Article 1 – Name

The name of the organization shall be Willamette University Institute for Continued Learning (hereinafter: ICL).

Article 2 – Operation and Purpose

ICL is a part of Willamette University and operates under the general oversight of the University to ensure consistency with University values and policies. ICL has a dual purpose:

  1. To provide a membership-initiated, -governed, and -conducted program of non-credit study which offers qualified persons opportunities to continue their intellectual pursuits and activities within the Willamette University environment;
  2. To provide support to the University, its faculty, and its students, in achieving the mission and goals of the University.

Article 3 – Membership

Membership is open to persons 50 years of age and older who are interested in active pursuit and promotion of the purposes stated in Article 2 and who meet any other qualifications established by the board. All members are eligible to present and vote on matters before ICL at any meeting of the membership.

Article 4 – Board of Directors

Directors: The ICL Board of Directors is composed of an Executive Director, an Immediate Past Executive Director, and Directors of Curriculum Services, University Support Services, Membership Services, Financial Services, Secretarial Services, Social Services, Information Services, and Technical Services. The terms “Director” and “Directors” may include one or more “Co-Directors” for each service. Where there is more than one director for a service, they share a single vote on any matter coming to a vote of the board.

Terms of Office: Except as otherwise provided in this Article, each director shall be elected for a two year term and may serve a maximum of four consecutive years with two exceptions:

  1. The board, by a vote of a majority of its members, may allow a board member who has served four consecutive years to run for election again if that member’s technical skill or ability is critical to the functioning of ICL.
  2. If both co-directors of a service are scheduled to leave the board at the same time after 4 consecutive years, one of the co-directors may be allowed by the board to run for a term one additional year.

Vacancies: A vacancy on the board occurs upon receipt of a letter of resignation from a director or upon a determination by the board that a director is no longer able to serve. Vacancies shall be filled by action of the remaining members of the board, and the person filling the vacancy shall serve until the end of the term of the departing member.

If the Executive Director is temporarily unable to serve, the Immediate Past Executive Director shall serve in his or her place. If the Immediate Past Executive Director is unable to serve, the board shall choose an acting Executive Director from among its members.

Co-director: If the board determines that a service named in this Article would benefit from having a co-director, the board may appoint a person to that position who shall serve until a successor is elected and takes office. A person appointed under this provision may run for a full term at the next election if the person meets the criteria otherwise specified in this Constitution.

Article 5 – Provision of Services by Members, Committees, and Other Entities

  1. ICL board members shall provide educational, administrative, and other services to ICL making use of committees, work groups, or other persons or entities as directed by the board.
  2. The director or co-directors of particular services shall chair any committees formed to provide those services to the members. Members of any committee formed under this subsection shall be chosen by the chairperson from among volunteers.
  3. The board may create any positions, committees, work groups, or other entities not specifically mentioned in this Constitution that it deems desirable for the optimal functioning of ICL.
  4. Unless otherwise provided by the board, each position, committee, work group, or other entity created under this Article shall formulate its own operating procedures which are subject to approval by the board.
  5. The board shall adopt procedures for ensuring that ICL members are notified of opportunities to run for positions on the board and to volunteer for any committees, work groups, or other entities that provide services to ICL and for any other position that is created as provided in subsection (3) of this Article.

Article 6 – Responsibilities

The Executive Director shall exercise general oversight over all operations of ICL and shall conduct all meetings of the board and of the membership. Directors shall direct operations in the areas indicated by their titles. The Director of Financial Services shall be the ICL Treasurer, and the Director of Secretarial Services shall be the ICL Secretary.

The board shall establish job descriptions for all board positions. The board shall establish the responsibilities of other positions and of committees, working groups, and other entities established under this Constitution and shall approve their operating procedures where appropriate. The board shall adopt budgets annually and establish membership dues and any limit on the number of members.

The board and all entities created by the board shall operate under the general oversight of Willamette University and shall be responsible for ensuring that all ICL activities conform to the written rules, regulations, and policies of the College of Arts & Sciences and University Administration. This Constitution as well as statements of responsibilities and procedures shall be made available to the University and ICL members. Periodic reports on the activities of ICL shall also be provided to the University and ICL members.

Article 7 – Board Meetings; Meetings of Committees and Other Entities

The ICL Board of Directors shall meet monthly unless the board agrees otherwise, the dates and times to be determined by the board. Persons representing two-thirds of the maximum number of votes on the board constitute a quorum for doing business. If a quorum is present, a majority of board members eligible to vote may take action on any matter before the board. Dates, times, and locations of board meetings, except those involving personnel matters, shall be provided to the membership at least one week prior to the meeting, by means likely to inform the largest number of members. Meetings of the board shall be conducted in accordance with the most recent edition of Robert’s Rules of Order.

Committees, work groups, and other entities shall meet at the discretion of the chair.

Meetings of the board, committees, workgroups, and other entities established as provided in this Constitution shall be open to all members of ICL except for meetings held for the specific purpose of considering personnel matters.

Article 8 – Membership Meetings

There shall be an Annual Meeting of the membership at the conclusion of the Spring semester. This meeting shall include information about the board-approved membership fee and limit on the number of members for the year ahead, and may include additional business.

There shall be a General Meeting of the membership at the conclusion of the Fall semester for the election of members to the Board of Directors, as provided in Article 11, and for any additional business.

A special meeting of the membership for a defined purpose may be called by three board members or fifteen ICL members.

Advance written notices of annual, general, and special meetings shall be provided to the membership no later than one week prior to the meeting date. In providing notice, the board shall use means likely to inform the largest number of ICL members. Membership meetings shall be conducted in conformity with the most recent edition of Robert’s Rules of Order.

Half of the total number of members of ICL shall constitute a quorum for the transaction of business in a membership meeting. Except as provided in Article 12 for revisions and amendments to the Constitution, when a quorum is present, any matter before the membership shall be passed upon an affirmative vote of a majority of the members present.

Article 9 – Finances

All funds of ICL shall be held by Willamette University and administered by the ICL Treasurer according to the procedures established by the University. The fiscal year for ICL shall be the same as that for the Willamette University College of Arts and Sciences, or its successor.

Article 10 – Liabilities

As part of the University, ICL falls within the guidelines for a nonprofit organization operated solely for the purposes stated in Article 2 of this Constitution. No director of ICL shall be held responsible or liable for any debts, liabilities, or other obligations of ICL while engaged in the proper exercise of duties as a director of ICL and following the guidelines and procedures of Willamette University.

Responsibility for risks or hazards incidental to program participation is assumed by the individual participant. ICL, its Board of Directors, and Willamette University shall be held harmless except as covered by specific provisions of the University’s insurance policies.

Article 11 – Elections

  1. At least two months prior to the date scheduled for election of board members, the Executive Director shall appoint a Nominating Committee Chair, who shall select one or two committee members from among ICL members who volunteer. Board members may not serve on the Nominating Committee.
  2. The Nominating Committee shall conduct a search for ICL members who are willing to serve in a position on the Board of Directors that is scheduled to be filled in the next election. The committee will determine who is most qualified for each open position.
  3. An ICL member may nominate themselves or another member to any open position. A member may not nominate more than one person to any one open position. Nominations under this section shall be made by sending names and qualifications to the Nominating Committee at least one month prior to the date of the election. The committee shall determine whether a person nominated under this section is qualified for the position.
  4. The committee shall present a report to the board listing the names of people the committee has found under sections 2 and 3 of this Article to be qualified for each position. The board may request that the committee reconsider the choices.
  5. The Nominating Committee shall send its report to the full membership at least two full weeks prior to the date of the election. The Chair of the Nominating Committee shall present all nominees for positions on the Board of Directors at the General Membership meeting that is held for elections. The Presiding Officer may call for a voice vote unless there are multiple candidates for any office, in which case the vote shall be by written ballot.
  6. Newly elected directors shall assume their duties at the conclusion of the Spring term. Spring semester may be used for the purposes of training newly elected directors.

Article 12 – 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. If a quorum is present, revisions or amendments must be approved by two-thirds (⅔) of the members present and by the University.

Article 13 – Emergency Provisions

The board may adopt rules and procedures for an election or vote that is scheduled to be held at a time when ICL is unable to meet in person because of circumstances beyond the control of ICL. Rules and procedures may include quorum requirements and procedures for casting votes that are different from those otherwise provided in this Constitution.

Article 14 – Effective Date

This constitution takes effect on November 24, 2021.


Willamette University

Institute for Continued Learning

900 State Street
Salem Oregon 97301 U.S.A.

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