Article I
Section 1: Name
The name of the organization shall be The University of Michigan Club of Hilton Head Island (hereinafter “Club”).
Section 2: Purpose
The purpose of the Club shall be to foster a spirit of loyalty and fraternity among friends of The University of Michigan as well as current and former students of The University of Michigan; to promote the general welfare of the University as an educational institution; to act as liaison between prospective students of the University in schools in Beaufort County and students of the University; to award scholarships to current and newly admitted students of the University in Beaufort County; and to sponsor and support social, educational and charitable programs and activities for alumni of the University and their families and friends residing in Beaufort County.
Section 3: Membership
All graduates of The University of Michigan, all persons who have been in attendance as students at The University of Michigan and all who have been officially connected therewith are eligible to join the Club. In addition, all persons who now have or have had children or grandchildren in attendance at The University of Michigan or have shown a vital interest in the University shall be eligible for membership in this Club. Persons residing in Beaufort County as designated by the Alumni Association, who are members of the Alumni Association, shall automatically become members of the Club. To be a member of the University of Michigan Club of Hilton Head Island, one must be a member of the Alumni Association of The University of Michigan.
Article II
Section 1: Board of Governors
The Club shall be governed by a Board of Governors (hereinafter “Board”) which shall consist of nine (9) members: President, Vice-President, Secretary, Treasurer and five (5) members at large, who shall be elected by the general membership of the Club for staggered three-year terms, i.e., no more than three elected per year. In the event that a Governor is unable to complete his term of office, a replacement will be elected for the remainder of the term of the replaced governor.
Section 2: Officers
The Board shall consist of four (4) officers (President, Vice-President, Secretary and Treasurer) and five (5) members at large. If his term on the Board has expired, the immediate past President shall remain on the Board as an ex officio non-voting member.
Section 3: Duties of the Officers
PRESIDENT: The president of the Club shall call, and preside over, annual, regular, and special meetings of the Board; support and coordinate Club activities; appoint a Nominating Committee; sign all contracts with the approval of the Board; receive, retain, and transfer the Club’s charter and other materials; ensure the holding of the Annual Meeting; appoint committees (for example, Social, Scholarship, Publicity, Community Relations, MAC Administrator) in addition to the Nominating Committee, as necessary to carry out the purposes of the Club; and may call for an audit by an accountant of the Club’s financial books and records. An Officer or other Board member may also serve as a committee chairman or serve on any committee appointed by the President.
VICE PRESIDENT: The Vice-President shall serve as the Chairperson of the Nominating Committee; preside over Board meetings in the absence of the President; perform such duties as are assigned by the President; coordinate and lead initiatives to identify and recruit volunteers from outside the Board; and ensure the term limits set forth herein are adhered to by the Officers and the Board.
SECRETARY: The Secretary shall give notice of the Board meetings, whether regular or special; maintain a record of all Club proceedings; prepare the minutes of all Board meetings and the Annual Meeting; be responsible for all correspondence of the Board and the Club; sign on behalf of the Club such instruments as he is authorized by the Board to sign; and to carry out such reports and such duties as are incident to his office or are properly required of him by the Board.
TREASURER: The Treasurer shall have charge of all funds of the Club; receive all funds paid to the Club; disburse funds on properly authorized orders from the Board; oversee the appropriate investment of any substantial balances; keep regular books of account, in accordance with accepted accounting principles; sign or countersign all checks, notes or other instruments or obligations as require his signature; prepare and submit a Treasurer’s Report for each regular and special Board meeting and the Annual Meeting; and shall perform all duties incident to his office or that may be required of him by the Board. The Treasurer shall secure and file complete vouchers for all expenses made by a Board member and/or any Club member. A receipt containing a description of the expense, the project for which it was incurred, the exact amount and any other pertinent information must accompany all expense reports to be reimbursed to the Board member or to any other Club member.
IMMEDIATE PAST PRESIDENT: The immediate past President shall serve as a resource for the Board; advise the Board and participate in Club business as needed, without voting, and shall be a member of the Nominating Committee.
Article III
Section 1: Election to the Board
Three members of the Board shall be elected on a staggered basis at the Annual Meeting of the Board, which meeting shall be at a time and place designated by the President. Written notice of the Annual Meeting shall be given to all members of the Club at least thirty (30) days prior to the meeting date. A majority of those Club members present at the Annual Meeting will constitute a quorum for the purpose of electing Board members. Each Governor shall be elected for a three (3) year term and shall hold office until his successor has been elected. No Governor shall serve more than two (2) consecutive terms. A Club member may serve additional terms on the Board after a break in service of at least one (1) year. Governors shall assume their offices at the beginning of the fiscal year immediately following their election. Preferably two (2) or more members of the same family shall not serve as members of the Board at the same time.
Section 2: Election of Officers and Term of Office
Officers shall be elected by the Board for a one (1) year term or until a successor shall have been elected. No officer shall serve more than two (2) consecutive terms in the same office.
Section 3: Vacancies
Any vacancy in the Board, however occurring, shall be filled by a majority vote of the remaining Board. Any Governor so elected shall fill the unexpired term of the vacating Governor.
Section 4: Board Meetings
The Board shall meet periodically at any time and place established by the President. The President may, at his discretion, change the time and place and/or frequency of such meetings. Special meetings of the Board may be called at any time by the President, or in his absence, or refusal to act, by the Vice-President and two (2) other Governors, or any three (3) Governors and may be held at any time and place.
Section 5: Notice of Meetings
Notice of meetings of the Board shall be given a minimum of two (2) weeks prior to the meeting. Attendance by a Governor at a meeting shall constitute a waiver of notice of such meeting except where a Governor attends a meeting with the express purpose of objecting to the transaction of business because the meeting was not lawfully called. Emergency meetings may be called with less than two (2) weeks notice.
Section 6: Quorum at Board Meetings
A quorum at any Board meeting shall consist of a majority of the entire Board as then appointed and serving. A majority of such quorum may decide any question that may come before the meeting.
Section 7: Participation at Meetings by Telecommunication Device
Any or all of the Board may participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all Governors participating may simultaneously hear each other during the meeting. A Governor participating in a meeting is considered to be present in person at the meeting.
Section 8: Removal of Governors and Officers
Any Officer or Governor may be removed from office by majority vote of the Board of Governors at a regularly scheduled Board meeting when the Board deems that the Officer or Governor is unable to comply with his responsibilities under these By-Laws, or is not acting in the best interest of the Club. Removal can take place only after the Officer or Governor has been informed in writing mailed to his last known address that the Board is considering his removal, at least twenty (20) days prior to the Board meeting when the removal is to be considered. Said Officer or Governor may elect to appear before the Board to discuss the matter before action is taken.
Article IV
Section 1: Time and Place of Annual Meeting
There shall be an Annual Meeting of the membership at a time and place designated by the Board. Written notice of the annual meeting shall be given to all members at least thirty (30) days prior to the meeting date.
Section 2: Regular Membership Meetings
Regular membership meetings may be held monthly, or as otherwise determined by the Board of Governors, at such time and place designated by the Board.
Section 3: Special Meetings
Special meetings of the members for any purpose or purposes may be called by the President, a majority of the Board, or by not less than ten (10) per cent of the members after giving due notice in writing to all members.
Section 4: Voting
In all matters properly coming before any meeting of the members, each member shall be allowed to cast one (1) vote in person. A simple majority of those present in person shall decide any matter properly brought before the meeting.
Section 5: Notice of Meeting
Written notice of any meeting of the members shall be given stating the place, date and time of the meeting. In case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called, and shall state the name(s) of the person(s) requesting the meeting. Such notices shall be given not less than seven (7) days before the date of the meeting and shall be delivered to the members either personally, by US Postal Service mail, or by electronic mail.
Article VI
Fiscal Year: The fiscal year of the Club shall be July 1 through June 30. The Board may change the fiscal year by affirmative vote of 2/3 of the members of the Board.
Article VII
Rules of Order: The most current edition of Roberts Rules of Order shall govern parliamentary procedure at any Board meetings and at the Annual Meeting.
Article VIII
Amendments: The By-Laws may be amended at the Annual Meeting of the members by a majority of members present provided notice is given to the members at least thirty (30) days prior to the Annual Meeting.
Article IX
Gender: It is noted throughout these By-Laws that the singular and masculine and neuter gender is utilized in describing the members, the Board, and Officers. Such use is for convenience only, and for purposes of construction, the plural, as well as the feminine or neuter, as the case may be, shall be substituted therefore where applicable.
Article X
Nominating Committee: The Nominating Committee shall consist of five members appointed by the Board, two of whom shall be the Vice President and immediate past President, and three of whom shall be from the general membership. The Chairman of the Nominating Committee shall be the Vice President. The three (3) non-Board members shall be appointed to the Nominating Committee no later than November. The Nominating Committee shall be responsible for evaluating potential Board members over a period of time, and shall prepare a slate of nominees. The slate of nominees shall be presented to the Board of Governors at the March Board meeting. The general membership shall be notified of the slate of nominees within 14 days thereafter. Nominations from the general membership must be received by the Nominating Committee, in writing, and signed by the nominee, within 15 days after nominations are published to the general membership.