I. MEETINGS
A. Membership Meetings
1. Calling general membership meetings
a. The Board of Directors shall have power to call a general membership meeting at any time.
b. The President of the corporation must call a meeting immediately upon the receipt of a petition signed by 20% of the membership requesting such a meeting. Members must be given not less than two days notice of any meeting, the time, place and purpose of which shall be specified in the call for the meeting. All Membership Meetings shall be held at wheelchair accessible locations.
2. 40% of the membership shall constitute a quorum, providing that at least 50% of the units have at least 10% of their membership present; a quorum shall be necessary to transact any official business.
3. A majority vote of the members present shall be necessary to pass a resolution, motion or approval.
4. A meeting shall have all the powers granted to the Board of Directors and may pass any measures it deems necessary.
5. All such measures shall be effective unless vetoed by a vote of three-fourths of the total membership of the Board of Directors. In the event of such veto, however, it shall be followed within two weeks by a secret ballot of the entire membership on the issue, and a simple majority vote of all the members is necessary to overrule the veto.
B. Directors’ Meetings
1. Calling Board of Directors’ meetings
a. The President must call a meeting of the Board of Directors at least once a month during regular sessions of the University and may call any others which s/he deems necessary.
b. The President must call a meeting of the Board of Directors upon the request of four members of the Board.
c. The Board of Directors shall have the power to determine the time and place of its meetings, except as noted in (a) and (b) of this section. All Board of Directors meetings shall be held at wheelchair accessible locations.
d. Members must be given not less than two days notice of any meeting, the time and place of which shall be specified in the call for the meeting.
2. Quorum classifications
a. A quorum shall consist of sufficient members of the Board empowered to cast two-thirds of the total possible votes (a number equal to the total number of members), providing the majority of the units of the association are represented by at least one director.
b. In the absence of a quorum at any meeting of the Board of Directors, subjects requiring prompt consideration may be submitted by mail to its members and their votes taken by correspondence when so ordered by the President or Secretary. Not less than two-thirds affirmative votes shall be required to pass any measure submitted by mail to the Board of Directors.
c. In the event that quorum is lost after the Board of Directors has been duly convened with quorum, the meeting may remain convened so long as there are sufficient members present empowered to cast one half of the total possible votes (equal to one half of the total number of members). Taking such action shall require a majority of quorum, documented by a roll call, as long as the meeting itself does not have quorum. In other words, it takes one half of the total possible votes to entertain a motion and it takes over one third of the total possible votes to pass a motion. This paragraph shall be in effect only to the extent that it conforms to applicable state law.
- A simple majority vote of the Board shall be necessary to pass a resolution, motion, or approval.
- An absolute two-thirds majority of the Board of Directors shall be necessary to amend or suspend the Personnel Code, unless ten days written notice of the proposed amendment has been given.
5. An absolute two-thirds majority of the Board of Directors shall be necessary to amend the Barrington Policy, unless ten days written notice of the proposed amendment has been given.
II. PLACE OF BUSINESS
A. The main office of the corporation shall be in Alameda County, California.
III. MEMBERSHIP
A. ELIGIBILITY
1. Membership shall be limited to all post-secondary school students, as well as to members of the faculty of the University of California, Berkeley.
2. Exceptions to the above may be made by the Administrative Committee in accordance with the provisions of the Administrative Code, subject to the approval of the Board of Directors.
3. Membership shall not be restricted because of race, religion, national origin, or political adherence.
B. METHOD OF ADMISSION
1. The method of admission shall be as stated in the Administrative Code.
2. Acceptance into Membership
a. Each applicant shall not be considered a member until s/he has been accepted.
b. The acceptance of applicants shall be dependent upon the corporation facilities for accommodating them.
C. RIGHTS AND PRIVILEGES OF MEMBERSHIP
1. Each member shall have the following rights:
a. Right to attend all meetings.
b. Right to cast one vote at all membership meetings or polls.
c. Right to speak at all meetings.
d. Right to make and second resolutions, motions, or approvals at meetings.
e. Right to reside at or use the facilities of the corporation to which the member has been assigned.
2. The rights specified in paragraph 1, subsections (a) and (c), shall not apply during executive sessions of the Board of Directors.
D. TERMINATION OF MEMBERSHIP
1. Membership may be terminated by the President:
a. With the concurrence of the General Manager and a current House Manager or House President from the member’s house, upon the finding that the continued presence of a member in a facility of the corporation constitutes an immediate danger to the safety of other members. The President shall set the time by which the member must vacate.
b. Upon the failure of a member to pay his/her bills in accordance with the procedures outlined in the Administrative Code.
c. Upon the recommendation of the Administrative Committee for failure of a member to meet the qualifications set forth in Article V of the Articles of Incorporation and Article III, Paragraph A of the USCA By-laws.
d. Upon recommendation of the Administrative Committee for conduct in violation of the Administrative Code which the Administrative Committee has decided has not been effectively enforced by the house.
2. Membership may be terminated by a vote of not less than an absolute two-thirds of a housecouncil after due notice and hearing.
3. Termination of membership may be appealed by the member to the Board of Directors within two weeks, when the Board is meeting, of such termination. Appeals of a recommendation of termination by the Administrative Committee may be considered only with the appeal of the actual termination. The decision of the Board shall be final. (amended 11/2/82)
4. Membership shall terminate immediately upon loss of eligibility status and all property interests of the member shall immediately cease.
5. Former members, in good standing at time of departure, may be reinstated without payment of membership fee provided there are available facilities.
E. Membership is non-transferable.
IV. ORGANIZATION OF UNITS
A. The Board of Directors may designate any portion of the operations of the corporation as a unit thereof.
B. The government and administration of the separate units is left to the members as long as their actions do not conflict with the policies of the corporation or in any way jeopardize the interest of the membership as a whole or the interest of other units. The Board of Directors shall act as a court to determine whether a unit is acting within the authority given it.
C. Unit Constitutions and By-laws not in conformity with the Articles, By- laws and policies of the corporation are invalid.
V. BOARD OF DIRECTORS
A. MEMBERSHIP
1. The President of the USCA Alumni Association shall be requested to appoint one member of the Alumni Association to act as a member of the Board of Directors. The term of office of the Alumni Association member shall be at the pleasure of the President of the USCA Alumni Association.
2. It shall be the responsibility of the President to recommend to the Board for approval two additional non-student directors from the USCA Alumni Association and/or the University of California, Berkeley faculty. The terms of office of these directors shall be at the pleasure of the Board of Directors.
3. The remaining members of the Board of Directors shall be elected from the membership of the corporation by the members of the several units. Each unit shall elect one director for each seventy members, or fraction thereof, in the residential capacity of the unit.
4. In addition to the regular director duly elected by the membership of each house, each unit shall elect one alternate whose duty it shall be to attend directors’ meetings and to vote whenever any regularly constituted director from that unit is absent. Alternate directors shall be elected at the same time that the regular directors are elected, but if an alternate director resigns or is unable to serve, a special election may be called in the unit to elect a new alternate director.
5. The delegation from each unit shall be allotted as their total number of votes the number of members of the unit they represent. The votes shall be equally distributed between each of the unit’s representatives with any odd number of votes being cast by the senior board representatives of the delegation. Votes allotted to absent representatives shall not be cast by any person other than that person’s bonafide alternate. The allocation of votes to directors other than unit representatives (pursuant to sections 1 - 3 of this paragraph) shall be as follows: Each director shall receive six votes.
6. No individual employed by the USCA shall concurrently serve as a director, except the duly elected representative of the USCAEA. The USCAEA director shall receive 1 vote per EA member up to a limit of one less than the size of the smallest house. This representative may be excluded from executive sessions in which negotiations or re-negotiations of the USCAEA contract is being discussed. This provision shall not apply to employees of units of the corporation or to students hired for short-term employment pursuant to the Personnel Code.
7. Each student director is required to attend Board meetings and the meetings of at least one standing committee of the Board. Each director shall be required to specify which committee s/he shall attend at the first Board meeting of each semester, or his/her first meeting as a member of the Board. Each student executive is required to attend all Board and Cabinet meetings, and any other meeting specified under their job description.
8. Student directors and executives may not miss any two consecutive Boards or required committee meetings. Moreover, student directors or executives may not miss both a Board meeting and their required committee meeting in succession. The President shall inform the Board of Directors at the beginning of each meeting as to which directors or executives have missed two or more meetings consecutively. Such directors or executives shall be removed from the Board unless the Board votes otherwise by a simple majority.
a. As soon as a director has missed two consecutive meetings, the President shall inform the appropriate house president that the director will be removed at the beginning of the next meeting, pending a vote of the Board. Should a director be removed, the President shall inform the President of the appropriate house, and the vacancy shall be filled according to regular house election procedures.
b. As soon as an executive has missed two consecutive meetings, the President shall inform Cabinet that the executive will be dismissed, unless the Board votes otherwise by a simple majority. Should an executive be dismissed, Cabinet shall distribute the duties of the dismissed executive among the other executives, until the next Board meeting. If none of the other executives are able to fulfill the duties of the dismissed executives, Cabinet may appoint any member to fulfill these duties until the next Board meeting.
B. TIME OF ELECTION AND DETERMINATION PROCEDURES
1. The total membership of the corporation and of individual units shall be determined by the President of the corporation prior to each meeting of the Board of Directors in order to determine the total vote to be allocated to each unit’s delegation.
2. Directors shall be elected in the closing weeks of the semester and shall take office on the next day after the last day of the semester in which elected, and directors shall leave office on the last day of the corresponding semester in which elected one year thereafter.
3. Any unit may request a determination of its membership on the Wednesday of the fourth week of any semester. The unit shall then elect, or seat if previously elected, any additional directors which such a determination shows that it is entitled to elect and a unit may cast the total number of votes that a determination shows that it is entitled to cast. Such directors shall take office immediately and shall leave office as if elected for a year term during the previous semester.
C. EXPENDITURES
1. No expenditure of more than $5,000 shall be approved by the Board of Directors unless it has been discussed at two consecutive Board of Directors meetings, except by an absolute two-thirds vote of the Board. The expenditure may be approved at the second of the above-mentioned meetings and may not exceed the amount specified at the first meeting by more than 10%.
D. EXECUTIVE SESSIONS
1. Executive session shall be defined as a closed meeting including members of the Board and any other persons designated by the Board in the motion to enter executive session or requested after the motion by a two-thirds vote.
2. The Board in creating on-going policy may include a provision for executive session if:
a. There is a specific matter of a sensitive nature to be discussed in this session, and
b. The policy passes by an absolute majority of the Board at a regular meeting after the policy, including the provision for executive session, has been discussed at least one previous regular Board meeting.
3. No matters not explicitly designated in the motion to enter executive session may be discussed in that session.
4. All motions made and votes taken in executive session shall be a matter of public record.
VI. OFFICERS AND EMPLOYEES
A. Term of Office
1. There shall be three executives: a President, a Vice President of Internal Affairs, and a Vice President of Financial Affairs.
2. The terms of office of the President shall be Spring, Summer and Fall. The terms of office of the Vice-President of Internal Affairs, and the Vice President of Financial Affairs shall be Spring and Fall only. During the Summer term there shall be only one Vice-President position, the Summer Vice-President. Spring and Summer officers shall take office at midnight of the last day of the contract period in which they were elected, and terminate at midnight of the last day of the contract period of their term of office. Fall officers shall take office at midnight on the last day of the Summer contract period.
3. All executives must be members of the USCA for the duration of their term of office.
4. Only one person may hold any single executive position at one time.
B. President
1. The President shall be elected by the Board of Directors. The President for Spring semester shall be elected at the next to last meeting of the Fall Board. The Presidents for Summer term and Fall semester shall be elected at the next to last meeting of the Spring Board. The President shall not serve as Board Representative from any member unit concurrent with his/her term of office.
2. Duties and powers:
a. To provide student leadership for the USCA
b. To preside at all general membership meetings .
c. To call meetings of the membership and Board of Directors as provided herein.
d. To appoint committees deemed necessary by the Board
e. To exercise the usual power given to the President of a non-profit organization.
f. To promote the general welfare of the corporation.
g. To attend and preside over all meetings of the Board of Directors
h. To preside over the Cabinet of the Board of Directors.
i. To abide by the Presidential Job Description, as approved by the Board of Directors and all provisions included in the Policy Directory.
3. The president shall have the privilege of casting tie-breaking or tie-making votes regardless of whether s/he holds the gavel during the vote.
4. A vacancy in the office of President shall be filled in the following manner.
a. The Cabinet of the Board of Directors shall immediately convene to elect a temporary replacement.
b. A permanent replacement shall be elected by the Board of Directors as soon as possible. The election shall be advertised to the membership for at least seven days.
C. Vice Presidents
1. The Vice Presidents shall be elected by the Board of Directors in the same manner as the President. The Vice Presidents shall not serve as Board Representatives from any member unit concurrent with their terms of office.
2. Duties and powers:
a. All Vice Presidents :
i. Shall attend all meetings of the Board of Directors and the Cabinet.
ii. Shall assist the other executives in the performance of their duties at their discretion.
iii. Shall fill in for other executives in their absence until their return or until their replacement is elected.
iv. Shall abide by the Vice Presidential Job Descriptions, as approved by the Board of Directors and included in the Policy Directory.
b. The Vice President of Financial affairs is the Treasurer of the USCA and shall perform the usual duties of that office.
3. A vacancy in an office of Vice President shall be filled in the following manner:
a. The Cabinet of the Board of Directors shall immediately convene to elect a temporary replacement.
b. A permanent replacement shall be elected by the Board of Directors as soon as possible. The election shall be advertised to the membership for at least seven days.
D. Compensation of Student Executive Officers
1. The Board of Directors shall set compensation for all student executives and the Board shall set the compensation for the student executives, in the form of hours, partial or full room and board, money or any combination thereof. Rate of compensation may only be changed effective the succeeding semester. This applies to the rate of compensation and not the compensation of any individual officer.
2. Board shall vote on compensation two times each semester for all student executive officers.
3. Compensation may be denied or lowered by Board on the following grounds:
a. Failure to fulfill duties as specified in their job descriptions
b. Refusal to comply with Board directives
c. Unauthorized use of USCA funds
E. Impeachment
1. If the performance of any board-elected official is so unsatisfactory as to severely interfere with the efficiency of the Board or services to members, then the Board of Directors may impeach the officer.
a. Board representatives may petition to impeach the officer. Should one third of the number of Board representatives sign the petition and submit it to the President, then at the next Board meeting the Board shall elect an Impeachment committee (PeachCom ).
b. Cabinet may petition to impeach the officer. Should three of the five student executives sign the petition and submit it to the President, then at the next Board meeting the Board shall elect an Impeachment committee.
c. After the President is presented with a petition as specified in Section I.1.a or Section I.1.b, the Board shall elect an Impeachment committee. The petition must state the name and position of the accused officer, and the reasons allegedly contributing to the accused’s disservice; the petition shall also name the originator(s) of the petition. A copy shall be given to the accused.
2. Before the Board is notified of the petition, the President shall have three days to inform the accused that an Impeachment committee will be elected at the next Board meeting, unless s/he resigns.
3. PeachCom
a. PeachCom shall be elected by the Board and shall consist of four members of the Board of Directors and one student executive. No two members may be from the same house; no more than two who signed the petition can serve on the committee. The committee shall elect its own chair. Quorum shall be four.
b. The committee shall gather evidence and testimony, and investigate the validity of the accusations and allow the accused to respond to the substance of charges made. The committee shall deliberate in its recommendation to the Board; the accused and his/her representative have the right to attend all meetings, except the deliberations.
c. The committee must report to the Board of Directors at the next regularly scheduled meeting. The PeachCom chair must prepare a written report containing the committee’s findings and recommendations.
4. If PeachCom recommends impeachment, the impeachment hearings shall be conducted as follows:
a. PeachCom explains its recommendation
b. The accused and/or his/her representative shall be able to respond
c. Questions and debate
d. Closing statements made by the accused and/or his/her representative, and one member of PeachCom , chosen by the committee
e. Roll-call vote; an absolute two thirds is necessary to remove someone from office
5. Should the President be the accused, Cabinet shall choose a Vice-President to perform the duties of the President under this policy, including chairing the meeting when PeachCom is elected and when it gives its report.
VII. COMMITTEES
A. SUMMER BOARD OF DIRECTORS
1. The Board of Directors shall delegate all the powers of the Board of Directors except to change the Articles of Incorporation or the By-Laws to a body which shall be called the “Summer Board of Directors.” The Summer Board of Directors shall keep a book of the minutes of its meetings and report the same to the next meeting of the Board of Directors.
2. The Summer Board shall consist of:
a. One Summer Board Representative from each house selected by each house. In the case of their absence their house shall elect a replacement.
b. The President and the Summer Vice-President, without voting rights.
c. One alumni representative, to be elected by the Alumni Association.
d. One EA representative, to be elected by the Employees’ Association.
3. Quorum shall consist of an absolute majority of the membership of the Summer Board
4. The Summer Board shall make no appropriations in excess of 0.1% of the annual operating budget of the corporation for any item, project or budget category unless it has first declared that said action is an extraordinary matter such that the interests of the corporation compel immediate action. Said declaration shall require an absolute two-thirds vote of the Summer Board for action.
5. Each member of the Summer Board shall cast one vote.
B. THE CABINET OF THE BOARD OF DIRECTORS
1. Spring and Fall
a. Consists of the President, all of the Vice-Presidents, two at-large cabinet members, the Long Range Planning Committee Chair, and the Social Managers Collective Chair.
b. Shall convene regularly to implement policies as established by the Board of Directors.
c. Shall take action in the event of an emergency when there is no time to call a meeting of the Board of Directors.
d. All actions taken by the Cabinet shall be reported to the Board at the next meeting of the Board of Directors.
e. The Board of Directors shall have the power to overrule or amend any decisions made by the Cabinet.
f. Quorum for the Cabinet shall be four. In the event that quorum cannot be attained, the General Manager and/or Operations Manager may be brought in as voting members.
g. Each of the Vice-Presidents and at-large members shall have one vote. All decisions of the Cabinet shall be made by majority vote.
h. The President shall be the chair of Cabinet.
2. Summer
a. Consists of the President, the Summer Vice-President, and three at-large members.
b. Shall convene regularly to implement policies as established by the Summer Board of Directors.
c. Shall take action in the event of an emergency when there is no time to call a meeting of the Summer Board of Directors.
d. All actions taken by the Cabinet shall be reported to the Summer Board at the next meeting of the Summer Board of Directors.
e. The Summer Board of Directors shall have the power to overrule or amend any decisions made by the Cabinet.
f. Quorum for Cabinet shall be three.
g. The President, Summer Vice-President, at-large members, and General Manager shall have one vote in all decisions of the Summer Cabinet. All decisions of the Cabinet shall be made by majority vote. The Operations Manager may substitute as a voting-member of the Summer Cabinet if the General Manager is absent.
h. The President shall be the chair of Cabinet.
VIII. VOTING PRIVILEGES
Each member shall have one vote. All members shall enjoy equal voting privileges. There shall be no proxy or absentee voting.
IX. POWERS OF MEMBERSHIP PETITION/VOTING
Upon receipt of a petition containing the signatures of at least fifteen percent of the total membership with not more than one third of the signers from any one house, the President shall conduct a secret ballot of the entire membership regarding any issue on which the Board of Directors has taken action or declined to take action by the end of the next regularly scheduled meeting after the issue was introduced. The Board shall not take action to reverse the decision of the membership either in the semester of the ballot or in the following semester. The provisions of this Article IX shall be inapplicable to all actions heretofore or hereafter taken by the Board of Directors of the Association in connection with the authorization, issuance, sale and delivery of $2,119,000 principal amount of Housing Bonds of 1970 of University Students’ Cooperative Association. The provisions of this Article IX shall be inapplicable to all action heretofore or hereafter taken by the Board of Directors of the Association in connection with the authorization, issuance, sale and delivery of $2,375,000 principal amount of Housing Bonds of 1979 of the University Students’ Cooperative Association.
X. FEES AND ASSESSMENTS
A. All corporation fees, dues, and assessments shall be set by the Board (A corporation fee shall be interpreted as an increase in fee that effects the workshift rate [policy directory]).
B. A four-fifths vote of the Board shall be necessary to authorize a membership assessment (A membership assessment shall be interpreted as a fee that is assessed across the board and has no effect upon the workshift rate [policy directory]).
- A two-thirds vote of the Board of Directors shall be necessary to increase corporation fees or to adopt a budget including an increase in fees.
D. In accordance with the two-year rent cap adopted by the USCA Board of Directors on 9/29/94, rents shall not be raised above 1994-95 levels during the 1995-96 and 1996-97 fiscal years. In the event of an emergency immediately imperiling the financial solvency of the organization, the Board may vote to raise rents during that time. Such a vote will be considered a membership assessment, (see section B) and would require the approval of four-fifths of the Board (in a roll-call vote).
XI. AUDITS
A. The USCA shall have an independent, outside audit every year. The USCA shall have a full audit every two years. (In Fall 2004, the Board decided to conduct full audits annually.)
XII. RULES OF PROCEDURE
A. Any rule of procedure not covered by these By-laws or not included in the amendments hereafter enacted shall be determined according to Robert’s Rules of Order, Newly Revised.
XIII. AMENDMENTS
A. These By-laws may be adjusted, amended or repealed in the following manner:
1. By a vote of the membership in which 50% of the members have voted. In order to change a by-law, 60% of those casting votes must approve. In any vote other than a by-law change, a simple majority of those casting votes, assuming a quorum is present, shall be required for passage. If a quorum is not met, the Board of Directors shall, by a simple majority, be able to direct a second election.
2. By the assent of the majority of the members of the corporation, as evidenced by their signatures on any petition or other document enumerating the by-laws to be adjusted, amended, or repealed.
3. By a vote of the majority of a quorum at a meeting duly called for the purposes of adopting, repealing or amending these by-laws.
4. By two-thirds majority vote, or more, of the total number of the Board of Directors, providing that twenty-five days written notice is given to all voting members of the Board of Directors (this notice can be waived by the unanimous consent of the entire Board of Directors); provided further that any by-laws fixing or changing the number of directors may be adopted, amended or repealed only in pursuance of sections 1 and 2 of this article; and provided that the adoption, amendment or repeal of any by-laws by the Board of Directors shall be subject to the power of the members to change or repeal the By-laws in the manner duly prescribed herein.
XIV. BY-LAW JURISDICTION
A. Except as otherwise provided in these By-laws, neither this corporation nor any unit thereof shall take a position on any issue which is not directly concerned with this organization, its units, or with the cooperative movement in general. Nor shall its facilities be used by other organizations, groups or individuals except under conditions prescribed or approved by the Board of Directors.
B. Upon the affirmative vote, or written assent of two-thirds of the entire membership, the corporation may take a position on any issue, unless the proposed position would, if adopted, endanger the tax exempt status of the organization, as determined by the appropriate federal, state or local governmental agency. If corporate funds are to be involved, the initiative petition and/or referendum ballot must so indicate. The exact wording of the proposed position must be included on the initiative petition or referendum ballot. It is the intent of the Board of Directors in adopting this article that the President and/or Secretary shall be responsible for making inquiries to the appropriate governmental agencies to ensure that our tax status is not endangered prior to any referendum and prior to any public announcement of an official USCA position.
XV. SEAL OF THE UNIVERSITY STUDENTS’ COOPERATIVE ASSOCIATION
The seal shall be designated by the Board of Directors.