University of Michigan Alumni Association

 

 

 

 

 

 

BY-LAWS OF

 

 

UNIVERSITY OF MICHIGAN

 

CLUB OF NEW YORK CITY

 


(revised August, 2013)

 

Contents

Article I.         ORGANIZATION. 2

Article II.        PURPOSES. 2

Article III.        MEMBERS. 2

Article IV.       CLUB LEADERSHIP. 3

Article V.        BOARD OF DIRECTORS. 3

Article VI.       OFFICERS. 5

Article VII.      COMMITTEES. 8

Article VIII.     NOTICES. 11

Article IX.     GENERAL PROVISIONS. 11

Article X.       AMENDMENT. 11

 

 

 

Article I.          ORGANIZATION

Section 1.01 The name of this organization is the University of Michigan Club of New York City, hereinafter referred to as “The Club”.  When referencing the Club, the preferred short-hand is “U of M Club of New York City” or “U of M Club of NYC”. 

Article II.         PURPOSES

Section 2.01 The U of M Club of NYC 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 University of Michigan. The Club is organized, and shall be operated, to:

(a)   Bring alumni together in support of each other and to promote and support the objectives of the University of Michigan and the strategic priorities of AAUM through the establishment and maintenance of contact among the University, its graduates, and present and prospective students.

(b)  Provide fellowship among alumni, students and friends of the University of Michigan, especially in the New York City region; and

(c)   Offer programs of interest to alumni, students and friends of the University of Michigan, especially in the New York City region.

Section 2.02 The Club shall not operate for the purpose of carrying on a trade or business for profit.

Section 2.03 The Club shall utilize club funding in a manner that is consistent with AAUM’s tax-exempt mission and ensure funds are not spent in ways that are prohibited by the IRS.

Article III.    MEMBERS

Section 3.01 Any alumnus or friend of the University of Michigan interested in the objectives of the Club as set forth herein and willing to abide by its By-Laws may become a member of the Club upon payment of membership dues directly to AAUM.  Membership is not required to participate in most Club activities.  

(a)   Club membership is a benefit of membership in AAUM without additional payment of dues.  The classes of AAUM membership are:

(i)    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.

(ii)   Associate members who consist of all persons, excluding those qualified as regular members, who have shown an active or vital interest in the University of Michigan and the AAUM and who have paid current annual or life dues to AAUM.

Section 3.02 The record of dues paid and membership list shall be verified with the University of Michigan Alumni Association from time to time.

Section 3.03 One meeting of the members each year shall be designated as the "Annual Meeting."

(a)   The Annual Meeting shall be held in the first quarter of each year unless rescheduled by the Board of Directors. The purpose of the Annual Meeting shall be to elect new members of the Board of Directors to replace those directors whose terms are expiring, or to fill current vacancies.

(b)  As set forth in Section 7.02(a), proper notice of the Annual Meeting shall be given to all members and shall include a report of the Nominating Committee, including any individuals nominated for election by that committee, and a summary of the requirements for nomination outside of the Nominating Committee.

(c)   A quorum for the Annual Meeting shall be twenty (20) members. All actions shall be taken by majority vote of those present and voting.

Section 3.04 One meeting of the members each year shall be designated as the "Welcome Event". The purpose of the Welcome Event shall be to encourage non-members to become members of the Club, encourage current members to become more active in the Club, and to welcome alumni who have recently moved to the area.

Article IV.   CLUB LEADERSHIP

Section 4.01 The Club shall be governed by a Board of Directors (referred herein as the “Board”) who are elected by the general membership at the Annual Meeting as detailed in Section 5.04 below, Executive Committee Officers appointed by the Board of Directors as detailed in Article VI below, and Committee Leaders as detailed in Article VII below.

Section 4.02 Officers, Directors and Committee leaders are expected to be current dues paying members of the Alumni Association of the University of Michigan.

Section 4.03 The responsibilities of the Club Officers and Directors shall include but not be limited to the following:

(a)   Set and oversee execution of overall strategy for the U of M Club of NYC

(b)  Lead efforts to revise Articles of Association, By-Laws, and Addendums as needed

Article V.     BOARD OF DIRECTORS

Section 5.01 Duties and Powers. The duty of the Board of Directors shall be to advise, counsel and guide. The Board of Directors shall be responsible for the operation, programs and activities of the Club in achieving its stated objectives while assuring compliance with the letter and spirit of these By-Laws. The Board of Directors of the Club shall have the authority, power and responsibility for the general management, control and supervision of the affairs, business, activities, property and assets of the Club, and may make such rules, regulations and guidelines for the promotion and advancement of the Club as herein provided, as the Board of Directors may deem advisable.  Individual directors (excluding those currently serving on the Executive Committee) are expected to participate regularly in Club events (attending at a minimum 2 events per annum), attend meetings regularly, and to contribute to at least one board committee as either a co-chair or committee advisor.

Section 5.02 Number of Directors. The Board of Directors shall consist of not fewer than nine (9) persons and no more than eighteen (18) members of the Club.

(a)   Commencing with the Class of 2008, one member of each Class (see Section 5.03 below) shall have graduated from the University of Michigan within six (6) years of the date of his or her election (each called an “Associate Director”), it being the intention of the Club to foster responsiveness of the Club to recent graduates. These members shall have all the same rights and responsibilities as other Directors.

(b)  The exact number of Directors shall be fixed from time to time by the Board of Directors.

(c)   The Board may vote to appoint any officer whose term has just expired as a non-voting advisory member, for a term of one year.

Section 5.03 Term. A Director shall hold office for a term of three (3) years, with the terms of one-third (1/3) of the Board of Directors (each referred to as a "Class") expiring each year, on the date of the correlating Annual Meeting.

Section 5.04 Election of Directors. The Directors shall be elected by a majority vote of the members present and voting at the Annual Meeting of the Club, as long as there is a quorum,  to succeed the Directors whose terms are expiring. If a quorum as described in Section 3.03(c) shall not be present at the Annual Meeting of the Club, the Directors present at such meeting may adjourn the election to another time and place until a quorum shall be present.

Section 5.05 Eligibility.

(a)   The persons eligible to be elected as Directors are members of the Club, who shall be either (i) nominated by the Nominating Committee, or (ii) any member of the Club who shall have presented, at least fifteen (15) days prior to the Annual Meeting, to the chairperson of the Nominating Committee a written statement signed by at least five (5) other members, stating that such person desires to be nominated and will accept such nomination. Notice of the latter requirement shall be included in the notice of the Annual Meeting given to members.

(b)  Commencing with the Class of 2010, no Director who has served two (2) full consecutive terms as a Director shall be eligible for re-election as a Director until such person takes a one (1) year sabbatical, after which such person will again  be eligible for election as a Director. The foregoing provision, however, shall not apply to any period served by a Director that is less than a full term, including, but not limited to, the fulfillment of a vacancy.

Section 5.06 Vacancies. Any vacancy on the Board of Directors shall be filled by persons elected by a majority of the entire Board of Directors. The President, with concurrence of a majority of the Board may replace a club leader vacancy for the remainder of the un-expired term. (In the event of a tie vote, the President may cast a vote to break the tie.) A Director elected to fill a vacancy shall serve until the expiration of the term of his or her predecessor, at which time a replacement will be selected by utilizing the nomination and selection process outlined above. 

Section 5.07 Removal/Resignation.

(a)   A Director may be removed by the Board of Directors at any time, but only for cause, upon the majority vote of the entire Board of Directors.

(i)    In determining whether or not there is cause, the Board of Directors may consider (but shall not be limited to) the following: inappropriate, unethical, or illegal action, or continuous failure to participate or fulfill duties as a member of the Board of Directors. As per Section 5.07(b) below, a Director may be removed for failing to meet adequate Board Meeting attendance requirements.

(ii)   Prior to removal, the Board of Directors shall provide adequate notice to any Director subject to removal so that he or she may have a hearing to be conducted by the Board of Directors to consider such removal.

(iii)  Such removal shall be confirmed by a letter from the President to the removed Director.

(b)  Any Director may resign at any time upon notice to the Board of Directors. Any Director who fails to attend three (3) consecutive regular meetings of the Board of Directors, without excuse deemed satisfactory by the Board of Directors, shall be deemed to have resigned from the Board of Directors.

Section 5.08 Meetings. The Board of Directors of the Club may hold meetings, both regular and special.

(a)   Regular meetings of the Board of Directors shall be held at such date, time and place as the Board of Directors shall determine, but in no event shall they be held less frequently than quarterly. Each meeting shall consist of a President's report, other officers' reports, committee reports and any other business deemed necessary or appropriate.

(b)  Special meetings of the Board of Directors may be called by the President or by a majority of the entire Board of Directors.

(c)   Notice of all regular and special meetings of the Board of Directors, containing an agenda of matters to be discussed at such meeting, shall be given to each Director by fourteen (14) days' prior notice before the date of the meeting; provided, however, shorter notice may be used if a quorum of the Board of Directors deems it necessary or appropriate under the circumstances.

(d)  Meetings of the Board of Directors shall be open to all members of the Club, unless the Board votes to go into executive session for an appropriate purpose.

Section 5.09 Quorum. At all meetings of the Board of Directors, one-third (1/3) of the entire Board of Directors, but in no event fewer than three (3) Directors, shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present at such meeting may adjourn the meeting to another time and place until a quorum shall be present.

Section 5.10 Action of the Board at a Meeting. Actions of the Board of Directors shall be made by motion, seconded, and approved by a majority of the Directors present at such meeting.

Section 5.11 Actions of Board Without a Meeting. Unless otherwise provided by these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a quorum of the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and any such writing is filed with the minutes of proceedings of the Board of Directors or committee. As used in these By-Laws, the term "writing" shall include electronic mail and facsimile transmission.  Action items of a time sensitive nature arising inbetween scheduled meetings may be presented to the Board via written communication for approval by a majority vote of the Board members.

Section 5.12 Meetings by Means of Conference Telephone. Unless otherwise provided by these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 5.12 shall constitute presence in person at such meeting.

Article VI.    OFFICERS

Section 6.01 General. The officers of the Club comprising the Executive Committee shall be chosen by the Board of Directors pursuant to the election provisions of Section 6.02 and shall be a President, one or more Vice Presidents, a Secretary and a Treasurer.

(a)   The Board of Directors, in its discretion, may also choose Assistant Secretaries, Assistant Treasurers and other officers. The Board of Directors may elect Honorary Chairmen and/or Honorary Presidents who shall have such powers and responsibilities and serve such functions as the Board of Directors may from time to time delegate to them.

(b)  No two offices shall be held by the same person.

(c)   The President and Vice President must be a member of the Board of Directors. The President or Vice President may resign from his or her position as an Officer, but remain as a member of the Board of Directors.

Section 6.02 Election. 

(a)   The Board of Directors (at its Annual Meeting or the first board meeting following the Annual Meeting, or otherwise such other time as may be designated by the Board of Directors) shall elect the Officers of the Club from among those persons nominated by the Nominating Committee pursuant to the provisions of Section 7.02(a).

(b)  All officers of the Club shall hold office for a one (1) year term, or until his or her earlier resignation or removal.

(c)   Each elected Officer shall begin his or her term six (6) weeks after his or her election. Any Officer whose term shall have expired shall serve until the election of his or her successor and the commencement of the term of such successor. The six (6) week period covered by this Section 6.02(c) is intended to establish a transition period during which each officer can train his or her successor.

(d)  Any vacancy of any Officer position shall be filled by the vote of a majority of the entire Board of Directors.

Section 6.03 Removal/Resignation.

(a)   Any Officer elected by the Board of Directors may be removed with or without cause at any time by the vote of a majority of the entire Board of Directors.

(i)    The Board of Directors may consider (but shall not be limited to) the following: inappropriate, unethical, or illegal action or continuous failure to participate or fulfill duties as an Officer.

(ii)   Prior to removal, the Board of Directors shall provide adequate notice to any Officer subject to removal so that he or she may have a hearing to be conducted by the Board of Directors to consider such removal.

(iii)  Such removal shall be confirmed by a letter from the President to the removed Officer.  If it is the President who is to be removed, such notice shall issue from another officer or director, as the board shall decide.  As used in these By-Laws, the term "letter" shall include electronic mail and facsimile transmission. 

(b)  Any Officer may resign at any time upon notice to the Board of Directors. 

Section 6.04 President.

(a)   The President shall be the Chief Executive Officer of the Club and shall have the following duties which may, from time to time, be amended or reassigned by the Board of Directors:

(i)    To preside at all meetings of the Board of Directors and meetings of the Club; provided, however, such duties may be delegated to a Vice President or other Officer.

(ii)   To coordinate the work of the Officers, Board of Directors and committees.

(iii)  To be the chief Club liaison both with the University, the AAUM and the general public.

(iv) To be, or to designate a Club member to be, with the approval of a majority of the board, the District Representative to the Big Ten Alumni Council of Greater New York.

(v)  To have supervision of the business and affairs of the Club and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject to the control of the Board of Directors.

(vi) To ensure the completion of the Club Annual Report for AAUM at the end of each AAUM fiscal year.

(vii)Appointing, with a majority vote of the Board, standing or ad hoc committees for the Club and/or their respective chairpersons to fill any vacancies that may occur within a given term.

(viii)       To serve, if interested, as a member of any standing or ad hoc committee, with the right to vote

(b)  The President shall execute all documents and other instruments of the Club, as President, except where required to be otherwise signed, provided that the other officers of the Club may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President.

(c)   The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these By-Laws or by the Board of Directors.

Section 6.05 Vice-President(s).

(a)   The duties of the Vice President(s) shall be those assigned by the Board of Directors and/or the President (and which, from time to time, may be amended or reassigned) and includes:

(i)    To retain primary responsibility to monitor the Club email account

(ii)   To coordinate and prepare quarterly board meeting presentations

(iii)  To preside over the Club meetings in the absence of the President

(iv) To chair the Nominating Committee

(v)  To ensure that the term limits described herein these By-Laws are adhered to by the Officers and Directors of the Board

(vi) To serve as a resource for the Committee Co-Chairs and participate in associated activities as needed

(vii)The Vice President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by the Board of Directors and/or President.

(b)  At the request of the President, or in the absence, inability or refusal to act of the President, the Vice-President (or if there be more than one Vice President, in the order designated by a majority of the entire Board of Directors) shall become the Acting President for either the remainder of the current term of president, or such period as the Board of Directors shall determine, whichever is less.

(i)    The Acting President shall perform the duties of the President, and shall have all the powers of, and be subject to all the restrictions upon, the President

(ii)   The Acting President shall be deemed to be a member of the Board of Directors for purposes of discharging his or her duties.

(c)   In the event of the absence or disability of all Vice-President(s), the Board of Directors shall designate an Officer of the Club who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of Acting President pursuant to Section 6.05(b).

Section 6.06 Secretary.

(a)   The duties of the Secretary shall be:

(i)    To conduct correspondence for the Club, as authorized by the President or by the Board of Directors.

(ii)   To maintain Club records, property and history.

(iii)  To coordinate and edit an e-newsletter to Club members;

(iv) To keep accurate minutes of the proceedings of the Board of Directors and of meetings of the Club members to be disseminated to the BOD & Committee Leaders within 3 working days of the board meeting. The Executive Committee shall be consulted to add any necessary action items from the meetings into the notes in advance of wider distribution to the broader group.

(b)  The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors and all other notices required to be given by these By-Laws. If the Secretary shall be unable or shall refuse to cause to be given notice of all special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President shall choose another Officer to cause such notices to be given.

(c)   The Secretary shall have authority to affix his or her signature as the Secretary of the Club, as shall be required. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law or otherwise to be kept or filed are properly kept or filed, as the case may be, and are delivered to any Secretary-elect.

Section 6.07 Treasurer.

(a)   The duties of the Treasurer shall be:

(i)    To receive all revenues from AAUM club funding, programs and activities conducted by the Club.

(ii)   To have the custody of, and to disburse, all Club funds as authorized by the Board of Directors, including any online payment service (e.g., Club debit card and online banking services) (collectively, the "Online Services") and  transferring scholarship fundraising amounts to the Office of Financial Aid of the University of Michigan for deposit into scholarship endowment accounts.

(iii)  To keep full and accurate accounts of receipts and expenditures.

(iv) To report on the financial condition of the Club at each meeting of the Board of Directors.

(v)  To maintain banking accounts for the deposit of all Club funds in such depositories as may be designated by the Board of Directors.

(vi) To receive the James M. Gartenberg New York Alumni Club Scholarship Fund quarterly endowment reporting from The University of Michigan and to report on the financial condition from time to time to the Board of Directors.

(vii)To assist, as needed, in preparation of event-based budgets and related record keeping. 

(viii)       To serve as a resource for the Scholarship & Fundraising Committee, participating in associated activities as needed.

(b)  The Treasurer may delegate authority to any Officer of the Club to disburse the funds of the Club as may be required from time to time, subject to the Treasurer's supervision.

Section 6.08 Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President, or the Secretary, and in the absence of the Secretary or in the event of his or her disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary.

Section 6.09 Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President, or the Treasurer, and in the absence of the Treasurer or in the event of his or her disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer.

Section 6.10 Other Officers. Such other officers, including Committee Chairpersons, as the Board of Directors may appoint shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any Officer of the Club the power to appoint such other officers and to prescribe their respective duties and powers.

Article VII.  COMMITTEES

Section 7.01 The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one (1) or more committees of the Board, whether standing, special or other, as defined below.

Section 7.02 Standing Committees. The following standing committees shall have such duties and functions outlined herein, as may be amended by concurrence of a majority of the Board of Directors from time to time:

(a)    Nominating Committee

           (i)   The Nominating Committee shall be responsible for nominating persons to fill seats of the Board whose current terms are expiring, or which seats are currently vacant, and Officers of the Club, as provided in these By-Laws.

(ii)   The Nominating Committee shall consist of no less than two (2) persons but no more than four (4) persons, which shall include at least one (1) Director and one (1) non-Director, but no more than two (2) Directors and two (2) non-Directors. There shall be one (1) chairperson of the Nominating Committee, who shall be a Director. When possible, the Vice President shall act as the chairperson of the Nominating Committee.

(iii)  At least fourteen (14) days prior to the Annual Meeting, the Nominating Committee shall recruit and present to the Board of Directors (A) a slate of nominees for the Board of Directors to be elected at the Annual Meeting, and (B) a list of candidates to be considered for Executive Committee Officer elections detailed in Section 6.02(a).

(iv) At least thirty (30) days prior to the Annual Meeting, the Nominating Committee shall also give notice or cause notice to be given to the Club membership of the date or expected date of the Annual Meeting, that there will be elections for directors, and the process by which any Club member not nominated by the Nomination Committee may, nevertheless, cause their name to be placed on the ballot, including the information in Section 5.05(a) of these Bylaws.

(v)  At least seven (7) days prior to the Annual Meeting, the Board of Directors shall publicize its slate of nominees for the Board of Directors and Officers, as well as other candidates who have fulfilled the requirements of Section 5.05(a) to the members of the Club.

(vi) The President may request, from time to time, that the Nominating Committee recommend candidates for vacancies on the Board of Directors or any committee, or candidates for any Officer.

(b)    Programming Committee

           (i)   The Programming Committee shall lead the planning, arranging and coordinating of a diverse calendar of U of M Club of NYC events during the fiscal year in support of the goals, objectives, and strategic priorities of the Club and AAUM.

          (ii)   The Programming Committee shall hold at least one (1) open programming meeting annually where the calendar of events for the fiscal year are identified, arranged and coordinated.  Proper notice of the open Programming Meeting shall be given to all members.

         (iii)   The Programming Committee shall establish financial and operational objectives for events, and coordinate with the (A) Treasurer to arrange funding, (B) Executive Committee, and (C) Secretary and Marketing & Communications Committee to ensure they are informed of all events with sufficient time to make sure members are notified of events and encouraged to attend.

         (iv)   The Programming Committee shall

1)    from time to time present the proposed calendar of events to the Executive Committee & Board for approval

2)    Insure that at least one representative on the Programming committee attends events that are planned by the committee.  In the event at least one representative is unable to attend, the Programming Committee shall advise the Executive Committee, who will liaise with the Board and other Club Leaders to arrange a representative to fill-in.

3)    Liaise with Sports Committee and Community Service Committee for inclusion of any events deriving from those committees on the club events calendar.

 

(c)   Scholarship & Fundraising Committee

           (i)   The Scholarship Committee shall coordinate the criteria, procedures and nomination to the Board of scholarship award recipients to incoming students to the University of Michigan from the New York City area.

          (ii)   The Scholarship Committee shall assist in the recruiting of students for the University of Michigan, disseminate scholarship information and materials to University of Michigan students in the New York City area, and (if not otherwise coordinated by Undergraduate Admissions) develop and coordinate events for newly admitted students and newly accepted students.

         (iii)   The scholarship committee shall present their recommended scholarship recipients to the Board, who shall then vote to confirm and approve the annual James M. Gartenberg New York Alumni Club Scholarship Fund recipient(s).  A vote of two-thirds majority of the Board of Directors approval of each recipient is required prior to any distribution of scholarship funds.

         (iv)   Serve as liaison to the UM Office of Financial Aid.

(d)    Marketing and Communications Committee

           (i)   The responsibilities of the Marketing and Communications Committee include coordination of the Club communication and marketing strategies and, as needed, assist other committees with creation and execution of written communications.

          (ii)   The Marketing & Communications Committee shall coordinate and administrate the Club social media presence.

(e)    Sports Committee

           (i)   The Sports Committee shall lead the planning, arranging and coordinating of coed sports and sports programming -focused calendar of U of M Club of NYC activities and events during the fiscal year in support of the goals, objectives, and strategic priorities of the Club and AAUM. The Sports Committee shall lead the planning, arranging and coordinating of coed sports and sports programming -focused calendar of U of M Club of NYC activities and events during the fiscal year in support of the goals, objectives, and strategic priorities of the Club and AAUM.

          (ii)   The Sports Committee shall oversee a subcommittee dedicated to the management of local Watch Party venues and associated scholarship fundraising in coordination with Club Officers.

         (iii)   The Sports Committee shall establish financial and operational objectives for events, and coordinate with the (A) Treasurer to arrange funding, (B) Executive Committee, and (C) Secretary and Marketing & Communications Committee to ensure they are informed of all events with sufficient time to make sure members are notified of events and encouraged to attend.

         (iv)   The Sports Committee shall

1)     from time to time present the proposed calendar of events to the Executive Committee & Board for approval

2)     Insure that at least one representative on the Sports Committee attends events that are planned by the committee.  In the event at least one representative is unable to attend, the Sports Committee shall advise the Executive Committee, who will liaise with the Board and other Club Leaders to arrange a representative to fill-in.

3)     Liaise with Programming Committee for event support and inclusion of events on the club events calendar.

(f)     Community Service Committee

           (i)   The Community Service Committee shall lead the planning, arranging and coordinating of a community service focused calendar of U of M Club of NYC events during the fiscal year in support of the goals, objectives, and strategic priorities of the Club and AAUM.

          (ii)   The Community Service Committee shall establish financial and operational objectives for events, and coordinate with the (A) Treasurer to arrange funding, (B) Executive Committee, and (C) Secretary and Marketing & Communications Committee to ensure they are informed of all events with sufficient time to make sure members are notified of events and encouraged to attend.

         (iii)   The Community Service Committee shall

1)     from time to time present the proposed calendar of events to the Executive Committee & Board for approval

2)     Insure that at least one representative on the Community Service Committee attends events that are planned by the committee.  In the event at least one representative is unable to attend, the Community Service Committee shall advise the Executive Committee, who will liaise with the Board and other Club Leaders to arrange a representative to fill-in.

3)     Liaise with Programming Committee for inclusion of events on the club events calendar.

(g)    Webmaster: Website Administrator responsibilities include managing and updating the content of the Club website as requested by the Board and other Club Leaders.

(h)    Big 10 Council Reps: The responsibilities of the Big 10 Council Reps include acting as the District Representative to the Big Ten Alumni Council of Greater New York and participation in the planning, arranging and coordinating of Big Apple Big Ten events during the fiscal year in support of the goals, objectives, and strategic priorities of the Club and AAUM.

Section 7.03 Special or Other Committees. Special committees (for a particular purpose) or other committees may be established and shall have such duties and functions as the Board of Directors shall determine from time to time.

Section 7.04 Committee Leadership and Membership. The Board of Directors shall designate any member of the Club as a chair or member of a committee, subject to the requirements herein, who shall serve at the pleasure of the Board of Directors. Any such committee, except as otherwise provided in these By-Laws, shall have and may exercise the powers delegated to it by the Board of Directors in the management of the business, activities and affairs of the Club. No such committee shall have the power or authority to adopt, amend or repeal any By-Law of the Club.

Section 7.05 Term of Membership. Unless the Board of Directors or these By-Laws shall specify otherwise, and except with respect to ex-officio members whose terms may be longer, all chairs and members of all committees shall be appointed for terms of two (2) years, unless reappointed by the Board of Directors.

(a)   The members of the Nominating Committee shall serve terms consisting of the time between appointment and the subsequent nominating committee election cycle.

Section 7.06 Meetings and Actions of Committees.

(a)   Meetings and actions of committees of the Board of Directors shall be
governed by, held and taken in accordance with, the provisions of Article IV of these By-Laws, concerning meetings of Directors, with such changes in the context of those By-Law provisions as are necessary to substitute the committee and its members for the Board of Directors and its members.

(b)  Special meetings of committees may also be called by resolution of the
Board of Directors or by the chairperson of the Committee.

(c)   Notice of meetings of any committee shall also be given to all
members of such committee, the board of directors, and the Executive Committee, who shall have the right to attend all meetings of the respective committee.

(d)  Each committee shall report to the Board of Directors when required and
keep regular minutes of its meetings which shall be filed with the corporate records of the Club.

Article VIII.            NOTICES

Section 8.01 Notices. Whenever written notice is required by these By-Laws, to be given to any Officer, Director or member of a committee, such notice may be given personally or by mail, special delivery service, facsimile transmission or electronic mail, addressed to such Officer, Director or member of a committee at his or her address, facsimile number or electronic mail on the records of the Club. Notice shall be deemed given at the time when the same shall be deposited in the United States mail or transmitted without reported error, as the case may be.

Section 8.02 Waivers of Notice. Whenever any notice is required by these By-Laws, to be given to any Officer, Director or member of a committee, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Written waivers may be given personally, by mail or by facsimile or electronic mail.

Article IX.   GENERAL PROVISIONS

Section 9.01 Disbursements.

(a)   All checks or demands for money and notes of the Club for amounts less than such threshold amount designated by resolution of the Board of Directors shall be signed by the Treasurer or such other person(s) as the Board of Directors may from time to time designate.

(b)  All checks or demands for money and notes of the Club for amounts greater than such threshold amount designated by resolution of the Board of Directors shall be signed by any two (2) of the following persons: the President, the Vice President(s), the Treasurer or such other person or persons as the Board of Directors may from time to time designate.

Section 9.02 Fiscal Year. The fiscal year of the Club shall be the calendar year.

Section 9.03 Data Storage. The shared data repository of the Club (for meeting minutes, treasurer reports, quarterly endowment reporting and other pertinent information) shall be https://sites.google.com/site/umalumniclubnyc/ which digital location may, from time to time, be amended or reassigned by the Board of Directors.

Article X.     AMENDMENT

Section 10.01           These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted, by:

(a)   the vote of a two-thirds (2/3) majority of the Board of Directors where a quorum is present, provided that (i) notice is given at least three (3) weeks prior to the meeting at which such action is proposed to be taken, and (ii) such notice specifically states that one of the purposes of such meeting is to amend the By-Laws; or

(b)  the majority vote of the members at the Annual Meeting.

Section 10.02           These By-Laws shall be reviewed by the board, at a minimum, no less than every five years, and the board shall propose any appropriate changes at that time.