U of M Club of Downriver
Articles of Association
Adopted May 10, 2004
We, the undersigned, residents of the Downriver area of Wayne County, Michigan have associated ourselves for the purposes hereinafter stated.
ARTICLE I – NAME
The name of this organization is the University of Michigan Club of Downriver. For the purposes of this document the University of Michigan Club of Downriver shall be referred to as “the Club.”>
ARTICLE II – PURPOSES
The Club is formed to promote, through cooperation with the Alumni Association of theUniversity of Michigan:
- The advancement of the interests of the University of Michigan.
- Close fellowship among alumni, students and supporters of the University of Michigan.
- The raising of funds to award Club Scholarships for University of Michigan students who are residents or former residents of the Downriver area.
ARTICLE III – MEMBERSHIP
All members of the University of Michigan Alumni Association who reside in the Downriver area shall be members of the Club. Those who are not graduates of the University may be members of the Club if they become associate members of the Michigan Alumni Association.
ARTICLE IV – OFFICERS
The Club shall be governed by an elected Board of not-to-exceed fifteen members, to be known as the Board of Governors. The officers of the Board of Governors shall be President, Vice President, Secretary, Treasurer, Immediate Past President & President Elect.
ARTICLE V – MEETINGS
Meetings to which the entire membership is invited shall be held at least twice each year, as determined by the Board of Governors. One meeting shall be designated as the Annual Meeting, at which the election of the members of the Board of Governors will be held.
ARTICLE VI – BYLAWS
Such Bylaws may be adopted as deemed advisable.
ARTICLE VII – DISSOLUTION OF ASSOCIATION
If a two-thirds vote of the Board of Governors deems it advisable to cease operations of the Club and to dissolve the Articles of Association, no part of the earnings of the Club shall inure to the Board of Governors or to individual members of the Board of Governors. Any remaining funds in the Club’s bank account(s) will automatically be sent as a contribution to the Alumni Association of the University of Michigan, as the last act of the Club Treasurer prior to dissolution. Any Club property that has a monetary value will also be given to the Alumni Association.
ARTICLE VIII – AMENDMENTS
These Articles of Association may be amended by a majority vote of those members present at the Annual Meeting of the Club or by a unanimous vote at a meeting of the Board of Governors. Any changes made by the Board of Governors alone shall be presented and reviewed with the membership at the Annual Meeting of the Club.
These Articles of Association were officially approved by a vote of the membership on May 15, 1995, amended on May 14, 1998, and amended again on May 10, 2004.
Adopted November 14, 2013
UNIVERSITY OF MICHIGAN
Alumni Club of Downriver
Section One – Officers and Directors
The UM Club of Downriver shall be governed by a Board of Directors consisting of Officers and Directors (hereinafter referred to as the “Board”).
Officers and Directors are required to be current members of the Alumni Association of the University of Michigan (AAUM). If an officer or director has their membership lapse during their term, they will be considered non-voting members of the Board until their AAUM membership is in reinstated.
Section Two – Election of Board of Directors
Directors shall be nominated by the President after Board approval and presented to Club members for approval at the annual meeting.
Members of the Board shall be drawn from the membership of the UM Club of Downriver who are members of the AAUM.
The Board shall consist of the following:
- Five (5) officers: President, Vice President, Secretary, Treasurer, and immediate Past President, whose responsibilities are listed in Addendum “A”.
- Directors, as needed, who may serve as Program and Committee Chairs
- Directors at Large, not to exceed 15 Board members in total.
At the first Board meeting following the Annual Meeting, the officers of the Board of Directors shall be elected by all Board members present at this first meeting.
It shall be the duty of members of the Board of Directors to attend Board meetings, participate in leadership roles in Club activities and serve as advisors and counselors to other Club members.
Section three – Terms of Office
Members of the Board shall be elected for staggered terms of three years. If the full complement of fifteen Board members is in office, five members will have their three-year terms expire annually in June. Terms of office for the elected Officers shall be for one year. Officers may be re-elected for additional terms up to a total of four (4) consecutive one-year terms in a single office.
Section four – Vacancies
All vacancies of unexpired terms of members of the Board shall be filled by nomination by the Club President and approval by a majority of the remaining members of the Board. Any appointed Board member must run for office at the next Annual Meeting in order to keep his/her position on the Board.
Section Five - Meetings
The annual meeting of the Board shall be held at a specified time and location in the spring of each year, as the President may designate, with proper notice being sent to all members. The President, in consultation with the Board, has the discretion to move the annual meeting time to later in the year in order to best serve the purposes of the alumni club. Any member in good standing may attend.
There shall be at least three (3) other meetings of the Board each year; however, the President may elect to hold as many meetings as he deems necessary. Notice of meetings may be provided by e-mail or by mail, provided such notice is given in a timely manner.
Section Six - Quorum and Voting
Voting on issues shall require a motion made and seconded. In order to have a valid vote, a quorum of the Board shall consist of a minimum of one third plus one members with at least two (2) officers in attendance. Action by the Board must be by a majority of the quorum.
If the president determines that an emergency exists and that Board action must be taken by polling Board members over the telephone or by e-mail, a majority of the Board must give assent to the President’s emergency proposal for it to be implemented.
Section Seven - Rules of Order
Roberts Rules of Order shall govern parliamentary procedure in the UM Club of Downriver meetings. Generally, board meetings shall follow an agenda provided by the President ahead of the meeting. Minutes shall include all relevant issues discussed at the meeting. New issues to be discussed should be provided to the President ahead of the meeting.
Section Eight – Fiscal Year
The fiscal year for the UM Club of Downriver shall be from July 1 through June 30. Terms of office of the members of the Board will be in keeping with the fiscal year of the Club.
Section Nine – Check Signatures
Checks issued on behalf of the UM Club of Downriver shall be signed by the Treasurer and one other authorized Board member, usually the President. Each check will require two signatures to be deemed valid.
Section Ten – Amendment of Bylaws
These Bylaws may be amended by a majority vote of the Board at any regularly scheduled meeting, providing that Board members have been notified at least one week prior of proposed changes. The general membership will be notified of Bylaws changes at the following Annual meeting.
These Bylaws of the University Club of Downriver were approved at the Annual Meeting held on May 15, 1995, arevised at the Annual Meeting held on on May 14, 1998, and revised again at the Annual Meeting held on May 10, 2004, and revised again at the meeting on November 14, 2013.
Adopted Nov 14, 2013
UNIVERSITY OF MICHIGAN
Alumni Club of Downriver
General Responsibilities of Officers
The President shall be responsible for the administration of the UM Club of Downriver, including general supervision of the policies, as well as supervision and coordination of Club activities. Additional responsibilities are as follows:
- Calling and presiding at all meetings and functions of the Board and of the Club.
- Conducting all business with the Alumni Association of the University of Michigan, unless he/she delegates some of these duties to other Board members
- Appointing committee chairs, as necessary
- Ensuring the holding of the annual meeting as called for in the Club’s Bylaws
- Ensuring the completion of the Club’s annual report for the AAUM
- Serving, if interested, as a member of any standing or ad-hoc committee, with the right to vote
- Vice President
The duties of the Vice President are as follows:
- Presiding at all Club activities when the President is absent
- Assuming the duties of the President on an interim basis if the President is unable to complete his/her term.
- Ensuring that the term limits described in the UM Club of Downriver bylaws are adhered to by the Board members.
- Acting as resource to committee chairs, if needed.
- Assisting the President whenever necessary.
The duties of the Secretary shall be as follows:
- Keeping permanent records (minutes) of all proceedings of all meetings of the UM Club of Downriver.
- Taking attendance at UM Club of Downriver board meetings.
- Assisting the President in conducting all correspondence with the Executive Director and the designated Director of Club Activities of the Alumni Association of the University of Michigan at Ann Arbor
- Assisting in sending reports of Club activities and other items of interest concerning the Club to the local press and to Ann Arbor for possible publication.
The responsibilities of the Treasurer shall include the folIowing:
- Receiving all monies paid to the Club and disbursing monies with proper authorization of the President, or in his/her absence, the Vice President.
- Preparing financial reports and presenting financial results at meetings of the Board
- Preparing written financial documents, as necessary.
- Maintaining a permanent record of all financial matters.
If approved by the Board, the Secretary and Treasurer positions may be combined, with one person assuming duties of both positions.
- Past President
It shall be the duty of the Immediate Past President to be available for providing counsel and information to the President.
Approved November 14, 2013