Articles of Association & Bylaws
Adopted: 3/11/2002; Last Revised: 07/08/2019
UMCGC Articles of Association
Article I – NAME
The name of this organization is The University of Michigan Club of Greater Chicago (hereinafter “UMCGC”).
Article II – PURPOSES
UMCGC is formed to promote the following goals, independently of and/or through cooperation with the University of Michigan and the Alumni Association of the University of Michigan:
- Foster a spirit of loyalty and fraternity among members of the Alumni Association of the University of Michigan and UMCGC.
- Effect united action in promoting the general welfare of the University as an educational institution.
- Create closer fellowship among the alumni, friends, and students of the University of Michigan.
- Liaison between prospective University of Michigan students in secondary schools in the greater Chicago area and the University of Michigan.
- Raise money and award scholarships to prospective University of Michigan students in the greater Chicago area.
- Sponsor educational, cultural, and social programs for local University of Michigan Alumni Association members.
- Support charitable activities in the greater Chicago area.
Article III – MEMBERSHIP
UMCGC members are considered to be all alumni and friends in the greater Chicago area who are members of the Alumni Association of the University of Michigan. Alumni Association Members from outside Chicagoland as well as non-members of the Alumni Association may choose to participate in UMCGC events but are not considered members of UMCGC.
Article IV – UMCGC BOARD
The UMCGC shall be governed by the Officers and eighteen (18) Directors (collectively the “Board”). New Directors and Officers shall be nominated by the existing Board not less than two weeks prior to the Annual Meeting and confirmed by a majority vote of the members present at the Annual Meeting. Alternatively, the Offices may, in their discretion, call for a vote on the confirmation of new Directors and Officers via electronic mailing to all current UMCGC members. All votes of the members shall be given due consideration and deference by the Board.
Article V – OFFICERS
The Officers elected shall be a President, a President-Elect, a Vice President, a Secretary, and a Treasurer (collectively, the “Executive Committee”). Each Officer shall be elected to a one (1) year term. ”). By a two-thirds majority vote of the Board, the Board may create up to two (2) additional Officer positions in addition to those listed herein. All Officers nominated are required to be Officers or Directors prior to their nomination. Officers may be reelected for subsequent terms with a limit of six consecutive years of service. After serving six consecutive years as an Officer, said Office shall not hold any Officer position for one year but may remain on the Board as a Director. After one year without serving as an Officer, said Office may be re-elected to an Office position. If an Officer resigns prior to the end of his/her term, the Executive Committee may, by a majority vote of the Executive Committee, appoint a Director to fill the Office vacancy for the remainder of the term.
Article VI – COMMITTEE CHAIRS
The Officers shall appoint Chairs of Membership Recruitment & Retention, Marketing & Communications, Cultural, Community Service, Career & Networking, Sports & Social, and Scholarship. Chair position shall be for a term of one (1) year and shall be held by one or two UMCGC Directors, whose duties and terms of office are specified in the accompanying Bylaws.
Article VII – DIRECTORS
Directors shall be elected for a term of three years. Directors may be re-elected for subsequent terms. If a Director resigns prior to the end of his/her term, the President, upon confirmation via two-thirds vote of the Board in attendance, may replace the Director to fill the vacancy for the remainder of the term. Board need not fill a Director vacancy created by resignation.
Article VIII – MEETINGS
An Annual Meeting of the Board shall be held in April of each year for the election of Directors and Officers; UMCGC members shall be invited to the Annual Meeting (and guests are welcomed). There shall be at least five additional meetings of the Board each calendar year. Additional meetings of the Board may be called when deemed necessary by a majority of the Officers. An Officer shall provide notice of each meeting via electronic-mail, or U.S. Mail and such notice shall be given at least seven (7) calendar days before each meeting.
Article IX – BYLAWS
By a majority vote of the Board, the Bylaws may be adopted from time to time for the governance of the UMCGC.
Article X – AMENDMENT
These Articles of Association may be amended by a two-thirds vote of members in good standing voting at the Annual Meeting of the UMCGC or at other such time as a vote is called for by two-thirds of the Board.
Section 1 – DUTIES OF DIRECTORS AND OFFICERS
President: It shall be the duty of the President to call meetings of 1.) the Directors and Officers (collectively the “Board”) and 2.) the Officers (collectively the “Executive Committee”) of UMCGC, to supervise and coordinate the activities of the UMCGC, in accordance with the Articles of Association. The President is responsible for corresponding with Chairs prior to Board meetings, creating an agenda for each Board meeting, and distributing each agenda to the Board at least four (4) calendar days prior to each meeting. If the President is absent from a Board meeting, the Vice President shall preside at that meeting. The President may, with a majority vote of the Board, appoint standing or temporary committees for the UMCGC, as well as chairpersons for those committees. The President is the primary liaison to the Alumni Association of the University of Michigan (“AAUM”) and UMCGC’s community contacts.
President-Elect: It shall be the duty of the President-Elect to 1) act as the primary contact for Officers and Directors when suggesting, planning, and coordinating UMCGC events; 2) manage and update the official UMCGC Calendar of Events; 3) preside over the Board meetings when the President is unavailable; and 4) assist the President in facilitating mutually beneficial working relationships with the Board, AAUM, and UMCGC’s community contacts.
Vice President: It shall be the duty of the Vice President to prepare the annual report for the AAUM, preside over the Board meetings when the President and President-Elect are unavailable and assist the President and President-Elect in facilitating mutually beneficial relationships with the Board, AAUM, and UMCGC’s community contacts.
Secretary: It shall be the duty of the Secretary to give notice to the Board of its meetings, to track attendance and keep a record of the proceedings of all Board meetings of the UMCGC via meeting minutes; tally votes from the Board and general membership for all UMCGC elections and issues voted upon; distribute minutes to the Board after each Board meeting; and provide, maintain and upon written request, circulate current copies of UMCGC’s Articles of Association and Bylaws.
Treasurer: It shall be the duty of the Treasurer to receive all funds paid to the UMCGC; manage the UMCGC bank account(s); disburse funds for payment of invoices or reimbursement upon authorization by the President; and provide reports to the UMCGC’s financial status at all Board meetings. In addition, it shall be the Treasurer’s responsibility to oversee 1) the investment of substantial funds and 2) the management and transfer of scholarship funds to the Office of Financial Aid of the University of Michigan. The Treasurer shall also present a Treasurer’s Report including a fiscal year-end report at the Annual Meeting and produce financial statements to the Executive Committee on a quarterly basis. The Treasurer and the President shall be authorized to distribute funds on behalf of UMCGC.
Committee Chair(s): Committee Chairs are appointed by the Officers to one (1) year terms and shall be UMCGC Director(s). The following committee Chair(s) shall manage a committee of Board members and other UMCGC members. The Chair(s) shall provide updates to the President on a continuous basis and a Committee Report to the Board at each Board meeting.
Membership Recruitment & Retention Chair(s): The Membership Recruitment & Retention Chair(s) oversees the Membership Recruitment & Retention Committee and all of its functions. The Chair(s) shall be responsible for creating materials and outreach initiatives to increase and enhance UMCGC member; conducting outreach to inactive University of Michigan alumni, both UMCGC members and non-members, in the greater-Chicago area; establishing and facilitating working relationships with University of Michigan-affiliated clubs and organizations; and creating new events and initiatives that enhance the UMCGC experience for its members.
Marketing & Communications Chair(s): The Marketing & Communications Chair(s) shall oversee the Marketing &Communications Committee and all of its functions. The Chairs(s) shall act as the main liaison to the Alumni Association of the University of Michigan for all communications matters following election to office.
Scholarship Chair(s): The Scholarship Chair(s) shall oversee the Scholarship Committee and all of its functions. The Chair(s) shall act as the main liaison to the Treasurer and the Board in regard to all annual scholarship giving, as well as the secondary liaison to the Office of Financial Aid of the University of Michigan.
Directors: The primary responsibility of UMCGC Directors is to assist the Officers in the administration of the UMCGC. Directors shall serve as liaisons between the UMCGC leadership and the membership and community at large. Directors shall attend all Board meetings, shall serve on at least one UMCGC Committee, and substantially contribute to all organization-wide initiatives of UMCGC. Attendance at Board meetings can be in-person or via telephone. Directors shall be prepared to assist in the leadership of UMCGC upon request by one or more Officers. Specific duties and requirements of Directors include: (1) regular (a minimum of 50%) attendance at Board meetings over a rolling 12 month period; (2) regular attendance at UMCGC events (minimum three(3) events per year); (3) service on a least one standing or special committee; (4) providing assistance to Officers in formation and execution of UMCGC policies and procedures; and (5) payment of AAUM dues to maintain status as a member in good standing of AAUM.
Removal of Director or Officer: The Board may remove a Director or Officer: (i) who does not meet one or more of the above-referenced requirements; who violates any UMCGC policy, any term of the Articles of Association or these Bylaws; or (ii) for good cause, as-determine by the Executive Committee, and by a vote of a majority of the Board.
Immediate Past President: The duties of the Immediate Past President shall be to serve on the Nominating Committee and the Executive Committee and The Immediate Past President is a voting member of the Board of Directors.
Honorary Director: A designation voted on by the majority of the Board of Directors to recognize individuals who have served the UMCGC for at least six years. An Honorary Directors is not a voting member of the Board of Directors.
Section 2 – TERMS OF OFFICE FOR OFFICERS AND COMMITTEE CHAIRS
The President, President-Elect, Vice President, Secretary, and Treasurer are each elected one (1) year terms and may be re-elected for an additional one (1) year term. Committee Chair(s) are appointed for one (1) year terms and may be appointed for subsequent one (1) year terms.
Section 3 – QUORUM AND VOTING
A quorum for the Board shall consist of 50% of the Board. Unless otherwise stated in the Articles of Association or Bylaws, actions shall not be affirmed by the Board unless at least eight (8) Board members vote in the affirmative. Voting by electronic mail, other online means, or telephone is permitted.
Section 4 – COMMITTEES
UMCGC has ten Standing Committees:
(a) the Nominating Committee;
(b) the Marketing & Communications Committee;
(c) the Membership Recruitment & Retention Committee;
(d) the Scholarship Committee;
(e) the Suburban Committee;
(f) the Cultural Committee;
(g) the Community Service Committee;
(h) the Career Networking Committee;
(i) the Sports & Social Committee; and
(j) the Executive Committee.
Non-Board members may be assigned to these committees (other than the Nominating and Executive Committees) in such numbers as the scope of the jobs at hand dictate. The President, with the majority vote of the Board, may add standing or temporary committees as needed.
1. The Nominating Committee
The Nominating Committee shall including the President, Immediate Past President, and three other Board Members selected by a majority of the Board in April of every year. The Nominating Committee shall: (a) nominate Officers and/or Directors to fill Board vacancies during the year; (b) prepare a slate of nominees to serve as Officers and Directors for election at the Annual Meeting which must be approved by a majority of the Board prior to the Annual Meeting; and (c) present the slate for election at the Annual Meeting. Absent good cause, the Board shall elect those Officers and Directors receiving the majority of the ballots cast at the Annual Meeting.
2. The Marketing & Communications Committee
The duties of this Committee shall include but not be limited to the following:
1) Writing, editing and submitting copy for True Blue or other Alumni Association sponsored mailings;
2) Creation and distribution of weekly UMCGC e-mail updates;
3) Proposing strategies to market the benefits of the Club to all alumni and/or specific segments thereof;
4) Assisting other committees with creation and execution of flyers, postcards, online, and other marketing materials;
5) Maintaining the UMCGC website;
6) Managing the MAC database and Club e-mail distribution list;
7) Liaison to the Administrative Assistant(s) for the AAUM or UMCGC (if necessary);
8) Executing other communications activities as agreed upon by the Board; and
9) Overseeing the committee’s responsibility of having a representative attend events that are planned by the committee.
3. The Membership Recruitment & Retention Committee
The duties of the Membership Recruitment & Retention Committee shall include but not be limited to the following:
1) Conduct regular meetings, as determined by the Committee Chair;
2) Creating materials and outreach initiatives to increase and enhance UMCGC membership;
3) Conduct outreach to inactive University of Michigan alumni, both UMCGC members and non-members, in the greater-Chicago area;
4) Establishing and facilitating working relationships with University of Michigan affiliated clubs and organizations;
5) Developing new events and initiatives that enhance the UMCGC experience for its members; and
6) Overseeing the committee’s responsibility of having a representative attend events that are planned by the committee
4. The Scholarship Committee
The duties of the Scholarship Committee shall include, but not be limited to, the following:
1) Soliciting qualified candidates in the greater Chicago area, based on the approved criteria in the Scholarship Committee Guidelines, with input from the Office of Financial Aid of the University of Michigan; reviewing applications submitted from the candidates; and interviewing a list of finalists for scholarships.
2) Nominating candidates to receive awards from the Scholarship Fund, providing recommendation on the amount to award each nominee, and presentation of those candidates to the Board for selection.
3) Providing notice of scholarships to recipients and coordination of distributions of scholarships with the Office of Financial Aid of the University of Michigan.
4) Disseminating information regarding the University of Michigan to prospective students (e.g., college nights, meetings of area students, etc.).
5) The creation and execution of an annual fundraising campaign.
6) Coordinating all fundraising efforts to support the Scholarship Funds.
7) Recommending to the Board how to manage and distribute the Scholarship Funds based on the Scholarship Committee Guidelines attached to the By-laws as Exhibit 1.
8) Overseeing the committee’s responsibility of having a representative attend events that are planned by the committee.
5. The Suburban Committee
The duties of the Suburban Committee shall include but not be limited to the following:
1) Conducting regular committee meetings, as determined by the Committee Chair;
2) Creating materials and outreach initiatives in the Chicagoland suburbs to increase and enhance alumni involvement in UMCGC events;
3) Establishing and facilitating working relationships with suburban businesses and individuals for the benefit of UMCGC and its members;
4) Developing new events and initiatives that enhance the UMCGC experience for its suburban members; and
5) Overseeing the committee’s responsibility of having a representative attend events that are planned by the committee.
6. The Cultural Committee
The duties of the Cultural Committee shall include but not be limited to the following:
1) Organize and plan enriching social events in which Chicago-area alumni experience diverse activities, including theater plays & concerts, ethnic meals & celebrations, museum outings, concerts, tours, artistic endeavors, and other local activities; and
2) Collaborate with Chicagoland ethnic, neighborhood, educational, and cultural organizations to provide unique experiences to UMCGC members, their friends & families.
7. The Community Service Committee
The duties of the Community Service Committee shall include but not be limited to the following:
1) Organize community service events in which Chicago-area alumni and their friends & families can participate;
2) Coordinate with local organizations in need of volunteer services to plan events, collection efforts, and other activities that allow UM alumni to serve the Greater Chicago community; and
3) Ensuring that events do not cause undue financial burden on UMCGC or participating alumni.
8. The Career & Networking Committee
The duties of the Career & Networking Committee shall include but not be limited to the following:
1) Plan and execute successful and engaging networking and career-focused events that effectively connect Chicago-area alumni from a diverse range of career fields with other alumni;
2) Procure speakers for events that offer alumni the opportunity to learn from prominent alumni in targeted career fields, such as finance, consulting, accounting, law, and technology;
3) Direct all phases of events, including: securing venues, guest speakers, drafting marketing descriptions, and budgeting; and
4) Collaborate with Ann Arbor alumni relations officers and local alumni/representatives from respective schools such as Ross, Law, and Medicine, to organize and strengthen events and assist in any Chicago-Area student career-related events.
9. The Sports & Social Committee
The duties of the Sports & Social Committee shall include but not be limited to the following:
1) Coordinate UMCGC Board member attendance at, and provide UM-themed gift items and “swag” to, local sponsor bars during key sporting events, such as football, basketball, playoff, and tournament games;
2) Collaborate with Chicagoland professional, collegiate, and amateur sports teams to plan outings to local games for UMCGC members and alumni;
3) Plan sports-related events, activities, and meet-ups for UMCGC members, such as running clubs, beach volleyball, and sports game outings; and
4) Organize and manage recreational sports teams for UMCGC members in local sports leagues, such as softball, flag football, bowling, etc.
10. The Executive Committee
The Executive Committee is comprised of all Officers of the UMCGC. The duties of this Committee shall include but not be limited to the following:
1) Set overall strategies and policies for the UMCGC;
2) Lead efforts to revise Articles of Association and By-laws as needed; and
3) Perform any and all duties required, as described in the Articles of Association and these By-laws.
Section 5 – ANNUAL MEETING OF MEMBERS
The Annual Meeting of the Board and members shall be held in April of each year, at such an hour and place as the Board or President may designate, with proper notices sent to all UMCGC members at least ten (10) days before the Annual Meeting. Any member in good standing may attend. Such notice shall accompany the notice of the election of Directors and Officers. The quorum for an annual meeting shall be twelve (12) Board Members.
Section 6 – DUES
All dues are to be determined by the Alumni Association of the University of Michigan in Ann Arbor and paid by each member directly to the Alumni Association of the University of Michigan in Ann Arbor.
Section 7 – RULES OF ORDER
Roberts Rules of Order, or any other set of Rules of Order duly adopted by a two-thirds vote of the Board, shall govern parliamentary procedure in the meetings of the UMCGC.
Section 8 – MEETINGS OF THE BOARD
Members are encouraged and welcome to attend Board meetings but will have no voting rights at such meetings. Members may be excluded from any meeting of the Board or part thereof, upon an affirmative vote by two-thirds of the Board members.
Section 9 – AMENDMENT OF BYLAWS
A simple majority vote by the Board shall be sufficient to amend these Bylaws.
Section 10 – MISCELLANEOUS
1. Fiscal Year: The fiscal year of the UMCGC shall begin on May 1 of each year, and end on April 30 of the following year.
EXHIBIT 1 TO THE UNIVERSITY OF MICHIGAN CLUB OF GREATER CHICAGO BY-LAWS
SCHOLARSHIP COMMITTEE GUIDELINES
Role of Board for Scholarship Committee
The entire Board is responsible for the stewardship of the scholarship funds. Each year, the Scholarship Committee (“Committee”) shall review and recommend to the Board a multi-year plan for the stewardship of the Club’s scholarship funds. This plan shall include without limitation: the amount of scholarships to award each year, short and long-term goals for fundraising, and recommendations for how the scholarship funds should allocated between all of the endowed funds and expendable funds.
Criteria for Selection of Recipients
UMCGC scholarships are non-renewable (i.e., they are only for the upcoming academic year). All four-year undergraduate students (including those who may have received one or more scholarships in previous years) who (1) live in the greater Chicago area, and (2) are academically and financially eligible may apply for a scholarship.
Timeline for Selection of Recipients
The solicitation of qualified candidates will be completed between January and April of each year. Review of candidate applications will occur between March and April, with interviews of the highest qualified applicants, when necessary, occurring by April 30. The committee’s nominations for scholarship award recipients will be submitted to the Board for approval in May each year.
Criteria for Scholarship Award Amounts
The total amount of scholarships that the Committee awards in a single year is based on two factors: first, the amount of interest deposited in the Club’s expendable account during the calendar year from the Club’s endowment funds, and second, the amount of funds raised for the expendable account by the Club during the calendar year. For example, if the Club’s expendable account earns $15,000.00 of income from January 1, 2018 to December 31, 2018 from the Endowment Funds, and the Club raised $15,000.00 from fundraising activities between January 1, 2018 and December 31, 2018, then the Club could award up to $30,000.00 for scholarships for the 2018-19 school year. However, this amount is subject to the requirements of the multi-year plan.
Specific Rules for Specific Funds
For the Kritt-Wilson Scholarship Fund, the Club will award it as a $2,500.00 scholarship each year. The Club will keep $2,500.00 in that account at the end of each year and reinvest any amounts over this amount back into the Kritt-Wilson endowment. This will ensure the Club will have sufficient funds to award the scholarship each year. This annual $2,500.00 scholarship will be counted as part of the $25,000.00 the Club awards each year.
For the Steven Vandervoort Funds, the Club will award it as a $5,000.00 4-year scholarship (total of $20,000.00). This annual $5,000.00 scholarship will be counted as part of the $25,000.00 the Club awards each year. All funds in the Vandervoort expendable account should first be used to award the annual $5,000.00 scholarship. This Scholarship was awarded as a new scholarship for school year 2017-18, and thus, cannot be awarded again until 2021-22 school year.
Example 1: On December 31, 2012, the expendable account has a balance of $40,000.00. On December 31, 2013, the endowment fund has generated $12,000.00 in funds. The fundraising events in the calendar year generated $18,000.00 in funds. The Club would continue the Vandervoort award of $5,000.00. It would award an additional $20,000 in scholarships, inclusive of a Kritt-Wilson scholarship of $2,500.00, for a total of $25,000.00. The Club would then transfer $5,000.00 to the endowment fund, which would leave the expendable account with a balance of $40,000.00.
Example 2: Same facts as Example 1, except the Committee’s fundraising events only generated $8,000.00 in funds. The Club would award the same $25,000.00 scholarship amount. However, no funds would be transferred to the endowment fund, and the expendable account would have a balance of $35,000.00.
Example 3: Same facts as Example 1, except the Committee’s fundraising events generated $0.00. The Club would continue the Vandervoort award of $5,000.00. It would award an additional $17,000.00 in scholarships, inclusive of a Kritt-Wilson scholarship of $2,500.00, for a total award of $22,000.00. However, no funds would be transferred to the endowment fund, and the expendable account would have a balance of $30,000.00.
Amendments to Guidelines
By unanimous vote of the Scholarship Committee, these guidelines may be amended at any Committee meeting. If the Committee cannot reach a unanimous vote, the proposed amendment to the guidelines will be presented to the Board. The amendment then may be approved by the same standards to approve amendments to the by-laws.