University of Michigan Alumni Association

ALUMNAE COUNCIL BYLAWS

(revisions adopted 10/4/03 by Alumnae Council)

Table of Contents: Page

I.     NAME  2
II.   PURPOSE  2
III.  MEMBERSHIP  2
IV.   ADMINISTRATIVE FEE  2             
V.     ORGANIZATION  2
VI.    OFFICERS  3
VII.   DUTIES OF OFFICERS  3
VIII. EXECUTIVE COMMITTEE  4
IX.    NOMINATING COMMITTEE  4
X.     GOVERNING BOARD  4
XI.    STANDING COMMITTEES  5
XII.   SPECIAL COMMITTEES  5
XIII.  COUNCILORS  5
XIV.   MEETINGS  6
XV.    FISCAL YEAR  6 
XVI.   POLICIES AND PROCEDURES  6 
XVII.  DISSOLUTION  6
XVIII  AMENDMENTS  6
XIX.    PARLIAMENTARY AUTHORITY  6


THE ALUMNAE COUNCIL OF THE
UNIVERSITY OF MICHIGAN

BYLAWS


ARTICLE I - NAME

The name of this organization is the Alumnae Council of the Alumni Association of the University of Michigan, hereinafter referred to as the Alumnae Council.

ARTICLE II - PURPOSE

The Alumnae Council, an affiliate of the Alumni Association of the University of Michigan, shares the University’s commitment to the advancement of diversity through the equitable inclusion of women in all facets of the University community.

The purpose of the Alumnae Council is to:  
1. support the interests of and provide a governance structure to Alumnae Clubs;
2. represent alumnae interests to the University community;
3. promote the interests of the University of Michigan in local communities;
4. support alumnae interests in the Alumni Association; 
5. bring alumnae into responsible positions in the Alumni Association;  
6. support alumnae interests in the University of Michigan Alumni Association’s programs;
7. inform members of the work, progress and needs of the University; 
8. identify and encourage outstanding students to attend the University of Michigan;
9. provide financial assistance to worthy students.

ARTICLE III - MEMBERSHIP

The Alumnae Council is composed of:
1. All University of Michigan alumnae clubs chartered by the Alumni Association of the University of Michigan;
2. Emerita clubs; 
3. all chartered coeducational clubs desiring membership;
4. individuals who support the purpose of the Alumnae Council.
       
ARTICLE IV - ADMINISTRATIVE FEE

An administrative fee is paid by active member clubs or individual members in accordance with the procedures established by the Alumnae Council Governing Board. 

ARTICLE V - ORGANIZATION

Section A. The Governing Board of the Alumnae Council is composed of:
1. fifteen (15)  members-at-large elected from the membership;
2. the elected officers of the Alumnae Council;
3. the directors of the Alumni Association elected by the Alumnae Council as its 
representatives to the Association's Board;
4. ex-officio members, namely the Chairman of the Henderson House Board of
Governors, the Chairman of the Michigan League Board of Governors, and the staff 
liaison to the Alumnae Council, who serve without the right to vote or make motions;
5. non-elected chairmen also serve without the right to vote or make motions.

Section B. Past chairmen of the Alumnae Council become life members of the Governing Board without the right to make motions or vote.  If re-elected to the Governing Board, they have the rights of their elected position.

ARTICLE VI - OFFICERS

Section A. The officers of the Alumnae Council are: Chairman, Vice Chairman, Treasurer, Corresponding Secretary and Recording Secretary.  The officers of the Council are the officers of the Governing Board.

Section B. The officers of the Alumnae Council are elected at the annual meeting for a term of two years.  The Chairman, Vice Chairman, and the Corresponding Secretary are elected in odd-numbered years; the Recording Secretary and the Treasurer are elected in even-numbered years.

Section C. The newly elected officers take office immediately following the close of the meeting at which they are elected.

Section D. The unexpired term of any elected officer or Governing Board member may be filled by the Executive Committee until confirmed by the Alumnae Council at its next regular meeting.

Section E. For purposes of determining eligibility for election, an elected officer or Governing Board member who has served more than half a term is considered to have served a full term.

ARTICLE VII - DUTIES OF OFFICERS

Section A. The Chairman:
1. presides at all meetings of the Alumnae Council, Governing Board and Executive Committee;
2. appoints the Chairman of all committees except the Nominating Committee;
3. is authorized to speak on behalf of the Alumnae Council.

Section B. The Vice Chairman: 
1. performs the duties of Chairman in the absence or disability of the chairman; 
2. reports the activities of the Executive Committee to the Alumnae Council.

Section C. The Recording Secretary:
1. records the proceedings of all meetings of the Alumnae Council, its Governing Board, and the Executive Committee; 
2. transmits the minutes in a timely fashion to the Executive Committee.

Section D. The Corresponding Secretary is responsible for external communications of the organization.

Section E. The Treasurer:
1. monitors the finances of the Council, the collection of monies and expenditures; 
2. prepares periodic reports of the income, expenditures and balances in accounts  controlled by the Alumnae Council;
3. provides all other reports as required by law. 

ARTICLE VIII - EXECUTIVE COMMITTEE

Section A. The Executive Committee consists of the officers of the Alumnae Council and the Chairman of the Nominating Committee, (the latter shall serve without right to make motions or vote).

The Executive Committee: 
1. exercises the powers and duties of the Governing Board in the intervals between its meetings;
2. oversees the general management of council business; 
3. appoints the chairmen of the standing committees; 
4. oversees the standing committees

Section B. All actions of the Executive Committee shall be reported to the Governing Board at its next meeting and are subject to the approval of the Board.

Section C. Meetings of the Executive Committee may be held at a time and a place determined by the Chairman.

ARTICLE IX - NOMINATING COMMITTEE

Section A. The Executive Committee appoints the chairman of the Nominating Committee for a one-year term. The Nominating Committee shall consist of not fewer than four members appointed by the Chairman of the Nominating Committee.  The committee reports to the Council at the Annual Meeting.

Section B. This committee nominates candidates for:
1. officers of the Alumnae Council;
2. directors of the Alumni Association Board of Directors;
3. membership on the Governing Board of the Alumnae Council;
4. appointment by the President of the University to the Henderson House Board of Governors and the Michigan League Board of Governors.

ARTICLE X - GOVERNING BOARD

Section A. The Governing Board:
1. advises and recommends policy to the Alumnae Council for its approval; 
2. executes action adopted by the Alumnae Council;
3. determines which officers or individuals must be bonded.

Section B. Any active member is eligible for election or appointment to the Governing Board.

Section C. Members-at-large of the Governing Board are elected at the annual meeting for a term of three years, five members being elected each year.  No member-at-large shall serve more than three consecutive terms.

Section D. The Governing Board meets prior to Annual and regular meetings.  Special meetings of the Board may be called at such times as the Chairman may decide, or may be called upon written request to the Chairman by five members of the Board.

Section E. A majority of the voting members of the Governing Board constitutes a quorum to do business at any meeting of the Board.

Section F. Elected members of the Governing Board are eligible to vote at meetings of the Alumnae Council.

ARTICLE XI. - STANDING COMMITTEES

Standing committees of the Alumnae Council are authorized, created and terminated by the Governing Board according to the needs of the Alumnae Council.  Each standing committee is named and described in the Policies and Procedures statement of the Alumnae Council.

ARTICLE XII - SPECIAL COMMITTEES

The Chairman of the Alumnae Council appoints such other committees as are found necessary and advisable by the Executive Committee.  Such committees shall be terminated automatically when their assigned tasks are completed, or at the discretion of the Executive Committee.

ARTICLE XIII - COUNCILORS

Section A. Councilors are selected by each active or emerita member club to represent the interests of the club at Alumnae Council meetings.

Section B. The number of councilors representing each active member club is determined by the number of members in the club, as follows:
Emerita Clubs  - 1 councilor
Up to 50 members - 2 councilors
51 to 100 members - 4 councilors
Over 100 members - 1 councilor for each additional 50 members

Section C. Club presidents may name an alternate councilor in the event an elected councilor cannot attend a council meeting.

Section D. Councilors and individual members may vote.


ARTICLE XIV - MEETINGS

Section A. There shall be two regular meetings each year: one in the spring and one in the fall.  The spring meeting is considered the Annual Meeting.  Elections will be held at the Annual Meeting.

Section B. Special meetings may be called by the Chairman or by the Executive Committee, and may also be called upon the written request of five member clubs.  The purpose of the meeting shall be stated in the call and, except in cases of emergency, at least ten (10) days' notice is required.

Section C. All member clubs and individual members having been duly notified, thirty-five (35) members from at least five (5) different member clubs constitute a quorum to do business at any regular or special meeting of the Alumnae Council.

ARTICLE XV – FISCAL YEAR

The Alumnae Council’s fiscal year shall be the calendar year.

ARTICLE XVI – POLICIES AND PROCEDURES

Operating policies and procedures necessary to implement the bylaws and to guide the operation of the Alumnae Council are recorded in the Alumnae Council Policies and Procedures.  These policies and procedures may be amended at any time by a majority vote of the Governing Board.

ARTICLE XVII – DISSOLUTION

In the event of the dissolution of the Alumnae Council, after payment of all debts, the proceeds remaining shall be given to an Alumnae Council Scholarship endowment fund at the University of Michigan. 

ARTICLE XVIII - AMENDMENTS

Section 1. These bylaws may be amended at any regular meeting of the Alumnae Council by a two-thirds vote, provided the proposed amendments have been included in the notice of the meeting or provided that notice to amend has been mailed to the membership at least 30 days prior to the meeting at which action is to be taken.

Section 2. All amendments are subject to the approval of the Board of Directors of the Alumni Association.

ARTICLE XIX - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised govern the Alumnae Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules the Council may adopt.