ARTICLE I - NAME
The name of the organization shall be Willamette University Institute for Continued Learning (hereinafter WUICL).
ARTICLE II - PURPOSE
WUICL has a dual purpose:
(a) to provide a membership-initiated, -governed, and -conducted program of non-credit study which offers retired and semi-retired persons opportunities to continue their intellectual pursuits and activities within the Willamette University environment;
(b) to provide support to the University, its faculty, and its students, in achieving the mission and goals of the University.
WUICL is a part of the University and operates under the general oversight of the University to ensure consistency with University values and policies.
ARTICLE III - MEMBERSHIP
Membership is open to persons 50 years of age and older who are interested in active pursuit and promotion of the above-stated purpose. All members are eligible to present and vote on matters before WUICL at any meeting of the membership.
ARTICLE IV - OFFICERS & BOARD
The officers of WUICL shall be an Executive Director, Immediate Past Executive Director, and Directors of Curriculum Services, University Support Services, Membership Services, Financial Services, Secretarial Services, Social Services, and Information Services. The terms “Director” and “Directors” may include one or more “Co-Directors” in each category. These officers shall constitute a governing Board of Directors. Where there is more than one Director/Co-Director in any given category, they shall share a single vote on any matter coming to a vote of the Board. All officers shall be elected annually. Vacancies which may occur on the Board on receipt of a letter of resignation or determination of inability to serve shall be filled by action of the remaining members of the Board. When the Executive Director is temporarily unable to serve, another Director shall serve in his or her place. The above listing order shall be the order of precedence for such assumption of duties.
ICL Directors shall serve a maximum of four years with 2 exceptions. (1) The Board, by a vote of 2/3 or more of the members, may choose to extend the term of a Board member, if that member's technical skill or ability is critical to the functioning of ICL, e.g. Information Director. (2) In the event that both co-directors of a service would be scheduled to exit the board at the same time, the term of the Board member with the least seniority shall be extended one additional year.
ARTICLE V - ADMINISTRATIVE WORKING GROUPS
Those administrative services provided for WUICL by its own membership shall be performed by standing/ongoing working groups, each operating under the direction of one of the Directors. Staffing of these groups shall be accomplished by an organization and procedures specified by the Board.
ARTICLE VI - COMMITTEES
The chairs of the Nominating Committee and any ad hoc committees shall be appointed by the Executive Director. Committee chairs shall select their members from the membership. The Executive Director shall be an ex-officio member of all committees except the Nominating Committee, in which the Executive Director shall not serve in any capacity.
ARTICLE VII - RESPONSIBILITIES OF BOARD, OFFICERS AND WORKING GROUPS
The Executive Director shall exercise general oversight over all operations of the Directors and working groups, and shall conduct all meetings of the Board and of the membership, including the Annual Meeting. The Directors shall direct the operations of the working groups in the areas indicated by their titles, and shall act as welcoming hosts for the events sponsored by those groups. The Director of Financial Services shall be the WUICL Treasurer, and the Director of Secretarial Services shall be the WUICL Secretary.
The Board shall establish statements detailing the responsibilities of the working groups, and shall approve their operating procedures. The Board shall also approve establishment of any ad hoc committees and take any actions recommended by such committees, at the Board’s discretion. The Board shall adopt budgets annually and establish membership dues and any limit on the number of members.
The Board and all officers and working groups shall operate under the general oversight of the University, and shall be responsible for ensuring that all WUICL activities conform to the rules, regulations and policies of the College of Liberal Arts and University Administration. Statements of responsibilities and procedures (as well as this Constitution) shall be made available to the University and the WUICL membership. Appropriate periodic reports on the activities of the Board, officers and working groups shall also be provided to the University and the membership.
ARTICLE VIII - MEETINGS
The Board of Directors shall meet monthly except by agreement of the Board, the dates and times to be determined by the Board. A majority of the Board shall constitute a quorum. Working groups shall meet as determined by their Directors, and Directors shall present reports of those meetings at the monthly Board meetings. All meetings of the Board and the working groups shall be open to the membership and to the University (except for meetings held for the specific purpose of considering personnel matters). Dates, times and locations of the meetings shall be provided to the membership and the University.
There shall be an Annual Meeting at the conclusion of the Spring semester. This meeting shall include the annual election of officers, information of the Board-approved membership fee and limit on the number of members for the year ahead, and any additional business. Regular meetings of the membership may be held at the conclusion of any semester. Other meetings may be called by three Board members or fifteen WUICL members requesting a special meeting. Advance written notices of annual and special meetings shall be in the hands of the membership and the University no later than one week prior to the meeting date. Meetings shall be conducted in conformity with the most recent edition of Robert’s Rules of Order.
ARTICLE IX FINANCES
All funds of WUICL shall be held in an account by the Willamette University Accounting Office and administered by the Treasurer according to the procedures established by the Accounting Office. The Fiscal Year for WUICL shall be from June 1 through May 31.
ARTICLE X - LIABILITIES
As part of the University, WUICL falls within the guidelines for a nonprofit organization operated solely for the purposes stated in Article II. No officer of WUICL shall be held responsible or liable for any debts, liabilities, or other obligations of WUICL while engaged in the proper exercise of duties as an officer of WUICL, and following the guidelines and procedures of Willamette University.
Responsibility for risks or hazards incidental to program participation is assumed by the individual participant. WUICL and Willamette University shall be held harmless except as covered by specific provisions of the University’s insurance policies.
ARTICLE XI - ELECTIONS
The Executive Director shall appoint a Nominating Committee Chair in January of each year. The Nominating Committee shall present a report to the Board describing the conduct and results of their search for persons qualified and willing to serve in each office. On completion of this Board hearing and response to any suggestions from the Board, but at least one month prior to the Annual Meeting, the report of the Nominating Committee shall be posted on the WUICL Bulletin Board and forwarded to the University. The report of the Nominating Committee shall also be included in the notice of the Annual Meeting. The Committee Chair shall present the nominees at the Annual Meeting. Nominations may also be made by WUICL members, and posted on the WUICL Bulletin Board with the names of the nominating members and statements of the nominees’ qualifications and willingness to serve. The deadline for such postings shall be one week prior to the date of the election. Election shall be by a majority vote of those members present, by written ballot unless absence of multiple candidates for each office permits a unanimous vote.
Those persons elected shall take office as of the Annual Meeting adjournment, each to serve for a term of one year or until their successors are elected.
ARTICLE XII - AMENDMENTS
Any revisions or amendments to this Constitution may be made at any meeting of the membership, provided the proposed revision or amendment has been submitted in writing to the membership no later than one week prior to the meeting. Any amendment must be approved by two-thirds (2/3) of the members present and by the University.
Reviewed April 19, 2015