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The University Club By-Laws

ARTICLE I. MEMBERSHIP

1.01. Classes of Membership. There shall be two classes of membership in the University Club:Regular and Retired.
Membership shall not be restricted on the basis of race, creed, age, color, sex, disability, sexual orientation, gender identity, or national origin.

1.02. Regular. Regular membership shall be open to all full-time and part-time faculty, permanent full-time staff, and permanent part-time staff of Western Carolina University (WCU) and the North CarolinaCenter for the Advancement of Teaching (NCCAT).

1.03. Retired. Retired membership shall be open for retired faculty and staff of WCU and NCCAT.

1.04. Privileges of Membership. Regular and Retired members shall enjoy all the privileges of membership.

1.05. Associates. Associates of the Club shall be those persons who do not otherwise meet the membership qualifications described above and who have been re-commended in writing by Regular or Retired Members to the Board of Directors and approved by a simple majority of the Board. Associates may attend club functions.

ARTICLE II. MEMBERSHIP FEE AND DUES

2.01. Membership Fee. The Membership Fee shall be a one-time only charge. For Charter Members, it shall be $25.00. Charter Members are defined as those dues-paying members who paid the Membership Fee between September 1, 1990, and September 30, 1991. The Membership Fee after September 30, 1991, shall be established annually by the Board of Directors.

2.02. Dues. The amount of dues shall be established annually by the Board of Directors. Dues shall be paid at the beginning of each semester and may be paid for a full year. Dues of new members shall be payable upon joining.

2.03. Delinquent Dues. Members whose dues have not been paid by October 15 for the Fall Semester or March 15 for the Spring Semester shall be considered delinquent and shall have their memberships classified as inactive by the Board of Directors. Any membership which is inactive for two consecutive semesters will be canceled by the Board of Directors. Exceptions to cancellation must be approved by the Board. When a membership has been canceled, it may be reinstated by payment of the current Membership Fee and current dues.

ARTICLE III. OFFICERS AND THEIR DUTIES

3.01. Officers. The Officers of the University Club shall be President, President-Elect, Immediate Past President, Secretary, and Treasurer.

3.02. President. The President shall: (1) preside at all meetings of the University Club and the Board of Directors; (2) call special meetings of the Board at his or her discretion or upon request of a majority of the Directors; (3) appoint annually, with the approval of the Board, chairs of standing and ad hoc committees; (4) prepare and execute correspondence; and (5) recommend to the Board for their approval, the names of persons to fill any vacancy occurring on the Board between elections except the office of President. In the event of a vacancy in the office of President, the President-Elect shall immediately become President and shall assume the duties and authority of the President for the unexpired term.

3.03. President-Elect. The President-Elect shall: (1) succeed the President; (2) serve as chairperson of the Activities Committee; (3) perform other duties assigned by the President with the approval of the Board; and (4) preside in the absence of the President. In the event of a vacancy in the office of President-Elect, The President, with the approval of the Board, will appoint a person to fill the remainder of the term. The Nominating Committee will then recommend a person for election to the office of President at the next annual election.

3.04. Immediate Past President. The Immediate Past President shall be a voting member of the Board of Directors, and shall also be responsible for internal and external publicity for the University Club.

3.05. Secretary. The Secretary shall keep an accurate record of the proceedings of the University Club and the Board of Directors. In addition to these minutes, the Secretary shall file in the Official Minute Book: (1) a copy of all amendments to the Constitution and Bylaws; (2) all resolutions that are adopted by the University Club; and (3) a list of the official membership by category (Regular or Retired) each year.

3.06. Treasurer. The Treasurer shall be responsible for the receipt, custody, and disbursement of the funds of the University Club, and shall formulate and administer rules and regulations for the collection and disbursement of the Club's money, subject to the approval of the Board of Directors. The Treasurer shall, in conjunction with the Finance Committee, prepare a budget for the ensuing year based on estimated revenue and expenditures, to be presented to the Board for consideration in the Fall Semester.

ARTICLE IV. BOARD OF DIRECTORS

4.01. Composition. The government of the University Club shall be vested in an eleven-member (11) Board of Directors. The President, President-Elect, Immediate Past President, Secretary, and Treasurer shall all serve on the Board of Directors. The other six (6) Directors shall be elected from within the qualified membership. Associate members may serve as Directors but there can be no more than two Associate members serving as Directors at any time. The President may appoint, with the approval of the Board, non-votingExecutive Advisors to provide advice and counsel to the Board.

4.02. Filling Vacancies. The Board of Directors shall have the authority to approve those appointed by the President to fill vacancies occurring on the Board until the next annual election.

4.03. Meetings. There shall be at least one meeting of the Board of Directors each semester during the academic year. Additional meetings of the Board may be held at any time upon call of the President or three (3) members of the Board, including at least one officer. Six (6) members of the Board shall constitute a quorum for the transaction of business.

4.04. Historian. The Board of Directors shall appoint a Historian from among the University Club membership who is responsible for maintaining a continuing, accurate history of the Club. Unless the appointee is already an elected Board member, the post of Historian is not included on the Board and the appointee is not required to attend Board meetings.

ARTICLE V. NOMINATIONS AND ELECTIONS

5.01. When held. Elections shall be held annually in February and terms of office shall commence on April 1.

5.02. Terms of Office for Officers. The President shall serve a term of one year and shall not be eligible to serve a consecutive term in this office. The President-Elect shall be elected for a term of one year and shall succeed the President. The Secretary and Treasurer shall be elected to terms of two (2) years and shall serve no more than two consecutive terms in the same office. The Secretary shall be elected in even-numbered years and the Treasurer shall be elected in odd-numbered years.

5.03. Terms of Office for Directors. In the initial election of Directors, two Directors shall serve three (3)-year terms, two shall serve two (2)-year terms and two shall serve one-year terms. After the initial election, each elected Director shall serve for a term of three (3) years. No Director shall be elected for more than two consecutive three-year terms.

5.04. Nominations. The Nominating Committee shall nominate one or more candidates for the offices of President-Elect and Secretary or Treasurer (whichever has an expiring term) and for the vacant positions on the Board of Directors. The Committee shall report its nominations to the Secretary or the Treasurer (whichever does not have an expiring term). Beginning in 1993, a nominee for the office of President-Elect must have held membership in the University Club for the last three (3) consecutive years and must be a current employee or retiree of WCU or NCCAT. Members of the Nominating Committee may not run for an elective office.

5.05 Slate of Officers and Directors. The Secretary or Treasurer shall advise the Club's membership by mail/electronic mail of the slate of candidates no later than January 15th. Additional nominations for officers or vacancies on the Board of Directors may be made by a petition bearing the signatures of at least fifteen (15) regular or retired members and filed with the Secretary or Treasurer by February 1st. It is the responsibility of the petitioner to ensure that a nominee for President-Elect meets the membership qualification.

5.06. Ballot. The Secretary or Treasurer shall prepare a ballot setting forth the names of all nominees and shall mail such ballot to all regular and retired members no later than February 15th. The date for return of the ballots shall be specified thereon and shall be at least ten (10) calendar days after the date of mailing the ballots.

5.07. Voting. Votes shall be tabulated by the Secretary or the Treasurer, with the assistance of at least two members of the Nominating Committee. The candidates receiving the greatest number of votes shall be elected to the vacant positions. In case of a tie, the winner shall be determined by lot.

ARTICLE VI. CONDUCT OF BUSINESS

6.01. Fiscal Control. Fiscal control of the University Club shall be vested in the Board of Directors.

6.02. Fiscal Year. The Fiscal Year shall be from July 1 through June 30.

6.03. Financial Review. The President shall appoint a Financial Review Committee to review the accounts of the Treasurer at the end of each fiscal year. The Committee shall make a report to the Board of Directors in August of each year and the report shall be posted at a conspicuous place at the University Club for review by the membership.

ARTICLE VII. COMMITTEES

7.01. Standing Committees. The standing committees of the University Club shall be as follows: Executive Committee, Activities Committee, Finance and Development Committee, Nominating Committee, and Membership Committee.

7.02. Executive Committee. The Executive Committee shall consist of the President, the President-Elect, the Immediate Past President, the Secretary, and the Treasurer. The Committee shall conduct the business of the University Club between regular meetings of the Board of Directors and shall be empowered to make emergency decisions on behalf of the Board. At least three (3) members of the Executive Committee must concur in any decision of the Committee.

7.03. Activities Committee. The Activities Committee shall be responsible for a program of social events and activities commensurate with the wishes and diversity of the University Club membership. It shall also work with the representatives of educational and cultural activities at WCU to promote cooperation between the University and the University Club. It shall plan activities designed to further the educational and social purposes of the Club. The President-Elect shall be Chair of the Committee. A member of the Board reporting to the President-Elect shall be a member of the Committee and responsible for all food and beverage arrangements for University Club activities.

7.04. Finance and Development Committee. The Finance and Development Committee shall be responsible for the fiscal control of the University Club. The President, the President-Elect, the Treasurer, and two members appointed from the membership-at-large shall comprise the Committee. The President shall be chair of the Committee.

7.05. Nominating Committee. The Nominating Committee shall consist of three (3) persons appointed by the President, with the approval of the Board. None of the members of the Committee shall be members of the Board. The Secretary or Treasurer shall assist the Committee on conducting the elections of the Club. The Chair of the Committee shall be appointed by the President with the approval of the Board.

7.06. Membership Committee. The Membership Committee shall be responsible for membership recruitment and retention, and for interpreting membership qualifications. The Chair of the Committee shall be appointed by the President from among the Board of Directors, and the Secretary shall serve on the Committee.

7.07 Ad hoc committees. Ad hoc committees may be established as the Board of Directors deems necessary. Chairs of such committees shall be appointed by the President, with the approval of the Board, from among the Club membership.

7.08. Appointments. The appointment of members to each of the committees shall be made by the President, with the approval of the Board of Directors.

ARTICLE VIII. QUORUM

Members present at the Annual Meeting shall constitute a quorum for the transaction of business. A simple majority of the members of the Board of Directors or any committee shall constitute a quorum for the transaction of business for that body.

ARTICLE IX. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the University Club in all cases to which they are applicable.

The President shall appoint a Parliamentarian for advice and interpretation.

ARTICLE X. AMENDMENTS AND ADOPTION

10.01. Amendments. Amendments to these Bylaws may be proposed in writing by any member in good standing of the University Club to the Board of Directors. Such amendment and amendments shall become a part of these Bylaws when adopted by an affirmative vote of three-quarters of the votes cast in a mail/electronic mail ballot. A quorum for this purpose shall consist of one-third of the membership.

10.02. Adoption. These Bylaws shall become effective and operative upon their adoption as provided in 10.01.

Date of Adoption: February 22, 1991, amended April 1, 2015

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