Bylaws of University Information Policy Officers, Inc.

Article I. Name, Offices, and Purpose

Section 1. Name. The name of the corporation shall be University Information Policy Officers, Inc. hereinafter referred to as “UIPO.”

Section 2. Offices. This corporation shall have and maintain at all times within the State of Delaware a registered office at such place as may be specified in the Certificate of Incorporation or subsequently designated by the Board. Notwithstanding the foregoing, this corporation’s principal place of business may be different from its registered office, and may be located from time to time at any place as may be designated by the Board of Directors of this corporation, including a place outside of the State of Delaware.

Section 3. Purpose. 

3.1 General Purpose. UIPO is a nonprofit organization organized under Title 8 of the Delaware Code, to operate for any purposes permitted by Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue laws.

3.2 Specific Purpose. The specific purpose of UIPO is to provide professional enrichment to UIPO members and other copyright and information policy professionals, in service to the broader educational community.

Article II. Members

Section 1. Qualification and Number.  The Members of UIPO shall consist of such individuals as may from time to time join. The process and eligibility for membership shall be decided by the Board of Directors, with input from the Membership. The number of members shall be unlimited. Membership shall not be assignable or transferable.

Section 2. Non-liability. The members shall not be liable for the debts, liabilities, or obligations of this corporation.

Section 3. Resignation. A Member may resign from membership in the corporation at any time by giving notice of the resignation in writing addressed to the Board of Directors. A resignation is effective when it is communicated unless it specifies in writing a later effective date.

Section 4. Removal. Members may be removed from membership for failure to meet requirements of membership, including failure to follow the code of conduct of the corporation, through a process determined by the Board of Directors with input from the Membership. 

Section 5. Corporate Records. Every member shall have the right to examine this corporation’s list of members and its other books and records for a purpose reasonably related to the purposes of the corporation. A minimum of two weeks’ notice will be required for any inspection of records by a member.

Article III. Board of Directors

Section 1. General Powers and Responsibilities. The affairs of the corporation shall be managed by the Board of Directors in accordance with the provisions of applicable law, the Articles of Incorporation and these bylaws. Members of the Board of Directors shall be accountable to the membership, including bringing issues raised by Members to the attention of the Board.

Section 2. Qualification, Number, and Term. The number of Directors of the corporation shall be not less than six (6), nor more than fifteen (15), with the exact authorized number of directors to be fixed from time to time by the Board of Directors. The Officers of the corporation shall be members of the Board of Directors. Directors who are not also Officers are Directors at Large. Of the Directors at Large, one-third are elected each year. Directors at Large serve three-year terms. Members will vote for Directors at Large annually as specified in Section 3. Directors must be members of UIPO. 

Section 3. Election of Directors at Large. Directors at Large shall be elected annually by vote of the membership, which may take place either in person or via secure online balloting. 

In September of each year the Secretary will announce the election date, with four weeks’ notice, and call for nominations for Directors at Large. Any member of UIPO can nominate any member of UIPO. Self-nominations are permitted. The call for nominations will be open for at least two weeks. 

The Secretary will confirm each nominee’s willingness to stand for election and request from each nominee a brief description of their interest in serving UIPO, to be provided to the full membership. The election will be open for at least one week. The election will be held no less than four weeks after the Secretary’s announcement of the election. 

Successful candidates for Director at Large begin new three-year terms on November 1 of that year.

Section 4. Resignation. A Director at Large may resign from office at any time by giving notice of the resignation in writing addressed to the Board of Directors. A resignation is effective when it is communicated unless it specifies in writing a later effective date.

Section 5. Removal. Any Director at Large may be removed from the Board whenever in the Board’s judgment the best interests of the corporation will be served. If a Director at Large ceases to be a member of UIPO, they are automatically removed from office.

Section 6. Directors at Large who become Officers. If a Director at Large becomes an Officer, their Director at Large position becomes vacant.

Section 7. Vacancies. If a Director at Large position becomes vacant, it may be filled by a vote of the Board of Directors or, at the discretion of the Board, may be filled by vote of the membership. Anyone chosen to fill a vacancy of a Director at Large shall serve the remainder of the term of the former Director at Large. 

Section 8. Meetings of the Board of Directors. The Board of Directors shall have at least one meeting per year. Meetings can be either in-person or virtual.

Section 9. Manner of Acting. At least 50% of the Board of Directors shall constitute a quorum for decisions of the Board of Directors. A simple majority of votes is necessary for decisions of the Board of Directors.

Section 10. Expenditures and Signature Authority. Expenditures, including reimbursements, must be approved by a decision of the Board. Through a decision of the Board, the Board may authorize an individual to act on behalf of UIPO, including signing legal agreements on behalf of UIPO.

Article IV. Officers

Section 1. Officers. The Officers of the corporation shall be a Chair, a Chair Elect or an Immediate Past Chair, a Secretary, and a Treasurer. The Board of Directors may create additional Officer positions as it shall deem necessary. Except as otherwise provided in these bylaws, the additional Officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same individual, but no Officer may act in more than one capacity where action of two or more Officers is required.

Section 2. Election of Officers. The Officers of the corporation shall be elected by the Membership. Elections for Officers shall take place concurrently with the annual election of Directors at Large. Unless barred by a consecutive term limit, any member of UIPO can nominate any member of UIPO. Self-nominations are permitted. The call for nominations will be open for two weeks. 

The Chair Elect or Immediate Past Chair will confirm each nominee’s willingness to stand for election and request from each nominee a brief description of their interest in serving UIPO, to be provided to the full membership. The election will be open for one week. The election will be held no less than four weeks after the announcement of the election.

The Chair and the Immediate Past Chair are not eligible to run for election as Chair Elect, another Officer position, or Director at Large. This establishes a minimum two-year gap between a person completing a term as Immediate Past Chair and taking office as Chair Elect and a minimum one-year gap before returning to the Board.

Section 3. Chair, Chair Elect, and Immediate Past Chair. The Chair, when present, shall preside at meetings of the Board of Directors and shall have such other authority and perform such other duties as the Board of Directors shall designate. An individual elected as Chair Elect will serve for a total of four years: a one-year term as Chair Elect, a two-year term as Chair, and a one-year term as Immediate Past Chair. During the first year of a person’s term as Chair, they serve alongside the Immediate Past Chair. During the second year, they serve alongside a new Chair Elect. At any given time, there is either an Immediate Past Chair or a Chair Elect, but not both. 

Section 4. Treasurer. The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit, or disburse the same under the direction of the Board of Directors. The Board may, in its discretion, also appoint a custodian or depository for any such funds or securities, and the Board may designate those persons upon whose signature or authority such funds may be disbursed or transferred. The Treasurer shall in general perform the duties incident to the office and such other duties as may be assigned from time to time by the Chair or the Board of Directors. The Treasurer serves for a term of three years.

Section 5. Secretary. The Secretary shall keep accurate records of the acts and proceedings of all meetings of the Board of Directors and shall give all notices required by law and these bylaws. The Secretary shall provide summaries of Board of Directors meetings to UIPO members. The Secretary shall have general charge of the corporate books and records. The Secretary shall sign such instruments as may require the signature of the Secretary and in general shall perform all the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chair or by the Board of Directors. The Secretary serves for a term of three years.

Section 6. Resignation. An Officer may resign at any time by giving notice of the resignation in writing addressed to the Board of Directors. A resignation is effective when it is communicated unless it specifies in writing a later effective date.

Section 7. Removal. Any Officer may be removed from their office by the Board whenever in its judgment the best interests of the corporation will be served. If an Officer ceases to be a member of UIPO, they are automatically removed from office.

Section 8. Vacancies. If the position of Chair becomes vacant during the first year of the Chair's term, the Immediate Past Chair will assume the duties of Chair on an interim basis and a special election will be called. After the special election, the Immediate Past Chair will return to the role of Immediate Past Chair and the person elected will become Chair. If the position of Chair becomes vacant during the second year of the Chair's term, the Chair-Elect will assume the duties of Chair. The most recent Immediate Past Chair will be asked to return to office as Immediate Past Chair. In both of the above cases, the new Chair serves at least a two-year term, and no more than a three-year term, from the time they assume office. 

If the position of Immediate Past Chair becomes vacant, the most recent Immediate Past Chair will be asked to return to office as Immediate Past Chair for the remainder of the Chair’s first year in office.

If the position of Chair Elect becomes vacant, a special election is called. The new Chair Elect serves in that capacity until the end of the Chair’s two-year term, then becomes Chair.

Vacancies to Officer positions other than the Chair, Chair-Elect, and Immediate Past Chair shall be filled by appointment by the Board of Directors.

Article V. Committees

Section 1. Committees. Standing or ad hoc committees having two or more members may be created or dissolved by a resolution adopted by the Board of Directors. 

Standing committees consist of elected members. One Director, selected by the Board of Directors, will also serve on each standing committee. Elected committee members shall each serve 2-year staggered terms. After each election, the standing committee will meet to select a committee chair for the coming year. The Board of Directors can specify term limits for membership in standing committees.

Election of standing committee members will coincide with and follow the rules of election for the Board of Directors. Rules regarding vacancies for the standing committee(s) will follow those adopted for the Board of Directors.

Article VI. Liability and Indemnification

Section 1. Liability of Officers and Directors. All members of the Board of Directors are required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of UIPO. If a member of the Board of Directors acts in good faith and in a manner that is reasonably in line with the best interests of UIPO as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of UIPO.

Members of the Board of Directors who fail to comply with this section of these Bylaws shall be personally liable to UIPO for any improper acts and as otherwise described in these Bylaws.

Section 2. Indemnification. Provided the member of the Board of Directors complies with the standard of care described in Article VI Section 1 of these Bylaws, UIPO shall indemnify any member of the Board of Directors made a party to a proceeding, brought or threatened, as a consequence of the director or officer acting in their official capacity while in office. In the event a member of the Board of Directors is entitled to indemnification by UIPO, such person shall be indemnified or compensated for reasonable expenses incurred as a consequence of being connected to UIPO and serving in good faith on its behalf.

Article VII. Amendments

Section 1. Amendment of these bylaws. These Bylaws may be altered, amended, or repealed through a decision of the Board of Directors, with notice to and comment from members through a process decided by the Board of Directors.