AURCO 501c3 Code of Regulations

Article I. Name

The name of the organization shall be the “Association for University Regional Campuses of Ohio,” sometimes referred to as “AURCO.”

Article II. Membership

Membership shall be open to all faculty members who are devoting full-time service to a university regional campus of Ohio.

Article III. Institution Representative

Each regional campus shall be entitled to have two voting members at the official meetings of AURCO. These official representatives shall be chosen by the individual campus faculty in the general and ordinary way by which the particular campus faculty chooses persons to act in a representative capacity. The campus representative should report his or her selection or election to the AURCO secretary, indicating the length of the term of service.

Article IV. Purpose

The Corporation is organized exclusively for charitable, scientific, and educational purposes under Section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding section of any future tax code.

The specific purposes of the Corporation within the meaning of Section 501(c)(3) are:
1. To promote advancement in the fields of higher education, academic research, and scholarship.
2. To provide opportunities for educators and students to present and otherwise share their advancements in the fields of higher education, academic research, and scholarship.
3. To encourage and sponsor activities to further the dissemination of information among its members and the general public concerning advancement in the fields of higher education, academic research, and scholarship.
4. To promote the elevation of standards of practice and ethics in the field of higher education, academic research, and scholarship.
5. To provide educational scholarships for students of higher education.
6. To promote cooperation with other national, regional, and local groups and organizations interested in higher education, academic research, and scholarship.

Article V. Leadership

A. Directors

1. Number and Election of Initial Directors. There shall be three Directors. The Members shall elect the original Directors, one for a 1-year term, one for a 2-year term, and one for a 3-year term.

2. Subsequent Directors. The outgoing President, if not elected to another office, shall automatically become a Director for a minimum term of 3 years, replacing the Director with the longest term of service on the Board of Directors. In the event that the President is reelected or elected to another office, the Board of Directors shall remain status quo.

3. Chairman of the Board of Directors. The Director with the longest term of service on the Board of Directors shall be the Chairman of the Board of Directors.

4. Duties and Powers. Subject to the limitations set forth in the Articles of Incorporation and these Regulations, the activities and affairs of the Organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board shall have the following duties and powers:

a) To develop and determine policies which govern the Organization.
b) To develop and monitor the Organization’s programs, financial policies, and budgets.
c) To assure the Organization’s financial stability and support it both with a personal financial contribution and in its fundraising efforts.
d) To borrow money and incur indebtedness when necessary for the purposes of the Organization, and to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidences of debt and securities.
5. Vacancies. A vacancy or vacancies shall exist in the case of death, resignation, or removal of any Director, or in the case of an unfilled position on the Board. Any vacancy may be filled by election by the Board. The Director shall be elected to the remainder of the vacant term. A Director elected to fill a vacancy may be elected at a time other than the annual meeting if the need or opportunity exists.

6. Resignation. Any Director may resign by giving written notice to the Board or to any Officer. The resignation shall take effect upon its receipt, and the acceptance of a resignation shall not be necessary to make it effective, unless otherwise specified in the notice.

7. 501(c)(3) Status. The Board of Directors shall ensure that the Organization does not engage in any activity that will jeopardize the Organization’s federal tax exemption.

8. Honorary and Advisory Directors. The Board may choose Honorary or Advisory Directors if the Board feels it is beneficial to accomplish the purposes of the organization. Honorary and Advisory Directors may participate in Board Meetings, but do not have voting privileges.

B. Officers

No more than two officers shall be elected from the same regional campus. Officers are elected for a term of two years, with the term of office beginning on 1 May.

C. President

The president shall succeed to the office from the vice-presidency. Should the office of the vice-president be vacant at the time of election, the president shall be elected in the manner of the vice-president. It shall be the role of the president to chair the executive committee and the AURCO meetings. The president shall serve as the primary spokesperson to express the position and policies of AURCO.

D. Vice-President

The vice-president shall be elected at large for a term of two years by the AURCO representatives at alternate annual business meetings. It shall be the role of the vice-president to chair the executive committee and the AURCO meetings in the absence of the president. The vice-president shall be the parliamentarian for all meetings. The vice-president shall complete the term of the president should the president be unable to serve. The vice-president shall become president when the term of the president expires.

E. Secretary

The secretary shall be elected at large for a term of two years by the AURCO representatives at alternate annual business meetings. It shall be the role of the secretary to keep and distribute minutes of each executive and AURCO meeting; to keep correspondence, documents, and books for the archives of AURCO; to be responsible for the establishment and oversight of a newsletter or other forms of communication with the general membership.

F. Treasurer

The treasurer shall be elected at large for a term of two years by the AURCO representatives at alternate annual business meetings. It shall be the duty of the treasurer to collect, maintain, and distribute all the funds of AURCO; to keep records and file any legal documents necessary.

G. Editor

The editor shall be elected at large for a term of two years by the AURCO representatives at alternate annual business meetings. It shall be the role of the editor to oversee all functions of the annual AURCO Journal.

Article VI. Committees

A. Executive Committee

The executive committee shall be comprised of the president, vice-president, secretary, and treasurer. It shall be the role of the executive committee to:

1. Plan the agendas, which shall be mailed to the campus representatives at least 10 days prior to meetings.
2. Assign and oversee the development of position statements on matters affecting member campuses/colleges for discussion and possible adoption by AURCO.

B. Other Committees

To provide for flexibility in meeting current needs, other committees may be established either as standing or ad hoc committees.

1. The purpose and composition of standing committees will be established by the representatives at the meeting at which the committee is initially formed. The term of service will be for 2 years.
2. The term of service for ad hoc committees will last until they are dissolved. The appointment to an ad hoc committee will be made by the president with the advice of the executive committee.

Article VII. Meetings

A. Annual Meetings

Business meetings will be held in the Fall and Spring of each yearon dates to be decided by the executive committee. At these meetings the general business of AURCO may be transacted, including the election of officers, as indicated in Article V.

B. Special Meetings

A special meeting of AURCO may be called at the discretion of the executive committee. At such a meeting the only official business to be transacted will be that for which notice has been given.

C. Executive Committee Meetings

The executive committee shall meet at the discretion of the president.

D. Quorum

A quorum at the business meetings or at a specially called business meeting will require at least twelve voting members.

E. Parliamentary Procedure

All business will be conducted decently and in order. Should questions of parliamentary procedure arise; Roberts Rules of Order will be the basis for resolving any questions.

Article VIII. Limitations on Corporate Authority

A. Private Inurement.

No part of the net earnings of the Organization shall inure to any member of the Organization not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the Organization, nor to any other private persons, excepting solely such reasonable compensation that the Organization shall pay for services actually rendered to the Organization, or allowed by the Organization as a reasonable allowance for authorized expenditures incurred on behalf of the Organization;

B. Political Activity and Lobbying.

No substantial part of the activities of the Organization shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the Organization shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office;

C. Non-exempt Activities.

The Organization shall not carry on any activities not permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

D. Loans and Guarantees.

The Organization shall not lend any of its assets to any Officer or Director of this Organization, or guarantee to any person the payment of a loan by an Officer or Director of this Organization.

Article IX. Amending Bylaws

These bylaws may be amended at any regular or special business meeting by an affirmative vote of two thirds of the voting members present, provided that written notice of the amendment has been sent to each member at least 10 days prior to the meeting.

Article X. Dissolution

In the event of the termination of the existence of the Organization for any cause whatsoever, all assets and property over and above whatever may be required by the payment of just debts and obligations shall be vested in another organization organized and operated for a similar qualified exempt purpose under section 501(c)(3) of the Internal Revenue Code, as amended. In the event of the termination of the existence of the Organization for any cause whatsoever, all assets and property over and above whatever may be required by the payment of just debts and obligations shall be vested in another organization organized and operated for a similar qualified exempt purpose under section 501(c)(3) of the Internal Revenue Code, as amended.

Adopted April 21, 2012
Revised April 18, 2015