BYLAWS

BYLAWS

BYLAW 1:       MEMBERSHIP ON THE BOARD

1.1       Eligibility:

A. A.    Each person appointed to be a Regular Member or Alternate Member by the Undergraduate Students Association and Graduate Students Association (each, a “Student Member” or, as applicable, a Regular Student Member or an Alternate Student Member) must be a registered and enrolled student at UCLA during the quarter in which appointed. Each Student Member of the Board must be a registered and enrolled student at UCLA during the Fall, Winter, and Spring Quarters of the term they are serving. Each Student Member must continuously maintain such Student Member’s registered and enrolled student status during the term for which they are appointed and during the term for which they serve.

i. The eligibility of a Student Member during the summer, by Bylaw 1.1.A, shall be deemed to be met between the last day of the spring quarter and the first day of the subsequent fall quarter, as long as such eligibility requirements are met on the last day of the spring quarter.

B. A.    No elected officers of an authority appointing members of the Board (an “Appointing Authority”), including but not limited to the presidents of the Undergraduate Students Association, Graduate Students Association, Los Angeles Division of the Academic Senate, or UCLA Alumni Association, may concurrently serve as a Regular or Alternate Member of the ASUCLA Board of Directors.

C. No current career or student employee of ASUCLA may concurrently serve as a Regular or Alternate Member of the Board.

D. Within two weeks of appointment and before the end of the fourth week of each quarter, the Executive Director shall inquire of the University as to the status of each Student Member to ensure that each complies with the requirements of Bylaw 1.1(A) and the Constitution regarding Membership. The Undergraduate Students Association and the Graduate Students Association may each set minimum academic requirements for their respective Student Members. If such academic requirements exist, the Executive Director shall, as part of the eligibility inquiry of this paragraph, inquire of the University as to the academic status of each Student Member of the Board appointed by the Undergraduate Students Association and/or the Graduate Student Association, as applicable, to ensure that each complies with any such academic requirements.

E. Any Student Member of the Board found ineligible according to the requirements of Bylaw 1.1(A) during the quarterly status check shall be notified by the Conduct Committee of ineligibility. The Student Member shall be automatically removed as a Student Member of the Board if the Student Member fails to provide adequate documentation to the Conduct Committee that demonstrates compliance with the stipulated criteria within five school days of being notified by the Executive Director.

F. Each non-student Member of the Board or Alternate must continuously maintain the eligibility requirements established by the Appointing Authority that appointed them, if any.

G. In the event a Student Member becomes ineligible and is removed from the Board or is not allowed to begin a term as a Student Member of the Board, or if a non-student Member of the Board or Alternate fails to maintain requirements set by Bylaw 1.1(F), the Executive Director shall notify the Appointing Authority and request a replacement. In the interim, the Alternate Member, if any are serving, shall assume the role of Regular (voting) Member, and the new appointee shall serve as the Alternate Member upon confirmation. If the Alternate Member is removed, then the Appointing Authority shall select a new Alternate Member in place of the former Alternate Member.

1.2       Method of Selection and Seating:

A. Before the end of each Board Session, and in a timely manner, the Executive Director shall send a letter to all Appointing Authorities informing them of Board of Directors membership and eligibility requirements and requesting that appointments be made to the Board before the Orientation Retreat to enable new Board Members to attend.

B. The appointing authority shall respond to the Executive Director's request by submitting a letter to the Executive Director naming the appointee(s) or reappointing the then-serving member(s) (if such are eligible for reappointment) by the procedures that the Appointing Authority has established.

C. When the letter of appointment has been received, and the Executive Director has confirmed the eligibility of the appointee for the position, that appointee shall be deemed seated as a Member of the Board effective on the start of the term, as defined below, or the date of the confirmation by the Executive Director to the Appointing Authority.

1.3       Session of the Board:

A. Each session of the Board shall begin on July 1 of the year and shall terminate on June 30 of the following year.

1.4       Term of Office:

A. The term of office of each Member of the Board shall begin on July 1 and end on June 30, except that the Executive Director shall serve continuously as a non-voting ex officio Member of the Board subject only to the continuation of the Executive Director’s employment as Executive Director.

B. As is outlined in Section VI of the Constitution, the membership shall consist of: 1) three Regular Student Members and one Alternate Student Member appointed by the Undergraduate Students Association, 2) three Regular Student Members and one Alternate Student Member appointed by the Graduate Students Association, 3) one Regular Member and one Alternate Member appointed from among the UCLA Alumni by the UCLA Alumni Association, 4) two Regular Members appointed by the Chancellor from among the Administrative Staff and 5) one Regular Faculty Member appointed by the Academic Senate. The Executive Director of the Association shall be a non-voting ex officio Member of the Board of Directors. Modification of the above would require amendment of these Bylaws and the Constitution. The terms of office of the Members of the Board (including Regular and Alternate terms) shall be staggered to ensure that all the Regular and Alternate Members from any one Appointing Authority are not appointed to commence terms on the Board in the same year. For avoidance of doubt, it may be necessary for an Appointing Authority to appoint Members to new terms and Members to fill vacancies at the same time, but the terms which are being filled or started shall remain staggered.

C. The term of office for Student Members and the Alumni Association members will be two years, while the term of office for the others (except the Executive Director) will be three years. An Alternate Member shall have voting rights at the Board meetings only when a Regular Member from the same Appointing Authority as the Alternate Member is absent. The Alternate Members shall have full voting rights in committees to which they are appointed.

D. Student Members must continuously meet the eligibility requirements for that position during the term.

1.5        Vacancies:

A. A vacancy on the Board occurs when a Member's term expires, the Member resigns, the Member is removed as the result of the action of the Board of Directors, the Member dies, or the Member fails to meet the eligibility requirements within the period outlined in Bylaw 1.1.

B. The Executive Director shall inform the Board and the appropriate Appointing Authority when a vacancy occurs and request the naming of a new appointee promptly.

C. The authority that appointed the Member shall respond to the Executive Director's request by the provisions of Bylaw 1.2(B), and seating shall occur in accordance with the provisions of Bylaw 1.2(C).

D. In the case of a Regular Student Member appointed by the Undergraduate Student Association, the vacancy shall be filled by the Alternate appointed by the Undergraduate Students Association, then serving on the Board. In the case of a Regular Student Member appointed by the Graduate Students Association, the Alternate appointed by the Graduate Students Association, who is then serving on the Board, shall fill the vacancy. In the case of a Regular Member appointed by the Alumni Association, the Alternate appointed by the Alumni Association, who is then serving on the Board, shall fill the vacancy. If an Alternate position is vacated in accordance with Bylaw 1.5, the Appointing Authority shall appoint a successor Alternate.

1.6       Indemnification:

A. To the maximum extent permitted by the Board Policy on Defense and Indemnification of Members and Officers of the Board and Board Committee Members, the Association shall defend and indemnify each Member and Officer of the Board, and each Member of a Board Committee, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any action, special proceeding, arbitration or administrative proceeding arising against such person because of such person’s membership on the Board, status as an Officer of the Board, or membership on a Board Committee. The Association reserves the right to designate counsel to represent the person defended pursuant to this Bylaw.

1.7       Voting Membership and Voting Members:

A. Voting Membership” is defined at Article VI, Section (C)(2) of the Constitution as follows:

“In regard to voting, only Regular Members of the Board shall vote at meetings of the Board, except that in the absence of a Regular Member, the designated Alternative shall vote in his/her place.”

Similarly, a reference to a Voting Member is a reference to a Board member present at a meeting who is entitled to vote.

1.8       Fees and Remuneration:

A. Any Director’s remuneration from the Association as a director shall be in accord with the rules and regulations of the Internal Revenue Service and California law, including any established in the Board Stipend Policy Directors may be reimbursed for expenses incurred in the performance of their duties to the Association, in reasonable amounts in accordance with reimbursement policies approved by the Board.

B. The Association shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Attorney General; provided, however, that the Association may advance money to a director or an officer of the Association for expenses reasonably anticipated to be incurred in the performance of the duties of such director or an officer, provided that in the absence of any such advance, such director or an officer would be entitled to be reimbursed for such expenses by the Association.

C. Eligibility for stipends is contingent upon active participation in Board service as determined by the Board of Directors.

BYLAW 2:       OFFICERS OF THE BOARD

2.1       Selection of Officers:

A. A Chairperson and Vice Chairperson shall be elected by a majority of the Voting Membership present at the meeting in a secret ballot no later than the first Regular Meeting of the Board of Directors after July 1. These officers shall hold office from July 1 to December 31 of that year. A second election shall be held during that December meeting to elect a Chairperson and Vice Chairperson to serve from January 1 of the following calendar year to June 30.

B. The offices of Chairperson and Vice Chairperson shall alternate between a Regular Undergraduate Student Member of the Board and a Regular Graduate Student Member of the Board during each Session of the Board.

C. A Secretary shall be elected by a majority of the Voting Membership present at the meeting in a secret ballot no later than the first Regular Meeting of the Board of Directors after July 1. The Secretary shall be a Regular Non-Student Member of the Board who has attained the age of 21 and shall serve from July 1 to June 30 of the following year.

2.2      Duties of Officers:

A. The Chairperson shall preside at all meetings of the Board.

B. The Vice Chairperson shall act in the absence of the Chairperson at meetings.

C. The Secretary shall review and attest to the accuracy of the minutes and other Board documents and records as appropriate. The Vice Chairperson shall act in the absence of the Secretary when the timely fulfillment of the Secretary’s duties is necessary.

D. Each of the officers of the Board shall have all the privileges of any other Member of the Board, including entering into any discussion and voting on all matters, subject to each officer’s status as a Voting Member present at that meeting and as outlined in the ASUCLA Board of Directors Constitution and Bylaws.

2.3       Officer Vacancies:

A. If any of the officer positions becomes vacant, an election shall be held by the Board at its next regularly scheduled meeting, or at an intervening Special Meeting where the election is one of the purposes noticed to the Board in the call of that meeting, to fill the vacancy for the balance of that officer's term.

B. Only members whose election will ensure that the representational requirements in Bylaw 2.1 are satisfied will be eligible to fill the vacancy.

C. When the position of Secretary is vacant, the Vice Chairperson shall perform the duties of the Secretary.

BYLAW 3:       MEETINGS, RETREATS, MINUTES, AND VOTING

3.1       Regular Meetings:

A. The Board shall conduct only one (1) Regular Meeting each calendar month during a Session, except that no Regular Meeting shall be held during June and that only one (1) Regular Meeting shall be held during November and December. In May, a second Regular Meeting may be held solely to review and approve the Student-Run Enterprises Budget for the upcoming fiscal year.

B. The Executive Director will establish the specific day and time for the Regular Meetings in consultation with the Chairperson. Meetings shall be scheduled to accommodate as many Board members as possible.

C. Official notice of the time and place of all Regular Meetings shall be sent out by the Executive Director no later than seven (7) days before each meeting. However, every reasonable effort shall be made to establish the schedule of Board meetings in advance for the entire Session.

3.2      Participation in a Meeting via Conference Telephone or Other Communications Equipment:

A. If so, determined by the Executive Director and communicated with the notice of the meeting or at the time the Meeting is set, the Board may hold Regular or Special Meetings of the Board, or Committee meetings may be conducted, entirely or in a hybrid manner, through the use of conference telephone, electronic video screen communication, or other communications equipment. Participation in such a meeting constitutes being present in person, provided that all members can hear one another and participate fully by voting, commenting, objecting, or other actions. The Association shall take steps to ensure that the Member of the Board participating in such meeting is who they purport to be. It is understood that meetings conducted via the methods set out in Bylaw 3.11 are the exception, not the norm, and the Board shall not be required to hold hybrid in-person meetings to allow a Member to participate in this manner.

3.3      Action Without a Meeting:

A. An action required or permitted to be taken by the Board may be taken without a meeting if all Regular Members of the Board shall individually or collectively consent in writing to that action. An action required or permitted to be taken by a Committee may be taken without a meeting if all Regular Members and Alternative Members of such Committee shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board or such Committee. The action by written consent shall have the same force and effect as the unanimous vote of the Members of the Board or Committee. Actions by written consent shall not be used for Board or Committee determinations about conflict of interest determinations or disciplinary actions if such involve a member of the Board or the Committee.

3.4       Special Meetings:

A. When not less than six (6) Regular Members, including three (3) Regular Student Members and one (1) Regular Non-student Member, have given the Executive Director written notification that they wish a Special Meeting to be called or when a majority of the following Members: Chairperson, Vice Chairperson, Secretary, and Executive Director so determine, the Executive Director shall call a Special Meeting of the Board, provided that, in either case, the exact purpose for the meeting is specified.

B. The Executive Director shall give notice of the time, place, and exact purpose of the Special Meeting no less than 48 hours in advance of the scheduled time for the Special Meeting.

C. Only business mentioned in the call of a Special Meeting can be transacted at such a meeting.

D. Except as otherwise provided in these Bylaws, all Special Meetings of the Board shall be open to the public.

3.5       Retreats:

A. An Orientation Retreat shall be held in June, with specific days and times to be scheduled by the Executive Director in an effort to accommodate as many Board Members and those individuals whom an Appointing Authority has designated as an incoming Board Member as possible.

B. Provided that notice is given no later than four months in advance, and the Executive Committee approves it, a Mid-Year Retreat may be scheduled in February or March.

C. By an affirmative vote of not less than seven (7) Voting Members, the Board may schedule additional Retreats.

D. No action may be taken at Retreats.

E. Retreats shall be open to the UCLA community. However, portions of the retreat may be held in Executive Session upon a 2/3 vote of the Board Members and Board Members-designate present.

3.6       Agenda and Supporting Materials:

A. The Executive Director shall prepare an agenda and supporting materials for each Regular Meeting of the Board to be sent out no later than four (4) days before the scheduled meeting. At the meeting, the order of items on the agenda may be changed, added (together with any supporting materials), or deleted by majority vote of the Voting Membership present at the meeting; provided, however, that items of the agenda that require Board action shall be added only upon an affirmative vote of not less than seven (7) Voting Members unless that action is merely to elect a Board officer, in which case such action must be added to the agenda by a majority vote of the Voting Membership present at the meeting.

B. At any Special Meeting of the Board, the agenda and supporting materials must be sent out at least 24 hours in advance of the meeting.

C. When the Student-Run Enterprises Budget is an item on the agenda, the draft budget must be sent to all Board Members at least ten (10) days before the Board meeting, even though the Student-Run Enterprises Budget may still be under consideration by the Finance Committee. If the Finance Committee recommends changes to the Student-Run Enterprises Budget that differ from the version provided to the Board, the Board will be notified of those changes prior to voting on the Student-Run Enterprises Budget.

3.7       Executive Sessions:

A. All meetings of the Board and its Committees shall be open to the public, except that the Board or its Committees shall, upon the consent of the majority vote of the Voting Membership present at the meeting, convene in Executive Session to discuss any matter. Only Board or Committee Members may be present during Executive Sessions, except that the Chairperson may, in the Chairperson's discretion, permit the presence of any other person as may be required or advisable to facilitate the discussion.

B. While in Executive Session, the Board or Committee may determine by majority vote of the Voting Membership present at the meeting to take action provided that the subject matter of the action pertains to the following: personnel, discipline, collective bargaining, establishing a negotiating position, contracts, litigation or other claims, any legal issue, or approval of the record of actions taken during preceding Executive Sessions of the Board. The actual vote on the issue shall be a separate, additional vote. The Board or Committee may meet, with attorneys for the Association present, in Executive Session to have attorney-client privileged communications, with the minutes thereof marked to show that the discussion was conducted under the Attorney-Client Privilege.

3.8       Minutes:

A. Minutes shall be prepared for each Regular and Special Meeting of the Board and its Committees and be distributed to each Member of the Board or Committee, as applicable. At each Regular Meeting of the Board or applicable Committee, the minutes of all preceding meetings that have not yet been approved shall be presented for approval.

B. The Executive Director shall maintain a complete set of minutes and make them available for public viewing, subject to the other provisions of this Bylaw 3.6.

C. The Secretary of the Board shall record all actions taken by the Board in Executive Session, and the Executive Director shall keep those records separate from the minutes of the public meetings, and shall be available to all Members of the Board. The record of action taken by the Board in Executive Session shall be available to the public only upon an affirmative vote of not less than seven (7) Voting Members of the Board, unless such involves a matter under attorney-client privilege, in which case it would take nine (9) Voting Members of the Board. A Committee may appoint someone present to act as Secretary of a committee meeting and perform the same duties for such Committee as the Secretary of the Board does for the Board; for clarity, such person does not necessarily need to be a member of such Committee to perform that function.

D. Minutes of the final Board meeting of the Session, along with any minutes of preceding meetings as yet unapproved, shall be attested to by the Secretary of the Board meeting and submitted for review and approval by the majority vote of the Voting Membership present at its next meeting.

E. When the proceedings of the Board have been electronically recorded to assist in the preparation of the minutes, the Executive Director shall retain those recordings until the minutes of those meetings have been approved. For clarity, such a recording is not required, and it may be determined that an Executive Session would not be recorded even if the other parts of a meeting were.

3.9       Quorum:

A. Six (6) Voting Members of the Board, provided that at least three (3) Student Members and at least one (1) Non-student Member are included within this number, shall constitute a quorum.

B. A meeting of the Board may not be called to order in the absence of a quorum.

C. At a meeting of the Board duly called to order, action may be taken only when a quorum is present. It is the Chairperson's responsibility to determine whether a quorum is present before calling for a vote on any matter.

3.10       Exercise of the Vote:

A. Except as provided elsewhere in these Bylaws and in the Constitution of the Association, action shall be taken by an affirmative vote of a simple majority of the Members of the Board entitled to vote on such an action at a meeting.

3.11       Public Comment:

A. A portion of each Regular Meeting of the Board of Directors shall be designated for public comment pertinent to the Association and its activities. This time allows members of the UCLA community and the general public to address the Board on matters within the Association’s charitable purposes.

1. Speakers must sign up in advance of the meeting.

2. Each speaker will be given up to 2 minutes, with a total public comment period not to exceed 20 minutes, unless extended by the Chairperson.

3. Public comment is for speaking only; the Board does not engage in dialogue during this period.

4. All speakers are expected to maintain respectful decorum at all times. Disruptive behavior or speaking on topics not related to the Association, its activities, and/or its charitable purposes may result in forfeiture of speaking time or removal from the meeting.

3.12      Board and External Resolutions:

A. Resolutions passed by the Undergraduate Students Association Council or the Graduate Students Association that are directed to the Association Board of Directors are non-binding. Upon written receipt, the Board may:

1. Acknowledge the resolution without further action;

2. Refer the matter to the appropriate Board committee or management for review;

3. Place the resolution on a future agenda for discussion;

4. Take no action; or

5. Issue a formal response, if appropriate, at the discretion of the Board.

All such resolutions shall be reviewed in the context of the Association’s mission, legal and policy obligations, financial viability, and operational priorities, as determined by the majority of the Voting Membership present at the meeting.

BYLAW 4:       COMMITTEES OF THE BOARD

4.1       Standing Committees:

A. The Standing Committees of the Board are the Finance, Services, Personnel, and Executive Committees. Each Member of the Board shall be required to serve on at least one (1) Standing Committee of the Board during each Board year.

B. Each Standing Committee may establish its own rules of procedure, provided that the presence of a majority of the Voting Members of a Committee is required for that committee to take action (the “Standing Committee Quorum”) and, provided further, that the Board may specify the procedures by which a committee is to conduct its business; except that Section 3.5 (Executive Session) and Section 3.6 (Minutes) apply to all Standing Committees. Any rules of procedure that shall last beyond the meeting during which they are established shall be identified as such, and, upon being established, must be forwarded to the Executive Committee for review and inclusion with the governing documents of the Board.

C. A Standing Committee shall review and make recommendations on matters which are within its jurisdiction as set forth in these Bylaws and which may be referred to it by the Board.

D. Except in the case of members who serve ex officio, members of Standing Committees shall be selected by the Board by secret ballot no later than the first Regular Meeting of the Board of Directors after July 1. The Board shall select the Chairperson of each Standing Committee in the same manner. Ex officio members of committees shall not vote, and their presence or absence shall not be counted in determining whether a Standing Committee Quorum is present.

E. Student Members of Board Committees who are not also Board Members must meet the same eligibility requirements as Student Board Members. The Executive Director shall make an eligibility inquiry of the University for Student Members of Board Committees who are not also Board Members, as is done for Student Members of the Board as provided for in Bylaw 1.1(A) and 1.1(B).

4.2       Finance Committee:

A. The Finance Committee shall be composed of the following members:

1. One Undergraduate Student Member of the Board;

2. One Graduate Student Member of the Board;

3. Two Non-Student Members of the Board;

4. One or two other Members of the Board, if any, appointed by the Board; and

5. The Executive Director, or the Executive Director’s designee, without a vote.

B. The responsibilities of the Finance Committee shall be as follows:

1. To review the Student-Run Enterprises Budget of the Association and budgets of the student governments and student media and report its recommendations regarding approval to the Board prior to the beginning of the budget year;

2. To review and forward to the Board all other operating budgets of the Association and any mid-session revisions to the Student-Run Enterprises Budget as they are made available;

3. To recommend to the Board the selection of an external auditor to conduct the annual audit of the Association; to receive, review, and forward the annual external audit to the Board for acceptance; and to recommend, receive, and review any internal audit of the Association’s operations;

4. To review and forward to the Board the periodic and annual financial statements of the Association;

5. To review and forward to the Board any proposed, unbudgeted expenditure exceeding the amount of the Executive Director's delegated authority; and

6. To consider and recommend action to the Board regarding other budgetary and financial matters of the Association, as may be referred to the Committee by the Executive Director or the Board.

C. Review or recommendation by the Finance Committee shall not substitute for required approval by the Board of Directors of unbudgeted capital or operating expenditures, as defined by the Board of Directors and set forth in applicable Board Finance Policy.

D. The term of the Finance Committee shall be 12 months, from August 1 until July 31 of the following year. The members of the Finance Committee shall serve until the end of their committee appointment, regardless of the expiration of their Board term, so long as they otherwise remain eligible in accordance with the ASUCLA Board of Directors Constitution and Bylaws.

4.3       Services Committee:

A. The Services Committee shall be composed of the following members:

1. Two Undergraduate Student Members of the Board;

2. Two Graduate Student Members of the Board;

3. Two Non-Student Members of the Board;

4. One or two other Members of the Board, if any, appointed by the Board:

5. The Executive Director, or the Executive Director’s designate, without a vote; and

6. The Student Union Director, or the Student Union Director’s designate, without a vote.

B. The responsibilities of the Services Committee shall be:

1. To review and recommend to the Board the allocation of and policies for the use of facilities under the control of the Association, except facilities allocated by the Board to the Communications Board, Undergraduate Students Association, and Graduate Students Association;

2. To review and recommend to the Board the planning, development, and construction of facilities under the control of the Association;

3. To review and recommend to the Board new services and significant changes to continuing services which the Association may offer;

4. To review and recommend to the Board the termination of services offered by the Association;

5. To review the assessment of customer satisfaction with goods and services offered by the Association;

6. To review and recommend to the Board other services, as may be referred to the committee by the Chair of the Services Committee or the Board;

7. To implement and execute the ASUCLA Policy on Social Responsibility; and

8. To implement and execute the ASUCLA Policy on Sustainability.

C. The term of the Services Committee shall be 12 months, from August 1 until July 31 of the following year. The members of the Services Committee shall serve until the end of their committee appointment, regardless of the expiration of their Board term, so long as they otherwise remain eligible in accordance with the ASUCLA Board of Directors Constitution and Bylaws.

4.4       Personnel Committee:

A. The Personnel Committee shall be composed of the following members:

1. An Undergraduate Student Member of the Board;

2. A Graduate Student Member of the Board; and

3. Two Non-Student Members of the Board.

B. The responsibilities of the Personnel Committee shall be:

1. To conduct the annual evaluation of the Executive Director;

a. The process used to evaluate the Executive Director shall be revised, if necessary, and ratified by the Board before commencing the evaluation;

b. The evaluation process shall explicitly take into account any Executive Director performance goals adopted by the Board more than 9 months before the evaluation commences;

c. The completed evaluation shall result in a recommendation presented to the Board no later than the May Regular Meeting; and

d. A separate list of suggested performance goals for the following year shall be derived from the evaluation and submitted by the Executive Director to the Personnel Committee.

2. To review and make recommendations on personnel issues referred to the committee by the Executive Director or by the Board;

3. To review and approve the bonus/incentive compensation policy.

C. The term of the Personnel Committee shall be 12 months, from August 1 until July 31 of the following year. The members of the Personnel Committee shall serve until the end of their committee appointment, regardless of the expiration of their Board term, so long as they otherwise remain eligible in accordance with the ASUCLA Board of Directors Constitution and Bylaws.

4.5       Executive Committee:

A. The Executive Committee shall be composed of the following members:

1. The Chairperson of the Board;

2. The Vice Chairperson of the Board, who shall serve as the Committee Chair;

3. The Secretary, and

4. The Executive Director is an ex officio member without a vote.

B. The responsibilities of the Executive Committee shall be:

1. To act in place of the Board as necessary between Regular and Special Meetings of the Board; provided, however, that the Executive Committee shall not:

a. Fill vacancies on the Board;

b. Amend or repeal the Constitution, these Bylaws, or adopt a new Constitution or Bylaws;

c. Amend, rescind, or make an exception to a Board Policy, or adopt a new Board Policy; or

d. Appoint any member to any Committee of the Board, except temporary appointments to the Executive Committee, subject to approval by the full Board at its next Regular Meeting. Such temporary appointments must be filled by a current Board member from the same constituency as the vacancy.

2. To consult with the Executive Director upon the Executive Director’s request.

C. The term of the Executive Committee shall be 12 months, from August 1 until July 31 of the following year. The members of the Executive Committee shall serve until the end of their committee appointment, regardless of the expiration of their Board or Officer term, so long as they otherwise remain eligible in accordance with the ASUCLA Board of Directors Constitution and Bylaws.

1.  In the event of a vacancy by the Chairperson of the Executive Committee, the new appointee chosen according to Bylaw 4.5(B) (1)(d) shall automatically be assigned the role of Vice Chairperson, and the former Vice Chairperson shall assume the duties of the Chairperson.

D. The Executive Committee shall remain in force after the conclusion of a Board of Directors session, prior to the formal convening of the following Board of Directors session.

E. Any decisions or actions taken by the Executive Committee shall be reported to the Board at its next Regular Meeting and are subject to Board approval. In the absence of any formal action, acceptance of the Executive Committee Report shall be construed as approval.

F. The Executive Committee of the Board of the Association shall also serve as the ASUCLA Board Nominating Committee.

1. The responsibilities of the Nominating Committee shall be as follows:

a. To consult with the incoming and returning undergraduate, graduate, administrative, alumni, and faculty representatives of the Board to hear recommendations for Board Officers, Standing Committee Members, and Standing Committee Chairs;

b. To recommend Officers for the Board;

c. To recommend appointments for all other Board Standing Committees; and

d. To recommend the Chairs of all other Board Standing Committees.

2. The Executive Committee shall commence service as the Nominating Committee on July 1 and conclude following the election of officers of the ASUCLA Board of Directors and the approval of appointments to Standing Committees.

G. The Executive Committee of the Board of the Association shall also serve as the Board Conduct Committee.

1. The responsibility of the Conduct Committee shall be the investigation of reports of any Board Member’s misconduct, as specified in Bylaw 7. On finding a proper basis for further action, the Conduct Committee shall make recommendations to the Board for Censure or Removal from the Board.

4.6       Ad Hoc Committees:

A. The Board may appoint Ad Hoc Committees, which may include people not serving as a Member of the Board, with such powers and duties as the Board may determine, provided that no Ad Hoc Committee shall be created to act upon any matter within the responsibilities of a Standing Committee.

B. An Ad Hoc Committee shall act only during the Session in which it is appointed, except that committees provided for in the "Policy Guideline" of the Board may be renewed annually by specific action of the Board.

4.7       Reservation of Powers:

A. As to Committees, unless otherwise specifically delegated, authority to act on all matters is reserved to the Board, and the duty of each Committee shall be only to consider and to make recommendations to the Board upon matters referred to it.

BYLAW 5:       RULES OF PROCEDURE

5.1       Rules of Procedure:

A. The rules and definitions contained in Robert's Rules of Order Newly Revised, or its latest edition, shall govern the proceedings at and the conduct of the meetings of the Board in all cases which these Bylaws do not govern.

BYLAW 6:       AMENDMENTS

6.1       Procedure:

A. These Bylaws may only be amended at any Regular Meeting of the Board by the affirmative vote of not less than two-thirds of the Voting Members, provided that notice of any proposed amendment, including a draft thereof, shall have been given at the Regular Meeting of the Board preceding the meeting at which such amendment is voted upon.

BYLAW 7:       DISCIPLINARY PROCEDURES

7.1       Attendance Requirements:

A. Members of the Board are required to attend all meetings of the Board and the Standing Committee(s) or Ad Hoc Committee(s) of the Board to which they have been elected. If a Member of the Board has been partially absent (defined as an absence of 30 minutes or more) or absent for a total of three Regular Meetings of the Board in a year; for two successive Regular Meetings of the Board; or for three meetings of any Standing Committee or Ad Hoc Committee on which the Member serves, the Member will be deemed to have violated the attendance requirements. The matter will be referred to the Conduct Committee for its consideration, in its sole discretion, as to whether there was appropriate cause for the absences. The Committee may include the withholding of student stipends among any actions it determines are appropriate. For Board attendance, the Orientation Retreat and any Mid-Year Retreat shall be considered Regular Meetings.

7.2       Causes for Censure or Removal:

A. Upon receiving a recommendation from the Conduct Committee, or at its discretion, the Board may elect to censure or remove a Regular or Alternate Member of the Board under the following circumstances:

1. For failing to participate satisfactorily in the work of the Board or its committees when the Board so determines that such a failure is inexcusable and impedes the ability of the Board to conduct its business thoroughly and efficiently;

2. For a breach of any of a Member’s fiduciary duties as a Member;

3. For breach of any of the duties and responsibilities of Board membership as provided by law, specified in the Constitution, including Section IX, these Bylaws, and any Board Policies (as defined below). For avoidance of doubt, each Member of the Board is required to perform their duties in good faith, in a manner they believe to be in the best interests of the corporation, and with the care, including reasonable inquiry, that an ordinary prudent person would use under comparable circumstances. These include responsibilities as a Member of the Board and as a member of any Standing Committee on which the Member of the Board serves. Without limiting the foregoing, the duties of a Member of the Board include disclosing any actual or potential conflicts of interest as required by Bylaw 8, misusing or making unauthorized disclosures of information which by law, obligation, or policy of the Board or the UC System are required to be kept confidential; neglecting responsibilities or duties of service to the Board or a Standing Committee without good cause, and using their position as a Member of the Board for personal gain (except where permitted, for example, under the Stipend Policy).

4. For failing to meet the attendance requirements in Bylaw 7.1 without cause, as determined in the sole discretion of the Conduct Committee;

5. For failing to disclose an actual or potential Conflict of Interest, as outlined in more detail in Bylaw 8 or the Board Policy on Code of Conduct, Self-Dealing Transactions, and Interested Board Members, Officers, and Committee Members;      

6. For breach of Executive Session or any other information or data provided to the Member of the Board or Committee Member by the Association in confidence, including, without limitation, attorney-client communications; or

7. Violation of any law during service as a Member of the Board or any Committee Member, or engaging in behavior that may endanger the association’s status as a tax-exempt 501(c)(3) organization.

B. Where the issue involves violations of policies involving personnel or violation by the accused of any UCLA policy or any law, the Board or Conduct Committee may defer its deliberation or determination pending the outcome of any UCLA or other investigation. The Association may also hire an outside party to conduct an investigation and report to the Conduct Committee or the Board, in executive session, on the results.

7.3       Voting in Censure or Removal Actions:

A. A Member may be censured or removed by the affirmative vote of not less than two-thirds of the Voting Membership present at the meeting of the Board, not counting the presence of the Member who may face action.

7.4       Disciplinary Procedures:

A. All disciplinary actions shall be undertaken in Executive Session and shall require at least seven days prior written notice of the complaint or basis for the potential disciplinary action, an opportunity to address, either in person or in writing, the Conduct Committee or the Board of Directors, as applicable, and an opportunity to inquire of the complainant(s) and anyone addressing the Board relative to the complaints. The Member of the Board that is the subject of the inquiry shall not participate in the deliberations or the vote on the matter, and if present, may be excused by the Board or Conduct Committee for deliberations. If prior written notice to the involved Member of the Board has been given, and a hearing or other discussion has been placed on the agenda. If the involved Member of the Board does not attend the meeting, the Board may take disciplinary action without the Member's presence or participation.

B. Censure may be accompanied by a written warning addressed to the Member, notification of the Member’s appointing authority, withholding of part or all of the Member’s stipend, and/or suspension or discontinuation of the Member’s ASUCLA discount purchasing privileges.

C. The Board, by a two-thirds majority of the Voting Membership in attendance at the meeting (not counting the presence of the member who may face action), may immediately and temporarily suspend any member reasonably suspected of disclosure of confidential information from Executive Session and access to Executive Session notes in advance of any formal disciplinary action as specified in Bylaw 7.4(A).

7.5       Notification of Appointing Authority:

A. The Executive Director shall report to that Member’s Appointing Authority, the result of disciplinary action taken against a Member, and the reasons in confidence within ten working days of the action by the Board.

B. A member of the Board who is removed pursuant to Bylaw 7 is not eligible to serve on the Board or any Board Standing Committee in the future.

BYLAW 8:     CONFLICT OF INTEREST

8.1       Definition of Conflict of Interest:

A. The Board shall have a Board Policy covering conflicts of interest and self-dealing transactions, called the “Board Policy on Conflicts of Interest, Self-Dealing Transactions, and Interested Board Members, Officers and Committee Members.” A violation of such Board policies, including the failure to timely and adequately disclose a conflict of interest, shall subject the Member of the Board to discipline as outlined in Article 7 of these Bylaws. Failure to disclose a known conflict of interest or to recuse oneself when appropriate may constitute a breach of fiduciary duty and be grounds for censure, removal, or other action provided under Bylaw 7. A Board Member shall recuse themselves from any vote about a conflict of interest or other matter as required by a Board policy, and shall not participate in the discussion or vote pertaining to such matter. However, if requested by the Board or Committee, the Board Member shall be available to provide information or answer questions prior to deliberations and voting.

BYLAW 9:    BOARD POLICIES

9.1       Board Policies:

A. Policies shall be attached to these Bylaws, which have been approved by the Board of Directors and remain in full force and effect (each, a “Board Policy”). The Secretary shall maintain a list of the Board Policies and keep current copies with the official Bylaws. In the event of a conflict between a Board Policy and these Bylaws, the Bylaws shall control.

B. The Board may only adopt, amend, make an exception to, or rescind a Board Policy at any Regular Meeting by an affirmative vote of not less than six (6) Voting Members, provided that notice of the action, including a draft thereof, is given at the previous Regular Meeting.

BYLAW 10:   LIABILITY

10.1      Debt, Obligation, or Liability:

A. A director, officer, or agent of the Association is not liable for a debt, obligation, or liability of the Association solely by reason of being a director, officer, or agent.

10.2    Contractual Obligation:

A. A director, officer, or agent of the Association is not liable for a contractual obligation of the Association unless one of the following conditions is satisfied:

1. The director, officer, or agent expressly assumes responsibility for the obligation in a signed writing that specifically identifies the obligation assumed.

2. The director, officer, or agent executes the contract without disclosing that the director, officer, or agent is acting on behalf of the Association.

3. The director, officer, or agent executes the contract without authority to execute the contract.

10.3    Acts and Omissions:

A. A director, officer, or agent of the Association shall be liable for injury, damage, or harm caused by an act or omission of the Association or an act or omission of a director, officer, or agent of the Association, if any of the following conditions is satisfied:

1. The director, officer, or agent expressly assumes liability for injury, damage, or harm caused by particular conduct, and that conduct causes the injury, damage, or harm.

2. The director, officer, or agent engages in tortious conduct that causes the injury, damage, or harm.

3. The director, officer, or agent is otherwise liable by law.

B. Notwithstanding any other provision in this Bylaw 10, a person in control of the Association may be subject to a liability for a debt, obligation, or liability of the Association under common law principles governing alter ego liability of shareholders of a corporation, taking into account the differences between a nonprofit association and a corporation.