Constitution, California Conference of the American Association of University Professors
(ratified September 2015; amended April 2016)
(ratified September 2015; amended April 2016)
Article I: Name
1. This organization shall be named the California Conference of the American Association of University Professors. Hereinafter it is referred to as "the Conference.” The Conference shall operate as a social welfare organization under Section 501(c)(4) of the Internal Revenue Code for the below stated purposes. The Conference is formally chartered by the national American Association of University Professors (“the AAUP”) and, as a chartered entity, shall work in harmony with the national AAUP.
Article II: Purpose
1. The purpose of the Conference shall be to initiate, advance, and coordinate action on the state level consistent with the principles and policies of the American Association of University Professors within the State of California. Those principles and policies include promoting the interests of higher education and scholarly research; protecting academic freedom and tenure; facilitating cooperation among all facets of college and university communities; and advancing the standards, ideals and welfare of the academic profession. The Conference shall foster the mission of the AAUP in coordination with other AAUP bodies.
Article III: Membership and Affiliation
1. All AAUP members in California are eligible for membership in the Conference.
2. For the purposes of participating in the affairs of the Conference and of receiving its services, an individual member must remain a member in good standing of the national AAUP, and must not be more than 3 months in arrears in paying her/his Conference dues. Members of the Conference who do not belong to affiliated chapters (see below) shall be considered At-Large members of the Conference.
3. The Conference is primarily a federation of AAUP chapters in California. Any such chapter is eligible for affiliation according to the terms below.
4. For the purposes of participating in the affairs of the Conference and of receiving its services, a chapter shall be considered an affiliate if it is not more than one year in arrears in paying Conference dues on all its members.
5. Notwithstanding Section 4 above, chapters that affiliated with the Conference under terms negotiated prior to this Constitution taking effect shall be considered affiliates in good standing as long as they honor the terms of the previous agreement. Such chapters shall be encouraged to renegotiate terms of affiliation consistent with this document as soon as possible, and must negotiate such terms after the expiration of any agreement providing exceptions to the terms described herein.
6. A newly organized chapter is eligible for affiliation as soon as that chapter has been officially recognized by the national office of the AAUP. If the AAUP revokes a chapter's charter, that chapter shall lose its Conference affiliation.
Article IV: Organization
1. The Executive Board shall consist of the following officers: President,; four Vice Presidents representing the Conference's four primary constituencies: 1) Private Colleges and Universities; 2) Community Colleges; 3) the California State University (CSU); and 4) the University of California (UC),); plus a Secretary-Treasurer (hereinafter “the Officers”). All Executive Board Officers shall be elected by Members as defined in Article III and in accordance with Article VIII.
2. The Steering Committee shall consist of Executive Board members plus two representatives of the California Faculty Association (CFA), as elected from time to time by the CFA. Additional members may be added to the Steering Committee if a faculty organization whose members make up 25% or more of the Conference requests a representative on the Steering Committee, or by a 2/3 vote of the Executive Board.
3. The General Membership (hereinafter "the Membership") shall consist of all At-Large members and all members of chapters that are affiliates of the Conference.
4. The Executive Board may create, task, and dissolve standing, special, and ad hoc committees as circumstances and needs warrant, excepting the Nominating Committee whose structure or designated functions may only be altered as a result of an amendment to this Constitution passed in accordance with Article X.
5. The Nominating Committee shall be chaired by the Immediate Past President of the Conference and shall include the Past President and one designee from each of the four current Vice Presidents.
6. The Steering Committee may appoint paid and voluntary employees of the Conference. The Board shall set the term of service for each, shall conduct regular reviews of the services provided, and, if necessary, shall dismiss for cause, following AAUP principles in such matters.
7. The President has primary responsibility for making Conference appointments, including appointments to Committees, and the appointment of External Observers in cases where the decision has been made to provide one upon the request of an individual member or an affiliated chapter.
8. The Secretary-Treasurer shall oversee the issuing of the newsletter and other Conference publications.
9. The Conference shall establish and maintain its own bank account. The Conference shall obtain its own federal employer identification number.
Article V: General Membership
1. The Membership elects the Officers of the Conference according to the procedures described in Article VIII. It also must approve any changes to this Constitution according to the procedures described in Article X.
2. Recognizing the geographic size of California and dispersal of the Conference's membership, regular meetings of the Membership are not practicable. The Membership shall be provided with an annual report of the Conference's activities for the previous calendar year no later than March 31st of the next year. Said report may be issued as an edition of the newsletter and must contain a year-end budget report, list of current Officers and committee members, contact information for the Conference, and adequate explanation for how an individual member might request additional information, including but not limited to a copy of the Constitution and the agenda and minutes of Executive Board and Committee meetings (excluding business conducted in Executive session).
Article VI: Executive Board
1. The Executive Board shall meet at least once a year. Additional meetings may be called by the President or on unanimous petition of the four Vice Presidents. Upon receiving instructions from the President or petition from the Vice Presidents, the Secretary-Treasurer shall schedule a meeting for an appropriate time and place. At least two weeks’ notice of any such meeting must be provided to all Executive Board members and to the presidents of all the Conference's affiliated chapters.
2. Meetings of the Executive Board shall be open to all Conference members, excepting those meetings, or parts of meetings, that the Executive Board is in Executive Session.
3. A quorum shall consist of 50% of the Executive Board's members, plus one.
4. The Steering Committee shall have the responsibility to interpret this Constitution between meetings of the Executive Board, but the Steering Committee's interpretations may be overruled by the Executive Board at its next meeting. All interpretations, whether from the Steering Committee or from the Executive Board, shall be reported to the Membership as part of the annual report.
5. The Executive Board shall manage the affairs of the Conference in accordance with this Constitution. The powers and duties of the Executive Board shall include the following specific matters:
(a) Authorize establishment and dissolution of standing, special, and ad hoc committees (except the Nomination Committee); approve changes to committees; approve the President's appointment of committee members; review committee deliberations and actions; and approve committee reports.
(b) Establish the Conference budget.
(c) Determine the level of Conference dues, fees, and fees for service.
(d) Act upon allegations of nonfeasance or malfeasance on the part of any Conference Officer. The Executive Board will hear evidence from all interested parties. If, by a two-thirds vote, the Executive Board finds the allegations sustained, it shall declare the post held by that Officer vacant.
(e) Approve actions taken by the Steering Committee between meetings of the Executive Board.
Article VII: Steering Committee and Officers
1. The Steering Committee shall conduct the business of the Conference between meetings of the Executive Board. The actions of the Steering Committee between Executive Board meetings shall be submitted to the Executive Board for approval.
2. The Steering Committee shall meet at least twice annually. Additional meetings may be called by the President or on unanimous petition of the four Vice Presidents. Upon receiving instructions from the President or petition from the Vice Presidents, the Secretary-Treasurer shall schedule a meeting for an appropriate time and place. At least two weeks’ notice of any such meeting must be provided to all Executive Board members and to the presidents of all the Conference's affiliated chapters.
3. Meetings of the Steering Committee shall be open to all Conference members, except those meetings, or parts of meetings, that the Steering Committee is in Executive Session.
4. A quorum shall consist of 51% of the Steering Committee's members.
5. The President shall be elected for a two-year term. Candidates for the position of President shall be selected according to a rotation through the Conference’s four primary constituencies. The first President shall be from the Community College sector and shall serve a one-year term. The rotation shall be Community Colleges, CSU, Private Colleges and Universities, and UC, unless the Steering Committee decides unanimously at a scheduled meeting to make an exception to the rotation schedule. The President shall chair all Executive Board and Steering Committee meetings and shall set the agenda for those bodies. The President shall only vote on motions in the event of a tied vote. Should the President become unable to fulfill the functions of the office, the Secretary-Treasurer shall act in his/her stead until the next election cycle at which time a new President shall be elected. Should such an event result in the elections of Secretary-Treasurer and President falling in the same election cycle, an additional year shall be added to the Secretary-Treasurer's term.
6. Vice Presidents shall serve two-year terms and may serve up to 3 consecutive terms. Each Vice President will represent a particular sector of higher education. The initial two Vice Presidents chosen to represent the CSU and the UC systems shall serve one-year terms. Each Vice President shall have primary responsibility for the Conference's outreach in the sector they represent and shall work to advance the AAUP's principles and expand the organization in their sector.
7. The Secretary-Treasurer shall serve a two-year term and may serve up to 3 consecutive terms. The Secretary-Treasurer shall oversee the Conference's finances; oversee maintenance of the official records of the Conference; oversee maintenance of the Conference's website; and ensuring that the Conference maintains an up-to-date database of AAUP members in the State. The Secretary-Treasurer shall prepare the Conference's annual report, submitting it first to the Executive Board for approval and subsequently to the Membership.
Article VIII: Elections
1. Designations for the Nominating Committee shall be made on or before September 1st of each year, and the Committee shall conclude its work by December 1st.
2. Consistent with this Constitution and subject to review by the Steering Committee, the Nominating Committee may issue reasonable rules and procedures governing the nomination and election of the Officers of the Conference.
3. The Nominating Committee will announce a call for nominations for open seats on the Executive Board by October 1st. The Nominating Committee shall seek and receive suggestions from the Membership; consult with chapter presidents and statewide officers, as appropriate, with regard to persons to be nominated; encourage the submission of nomination petitions; and, if the deadline for receipt of nomination petitions has passed with no nominees submitted for a given position, then the Nominating Committee shall nominate at least one eligible Conference member for that position.
4. An eligible Conference member may become a nominee for an Executive Board office by submitting to the Nominating Committee a petition signed by at least 5% of qualified Conference members.
(a) In election years, the Nominating Committee shall ensure selection of at least one candidate for President. Candidates shall be selected from the appropriate sector for that election cycle. Upon petition of 5% of the Membership from the sector slated to provide the next President, additional candidates may be added to the ballot. Such petitions must be delivered to the Secretary-Treasurer on or before December 1st.
(b) In election years, the Nominating Committee shall ensure that there is at least one candidate for Secretary-Treasurer without regard to constituency. Upon petition of 2% of the Membership, additional candidates may be added to the ballot. Such petitions must be delivered to the Secretary-Treasurer on or before December 1st.
(c) In election years, the Nominating Committee shall ensure that there is at least one candidate for the office of Vice President in each conference sector (Community Colleges; University of California; Private Colleges and Universities; and California State Universities). Candidates for each Vice President’s position must be from the appropriate sector. The Committee shall consult with chapter presidents and statewide officers as appropriate in making selections of candidates for Vice President in the four sectors. Upon petition of 5% of the Membership from the appropriate sector, additional candidates may be added to the ballot. Such petitions must be delivered to the Secretary-Treasurer on or before December 1st.
5. Ballots will show the names of all candidates selected by the Nominating Committee, as well as the names of any additional candidates nominated by petition and received by the Secretary-Treasurer on or before December 1st. The Secretary-Treasurer shall confirm that those nominated are eligible to run and that those submitting nomination petitions are eligible to make such nominations. Members may not add the names of additional candidates to their ballots after the nominations period described herein has passed.
6. Elections shall be by secret ballot of the Membership. The candidate receiving the plurality of the votes shall be elected.
7. Upon completion of each election, officers so elected will immediately commence their two-year terms.
8. In the event of resignation or inability of an Executive Board member to fulfil their term, the President, with approval of the majority of Executive Board members, may appoint a CA-AAUP member in good standing to complete the term of an elected Executive Board member until the next election cycle for the vacated seat.
Article IX: Standing, Special, and Ad Hoc Committees
1. By action of the Executive Board, the Conference shall establish such standing, special, and ad hoc committees as are necessary to advance its work. This power to establish committees entails the power to dissolve them.
2. The Executive Board shall determine the size, composition, length of members' terms, and the charge to each committee. It shall advise the President regarding the appointment of committee members.
3. Substantive changes to the charge of a committee, whether proposed by the committee itself or by others, shall be subject to approval by the Executive Board.
4. All those in the Membership shall be eligible to serve on a committee. In exceptional cases in which the Executive Board deems it appropriate, other qualified AAUP members may be appointed to serve on Conference committees.
5. Committee meetings shall be open to the Membership unless a committee officially rules that it is to meet in Executive Session. Chairs may invite other individuals, whether AAUP members or not, to attend Committee meetings.
Article X: Ratification and Amendments
1. Initial ratification of this Constitution shall be conducted by a vote of the Membership. Approval shall require a two-thirds majority of those voting.
2. Amendments to this Constitution may be proposed by any affiliated chapter, by the Board, by any Conference committee, or upon petition by 2% of the Membership. Such proposals shall be submitted in writing to the Secretary-Treasurer. Upon receipt of such a proposal, the Secretary-Treasurer shall submit the proposal to the Board for consideration and comment. The Secretary-Treasurer shall also communicate the proposal to each affiliated chapter. Within 60 days of receipt of the proposal by the Secretary-Treasurer, the proposal, along with the majority opinion of the Board, shall be submitted to the Membership for a vote.
3. The Executive Board shall determine the method by which proposed amendments to this Constitution are submitted to Members, and the method by which Members will cast their votes on proposed amendments to this Constitution.
(a) Submission of Amendments: The Executive Board may submit proposed amendments to the Membership by paper ballot or electronically. The submission of proposed amendments must include complete instructions for return of the Member’s vote. Submissions must also include a list of all current Conference officers, contact information for all Conference officers, and an explanation of how Members might request additional information regarding proposed amendments.
(b) Voting on Proposed Amendments to this Constitution: Enactment of amendments shall require a two-thirds majority of those voting. As determined by the Board in the preceding section, Members may vote by paper ballot or electronically.
Article XI: Relationship Between National AAUP and California State Conference
1. The California State Conference is authorized to speak on behalf of itself in promoting AAUP policies and principles.
2. The California State Conference is not a legal agent of the national AAUP and the national AAUP is not a legal agent of the California State Conference. Neither the national AAUP nor the California State Conference shall have the right or power to bind or obligate the other party in any manner. Neither the national AAUP nor the California State Conference shall be liable for any act, error, omission, debt, or other liability or obligation of the other party.
Article XII: Procedural Matters
1. Rules of Order. Except as otherwise provided in the Constitution, meetings shall be governed by Robert's Rules of Order (most current edition). Individuals chairing meetings of the Conference (including, but not limited to Executive Board and Steering Committee meetings) may appoint a parliamentarian for each meeting.
2. Dissolution. In the event of the liquidation or dissolution of the Conference, the last Executive Board shall cause all of the property and assets of the Conference to be assigned, transferred, and conveyed to the national AAUP, which is currently located at 1012 14th Street, N.W., Suite 500, Washington, D.C., 20005.
3. Voting. Unless otherwise specified, voting shall be conducted by mail ballot.
4. Resolutions. Resolutions brought before the Board may be passed on behalf of the Conference by a two-thirds majority of Board members voting.
5. Enabling Act. This Constitution will go into effect immediately upon adoption by the Conference membership.
Article XIII: Prohibition against Private Inurement
No part of the net earnings of this organization shall inure to the benefit or be distributed to any director, employee or other individual, partnership, estate, trust or corporation having a personal or private interest in the Conference. Compensation for services actually rendered and reimbursement for expenses actually incurred in attending to the affairs of the Conference shall be limited to reasonable amounts.