University of Michigan Alumni Club of Dallas

ARTICLE I:  NAME AND PURPOSE

Section 1: Name

The name of this organization is the University of Michigan Club of Dallas (hereinafter, the “Club”).

Section 2: Purpose

The Club is an affiliate of, and chartered by, the Alumni Association of the University of Michigan (hereinafter, “AAUM”), an educational, non-profit membership organization of graduates and friends of the University of Michigan (hereinafter, “U-M”). 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 Club and AAUM bring alumni in the greater Dallas-Fort Worth (DFW) area together in support of each other and to promote the objectives of U-M through the establishment and maintenance of contact among U-M, its graduates, as well as present and prospective students. In planning, promoting, and hosting alumni events and other initiatives, the Club should emphasize and encourage AAUM membership. Additionally, the Club encourages and supports the matriculation of local students at U-M through funding and administering student scholarships.

ARTICLE II:  MEMBERSHIP

Section 1: Membership Qualifications

All current members of AAUM in the Club’s geographic area (as determined by AAUM) are automatically members of the Club. The Club does not charge membership dues exclusive of AAUM. U-M alumni, U-M students and their parents, and other supporters of U-M who are not AAUM members are welcome and encouraged to participate in most club activity, though they are not entitled to vote on club business unless they are a current officer or director of the Club.

Section 2: Annual Meeting of Members

An annual meeting of the Club’s members (the “Annual Meeting”) shall take place in the spring or early summer, prior to the end of the Fiscal Year. The specific date, time, and location shall be designated by the Club’s board of directors. At the Annual Meeting, the Club’s members shall elect the board of directors and officers, 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 Club’s listserv at least one month 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 Club’s members may also be called by the Club’s president, a simple majority of the Club’s board of directors, or 10% of the Club’s membership.

ARTICLE III:  BOARD OF DIRECTORS & OFFICERS

Section 1: Board Role

The Club’s board of directors (the “Board”), which shall generally be drawn from the membership of the Club, shall manage the affairs of the Club. The Board shall have a maximum of 13 directors, including four officers.

All directors are encouraged to be AAUM members for the duration of their term on the Club’s Board. The Club recognizes that certain individuals among our community have demonstrated a vital interest in the Club and U-M. As such, it is recognized that these individuals add significant value to the Board, and thus are not required to be AAUM members.

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; and (e) attending Club events on a regular basis.

Section 2: Officers

Four of the Club’s directors shall serve as officers of the Board in the following roles: President, Vice 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. In addition, the Board recognizes the importance of the role of Immediate Past President. Although not an official Board officer position, the responsibilities of the Immediate Past President are also set forth in Exhibit A.

Section 3: Terms of Office

Directors are elected for an initial three-year term and may be re-elected for additional three-year terms. Officers are elected for an initial three-year term and may be re-elected for one additional three-year term for a total of six consecutive years in a single office. Following six consecutive years of service in a single office, an officer must take a mandatory sabbatical year off prior to being re-elected to the same office.

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 Club members present at the Annual Meeting. At least one officer position and up to 4 non-officer positions shall be elected each year.

The Club’s Officers shall be responsible for nominating a slate of prospective directors and officers representing the 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 Club members in attendance at the Annual Meeting.

The 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 monthly meetings at a time and place designated by the President. The Board may agree to waive a monthly meeting via written (email) communication; however the Board shall have a minimum of nine in-person meetings in each year. Special meetings of the Board may also be called upon the request of the President or one-third of the 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 two officers; however, for the sole purposes of creating a quorum, a past president of the Club, not limited to the Immediate Past President, may be deemed an officer. Actions by the Board must be made by a majority of the quorum voting in the affirmative. Voting by Internet (e.g., email, SMS, video chat) is permitted.

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 via U.S. mail to the director’s last known home 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 14 days of the date the communication is sent, the director will be deemed to have resigned. 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.

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 Vice President shall assume the role of President (unless a majority of the Board votes otherwise) until the next Annual Meeting, at which time a replacement President will be elected for the remainder of the unexpired term.

Section 9: Transition

To facilitate the orderly continuation of the Club under these Bylaws, the current officers shall submit to the general membership at the Annual Meeting a list of up to 13 proposed directors to constitute the original Board under these bylaws. The list shall designate certain proposed directors to serve for a one-year term and certain directors to serve for a two-year term. Adoption of these Bylaws by the general membership shall constitute an election of the persons named in such list to the terms set out opposite their respective names. The terms of all current officers shall terminate upon the installation of the officers duly elected in such manner.

ARTICLE IV:  COMMITTEES

Section 1: Committee Formation

If deemed beneficial by the Board, standing and ad hoc committees may be formed to advise the 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 Club’s present standing committees, including the general responsibilities of each, are listed in Exhibit B. With the exception of the Scholarship Committee, there is no stated maximum term for the chair of a standing committee listed in Exhibit B. The chair of the Scholarship Committee is limited to a maximum non-renewable term of 3 years.

ARTICLE V:  DISSOLUTION

In the event of the dissolution of the Club, the Board shall, after paying or making provision for the payment of all of the liabilities of the Club, distribute all of the remaining property and assets of the Club to AAUM, a 501(c)(3) non-profit organization, to be used to fund scholarships for students from the Club’s geographic area.

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

President will send agenda items and call for additional items in advance of regularly scheduled meeting. President will advance the meeting through the items on the agenda and oversee any votes. Additional items may be added for discussion before meeting close.

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

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 U-M, AAUM, and other organizations
• 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

VICE PRESIDENT

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

• 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 his/her term
• Ensuring the Club’s directors and officers adhere to term limits described in the Bylaws
• Serving as a resource for the chairpersons of  Club committees and participating in associated activities as needed.
• Serving, if interested, as a member of any standing or ad hoc committee, with the right to vote

SECRETARY

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

• 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 Board meetings and the Annual Meeting
• Serving, if interested, as a member of any standing or ad hoc committee, with the right to vote

TREASURER

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

• Receiving all funds paid to the Club
• Disbursing money on properly authorized orders or invoices
• Appropriately investing any substantial balances of funds
• Transferring scholarship funds to the U-M 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 on a quarterly and fiscal year-end basis
• 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, if interested, as a member of any standing or ad hoc committee, with the right to vote

IMMEDIATE PAST PRESIDENT

Although not a formal officer position on the Board, the Immediate Past President responsibilities include but are not limited to the following:

• Serve as a resource and advisor to current President, Officers, and Board
• Assist in maintaining institutional knowledge
• Maintaining relationships with local alumni and partners of the Club (e.g., watch party or student send-off hosting sites)

EXHIBIT B

COMMITTEES

The Club has five standing committees: (1) Philanthropy; (2) Social/Cultural; (3) Scholarship; (4) Student Relations/Recruiting; and (5) Social Media & Communications.

Committee members and committee chairs may be appointed by directors with a simple majority vote at a Board meeting.

The chairperson(s) for each committee shall 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.

Philanthropy Committee

The responsibilities of this committee/office shall include but not be limited to the following:

• Soliciting and presenting ideas for Club events promoting philanthropy on behalf of charities or causes in the DFW area.
• Organizing and preparing communications for such events.
• Soliciting volunteers and coordinating such events.

Social/Cultural Committee

The responsibilities of this committee shall include but not be limited to the following:

• Planning and coordinating Club events that align with AAUM’s brand values, including establishing financial and operational objectives for such events
• Creating and executing strategies to welcome alumni moving to the Club’s area including an annual welcome event
• Informing the Social Media & Communications Committee of all information on events and other matters of interest to Club members with sufficient time to market such events and matters
• Soliciting volunteers and other support to facilitate the programming goals of the Club
• Ensuring at least one Club board member attends each event planned by the committee
• Collecting feedback from event attendees and informing the Board of “lessons learned” from events

Scholarship Committee

The responsibilities of this committee shall include but not be limited to the following:

• Soliciting qualified students in the Club’s area to apply for Club scholarship awards, reviewing applications submitted by students, and awarding the winners funding from the Club’s scholarship fund(s), in conjunction with U-M’s Office of Financial Aid
• Coordinating the raising of funds to support the Club’s scholarship fund(s), including developing the Club’s annual giving strategy, and recommending to the Board how to manage and distribute such funds
• Ensuring at least one committee representative attends each scholarship-focused event planned by the committee

Student Relations/Recruiting Committee

The responsibilities of this committee shall include but not be limited to the following:

• Assisting in the recruitment of students from the Club’s area to U-M, in conjunction with U-M’s Office of Undergraduate Admissions, including disseminating information and materials regarding U-M to prospective students and schools in the area, attending college nights in the area, and contacting area high school guidance counselors
• Developing and coordinating an admitted student reception for accepted students
• Developing and coordinating a student send-off reception for newly enrolled students

Social Media & Communications Committee

The responsibilities of this committee shall include but not be limited to the following:

• Maintaining the Club’s website, including drafting copy for it
• Maintaining the Club’s social media accounts, including drafting copy for them and engaging with constituents
• Drafting and sending email listserv messages on at least a monthly basis to the Club’s members and other constituents
• Monitoring the Club’s email inbox and responding to constituents within a reasonable time
• Submitting copy regarding upcoming events to AAUM’s Event Calendar
• Coordinating the design and creation of physical marketing materials (e.g., flyers, business cards, signs, physical mailings) as needed
• Proposing and executing strategies to promote events, initiatives, and benefits of the Club and AAUM
• Assisting other Club committees with their promotional efforts
• Cooperating with AAUM’s marketing and communications initiatives
• Otherwise proposing, coordinating, and executing the marketing, promotion, and communication strategies of the Club, including additional initiatives as agreed upon by the Board