Revised Bylaws

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The
name of the
organization shall be Osher Lifelong Learning Institute
at George Mason University, hereinafter referred to as the Institute.
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1.
Mission

The
mission of the
Institute is to offer to its members learning
opportunities in a stimulating environment in which adults can share
their talents, experiences and skills; explore new interests; discover
and develop latent abilities; engage in intellectual and cultural
pursuits; and socialize with others of similar interests.
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2.
Guiding Principles

To
accomplish its
mission, the Institute is guided by the following
principles. The Institute provides noncredit, non-degree-granting
programs, as well as special, cultural and social events; is governed
by its members through an elected Board of Directors (hereinafter
referred to as either the Board of Directors or the Board) and
functions as an intellectual cooperative in which members volunteer as
planners, instructors, organizational officers and committee members;
serves as an important resource and forum for the discussion of current
issues and concerns of its members and the community; and is an
affirmative action, equal opportunity, nonprofit institution. [Back to Contents]

 

1.
Members

The
Board of Directors
shall determine the qualifications, dues, terms,
and other conditions of membership. There shall be only one class of
members: voting members.
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2.
Voting Rights

Members
in good
standing shall have the right to vote at general
membership meetings on the following matters:  election of the
Board of Directors, approval of any amendments to the bylaws that may
be proposed by the Board, and such other issues as the Board may choose
to bring before the members. Voting on all other matters is expressly
reserved for the Board of Directors. [Back to Contents]

 

1. Composition

a.
The Board of Directors shall consist of 15 members of the Institute, one-third of whom shall be elected each year to serve three-year terms.

b. The Board may appoint ex officio members to the Board
for a term to be specified by the Board. Such persons may introduce resolutions but shall not make motions, second motions, or vote. [Back to Contents]

2. Nomination
of Directors

a.
A nominating
committee shall be formed each year for the purpose of
recommending candidates for election to the Board of Directors and for
identifying directors willing to serve as officers.

b. The president shall recommend a Nominating Committee chairperson, and the Board at its January meeting shall vote on the approval of the recommendation.The chairperson [of the Nominating Committee] shall, with the approval of the Board, appoint two directors and sufficient members from the general membership to constitute a majority serving on the committee.

c. The committee shall announce its composition to the membership and
invite suggestions from the membership for director nominees as soon as
possible after the committee is formed, utilizing appropriate
publications of the Institute for this purpose.

d. Members of the committee shall not be eligible to be candidates for
director during the upcoming year.

e. The Board shall develop and publish procedures and guidelines for
the selection, nomination, and election of directors and officers.

f. The Nominating Committee shall be responsible for conducting the
election and for tallying and certifying the votes for directors in
accordance with such detailed procedures as the Board may adopt. In addition to those candidates recommended by the nominating committee, any members not disqualified under Articlel IV (4)b shall be nominated and added to the ballot by presenting petitions to the nominating committee. Such petitions shall contain valid signatures and verifiable identifications of at least five percent of the members of the Institute. Procedures for submitting and processing such petitions shall be approved by the Board.

g. As early as practical but within 14 days following the election of
the Board of Directors, the Nominating Committee shall submit to the
Board the names of potential officers, selected from continuing and
newly elected directors, it believes are willing to serve as officers.
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3. Election of
Directors

The
directors shall be
elected by the general membership from among the
candidates recommended by the Nominating Committee, and any petition candidates. Voting shall take
place by secret ballot during the month of May. The secretary shall
notify the general membership of the closing date of the elections at
least 25 days in advance and electronic and paper ballots shall be made available to members at least 14 days prior to the closing date of the elections. When the
votes have been tallied and certified by the Nominating Committee, the
nominees shall be notified of the successful candidates, after which
the results shall be announced to the membership by appropriate means
as soon as possible.
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4. Term of
Office

a.
The term of office
for directors shall commence with a meeting of the Board which shall be held within six weeks after the closing date of the election.

b. No one individual shall serve more than two consecutive terms as a
director; if such a person has immediately prior thereto served a term
of one year or less as a substitute director appointed pursuant to
Article IV(7) following below, such a term shall not be counted toward
the limitation of two consecutive terms. Individuals may serve again as
a director after a two-year absence from the Board.

c. Any director may resign at any time by notifying the secretary in
writing.  Such resignation shall take effect at the time
therein
specified.

d. Officers and appointed directors may be removed from their positions
for cause by a two-thirds majority of the Board.
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5. Compensation

Directors
and officers
shall serve without compensation except for
reasonable expenses as established by the Board.
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6. General
Powers

a.
The Board of
Directors shall propose changes in the bylaws;
establish the policies of the Institute; determine its mission,
purposes and programs; ensure adequate resources and approve budgets;
develop a vision for its future and provide strategic direction.

b. The Board may develop a job description and seek the services of an
executive director to manage the day-to-day operation of the Institute,
including the employment of appropriate staff on its behalf. The
president shall provide direction to the executive director in
conformity with the approved job description. The executive
director shall be an ex officio member of the Board of Directors, the
Executive Committee, and all other standing and ad hoc committees
except the Nominating Committee.

c. In the absence of an executive director, the Board shall have the
authority to employ appropriate staff on behalf of the Institute.
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7. Vacancies

Any
non-officer vacancy
on the Board of Directors shall be filled by a
member appointed by the president and approved by the Board of
Directors to fill the unexpired term. [Back to Contents]

1. Board of
Directors

a.
The Board of
Directors shall meet as often as required to administer
the affairs of the Institute. The secretary shall notify the directors
of the time and place of Board meetings as soon as practical. Board
meetings shall be open to the membership, with the exception of
executive sessions and retreats. Meetings of the Board may be called by
the president, the Executive Committee, or at least one-third of the
directors.

b. A majority of the directors then in office and eligible to vote
shall constitute a quorum for the transaction of business at any
meeting of the Board.

c. One or more directors may participate in a meeting of the Board by
means of a conference telephone or similar telecommunications device,
which allows all persons participating in the meeting to hear each
other.  Participation by telephone shall be equivalent to
presence
in person at the meeting for purposes of determining if a quorum is
present.
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2. Membership
Meetings

a.
The secretary shall
notify the general membership of the date, time,
place and agenda for the annual membership meeting, which shall be held
during the spring. Such notice shall be given no less than 25 nor more
than 60 days before the date of the meeting. If the agenda includes a
proposed amendment to the articles of incorporation, changes to the
bylaws, a plan of merger, a proposed sale of all assets, or the
dissolution of the Institute, the Board shall include the text of and
reasons for such actions in the notice.

b. The Board of Directors may call other membership meetings when
necessary to consider matters that should come before the membership,
including proposed amendments to these Bylaws. Such meetings shall be
subject to the notice, quorum and voting requirements of the annual
membership meeting.

c. Ten percent of the membership at any properly announced meeting
shall constitute a quorum. Absentee ballots shall be accepted as proxies solely for quorum purposes.

d. Voting of members by absentee ballot is authorized with
respect to agenda voting items included in the meeting notice. Only
absentee ballots received by the Institute at least 24 hours prior to
such a meeting shall be counted and included in the quorum.
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3. Voting

Unless
otherwise
provided in these bylaws or by statute, all decisions
of the Board of Directors and of the membership at membership meetings
shall be by the majority of those voting. The Board of Directors may
authorize voting by absentee ballot, including votes cast by electronic communication, but voting by proxy shall not be
permitted. Absentee votes shall be valid only for the original
resolution or ballot. [Back to Contents]

1. General

The
officers of the
Institute shall consist of a president, a vice
president, a treasurer and a secretary, who shall be directors.
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2. Election and
Term of Office

a.
The election of
officers shall take place at the
first meeting of the Board of Directors following the annual election
and shall be by a majority vote of the directors voting. Absentee ballots are
authorized for election of officers only for the first round of voting.

b. The term of office of officers shall be one year. Officers shall not
serve more than two consecutive one-year terms in the same office. If
the Nominating Committee, however, is unable to find a candidate to run
for the office of vice president, secretary, or treasurer, the
president may, with the approval of the Board, appoint the incumbent to
remain in that position for an additional year.
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3. Duties

The
duties of the
officers are specified below and shall include such
other duties applicable to the office as prescribed by the Board.

a. President: The president shall be responsible for the governance of
the Institute in accordance with the bylaws. The president shall
preside over all official business meetings of the Institute, shall
supervise the executive director, shall serve as chairperson of the
Board of Directors, and may appoint a parliamentarian. The president shall serve as the principal
spokesperson for the Institute, but may delegate that responsibility.

b. Vice President: The president and the vice president shall determine
between them the assignment of duties. The vice president shall fulfill
the duties of the president if the president is unable to do so.

c. Treasurer: The treasurer shall be responsible for overseeing the
development of the Institute’s annual operating budget,
reviewing the
organization's accounting procedures and controls at least annually to
provide reasonable assurance that accounting and bookkeeping
transactions are properly recorded, overseeing the executive director's preparation of written financial
reports to the Board periodically and a financial statement at annual
membership meetings, and overseeing an annual independent audit.

d. Secretary: The secretary shall be responsible for assuring that
accurate records are prepared and maintained of meetings of the Board
of Directors, Executive Committee and the general membership, including
policy and administrative decisions made by these bodies; and shall
function as the archivist and authenticate records of the Institute.
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4. Vacancies

Should
a vacancy occur
in any officer position, the Board shall elect a
new officer to complete the unexpired term. [Back to Contents]

 

1. Executive
Committee

The
officers of the
Institute shall constitute the Executive Committee
and shall exercise the authority of the Board of Directors between
meetings of the Board in instances necessitating timely Board
decisions. The secretary shall promptly notify the Board of Directors
of all actions taken by the Executive Committee.
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2. Other
Committees

Standing
and Special
(ad hoc) committees shall be established by the
Board of Directors; Chairpersons of such committees shall be named by
the president; and members of such committees shall be named by their
chairpersons. Chairpersons of standing committees shall continue in
their positions until replaced by the president or until the
chairperson resigns. Ad hoc committees shall be organized to accomplish
a specific task and given a time limit.
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3. General

The
officers of the
Institute shall be ex officio members of all
committees with the exception of the Nominating Committee. All
committees shall welcome the attendance of any person from the general
membership at their meetings unless the meeting is held in executive
session.
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1. Definitions

a.
Notice: Whenever
under the provisions of these bylaws notice is
required to be given to a director, officer, committee member, or the
general membership, such notice shall be given in writing by first
class mail or overnight delivery service with postage prepaid to such
person at his or her address as it appears on the records of the
Institute. Such notice shall be deemed to have been given when
deposited in the mail or the delivery service. Notice may also be given
by facsimile, electronic mail, or hand delivery, and shall be deemed
given when received.

b. Ex officio: Ex-officio is defined as non-voting membership on the
Board or a committee as a result of the position held within the
Institute.
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2. Amendments
to the Bylaws

Proposed
amendments to
the Bylaws must be approved in their entirety by
a two-thirds vote of directors then in office before submission to the general
membership. An affirmative vote by a majority of the members submitting
absentee ballots and those present at any general membership meeting
called pursuant to Article V(2) is required to ratify the amendment.
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3. Hold Harmless

Directors,
officers,
and employees of the Institute, when acting on
behalf of the Institute, are indemnified and held harmless for their
actions to the full extent allowed by law.
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4. Fiscal Year

The
fiscal year of the
Institute shall be established by the Board of
Directors.
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5. Dissolution

In
the event the
Institute is dissolved or ceases to exist for the
purposes for which it was established, all records, materials, and
remaining assets shall be distributed to the George Mason University
Foundation or any charitable organizations recognized by the US
Internal Revenue Service and selected by the Board of Directors. Should
the Institute dissolve without a Board selection, the Fairfax County
Circuit Court shall designate the recipient of Institute assets.
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6. Statutory
Office and Agent

The
Institute shall
have and continuously maintain a statutory office
and agent. The statutory office and agent shall be designated by the
Board and may be changed by the Board.
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7. Rules of
Order

The
rules contained in
the current edition of Robert’s
Rules of Order Newly Revised
shall govern in all cases when not inconsistent with the bylaws or any
special rules that the Board of Directors may adopt. [Back to Contents]
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