Articles of Association
University of Michigan Club of Louisville
Adopted April 9, 2013
Article One – NAME
The name of this organization is the University of Michigan Club of Louisville hereinafter referred to as the UM Club of Louisville.
Article Two – PURPOSE
The UM Club of Louisville is an affiliate of, and chartered by, the Alumni Association of the University of Michigan (AAUM), an educational, non-profit membership organization (501c3) of graduates and friends of the University of Michigan. The club and AAUM bring alumni together to support and promote the objectives of the University of Michigan through the establishment and maintenance of contact with the University, its graduates, and present and prospective students.
Article Three – MEMBERSHIP
UM Club of Louisville membership is a benefit of membership in AAUM without additional payment of dues. The classes of AAUM membership are:
- Regular members who consist of all those who have been regularly enrolled in a degree granting program at 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.
Article Four – OFFICERS & Directors
The UM Club of Louisville shall be governed by a Board of Officers and Directors (hereinafter the “Board”) who are elected every other year in even numbered years (hereinafter an “Election Year”) by the general membership at the Annual Meeting held in the summer of such Election Year.
Officers and Directors are expected to be current dues paying members of the Alumni Association of the University of Michigan or become paying members within 1 month of taking office.
Article Five – ELECTION OF OFFICERS & DIRECTORS
New Officers and Directors shall be nominated by the Nominating Committee and presented to the Board for approval by a majority vote of the Board members present at the regular Board meeting prior to the Annual Meeting in each Election Year. The nominations shall be affirmed by a majority vote of the general members at the summer Annual Meeting in each Election Year.
The members of the Board shall be drawn from the membership of the UM Club of Louisville, who are members of the AAUM. The Board shall consist of the following:
- Five Officers: President, Vice President, Secretary, Treasurer, and Immediate Past President, who shall serve as Board Members and whose general responsibilities are listed in Addendum A.
- Four non-officer Directors (hereinafter “At-Large Directors”) whose general responsibilities are listed in Addendum B.
- With the exception of the positions of President and Vice President, an individual may run for and, if elected, hold up to two officer positions. In this event, a fifth At-Large Director shall be elected to maintain the Board size at nine members.
- If an Immediate Past President is not available, the Board may designate an additional Director position to serve if necessary. In that event, the Director designated as Chair of the Programming Committee shall serve as an ex-officio Officer.
Article Six – FUNDING
The UM Club of Louisville shall be funded by AAUM returning to the Club a dollar amount, consistent with other U-M local alumni clubs of similar size, for each dues-paying member who resides in metro Louisville and Kentuckiana area. The monetary transfer shall take place in July of each year.
The Club may, at its own discretion, raise supplemental funds through solicitation of donations, sale of merchandise, raffles, and other fund-raising events. For ticketed club events, the club reserves the right to establish a two-tier pricing policy which allows the club, in its discretion, to charge individuals who are not members of the club an additional amount for each ticket, the amount of which will be established and approved by the Board in advance for each event.
Club funds shall be maintained and distributed in a non-profit manner consistent with the club purpose as described above in Article Two.
Article Seven – BYLAWS
The Bylaws shall be adopted for the governance of the UM Club of Louisville by a majority of the Board.
Article Eight – EFFECTIVE DATE
The Articles and Bylaws shall become effective April 9, 2013
Article Nine – 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 Louisville
Adopted April 9, 2013, as Amended and Restated February 6, 2014
Section One – TERMS OF OFFICE FOR OFFICERS & DIRECTORS
UM Club of Louisville Officers are elected for a two year term and may be re-elected for one additional term for a total of four consecutive years of service in a single office. The Immediate Past President position shall be held by the most recent past president, if available, and shall not stand for election.
UM Club of Louisville Directors are elected for a two year term and may be re-elected for one additional term for a total of four consecutive years of service on the Board.
No Officer may serve for longer than a maximum of ten consecutive years as an Officer. In the event an Immediate Past President has reached the ten consecutive years limit, they may serve one additional term and shall not be eligible for nomination as an Officer at the next election.
Officers and Directors shall adhere to all term limits as required. If a suitable nominee cannot be named by the Nominating Committee, a term-limited Officer (not an Immediate Past President) or Director may be re-nominated for an additional term if necessary. A nomination circumventing stated term limits shall require unanimous approval from the Nominating Committee and two-thirds majority approval from Board after a quorum has been established. Quorum for re-nomination of a term-limited Officer or Director shall consist of no less than three-quarters of Board members.
If an Officer or Director should resign before the end or be unable to complete their term of office, the President, with concurrence of a majority of the Board, may replace that position for the remainder of the un-expired term until the next election, at which time a replacement will be selected by utilizing the nomination and selection process outlined above.
If the President resigns before the end of their term, the Vice-President shall assume the role of President, and with concurrence of a majority of the Board, may replace the Vice President for the remainder of the un-expired term until the next election, at which time a replacement will be selected by utilizing the nomination and selection process outlined above.
An Officer or Director may be removed from office if they fail to uphold their responsibilities. This may include, but is not limited to, failure to attend meetings of the UM Club of Louisville or failure to fulfill the duties of the office as defined in these Bylaws.
In order to remove an Officer or Director, a signed, written letter must be submitted to the Board. The Officer/Director in question shall be notified by the Board within seventy-two hours of the receipt of the letter. A hearing shall be held at the next regular Board meeting held at least two weeks subsequent to the receipt of the letter, at which time the Officer/Director shall have the opportunity to present his/her defense. The Officer/Director shall be removed from office by a two-thirds (2/3) majority vote of the Board members present after a quorum has been established. Quorum for removal shall consist of no less than three-quarters (3/4) of Board members.
Section Two – QUORUM & VOTING
A quorum for the Board shall consist of a minimum of five Board members with at least two Officers in attendance, one of whom must be the President or Vice-President. Action by the Board must be by a majority of the quorum. Each Officer or Director shall be entitled to one vote.
Section Three – BOARD MEETINGS
There shall be at least six meetings of the Board each year. Additional meetings of the Board may be called when deemed necessary by the President or any three members of the Board. Notice of such meeting may be provided by email, or with mailed notice, provided such notice is given at least seven days prior to said meeting.
Action by the Board without Meeting: Any action that is permitted to be taken at any meeting of the Board of Directors (with the exception of removal of an Officer) may be taken without a meeting if at least a majority of the Board consents to or approves of the action. Consent may be in written form, such as email, or verbally, including by telephone, so long as verbal consent is documented in writing by the Secretary, and such written consent, either by email or documentation by the Secretary, is filed with the minutes of the proceedings of the Board. Such consent shall have the same force and effect as a majority vote of the Board of Directors.
Section Four – ANNUAL MEETING OF MEMBERS
The Annual Meeting of Members shall be held at a specified date, time, and location in the summer of each year as the Board or President may designate with proper notice being sent to all members at least fourteen days prior to the meeting. Any member in good standing may attend and have the privilege of one vote on matters before the members. All non-members and guests are welcome to attend without a vote. In each Election Year, such notice shall accompany the notice of the election of Officers and Directors.
Section Five – COMMITTEES
UM Club of Louisville has three standing committees: Nominating, Programming, and Scholarship/Student Relations. General responsibilities for these committees are listed in the accompanying addendum.
Section Six – BANK ACCOUNTS & SIGNING AUTHORITY
The Board shall approve the establishment of any new or additional bank accounts. The President or the Treasurer shall have the power to make, sign and endorse and accept for and on behalf and in the name of the UM Club of Louisville drafts and checks in the regular course of business of the UM Club of Louisville. In addition, the President, from time to time, may designate in writing up to an additional two (2) persons (Additional Authorized Signors) who shall be authorized signors and endorsers with respect to bank accounts of the UM Club of Louisville. Any Additional Authorized Signor must be either an Officer or Director of the UM Club of Louisville. Any drafts or checks drawn or written on behalf of the UM Club of Louisville in the amount of $500 or more shall bear the signatures of two authorized signors. All bank accounts for the UM Club of Louisville shall carry signature cards containing the signatures of the President, Treasurer, and any Additional Authorized Signors with authority to write and endorse drafts or checks for the UM Club of Louisville account
Section Seven – RULES OF ORDER
Roberts Rules of Order, or any other set of Rules of Order duly adopted by a majority of the Board, shall govern parliamentary procedure in the UM Club of Louisville meetings.
Section Eight – AMENDENT OF BYLAWS
A majority vote by the Board is required to amend the Bylaws.
Addendums
UM Club of Louisville
Adopted April 9, 2013
Addendum (A)
Officer & Director Positions
Officers
The responsibilities of the UM Club of Louisville Officers shall include but not be limited to the following:
- Set overall strategy for the UM Club of Louisville
- Lead efforts to revise Articles of Association, Bylaws, and Addendums as needed
President
The President’s responsibilities include:
- Supervising and coordinating UM Club of Louisville activities
- Calling and presiding over regular and special meetings of the Board
- Ensuring the holding of the Annual Meeting as called for by club’s bylaws
- Ensuring the completion of the UM Club of Louisville Annual Report for the AAUM
- Serving as principal liaison between the UM Club of Louisville and the University, the Alumni Association, and club members
- Acting as a liaison with all other Louisville-based alumni groups, as well as other AAUM Clubs and Affiliate Groups
- Creating strategies, with the Alumni Association, to market the value proposition of membership to members
- Leading Board recruitment efforts to identify volunteers to serve on committees and to join the Board
- Serving, if interested, as a member of any standing or ad hoc committee, with the right to vote
- Appointing, with the majority vote of the Board, standing or ad hoc committees for the UM Club of Louisville and their respective chairpersons
Vice President
The Vice President’s responsibilities include:
- Presiding over the UM Club of Louisville meetings in the absence of the President
- Chairing the Nominating Committee
- Supervising the club’s elections of Officers and Directors
- Coordinating the club’s communication tools such as the email listserv, club website, social media, and other resources (or delegating to other Board members as needed) including:
- Writing text for the UM Club of Louisville website, listserv messages and Regional e-True Blue
- Managing and updating the content of the website and social networking pages as requested by the Board
- Updating alumni information for the UM Club of Louisville on a regular basis
- Running queries to download alumni information
- Updating and maintaining the club’s listserv
- Completing the Annual Report for the AAUM with the help of other officers as needed
- Ensuring that the term limits described in the UM Club of Louisville bylaws are adhered to by the Officers and Directors of the Board
- Serving as a resource for the Chairs of all committees and participating in associated activities as needed
- Assuming the duties of the President on an interim basis if the President is unable to complete his/her term
Secretary
The Secretary’s responsibilities include:
- Giving notice of the UM Club of Louisville Board meetings
- Taking and distributing meeting minutes at Board and special meetings
- Maintaining a permanent record of all UM Club of Louisville proceedings
- Tallying votes from the Board and general membership
- Maintaining and circulating the current Articles of Association, Bylaws and Addendums of the UM Club of Louisville
- Taking attendance at UM Club of Louisville Board meetings
Treasurer
The Treasurer’s responsibilities include:
- Receiving all funds paid to the UM Club of Louisville
- Disbursing money on properly authorized orders/invoices
- Maintaining the permanent record of all financial matters
- Preparing a Treasurer’s Report on the status of the operating and scholarship funds for all meetings of the Board, including the Annual Meeting
- Preparing a final report for the prior fiscal year and submitting such report to the Board
- Transferring funds to the Office of Financial Aid of the University of Michigan
- Transferring financial records to the incoming Treasurer no later than one month following the election of such incoming Treasurer and/or leaving office
- Assisting in preparation of event-based budgets and related record keeping
- Serving as a resource for the Director(s) of (1) Scholarship Awards & Student Relations and (2) Fundraising, participating in associated activities as needed
- Serving as a resource for the Chairs of all committees and participating in associated activities as needed
Immediate Past President
The Immediate Past President’s responsibilities include:
- Managing the transition of responsibilities and Club materials to the newly elected President
- Providing guidance to new Board members on their roles and responsibilities
- Serving, if interested, as a member of any standing or ad hoc committee
Addendum (B)
Directors
Directors’s responsibilities include:
- Serving as liaisons among the UM Club of Louisville leadership, the membership, and the community at large
- Representing the diverse interests of the general membership
- Assisting the Officers in the administration of the UM Club of Louisville and in volunteer identification and recruitment
- Attending Board meetings on a regular basis
- Attending club events on a regular basis
- Contributing to the work of at least one standing or ad hoc committee
- Recruiting and selecting other members to assist them on their committee
Addendum (C)
Committees
The Chair(s) for each committee shall be responsible for submitting financial goals, including budgets, in writing to the Treasurer throughout each fiscal year. The financial goals are to be reviewed and rejected, accepted, or accepted with modifications by the Board.
Standing Committees
Nominating Committee
The Nominating Committee will form each Spring in an Election Year and conclude its responsibilities at the Annual Meeting of Members in such Election Year. Promptly after formation of the Nominating Committee, the Vice President shall communicate the composition of the Nominating Committee to the Board. The responsibilities of the Nominating Committee include:
- Soliciting nominees for Officer and Director positions by canvassing current board members and collaborating to develop a strategy to make opportunities for leadership known to the general membership
- Developing an application process and timetable for nominations
- Presenting a slate of nominees, through the Vice President as Chair of the Nominating Committee, to the Board of Directors for Officer and Director positions
Programming Committee
The responsibilities of the Programming Committee and the Programming Chair include:
- Leading the UM Club of Louisville programming meetings, scheduled regularly, where a diverse calendar of events for the fiscal year (July 1 – June 30) are identified
- Presenting the proposed calendar of events to the Board for approval at regular Board meetings
- Planning, arranging and coordinating events for the UM Club of Louisville
- Establishing financial and operational objectives for UM Club of Louisville events
- Planning an annual welcoming event each August or September for new members
- Ensuring event sign-in sheets, AAUM membership materials, and volunteer sign-up sheets are available at all club events
- Ensuring that the Vice President (or delegated Director) is informed of all events with sufficient time to make sure members are notified of events and encouraged to attend
- Collecting informal feedback from event attendees and informing the Board of “lessons learned” from each event
- Ensuring that at least one representative on the Programming Committee attends events planned by the committee
Scholarships / Student Relations Committee
The responsibilities of the Scholarship/Student Relations Committee include:
- The Committee shall include co-chairs for Student Relations and Scholarship
- Assisting in the recruiting of students for the University of Michigan
- Attending college fairs at local high schools
- Recruiting volunteers for the Alumni Association’s adopt-a-school program
- Contacting high school guidance counselors within the UM Club of Louisville area
- Developing and coordinating a student send-off reception for newly admitted students, information sessions, and a “conversion” party for accepted students
- Compiling contact information for current and accepted UM students in the Louisville area
- Awarding scholarships to students from the Louisville area
- Serving as liaison to the UM Office of Financial Aid
Special Committees
Ad Hoc Committees
Other committees may be formed and chairpersons named by majority vote of the Board. The chairperson of these committees will not have a vote on the Board unless otherwise a current Board Member.