Article I

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

Article II

The purpose of this Association is to maintain a continued connection to the University of Iowa and to support the interests and welfare of retired University of Iowa faculty and staff members.

Article III

Section 1. Membership.

Any former faculty or staff member who has retired or who is in phased retirement from the University of Iowa and any spouse or domestic partner of a retired or deceased faculty or staff member of the University may become a member of the Association upon completion and submission of a membership form and payment of dues.

Section 2. Associate Membership.

Non-voting, non-office-holding membership is open to retired persons who may or may not have present or previous ties to the University upon payment of dues.

Section 3. Termination of Membership.

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

Article IV
Association Calendar

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

Article V
The Board of Directors

Section 1. General Responsibilities.

The Board of Directors, referred to henceforth as the Board, shall promote the purposes of the Association and shall act for the membership, as necessary, between the Association's meetings. The Board shall administer the property and funds of the Association, as authorized by law and the direction of the membership.

Section 2. Composition.

The Board shall consist of five elected officers—President, President-elect, Secretary, Treasurer, and Past President, six elected Directors-at-large, and the Editor of The Gray Hawk. The UIRA Webmaster and the Emeritus Faculty Council representative serve as non-voting members of the Board.

Section 3. Election and Terms of Office.

The officers and Directors-at-large shall be elected by a majority of the voting members of the Association in attendance at its annual meeting from a list of nominees for each office provided by the Nominating Committee. Additional names of nominees for each office shall be accepted from the floor preceding the vote. Each year the President-elect shall succeed to the presidency; and a new President-elect, and two Directors-at-large shall be elected. The election of the Treasurer and Secretary shall occur at three-year intervals. The six Directors-at-large shall serve staggered three-year terms. No elected Director-at-large may serve more than two consecutive terms. The President will recommend for Board approval a nominee for Newsletter Editor who shall serve a three-year term, which can be renewed. The Editor of The Gray Hawk, the Association newsletter, shall be a voting member of the Board.

Section 4. Duties.

a. The President, or his or her designees, shall represent the Association in carrying out the actions and directives of the membership, including chairing the monthly meetings of the Board. The President may select an individual for the President’s Award, given at the annual luncheon and business meeting. No President shall serve more than one term unless at least five years have elapsed between terms.
b. The President-elect chairs the Program Committee. In the absence of the President, the President-elect shall perform the duties of the President, as well as such other duties as the President or the Board requests.
c. The Secretary shall keep the minutes of the annual meeting of the Association, the minutes of the meetings of its Board, and conserve all non-financial records of the Association until such time that they are passed on to the University Archivist by the Past President.
d. The Treasurer shall keep and maintain the financial records of the Association; deposit funds received by the Association; expend these funds as authorized by the Board or membership of the Association; and make an annual financial report for the Association at the time of the annual meeting and at such other times as the Board shall indicate. The Treasurer shall also inform the members of the Board of any circumstances in which the financial health of the Association is threatened.
UIRA Bylaws Revised December 2019 3
e. The Past President shall serve as UIRA Archivist, serve on the Nominating Committee and organize the annual UIRA potluck picnic in June.
f. The Directors-at-Large shall assume Association duties as mutually agreed upon by the President and the Directors, including Membership Chair and Assistant to the Treasurer.
g. The Editor of The Gray Hawk, is appointed by the Board (upon the recommendation of the President), for a three-year term. The Editor shall be responsible for the preparation, publication, and circulation of The Gray Hawk and shall serve on the Membership Committee. The Editor may also prepare and disseminate news releases, publicity, and information about the Association to its members, to the community at large, and to the media.
h. The UIRA Webmaster, who serves in a non-voting capacity, is appointed by the Board. The Webmaster shall update all materials on the UIRA website and modify the site as directed by the Board.

Section 5. Vacancies.

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

Section 6. Meetings.

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

Section 7. Quorum

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

Article VI
Meetings of The Association

Section 1. Annual Meetings.

The annual business meeting of the Association shall be held in April of each year on a date and at a time specified by the Board. The following Board members shall prepare reports at the time of the meeting: President (report on the state-of the Association); President-elect (report on the year’s programming); Treasurer (report on the financial condition of the Association); and Membership Chair (report on current membership figures). These reports shall be published on the UIRA website. Officers for the forthcoming year shall be elected at the annual meeting.

Section 2. Special Meetings.

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

Section 3. Notice

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

Article VII

Section 1. General

TThe Committees of the Association shall consist of such committees as hereafter designated in these bylaws and other committees as are appointed by the President with the approval of the Board. Committee members must members of UIRA.

Section 2. Appointment and Terms of Office

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

Section 3. Vacancies

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

Section 4. Program Committee

The Program Committee shall consist of the President-elect, who chairs the committee, and as many as five persons from the voting membership, representative of the various constituencies in the Association. Program Committee members, who are recruited by the President-elect, shall serve one-year terms, which can be renewed, and their appointments shall be approved by the Board. The Program Committee shall:
a. Plan and arrange programs throughout the Association year.
b. Perform other duties from time to time as assigned to the Program Committee by the President or by the Board.

Section 5. Membership Committee

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

Section 6. Budget Committee

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

Section 7. Nominating Committee

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

Section 8. Awards Committee

The Awards Committee shall consist of at least three voting members of the Association, not more than one of whom is a Board member. The Chair and the committee members shall be appointed by the President, subject to Board approval, and shall serve for a one year renewable term preceding the annual meeting. The Awards Committee shall select the Outstanding Volunteer Service awards for university and community service and shall arrange for the engraving and mounting of awardee nameplates for the UIRA service award plaques located in the Iowa Memorial Union.

Article VIII
Conduct of Meetings

a. Robert's Rules of Order Newly Revised shall govern the conduct of all meetings, except in those instances in which they conflict with the Bylaws of the Association.
b. Electronic voting by the Board on emergency matters is permitted. All electronic votes shall be sent to both the President and the President-Elect, and the results then shared with all Board members. Documentation that such a vote took place and the results thereof shall be ratified and then documented in the minutes of the next regularly scheduled meeting of the Board.

Article IX
Revision of the Bylaws

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

Bylaws first adopted on October 19, 1995
First Revised February 19, 1997
Second Revision October 1999
Third Revision January 2004
Fourth Revision May 2005
Fifth Revision June 2010
Sixth Revision May 2011
Seventh Revision December 2019