University of Michigan Alumni Association

Club Articles and Bylaws

The U of M Club of Denver was created through Articles of Association and operates under a set of Bylaws. Both documents may be amended from time to time — current versions are posted here.

Articles of Association

We, the undersigned, residents of the State of Colorado have associated ourselves for the purpose hereinafter stated.

Article One – NAME (November 1, 1994) The Name of this organization is the University of Michigan Club (“Club”) of Denver.

Article Two – PURPOSES (August 8, 1996) Said Club is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Three – MEMBERSHIP (November 1, 1984) All graduates of the University of Michigan, all persons who have been in attendance as students at the University of Michigan and all who have been officially connected therewith may be members of this club. All persons who now have or have had children in attendance at the University of Michigan or who have shown vital interest in the University shall be eligible for membership in this Club.

Article Four – OFFICERS (October 9, 2012) The officers of the Club shall consist of a Board of Governors ("Board") of at least four (4), but no more than twelve (12), members, which will include the following elected positions: President, Vice-President, Secretary, Treasurer, and one (1) to eight (8) other Board members. In the event that the Board does not have twelve (12) elected members, other members may be appointed to the Board by a majority vote of the current members of the Board.

Article Five – MEETINGS (November 1, 1994) Membership meetings shall be held at least once each year and at such more frequent intervals as the Board may deem proper. One meeting shall be designated as the Annual Meeting for the election of officers.

Article Six – BYLAWS (June 11, 1997) Such Bylaws may be adopted and/or amended by a majority vote of the Board of Governors as deemed advisable.

Article Seven – AMENDMENTS (June 11, 1997) These Articles of Association may be amended by a majority vote of those present at the annual meeting of this Club or by a majority vote of the Board of Governors.

Article Eight – EARNINGS (August 8, 1996) No part of the net earnings of the Club shall inure benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Club shall be authorized and empowered to par reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set for in Article Two hereof. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Club shall not carry on any other activities not permitted to be carried on (a) by a Club exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article Nine – DISSOLUTION (August 8, 1996) Upon the dissolution of the Club, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Club is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Bylaws

Section One (October 9, 2012) All vacancies other than President or Treasurer shall remain vacant until the next election. If there is a vacancy of President or Treasurer, another sitting officer will be required to take responsibilities for this post. In this case, appointment shall be made by a majority vote of the Board.

Section Two (July 5, 2000) The Annual Meeting shall be held at such a time and place as the Board of Governors shall designate, notice begin given by first class mail or via e-mail, to all paid members at their last known address at least two (2) weeks prior to the Annual Meeting.

Section Three (October 9, 2012) It shall be the duty of the President to preside at all meetings of the Board and of the Club. The President shall appoint Committee chairs as necessary. The President position must be filled by a current member of the Board or one whose term has expired at the time of the election.

(June 11, 1994) It shall be the duty of the Vice-President to assist the President in the operation of the Club, to coordinate Club activities, and to preside at any meetings of the Board of Governors or the Club in the absence of the President.

(November 1, 1994) It shall be the duty of the Secretary: to keep a record of all proceedings of all meetings of the Club; to conduct all correspondence with the Director of External Activities of the Alumni Association of the University of Michigan; to send reports of all gatherings and other items of interest concerning this Club to the Alumni Association for publication.

(October 9, 2012) It shall be the duty of the Treasurer to receive all monies paid to the Club and to disburse money on orders properly signed. The Treasurer shall make a report of the status of all funds at each meeting. The Treasurer position must be filled by a current member of the Board or one whose term has expired at the time of the election.

Section Four (November 1, 1994) Checks issued on behalf of the Club shall be signed by the Treasurer. The fiscal year of the Club shall be July 1 through June 30.

Section Five (June 11, 1997) Three members shall constitute a quorum to do business at any regular or special meeting of the Board of Governors, or any adjournment thereof. In the event more than four (4) officer positions exist, or other members have been elected or appointed to the Board of Governors, a majority of such positions shall constitute a quorum.

Section Six (June 11, 1997) Terms of office for elected members of the Board of Governors, including officers, shall be two (2) years. In the event that someone is appointed to the Board of Governors by the current officers pursuant to Article Four of the Articles of Association at least eight (8) months prior to the next election, that individual may be elected for one (1) year, rather than a two (2) year term at the next Annual Meeting, if they provide notice the Board of Governors at least seven (7) days prior to the Annual Meeting that they only want to be considered or election of a one (1) year, rather than a two (2) year term. Members of the Board of Governors, including officers, may be re-elected.

Section Seven (October 9, 2012) These bylaws may be amended by majority vote of the Board or by a majority vote of those present at the Annual Meeting.