U-M A/AAPI Alumni: Articles & Bylaws - Alumni Association of the University of Michigan

Adopted: 5/12/2021; Last Revised: 10/03/2024

ARTICLE I: NAME & PURPOSE

Section 1: Name

The name of this organization is the University of Michigan Asian, Asian American, and Pacific Islander (A/AAPI) Alumni Club. A/AAPI represents all Alumni of Pan-Asian descent. The name was purposely chosen to represent not only the Asian American and Pacific Islander communities, but also our international students. We welcome all Alumni of Pan-Asian descent who deserve and should be represented through this Club. The Club is a non-profit organization incorporated under the laws (Michigan).

Section 2: Purpose

The UM A/AAPI Club is an affiliate of, and chartered by, the Alumni Association of the University of Michigan, EIN 23-7206591 (hereinafter, “AAUM”), an educational, non-profit membership organization of graduates and friends of the University of Michigan (hereinafter, “UM”). It is expressly recognized that the chartering and continued recognition of this Club by AAUM, and its affiliation with AAUM, shall be in accordance with such rules and regulations as may be promulgated from time to time by AAUM.

The A/AAPI Club and AAUM brings University of Michigan alumni, faculty, students, staff, friends, and allies of all Pan- Asian descent together in support of each other and to promote the objectives of UM through the establishment and maintenance of contact among UM of Ann Arbor, Dearborn, and Flint campuses, its graduates, as well as present and prospective students. Its purposes are:

A. To provide a forum for the exchange of information, ideas, and resources in an effort to improve engagement and service among University of Michigan Pan-Asian alumni, students, faculty, staff, and Associate Members of AAUM.
B. To establish a formal mechanism for extending community and camaraderie among Pan- Asian alumni, students, faculty, staff and allies.
C. To strive and provide ways to engage as many alumni of Pan- Asian descent, their communities and to be allies to other communities in as many possible meaningful ways through the Committees in Exhibit B
D. To keep all alumni of Pan-Asian descent informed of the concerns, needs, goals, interests and progress of the University of Michigan, and AAUM, especially as related to issues around Pan-Asian and Asian American issues.
E. To further the recruitment and retention of alumni not yet AAUM members, students, faculty and staff at the University of Michigan, by ensuring that people of all Pan-Asian descent will be part of a diverse, equitable, and inclusive environment.
F. To provide scholarship support, career development, service opportunities, and programming for current students, future alumni, faculty, staff, and Associate Members of AAUM.

ARTICLE II: MEMBERSHIP

Section 1: Membership Qualifications

All University of Michigan Alumni and current members of AAUM are eligible for membership in UM A/AAPI provided they support the goals and ideals of UM A/AAPI. The Club does not charge membership dues exclusive of AAUM. UM alumni, UM students and their parents, and other supporters of UM who are not AAUM members are welcome and encouraged to participate in most Club activities, though they are not entitled to vote on Club business.

Section 2: Annual Meeting of Members

An annual meeting of the A/AAPI members (the “Annual Meeting”) shall take place in the month of either April, May or June and communicated to all A/AAPI Club members no less than four weeks prior to the specific date, time, and location of which shall be designated by the Club’s board of directors. At the Annual Meeting, the A/AAPI Club’s members shall elect the board of directors and officers who are completing their term of offices, receive reports on the activities of the Club, and determine the direction of the Club for the coming year. All issues to be voted on at the Annual Meeting shall be decided by a simple majority of those members present, with each member present in person entitled to one vote per issue (i.e., the members present at the Annual Meeting shall constitute a quorum). Written notice of the Annual Meeting shall be delivered to members via an email to the A/AAPI Club’s listserv at least four weeks prior to the meeting. This notice should indicate that the election of officers and directors will take place at the meeting and that all members are invited to attend and vote.

Section 3: Special Meetings of Members

Special meetings of the A/AAPI Club’s members may also be called by the Club’s president or a simple majority of the Club’s board of directors.

ARTICLE III: BOARD OF DIRECTORS & OFFICERS

Section 1: Board Role

The Club’s board of directors (the “Board”), which shall be drawn from the membership of the Club, shall manage the affairs of the Club. The Board shall have at least one (1) Associate Director reserved for a recent alumni who has graduated within 5 years of the election period and at least five (5) directors, and may include an Immediate Past President as a director and member of the board for a term not to exceed one year after serving as Club President. The board shall always consist of an odd number of directors with a minimum seven (7) up to a maximum of thirteen (13) board members. All directors are encouraged to be AAUM members for the duration of their term on the Club’s Board. Directors shall not receive compensation for their services other than reasonable expenses incurred in the course of their Board duties. The general responsibilities of directors include (a) serving as liaisons among the Club’s leadership, its membership, and the community at large; (b) representing the diverse interests of the general membership; (c) assisting the Club’s officers in the administration of the Club and in volunteer identification and recruitment; (d) attending a majority of Board meetings in a given year; (e) attending Club events on a regular basis; and (f) contributing to the work of at least one standing or ad hoc committee.

Section 2: Officers

Three of the Club’s directors shall serve as officers of the Board in the following roles: President, Secretary, and Treasurer. The officers’ responsibilities include setting overall strategy for the Club and leading efforts to revise these Bylaws, as needed. General responsibilities for each officer position are set forth in Exhibit A.

Section 3: Terms of Office

Directors are elected for an initial two-year term and may be re-elected for two additional two-year terms for a total of six consecutive years as a director. Officers are elected for an initial two-year term and may be re-elected for one additional two-year term for a total of four consecutive years in a single office. Directors, including officers, shall not serve more than six consecutive years on the Club’s Board. Following six consecutive years of service, a director must take a mandatory sabbatical year off prior to being reelected as a director.

Section 4: Elections

New and current directors (including officers) shall be elected (or re-elected, as the case may be) by a simple majority of A/AAPI Club members present at the Annual Meeting. The A/AAPI Club’s Nominating Committee shall be responsible for nominating a slate of prospective directors and officers representing the A/AAPI Club’s diverse constituency. Any member may also nominate a candidate to the slate of nominees. The slate of nominees shall be presented by ballot distributed to the A/AAPI Club members in attendance at the Annual Meeting. The A/AAPI Club shall notify AAUM of the results of the election of directors and officers within thirty days of such election.

Section 5: Board Meetings & Notice

In addition to the Annual Meeting, the Board shall hold regular meetings at least eight times per fiscal year at a time and place designated by the President. Special meetings of the Board may also be called upon the request of the President or by a simple majority of the Club’s board of directors. Written notice of regular and special Board meetings, including the date, time, and location of the meeting, shall be delivered to each director at least seven days prior to the meeting. Any proposed amendment of these bylaws shall be stated in said notice.

Section 6: Quorum & Voting

A quorum for the Board shall consist of at least 50% of the directors, including at least one officer. Actions by the Board must be made by a majority of the quorum voting in the affirmative. Voting in person, by telephone or via Internet (e.g., email, SMS, video chat) is permitted. Proxy voting is not permitted for deliberative motions and proposals and will only be permitted for written motions and proposals distributed in written form to all voting members two weeks prior to the voting session. The proxy vote will only be accepted in a written communication (email, text etc.) to the Secretary who will make the proxy vote known in real time at the voting session.

Section 7: Removal

Any elected or appointed director (including an officer) may be removed from the Board by a two-thirds majority of the total Board for any reason deemed adequate by the Board, including but not limited to the director’s failure to materially comply with the responsibilities set forth in Article III, Section 1 (and, in the case of an officer, failure to materially comply with the responsibilities set forth in Article III, Section 2 and Exhibit A). Any such removal shall be confirmed in writing to the “removed” member by the President and/or Secretary. In order to initiate the process of removing a director from the Board, one or more other members of the Board must submit a written statement to the President and/or Secretary proposing the removal of such director. Following receipt of the proposal, the President and/or Secretary shall promptly notify both AAUM and the director. Notice to the director shall be in writing (sent via email to the director’s last known email address and indicate the director may either choose to resign from the Board or request a hearing before the Board. If the director does not request a hearing in writing within 30 days of the date the communication is sent, the director will have waived the right to a hearing and the Board will deliberate and decide the director’s fate, e.g. reinstatement, temporary suspension or removal at its next board meeting. If the director timely requests a hearing, the hearing shall take place at an upcoming board meeting and notice of that meeting shall explicitly state that a hearing will be held on a proposal to remove such director. At that meeting, prior to any vote on removal, the person(s) who submitted the proposal may present the reasons why removal is being proposed, and the director shall have a reasonable opportunity to explain why he or she should not be removed. The Board shall thereafter have an opportunity to discuss openly the reasons for and against the removal and a vote shall be held by secret ballot moderated by an AAUM staff member, preferably the Club’s assigned Liaison.

Section 8: Vacancies

When a vacancy on the Board exists mid-term (whether due to resignation, removal from office, death or incapacity, or other means), a majority of the Board may vote to fill the vacancy until the next Annual Meeting, at which time a replacement will be elected for the remainder of the unexpired term. If the Presidency position becomes vacant, the Secretary shall assume the role of President until the next Annual Meeting, at which time a replacement President will be elected for the remainder of the unexpired term.

ARTICLE IV: COMMITTEES

Section 1: Committee Formation

If deemed beneficial by the Board, standing and ad hoc committees may be formed to advise the A/AAPI Club. Subject to the majority vote of the Board, the President may create and dissolve committees and appoint all committee chairs and committee members. All committees shall include among their membership at least one director.

Section 2: Standing Committees

The A/AAPI Club’s present standing committees, including the general responsibilities listed in Exhibit B.

ARTICLE V: DISSOLUTION

In the event of the dissolution of the A/AAPI Club, the Board shall, after paying or making provision for the payment of all of the liabilities of the A/AAPI Club, distribute all of the remaining property and assets of the A/AAPI Club to AAUM, a 501(c)(3) non-profit organization, to be used to fund scholarships, ideally in support of AANHPI students.

ARTICLE VI: MISCELLANEOUS

Section 1: Fiscal Year

The fiscal year of the Club shall be consistent with the fiscal year of AAUM, which is presently July 1 to June 30.

Section 2: Meeting Procedure & Rules of Order

Procedure at all meetings of the A/AAPI Club’s members and Board meetings shall model Robert’s Rules of Order. All officers shall deliver to their successors in office all official material within ten (10) days following the expiration of their term in office.

Section 3: Repealer

All prior bylaws, including any and all previous constitutions or charters, are hereby repealed and revoked.

ARTICLE VII: AMENDMENTS

These Bylaws may be amended when necessary by two-thirds majority of the Board. Proposed amendments must be submitted to the Secretary to be sent out with meeting notices.

EXHIBIT A

OFFICER RESPONSIBILITIES

GENERAL BOARD EXPECTATIONS

Attend all or majority of Board Meetings
Preside over the Board Meetings or Committee Meetings corresponding to your role
Meet with other Board Members as needed for check-ins, event planning, communications, etc.
Attend events to get to know AANHPI constituents to serve and represent the Club
Plan, implement, execute, and assess at least one event annually
Be supportive to the rest of the A/AAPI Board
Your focus is not merely just you and your tasks but how to effectively better the AANHPI
community as a whole
Serve as an Alumni Association at the University of Michigan (AAUM) ambassador by connecting with
Michigan alumni, alumni clubs, and other affiliated clubs

PRESIDENT

The President’s responsibilities include but are not limited to the following:

Supervising and coordinating the Club’s activities
Calling and presiding over regular and special meetings of the Board
Ensuring the holding of the Annual Meeting, as called for by the Bylaws
Ensuring the completion of the Club’s annual report and its submittal to AAUM
Serving as the principal liaison with UM, AAUM, and other organizations
Serve as one of three members on the Executive Committee
Monitoring the Club’s email inbox and responding to constituents within a reasonable time
Drafting and sending email listserv messages to the Club’s members and other constituents
Submitting copy regarding upcoming events to AAUM’s Event Calendar
Appointing, with a majority vote of the Board, standing or ad hoc committees and committee chairpersons for the Club
Serving, if interested, as a member of any standing or ad hoc committee, with the right to vote
Ensuring the Club’s directors and officers adhere to term limits described in the Bylaws
Will require board majority approval when a proposed single event exceeds $100 of Club funds or exceeds a total of $500 of Club funds for multiple single events over a given fiscal year.
Serving as a resource for the chairpersons of the following Club committees and participating in associated activities as needed

SECRETARY

The Secretary’s responsibilities include but are not limited to the following:

Will also serve as the VP of Operations
Giving written notice of Board meetings, as indicated in the Bylaws
Taking attendance, taking and distributing meeting minutes, and tallying votes at regular and special Board meetings, as well as the Annual Meeting and any special member meetings
Maintaining and circulating the Club’s current Bylaws
Maintaining minutes of meetings of the Board, its committees, and the Club’s members Presiding over the Club’s meetings in the absence of the President
Assuming the duties of the President on an interim basis if the President is unable to complete term
Serve as one of three members on the Executive Committee
Monitoring the Club’s email inbox and responding to constituents within a reasonable time
Drafting and sending email listserv messages to the Club’s members and other constituents
Submitting copy regarding upcoming events to AAUM’s Event Calendar
Serving as a resource for the chairpersons of the following Club committees and participating in associated activities as needed

TREASURER

The Treasurer’s responsibilities include but are not limited to the following:

Will also serve as the VP of Finance
Receiving all funds paid to the Club
Disbursing or coordinating distribution of money on properly authorized orders or invoices
Appropriately communicating with the designated organization(s) responsible for investing any substantial balances of funds
Transferring scholarship funds to the UM Office of Financial Aid when appropriate
Preparing and presenting a Treasurer’s Report on the status of the Club’s operating and scholarship funds for the Annual Meeting and producing financial statements for the Club quarterly and at fiscal year-end
Serve as one of three members on the Executive Committee
Assisting in preparation of event-based budgets and related record keeping
Assisting the Scholarship Committee and participating in associated activities as needed
Maintaining correct and complete books and records of account
Serving as a resource for the chairpersons of the following Club committees and participating in associated activities as needed

DIRECTORS

The Board Member’s responsibilities include but are not limited to the following:

Planning at least one in-person or virtual event a year
Attending board meetings and assigning another board member as proxy in absence of a meeting with a needed vote
Work on operations of the Club such as assisting in creating event forms, procedures and feedback, membership surveys, aggregation feedback and suggestions into applicable actions.
Be a member of at least one committee
Participate in AAUM events both regional and Affiliate Clubs

EXHIBIT B

COMMITTEES

The Club has seven (7) standing committees: (1) the Nominating Committee; (2) the Marketing Committee; (3) the Programming Committee; (4) the Career Development Committee; (5) the Education Committee; (6) the Scholarship Committee; and (7) the Student Relations Committee The chairperson(s) for each committee shall have the title Vice President (VP) of the Committee and be responsible for submitting financial goals, including budgets, in writing to the Treasurer throughout the year. The financial goals are to be reviewed and accepted as-is, accepted with modifications, or rejected by the Board.