ARTICLES OF ASSOCIATION
University of Michigan Club of Houston
Adopted 10 October 2009; Last Revised 25 March 2024
ARTICLE 1: NAME AND PURPOSE
Article 1.1: Name
The name of this organization is the University of Michigan Club of Houston (hereinafter, the “Club”).
Article 1.2: 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, and present and prospective students. In planning, promoting, and hosting alumni events and other initiatives, the Club should encourage AAUM membership. In addition, the Club encourages the matriculation of local students at U-M through funding and administering student scholarships.
ARTICLE 2: MEMBERSHIP
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 apart from those of AAUM. U-M alumni, U-M students and their parents, and other supporters of U-M who are not AAUM members are welcomed and are encouraged to participate in most club activities. However, non-members are not entitled to vote on club business (unless they are current Board members).
ARTICLE 3: AMENDMENT OF ARTICLES OF ASSOCIATION
A majority vote by the Board is required to amend the Articles of Association.
BYLAWS
University of Michigan Club of Houston
Adopted 10 October 2009; Last Revised 25 March 2024
SECTION 1: BOARD OF DIRECTORS/OFFICERS
Section 1.1: Board Role
The Club’s Board of Directors (the “Board”), which shall be generally drawn from the membership of the Club, shall manage the affairs of the Club. The Board shall have no more than 20 members, including both the Officers and Directors of the Club.
All Officers and Directors are encouraged to be dues-paying AAUM members for the duration of their terms on the Club’s Board. Board members shall not receive compensation for their services other than reasonable expenses incurred in the course of their Board duties.
The general responsibilities of Board members 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 1.2: Board Members
The Board shall consist of the following members:
- Four Officers: President, Vice President, Secretary, and Treasurer.
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.
Upon approval by a simple majority vote of the Board, the Club can opt to function for a defined period of time (no longer than one year) with only two or three Officers, one of which must be the President. In this situation, the responsibilities of the Vice President, Secretary, and/or Treasurer positions will be shared among the Officers serving at the time. The open Officer position(s) will be filled at the next Annual Meeting.
- Eight Directors: One Director for each of the eight Standing Committees.
General responsibilities for Directors are set forth in Exhibit B.
Additional at-large members can be added as determined by the Board, to address the needs of the Club.
Section 1.3: Terms of Office
Board members are elected for an initial two-year term and may be re-elected for two additional two-year terms, for a total of six consecutive years in a single role.
An Officer or Director shall not serve more than six consecutive years on the Club’s Board, unless no other person is identified and approved to fill that position for the upcoming term. That Officer or Director position shall be filled at the next Annual Meeting.
Section 1.4: Elections
New and current Board members shall be elected (or re-elected) by a simple majority of Club members present at the Annual Meeting. At least one Officer and three Directors shall be scheduled for election/re-election each year, in order to bring new Club leadership into the Board on a regular basis. No more than two-thirds of the Board shall be scheduled for election/re-election each year, in order to ensure a measure of continuity in Club leadership.
An ad hoc Nominating Committee chaired by the President shall be formed prior to the Annual Meeting.
- The Nominating Committee is responsible for assembling a list of nominees for Board positions scheduled for election that year. Any Club member may also nominate a candidate for a position on the Board.
- The list of nominees shall be communicated to the Board one week prior to the Annual Meeting.
- At the Annual Meeting, the nominees will be presented to the Board for approval by a majority vote of the Board members present.
- The nominations shall be affirmed by a majority vote of the general membership present at the Annual Meeting.
The Club shall notify AAUM of the results of the election of Directors and Officers within thirty days of the election.
All outgoing Board members shall deliver to their successors in office all official material within ten days following the expiration of their terms in office.
Section 1.5: Board Meetings and Required Notice
Annual Meetings
A yearly meeting of the Club’s members (the “Annual Meeting”) shall take place in the month of July, at a specific date, time, and location designated by the Board. The Annual Meeting may be held virtually, if advocated by a simple majority of the Board.
At the Annual Meeting, the Club’s membership shall receive reports on the activities of the Club, determine the direction of the Club for the coming year, and elect the Board of Officers and Directors to serve in 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 entitled to one vote per issue (ie, 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.
Regular Meetings
In addition to the Annual Meeting, the Board shall have a minimum of nine monthly Regular Meetings (except for the month of the Annual Meeting) per year, at a time and place designated by the President. Regular Meetings may be held virtually, if so designated by the President.
Special Meetings
Special Meetings of the Board may be called by the President, by one-third of the Club’s Board, or by 10% of the Club’s membership. Written notice of Regular and Special Meetings, including the date, time, and location of the meeting, shall be delivered to each member at least seven days prior to the meeting.
The purpose of a Special Meeting must be clearly conveyed in the notice. No business shall be transacted except that for which the meeting has been called.
Section 1.6: Quorum and Voting
A quorum for the Board shall consist of at least 50% of the Board members, including at least one Officer. Actions by the Board must be made by a simple majority of the quorum voting in the affirmative. Voting by telephone or via Internet (eg, email, SMS, video chat) is permitted.
Section 1.7: Removal from the Board
Any elected or appointed Board member 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 a Board member’s failure to materially comply with the responsibilities set forth in these Bylaws (Section 1.1 and Exhibits).
The process of removal is as follows:
- To initiate the process, one or more members of the Board must submit a written statement to the President and/or Secretary proposing the removal of the member.
- Following receipt of the proposal, the President and/or Secretary shall promptly notify both AAUM and the member in question. Notice to the member shall be in writing (sent via email to the member’s last known email address and via U.S. mail to the member’s last known home address). The notice shall indicate the member may choose to resign from the Board or request a hearing before the Board.
- If the member does not request a hearing in writing within 14 days of the date the notice is sent, the Board member will be deemed to have resigned. If the member requests a hearing in a timely manner, 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 Board member. That Board meeting will be open to only the current Board, and not to the general Club membership.
- At that meeting, the person(s) who submitted the initial proposal may present the reasons behind it, and the member in question shall have a reasonable opportunity to explain why he or she should not be removed.
- The Board will then have an opportunity to discuss the reasons for and against the removal. A vote shall be held by secret ballot.
- The results of the vote shall be confirmed in writing by a letter to the member in question by the President and/or Secretary.
- The entire process of removal, including a copy of the initial proposal, the minutes of the hearing, and a statement regarding the openness of the process, will be documented in writing. One sealed copy of that documentation will be placed in Club records, and one copy will be forwarded to AAUM.
Section 1.8: Vacancies
If the Presidency becomes vacant mid-term for any reason, 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.
When any other vacancy on the Board (Vice-President, Secretary, Treasurer, or any Director role) exists mid-term for any reason, 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. Alternatively, the vacancy can remain until the elections at the next Annual Meeting.
Section 1.9: Transition to Two-year Terms of Office According to Revised Bylaws
To facilitate the orderly continuation of the Club following the approval of these revised Bylaws, the current Officers shall submit to the general membership at the Annual Meeting a list of individuals to constitute the original Board under these revised Bylaws. The list shall designate six Board members to serve for a one-year term (eligible to serve for an additional three 2-year terms) and six to serve for a two-year term (eligible to serve for two additional 2-year terms).
An affirmative vote by the general membership shall constitute an election of the persons named in the list to the term lengths designated for each. The Board members and term lengths shall take effect on the first day of the month following the 2020 Annual Meeting.
SECTION 2: COMMITTEES
Section 2.1: Committee Formation
Standing and ad hoc committees may be formed to advise the Club and/or to organize activities and initiatives of the Club, subject to a majority vote of the Board. The President may create and dissolve committees and appoint committee chairs and committee members, subject to approval by a majority vote of the Board. Each committee shall include among its membership at least one Director.
Section 2.2: Standing and ad hoc Committees
The Club’s current Standing Committees, and the general responsibilities of each, are listed in Exhibit C. General responsibilities of the ad hoc Nominating Committee are also listed.
SECTION 3: DISSOLUTION
In the event of dissolution of the Club, the Board shall, after paying or making provision for the payment of all Club liabilities, distribute all 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.
SECTION 4: MISCELLANEOUS
Section 4.1: Fiscal Year
The fiscal year of the Club shall be consistent with that of AAUM, which is presently 01July to 30June.
Section 4.2: Meeting Procedure and Rules of Order
Procedure at all meetings of the Board and general membership shall be in accordance with Robert’s Rules of Order, or other set of Rules of Order approved by a simple majority of the Board.
Most Board decisions are made by consensus of those participating; therefore, formal votes shall be taken only when requested by a Board member.
SECTION 5: AMENDMENTS
These Bylaws may be amended when necessary by a simple majority of the Board.
EXHIBIT A
OFFICER POSITIONS AND RESPONSIBILITIES
The responsibilities of Officers include, but are not limited to, the following:
- Setting overall strategy for the Club to reach stated goals
- Managing Club schedule within available budget
- Leading efforts to revise Articles of Association and Bylaws as needed
President
The responsibilities of the President include, but are not limited to, the following:
- Supervising and coordinating the Club’s activities and initiatives
- Appointing, with a majority vote of the Board, Standing or ad hoc Committees and committee chairpersons for the Club
- Chairing the Nominating Committee
- Assisting and supporting Board members in their roles
- Serving, if interested, as a member of any Standing or ad hoc Committee, with the right to vote
- Calling and presiding over regular and special meetings of the Board
- Ensuring the holding of the Annual Meeting, as called for by the Bylaws
- Maintaining the Club website and calendar of events (may be delegated to another Board member)
- Ensuring the completion of the Club’s annual report and its submission to AAUM
- Serving as the principal liaison with U-M, AAUM, and other organizations
- Attending Club events on a regular basis
Vice President
The responsibilities of the Vice President include, but are not limited to, the following:
- Serving as a resource for the chairpersons of the 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
- 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 a full term
- Ensuring the Club’s Directors and Officers adhere to term limits described in the Bylaws
- Attending Club events on a regular basis
- Attending Board meetings on a regular basis
Secretary
The responsibilities of the Secretary include, but are not limited to, the following:
- Ensuring that written notice of each Board meeting is given, as noted in the Bylaws
- Taking attendance at all Board meetings
- Taking meeting minutes at all Board meetings, including special meetings, and distributing them to the Board within 7 days of the meeting
- Tallying, recording, and reporting votes from the Board and general membership
- Maintaining a permanent record of all Club proceedings
- Maintaining and circulating the current Articles of Association and Bylaws
- Serving, if interested, as a member of any Standing or ad hoc Committee, with the right to vote
- Attending Board meetings on a regular basis
- Attending club events on a regular basis
Treasurer
The responsibilities of the Treasurer include, but are not limited to, the following:
- Receiving all funds paid to the Club
- Disbursing money on properly authorized orders and invoices
- Assisting in preparation of event-based budgets and related record keeping
- Serving as a resource for the Directors of Development/Fundraising and Student Relations/Scholarships, participating in associated activities as needed
- 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 monthly meetings, including the Annual Meeting
- Producing financial statements for the Club on a quarterly and fiscal year-end basis
- Maintaining correct and complete books and permanent records of all Club accounts and other financial matters
- Serving, if interested, as a member of any Standing or ad hoc Committee, with the right to vote
- Attending Board meetings on a regular basis
- Attending club events on a regular basis
Immediate Past President
The Immediate Past President of Club does not hold a formal position on the Board. However, the responsibilities of the Immediate Past President include, but are not limited to, the following:
- Serving as a resource to the President and to other Officers and Board members
- Assisting in maintaining institutional knowledge
- Maintaining relationships with local alumni and with partners of the Club (eg, sites for watch parties and other social events, vendors)
EXHIBIT B
DIRECTOR POSITIONS AND RESPONSIBILITIES
Each Director has a main focus related to one of the Standing Committees. Each Committee has at least one Director.
The responsibilities of Directors include, but are not limited to, the following:
- Planning a minimum of one event related to his/her Committee per year (exception: Director(s) of Communication/Social Media Committee, who performs ongoing administrative functions and marketing for all club events and initiatives throughout the year)
- Collecting feedback from event/initiative participants and reporting to the Board
- Serving as liaisons among the Club leadership, the membership, and the community at large
- Representing the diverse interests of the general membership
- Assisting the Officers in the administration of the Club and in volunteer identification and recruitment
- Attending Board meetings on a regular basis
- Attending Club events on a regular basis
EXHIBIT C
COMMITTEES
The Club has eight Standing Committees: (1) Cultural/Educational Events; (2) Social Events/Athletic Teams, (3) Community Service, (4) EMPOWER, (5) Student Relations/Scholarships, (6) U-M Sports Watch Parties, (7) Communications/Social Media, and (8) Development/Fundraising. In addition, an ad hoc Nominating Committee shall be formed each year prior to the Annual Meeting.
Non-Director members of the Club may be assigned to each of these committees, in numbers considered appropriate by the committee Director (or other chairperson) and the President.
The Director (or other chairperson) of each committee shall be responsible for submitting financial goals and 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.
The Director (or other chairperson) of each committee shall ensure that at least one Board member is present at each event coordinated by that committee.
Standing Committees
- Cultural/Educational Events
- Planning and coordinating club events with a cultural or educational focus that align with AAUM’s brand values, including establishing financial and operational goals for such events
- Preparing communications to promote events, and forwarding to the Communications/Social Media committee in a time frame that allows effective marketing
- Social Events/Athletic Teams
- Planning and coordinating club events with a social focus that aligns with AAUM’s brand values, including establishing financial and operational goals for such events
- Creating and executing strategies to identify and welcome alumni who move to the club’s geographical area (eg, an annual Welcome Event)
- Identifying athletic teams or events in which alumni can participate (eg, Houston Parks and Recreation Department Kickball, Fun Runs), organizing teams, and coordinating events
- Preparing communications to promote events, and forwarding to the Communications/Social Media committee in a time frame that allows effective marketing
- Community Service
- Planning and coordinating local community service events
- Preparing communications to promote events, and forwarding to the Communications/Social Media committee in a time frame that allows effective marketing
- EMPOWER
- Planning and coordinating club events with a focus on networking/mentoring/community service among young professional alumni that aligns with AAUM’s brand values, including establishing financial and operational goals for such events
- Preparing communications to promote events and initiatives, and forwarding to the Communications/Social Media committee in a time frame that allows effective marketing
- Student Relations/Scholarships
- Assisting the U-M Office of Undergraduate Admissions in recruiting students from the club’s geographical area
- Developing and coordinating an Admitted Student Reception for Houston-area students admitted to U-M as freshmen for the fall semester
- Developing and coordinating a Student Send-Off Event for newly enrolled and returning students from the Houston area
- Preparing communications to promote student-related events, and forwarding to the Communications/Social Media committee in a time frame that allows effective marketing
- Updating scholarship application materials on a yearly basis, distributing application materials to eligible students, and coordinating the review process to select award recipients
- Preparing announcements of scholarship winners and forwarding to the Communications/Social Media committee
- Working with the Treasurer and the U-M Office of Financial Aid to arrange transfer of scholarship awards to each awardee’s Student Account
- U-M Sports Watch Parties
- Recommending locations for the current year’s parties based on feedback from the attendees of the previous year’s parties and the Board
- Serving as the primary contact for managers at each watch party location, and for alumni attendees
- Preparing communications to promote events, and forwarding to the Communications/Social Media committee in a time frame that allows effective marketing
- As noted above, ensuring that at least one Board member is present at each watch party
- Communications/Social Media
- Drafting and sending the Club newsletter or other email to Club members/subscribers at least twice each month
- Monitoring the Club’s email inbox and responding within a reasonable time frame
- Cooperating with any marketing and communications initiatives from AAUM
- Maintaining the Club’s social media accounts (ie, Facebook, Instagram, LinkedIn), including drafting copy and engaging with constituents
- Proposing and executing strategies to promote events/initiatives and benefits of the Club and AAUM
- Assisting other Club committees with their promotional efforts
- Development/Fundraising
- Soliciting and presenting ideas for fundraising for the Club’s scholarship fund
- Planning and coordinating fundraising events and initiatives (eg, development and sale of Club-branded merchandise), including establishing financial and operational goals
- Preparing communications to promote fundraising events and initiatives, and forwarding to the Communications/Social Media committee in a time frame that allows effective marketing
ad hoc Committees
- Nominating Committee
- Soliciting nominees for Officer and Director positions by canvassing current Board members and by working with the Communications/Social Media committee to advertise leadership opportunities to the general membership
- Preparing a list of nominees to present to the Board prior the Annual Meeting, and then to the general membership at the Meeting