Bylaws of the FACULTY ASSOCIATION at the UNIVERSITY OF CALIFORNIA, LOS ANGELES
Article I. NAME
The name of this association, referred to as Association in these Bylaws, is “FACULTY ASSOCIATION at the UNIVERSITY OF CALIFORNIA, LOS ANGELES.”
Article II. Purposes
Section 1. The Association shall have as its general objectives to: organize faculty who are not represented by any collective bargaining organizations; further the professional and scholarly values held by faculty, protect the rights and responsibilities of faculty, maintain and improve the standing of public higher education in California, and improve the working conditions and general welfare of the faculty.
Section 2. The Association shall have as its principal functions:
a. Inform, consult with, and seek to represent faculty interests to all agencies whose decisions affect the faculty. Gather and disseminate information to the faculty on issues before local, state, and federal governments.
b. Encourage the development of, maintain contact with, coordinate its activities with similar associations on other campuses of the University of California, other California universities, and universities and colleges in other states and other countries.
c. Facilitate disseminating information on higher education principles and practices, including but not limited to AAUP standards and policy statements.
d. Facilitate effective cooperation among teachers and research scholars in universities and colleges, and in professional schools of similar grade, for the promotion of the interests of higher education and research, and in general to increase the usefulness and advance the standards, ideals, and welfare of the profession.
e. Defend academic freedom and shared governance at the University of California, Los Angeles, and throughout higher education
f. Advocate for education as a public good and for robust public funding education at all levels.
g. Develop and deploy organizing strategies that may include but are not limited to unionization and collective bargaining.
Section 3. In furtherance of the purposes described above, but not in limitation thereof, the Association shall have the power to conduct studies; to disseminate statistics and other information; to engage in various fund-raising activities; to conduct promotional activities, including advertising and publicity, in or by any suitable manner of media; to hold such property as is necessary to accomplish its purposes; and to employ individuals to represent the association in lawsuits, negotiations, and for other purposes.
ARTICLE III. MEMBERSHIP
Membership in the Association is open to individuals in all categories of faculty, including both non-senate faculty and those eligible for membership in the Los Angeles Division of the Academic Senate, except for those holding full-time administrative positions at the rank of Dean and above. Members who hold administrative positions above the level of Department Chair may not serve on the Executive Board.
Article IV. RELATIONSHIP TO THE LOS ANGELES DIVISION
The Association shall carry out its functions independent of the activities of the Los Angeles Division of the Academic Senate and its committees. It shall support the principle of shared governance as historically expressed in the delegation of authority by the Board of Regents to the Academic Senate.
Article V. EXECUTIVE BOARD AND OFFICERS
Section 1. There shall be an Executive Board consisting of at least five, and no more than nine, persons elected by the membership. In addition to these elected seats, the elected members of the Executive Board may appoint up to four Executive Board members, whose powers and duties shall be the same as elected Board members unless otherwise specified herein.
Section 2. Subject to the voting procedures of Section 4, Executive Board members ordinarily shall be elected to two-year terms beginning July 1, staggered so that in any year the Board’s elected members consist approximately half of those in their first year and half of those in their second year of their terms. Appointed members shall serve from the time of their appointment through the following June 30.
Section 3. Only Association members in good standing shall be eligible to be candidates for the Board.
Section 4.
a. Elections for the Board shall be by vote of the members in good standing using a cumulative voting system. Each member shall be entitled to cast a number of votes equal to the number of elected Board seats available to be filled, but no more than the number of candidates on the ballot. A member may distribute their votes among candidates as they see fit, including casting multiple votes for one or more candidates.
b. The highest vote-getters shall fill the available seats, starting with seats carrying two-year terms and then filling any one-year seats with the next-highest vote-getters. To fill a seat, a candidate must also receive a number of votes equal to at least half the number of members casting any votes in the election. Any elected seats that cannot be filled based on the votes cast shall remain vacant until the next annual election and may not be filled by the Board.
c. The number of two-year and one-year elected seats available to be filled shall be set to provide for staggered terms as follows:
| Previously elected Board Members Continuing into a Second Year | New two-year terms available to be filled | New one-year terms available to be filled |
| 5 | 4 | 0 |
| 4 | 5 | 0 |
| 3 | 5 | 1 |
| 2 | 4 | 3 |
| 1 | 4 | 4 |
| 0 | 3 | 6 |
Transition provision: If these Bylaws are adopted between July 1 and March 31, an Executive Board election shall be conducted as soon as practicable, with terms to begin as soon as practicable followed by a selection of officers. Otherwise, the Executive Board in place at adoption shall remain in office until the June 30 following adoption. In the first election conducted after adoption of these Bylaws, there shall be five two-year and four one-year seats available to be filled. These one-year terms shall expire on the first June 30 more than six months after voting closes, and these two-year terms shall expire on the subsequent June 30. The first election following adoption of these Bylaws shall otherwise conform with this Article.
Section 5. Candidates for Executive Board shall be placed on the ballot either by the Elections Committee or by petition, with the candidate’s consent.
a. The Board shall appoint an Elections Committee to be responsible for the conduct of elections to the Executive Board. The Elections Committee may consist of any members of the Association, whether or not they are members of the Executive Board, except that no member of the Elections Committee may appear on the Executive Board ballot by nomination of the Elections Committee. The Elections Committee shall nominate at least as many candidates as necessary for the Executive Board to attain its minimum number of elected members, and no more than two plus the number necessary to fill all available elected seats.
b. After the Elections Committee announces its nominations and before voting begins, members shall have a reasonable opportunity to nominate additional candidates by petition. Any eligible candidate may be placed on the ballot by petition to the Secretary of members in good standing; the minimum number of such members is the greater of ten members or 5% of the membership at the time the Elections Committee announces its nominations.
c. Each spring, the Elections Committee shall determine and announce the timeline and mechanics that effectuate the Executive Board election process specified in this Article, including the prompt announcement of election results. Each Association member in good standing shall have the opportunity to cast a ballot directly, rather than at an Association meeting. For each candidate, the ballot shall indicate whether they were nominated by the Elections Committee or by petition. Those eligible to cast a ballot for Executive Board shall be all members in good standing as of the day before ballots are distributed to the membership.
Section 6. If an elected seat on the Executive Board is filled by election but then becomes vacant during the Board member’s term, the seat may be filled by action of the Executive Board. Such appointees do not count toward the limit on appointed seats in Section 1, and they shall serve from the time of their appointment through the following June 30, with the seat to become available to be filled at the next Board election.
Section 7. The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. These officers shall be selected by the Executive Board from within its own ranks. Selection of officers shall take place annually following constitution of each new Board on July 1, and these officers shall serve until successors are selected. Officers once selected may be removed from the officer role by a two-thirds vote of all other members of the Board acting at a meeting of the Board. If an officer position becomes vacant by removal or otherwise, the vacancy shall be filled by action of the Executive Board.
Article VI. DUTIES OF EXECUTIVE BOARD AND OFFICERS
Section 1. The Executive Board shall act as the governing body of the Association between membership meetings. The Board shall meet at the discretion of the President or at the request of three members of the Board. A majority of the Board shall constitute a quorum for binding votes. Unless otherwise specified, the Board may act by majority vote of Board members present at a meeting. At the discretion of the President and absent objection from any member of the Board, the Board may act outside of a synchronous meeting based on a vote called by the President through email or an electronic forum, so long as the call for the vote and the votes cast are visible to all members of the Board; such a vote requires a majority of all Board members.
Section 2. Minutes of Executive Board meetings, or of any Executive Board decision made outside of a meeting, shall promptly be made available to the Association’s membership and shall include each Board member’s vote with regard to any Board decisions.
Section 3. The officers of the Association shall perform the following duties:
a. The President presides over membership meetings and Executive Board meetings, issues the call for such meetings, supervises the administration of the Association’s programs, and represents the Association to other bodies and the public. The President may authorize specific expenditures of funds that carry out policies or programs of the Association duly adopted by the Executive Board or membership.
b. The Vice-President assists the President in their duties and performs those duties should the President be unable to do so. If the Vice-President is unavailable or consents, the President may delegate presidential responsibilities to another member of the Executive Board.
c. The Secretary keeps records of the Association, including the minutes of all regular and special membership meetings and all meetings and decisions of the Executive Board; conducts the ordinary correspondence of the Association; and issues notice of the call to regular and special membership meetings when requested to do so by the President. The Secretary shall maintain and keep current a list of the membership in good standing and make it available at any membership meeting or Executive Board meeting when called for.
d. The Treasurer serves as the custodian of Association funds and is responsible for keeping these funds in a suitable depository, keeping the Association’s financial records up-to-date, preparing a financial report for distribution to the membership at least once a year, and advising the Executive Board on financial matters when appropriate. The Treasurer shall disburse funds of the Association for expenditures duly authorized by the President, by the Executive Board, or by the membership acting through a membership meeting or through a membership ballot. The President or another Executive Board member in addition to the Treasurer shall have signatory authority over the Association’s accounts and access to regular account statements, for use if the Treasurer is unavailable.
Section 4. The Association shall employ such staff as is necessary for the effective functioning of the Association, including signatory authority over and access to the Association’s accounts. The staff will operate under the direction of the Executive Board and supervision of the President.
Section 5. Members of the Board shall perform other functions as the Board may determine. As circumstances require, the membership or the Board may establish committees, consisting of Association members in good standing, to perform such functions and may delegate the authority necessary to carry them out.
Article VII. DUES AND ASSESSMENTS
Section 1. Membership dues shall be graduated by faculty rank on a twelve-month basis at the rates set by the Board for Assistant, Associate, Full, and Emeriti Professors, taking into account amounts per member owed by the Association to the Council of University of California Faculty Associations (CUCFA). The Board may develop a comparable and equitable dues structure to cover members holding other titles, members on leave, and other special categories. Membership dues may be set by the Executive Board, except that any increase in dues of more than 25% in a single year for any category or rank requires the approval of the membership acting through a membership meeting or a membership ballot.
Section 2. Special one-time assessments may be levied either by the Executive Board or by the membership acting through a membership meeting or ballot. Assessments levied by the Executive Board shall not take effect until at least 30 days after notice of the assessment is provided to the membership.
Section 3. Paid-up membership, including all dues and any assessments, shall be sufficient to establish Association membership in good standing.
Section 4. If the Association should be dissolved, after all outstanding debts and liabilities have been paid and property liquidated, any funds remaining in the treasury shall be returned to the members in good standing on a pro-rata basis per member.
Article VIII. MEMBERSHIP MEETINGS
Section 1. The Executive Board will report to the membership each academic year in a general membership meeting called for a date chosen by the Board. If the Board finds there are no other agenda items for a general meeting, the Board may decide not to hold a general meeting and instead to issue a report informing the membership of all significant developments since the last meeting or last such report. The Secretary shall issue a notice of any general membership meeting at least thirty days prior to the meeting date.
Section 2. A special membership meeting may be called by the Executive Board or by petition signed by ten percent of members in good standing. The date for such a special meeting shall be chosen by the Board, and, in the case of special meeting triggered by petition, the date must be within two weeks of the Secretary’s receipt of the petition. The Secretary shall issue a notice of any special membership meeting at least seven days prior to the meeting date, unless the Executive Board determines that urgent circumstances require shorter notice.
Section 3. The quorum for any membership meeting shall be 15 Association members in good standing, or five percent of the membership, whichever is higher. For purposes of quorum and eligibility to vote at a membership meeting, membership in good standing shall be determined as of the day before the meeting. Any action taken by the membership at a membership meeting is effective immediately, unless it is held in abeyance pending approval by the membership through a membership ballot; such a membership ballot is required if requested during the meeting by at least one-third of the members in attendance and eligible to vote at the meeting or by the Executive Board acting within twenty-four hours of the meeting. Those eligible to vote in such a membership ballot shall be those members in good standing who were eligible to vote at the meeting in question.
Section 4. The Executive Board shall select the meeting procedures to be followed during a membership meeting, except for matters established by these Bylaws. The selected procedures may include, but need not be limited to, a standard body of procedure such as the American Institute of Parliamentarians Standard Code of Parliamentary Procedure. Such meeting procedures must be selected prior to the membership meeting they govern and identified in the notice of the meeting.
Article IX. MEMBERSHIP BALLOTS
Section 1. Except as otherwise specified in these Bylaws, the membership may act outside of a membership meeting through a ballot initiated either by the procedure specified in Article VIII, section 3 for actions taken at a membership meeting or by initiative of the Executive Board.
Section 2. Except as otherwise specified in these Bylaws, those eligible to vote in any membership ballot shall be all members in good standing as of the day before ballots are distributed to the membership. Members shall have at least one week in which to submit their votes after distribution of the ballot, unless the Executive Board determines that urgent circumstances require a shorter period; notice of the deadline to submit votes shall accompany distribution of the ballot.
Section 3. Except as otherwise specified in these Bylaws, a simple majority of those casting valid ballots shall be required to approve a matter submitted to the membership by ballot.
Section 4. Except as otherwise specified in these Bylaws, the notice and conduct of membership ballots may be accomplished by any means approved by the Executive Board with due regard for convenience, accessibility, and security.
Article X. AMENDMENT
Section 1. These Bylaws may be amended by the membership acting either through a membership meeting or a membership ballot.
Section 2. An amendment to these Bylaws may be approved at a membership meeting only if notice of the text of the proposed amendment has been provided at least two weeks in advance of the meeting; only that proposed text may be approved at the meeting. Such approval requires an affirmative vote of two-thirds of those members attending the meeting and eligible to vote pursuant to Art. VIII, Section 3. An amendment approved at a membership meeting may be held in abeyance pending a membership ballot pursuant to Art. VIII, Section 3.
Section 3. An amendment to these Bylaws may be submitted to the membership via membership ballot by initiative of the Executive Board. Any approval by membership ballot requires an affirmative vote of a majority of those members submitting a valid ballot. The process for such ballots shall otherwise conform to the provisions of Article IX.
Article XI. RATIFICATION AND EFFECTIVE DATE
These Bylaws shall become effective on an interim basis upon adoption by vote of two-thirds of the entire Executive Board and shall become permanent upon approval by the membership acting through a membership ballot. Such approval shall require the affirmative vote of two-thirds of members submitting a valid ballot. Such a membership ballot must be distributed to the membership no more than three weeks after adoption by the Executive Board, and members shall have two weeks in which to submit their ballots. The process for such ballots shall otherwise conform to the provisions of Article IX.
The bylaws were adopted on an interim basis on October 10, 2024 and finalized by a vote of the membership that closed November 14, 2024.