This organization shall be named the University of Hawaiʻi Retirees Ohana (UHRO). It was originally named Faculty Retirees Association, University of Hawaiʻi at Mānoa (FRAUHM). FRAUHM may continue to be used for the website and in other areas to indicate that UHRO and FRAUHM are the same entity.

The purposes of this association are (1) to organize and offer social, professional, and intellectual programs and activities of special interest to its members, and (2) to offer support and service to the University of Hawaiʻi wherever possible.

Section 1. Membership:
All retired members of the faculty and staff of the University of Hawaiʻi system and their spouse or partner are eligible for membership. Any member of the community who supports the purpose of the organization is also eligible.

Section 2. Dues:
All members shall pay annual dues in the amount as approved by the membership at its annual meeting.

Section 1. Personnel:
The officers of the Association shall be a president, a vice-president, a secretary, and a treasurer.

Section 2. Term of Office:
The officers shall be elected for a term of one year.

Section 3. Duties of Officers:

1. President: The president shall be the executive officer for the Association and shall have general supervision over its business affairs. The President shall see to the proper observance and enforcement of all by-laws, rules and regulations of the Association and any actions or orders of the Board of Directors.
2. Vice-President: The Vice-President, in the absence of the President, shall assume the duties of the President.
3. Secretary: The secretary shall keep the minutes of the general membership meetings and the meetings of the Board of Directors. The Secretary shall be responsible for giving notice of general membership meetings and Board meetings, and shall attend to all correspondence for the Association.
4. Treasurer: The Treasurer shall be the custodian of the funds of the Association, shall collect all dues and make payments in accordance with the budget. The Treasurer shall keep full and accurate accounts and shall submit a written report covering the fiscal year.

Section 1. Personnel:
The Board of Directors shall consist of the four elected officers, and up to five elected members-at-large. All vacancies on the Board shall be filled by appointment by the President, with the approval of the Board.

Section 2. Duties of the Board:
The Board of Directors shall have general charge, direction and control of the affairs and funds of the Association. They shall function as a committee of the whole and be responsible for, but not limited to the following — organizing programs both intellectual and social, obtaining guest speakers, providing for meeting locations and room setup, meeting the financial responsibilities of the organization, appointing ad hoc committees as deemed necessary, recruiting officers, and recruiting new members.

Section 3. Meetings:
The Board of Directors shall hold no fewer than four business meetings during the year. The meetings shall be held at the pleasure of the President or as requested by two Directors. Reasonable notice of all meetings shall be given by the Secretary. Both Membership Meetings and Board Meetings may be conducted via Zoom or other equivalent platforms.

Section 4. Quorum:
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business and the concurring vote of most of the members present shall be sufficient to validate any action of the Board.

Section 5. Interpretation of By-Laws:
The decision of the Board of Directors shall govern all questions of construction and interpretation of these by-laws subject to the action of most of the members present at any general membership meeting.

There may be other committees deemed necessary by the Board.

Section 1. Annual Meeting:
The Annual Meeting shall be held in May at such time as the President shall determine. At this meeting, the yearly reports on the activities of the Association for the previous year shall be presented, elections for officers and members-at-large shall be held, and any other business may be transacted.

Section 2. Meetings:
General membership meetings shall be held at the discretion of the Board of Directors. Members shall be notified of each meeting at least one week prior to each meeting.

Section 3. Quorum:
A quorum shall consist of 10 members.

Section 4. Voting:
A majority vote of the members present at a general membership meeting shall decide all questions, except as follows:

1. A plurality vote shall determine the winners of elections where there are more candidates for the offices to be filled than necessary.
2. A two-thirds (2/3) vote of the members present shall be required to amend these by-laws (See Article IX).

Section 5. Rules of Procedures:
Robert’s Rules of Orders, most recent edition shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws.

The fiscal year shall be from July 1 to June 30.

These by-laws may be amended or added to by a two-thirds (2/3) vote of the members present at any general membership meeting called for the purpose, provided that notice of the meeting and the proposed changes be made available for the membership to study at least two weeks in advance of the meeting.