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CONSTITUTION AND BYLAWS OF THE AURARIA FACULTY/STAFF CLUB

[Revised January 1, 2001]

Article I - NAME

The name of this organization shall be Auraria Faculty/Staff Club.

Article II - PURPOSE

The purpose of this club shall be to operate a facility that:

(1) provides the opportunity for closer association and for greater cooperation among faculty and staff of the Auraria Campus,

(2) serves food and drink, and

(3) provides other services or sponsors other activities as deemed appropriate by the Board of Directors

Article III - MEMBERSHIP

Section 1. Membership.

The membership of the Club shall consist of any full-time members of the faculty, administration or staff, active or retired, of the
Auraria Higher Education Center, Community College of Denver, Metropolitan State College of Denver, or the University of Colorado at
Denver, and any other members that the Board deems appropriate. Part-time faculty or staff may be associate members at 50% of
current dues.

Section 2. Honorary and Special Memberships.

Honorary and special memberships may be granted upon such terms and conditions as the Board of Directors deems prudent. The
surviving spouse or domestic partner of a Club member who has died is always given a special membership for life at no charge.
Also, a Lifetime Membership ($1000), and a Seven-Year Membership ($700) are available to members in good standing.

Section 3. Membership for Spouses or Domestic Partners.

A. Eligibility & Fees.

To be eligible for a "spouse membership" the individual must be the domestic partner or wife or husband of a "regular" or "emeritus
member" of the Auraria Faculty/Staff Club, and not be employed in any capacity on the Auraria Campus. There is no additional charge
for this type of membership.

B. Privileges and Restrictions.

Privileges include a special membership card, use of the Club for food and beverage service without spouse or domestic partner
present, ability to host guests at the Club, and inclusion at all Club social functions. Spouse or domestic partner memberships have no
voting privileges, and may not hold elective office or committee chairmanships. Also, spouse or domestic partner members may not
sponsor special events during or after Club hours.

Section 4. Auraria Family Memberships.

A. Eligibility & Fees.

To be eligible for an "Auraria family membership" both the individuals must be employed on the Auraria Campus and each must be
eligible for "regular membership." The regular yearly membership dues are required of the primary family member, and an additional
50% dues are required for the secondary member. The regular initiation fee is required of the primary member. There is no initiation fee
for the secondary member. There is a limit of two persons to a family membership. Members who are in good standing who wish to
convert to an "Auraria family membership" will not be charged an additional initiation fee.

B. Privileges & Restrictions.

Auraria Family members receive regular membership cards, may use the Club for food and beverage services without primary
members present, may host guests, have voting privileges, may hold committee chairmanships, and have the right to sponsor special
events at the Club during and after Club hours. Dues must be paid in one payment (cash or check) in September 1 of each year, or
paid via payroll deduction. Auraria Family memberships receive one copy of the Club newsletter and other Club mailings.

Section 5. Associate Membership.

A. Eligibility & Fees.

Contract employees employed 3/4 time or less, or working shifts which will not allow them to make use of the Club on a regular basis,
may become "associate" members. This status includes faculty and administrators on less than 3/4 time contracts, but does not include
those on transitional retirement. Also included are staff employees on part-time status (less than 3/4 time contracts) not on transitional
retirement status. Associate Membership dues are 1/2 of that of regular member dues.

B. Privileges & Restrictions.

Associate members do not have voting privileges, partners are not eligible for membership, and this category is not eligible for a
"family" membership. To take advantage of the family membership one member of the family must be a regular member. Associate
members may not hold elective office or a committee chairmanship.

Article IV - BOARD OF DIRECTORS

Section 1. Powers.

The Board of Directors shall have general charge of the affairs and property of the Club, and general supervision and control of its
facilities and activities. It shall have the power to set dues, rent space, borrow money, sign contracts, and buy property. It shall
prescribe rules and regulations, control the use of the Club property and premises, and shall administer and enforce the constitution
and bylaws.

Section 2. Membership.

From each of the institutions: the Auraria Higher Education Center (AHEC), Community College of Denver (CCD), Metropolitan State
College of Denver (MSCD), and the University of Colorado at Denver (UCD), there shall be one Board member at-large plus one Board
number for each twenty-five (25) Club members employed by each institution. The number of Board members from each institution
shall be determined by dividing the number of members from the institution by twenty-five (25) with all fractions being rounded to the
next higher whole number. Minimum representation shall be one board member from each institution. Additional Board members shall be
appointed by the Board President from emeritus members up to one per 25 members.

Section 3. Term of Office.

Board members shall be elected for a three-year term, with approximately one third of the members elected each year.

Section 4. Board Elections.

Annually in October the Membership Committee Chair shall inform the Board of the number of members each constituent institution has.
The Board President will then inform all members of the number of openings on the Board and the institutions from which the persons
filling the positions must be. At the same time the Board President will solicit nominations. A member must have five nominations in
order to be placed on the ballot. The Board shall conduct the election. Members from all institutions will be allowed to nominate and vote
on all candidates. The person(s) from an institution receiving the most votes will serve on the Board of Directors. No Board member
will be asked to resign because an institution has more Board members than allotted. The election for Board members will take place in
November each year. Newly elected Board members will take office January 1. The Emeritus Members’ Board Member(s) will be
appointed by the Club president as is deemed appropriate.

Section 5. Replacement of Board Members.

Upon an affirmative vote of the Board, the President of the Board may ask selected Board members to conduct an election to replace a
member of the Board who has resigned or retired, or has had excessive absences, if more months remain in the unexplored term. If
four or fewer months remain in the term, the Board President may designate a replacement subject to ratification by a majority of the
Board.

Section 6. Quorum

A quorum of the Board of Directors shall be those present at an officially called meeting.

Article V. - OFFICERS

Section 1. Board of Directors Officers.

The board of Directors shall elect from its membership the officers of the Auraria Faculty/Staff Club. Officers shall serve for a period
of one year. In the event a Club officer cannot fulfill the duties of the office, or is no longer a member of the Club in good standing, the
Club President will ask one of the members of the board to fill the vacant office until the next Board election.

Section 2. Positions.

Board officers shall consist of (a) a President, (b) a 1st Vice President and newsletter editor (c) a 2nd Vice President and Membership
Committee Chair, (d) a Recording Secretary, (e) a House Committee Chair, (f) a Treasurer, (g) a Social Committee Chair, (h) an Emeritus
Membership Chair, and additional positions as deemed necessary by the Board President. The officers of the Board of Directors will be
elected from its membership at the first Board meeting in January, and will take office immediately upon election. These officers shall
chair any committees, standing or ah hoc, that have been established to carry out duties related to the charge of their office.

Section 3. Duties.

(a) President.

The president shall preside at all meetings of the Club, the Board, and the Executive Committee. The president shall be responsible for
the general activity of the Club and supervision of all assigned and delegated duties. The president shall call special meetings of the
Board or of the Club membership when such meetings are deemed necessary. The president shall appoint, subject to confirmation by
the Board of Directors, all standing and special committees. The President shall be an ex-officio member of all committees and
perform all other duties pertaining to the office.

(b) First Vice-President and Newsletter Editor.

The First Vice-President shall preside at meetings in the absence of the president, act for the president in case of absence or
disability, and perform other duties requested by the president. In addition, the First Vice President shall be the Club

Newsletter Editor.

The Newsletter Editor shall publish a newsletter each month, with the exception of the summer semester which will have only one
newsletter, providing information concerning actions taken by the Board of Directors, events held by the Club, information concerning
the membership, and other information deemed appropriate by the Board of Directors and/or the President. Each current and emeritus
member of the Club will receive the newsletter. If two emeritus members live at the same address one newsletter will be sent. An
accurate mailing list shall be kept by the Newsletter Editor and provided to members of the Board of Directors as requested.

(c) Second Vice-President.

The second vice-president shall serve as chairperson of the Membership Committee, perform the duties associated with that chair as
well as other duties requested by the president.

(d) Recording Secretary.

The secretary shall record, and distribute to the Board members, the minutes of all regular and special meetings and perform other
duties requested by the president.

(e) House and Rules Committee Chair.

The House and Rules Committee Chair shall oversee the activities of the food service and menu selection, recommend the purchase of
needed equipment, and communicate with the Club caterer. In addition, the House Committee Chair will supervise the Club Coordinator
and any other personnel involved with the food service, and other duties as requested by the Club President.

(f) Treasurer and Finance Committee Chair.

The Treasurer shall maintain a financial record for the Club, approve expenditures at the direction of the Board of Directors, and
present a financial report at regular meetings of the Board of Directors. The Treasurer shall, under the direction of the President, attend
to business and financial operations of the Club, serve as the ad hoc chair of the Finance Committee, and perform other duties
requested by the president. The Treasurer shall inform the Secretary, President, and the Newsletter Editor of the names of all
members. At the close of the fiscal year December 31th), the Treasurer shall submit a financial report to the Board of' Directors for
inclusion in the minutes of the Club. There will be an audit of the finances of the Club by an independent party as deemed necessary
by the Board.

(g) Social Committee Chair.

The Social Committee Chair shall organize and plan all events held in the Club which have been approved by the Board. In addition, the
Social Committee Chair shall oversee the decoration of the Club for holiday seasons and special events, and carry out other activities
and duties as requested by the Club President.

(h) Emeritus Membership Chair.

The Emeritus Membership Chair shall represent the emeritus members of the Club on the Board of Directors, determine which Club
members may be emeritus members with the help of the Board of Directors, and maintain a current list of all emeritus members. The
Emeritus Membership Chair may also be asked to serve on committees and carry out other duties as required by the President.

Article VI - EXECUTIVE COMMITTEE

Section 1. Duties

There shall be an Executive Committee to meet the routine and emergency demands of the Club with such powers as the Board of
Directors may delegate.

Section 2. Composition

The Executive Committee shall be composed of members of the Board including the President, the 1st. Vice President, the Treasurer,
and any board member who may be needed based on the duties of that office. There is no minimum number of board members
necessary to make up the Executive Committee.

Article VII - COMMITTEES

Section 1. Standing Committees

The standing committees shall be the Membership, Finance, House & Rules, Emeritus, and Social Committees. Chairs of the standing
committees are elected by the Board. Members shall be appointed by the chairs and approved by the Board.

Section 2. Special Committees

Special committees, as deemed necessary by the Board of Directors, shall be appointed by the President and approved by the Board.

Section 3. Composition of Committees

Both standing committees and special committees must be selected from current Club members, emeritus Club members, and Board
members.

Article VIII - DUTIES OF STANDING COMMITTEES

Section 1. The Membership Committee.

The Membership Committee shall devise ways to encourage new memberships, retain existing members, and make recommendations
as to honorary and special membership to the Board of Directors.

Section 2. The Ad Hoc Finance Committee.

A Finance Committee shall be selected on an ad hoc basis when deemed necessary by the Board of Directors, or at the request of the
Treasurer to help with various tasks.

It may collect and disburse funds and advise the Board of Directors on the allocation of funds. The Ad Hoc Finance Committee may
authorize unbudgeted with the approval of the Board of Directors. The committee shall be chaired by the Treasurer of the Auraria
Faculty Club Board.

Section 3. The House and Rules Committee.

The House and Rules Committee, with the approval of the Board, shall prepare rules for the operation and scheduling of the Club’s
physical facilities and supervise the use and maintenance thereof. This committee shall approve the price of services and meals.

Section 4. The Social Committee.

The Social Committee shall organize all activities of the Club. It is responsible for all holiday decorations and decorations for special
occasions.

Section 5. Emeritus Membership Committee.

The Emeritus Membership Committee determines which Club members may have emeritus status, and promotes involvement of
emeritus members.

Section 6. Ad Hoc Committees.

Ad Hoc committees, e.g. House, Membership, Social, etc., may be activated as necessary by the Board President, other Board officers
with the consent of the Board. The chair of each committee shall be the member of the Board as designated and described in Article V,
Section 4. If an Ad Hoc committee is recommended that does not fall under the general duties of one of the Board members, the
President will appoint the chair from one of the current Board members.

Article IX - MEETINGS

A meeting of the Club membership shall be held to discuss issues which can not be resolved by the Board as deemed necessary by
written request by 10 or more members, or by the Board of Directors.

Article X - AMENDMENTS

This Constitution and Bylaws may be amended at a special meeting by a two-thirds majority of votes cast by the members present. Or
by mailing a copy of proposed changes to each member with an attached ballot which is to be returned to the Board of Directors for
action. To change the Constitution and Bylaws through a mailed ballot it is necessary to have a two-thirds majority of ballots returned.
Notice of any proposed amendment must be submitted in writing to the Board of Directors at least two months prior to said meeting or
vote. Club members must be notified one month prior to the meeting, or be allowed one month to return ballots calling for a change in
the Constitution and Bylaws.