January 2008 Board Notes

A summary of the January 12, 2008 University of Hawaii Professional Assembly Board of Director's meeting.

PROPOSED ARTICLES OF INCORPORATION & BY-LAWS

Following the Board of Directors review and discussion of the proposed Articles of Incorporation and By-Laws of UHPA with Attorney Jeffrey Piper of Schlack Ito Lockwood Piper & Elkin, Directors considered the following resolution from the Executive Committee.  Pursuant to the current Constitution and By-Laws, “the text of the proposed amendments will be printed in an official UHPA publication and sent to all members at least sixty (60) days prior to its consideration.”  UHPA members will be asked to approve these changes at the April Annual Membership meeting, which is scheduled for Friday, April 11, 2008.  The current Constitution states that, “The proposed amendment(s) will be submitted to a secret ballot vote of all the active membership, and will be ratified by a two-thirds (2/3) majority of the ballots cast.  Unless otherwise provided, all amendments shall take effect at the beginning of the fiscal year following their adoption.”

RESOLUTIONS OF THE BOARD OF DIRECTORS OF

THE UNIVERSITY OF HAWAII PROFESSIONAL ASSEMBLY

 
Re:  Amended and Restated Articles of Incorporation

and Amended and Restated Bylaws; Repeal of Constitution

 
Approved January 12, 2008

          WHEREAS, this Board of Directors of the University of Hawaii Professional Assembly (“UHPA”) has reviewed the Amended and Restated Articles of Incorporation (“Amended Articles”) and Amended and Restated Bylaws (“Amended Bylaws”) of UHPA as presented to this meeting and attached as Annexes 1 and 2 respectively, and wishes to approve the same and submit them to the members of UHPA for their approval and the repeal of the Constitution of UHPA;

           WHEREAS, this Board of Directors wishes to recommend the approval of the proposed Amended Articles and Amended Bylaws and directs the same be submitted to the membership for approval at the 2008 Annual Meeting of the members to be held April 11, 2008 along with the proposal to concurrently repeal the Constitution of UHPA, with such action to be taken at such meeting after the announcement of the election of new directors;

           WHEREAS, to facilitate the approval of the Amended Articles and Amended Bylaws and concurrent repeal of the Constitution by the members of UHPA, the Board hereby approves the submittal to the membership of the Resolutions of Members in substantially the form attached hereto as Annex 3, which among other things, provide that the new director position contemplated by the Amended Bylaws, to be filled by Active Members at Kapi`olani Community College, will be filled by a special election of such members as soon as practicable; and

           WHEREAS, the Board of Directors wishes to direct management to provide notice to the members of these proposals and seek their approval of the same as required by the Constitution and Bylaws of UHPA and Hawaii law and take any and all other actions necessary and appropriate, including the solicitation of specific proxies or written ballots, as the case may be, in favor of the proposals;

            NOW, THEREFORE, BE IT RESOLVED:

          1.         The Amended and Restated Articles of Incorporation attached as Annex 1, and the Amended and Restated Bylaws attached as Annex 2, are each hereby approved as the Articles of Incorporation and Bylaws of UHPA, subject to the approval of the same by the members and the concurrent repeal of the Constitution of UHPA by the members.

          2.         This Board of Directors hereby recommends to the membership the approval of the proposed Amended Articles and Amended Bylaws attached hereto as Annexes 1 and 2 respectively, and related repeal of the Constitution and hereby directs such approval be sought at the 2008 Annual Meeting of the Members to be held April 11, 2008 or any adjournment thereof.

          3.         To facilitate the approval of the Amended Articles and Amended Bylaws and concurrent repeal of the Constitution of UHPA, the Resolutions of Members in substantially the form attached hereto as Annex 3, are hereby approved, with such further changes as of the officers of UHPA may deem necessary and appropriate, and the same shall be submitted to the members for their approval at the 2008 Annual Meeting of the Members to be held April 11, 2008 or any adjournment thereof.

          4.         The Board of Directors hereby directs the Executive Director and other officers of UHPA to (i) provide notice of the proposals contained herein to the members and seek their approval of the same in such manner as may be as required by the Constitution and Bylaws of UHPA and Hawaii law, and in that regard, hereby authorize said individuals on behalf of UHPA to solicit specific proxies or written ballots, as the case may be, in favor of the proposals, and (ii) take any and all other actions necessary and appropriate in furtherance of these resolutions.

Directors also adopted the following resolution on January 12, 2008 that would be presented to the membership at the Annual Membership meeting in April 2008.

RESOLUTIONS OF THE MEMBERS OF

UNIVERSITY OF HAWAII PROFESSIONAL ASSEMBLY

 
Re:  Amended and Restated Articles of Incorporation

and Amended and Restated Bylaws

 
For Approval on April 11, 2008

           WHEREAS, the Board of Directors of the University of Hawaii Professional Assembly (“UHPA”) has approved the adoption of Amended and Restated Articles of Incorporation (“Amended Articles”) and Amended and Restated Bylaws (“Amended Bylaws”) of UHPA as presented to this meeting and attached as Annexes 1 and 2 respectively and has recommended to the members the approval of the Amended Articles and Amended Bylaws and the repeal of the Constitution of UHPA by the members of UHPA;

           WHEREAS, the members wish to adopt the Amended Articles and Amended Bylaws attached hereto as Annexes 1 and 2 respectively as the Articles of Incorporation and Bylaws of the UHPA and concurrently repeal the Constitution of UHPA, each effective immediately; and

            WHEREAS, the members also wish to clarify that the adoption of the Amended Articles and Amended Bylaws will not affect the rights of Active Members of those constituency groups described in the current Bylaws and Constitution to remove any directors, or fill any vacancies created thereby elected prior to the adoption of the Amended Bylaws; and

           WHEREAS, the Amended Bylaws contemplate an additional director to be elected by the Active Members of Kapi`olani Community College and seated in the class described as “Year A” as described in Section 3.2b of the Amended Bylaws and the members desire such position be filled prior to the 2009 Annual Membership Meeting by a special election of the Active Members of Kapi`olani Community College to be held as soon as practicable;

            NOW, THEREFORE, BE IT RESOLVED:

          1.         The Amended and Restated Articles of Incorporation attached as Annex 1 are hereby adopted and approved as the Articles of Incorporation of UHPA effective immediately, and the proper officers of UHPA are hereby authorized and directed to file any and all necessary documents to effectuate the same with the State of Hawai`i Department of Commerce and Consumer Affairs.

             2.         The Amended and Restated Bylaws attached as Annex 2 and presented to the meeting are hereby adopted as the Bylaws of UHPA effective immediately.

              3.         The Constitution of UHPA is hereby repealed.

             4.         Notwithstanding the effectiveness of the Amended Bylaws and the repeal of the Constitution of UHPA, any director elected prior to the adoption of the Amended Bylaws may only be removed, or his/her vacancy created thereby filled, by the Active Members of the particular constituency who elected such director under the prior Bylaws and Constitution.

           5.         The Board and officers of UHPA are hereby authorized and directed to conduct, as soon as practicable, an election of the Active Members of Kapi`olani Community College to fill the director vacancy created by the adoption of the Amended Bylaws for the director to be seated in the class described as “Year A” in Section 3.2b of the Amended Bylaws as soon as possible, pursuant to the nominations and mail elections procedures contained in the Amended Bylaws.  The director so elected will serve as if they were elected at the 2009 Annual Membership Meeting and will be seated as a “Year A” director and serve until the 2012 Annual Meeting or until his/her successor is elected; provided further, for purposes of application of the limitations on term of office in the Amended Bylaws, such term shall be considered a single three-year term.

             6.         The adoption of the Amended Articles and Amended Bylaws will not affect the incumbency of any director or officer of UHPA, and any and all service of such individuals shall be considered in application of the limitations on term of office contained in the Amended Bylaws.

             7.         The Directors and Officers of UHPA are each authorized and directed to take any and all further action necessary and appropriate in furtherance of these resolutions.

Attorney Piper will be the luncheon speaker at the Faculty Forum scheduled for February 9 at the Dole Cannery Ballrooms.  A summary, prepared by Mr. Piper, of the proposed changes will be distributed to the Faculty Representatives and the membership-at-large.  Faculty Representatives will have an opportunity at that time to raise any questions or concerns.

NEA HIGHER EDUCATION DIRECTOR’S REPORT

NEA Director Sally Pestana reported that the Senate has passed the Higher Education Amendments of 2007 (S. 1642) to reauthorize the Higher Education Act.  While there are several very positive provisions, the NEA is opposed to the inclusion in the Senate bill of the so called "academic bill of rights” (ABOR).  ABOR promoted by now political conservative David Horowitz seeks to direct faculty speech in the classroom by requiring a “balanced political view.”  Led by a group called the Students for Academic Freedom, the amendments would be to counter the “left leaning” tendencies of public higher education faculty members.

The House Education Committee has also approved a reauthorization bill. The College Opportunity and Affordability Act (H.R. 4137) includes numerous positive provisions, including those that would help ensure equal college opportunities and fair learning environments for students with disabilities, expand college access for low-income and minority students, streamline the federal student financial aid application, and provide supports to help students transition seamlessly from community colleges to four-year programs. The Committee resoundingly defeated the NEA-opposed amendment that sought to add to the bill the ABOR.  The full House will likely take up the bill early next year, with a goal of passage of a reauthorization package before March 31, 2008.

The entire NEA Board of Directors lobbied against ABOR on Capitol Hill in early December. 

PRESIDENT’S REPORT

The President’s Report gave an update on UHPA’s membership, support staff duties, the Hawaii State AFL-CIO meeting as well as the following:

• UHPA President Chernisky along with UH-Manoa Directors Ruth Horie, Richard Nettell, Amarjit Singh, Duane Stevens, Jim Tiles, and Ming-Bao Yue and UHPA staff Kris Hanselman and Rovena Varde attended the UH-Manoa new faculty orientation.  There were about 32 new faculty members.
  
  
• The UH Faculty Senates and UHPA have agreed to look at the agreement between the union and the senates, sometime referred to as the “white paper.”
  
  
• Directors were informed that the UH Strategic Plan needs to be reviewed, especially for possible omissions.  The Strategic Plan can be viewed at http://www.hawaii.edu/ovppp/uhplan/.  The UH budget, that indicates the expenditures for UH campuses, can be viewed at http://www.hawaii.edu/budget/.  Although the salaries of Executive and Managerial employees have been posted on UHPA’s website, it can also be found at http://www.hawaii.edu/offices/eaur/govrel/reports/2008/index.html.  Anyone interested in the Legislative Auditor’s second report, they can view it at http://www.state.hi.us/auditor/SearchReports.html.
  
  
• Faculty interested in financial planning can view the University’s Human Resources site at http://www.pers.hawaii.edu/tda/tda-index.asp and for information regarding TIAA-CREF, they can go to http://www.tiaa-cref.org/.
  
  
•  With regard to the 2010 Constitutional Convention, the Hawaii State AFL-CIO has indicated all unions need to educate their membership on the importance of such a Convention and the need for direct union involvement as elected delegates if a Convention is called.  Information about the ConCon can be viewed at http://www.lwv-hawaii.com/reports.htm#concon.  At this time, the state AFL-CIO has taken no formal position in support or opposition to ballot measures that would call a Constitutional Convention.
  
  
• UHPA will be leading a campaign advocating greater support for public higher education with the leadership of the Legislature and the Governor’s Office.  Conversations with Senator Norman Sakamoto, Chair of the Senate Committee on Education and Military Affairs, have taken place over a proposed special increase in the General Excise Tax to be earmarked for repair and maintenance of UH and DOE facilities.  President Chernisky has asked UHPA Executive Director J. N. Musto to speak with the Governor to see if an executive order creating a 15-member commission to consider what can be done to resolve the many problems facing the UH, including faculty housing, conditions of classrooms and laboratories, and the retention and recruitment of faculty.
  
  
• President Chernisky reported that sometime this spring, the Board of Directors meeting will have a brief business meeting and Directors will spend the remainder of the scheduled meeting informally discussing academic issues, shared governance, and the future of the University of Hawai‘i System.

EXECUTIVE DIRECTOR’S REPORT

• Executive Director Musto reported that a class grievance has been filed on behalf of all academic chairs in the University system for violation of Article XXIII-D.  The Agreement states that the duties of academic chairs would be included in a revised UH system faculty handbook but that has not been done.  Instead, Vice President L. Johnsrud, on behalf of the System Administration, proposed to the Board of Regents a change to BOR Policy 9-1a(3) regarding academic chairs (see http://uhpa.org/web-links/university-of-hawaii/draft-proposal-to-current-duties-of-academic-chairs/).  Executive Director Musto and former UHPA President Mary Tiles along with representatives from the UH-Manoa Faculty Senate and the UH-Manoa Council of Department Chairs testified in opposition to the proposed BOR policy change at the January meeting.  The Board of Regents deferred action on the item until the February meeting.  UHPA will continue to work with faculty members on all campuses in constructing a meaningful description of the duties and expectations of department and division chairs.  Regent Byron Bender, former UHPA President and retired Professor of Linguistics, spoke vigorously on the proposed changes regarding tenure upon initial appointment and the guidelines for academic chairs.
  
  
• Pursuant to action taken by the Board of Directors at their last meeting,  UHPA Executive Director Musto testified against changes to BOR Policy Chapter 9-1, Personnel Status, Subsection b, Faculty Promotion and Tenure, that would authorize the UH President to grant tenure upon initial appointment to faculty members and classified executives who previously held tenure at a comparable institution.  Despite concerns expressed by Regent Lagareta and Regent Bender that executive administrators should not be given job security through the immediate granting of tenure, the Regents voted to approve the proposal.
  
  
• Directors Roy Fujimoto of Windward CC and John Cole of Hawaii CC were given copies of proposed reorganizations to their respective campuses that had not been distributed to the faculty-at-large.  UHPA will formally consult with the UH administration over these proposed changes.
  
  
• Under the new provisions by voters for the selection of Regents, a complete new Board will be appointed on July 1, 2008.  The terms of Regents who should have expired on June 30, 2007 but have been extended are Byron Bender, Michael Dahilig, Marlene Hapai, Kitty Lagareta, and Jane Tatibouet, when the new Regent selection committee was established.  Regent Ramon de la Pena’s term expires June 30, 2008.  Of these Regents, Marlene Hapai and Ramon de la Pena have indicated their desire to be reappointed.
  
  
• Associate Executive Director Kristeen Hanselman explained to Directors the need to have personal email and home addresses of our membership, especially as we prepare for negotiating the next faculty contract.  UHPA must be able to convey vital information to our members, including subjects that may be political in nature.  The use of the “hawaii.edu” email should only be used for University (work)-related matters, which would include inquiries concerning the contract and other aspects of employment.  Individuals and/or organizations using the university email system for personal, political, or other communication are in violation of the Ethics Law and can be fined.  Therefore, in order to effectively communicate with our membership, a Membership Communications Project will begin to obtain the home addresses and email unrelated to the UH from faculty.  Under separate cover, UHPA members will be informed about the project, how to submit the information, changing UH email to personal or obtaining an uhpa.org email, etc.  For additional information, contact Associate Executive Director Hanselman at kris@uhpa.org.
  
  

Directors expressed their support of the project, submitting their home and email addresses.  Faculty Representatives will be informed about the project when they meet on February 9.

TREASURER’S REPORT

Treasurer Ming-Bao Yue reported on the third month of the UHPA fiscal year.  Directors were informed that the transfer of funds within the budget category they had approved last month will be reflected in the December statement.  Directors passed a motion to receive the Treasurer’s report and to refer it to the Finance Committee.

EXECUTIVE COMMITTEE

1.  Hawaii Republican Party’s Lincoln Day Dinner & Silent Auction

Directors were informed that the Executive Committee approved the purchase of a Plumeria ($1,200) table for the Hawaii Republican Party’s Lincoln Day Dinner and Silent Auction that is scheduled for Wednesday, February 13, 2008, at the Hilton Hawaiian Village Hotel, Coral Ballroom.  Payment will be made from the Political Action Fund.

2.  EBallot Pilot Project

It was reported earlier that UHPA had received a $10,000 grant from the National Education Association to be used for a pilot program to conduct elections electronically.  UHPA’s web consultant, Peter Kay, researched the various programs that would best facilitate our needs and is recommending Votenet Solutions, Inc.  Directors were informed that the Executive Committee has approved the eBallot License and Service Agreement with Votenet Solutions, Inc. that would allow UHPA to conduct unlimited elections for a year at $3,495.  Since funding will come from the NEA grant, Directors were not required to approve the cost.

Chair Adrienne Valdez reported that the Nominations and Elections Committee has met with Peter Kay regarding the project.  There have been a few trial runs of pseudo-elections with small groups to ensure that this works well.  It was suggested that UHPA conduct its own trial Primary Election.

3.  Akala Building

Directors passed a motion to confirm the Executive Committee’s recommendation to approve the projected building permit fee of $6,398 for the construction of the Akala building renovations.  Directors were informed that this permit covers the maximum work being proposed; however, it does not mean that UHPA needs to do all that is being proposed in the expanded or future work by AES Design Group, Inc.  Executive Director Musto will check on the timeframe for the building permit and whether the work has to be done within that period.

4.  Hawaii Blues Festival

Chair Josh Cooper of the Ad Hoc Committee on Special Projects had contacted the Executive Committee last month regarding co-sponsorship of having Fernando Jones, an educator and entertainer, and My Band from Chicago who would be performing in Hawaii.  Since more information was required, action was deferred.  The Executive Committee informed Directors that $2,000 has been approved to provide airfare from Chicago to Hawaii ($1,800), local airfare ($100), and a banner ($100) for Fernando Jones and band members Chip Ratliff and Roy Boyd.  United Nations Association-USA Hawaii, Amnesty International Manoa Student Chapter and the Kamalii Elementary School PTSA are just some of the community organizations and student clubs co-sponsoring the concerts in Hawaii.  The Hawaii Blues Festival is scheduled for January 17 to 26.  More information about the scheduled performances can be viewed at http://uhpa.org/newsitems/hawaii-blues-festival/.  Daytime campus performances are free to UHPA members, and evening concerts at clubs are free to UHPA members, who will need to show their union member card.

COLLECTIVE BARGAINING COMMITTEE

Chair Karla Hayashi reported that the Collective Bargaining Committee meets on Saturday, January 19.  Committee members were asked to submit suggested language for various issues in the contract.

LEGISLATIVE/POLITICAL ACTION COMMITTEE

Legislative/Political Action Committee Chair Richard Nettell reported that 80% of the UHPA membership responded to the recommended early political endorsements.  Directors were informed that Senate Majority Leader, Gary Hooser, will be at UH-Manoa Campus Center 310 from 2:00-3:00 p.m. on Tuesday, January 15.  He will give a 20-minute presentation entitled, "Public Efficacy 101," which will be followed by an open discussion.

AD HOC COMMITTEE ON SPECIAL PROJECTS

Chair Josh Cooper reported that the Fernando Jones and My Band will not only be performing concerts, but they have agreed to perform at the Band Stand at Kapiolani Park following the Martin Luther King, Jr. Day Parade.  The first 15 members who check in (look for UHPA banner) to march with UHPA in the parade will receive either hats or tee shirts.  UHPA will be marching with the Hawaii AFL-CIO members.  According to AFL-CIO President Randy Perreira, folks can park at Kapiolani Park and take their bus shuttle to Ala Moana Park at Magic Island.  Organizations will form at 7:30 a.m.  The parade will go through Waikiki and end at Kapiolani Park where a Unity Celebration will be held with food and community booths.

The Special Projects Committee is still researching sustainable items such as water bottles, umbrellas, etc.  Chair Cooper also reported that Representative Lyla Berg will again spearhead the Human Rights Day on March 14.  The theme this year is “Human Rights: Quality of Life.”  Organizations will have their displays on the third floor of the State Capitol.  UHPA has been recognized in her newsletter.

ANNOUNCEMENTS

• Directors were reminded that the National Education Association (NEA) Higher Education Conference will be held at the Hilton Washington in Washington, DC from March 28-30, 2008.  UHPA Vice President Adrienne Valdez informed Directors that if they are planning to go now is the time to register online and early registration provides a lower fee.  It will be a joint conference with the American Federation of Teachers (AFT).  Additional information and online registration may be found at http://www2.nea.org/he/conf.html.
  
  
• The NEA Representative Assembly will also be held at the Washington Convention Center in Washington, DC from July 1-6, 2008.  In order to have a vote, a person needs to be a delegate.  If anyone is interested in attending, they should nominate themselves as a delegate and can change their minds if they choose not to go later.  Once nominations are closed, a person cannot be a delegate.  Information about the NEA RA can be viewed at http://www.nea.org/annualmeeting/index.html.
  
  
• Director Ruth Horie informed Directors that although the Hawaii Teamsters are no longer picketing in front of Times Supermarkets, the Hawaii Teamsters Union has called for a public boycott of all Times Supermarkets.  The mainland employer is planning to hire back only 20% of the employees.  Times used to be locally owned by the Teruya family, who founded Times in 1949 and after 53 years, sold the business to a California company in 2002.  It seems as though the pattern of treatment is similar to the Pacific Beach Hotel workers.  UHPA members are being asked to show their support for the Hawaii Teamster members.