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
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. 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.
