U-M Club of Sarasota | Manatee: Club Bylaws - Alumni Association of the University of Michigan

U-M CLUB OF SARASOTA | MANATEE BYLAWS

ADOPTED BY THE BOARD OF DIRECTORS

August 2023

ARTICLE I: NAME & PURPOSE

Section 1: Name

The name of this organization is the University of Michigan Club of Sarasota and Manatee Counties (hereinafter, the “Club”).

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.

Section 2: Mission and Purpose

The club’s mission is to:

Provide U-M alumni and supporters in Sarasota and Manatee counties with a local connection to the university.
Sponsor events that allow members to interact and socialize
Support local students attending U-M.
Provide opportunities for networking in the local job market.
Encourage qualified young people to attend U-M.
Work with AAUM to promote the best interests of the university.

The club’s purpose is to:

Sponsor events that achieve our mission and provide an enjoyable experience for club members
Raise funds for scholarships and award scholarships to future U-M students.

ARTICLE II: MEMBERSHIP

Section 1: Membership Qualifications

Membership includes all members of the AAUM in the Club’s geographic area as determined by the AAUM. In addition, all Scholarship Fund donors, U-M alumni, U-M students, parents, those who have been officially connected with the U-M and friends of the U-M in the Club’s geographic area are considered members of the Club. All Club members may attend Club events and activities upon payment of the published charges. All Club members are eligible to vote on Club business matters, as determined by the Board of Directors.

Section 2: Annual Meeting of Members

An annual meeting of the Club’s members (the “Annual Meeting”) shall take place in the month of March or April, the specific date, time, and location 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 receive reports on the activities of the Club. After the election of the Directors, the current President will convene a brief meeting of the new Board of Directors, following the Annual Meeting, to elect the Officers of the Club from the Board of Directors 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. Written notice of the Annual Meeting shall be delivered to Club members via an email using the Club’s AAUM distribution list at least 15 (fifteen) days prior to the meeting. This notice should indicate that the election of directors will take place at the meeting and that all Club 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 may have up to twelve (12) Directors, including the four Officers of the Board. All Board members should be members of the AAUM.

All Directors are required to be Club 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. The Officers’ responsibilities include setting overall strategy for the Club and leading efforts to revise these Bylaws, as needed.

Section 3: Term of Office

Directors are elected for an initial two-year term and may be re-elected for two additional two-year terms for a total of 6 (six) consecutive years. Officers are elected for an initial 1 (one) year term and may be re-elected for 3 (three) additional 1 (one) year terms for a total of 4 (four) consecutive years in a single office. Directors, including Officers, shall not serve more than six consecutive years on the Club’s Board. Following six consecutive years of service, a Director must take a mandatory sabbatical year off prior to being re-elected as a Director.

Section 4: Elections

The Club’s Nominating Committee shall be responsible for nominating a slate of prospective Directors and Officers representing the Club’s diverse constituency. Any Club member may also nominate a candidate to the slate of nominees. The slate of nominees shall be presented to the Club members in attendance at the Annual Meeting. 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. Six (6) Directors shall be elected in even years and six (6) Directors shall be elected in odd years. 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. 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. 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. 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. Notice to the Director shall be in writing (sent via email to the Director’s last known email 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 be deemed to have resigned.

Section 8: Vacancies

Should a vacancy occur on the Board, the President, with the concurrence of the Board, may appoint a member of the Club to serve out the remaining 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 at least one Director.

Section 2: Standing Committees

The Club’s present standing committees include: (1) the Nominating Committee; (2) the Communication Committee; (3) the Membership Committee; (4) the Event Committee, (5) Fundraising Committee; and (6) the Scholarship Committee.

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: CHARGES, FISCAL YEAR AND PROCEDURES

Section 1: Charges

The Board of Directors may set charges in order to maintain the financial stability of the Club and to cover costs related to Club events and activities.

Section 2: 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 3: 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 all official material to their successors within ten (10) days following the expiration of their term in office.

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 the meeting notice.

August 1, 2023
EXHIBIT A

OFFICER RESPONSIBILITIES

PRESIDENT

The President’s responsibilities may include, but are not limited to, the following:

Supervising and coordinating the Club’s activities
Scheduling and conducting regular and special meetings of the Board
Scheduling and conducting the Annual Meeting, as specified in the Bylaws
Ensuring the completion of the Club’s annual report and submitting it to AAUM
Ensuring Scholarship Committee recommendations (student names and amounts) are presented to the Board and approved with a majority vote of the Board
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 may 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 Club committees and participating in associated activities as needed.

SECRETARY

The Secretary’s responsibilities may include, but are not limited to, the following:

Providing written notice of Board meetings, as indicated in the Bylaws
Recording and distributing meeting minutes
Tallying votes at regular and special Board meetings, the Annual Meeting, and any special member meetings
Maintaining minutes of meetings of the Board, its committees, and the Club’s members
Maintaining and circulating the Club’s current Bylaws

TREASURER

The Treasurer’s responsibilities may include, but are not limited to, the following:

Receiving all funds paid to the Club and depositing them within three business days
Disbursing money for properly authorized orders or invoices within three business days
Appropriately investing any substantial balances of funds with Board approval
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
Maintaining correct and complete books and records of account

EXHIBIT B

COMMITTEES

The Club has five standing committees: (1) the Membership Committee; (2) the Events Committee; (3) Fundraising Committee; (4) the Communication Committee; and (5) the Marketing 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 Club committee shall be responsible for:

Proactively setting goals and action plans with the committee
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 of Directors.
Recruiting committee members and regularly communicating with them
Facilitating committee meetings and/or conference calls
Providing a monthly summary to the Board president summarizing current activities
Attending Board meetings as needed

Membership Committee