ARTICLES OF ASSOCIATION
(Insert club name)
Adopted (insert date)
Article One - NAME
The name of this organization is the (insert club name), hereinafter referred to as (insert club initials).
Article Two – PURPOSE
club name) is an affiliate of, and chartered by, the Alumni
Association of the University of Michigan (AAUM), an educational, non-profit
membership organization of graduates and friends of the
Article Three – MEMBERSHIP
(Insert club name) 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.
members who consist of all persons, excluding those qualified as regular
members, who have shown an active or vital interest in the
Article Four - AMENDMENT OF ARTICLES OF ASSOCIATION
A majority vote by the Board is required to amend the Articles of Association.
(Insert club name)
Adopted (insert date)
(These model bylaws are intended as illustrative only and neither the bylaws themselves nor any portion thereof should be utilized without a full review of their suitability in light of the particular facts known to your Club or the person preparing your bylaws, including a review to assure compliance with your state’s laws, rules and regulations governing non-profit organizations.)
Section One – OFFICERS AND DIRECTORS
The (insert club name) shall be governed by a Board of Officers and Directors (hereinafter the “Board”) who are elected by the general membership at the (insert month) Annual Meeting.
Officers and Directors are expected to be current dues
paying members of the Alumni Association of the
Section Two – ELECTION OF OFFICERS AND DIRECTORS
New Officers and Directors shall be nominated by the Nominating Committee (insert number) weeks prior to the (insert month) Annual Meeting and presented to the Board for approval by a majority vote of the Board members present at the (insert month of board meeting that proceeds the annual meeting) Board meeting. The nominations shall be affirmed by a majority vote of the general members at the (insert month) Annual Meeting.
The members of the Board shall be drawn from the membership of the (insert club name), who are members of the AAUM. The Board shall consist of the following:
· Four officers: President, Vice President, Secretary and Treasurer whose general responsibilities are listed in Addendum A.
· (Insert number) Directors whose general responsibilities are listed in Addendum B.
Section Three - TERMS OF OFFICE FOR OFFICERS AND DIRECTORS
(Insert club name) Officers are elected for a (insert number) year term and may be re-elected for (insert number) additional terms for a total of (insert number) consecutive years of service in a single office.
(Insert club name) Directors are elected for a (insert number) year term and may be re-elected for (insert number) additional terms for a total of (insert number) consecutive years of service on the Board.
No Board member, including both Officers and Directors, may serve for longer than a maximum of (insert number) years on the Board.
If an Officer or Director should resign before his or her term ends or be unable to complete his or her term of office, the President, with concurrence of a majority of the Board, may replace that Officer or Director 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 his or her 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.
Section Four - QUORUM AND VOTING
A quorum for the Board shall consist of a minimum of (insert number) Board members with at least (insert number) Officer(s) in attendance. Action by the Board must be by a majority of the quorum.
Section Five - COMMITTEES
(Insert club name) has (insert number) standing committees: (insert names of committees). General responsibilities for these committees are listed in the accompanying addendum.
Section Six - MEETINGS
The Annual Meeting of the Board shall be held at specified date, time, and location in (insert month) each year as the Board or President may designate with proper notice being sent to all members. Any member in good standing may attend. Such notice shall accompany the notice of the election of Officers and Directors.
There shall be at least (insert number) other meetings of the Board each year. Additional meetings of the Board may be called when deemed necessary by the President or any (insert number) members of the Board. Notice of such meeting may be provided by e-mail, or with mailed notice, provided such notice is given at least seven days prior to said meeting.
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 (insert club name) meetings.
Section Eight - BYLAWS
The Bylaws shall be adopted for the governance of the (insert club initials) by a majority of the Board. A majority vote by the Board is required to amend the Bylaws.
(Insert club name)
Adopted (insert date)
OFFICER AND DIRECTOR POSITIONS
The responsibilities of the (insert club name) officers shall include but not be limited to the following:
· Set overall strategy for the (insert club name)
· Lead efforts to revise Articles of Association, By-Laws, and Addendums as needed
The President’s responsibilities include:
· Supervising and coordinating (insert club name) 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 (insert club name) Annual Report for the AAUM
· Serving, if interested, as a member of any standing or ad hoc committee, with the right to vote
· Appointing, with a majority vote of the Board, standing or ad hoc committees for the (insert club name) and their respective chairpersons
· Serving as principal liaison with the University, the Alumni Association and other organizations
The Vice President’s responsibilities include:
· Presiding over the (insert club name) meetings in the absence of the President
· Chairing the Nominating Committee
· Ensuring that the term limits described in the (insert club name) bylaws are adhered to by the Officers and Directors of the Board
· Serving as a resource for the Chairs of the following committees: (list club committees here) 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
Additional responsibilities to consider for this position:
Larger clubs sometimes have more than one vice-president, each with different responsibilities related to chairing committees.
Some clubs list completing the Annual Report for the AAUM as a responsibility of the Vice President.
Some clubs require the Vice-President to automatically succeed the President when his/her term ends.
The Secretary’s responsibilities include:
· Giving notice of the (insert club name) Board meetings
· Taking and distributing meeting minutes at Board and special meetings
· Maintaining a permanent record of all (insert club name) proceedings
· Tallying votes from the Board and general membership
· Maintaining and circulating the current Articles of Association, Bylaws and Addendums of the (insert club name)
· Taking attendance at (insert club name) Board meetings
Additional responsibilities to consider for this position:
Some clubs list completing the Annual Report for the AAUM as a responsibility of the Secretary
Some clubs list serving as a resource for the MAC Database Administrator, Contributing
Editor(s) and Web Site Administrator as a Secretary’s responsibility.
Supervising the club’s annual election is sometimes listed as the Secretary’s responsibility.
The Treasurer’s responsibilities include:
· Receiving all funds paid to the (insert club name)
· 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
· Transferring financial records to the current treasurer no later than the (insert date) Board Meeting
· 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
Larger clubs that have their own 501(c)3 or 501(c)7 status often include these additional responsibilities as Treasurer’s responsibilities:
Preparing and filing an annual tax return
Chairing the Investments or Finance Committee and overseeing its functions, including the appropriate investment of funds
Preparing an annual budget with the assistance of the Finance Committee
Overseeing risk management and insurance.
Maintaining the club’s non-profit tax status
Directors’ responsibilities include:
· Serving as liaisons among the (insert club name) leadership, the membership, and the community at large
· Representing the diverse interests of the general membership
· Assisting the Officers in the administration of the (insert club name) 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
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.
Marketing and Communications Committee
Members of this committee include the MAC Database Administrator, Website Administrator, and Contributing Editor. The responsibilities of the Marketing and Communications Committee include coordinating the communication and marketing strategies for the (insert club name) and assisting other committees with creation and execution of flyers, postcards, and other mailers.
Website Administrator responsibilities include:
· Managing and updating the content of the website as requested by the Board and the Contributing Editor
Contributing Editor responsibilities include:
· Writing text for the (insert club name) website, listserv messages and Regional e-TrueBlue
· Submitting (insert club name) monthly submissions to Regional e-TrueBlue
· Submitting information for the AAUM website event calendar
· Writing text for and coordinating supplemental and other AAUM sponsored paper mailings
Michigan Alumni Connections (MAC) Database Administrator responsibilities include:
· Updating alumni information for the (insert club name) on a regular basis
· Running queries to download alumni information
· Updating and maintaining the club’s listserv
The responsibilities of the Membership Committee include:
· Creating and executing strategies to welcome alumni moving to the (insert club name) area
· Planning, with the Programming Committee, an annual welcoming event each August or September for new members
· Creating and executing strategies to welcome relocating alumni to the club’s area
· 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
· Insuring that at least one representative on the committee attends events that are planned by the committee
· Insuring that AAUM membership materials and volunteer sign-up sheets are available at (insert club name) events
The responsibilities of the Nominating Committee include:
· Soliciting nominees for Officer and Director positions by canvassing current board members and collaborating with the Marketing and Communications Committee to develop a strategy to make opportunities for leadership known to the general membership
· Presenting a slate of nominees, through the Vice President who serves as chair of the Nominating Committee, to the Board of Directors for Officer and Director positions.
The responsibilities of the Programming Committee include:
· Leading the (insert club name) Programs Planning meeting, scheduled annually in (insert month), 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 the (insert month) Board meeting
· Planning, arranging and coordinating events for the (insert club name)
· Establishing financial and operational objectives for (insert club name) events
· Determining subcommittees and electing subcommittee chairs that best fulfill the annual programming goals of the (insert club name)
· Ensuring that the Communications Committee 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
· Insuring that at least one representative on the Programming committee attends events that are planned by the committee
Scholarship & Student Relations Committee
The responsibilities of the Scholarship and Student Relations Committee include:
Assisting in the recruiting of students for the
· Attending college nights at local high schools
· Recruiting volunteers for the Alumni Association's adopt-a-school program
· Contacting high school guidance counselors within the (insert club name) area
· Developing and coordinating a student send-off reception for newly admitted students, information sessions, and a “conversion” party for accepted students
· Disseminating scholarship information and materials to UM students in the (insert club name)
· Awarding scholarships to students from the (insert club name) area
· Serving as liaison to the UM Office of Financial Aid
Young Alumni Committee
The responsibilities of the Young Alumni Committee include:
· Advising the Board when necessary to amend the definition of “young alumni”, which is currently defined by year of graduation
· Serving as the single point of contact for initiating and responding to young alumni communications
· Assisting the Programming Committee in developing programs and events focused on engaging young alumni, including identifying young alumni to serve as volunteers for young alumni events and events involving local high school students
FREQUENTLY ASKED QUESTIONS
Why should our club have bylaws?
There are three good reasons why clubs should have bylaws: 1) they convey to volunteers what is expected of Board Members and how long they’ll be expected to serve in their roles as club leaders; 2) they legitimize that Board members are working in an official capacity for the club, which will be helpful in the event that someone is injured at a club event which may result in lawsuits filed against the club, its members, and/or the AAUM and 3) they provide clubs with a “road map” for conducting business.
If our club has its own 501(c)(3) designation are there additional requirements that are not be in these model bylaws?
If your club has its own 501(c)(3) designation we suggest a review of your club’s bylaws by someone who is knowledgeable about Internal Revenue Code Sec. 501(c)(3) to assure they are in compliance with laws, rules and regulations governing non-profit organizations.
If our bylaws state that we need a quorum to make decisions, what do we do if a Board member rarely shows up for a meetings?
Not having a quorum at a meeting can impact making decisions in a timely matter. It’s important that the Board is in agreement as to what “regular” attendance at Board meetings means and that the nominating committee communicates this expectation to applicants they’re interviewing for Board positions.
We’ve never had term limits before and don’t want everyone to leave the Board at the same time, so how do we institute term limits and still have continuity on the board?
The first time you set term limits you can stagger term expiration dates so they don’t all end at the same time. For instance, if your bylaws say that a Board member can serve two three-year terms, initially one third of the Board members would actually serve a one-year term, one third of the Board members a two-year term, and the remaining third a three-year term. The easiest way to “assign” the staggered terms is to have a drawing. If a Board member draws a one-year term, they’d be eligible to serve a one-year term followed by two complete three-year terms for a total of seven years on the Board. If a Board member draws a two-year term, they’d be eligible to serve a two-year term followed by two complete three-year terms for a total of eight years on the Board.
We have a long-term president who’s knowledge we don’t want to lose. What should that person’s role with the Board be once they are no longer the president?
Some clubs, but not all, have a defined role for the immediate past president written into their bylaws. If the immediate past president has served the maximum number of years that Board members can serve when his/her presidency ends, an exception can be written into the club bylaws allowing him/her to remain on the Board, usually for no more than one year. In this case the Immediate Past President would serve in an advisory capacity to the Board and participate as needed. If the Immediate Past President has not served the maximum number of years a Board member can serve, he/she can continue to serve as a regular Board member with voting privileges until he/she has reached the maximum number of years that a Board member can serve.