Article I
Name

The name of this Association is the University of Iowa Retirees Association.

Article II
Purpose

The purpose of this Association is to facilitate support of the University of Iowa by retired faculty and staff members and to promote the interests and welfare of those retirees.

Article III
Members

Section 1. Membership.
Any former faculty or staff member who has retired from the University of Iowa and any spouse or domestic partner of a retired or deceased faculty or staff member of the University may become a member of the Association upon payment of dues.

Section 2. Associate Membership.
Non-voting, non-office-holding membership is open to retired persons who have present or previous ties to the University upon payment of dues.

Section 3. Termination of Membership.
A member may terminate membership by written notice to the treasurer of the Association or by non-payment of annual dues.

Article IV
Association Calendar

The annual calendar of the Association will begin July 1 and end on June 30 of the following calendar year. The year will be referred to as the fiscal year. Terms of office, the annual program of the Association, the budget, annual dues, and annual expenditures and revenues will begin and end according to the fiscal year.

Article V
Officers

Section 1. Officers.
The officers of the Association shall be a President, President-elect, Secretary, Treasurer, and six Directors-at-large.

Section 2. Election and Terms of Office.
The officers shall be elected by a majority of the voting members of the Association at its annual meeting from a list of nominees for each office provided by the Nominating Committee. Additional names of nominees for each office shall be accepted from the floor preceding the vote. Each year the President-elect shall succeed to the presidency; and a new President-elect, Secretary, and two Directors-at-large shall be elected. The election of the Treasurer shall occur at three year intervals. The six Directors-at-large shall serve staggered three-year terms. No elected Director-at-large may serve for more than two consecutive terms.

Section 3. Vacancies.
Vacancies occurring between annual meetings shall be filled by the Board of Directors upon the recommendation of the President, with such appointees serving until the expiration of the term being filled. If two or more years remain in the term it shall count as one full term served by the Director. If less than 2 years remain, the time served shall not count as a term.

Section 4. Duties.
a. The President, or his or her designees, shall represent the Association in carrying out the actions and directives of the membership. No President shall serve more than one term unless at least five years have elapsed between terms.
b. In the absence of the President, the President-elect shall perform the duties of the President, as well as such other duties as the President or the Board of Directors requests.
c. The Secretary shall keep the minutes of the annual meeting of the Association, the minutes of the meetings of its Board of Directors, and conserve all non-financial records of the Association until such time that they are passed on to the Association Archivist.
d. The Treasurer shall keep and maintain the financial records of the Association; deposit funds received by the Association; expend these funds as authorized by the Board of Directors or membership of the Association; and make a financial report to the Association at its annual meeting and at such other times as the Board of Directors shall indicate. The Treasurer shall also inform the members of the Board of Directors of any circumstances in which the financial health of the Association is threatened.

Article VI
The Board or Directors

Section 1. Composition.
The Board of Directors, referred to henceforth as the Board, shall consist of thirteen members, including the four elected officers (President, President-elect, Secretary and Treasurer), the immediate past president, six Directors-at-large, the Editor of The Gray Hawk, and the Association Archivist (ex-officio, non-voting).

Section 2. Directors-at-large.
The six Directors-at-large are elected from the membership of the Association for three-year terms.

Section 3. Duties.
The Board shall promote the purposes of the Association and shall act for the membership, as necessary, between the Association's meetings. The Board shall administer the property and funds of the Association, as authorized by law and the direction of the membership.

Section 4. Meetings.
The Board shall meet as frequently as circumstances deem desirable. Meetings may be called by the President or any other three members of the Board.

Section 5. Quorum
A simple majority of the Directors with voting privilege shall constitute a quorum for the transaction of business. A simple majority of Directors present and voting shall determine the outcome of any actions, except for Revision of the Bylaws, as defined in Article XI.

Section 6. Archivist
The ex-officio Archivist shall be appointed by the Board of Directors upon the recommendation of the President for an indeterminate term to maintain the historical records of the Association and the Board of Directors.

Article VII
Meetings of The Association

Section 1. Annual Meetings.
The annual business meeting of the Association shall be held in April of each year on a date and at a time specified by the Board. The President shall present a report on the state-of the Association, the Treasurer shall report on the financial condition of the Association, including highlights of the budget proposed by the Board of Directors for the coming year, officers for the forthcoming year will be elected.

Section 2. Special Meetings.
The Board shall also schedule such additional meetings as seem desirable for the good of the organization. Special meetings shall also be called upon written request of no fewer than fifteen members of the Association.

Section 3. Notice
Written notice to the membership of meetings for the conduct of business shall be given at least ten days prior to such meeting.

Article VIII
Dues

Payment of annual dues will provide for paid up membership from July to June of the following year, except that new retirees who apply for membership in May or June will be covered from approval of initial application for membership through June of the following year. Dues shall be set by the Board of Directors.

Article IX
Committees

Section 1. General
The Committees of the Association shall consist of such committees as hereafter designated in these bylaws and other committees as are appointed by the President with the approval of the Board of Directors.

Section 2. Appointment and Terms of Office
For those chairpersons and members of committees whose terms of office are expiring, new appointments shall be made as needed by the President with the approval of the Board of Directors. Each chairperson and committee member shall hold office until a successor has been duly appointed or until she/he resigns or otherwise is unable to hold office.

Section 3. Vacancies
A vacancy in any committee, because of death, resignation, removal, or otherwise, may be filled by the President subject to approval by the Board. The appointee shall serve for the remainder of the term, as defined.

Section 4. Program Committee
The Program Committee shall consist of the Chairperson, usually the President-elect, and five persons from the voting membership, representative of the various constituencies in the Association, chosen by the Chairperson with the approval of the Board. Members of the Program Committee shall serve one-year, renewable terms. The Program Committee shall:
a. Plan and arrange programs throughout the Association year.
b. Perform other duties from time to time as assigned to the Program Committee by the President or by the Board.

Section 5. Membership Committee
The Membership Chairperson, a Director-at-large, shall be selected by the President. Other members of the Committee include the Treasurer of the Association, the Editor of The Gray Hawk, and such other members of the Association as they deem necessary, appointed with the approval of the Board of Directors. The Membership Chair and additional members shall serve one-year, renewable terms. The Membership Committee shall:
a. Receive dues and maintain an up-to-date list of members.
b. Recruit new members and promote the renewal of membership in the Association.
c. Perform other duties from time to time as assigned to the Membership Committee by the President or by the Board.

Section 6. Budget Committee
The Budget Committee shall consist of the President-Elect as its chairperson, the Treasurer of the Association and at least two other members appointed by the President with the approval of the Board. The Budget Committee shall:
a. Prepare a budget for the annual operations of the Association for approval by the Board of Directors. The approved budget shall be highlighted in the Treasurer’s report at the annual business meeting of the Association.
b. In general, as may be needed, prepare the budget required for the conduct of other specific events that may be requested by the President or by the Board.

Section 7. Editor of the Association Newsletter, The Gray Hawk
Upon recommendation of the President the Board of Directors shall appoint the Editor of the Association Newsletter, The Gray Hawk, for an indeterminate term. The Editor shall serve as a voting member of the Board. The Editor shall:
a. Be responsible for the preparation, publication, and circulation of The Gray Hawk.
b. Prepare and disseminate news releases, publicity, and information about the Association to its members, to the community at 1arge, and to the media.
c. Serve on the Membership Committee.

Section 8. Nominating Committee
The Nominating Committee shall consist of five voting members of the Association, at least three of whom are not on the Board of Directors. The Chairperson and the other members of the committee shall be chosen by the President subject to approval by the Board and shall serve for the one term preceding the annual election. The Nominating Committee shall propose a slate of officers for the annual election to be presented to the membership of the Association at least thirty days prior to the annual business meeting.

Article X
Conduct of Meetings

Robert's Rules of Order Newly Revised shall govern the conduct of all meetings, except in those instances in which they conflict with the Bylaws of the Association.

Article XI
Revision of the Bylaws

These Bylaws may be amended, altered, or replaced, and new Bylaws may be adopted by the Board of Directors at any regular or special meeting at which a quorum is present by a vote of two-thirds of the Directors present, provided not less than ten (10) days advance written notice of the proposed changes is given to all Directors. Notice of approved revision(s) shall be published in the next issue of The Gray Hawk.

Bylaws first adopted on October 19, 1995
First Revised February 19, 1997
Second Revision October 1999
Third Revision January 2004
Fourth Revision May 2005