U OF M CLUB OF GRAND TRAVERSE
FIRST AMENDED AND RESTATED BYLAWS (effective 6/27/14)
ARTICLE I NAME
The name of this organization is the U of M Club of Grand Traverse (the Club).
ARTICLE II PURPOSE
The Club is formed to promote, in conjunction with the Alumni Association of the University of Michigan (AAUM): (i) fundraising and the distribution of scholarship funds to students (ii) participation in programs provided by the University of Michigan; (iii) active recruitment of qualified students to attend the University of Michigan; and (iv) foster fellowship among alumni, supporters and students of the University of Michigan. For the purpose of these Bylaws, Area Resident is defined to include residents of the five (5) county Grand Traverse Area which includes: Antrim, Benzie, Grand Traverse, Kalkaska and Leelanau Counties.
ARTICLE III MEMBERSHIP
A person is eligible to become a Member of the Association, if that person meets one of the following criteria: (A) He or she is an Area Resident and meets any one of the following qualifications: (i) is a graduate of the University of Michigan, or (ii) has attended the University of Michigan, or (iii) is connected with the University of Michigan, or (iv) has or has had children attend the University of Michigan, or; (B) He or she is not an Area Resident, but meets one of the above criteria, and is approved by a majority of the Club Board of Directors.
ARTICLE IV OFFICERS AND DIRECTORS
1.1. Governance. The Club shall be governed by a Board of Officers and Directors (the Club Board or Board) who are elected by the general membership at the Members’ Annual Meeting, which is generally held in May or June. All Officers and Directors of the Club are expected to be current dues paying Members of the AAUM.
1.2. Number of Officers and Directors. The Club Board shall consist of not more than 17 Nor less than 13 Members. At all times feasible, the Club Board shall include six (6) Officers: President, Past President, Vice President, Secretary, Treasurer, and Communications Director. The remaining Members of the Board shall be Directors at Large (Directors) who shall be chosen based upon criteria developed by the Board, from time to time. These criteria may be established or incorporated herein by addendum.
1.3. Officers. Club Officers are each elected for one (1) two (2) year term, except the “Past President” who shall serve a two year term immediately following his term as President. Officers may serve two (2) consecutive terms in the same office, except for the President, who may not consecutive terms. The President shall assume the office of Past President at the conclusion of his first term.
1.4. Directors. Club Directors shall be elected based upon the criteria developed by the Board pursuant to this Article, if any. Each Director shall be elected to a three (3) year term and may be re-elected for an additional 2 terms, but no Director may serve in that capacity for more than 11 years consecutively. The limitations herein shall not prohibit a Director from serving additional, non-consecutive terms.
1.5. Limitation. No Club Board Member may serve for longer than a maximum of fourteen (14) consecutive years on the Club Board (to include when a vacancy is filled.)
1.6. Resignation. Except for the office of Past President, if a Club Officer or a Club Director does not complete his term the President shall nominate a replacement, and the Board shall vote whether they approve the replacement. The Board may approve said nominee by majority vote of the Officers and Directors entitled to vote. a replacement Director or Officer approved pursuant to this provision shall serve the remainder of the term of the Director or Officer he is replaces. If the President does not complete her term, the Vice President shall assume the role of President, and any vacancy shall replaced pursuant to this Section and these Bylaws.
1.7. Duties. The duties of President, Vice President, Secretary and Treasurer shall be consistent with those commonly accepted for each role. Officers shall have special duties as determined by the Club Board from time to time. In addition, the Secretary shall have special duties as may be prescribed in these Bylaws. Current Club Officer and Club Director duties are more particularly described on Addendum A.
1.8. Nomination of Officers and Directors. New Officers and Directors shall be nominated by the Nominating Committee approximately four (4) weeks prior to the Club’s Annual Meeting. At the next Board meeting the Board may accept, reject, or modify the nominations, in its discretion, upon a vote of a majority of the Board in attendance when considered. Every nominee approved by the Board shall be recommended by the Board to the General Membership of the Club at its annual meeting held in May or June. Every nominee approved by a majority of the Members having casted a vote at the Annual Meeting shall be approved, affirmed and accepted as a member of the Board.
ARTICLE V COMMITTEES
The Club may establish committees from time to time, as deemed appropriate by the Board. Any committee established shall report to the President and the Board, or to another officer so designated by the Board. A committee should, whenever possible, include at least one Officer or Director as the Committee Chair. A Committee established may consist of as many Club Members, Officers, and Directors as approved by the President or his designee.
ARTICLE VI MEETINGS OF THE MEMBERSHIP
1.1. Meetings of the Full Membership. There shall be at least one meeting of the full club membership each year, one of which shall be the Club Annual Meeting.
1.2. Annual Meeting. The Annual Meeting of the Club Board shall be held in May or June each year, a specified date, time and location in Traverse City, Michigan or the surrounding area. Notice of the Annual Meeting shall be given according to the direction of the Board and President, or his designee. All Members in good standing may attend and cast votes at the Annual Meeting.. Notice of the Annual Meeting shall include the notice of the election of Club Officers and Club Directors.
1.3. Quorum. The business of the Club at the Annual Meeting or another meeting of the full membership may be conducted so long as a majority of the then existing Board are present.
1.4. Voting. At all meetings of the Members, each Member shall be entitled to one (1) vote upon each question that is properly submitted to a vote. Except as otherwise provided by these Bylaws, applicable law or in a notice of a meeting, the Members may vote in person or by means of an electronic transmission on a ballot submitted to the Members at least 7 days before the meeting is held. The deadline to cast votes electronically shall be the commencement of the meeting, unless otherwise determined by the Board.
1.5. Action Without a Meeting. Any action required or permitted by the Board to be taken at an annual or special meeting of Members may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action taken are signed and dated by the Members who have not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all Members entitled to vote on the action were present and voted. Prompt notice of the taking of the Club action without a meeting by less than unanimous written consent shall be given to the Members who have not consented in writing.
1.6. Electronic Transmission. An electronic transmission that consents to an action transmitted by a Member, or by a person authorized to act for the Member, is written, signed, and dated for the purposes of this section if the electronic transmission is delivered with information from which the Club can determine that the electronic transmission was transmitted by the Member, or by a person authorized to act for the Member, and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed for purposes of this section.
1.7. Action Other Than at Meetings. If all the Board Directors who at the time constitute the Board shall severally or collectively consent in writing to any action to be taken by the Club, such action shall be a valid action as though it had been authorized at a meeting of the Board. Such consent may be electronically submitted to the Club by any or all of the Directors.
1.8. Notice. Notwithstanding anything to the contrary contained in these Bylaws, whenever written notice or other written communication is required or permitted to be given to the Members, Directors or Officers, including, but not limited to, written notice of a meeting, “electronic transmission” shall constitute written notice. The notice or other communication is deemed to be given to an individual when such notice or other communication is electronically transmitted to such individual in a manner authorized by that individual. For purposes of these Bylaws, electronic transmission or electronically transmitted means any form of communication that meets all of the following: (i) it does not directly involve the physical transmission of paper; (ii) it creates a record that may be retained and retrieved by the recipient; and (iii) it may be directly reproduced in paper form by the recipient through an automated process.
ARTICLE VII MEETINGS OF THE BOARD
1.1. Meetings. The Club Board shall hold at least two meetings each year, in addition to any meeting of the full membership described in Section VI above. These Board meetings may be called when deemed necessary by the President or any three (3) Members of the Club Board. Notice of any meeting may be provided by email, or with mailed notice, provided such notice is given at least seven (7) days prior to that meeting to the Club Board Members and the general membership of the Club.
1.2. Voting by the Board. A quorum shall be present and the Board may conduct business when at least a majority of the Board is present at a meeting; provided that at least one of the Officers is present. Action taken by the Club Board must be by a majority of the quorum then present. The Board may conduct votes by electronic or phone conference, as necessary.
1.3. Conduct of Board Meetings. Club meetings shall be conducted as agreed upon by the Officers and Directors. In the event a dispute arises regarding procedure which is not quickly and amicably resolved, the Board shall consult and abide by Roberts Rules of Order.
ARTICLE VIII DUES
While no dues are required, Members are encouraged to become dues paying members of the Alumni Association of the University of Michigan at Ann Arbor. The Alumni Association provides a stipend for the Club’s operations based upon the number of dues paying Members and other stipulations as determined by AAUM.
ARTICLE IX BYLAWS The Bylaws shall be adopted for the governance of the Club by a majority of the Club Board. A majority of the Club Board shall be required to formally amend the Bylaws.
Adopted: June 27, 2014 Mary Gillett, Club Secretary
ADDENDUM A TO FIRST AMENDED AND RESTATED BYLAWS - OFFICER AND DIRECTOR POSITIONS
Officers. The responsibilities of the Club officers shall include but not be limited to the following: (i) set overall strategy for the Club; and (ii) initiate and lead efforts to revise Articles of Association, Bylaws, and Addendums as needed.
President. The President’s responsibilities include: (a) supervising and coordinating Club activities; (b) calling and presiding over regular and special meetings of the Board; (c) ensuring the holding of the Annual Meeting as called for by Club’s bylaws; (d) ensuring the completion of the Club Annual Report for the AAUM; (e) serving, if interested, as a Member of any standing or ad hoc committees for the Club and their respective chairpersons; and (f) serving as principal liaison with the University, the Alumni Association and other organizations.
Vice President. The Vice President’s responsibilities include: (a) presiding over the Club meetings in the absence of the President; (b) chairing the Nominating Committee; (c) ensuring that the term limits described in the Club Bylaws are adhered to by the Officers and Directors of the Board; (d) serving as a resource for the Chairs of the standing committees and participate in associated activities as needed; (e) assuming the duties of the President on an interim basis if the President is unable to complete his/her term; and (f) completing the Annual Report for the AAUM if assigned.
Secretary. The Secretary’s responsibilities include: (a) giving notice of the Club Board meetings; (b) taking and distributing meeting minutes at Board and special meetings; (c) maintaining a permanent record of all Club proceedings; (d) tallying votes from the Board and general membership; (e) maintaining and circulating the current Articles of Association, Bylaws and Addendums of the Club; and (f) taking attendance at Club Board meetings.
Treasurer. The Treasurer’s responsibilities include: (a) receiving all funds paid to the Club; (b) disbursing money on properly authorized orders/invoices; (c) maintaining the permanent record of all financial matters; (d) preparing a Treasurer’s Report on the status of the operating and scholarship funds for all meetings of the Board, including the Annual meeting; (e) preparing a final report for the prior fiscal year and submitting such report to the Board; (f) transferring funds to the Office of Financial Aid of the University of Michigan; (g) transferring financial records to the incoming treasurer no later than the Annual Meeting; (h) assisting in preparation of event-based budgets and related record keeping; (i) serving as a resource for the Director(s) of Scholarship Awards & Student Relations; (j) fundraising, participating in associated activities as needed; (k) preparing an annual budget; and (l) overseeing risk management and insurance.
Communications Director. The Communications Director shall be responsible for coordinating communication from the Club to its Members, and the public at large. The Communications Director shall report to the President and the Board, or their designee. This includes postal mail, electronic communications, press communications, social media, and any other relevant means to promote the Club’s activities and operations.
Past President. The Past President’s primary responsibility is to contribute his knowledge and wisdom to the Officers and Directors, and to be present at appearances, meetings, and functions associated with the Club when the President is unable to attend.
Directors. Club Directors’ responsibilities include: (a) serve as liaisons among the Club leadership, the membership, and the community at large; (b) represent the diverse interests of the general membership; (c) assist the Officers in the administration of the Club and in volunteer identification and recruitment; (d) attend Board meetings on a regular basis; (e) attend Club events on a regular basis; and (f) to chair specific committee, or to take the lead role in the coordination of a specific event or project that may be assigned by the Club Board or President.