University of Michigan Club of Central Florida Bylaws
Adopted July 16, 2009
Amended March 23, 2015
Section One – OFFICERS AND DIRECTORS
The UM Club of Central Florida shall be governed by a Board of Officers and Directors (hereinafter the “Board”) who are elected by the general membership at the July Annual Meeting.
Officers and Directors are expected to be current dues paying members of the Alumni Association of the University of Michigan.
Section Two – ELECTION OF OFFICERS AND DIRECTORS
New Officers and Directors shall be nominated by the Vice President 2 weeks prior to the July Annual Meeting and presented to the Board for approval by a majority vote of the Board at the July Annual Meeting. If for some reason all positions are not fulfilled through the Vice President any member may volunteer at the July Annual Meeting to be on the Board. Once the Board has been filled, those who volunteered will have an organizational portion of the July Annual Meeting to fill the below positions and any committee chair(s).
The members of the Board shall be drawn from the membership of the UM Club of Central Florida, 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.
- Three Directors whose general responsibilities are listed in Addendum B.
Section Three - TERMS OF OFFICE FOR OFFICERS AND DIRECTORS
Beginning with the Annual Meeting in 2013, the term of office for all Officers and Directors shall be two years with a staggered election such that the President, Vice President and Programming Director is elected in odd-years (2015, 2017, 2019...) and the Secretary, Treasurer, Scholarship Chair and Membership Director are elected in even years (2014, 2016, 2018...).
There is no limit to the number of times a person may be elected to the same office, but no person may be elected more than two successive two-year terms to the same office.
If an Officer or Director’s position is vacated before his or her term ends, the President, with concurrence of a majority of the Board, may replace that Officer or Director until the next annual election. If the President’s position is vacated, the Vice President shall assume the role of President until the next annual election.
At least two (2) months before the Annual Meeting, the Vice President shall organize a Nominating Committee to identify candidates to be nominated for the Officers and Directors whose terms are ending at the Annual Meeting AND the Secretary shall make best-efforts to advertise the date, location and time of the Annual Meeting to all members.
At least two (2) weeks before the Annual Meeting, the Vice President shall inform the Secretary of the nominees to be presented by the Vice President at the Annual Meeting.
The newly-elected officers shall take office at the end of the meeting at which they are elected.
Section Four - QUORUM AND VOTING
A quorum for the Board shall consist of a minimum of four Board members with at least two Officer(s) in attendance. Action by the Board must be by a majority of the quorum.
Section Five - COMMITTEES
UM Club of Central Florida has four standing committees: Marketing and Communications, Membership, Programming, and Scholarship & Student Relations. 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 July 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 three other meetings of the Board each year. Additional meetings of the Board may be called when deemed necessary by the President or any two 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 UM Club of Central Florida meetings.
Section Eight - BYLAWS
The Bylaws shall be adopted for the governance of the UM Club of Central Florida by a majority of the Board. A majority vote by the Board is required to amend the Bylaws.
University of Michigan Club of Central Florida
Adopted July 16, 2009
Amended August 27, 2015
OFFICER AND DIRECTOR POSITIONS
The responsibilities of the UM Club of Central Florida officers shall include but not be limited to the following:
- Set overall strategy for the UM Club of Central Florida
- Lead efforts to revise Articles of Association, By-Laws, and Addendums as needed
The President’s responsibilities include:
- Supervising and coordinating UM Club of Central Florida 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
- 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 UM Club of Central Florida 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 UM Club of Central Florida meetings in the absence of the President
- Chairing the Nominating Committee
- Ensuring that the term limits described in the UM Club of Central Florida bylaws are adhered to by the Officers and Directors of the Board
- Serving as a resource for the Chairs of the following committees: Marketing and Communications, Membership, Programming, and Scholarship & Student Relations 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
- 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
- Developing an application process and time table for nominations
- Presenting a slate of nominees to the Board of Directors for Officer and Director positions.
The Secretary’s responsibilities include:
- Giving notice of the UM Club of Central Florida Board meetings
- Taking and distributing meeting minutes at Board and special meetings
- Maintaining a permanent record of all UM Club of Central Florida proceedings
- Tallying votes from the Board and general membership
- Ensuring the completion of the UM Club of Central Florida Annual Report for the AAUM
- Maintaining and circulating the current Articles of Association, Bylaws and Addendums of the UM Club of Central Florida
- Taking attendance at UM Club of Central Florida Board meetings
The Treasurer’s responsibilities include:
- Receiving all funds paid to the UM Club of Central Florida
- Preparing an annual budget with the assistance of the Board
- Disbursing money on properly authorized orders/invoices
- Maintaining the permanent record of all financial matters
- Updating the State of Florida website (sunbiz.org) with current contact information and filing of the annual report to the state by April 15th of each calendar year to ensure club status remains current and active
- 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 University of Michigan
- Transferring financial records to the incoming treasurer no later than the October 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
Directors’ responsibilities include:
- Serving as liaisons among the UM Club of Central Florida leadership, the membership, and the community at large
- Representing the diverse interests of the general membership
- Assisting the Officers in the administration of the UM Club of Central Florida 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 UM Club of Central Florida 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
- Managing and updating the content of the club Facebook page
Contributing Editor responsibilities include:
- · Writing text for the UM Club of Central Florida website, listserv messages, and Facebook page
- 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 UM Club of Central Florida 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 UM Club of Central Florida 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 UM Club of Central Florida events
The responsibilities of the Programming Committee include:
- Leading the UM Club of Central Florida Programs Planning meeting, scheduled annually in July, 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 August Board meeting
- Planning, arranging and coordinating events for the UM Club of Central Florida
- Establishing financial and operational objectives for UM Club of Central Florida events
- Determining subcommittees and electing subcommittee chairs that best fulfill the annual programming goals of the UM Club of Central Florida
- 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
- Ensuring that "Event Recap" paperwork is completed by event hosts for each event.
- Responsible for one or more of the following types of events:
- Athletic – Examples include sports watching parties, outing to sporting events and UM team sponsorship
- Community Service – Examples include environmental clean-ups, Habitat for Humanity, answering phones at a public TV telethon and participating in a walk-a-thon
- Cultural/Educational – Examples include museum tours, music or theatre group outings, book clubs, UM speakers and local lecture series
- Social – Examples include regional career networking events, happy hours, welcome events and bowling outing
Scholarship & Student Relations Committee
The responsibilities of the Scholarship and Student Relations Committee include:
- Assisting in the recruiting of students for the University of Michigan
- 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 UM Club of Central Florida 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 UM Club of Central Florida area
- Awarding scholarships to students from the UM Club of Central Florida area
- Serving as liaison to the UM Office of Financial Aid
Board member attendance at scheduled Board meetings is vital to the success of the Club. Board members are allowed two unexcused absences of regularly scheduled Board meetings. At the third unexcused absence, the Board may vote to replace the absent member in the same meeting. The Board may vote to replace the President after three absences of any kind.
Absences may be excused at the President’s discretion. The absent Board member must provide their meeting report to the President along with an absence reason before the meeting to be excused. The President may decline to excuse absences that affect the Board’s ability to vote or show a pattern of absenteeism. The President will convey any excused absences to the Secretary to be recorded in the meeting minutes. The President and/or Secretary may reschedule board meetings as needed to accommodate Board members’ schedules.
CLUB BANK ACCOUNT
In addition to the treasurer, either the president or vice president must be on the club's bank account. Due to the term structure, this will ensure that a current board officer always has access to the club funds. When an officer changes, it is the responsibility of the sitting officer to ensure that the new officer is added to the account within 60 days, and that the outgoing officer is removed from the account and from all communications from the bank regarding the account.
ANNUAL ELECTION - VOTING (IN-PERSON AND BY-PROXY)
If there is a contested board position during an annual election, a paper ballot will be made available during the meeting for a "blind vote" in the room. If an AAUM member reaches out in-person or via email in advance to request the option of voting "by proxy" they will be provided with an electronic ballot via email and will be required to submit their vote 1 week in advance of the scheduled election (to account for time to count the votes in advance of the meeting). The secretary and vice president will be responsible for tallying the votes in a contested election (unless it is one of their positions that is contested). If that is the case, the president will appoint another board member to serve as the secondary "counter".
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.