U-M Club of Fairfield County: Club Bylaws - Alumni Association of the University of Michigan

BYLAWS: U-M Club of Fairfield County Area Alumni

Adopted 06/08/2023; Last Revised 06/08/23

ARTICLE I: NAME & PURPOSE

Section 1: Name

The name of this organization is the U-M Club of Fairfield County (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 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

Club membership is a benefit of membership in AAUM without additional payment of dues. The classes of AAUM membership area:

Regular members who consist of all those who have been regularly enrolled in a degree granting program and the University of Michigan for one semester or more and have paid current annual or life dues to AAUM.
Associate members who consist of all persons, excluding those qualified as regular members, who have shown an active or vital interest in the University of Michigan and the AAUM and who have paid current annual or life dues to AAUM.

Section 2: Annual Meeting of Members

An annual meeting of the Club’s members (the “Annual Meeting”) is recommended to take place in the month of March or April but no later than May 30 with the location 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 of Directors

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. Each member of the Board is considered a Director (“Director”). The Board shall have up to thirteen Directors, and shall consist of the following:

Four (4) Officers: President, Vice President, Treasurer and Secretary.
Five (5) Directors: Each Director shall chair a Committee as specified in Exhibit B
Up to Four (4) Directors-at-Large: General duties and specific terms of office are specified in the accompanying Bylaws.

Beginning in 2025, 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:

Serving as liaisons among the Club’s leadership, its membership, and the community at large;
Representing the diverse interests of the general membership
Sssisting the Club’s officers in the administration of the Club and in volunteer identification and recruitment
Attending Board meetings on a regular basis. “Regular” means attending at least two consecutive Board meetings in a calendar year and missing no more than three in a row.
Taking the lead to plan and execute at least 1 unique event (not co-planned) per calendar year.
Attending Club events on a regular basis
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

The Board of Directors are elected for either a one-year or two-year term and may be re-elected for additional terms. Officers are elected for an initial two-year term and may be re-elected for ten additional two-year terms for a total of twenty consecutive years in a single 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.

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. 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 meetings monthly (quarterly at minimum) 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. Email or text is considered written notice. 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 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: 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.

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

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 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 the following Club committees and participating in associated activities as needed

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 meetings of the Board, its committees, and the Club’s members

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

EXHIBIT B

COMMITTEES

The Club has five standing committees: (1) the Nominating Committee; (2) the Marketing & Communications Committee; (3) the Programming Committee; (4) the Membership Committee; and (5) the Scholarship & Student Relations Committee.

Non-Director members of the Club may be assigned to each of these committees (other than the Nominating Committee) in such numbers as considered appropriate by the committee chairperson(s) and the President.

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.

Community Service Committee