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

University of Michigan Club of Portland

Adopted July 23, 2015; Last Revised September 17, 2024

ARTICLE I: NAME & PURPOSE

Section 1: Name

The name of this organization is the University of Michigan Club of Portland (hereinafter, the “Club”).

Section 2: Purpose

The Club is an affiliate of 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

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 exclusive of AAUM. U-M alumni, U-M students and their parents, and other supporters of U-M who are not AAUM members are welcome and encouraged to participate in most club activity, though they are not entitled to vote on club business.

Section 2: Annual Meeting of Members

An annual meeting of the Club’s members (the “Annual Meeting”) shall take place within one month of the fiscal year end, unless extended by the Board. The specific date, time, and location of which shall be 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 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 Role

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. The Board shall have 20 directors or less, including the four officers of the Board.

All directors are encouraged 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 (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 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. Officers shall be AAUM members for the duration of their term. 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

All Directors and Officers will be elected at the Club’s Annual Meeting, or by the Board in between meetings, for one year terms. The Club operating year matches the fiscal year and terms begin at the conclusion of the Annual Meeting or Board vote. There are no term limits for Directors. Officers may serve for up to three years in any one position and no more than six consecutive years as an Officer. Enforcement of these term limits shall be dependent on the Board’s ability to identify willing and qualified successors.

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. Directors shall be elected each year.

The Club’s Nominating Committee shall be responsible for presenting 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 verbally, and voting conducted by acclamation.

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 at least quarterly at a time and place designated by the President. 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. Any proposed amendment of these bylaws shall be stated in said notice.

Special meetings of the Board may also be called upon the request of the President or one-third of the directors. Written notice including the date, time, location and purpose of the meeting, shall be delivered to each director at least seven days prior to the meeting. No business shall be transacted except that for which the special meeting has been called.

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.

Section 8: Vacancies

When a vacancy on the Board exists mid-term, a majority of the Board may vote to fill the vacancy until the next Annual Meeting. 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.

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: (club committees)

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 in collaboration with the President.
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 six standing committees: (1) the Nominating Committee; (2) the Marketing & Communications Committee; (3) the Programming Committee; (4) the Membership Committee, (5) the Scholarship Committee and (6) the 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.

Nominating Committee