BYLAWS OF THE FACULTY ASSEMBLY OF THE UNIVERSITY OF NORTH CAROLINA

I. Definition of Charter

The articles under which the Faculty Assembly came into existence are the Charter of the Faculty Assembly. Bylaws enacted by the Assembly are for the purpose of giving effect to the purpose and functions described in the Charter.

II. Members of the Assembly

1. The Assembly shall be composed of elected representatives from each institution according to the provisions of Sec. II, Par. 1 of the Charter. The number of full-time faculty and professional staff members at each institution shall be calculated as the number of budgeted teaching positions (FTE) at the institution. Using this number as of the second regular meeting of the Assembly, the Chair shall notify the Assembly during the second regular meeting of the number of delegates to which each institution is entitled during the next academic year.
2. The Assembly shall make no determination of the method of election, those matters being specifically reserved to the faculties of the several institutions.
3. The terms of delegates to the Assembly shall range from one (1) to three (3) years as established by each institution, and each institution shall assure continuity of delegation membership by a system of rotated terms. To be eligible as a delegate, a faculty member may not have served as a delegate to the Assembly for more than six (6) of the preceding nine (9) years, nor be selected to a term that would result in a violation of this limitation. However, a delegate shall be exempt from the above limitation while serving as chair or president of a faculty senate or council or as president of the campus faculty. Time spent while serving as an alternate is not counted in the above limitation. The Assembly Chair shall notify each delegation of any ineligible members.
4. Each institutional faculty shall select such alternate delegates as it deems necessary.
5. All regular terms of service shall begin and end on July 1 of each year. The delegate list and authorized alternates for the coming academic year shall be in the hands of the Assembly Chair by May 1.

III. Officers

1. The officers of the Assembly shall be a Chair, a Vice-Chair, and a Secretary.
2. Officers shall serve for terms of one year but may be re-elected to two additional succeeding terms in that office, after which they shall be ineligible for re-election to the same office, for a period of one year.

IV. Agenda Committee

1. An Agenda Committee consisting of the three (3) elected officers, Chair, Vice-Chair and Secretary, shall be established.
2. The Agenda Committee shall be responsible for inviting agenda items and preparing the agenda for meetings. All matters presented to the Agenda Committee by any Assembly delegate, Assembly officers, or the President of The University of North Carolina shall be placed on the agenda not later than the time of the second regular meeting of the Faculty Assembly after receipt of such a recommendation.

V. Meetings

1. Unless otherwise ordered by the Agenda Committee, there shall be at least four stated meetings of the Assembly during the academic year at dates and places to be established no later than the last regular meeting of the preceding Academic Year. All Assembly members shall be informed of these dates by that time. The regular fall meeting shall not be scheduled for a date prior to September 1.
2. Special meetings shall be called:
   1. By the President of The University of North Carolina.
   2. By the Agenda Committee on its initiative.
   3. By the Chair when a request is made by any institutional delegation.
3. The site of the regular meetings of the Assembly shall be determined by majority vote of members present, subject to A above. Special meetings may be held at whatever location seems most advisable to the Chair.
4. A majority of the Assembly members shall constitute a quorum.
5. Advance notice of all meetings shall be circulated by print or electronic means to members so as to be received at least two weeks prior to the meeting. For special meetings in emergency situations, this provision may be waived by action of the Executive Committee.
6. The agenda for each meeting must be circulated by print or electronic means so as to be received at least ten days in advance of the meeting (except in case of emergency as referred to in Section V, E). If an agenda item requires action by the Faculty Assembly, the recommendation shall be submitted to the Secretary by any Assembly member, and the Secretary shall be responsible for distribution of the recommendation with the agenda, or as soon thereafter as possible. The above shall not preclude any Assembly member from performing this distribution without use of the Secretary. No item of business may be acted upon by the Assembly unless the recommendation has been distributed to the Assembly 24 hours before action is to be taken. Except that the 24-hour rule may be waived by EITHER (1) a 2/3 vote of the members present at the meeting during which action is to be taken, OR (2) by virtue of the fact that the item of business requiring Assembly action received a majority vote of a quorum of a Standing or Ad Hoc Assembly Committee. The agenda shall be open to all items submitted in time to meet the requirements of this Article.

VI. Voting

1. There shall be no voting by proxy. Only delegates or their authorized alternates present at the meeting may vote.
2. When voting, and upon the request of any voting member of the Assembly, and with the approval of one-fifth of the voting members present, a roll call vote shall be held.

VII. Elections

1. It shall be incumbent upon each institution to designate and certify its Assembly members and alternates for the coming academic year on or before May 1.
2. Election of the officers for the following year shall take place at the first spring meeting of the Assembly. They shall be elected by secret ballot in the following manner:
   1. The order of election of officers shall be Chair, Vice-Chair,and Secretary.
   2. Each candidate shall be asked to rise to be identified. Each candidate shall have the option to speak for not more than one minute prior to the balloting.
   3. Election shall be by a majority vote of those members present and voting.
   4. If an additional ballot is required, the number of votes cast for each candidate shall be announced prior to succeeding ballots.
3. Election of committee chairs shall take place at the committee meeting of the first spring meeting of the Assembly. Committee chairs shall be elected by secret ballot of the committee members.
   1. Committee chair candidates shall declare by self-nomination.
   2. If there are no nominees for chair of a committee, that vacancy shall be announced to the Assembly, and a general election shall be conducted at the second spring meeting using the procedures outline in Article VII, B of the Bylaws.
4. The term of office shall coincide with that specified in II, E for members of the Assembly.
5. An election to fill a vacancy in any office or on the Executive Committee can take place at any regular or special meeting of the Assembly.

VIII. Executive Committee

1. There shall be an Executive Committee consisting of the three officers of the Assembly, any officers-elect who are not currently members of the Executive Committee, one officer from the staff of the University (who shall be appointed by the President of the University and who shall be a non-voting member of the Committee), and the chairs and chairs-elect of standing committees.
2. The Chair of the Faculty Assembly shall be Chair of the Executive Committee.
3. The Executive Committee shall review periodically the structure and functions of the standing committees and make recommendations to the Assembly for appropriate changes.
4. The Executive Committee shall assume only such prerogatives and powers as shall be delegated to it by a majority vote of the Faculty Assembly.

IX. Duties of Officers

1. The Chair shall perform the duties usually associated with this office including, but not limited to, presiding at meetings of the Assembly, generally supervising the activities of the Assembly, appointing members of special committees and, with the guidance of the Executive Committee, appointing members, but not chairs, of standing committees, and serving as chief liaison officer between the Assembly and the President of the University, the Board of Governors, and other appropriate agencies. The Chair shall communicate the proceedings of each meeting of the Assembly to the President.
2. The Vice-Chair shall perform the duties of the Chair in the event of the Chair's absence or disability. In the event that the office of Chair falls vacant, the Vice-Chair shall assume that office, and a new Vice-Chair shall be elected at the next regular meeting.
3. The Secretary shall be responsible for the preparation of the minutes of all meetings, for custody of the records of the Assembly, for giving notice of the meetings of the Executive Committee and the Assembly, for circulating the agenda, and for distributing copies of the minutes of the Faculty Assembly and Executive Committee meetings in a timely fashion prior to the next meeting to all delegates and other designated individuals.

X. Committees (other than Agenda and Executive Committee)

1. Nominations Committee. At its second regular meeting of the year, the Faculty Assembly shall elect a nominations committee, which shall be composed of five members nominated and elected by the full membership of the Assembly. The Chair of the nominations committee will be elected by the committee. At least ten days prior to the meeting at which an election is to be held, this committee shall circulate, by written or electronic means, a slate of at least two nominees. All nominees must have agreed to their nomination prior to election by the Assembly. The committee shall solicit from each nominee a statement of qualifications, not to exceed 300 words, and shall circulate these to the delegates, by written or electronic means, at least ten days prior to the election. The nominees will be presented to the full membership of the Assembly at the meeting specified for their election, at which time additional nominations may be made from the floor.
2. A Governance Committee, whose responsibility shall be to review and make recommendations on matters relating to the Charter and Bylaws of the Assembly, and to review and make recommendations on matters of university governance, including but not limited to North Carolina Law, The Code of The University of North Carolina, the policies of the Board of Governors and of the General Administration of The University of North Carolina. The parliamentarian of the Faculty Assembly will be an ex-officio member of the committee. A parliamentarian who is not a member of the Faculty Assembly shall not have voting rights in the committee.
3. A Committee on Faculty Development, whose responsibility shall be to review and make recommendations on matters relating to enhanced professional effectiveness of faculty members throughout the faculty members’ careers. Leaves for professional development, teaching and research assignments, and adequate support for continuing professional growth are relevant concerns.
4. A Committee on Faculty Benefits and Welfare, whose responsibility shall be to review and make recommendations on those factors which contribute to the professional satisfaction of the faculty. Included among these factors are salaries, benefits, reward systems, retirement programs, insurance programs and working conditions.
5. A Committee on Academic Freedom and Tenure, whose responsibility shall be to review and make recommendations on matters related to academic freedom and tenure, including but not limited to faculty role in personnel decisions, and the preservation of academic freedom and tenure.
6. A Committee on Budget, whose responsibility shall be to review and make recommendations on matters relating to higher education budgets for the State as well as for The University of North Carolina. Responsibilities shall include assuring a faculty role in the preparation of the proposed budget, comment on proposed budgets and criteria that lead to allocations to the constituent institutions.
7. A Committee on Planning and Programs, whose responsibility shall be to review and make recommendations on matters relating to educational planning for the State as well as for The University of North Carolina, including the review and evaluation of programs and the criteria for the initiation or termination of educational programs. The committee shall inform the Assembly of the progress and nature of the five year programs as developed by the General Administration and the Board of Governors.
8. A Committee on Technology, whose responsibility shall be to ensure a faculty role on decision-making affecting technologies relating to teaching, learning, and professional development. The Committee shall monitor technology implementation to ensure that adequate equipment, software and staff support are available to faculty. The Committee shall work with the Office of the President staff and the Professional Development Committee to create opportunities to assist faculty in incorporating this technology.
9. The chair and members of each standing committee shall be members of the Assembly.
10. Chairs of standing committees shall prepare the agenda and preside at meetings of the committee, make committee reports to the Assembly, provide to the Secretary of the Assembly an annual report of the committee prior to June 1, and maintain the records of the committee for transmittal to their successors.
11. Ad hoc committees may be appointed by the Chair of the Assembly as appropriate. The chair of each ad hoc committee shall be a member of the Assembly and shall be appointed by the Chair of the Assembly. Non-assembly members may be appointed. The majority of the membership of any ad hoc committee must be members of the Assembly.

XI. Operations

1. Each Chair of the Assembly shall, within a month of assuming office, consult with the President of The University of North Carolina concerning budgetary support for the Assembly, including the office space, secretarial assistance, supplies and travel required for the business of the Assembly and its members.
2. The rules contained in the latest revision of Robert's Rules of Order shall govern the Assembly in all cases to which they are applicable when they are not inconsistent with Bylaws or special rules of the Assembly. The Chair shall appoint a parliamentarian, not necessarily a member of the Assembly, for all meetings.

XII. Reports

1. The basic record of the actions and deliberations of the Assembly shall be the minutes of meetings kept by, or under the supervision of, the Secretary of the Assembly. Copies of the minutes shall be circulated to all members of the Assembly, the Chancellors of the various institutions, the President of the University, the Chair and the Vice Chair of the Board of Governors, and such other individuals as the Assembly, President, or Chair may designate.
2. The delegation from each institution shall submit to its faculty an annual report of the work of the Assembly.
   1. This report shall be prepared in time for submission to the faculty concerned at its first regular fall meeting.
   2. The form of the report as well as the production of it shall be the sole responsibility of the Assembly members from that institution.
3. Special reports may be prepared from time to time by the Assembly and given such distribution as seems appropriate.

XIII. Attendance

1. Faculty members from the participating campuses are eligible to attend sessions of the Assembly as observers. Faculty or student members of special committees may, as a matter of course, be eligible to attend and participate in those portions of meetings of the Assembly at which matters pertaining to those committees are discussed.
2. Alternate members of the Assembly, unless standing in for a voting member, may participate in discussions of the Assembly only when given privileges of the floor by the Chair.
3. The President of the University and the President's designated representatives shall have a standing invitation to attend and participate in the discussions at all meetings.

XIV. Amendments

1. The Bylaws may be amended by the vote of two-thirds of those voting members present at any meeting of the Assembly, provided the substance of the proposed amendment has been circulated in print or by electronic means in time to be received by all members at least one month prior to the meeting at which action is proposed.
2. No amendment to the Bylaws may have the effect of amending, modifying, or altering the Charter. It shall be the duty of the Executive Committee to insure that such will not be the result.