act (RCW 24.03) and the Internal Revenue Code Section 501(c)(3) and Section 509(a)(1) (for a public charity) adopts the following as the Articles of its Bylaws.
ARTICLE I. Name
The name of this organization shall be the University of Washington Faculty Auxiliary.
ARTICLE II. Purposes
Section 1. The University of Washington Faculty Auxiliary shall promote social, intellectual and cultural interactions among its members, the persons, families and friends of the University Faculty and provide support and service to the members of and in the interests of the greater University community within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Section 2. The organization maintains funds separate and apart and exclusively for charitable purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
ARTICLE III. Membership and Dues
Section 1. Membership Categories. There shall be two categories of full membership: Active and Honorary.
A. Active Membership
- UW Affiliate. The spouse/partner of/and any officer or former officer (Emeritus, retired or deceased) of instruction, research or administration of or above the rank or corresponding rank of instructor is eligible to become an Active Member in this organization. The definitions of these persons can be found in the online University of Washington Faculty
- UW Professional Staff. The spouse/partner of/and any person who has or who has formerly had an affiliation with the University is eligible to become an Active Member in this
- Friend. Any interested person who is sponsored by a Member in good standing and who pays full dues is eligible to become an Active Member in this organization.
B. Honorary Membership
The spouse/partner of the University President shall be the Honorary President of this Organization. Former Honorary Presidents, current and former University Presidents and the current Regents of the University and their spouses shall be Honorary Members.
Section 2. Dues. Any person in the Faculty Auxiliary, with the exception of Honorary Members, shall pay full dues (see also Section 2.B). A couple will pay one and one half the single dues rate. The annual dues of this organization shall be reviewed and set at the discretion of the Board.
- Voting Privileges. For the purpose of voting, there shall be three categories of membership:
- A single Membership is accorded one
- In a couples Membership, each person of the couple is accorded one
- An Honorary Member who chooses to pay full dues is accorded one
- UWRA Members. As a reciprocal policy, but without being accorded voting or other membership privileges of this organization, members of the University of Washington Retirement Association may participate in Faculty Auxiliary Interest Groups and other UWFA events without further payment of
- Duration of Dues. Dues shall be for a fiscal year beginning on the first of June of each calendar
- Time of payment. Annual Dues are payable as of the first day of June of each year.
ARTICLE IV. Board of Directors and Officers and Elections
Section 1. Board of Directors. The Board of Directors shall constitute the governing board and shall be composed of at least 10 members, including the Officers and the Directors who oversee the following areas: Courtesy & House, Directory, Interest Groups, Membership, Newsletter, Programs, Publicity, and the Visiting Faculty Housing Service. These areas may be adjusted as needed at the discretion of the Board.
Section 2. Officers. The Officers shall be a President (or Co-Presidents), a Vice President, a Secretary and a Treasurer.
Section 3. Term of Office. The President (or Co-Presidents) shall be elected by the Board of Directors for a term of one year and may be elected for an additional term. The other members of the Board of Directors shall be elected by the Membership for a term of one year and may be re-elected for additional terms.
Section 4. Eligibility. All members whose dues are paid are eligible to serve on the Board of Directors.
Section 5. Nominations. The Board of Directors shall appoint, before the February Board Meeting, at least two members in addition to the Vice President to constitute the Nominating Committee. The Vice President shall chair this committee which shall present the required number of nominees to the Board to be elected by the Membership at the Annual Business Meeting in April. At that time, nominations may also be made from the floor.
Section 6. Electors. All members whose dues are paid are entitled to vote.
Section 7. Elections. The members of the Board of Directors shall be elected at the Annual Business Meeting each year in April. The President (or Co-Presidents) shall be elected by the Board of Directors at the Board meeting previous to the election of the new Board and shall be selected from members with service experience on this or previous UWFA Boards. All Board Members shall be installed at the May Board meeting and shall assume their duties at the next Board meeting, at which time the chairs of Standing Committees shall also be announced.
Section 8. Vacancies. Should vacancies arise on the Board of Directors when the Nominating Committee is functioning, that Committee shall nominate additional members to complete the unexpired terms. Vacancies which occur when the Nominating Committee is not functioning shall be filled by persons appointed by the Board of Directors to complete the unexpired terms.
ARTICLE V. Duties of the Board of Directors and Officers
Section 1. The Board of Directors shall conduct all business and general membership meetings and shall be responsible for all other operations and activities of this Organization. They shall set the dues (Article III Section 2), fill vacancies on the Board unless otherwise provided for (Article IV Section 8) and appoint committees as deemed necessary. One Board member may work with the President in preparation for serving as President the following year.
Section 2. The Officers shall perform the duties customary for their respective offices, as set forth in their job descriptions.
ARTICLE VI. Committees
Section 1. Board Committees, each chaired by a member of the Board of Directors, may be formed to assist in such organizational areas as finance, fundraising, membership, publicity and others as deemed appropriate. Each chair may select its own committee.
Section 2. Standing Committees may be established by the Board of Directors to carry out special tasks essential or desirable with regard to the purposes and functioning of this organization. A Standing Committee shall consist of members of the organization and shall submit reports, as appropriate, to the Board of Directors and the Membership.
- The Scholarship Committee consists of three members of the Faculty Auxiliary. Each serves an overlapping 3-year term. The third year person, as committee chair, oversees the various tasks of the Committee, and is the liaison to the Board of Directors and the UW Office of Student Financial Aid. The Committee functions independently of the Board of Directors with one exception: On the recommendation of the Treasurer, the Board shall decide the number and amount of awards to be given each year. The awards will be presented at a specified meeting in November. The vacancy created by the retiring chair shall be filled for the coming year by the second year person, and a new first-year member will be selected. The new member shall be acknowledged by the
- The Parliamentarian, appointed by the President, shall come from within the Organization. The Parliamentarian should be present at the business meetings, especially when amendments or other issues are to be voted upon and may be called upon for
- The Auditor, appointed by the President, shall conduct the internal audit of the Organization’s bank accounts and the books of the Treasurer at the end of each fiscal year and shall submit a report to the
- A Finance Committee may be appointed by the Board of Directors to consider long- range planning of the finances of the Organization with regard to annual budgets, fundraising, investments and the sustainability of scholarship awards. This Committee shall be composed of the Treasurer, the President, past Presidents or Treasurers and other UWFA members interested in
- A Long-range Planning Committee may be appointed by the Board to help assure the vision and formulation of the changing roles, activities and endeavors in addressing opportunities, challenges and the further development of this Organization in the University Community. This Committee shall consist of former Board members and members at large.
Section 3. Ad Hoc Committees may be appointed by the Board for the study of special issues or for support in special activities. These shall make, as appropriate, progress and final reports to the Board.
Section 4. The Board of Directors may appoint its members as liaisons to Standing Committees, the University of Washington Retirement Association or other such University-related organizations.
ARTICLE VII. Service Groups
The Visiting Faculty Housing Service (VFHS), a volunteer service group within this Organization, officiates over and directs its own affairs. Its function is to assist new and visiting faculty and staff in locating temporary housing. The VFHS is represented on the Board of Directors by a member selected by and from its own group. Financial donations to the VFHS are applied to the Faculty Auxiliary Scholarship Fund after deduction of VFHS operational expenses.
ARTICLE VIII. Membership Meetings
Section 1. Business Meetings. There shall be at least one meeting of the Membership in each fiscal year: This shall be a Business Meeting in April, at which time the members of the Organization shall transact such business as may be presented for action. This meeting shall be held on the second Monday in April unless otherwise specified by the Board of Directors.
Section 2. Other Meetings
If deemed appropriate or urgent, the Board of Directors may call for other meetings for either the transaction of business or for general purpose. These and other membership activities shall be planned in accordance with the Academic Calendar.
Section 3. Quorum. Twenty-five (25) members shall constitute a quorum at any meeting of the members of the Organization. (For Amendments to the Constitution or the Bylaws, see Article X.)
Section 4. Notice of Meetings. The Board of Directors shall give timely notice to the membership of the time, place and purpose of all meetings.
ARTICLE IX. Meetings of the Board of Directors
Section 1. The new Board shall hold its first Board meeting in June or July to approve the Chairs of the Standing and other Committees and to consider the work and activities of the Organization for the ensuing year. The Board shall designate the time and place of such meetings.
Section 2. The Board shall meet monthly unless otherwise agreed to. The time and place of such meetings shall be established by the Board.
Section 3. Quorum. A majority of the Board members shall constitute a quorum.
Section 4. Notice of Meetings. The Secretary shall give timely notice of each meeting of the Board to each Board Member.
ARTICLE X. Amendments to the Constitution and Bylaws
Section 1. Voting at Meetings. The Constitution and Bylaws may be amended by a two- thirds (2/3) majority of the members present at any General Membership or Business Meeting of the Organization, provided that at least thirty (30) members be present. Written notice of any amendment proposals shall be sent to all members who are eligible to vote at least one month before the meeting at which they are to be voted upon.
Section 2. Voting by Mail Ballot. Should the Board decide to submit proposed amendments to all eligible members as a mail ballot, a period of one month from the date of mailing must be allowed for the return of valid ballots. Two-thirds (2/3) of at least thirty (30) returned ballots will constitute the majority.
ARTICLE XI. Distribution of Assets
Section 1. No part of the net earnings of the organization shall benefit, or be distributed to its members, trustees, officers, or other private persons, except that the organization 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 the Purposes clause (Article II). No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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 document, the organization 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, 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, or corresponding section of any future federal tax code.
Section 2. Those assets of the organization consisting of dues paid by its members shall be used for the administration and general operations of the organization and for those activities furthering the interests of the membership including its support of the purposes of this organization.
Section 3. Those assets of the organization, specified and received as charitable donations to “scholarships” and including those assets received as a result of fund-raising activities specifically for that same purpose of “scholarships”, shall be maintained separately and apart and distributed exclusively, and as selected by the Board, to a University of Washington scholarship fund in accordance with Section 501 (c) (3) of the Internal Revenue Code and the preceding Section 1.
Section 4. Those assets of the organization that are specified for purposes other than “scholarships”, when these are sufficiently available and at the discretion of the Board, may be distributed to a University of Washington scholarship fund and /or to any other nonprofit organization(s) associated with the University of Washington and /or the University Community provided these are exempt from federal income tax and are in accordance with and as permitted by Section 501(c) (3) of the Internal Revenue Code and the preceding Section 1.
ARTICLE XII. Dissolution of the Organization
Section 1. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, 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 Court of Common Pleas 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.
Section 2. In the event of dissolution, assets of the organization which are remaining after debts and liabilities have been paid shall be distributed to a University of Washington scholarship fund, selected by the Board, in accordance with Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The articles of dissolution shall be executed in duplicate (RCW 24.03.245) to be delivered to the Secretary of State by an Officer of the organization, and one additional copy to be deposited in the archives of the organization.
UWFA Bylaws
Revised April 2015 (sc)