President .................. R. Jeffrey Blair
Vice President .................. Ann Ching
Secretary .................. M. Gay Conklin
Treasurer .................... Judith Guffey
Parliamentarian .................... [vacant]
UHAA Representative ............ [vacant]
Special Events .................... [vacant]
Newsletter ........................ [vacant]
Membership ...................... [vacant]
Fund Raising ..................... [vacant]
Nominating ....................... [vacant]
The name of this organization shall be the University of Hawaii Alumni Association - Department of English as a Second Language Chapter.
SECTION 1. The purpose of the UHAA-DESLC is to:
SECTION 2. THE UHAA-DESLCC:
SECTION 1. Annual membership shall be open to University of Hawaii graduates of all campuses, former students of any campus in the UH system, and supporters of the University of Hawaii. Active membership in this organization can be obtained by registration with the Alumni Affairs Office of the University of Hawaii and the annual payment of dues.
SECTION 2. Life membership shall be given to those persons who have made the Life Membership dues payment to UHAA, designating UHAA-DESLC as their alumni constituent group.
SECTION 3. Rights and Privileges of Members. Every Annual or Life member who has paid the annual or life dues as determined by the University of Hawaii Alumni Association will be entitled to basic benefits awarded to members and be eligible to become a member of the UHAA-DESLC Board of Directors and an officer of this organization, if so elected or appointed as stated in these Bylaws
SECTION 4. Membership Dues. The University of Hawaii Alumni Association will determine the amount and collect dues thereby granting membership in both the University of Hawaii Alumni Association and this organization. Any member who is in arrears for more than one year will, after due notification, be dropped from membership.
ARTICLE IV--BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall manage the affairs of the UHAA-DESLC. It shall consist of at least seven (7) but no more than fifteen (15) members from the current officers, immediate past president, and those elected by the general membership at the annual meeting. The terms of the Directors shall be staggered (one, two, or three years) so that approximately one-third shall be elected each year. Notwithstanding anything to the contrary herein, each member of the Board of Directors shall continue to serve in his/her position until the term is completed, or until a successor is elected as provided in Article IX herein, except in the case of death, resignation, or removal as provided in these Bylaws.
SECTION 2. Resignation and Removal of Directors. Any Director may resign by giving written notice of his/her resignation to the Board or to the President or Secretary of the UHAA-DESLC. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed from office, with or without cause, at any time by a two-thirds vote of all Directors then serving in office.
SECTION 3. Vacancies. Vacancies in the Board, however arising, shall be filled for the remainder of the applicable term by the President subject to ratification by a majority vote of all Directors then serving in office at any regular meeting of the Board or at a special meeting of the Board called for that purpose.
SECTION 4. Meetings of the Board. The Board of Directors shall meet each year immediately after the annual meeting of the members to elect officers and consider other business. Special meetings of the Board of Directors may be called at any time by the President or by any two members of the Board. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other. Participation by this means shall constitute presence in person at a meeting.
SECTION 5. Action without a Meeting. Action may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors then serving in office.
SECTION 6. Responsibilities. It shall be the responsibility of the Board of Directors to manage the affairs of the UHAA-DESLC in accordance with these Bylaws and to:
ARTICLE V--OFFICERS AND DUTIES
SECTION 1. The principal officers of the UHAA-DESLC shall be chosen by the Board of Directors and shall consist of President, Vice-President, Secretary, and Treasurer. Officers will serve terms of one year (July 1 - June 30) and may continue to serve by being re-elected, provided the individual has not completed his/her third consecutive term in office. The Board of Directors at any meeting may by resolution elect or appoint additional officers and determine their terms of office, as it may deem advisable. Two or more offices may be held by the same individual; provided the organization shall have at least two individuals as officers, and provided further, at least two of the officers shall be Members of the Board of Directors. Notwithstanding anything herein to the contrary, each officer shall continue to serve in his/her position until the term is completed, or until a successor is elected as provided in Article IV herein, except in the case of death, resignation, or removal as provided for in these Bylaws.
SECTION 2 Resignation and Removal of Officers. Any officer may resign by giving written notice of his/her resignation to the Board or to the President or Secretary of the UHAA-DESLC. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed from office, with or without cause, at any time by a two-thirds vote of all Directors then serving in office.
SECTION 3. Vacancies. Vacancies among the officers, however arising, shall be filled for the remainder of the applicable term by a majority vote of the Directors present at any regular or special meeting of the Board at which a quorum is present, and the Secretary shall notify the membership of such action.
SECTION 4. Duties of the officers are as follows:
The President shall appoint the Chairperson of the following committees, and other committees as needed, with the approval of the Board of Directors:
No Officer, Director, Committee Chairperson, or member shall receive any compensation for services to the UHAA-DESLC.
ARTICLE VIII--LIABILITY AND INDEMNIFICATION
SECTION 1. Liability. No Officer, Director, or Committee Chairperson shall be liable to the organization on account of any action or omission by such person, if such person acted in good faith and in a manner reasonably believed by such person to be in the best interests of the organization and, with respect to any criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. The Officers and Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 2. Indemnification. The corporation to the fullest extent permissible under the laws of Hawaii shall indemnify the Officers and Directors of the corporation.
SECTION 1. Directors shall be chosen by vote of the general membership. The Board of Directors shall appoint a Nominating Committee to publicize vacancies on the Board to occur the following July and to gather nominations from the membership
SECTION 2. The Nominating Committee shall initiate the election process by sending a written notice to each member at least 60 days before the annual/election meeting. The notice or announcement shall contain nominating instructions, including notice that written consent of the nominee is required in every case. No member in arrears in dues shall be accepted for nomination to any office or position.
SECTION 3. Criteria for Selection of Nominees for the Board of Directors. The Nominating Committee shall recommend persons representative of the membership of the organization and shall give particular attention to the interest of the nominee in the affairs of the UHAA-DESLC.
SECTION 4. A written notice with the recommended slate will be sent to each member at least 30 days before the annual/election meeting. Each member who has paid the prescribed dues shall be eligible to vote. Election of the members-at-large to the Board of Directors may at the direction of the Board of Directors be by mail ballot or taken at the annual meeting of the membership.
ARTICLE X--GENERAL MEMBERSHIP MEETINGS
SECTION 1. Annual Meeting. The annual meeting of the UHAA-DESLC membership shall be held during the thirty-day period from mid-May to mid-June, or on such other date as may be fixed by the Board of Directors in conjunction with the election of Officers and other Directors.
SECTION 2. Special Meetings. With the concurrence of the Board, the President may call special meetings of the membership. Written notice of the special meeting shall be sent to members not later than 20 days before the meeting.
SECTION 3. Quorum. At any meeting of members, five percent (5%) of the members entitled to vote in person or by proxy shall constitute a quorum, and the concurring vote of a majority of the members constituting a quorum shall be valid and binding upon the organization.
ARTICLE XI--AMENDMENT OF BYLAWS
These Bylaws may be amended, altered, or repealed and new or additional Bylaws may be adopted by: (a) at least two-thirds vote of the voting members of the Board of Directors, at a meeting at which a quorum was present or (b) a statement that such amendment was adopted by consent in writing, signed by all voting members of the Board of Directors. Written notice of the approved amendment(s) shall be distributed to the members.
ARTICLE XII--PARLIAMENTARY AUTHORITY
The parliamentary authority governing the conduct of meetings shall be the current edition of Robert's Rules of Order (newly revised) except where those rules conflict with law, the Bylaws of the UHAA-DESLC, or rules established by the Board.
On dissolution of the UHAA-DESLC, the Board of Directors, after paying of making provision for the payment of all liabilities, shall transfer all remaining assets to UHAA; or, if not feasible, shall dispose of its remaining assets exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code or any other corresponding provision of United States law.