KU Auxiliary Bylaws

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ARTICLE I
- Name -
The name of this organization shall be "University of Kansas Medical Center Auxiliary, Inc."

ARTICLE II
-Office-
The principal office of the corporation in the State of Kansas shall be located at the University of Kansas Medical Center, Kansas City, Kansas. The corporation may have such other offices, either within or without the State of Kansas, as the Board of Directors may designate.

ARTICLE III
-Object-
The object of this organization is to provide voluntary services and financial assistance to the University of Kansas Medical Center, the University of Kansas Hospital, and for the benefit of patients, students, employees and staff at the University of Kansas Medical Center and the University of Kansas Hospital.

ARTICLE IV
-Membership-
Section 1. ELIGIBILITY.
Any person who is in sympathy with the purpose of this organization may become a member upon the payment of the annual dues.

Section 2. DUES.
The regular membership year of the organization shall be from May 1 to April 30, and the dues shall be payable on or before July 1, immediately following the commencement of the respective membership year. Members may be added throughout the membership year of the organization.

Section 3. DELINQUENT MEMBERS.
All members who have not paid the annual dues on or before the due date shall be considered delinquent. A member remaining delinquent for a period of twenty-four (24) months shall be removed from membership and shall thereupon lose all privileges and benefits of membership. However, any member may be reinstated to full membership upon payment of the current annual dues.

Section 4. HONORARY MEMBERSHIP.
Any member who has rendered long and signal service to the organization may, upon recommendation to the Board of Directors in writing by three members in good standing and upon approval by the Board of Directors, be granted honorary membership by three-fourths vote of the members at any regular meeting of the membership.


ARTICLE  V
-Board of Directors-
Section 1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its Board of Directors.

Section 2. NUMBER AND QUALIFICATIONS.
The Board of Directors shall consist of the immediate Past President, President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, two (2) At-Large Members, and each of the Chairmen of the Standing Committees of the corporation. All Directors must be members in good standing of the corporation.
 
Section 3. MANNER OF ACTING.
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
 
Section 4. TERM.  
The Term of each chairman of each of the standing committees of the corporation shall be one (1) year, commencing May 1.
 
ARTICLE VI
-Officers-
Section 1. NUMBER.
The officers of this corporation shall be a President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Assistant Treasurer, and two (2) Members-at-Large.

Section 2. TERM OF OFFICE.
The term of office for all officers shall be one (1) year, except for Members-at-Large, 

Section 3. DUTIES OF OFFICERS.
The duties and powers of the officers of the corporation shall be as follows:
 
PRESIDENT. The President shall preside at all meetings of the Board of Directors and of the membership. The President shall appoint such special committees as are deemed necessary, provided, however, that no special committee shall be appointed to assume any of the duties devolving by these Bylaws on any standing committee. The President shall be an ex-officio member of each committee.

VICE-PRESIDENT. The Vice-President shall be the President-Elect. The Vice-President shall serve as historian and as such shall collect and preserve records and information concerning the Auxiliary and its activities. The Vice-President shall appoint the vice-chairmen of all standing committees. The Vice-President shall perform all the duties of the President during the absence or disability of the President, and shall be vested with all the authority of the President while serving as such. The Vice-President is a member of the Budget-Finance committee.

RECORDING SECRETARY. The Recording Secretary shall keep the minutes of all the meetings of the Board of Directors and of general meetings when necessary and shall present the minutes for approval by the Auxiliary Board at the following Board meeting.
 
CORRESPONDING SECRETARY. The corresponding Secretary shall mail notices of all general and Board of Directors meetings and shall perform such other duties as may be requested by the President.
 
TREASURER. The Treasurer shall have charge and keep accounts for all funds of the corporation. The Treasurer shall prepare and present a written report at each regular Board of Directors meeting and shall make one copy of the most recent financial statement available at all general meetings. The Treasurer shall submit a written report to the Board within thirty (30) days following the close of the fiscal year of the corporation. The Treasurer shall pay all bills approved by the Board. The Treasurer is a member of the Budget-Finance committee and is treasurer of fund raising events.
 
AT-LARGE MEMBERS. At-Large Members shall serve as liaisons between the general membership and the Board of Directors. They shall also serve on the Projects committee.
 
Section 4. VACANCIES.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, must be appointed by the President and approved by the Board of Directors for the unexpired portion of the term.
 
ARTICLE VII
-Meetings and Elections-

Section 1. MEMBERS-REGULAR MEETINGS.
Meetings of the members shall be planned in conjunction with availability of programs unless announced otherwise.

Section 2. MEMBERS-ANNUAL MEETINGS.  
The annual meeting of the members shall be held on the last Tuesday of April in each year, unless announced otherwise, for the purpose of electing officers, at-large members and standing committee chairmen for the Board of Directors. The transaction of other business that may properly come before the membership may also be handled at the annual meeting.
 
Section 3. MEMBERS-SPECIAL MEETINGS.  
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of not less than one-fifth of the members in good standing of the corporation.

Section 4. DIRECTORS-REGULAR MEETINGS.  
Monthly meeting of the Board of Directors shall be held, always prior to the regular meetings, except in the summer when meetings are scheduled as needed.

Section 5. DIRECTORS-SPECIAL MEETINGS.  
Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors.
 
Section 6. NOTICE OF MEETINGS 
Notice of any regular, special or annual meeting of either the members or the directors shall be given at least ten (10) days prior to the meeting by written notice delivered personally, electronically or mailed to each member or director at the address of such member or director at the address of such member or director on file the corporation (or by other means determined by the board).

Section 7. WAIVER OF NOTICE.  
Any member or director may waive notice of any meeting. The attendance of a member or director at a meeting of members or directors shall constitute a waiver of notice of such meeting, except where such member or director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
 
Section 7. WAIVER OF NOTICE.  
Any member or director may waive notice of any meeting. The attendance of a member or director at a meeting of members or directors shall constitute a waiver of notice of such meeting, except where such member or director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
 
Section 8. ELECTIONS.  
Election of officers, at-large members of the Board of Directors and standing committee chairmen shall be by ballot except where there is only one (1) nominee for the office, in which case election shall be by voice vote. A majority vote is required for election. At each annual meeting of the corporation, a standing nominating committee shall present a slate of candidates for each office, including at-large members of the Board of Directors and standing committee chairmen. The standing nominating committee shall be composed of three (3) immediate Past-Presidents, the volunteer chairman and the membership chairman. In the event one (1) or more positions on the standing nominating committee cannot be filled by persons meeting the above-stated prerequisites, the President shall be authorized to appoint such members in good standing to the standing nominating committee as shall be required to complete the committee. Nominations also may be made from the floor at the annual meeting of members.
 
Section 9. QUORUM.  
One-third (1/3) of the total number of members of the Board of Directors, including three (3) of whom are elective officers, shall constitute a quorum of the Board of Directors. Fifteen (15) members shall constitute a quorum of the membership. If less than a quorum of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified.

Section 10. PROXIES.  
At all meetings of members, a member may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
 
Section 11. VOTING.  
All members in good standing of the corporation shall be entitled to a vote at a meeting of the members.

ARTICLE VIII
-Contracts, Loans, Checks and Deposits-

Section 1. CONTRACTS.  
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. LOANS.  
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. CHECKS, DRAFTS, ETC.  
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. DEPOSITS.  
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. BONDING.  
The Budget-Finance committee shall determine which, if any, Auxiliary officers and/or employees shall be adequately bonded at the expense of the corporation.
 
ARTICLE IX
-Fiscal Year-
The fiscal year of the corporation shall begin on the first day of May and end on the last day of April in each year.

ARTICLE X
-Amendments-
The advisory board along with the constitution chairman will review the Bylaws and determine if changes need to be made. If Bylaw changes are pending it will be announced at the Board Meeting. The membership shall be informed by e-mail or mail that changes will be discussed and voted on at the next general meeting.  Minutes shall be taken at this regular meeting to document the changes.
 
ARTICLE XI
-Committees-
Section 1. STANDING COMMITTEES.
The standing committees of the corporation shall be:
    Advisory                                     Nominating
    Bazaar/Fund Raisers                Program
    Budget/Finance                         Projects
    Constitution                               Publicity/Newsletter
    Garden                                      Shop Finance
    Holiday Decorations                  Shop Personnel
    Hospitality/Social                       Telephone
    Interest Groups                          Volunteers
    Liaison                                       Website/Technology
    Membership                               Yearbook


Section 2. PROCEDURE FOR STANDING COMMITTEES.
If at any time a new committee is formed to be operative for a working year, the Board of Directors may designate it a Standing Committee with the Chairman having the privileges of the Standing Committees of the Corporation. Likewise: If a committee ceases to function in either duty or performance, it may be terminated by the Board of Directors. Standing Committees and their functions should be reviewed annually by a Special Committee appointed by the President.
 
Section 3. SPECIAL COMMITTEES.
The Board of Directors may appoint such special committees as it may from time to time deem necessary.
 
Section 4. REPORTS.
The chairman of each committee shall present a written report in quadruplicate to the Constitution Chairman at the May Board Meeting along with the procedure book for the committee.

Section 5. VACANCIES.
A vacancy in a Standing Committee Chairmanship, after election, must be filled by appointment of the President and approved by the Board of Directors at the next Board meeting following the appointment.

ARTICLE XII
-Administrative Policies and Procedures-
The Board of Directors shall adopt such administrative policies and procedures, not inconsistent with the provisions of these Bylaws, as it shall deem necessary from time to time.
 
Revised 3/10

Last modified: May 27, 2014
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