By-Laws |

4.1

Basic Classes of Governance Bodies. The three (3) basic classes of governance bodies for the Association, in the order of their rank and precedence are:

a.

The MEMBERSHIP. Exercises the highest and ultimate class of governance through the General Election process;

b.

The REPRESENTATIVE COUNCIL. Represents the membership and serves as the policy-making body on matters as prescribed herein; and

c.

The BOARD OF DIRECTORS. Exercises ongoing governance as defined by law and on all other matters delegated to it by the governance documents and/or by actions of the Representative Council.

4.2

Supplemental and Advisory Classes of Governance. Association committees, task forces and other groups shall each have such supplemental and advisory duties as shall be prescribed in the actions of the governance bodies appointing them.

4.3

Governance Documents. All types and classes of governance shall be conducted in accordance with the governance documents. These shall be as follows, in the order of their rank and precedence:

a.

The ARTICLES OF INCORPORATION. This shall be the lawfully constituted authority for the structure and existence of the Association as a legal entity. Custody over this document is reserved by the membership to itself;

b.

The BYLAWS. The Bylaws shall be the blueprint for the organizational structure of the Association. Custody over the Bylaws is reserved by the membership to itself; and

c.

The STANDING RULES. The Standing Rules shall be a written means by which the daily organizational business of the Association is accomplished. They shall also be used where appropriate to implement the Bylaws and those policies of the Representative Council to which they can be applied. Custody over the Standing Rules is delegated to the Representative Council except as may otherwise be directed by the membership.

4.4

Parliamentary Authority. Where not otherwise prescribed within the governance documents, the latest edition of Robert's Rules of Order shall be the prescribed authority for the conduct of the meetings of all governance bodies.

4.5

Availability of Governance Documents. Copies of the governance documents shall be readily available to members at the organization's principal office of business and at each Local Faculty Unit. For this purpose, updated copies shall be furnished to each Association Representative at the start of each membership year.

4.6

Amendments to or Modifications of the Articles of Incorporation and Bylaws. The membership shall retain final ratification authority for amendments to or modifications of the Articles of Incorporation and/or the Bylaws in accordance with the following procedure:

a.

PROPOSAL. Amendments to the Articles of Incorporation and/or the Bylaws may be proposed by a majority vote of the Representative Council present at any regular meeting or by a petition signed by 10% of the membership. A proposal must be submitted prior to or at the January Representative Council meeting;

b.

PRO-CON ARGUMENTS. At the Representative Council meeting following the proposal, time for debate/discussion regarding the proposed changes; shall be allocated on the agenda;

c.

RECOMMENDATION OF THE REPRESENTATIVE COUNCIL. Proposed amendments shall be considered by the Representative Council at the second regular meeting following their proposal. The Council shall have the right to insert a simple statement on the ballot as to whether it recommends approval or disapproval of the proposed measure, but without editorial comment. A copy of the proposed amendments, together with a recommendation of the Representative Council shall be posted at each building by the Association Representative at least ten (10) school days prior to voting; and

d.

RATIFICATION. The proposed amendments shall be submitted by ballot to the membership. The amendments shall be ratified if approved by a majority vote of the members of the Association voting at the general election. The amendments shall go into effect immediately unless the amendment specifies another date.

4.7

Amendments to the Standing Rules. The Representative Council shall have final approval authority for amendments to the Standing Rules as follows:

a.

PROPOSAL. By majority vote, the Board of Directors may propose, or the Representative Council may direct, an amendment to the Standing Rules at any meeting; and

b.

ADOPTION. The proposed or directed amendment shall be subject to adoption by majority vote of the Representative Council at any meeting thereafter.