Proposed changes to the
University of Oregon Bookstore, Inc.
Articles of Incorporation and Bylaws
Following are the proposed amendments to the University of Oregon’s Articles of Incorporation
and Bylaws. Words enclosed in [ ] are as previously written and will be deleted. The proposed
amendments are in italics and will be added.
RESTATED
ARTICLES OF INCORPORATION
UNIVERSITY OF OREGON BOOKSTORE, INC.
ARTICLE 1
The name of this corporation is University of Oregon (Book Store] Bookstore. Inc. Its duration shall
be perpetual.
ARTICLE 11
This corporation is organized and shall be operated exclusively for educational and charitable
purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code Solely in
futherance of such educational purposes the corporation shall maintain and operate a general book
and supply store for the benefit of the students, faculty, [classified staff] classified and management
service personnel of the University of Oregon and particularly to provide the benefits of nonprofit
purchasing and merchandising.
ARTICLE IV
The corporation shall not have or issue shares of stock Every registered student, every faculty
member, every [classified staff] classified and management service member of the University of
Oregon shall be a member of the corporation. Rules and regulations not inconsistent with the
provision of the article may be adopted by the Board of Directors of the corporation with reference to
qualification and termination of membership.
ARTICLE V
As of June 30 of each year, the Board of Directors shall set aside from net operating earnings tqr the
preceeding fiscal year any amount found to constitute surplus working capital. Such surplus shall be
the amount found by the Board to be in excess of amounts reasonably required for operation of the
IBook Store| Btxikstore. for reserves for expansion and debt retirement, and to accomplish the
purposes of the corporation. Such surplus shall, prior to the following November 15, be distributed
to the University of Oregon for its educational purposes or at the discretion of the Board, to an
independent affiliated organization exempt from federal income tax under the Internal Revenue Code
created and existing to assist the University of Oregon in its educational purposes. The manner and
conditions of payment shall be established by the corporation's Board of Directors.
ARTICLE VIII
(a) The Board of Directors shall consist of eleven (II) members of the corporation as follows:
All candidates shall, at the time they stand for election, be undergraduate students, graduate
students, members of the faculty, or members of the [classified staff] classified or management
service personnel, respectively. Five (5) members shall be undergraduate students: one (I) member
shall be a student-at-large, either graduate or undergraduate: two (2) members shall be graduate
students: |two members shall be from the faculty:| one (!) member shall be from the faculty-at-large,
either in an officer of instruction position or an officer of administration position at the University.
one (I) member must be from an officer of instruction position: and one (I) member shall be from
either the classified or management service personnel.
(b) Except as provided in paragraph (c) below, all members shall be elected to serve a term of two (2)
years, and the membership shall elect one (I) freshman each odd numbered year, two (2)
sophomores each year, one (I) student-at-large (either undergraduate or graduate) each even
numbered year, and one (1) member of the [classified staff] classified or management service
personnel every |other| even year.
(c) Upon the years indicated below. Board members shall be elected for terms as follows:
Freshman: One member each odd year for a two-year term.
Sophomores: Two members each year for two-year terms.
Student-at-large: One member each even year for a two-year term.
Graduate Students: One member each year for a two-year term.
Faculty-at-large: One member each even year for a two-year term.
Faculty: One member with the rank of officer of instruction each odd year for a two-year term.
[Classified Staff.) Classified Or Management Service Personnel: One member each even year for a
two-year term.
ARTICLE IX
These Articles of Incorporation are a restatement of the Articles of Incorporation restated November
28. 1980. and supersede the restateii Articles of Incorporation and the amendment thereto.
As an additional amendment the Articles of Incorporation are restated throughout in sex neutral
language without substantive change.
1983 AMENDED BYLAWS
UNIVERSITY OF OREGON BOOKSTORE, INC.
ARTICLE I - MEMBERS
Section I. Qualifications: The qualifications for membership are prescribed in Article IV of the
Articles of Incorporation. For purpose of the articles and these bylaws a registered student is defined
as a student admitted to and registered at the University of Oregon at the Eugene campus. A faculty
member is defined as an instructor, senior instructor, research assistant, research associate, lecturer,
senior lecturer, assistant professor, associate professor, professor or officer of administration
employed on the Eugene campus. A classified and a management service member is defined as a
person on the Eugene campus holding a full-time University position within the category of classified
service as defined by Oregon Revised Statutes 240.210 or management service as defined by Oregon
Revised Statutes 240.212. as now existing and hereafter amended.
ARTICLES II - MEETING OF MEMBERS
Section 2. Annual Meeting: (An annual meeting shall be held on the third Thursday of April each
year, or on such other date within fifteen (15) days thereafter as the Board of Directors may
designate in the notice of annual meeting] The annual meeting shall be held between the fourth week
of March and the fourth week of April each year on a weekday designated by the Board of Directors
in the notice of the annual meeting. The Board of Directors shall designate the specific date of the
annual meeting no later than the regular board meeting in February. The purpose of the meeting shall
be to receive annual reports of officers of the corporation, make such recommendations or proposals
to the Board of Directors as the members may deem advisable, receive nominations for membership
on the Board of Directors, and to conduct any other business properly to come before an annual
meeting.
Section 4 Notice of Annual Meeting: Notice of the annual meeting, slating the place, day and hour
thereof shall; (1) be published in the Oregon Daily Emerald at least three times, the last publication
to be not more than three (3) days before the meeting; (2) be posted prominently near the entrance at
the principal place of business of the corporation, and (3) (a) be delivered not less than seven (7) or
more than fifty (50) days before the date of the meeting, either personally or by mail, to each
member of the corporaion. notice to be deemed delivered when deposited in the United States mail,
with postage thereon fully prepaid, addressed to the member at the most recent address as it appears
on the records on the University of Oregon or the corporation, or (b) |be inserted, by way of written
or printed notice, in the registration packets of all students enrolling in the University of Oregon for
the school term personally delivered to each student member entitled to vote at the annual meeting
and, with respect to all law students, faculty and classified staff members and any other University of
Oregon students not enrolling by means involving the use of registration packets or registering at
some time other than the quarterly term registration, be mailed by the following procedures
prescribed in subsection (a) of this section 1 by any other method that complies with all legal
requirements for giving notice of the annual meeting of members.
Section 6. Notice of Special Meeting: Written or printed notice stating the place, day . hour and
purpose or purposes of the special meeting shall: (I) be delivered not less than seven (7) or more than
thirty (30) days before the date of the meeting, either personally or by mail, to each member of the
corporation, notice to be deemed delivered when deposited in the United States mail, with postage
thereon fully prepaid, addressed to the member at the most recent address as it appears on the records
of the University of Oregon or of the corporation, or (2) |be inserted, by way of written or printed
notice, in the registration packets of all students enrolling in the University of Oregon in the school
term immediately prior to the date of the special meeting, thereby being personally delivered to each
student member entitled to vote at the special meeting and. with respect to all law students, faculty
members, classified staff and other University of Oregon students not enrolling by means involving
the use of registration packets or at some time other than the quarterly term registration, be mailed by
the following proceedures prescribed in subsection (I) of this section) by any other method that
complies with all legal requirements for giving notice of a special meeting of members.
ARTICLE III - BOARD OF DIRECTORS
1.3 Faculty Member: For the purpose of membership on the Board of Directors, a faculty member
is defined as a full-lime professor, associate professor, assistant professor, or instructor employed as
an officer of instruction or an officer of administration on the Eugene campus.
1.4 (Classified Staff] Classified and Management Service Personnel: A classified and a
management service member is defined as a person on the Eugene campus holding a full-time
University position within the category of classified service as defined by Oregon Revsed Statutes
240.210 or management service as defined by Oregon Revised Statutes 240.212. as now existing and
hereafter amended.
Section 2. Powers and Duties: The Directors shall have the general management and control of the
business and affairs of the corporation and shall exercise all the powers and perform all of the duties
which may be exercised or are required to be performed by the corporation under the articles of
incorporation, the bylaws and the applicable law. The Directors are authorized to request or receive
the assistance of the University of Oregon, its facilities, services, administration staff, (classified
staff] classified or management service personnel, or faculty in any manner the Board deems
necessary to further the purpose of the corporation.
3.3 The Election Committee shall have the discretion to refuse to certify the eligibility of a
candidate, including a write-in candidate who receives the highest number of votes for a position, in
which case the position shall be declared vacant, if the committee finds that the candidate has
|intentionally | violated any of the election rules and regulations adopted by the Board.
Section 4. New Member Installation: Each Director elected or appointed following the annual
meeting shall be installed at |the| a May |regular| meeting |of the Board| designated by the Board for
that purpose. Thereupon, the newly constituted Board shall forthwith |elect the officers, or
temporary officers, of the corporation and) (to) transact other necessary business. If temporary
officers are elected at this time, they may serve until the June regular meeting, when the permanent
officers shall be elected.
Section 9. Officers: The officers of the corporation shall serve as officers of the Board with the
President acting as |Chairman| Chair. The Board shall\may| appoint an assistant Secretary and an
assistant Treasurer, neither of whom need to be a member of the corporation. As assistant officer
shall perform such duties of the officer being assisted as are prescribed by the Board.
Section 10. Vacancies: The Board is authorized to adopt rules and regulations and establish
priK'edures governing vacancies on the Board of Directors which the Board considers most
advantageous for the purpose of obtaining the largest and best informed membership participation.
Vacancies on the Board of Directors by reason of death, resignation, termination of membership, or
any other cause, shall be filled for the unexpired term by the affirmative vote of a majority of the
remaining Directors though less than a quorum of the Board.
(Section II. Compensation: The Directors shall serve without compensation for any services
performed on behalf of the corporation. No Director shall hold any position in the corporation on
regular salary.|
Section II. Compensation: Commencing with the Directors installed in May IV84 each
undergraduate and graduate member of the Board shall recei ve a stipend of ‘20.00 for attendance at
each of the regular meetings of the Board. Except for the stipend staled. Directors shall serve without
compensation for any services performed on behalf of the corporation. No Director shall hold any
position in the corporation on regular salary.
The manager is authorized to employ a Director to work during emergency rush periods and receive
regular employee compensation for such work. The corporation shall reimburse any Director for
expenses properly incurred in the performance of duties as a Director.
As an additional amendment to subsection of Article III have been rearranged to provide a more
logical sequence without substantive change.
ARTICLE IV - OFFICERS
Section 2. Other Officers: The Board shall elect (such other officers as the Board considers) an
assistant Treasurer and assistant Secretary and any other officers the Board deems necessary or
convenient in the conduct of the business of the corporation. The assistant Treasurer and the assistant
Secretary will be selected from the management staff of the Bookstore. The Board may delegate any
of the duties of the Secretary or Treasurer, respectively to these assistants. |The manager of the
corporation may hold the office of a second Vice President if more than one Vice President is
provided for by the Board or by a bylaw|. |The| Any officers chosen under this section need not be
members of the corporation.
Section 3. Election and Term of Office: The officers shall be elected by the Board following the
installation of the newly elected or appointed Board members. The retiring President shall serve as
the |Chairman| Chair of the Board until the c-icction of new officers, or temporary officers in the
event that the retiring Presidnet is no longer a member of the corporation, whereupon the newly
elected officers shall assume the duties of their offices. |The term of each officer shall commence
upon election and end upon election and installation of the successor in office)
ARTICLE VI - EXECUTIVE COMMITTEE
Section 3 Procedure: At the time of the election of the Executive Committee the Board shall
designate a |Chairman| Chair and assistant |Chairman| Chair to preside at meetings of the Executive
Committee. The Board may prescribe rules and procedures for the conduct of the business of the
Executive Committee. Two members of the Executive Committee shall constitute a quorum for the
transaction of business.
As an additional amendment the Bylaws are restated throughout in sex neutral language without
substantive change.
Discussion to take place at the Annual Meeting, April 21, 1983,
3:30 p.m., Room 231 Gilbert Hall, University of Oregon Campus.