University of Michigan Club of the Bluegrass
Adopted 5/14/15; Last Revised 5/14/15
ARTICLE I: NAME & PURPOSE
Section 1: Name
The name of this organization is the University of Michigan Club of the Bluegrass (hereinafter, the “Club”). The Club is a non-profit organization incorporated under the laws of Kentucky.
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 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.
Section 2: Annual Meeting of Members
An annual meeting of the Club’s members (the “Annual Meeting”) shall take place in the month of June or July, the specific date, time, and location of which 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 be drawn from the membership of the Club, shall manage the affairs of the Club. The Board shall have 8 directors, including the four officers of the Board.
All directors are required 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
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.
Section 3: Terms of Office
Directors are elected for an initial two-year term and may be re-elected for two additional one-year terms. Officers are elected for an initial one-year term and may be re-elected for two additional one-term for a total of three 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 re-elected 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 Club members present at the Annual Meeting. 6 directors shall be elected each year.
The Club’s Nominating Committee 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.
Section 5: Board Meetings & Notice
In addition to the Annual Meeting, the Board shall hold regular meetings at least quarterly 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 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.
Notice of any Board meeting may be waived in writing signed by the person(s) entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. No business shall be transacted except that for which the meeting has been called.
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 by telephone or via 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 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.
ARTICLE IV: 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 V: 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 Club’s members and Board meetings shall be in accordance with 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 VI: 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.
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
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
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 meetings of the Board
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
— Maintaining correct and complete books and records of account