Articles of Incorporation and Bylaws

Articles of Incorporation – Adopted June 2022

Pursuant to the provisions of § 29–402.02 of the Code of the District of Columbia (Articles of Incorporation for Non-Profit Organizations) , the University of Michigan Club of Greater Washington, D.C. adopts the following revised Articles of Incorporation that supersede the original Articles of Incorporation and all prior amendments to said Articles.

Article One – NAME

The name of this Association is the University of Michigan Club of Greater Washington, D.C. (hereinafter “UMDC”).

Article Two – PURPOSE

UMDC‘s purpose is to promote the following goals, independently of and/or through cooperation with the University of Michigan and the Alumni Association of the University of Michigan (hereinafter “AAUM”):

1. Promote and advance the interests of the University of Michigan by fostering a spirit of loyalty among members of AAUM and UMDC.
2. Effect united action in promoting the general welfare of the University as an educational institution.
3. Provide a liaison to create closer fellowship among the alumni, friends, and the students of the University of Michigan.
4. Act as liaison between prospective University of Michigan students in secondary schools in the area and the University of Michigan.
5. Raise money and award need-based scholarships to Washington, D.C. area high school seniors to attend the University of Michigan.
6. Sponsor educational programs for Washington, D.C. area AAUM members.
7. Support charitable activities in the greater Washington, D.C. area.

Article Three – MEMBERSHIP

There shall be three classes of membership in UMDC:  Active, Associate and Honorary.

1. Active: UMDC members are dues-paying members of AAUM who either reside in the greater D.C. area, or choose to participate in UMDC from outside the greater Washington, D.C. area.
2. Associate: All greater Washington, D.C. area alumni and friends of the University of Michigan who are not dues-paying members of AAUM.
3. Honorary: The Board of Governors may select, as honorary UMDC members for life, those persons who have made a noteworthy contribution to the purposes of UMDC.

Only active members may vote and hold office.

Article Four – OFFICERS

Officers shall consist of a President, Vice President(s), Treasurer, and Secretary whose duties and terms of office are specified in the accompanying Bylaws (collectively, “Officers”). Officers shall be selected by the then existing Board of Governors and Officers (collective the “Board”) and affirmed by a membership vote at the Annual Meeting.  Selected Officers shall be nominated by the Nominating Committee and approved by the Board at the board meeting prior to the Annual Meeting (as identified in Article 7 – Meetings) and affirmed by a majority vote of the members at the Annual Meeting.

By a two-thirds majority vote, the Board may create up to two (2) additional officer positions in addition to those listed herein.  The President and Vice President nominees are required to be officers or Governors prior to their nomination.

Article Five – BOARD OF GOVERNORS

There shall be thirteen (13) Governors who assist Officers in governing UMDC.  Nine of the thirteen governors shall serve for a term of three years (staggered) and shall be eligible for reelection for an additional term or terms.  At each Annual Meeting, three governors shall be elected to succeed those three whose terms expire at that time. Three additional governor positions will be filled by local alumni of University schools: The Stephen M. Ross School of Business, the University of Michigan Law School, and the Gerald R. Ford School of Public Policy.  The thirteenth governor shall be a past President of the Club.

In the same manner as Officers, new Governors, including the school-specific Governors, shall be nominated by the Nominating Committee and approved by the Board prior to the Annual Meeting and affirmed by a majority vote of the members at the Annual Meeting.

Article Six – MEETINGS

An Annual Meeting of the Club shall be held prior to the start of the fiscal year for the election of Governors and Officers. All UMDC members are invited to the Annual Meeting (and guests are welcome).  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 a majority of the Board of Governors.  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.

Article Seven – BYLAWS

Bylaws may be adopted as deemed advisable for the governance of the UMDC by a majority vote of the Board.

Article Eight – AMENDMENT

These Articles of Incorporation may be amended by a majority vote of Active members at the Annual Meeting, or at other such time a vote is called for by two-thirds of the Board.  Proposals for amendment to these articles may only be made by a majority vote of the Board of Governors.  Notice of any and all proposed amendments shall be posted to the UMDC website and emailed to all active members at least two weeks before a general membership meeting at which time the amendments are to be considered.

Article Nine – DISSOLUTION

Upon the dissolution of UMDC, the Board of Governors shall, after paying or making provisions for the payment of all liabilities of UMDC, dispose of all UMDC assets, including the establishment of scholarships for students of the University of Michigan, in such a manner as defined by Section 501(C)(3) of the Internal Revenue Code, US law, Code of the District of Columbia, and/or AAUM rules, as determined by the UMDC Board of Governors.

Article Ten – INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES; INSURANCE

1. INDEMNIFICATION
   UMDC shall indemnify its Governors and Officers to the maximum extent permitted by law. Without limiting the foregoing, UMDC shall indemnify, to the fullest extent authorized or permitted by law, any person, and such person’s heirs and legal representatives, who is made or threatened to be a party to any action, suit or proceeding (whether civil, criminal, administrative or investigative) whether brought against, by, or in the right of UMDC or otherwise, by reason of the fact that such person is or was a Governor, Officer, or agent of UMDC or such person served on any formally constituted advisory body or committee of UMDC, or any such person served at the request of UMDC against expenses (including attorney’s fees), judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of UMDC and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the conduct was unlawful.
2. LIABILITY INSURANCE
   Notwithstanding the foregoing, the indemnification provided to any person described in Section A above shall be only in excess of any valid and collectible insurance or other source of indemnification available for the benefit of such person, including, without limitation, any benefit available under any insurance of UMDC, and no rights of subrogation are intended to be created hereby. Notwithstanding any limit on indemnification under applicable law, UMDC may purchase and maintain insurance on behalf of any person described in Section A above against any liability asserted against her or him or incurred by her or him in any capacity or arising out of her or his status as such, whether or not UMDC would otherwise have the power to indemnify under the circumstances.

BYLAWS

The University of Michigan Club of Greater Washington, D.C.

Section 1 – DUTIES OF GOVERNORS AND OFFICERS

President:  It shall be the duty of the President to call meetings of the Governors and Officers (referred to collectively as the “Board”) of UMDC, to supervise and coordinate the activities of UMDC, and to see that the Annual Meeting is held as called for by the Articles of Incorporation.  The President may, with a majority vote of the Board, appoint standing or temporary committees for UMDC, as well as chairpersons for those committees.  The President is the main liaison to the Alumni Association of the University of Michigan (AAUM).

Vice-President:  It shall be the duty of the Vice President to preside over the Board meetings when the President is absent or unavailable, and complete other tasks as assigned by the President.

Treasurer:  It shall be the duty of the Treasurer to receive all funds paid to UMDC, and to disburse money on orders/invoices properly authorized.  It shall also be the Treasurer’s responsibility to see that any substantial balances are appropriately invested and that scholarship funds are transferred to the Office of Financial Aid of the University of Michigan.  The Treasurer shall prepare an annual budget for the club, present monthly financial statements for the Board, and distribute an annual Treasurer’s Report at the Annual Meeting.  Refer to UMDC’s Financial Policies and Procedures for guidance on the disbursement of funds.

The Treasurer shall be responsible for working with a third-party accountant to prepare and file UMDC’s yearly taxes. A majority of the Board must approve the tax filing before submission to the IRS.

Secretary:  It shall be the duty of the Secretary to give notice to the Board of its meetings, to track attendance, keep a record of the proceedings of all Board meetings of UMDC, tally votes from the Board and general membership, distribute minutes to the Board, and provide, maintain and circulate current copies of UMDC’s Articles of Incorporation and Bylaws.

Governors:  The primary responsibility of UMDC Governors is to assist the Officers in the administration of UMDC.  Governors should serve as liaisons between the UMDC leadership and the membership and community at large.  Governorship requires attendance at Board meetings and a substantial contribution to the work of UMDC.  Attendance at Board meetings can be in-person, on the phone, via videoconference, or through any other media as approved by the President.  Specific duties and expectations include:

1. Regular (a minimum of 50%) attendance at Board meetings over a rolling 12 month period;
2. Regular attendance at UMDC events;
3. Service on at least one standing or special committee;
4. Providing assistance to Officers in formation and execution of UMDC policy; and
5. A current dues paying member of the Alumni Association of the University of Michigan

Governors should stand ready to assist in the leadership of UMDC as needed.

The Ross Business School, Law School, and Ford School Governors, in addition to the general Governor responsibilities listed above, will also be responsible for liasing with their respective local school-specific constituent societies and their schools at the University.

Resignation and Removal:  If a Governor or Officer should resign before his or her term ends, the President, with concurrence of a two-thirds vote of the current Board, may replace that Governor or Officer until the next election, at which time a replacement will be elected by the membership for the remainder of the unexpired term.

The Board may remove a Governor or Officer (i) Who does not meet the criteria set forth above in Section 1, or (ii) for good cause, by a vote of a majority of the Board.  The Governor or Officer will be notified by the President of the proposed removal, and provided an opportunity for a fair hearing prior to the vote at the next Board meeting.

Past President:  Serves on the Nominating Committee and is considered a voting member of the Board of Governors.

Honorary Governor:  A designation voted on by the majority of the Board of Governors to recognize individuals who have served UMDC and earned lifetime status.  Honorary Governors are not considered to be voting members of the Board of Governors.

Committee Chairs:  Communications, Programming, Community Service, Scholarship, Sports, Congressional Breakfast, Alumni School Recruitment, and Development (where chair positions may be held by one or two persons).

Section 2 – TERMS OF OFFICE FOR OFFICERS

The Officers are elected for a two-year term.  All Governors are elected for a three-year term with one-third standing election each year.

Committee Chairs are appointed for a one-year term and may be reappointed for additional terms.

Section 3 – QUORUM AND VOTING

1. Thirty-five (35) or more active members shall constitute a quorum sufficient to do business at any general membership meeting of UMDC, including the Annual Meeting.
2. A quorum for the Board shall consist of 50% of the Board to do business at any given meeting of the Board of Governors.  The Board of Governors may complete actions outside of official Board meetings, including approval of UMDC events. Actions by the Board must be by at least nine (9) Board members voting in the affirmative.  Voting by Internet, telephone or via proxy is permitted.

Section 4 – COMMITTEES

UMDC has eight (8) Standing Committees: (a) Nominating Committee; (b) Communications Committee; (c) Programming Committee; (d) Community Service Committee; (e) Scholarship Committee; (f) Sports Committee; (g) Congressional Breakfast Committee; and (h) Development Committee.  Board members are expected to chair or actively serve on at least one committee.  Non-Board members may be assigned to these committees in such numbers as the scope of the jobs at hand indicates.  The President, with the majority vote of the Board, may add standing or temporary committees as needed.

The Nominating Committee, subject to the approval of the Board of Governors, shall choose all committee chairs.

The Chair(s) for each committee then existing shall be responsible for submitting a budget to the Treasurer by July 31 of each year, said budget shall be consolidated and reviewed by the Board. The Board can approve, reject or propose modifications to the budget at the next board meeting following July 31 of each year.

Nominating Committee

The President shall chair this committee.  The Nominating Committee shall consist of the Chair, two other Board members and two Past Presidents.  It shall be its duty to present names to be voted on by the Board as vacancies on the Board occur during the year and to prepare a slate of nominees to serve as Governors and Officers for election prior to the Annual Meeting.  The slate of nominees must be approved by a majority of the Board prior to submission to the membership.  An affirmation ballot, with the aforesaid nominees for Governors and Officers shall be presented to those UMDC members attending the Annual Meeting.  Absent good cause, the Board shall elect those Governors and Officers receiving the majority of the ballots cast at the Annual Meeting.  The Nominating Committee may request the assistance of the Board in preparing the slate.

Communications Committee

Communications Chair(s):  The Communications Chair(s) shall oversee the Communications Committee and all its functions and shall act as the main liaison to the Alumni Association of the University of Michigan for all communications matters.

The duties of this Committee shall include but not be limited to the following:

1. Writing, editing and submitting copy for True Blue or other Alumni Association sponsored mailings.
2. Creation and distribution of regular UMDC e-mail newsletters and updates.
3. Assisting other committees with creation and execution of graphics, flyers, postcards, and other mailers.
4. Maintaining the UMDC website and social media accounts.
5. Other communications activities as agreed upon by the Board.

Programming Committee

Programming Chair(s):  The Programming Chair(s) oversees the Programming Committee and the Programming Sub-committee chairs to coordinate all of the programs following election to office.  The Chair(s) or committee members shall be responsible for forwarding information to the Communications Committee for all information on programs and other matters of interest to UMDC members.

The duties of the Programming Committee shall include but not be limited to the following:

1. Plan events for UMDC such as: speaker series, social gatherings, happy hours, networking receptions, arts and culture events, career development events, sports outings, and special events.
2. Ensure that the Communications Committee is informed of all events with sufficient time to make sure members are notified of events and encouraged to attend.

Community Service Committee

Community Service Chair(s): The Community Service Chair(s) oversees all community service activities following election to office. The Chair(s) or committee members shall be responsible for forwarding information to the Communications Committee for all information on community service activities.

The duties of the Community Service Committee shall include but not be limited to the following:

1. Plan and coordinate community volunteer events for UMDC.
2. Ensure that the Communications Committee is informed of all events with sufficient time to make sure members are notified of events and encouraged to attend.

Scholarship Committee

Scholarship Chair(s):  The Scholarship Chair(s) shall oversee the Scholarship Committee and all its functions and shall act as the main liaison to the Office of Financial Aid of the University of Michigan following election to office.

The duties of this Committee shall include but not be limited to the following:

1. The solicitation of qualified candidates in the greater Washington, D.C. area, based on the approved criteria, with input from the Office of Financial Aid of the University of Michigan; soliciting alumni to review applications; reviewing applications submitted from the candidates; and interviewing a list of finalists for scholarships or any other financial aid.
2. Subsequent to such interviews, selection of candidates to receive awards from the Scholarship Fund and presentation of those candidates to the Board.

Sports Committee

The duties of this Committee shall include but not be limited to the following:

1. The coordination of Michigan game watching events. This includes the identification of Michigan game watching venues, coordination with said venues, dissemination of information regarding the game watching events, and coordination of fundraising activities and apparel sales at game watching venues.
2. The coordination of UMDC’s participation in the Capitol Alumni Network (CAN) team sports programs, or other area team sports programs as agreed to by the Board.  Coaches for each team will be identified and approved by the Board.
3. The coordination and advertising of Michigan Athletics events in the greater Washington, D.C. area, and of opportunities for Washington, D.C. area alumni to travel to Michigan Athletics events outside of the greater Washington, D.C. area.

Congressional Breakfast Committee

The duties of this committee include:

1. Managing the planning and execution of the annual UMDC Congressional Breakfast, including logistics.
2. Coordinating with Congressional Breakfast Sponsorship Chairs for identification, outreach, and recruitment of sponsors.
3. Coordinating with the University of Michigan Washington, D.C. Office to issue invitations to Congressional offices.

Development Committee

The duties of committee include:

1. Manage UMDC’s overall fundraising efforts aside from the Congressional Breakfast and other committees’ event-specific fundraising efforts.
2. Provide input for fundraising related to the Congressional Breakfast.

Section 5 – ANNUAL MEMBERSHIP MEETING

Each year, UMDC shall hold an Annual Meeting of its membership.  The meeting will take place at such an hour or place as the Board may designate, proper notices being sent to active members at least two (2) weeks before the meeting. Such notice shall accompany the notice of the election of Governors and Officers and other matters as determined by the Board.  The quorum for an Annual Meeting shall be greater than a majority of the Board Members and at least thirty five (35) active UMDC members.

Section 6 – DUES

All dues are to be determined by the Alumni Association of the University of Michigan in Ann Arbor and paid to the Alumni Association of the University of Michigan in Ann Arbor directly by the member.  A member in good standing with the Alumni Association and who lives in the defined geographical area of UMDC is automatically considered to be an active member of UMDC.

Section 7 – MEETINGS OF THE BOARD

In addition to the Annual Meeting, there shall be at least six (6) meetings of the Board each year.  The President shall call a meeting of the Board for the purpose of organization within 60 days after election.

Members are welcome to attend Board meetings, but will have no voting rights at such meetings and may be excluded upon an affirmative vote by two-thirds of the Board members.

Section 8 – AMENDMENT OF BYLAWS

A simple majority vote by the Board shall be sufficient to amend these Bylaws.

Section 9 – MISCELLANEOUS

Fiscal Year:  The fiscal year of UMDC shall begin on July 1 of each year, and end on June 30 of the following year.

These amendments were adopted by a majority vote of eligible members at the general membership meeting of UMDC held on June 13, 2022 at which a quorum was present.

BY:

Alana Kuhn, President

Attest:

Natasha Dabrowski, Vice President