Article 1: Conduct of Meetings
Meetings of the Council shall be conducted in accordance with Robert's Rules of Order, except insofar as the bylaws make express provision to the contrary.

Article 2: Meeting Dates, Times and Quorums
Meeting dates and times shall be set by the members of the Council and shall not exceed two hours duration unless a later adjournment is agreed to unanimously. The presence of a simple majority of the members shall constitute a quorum.

Article 3: Elections
An election of Council members shall be held each year in April. Elections to the Council shall be conducted on a constituency basis. Even numbered district representatives shall be elected in even numbered years and odd numbered district representatives shall be elected in odd numbered years.

• 3.1 The constituency of each district shall be monitored and maintained by Human Resources.
  

• 3.2 Each electoral district shall be entitled to at least one Council representative. Districts shall elect a representative for a two-year term every other year, as determined by the Election Committee.
  
  
• 3.3 Election Committee
  
  
  • 3.3.1 The Election Committee shall consist of the standing Steering Committee members of which three (3) members shall constitute a quorum.
    
    
  • 3.3.2 The duties of the committee shall be to supervise the election procedure, to declare nominees on the basis of the nominating procedure, and to declare elected representatives on the basis of the election procedure.
    
    
• 3.4 Nominating Candidates
  
  
  • 3.4.1 The following procedures shall be followed in nominating candidates for election to the Council:
    
    
  • 3.4.2 Eligible candidates for purposes of this bylaw shall be all employees coded as professionals in the University of Delaware budget, except for Vice Presidents, Chairs, Deans and defined senior professionals.
    
    
  • 3.4.3 Nominees must have been appointed as a professional staff member for one (1) year or more immediately prior to the date designated as the opening date for nominations.
    
    
  • 3.4.4 On a March date designated as the opening date for nomination of candidates, all professional staff members shall be able to nominate eligible candidates.
    
    
  • 3.4.5 An eligible professional staff member may nominate as many persons from his/her respective district as there are regular terms expiring in that district. Professionals nominating individuals should contact those individuals for their agreement to be a candidate prior to submitting their names in writing. Self-nomination is encouraged.
    
    
  • 3.4.6 The Steering Committee shall serve as a nominating committee for a district when there are no nominees, or an insufficient number of nominees, for that particular district.
    
    
• 3.5 Electing Representatives
  
  
  • 3.5.1 Initially the Council shall consist of up to eighteen (18) elected members.
    
    
  • 3.5.2 Election ballots shall be prepared by the Office of Human Resources for each of the districts, and shall be distributed in April, with a ballot being provided for each professional staff member who is eligible to vote. Ballots shall contain nominees names, listed in alphabetical order, with accompanying biographical information for each one.
    
    
  • 3.5.3 All professional staff personnel are eligible to vote.
    
    
  • 3.5.4 In April, each professional employee shall be sent a ballot on which to vote for the candidates nominated from the employee's district.
    
    
  • 3.5.5 Representatives of each district shall be declared elected on the basis of the highest number of votes and the newly elected representatives shall be notified, through the Office of Human Resources, that they have been elected.
    
    
  • 3.5.6 The Secretary of the Council shall provide a record of the votes cast in each election, and the ballots and records shall then be stored in the Office of Human Resources for a period of one year, at which time they shall be destroyed.
    
    
  • 3.5.7 In all elections of officers, committees, and Council members, ties will be decided by lot.
    
    
• 3.6 Term of Membership
  
  
  • 3.6.1 Members of the Council shall be elected for two year terms and shall be ineligible to serve more than two consecutive elected terms unless no other nominees are available. The term of office for representatives on the Council shall begin with the first regular Council meeting in July.
    
    
  • 3.6.2 In the event of a vacancy in the elected membership of the Council resulting in an un-expired term of less than one year, the nominee in that district who was next in the number of votes in the last election shall be certified by the Office of Human Resources to fill the unexpired term. If the nominee in that district is no longer available to serve, the Council shall appoint a representative from that district to fill the unexpired term.

Article 4: Officers

• 4.1 The President, Vice President, Secretary and at-large members of the Steering Committee shall be elected at meeting a of the Council in July from among the regular members of the Council.
  
  
• 4.2 Election of the officers shall be by secret ballot for a term of office of one year commencing in July. Officers may not be re-elected to the same office for more than two (2) consecutive years unless no other candidates are available.
  
  
• 4.3 Vacancies in offices shall be filled by an election at the next meeting using secret ballots.

Article 5: Conduct of Meetings

• 5.1 A simple majority of the total membership of the Council shall constitute a quorum and a majority vote of members present shall be required to pass a motion.
  
  
• 5.2 Voting on all matters other than election of officers or the amendment of the Constitution or bylaws shall be done by raising of hands. A secret ballot may be requested by at least two (2) members. In either event a numerical tally will be recorded for the minutes.
  
  
• 5.3 Any professional staff member may attend the meetings of the Council; however, such persons attending Council meetings may not speak unless they have been recognized by the President.
  
  
• 5.4 The Council, by a two-thirds vote of the members present, may be allowed to enter Executive Session, during which time only regular members may be in attendance.
  
  
• 5.5 Council members unable to attend a meeting may designate another professional employee as their voting proxy.

Article 6: Duties and Responsibilities

• 6.1 Elected Council representatives shall be allowed adequate time to attend a scheduled Council and subcommittee meetings and to perform the duties of their duly elected Council office. However, they shall be expected to fulfill the responsibilities of their University position.
  
  
• 6.2 President
  
  
  • 6.2.1 Co-chairs with the Vice President for Finance & Administration or a representative all regularly scheduled Council and steering committee meetings.
    
    
  • 6.2.2 Refers all matters submitted for the Council's attention to the appropriate committee(s) or person(s).
    
    
  • 6.2.3 Prepares a written annual report of the past year's activities and makes it available to all Council members prior to the August meeting, at which meeting the report will be discussed and voted on for approval. This report will include a summary of committee reports.
    
    
  • 6.2.4 Represents the Council by appointment (or designates a representative to represent the Council) on University committees.
    
    
• 6.3 Vice President
  
  
  • 6.3.1Represents the Council in the absence of the president.
    
    
• 6.4 Secretary
  
  
  • 6.4.1 Collects and forwards meeting agenda to the Office of Human Resources for distribution.
    
    
  • 6.4.2 Reviews the minutes of each Council meeting and of any special meetings.
    
    
  • 6.4.3 Monitors in conjunction with the Office of Human Resources, the writing and distribution of Council minutes.
    
    
  • 6.4.4 Collects and maintains the minutes of Council meetings and annual reports and insures that copies are posted on the University webpage for permanent retention.
    
    
  
  
  Article 7: Standing Committees
  
  
  
  • 7.1 There shall be a Steering Committee consisting of the officers of the Council plus three (3) additional at-large Council members, all of whom shall be elected at the first meeting of the Council in July. The Steering Committee shall act as Nominating Committee for Steering Committee members.
    
  • 7.2 Additional standing committees shall be established as needed by the Council, e.g. Grievance Procedure Advisory Board.
  Article 8: Special Meetings
  
  • 8.1 The University President, the Executive Vice President, or the Vice President for Finance & Administration may request the Council call a special meeting of the professional staff. Special meetings may also be called by a two thirds vote of the Council. Professional staff members shall be notified at least one week in advance of the date of a special meeting.
    
    
  • 8.2 The secretary of the Council shall insure that minutes of the proceedings and the actions of all special meetings are properly recorded and posted on the University webpage.
    

  
  Article 9: Amendments
  These bylaws may be amended by a majority vote of the Council members. Proposed amendments to the Bylaws must be presented one meeting prior to voting on the amendments.