Article One – NAME

Article Two – PURPOSES

1.  Promote and advance the interest of The University of Michigan by fostering a spirit of loyalty and fraternity among members of the Alumni Association of The University of Michigan and UMDC.
2. Effect united action in promoting the general welfare of the University as an educational institution.
3.  Provide liaison to create closer fellowship among the alumni, friends, and the students of The University of Michigan.
4. Liaison between prospective University of Michigan students in secondary schools in the area and The University of Michigan.
5. Raise money and award scholarships to prospective University of Michigan students in the greater Washington, D.C. area.
6. Sponsor educational programs for area University of Michigan Alumni Association members.
7. Support charitable activities in the greater Washington, D.C. area.

There shall be three classes of membership in the UMDC:  active, associate and honorary.

1. Active:  UMDC members are considered to be all greater Washington, D.C. area alumni and friends who are members of the Alumni Association of the University of Michigan and those who choose to participate with the UMDC from outside the greater Washington, D.C. area.
2. Associate:  All greater Washington, D.C. area graduates of the University of Michigan who are not members of the Alumni Association.
3. Honorary:  The Board of Governors may select as honorary UMDC members for life those persons who made a noteworthy contribution to the purposes of the Association.

Only active members shall be privileged to vote and hold office.

There shall be selected by the Board and affirmed in the same manner as Governors, membership by ballot at the Annual Meeting, a President, Vice President (s), Treasurer, and Secretary whose duties and terms of office are specified in the accompanying Bylaws (collectively, “Officers”).  By a two-thirds majority vote, the Board may create up to two (2) additional officer positions in addition to those listed herein.  The President and Vice President nominees are required to be officers or Governors prior to their nomination.

Article Five – BOARD OF GOVERNORS

The UMDC shall be governed by the Officers and ten (10) Governors.  Seven of the ten governors shall serve for a term of three years (staggered) and shall be eligible for reelection for an additional term or terms.  At each Annual Meeting two governors shall be elected to succeed those three whose terms expire at that time.  Two Governor positions will be filled by local constituent societies:  The University of Michigan Business School Society and the University of Michigan Law School Society.  The tenth governor shall be the most recent past President of the Association Club.

New Governors and Officers shall be nominated by the Nominating Committee and approved by the then existing Governors and Officers (collectively the “Board”) two weeks prior to the Annual Meeting and affirmed by a vote of the members at the Annual Meeting. 

If a Governor or Officer should resign before his or her term ends, the President, with concurrence of a two-thirds vote of the Board in attendance, may replace that Governor or Officer until the next election, at which time a replacement will be elected by the membership for the remainder of the unexpired term.

The President will nominate and the Board of Governors will approve the appointment a UMDC representative to the UMAA Board of Directors and Clubs Council.  This appointment shall be for two years.  The representative is eligible for reappointment for an additional term or terms. 

An Annual Meeting of the Board shall be held in June of each year for the election of Governors and Officers; all UMDC members shall be invited to the Annual Meeting (and guests are welcomed).  There shall be at least five other meetings of the Board each year.  Additional meetings of the Board may be called when deemed necessary by the President or any five members of the Board of Governors.  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.

Such Bylaws may be adopted as from time to time as shall be deemed advisable for the governance of the UMDC by a majority of the Board.

These Articles of Association may be amended by a majority vote of members in good standing voting at the Annual Meeting of the UMDC or at other such time as a vote is called for by two-thirds of the Board.  Proposals for amendment to these articles may only be made by a vote of the Board of Governors.  Notice of any and all proposed amendments shall be posted to the UMDC web-site and email to all active members at least two weeks before a general membership meeting at which time the amendments are to be considered.

Upon the dissolution of the Association, the Board of Governors shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association, including the establishment of scholarships for students of the University of Michigan, in such a manner, or to such organizations under section 501©(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Law), as the Board of Governors shall determine.

President:  It shall be the duty of the President to call meetings of the Governors and Officers (referred to collectively as the “Board”) of UMDC, to supervise and coordinate the activities of the UMDC and to see that the annual meeting is held as called for by the Articles of Association.  If the President is to be absent from a Board meeting, the Vice President shall preside at that meeting.  The President may, with a majority vote of the Board, appoint standing or temporary committees for the UMDC, as well as chairpersons for those committees.  The President is the main liaison to the Alumni Association of the University of Michigan.  The President shall be one of the designees for maintaining the database and shall appoint others, as determined by the number of licenses provided by the Alumni Association.

Vice-President:  It shall be the duty of the Vice President to preside over the Board meetings when the President is unavailable and to prepare the annual report for the Alumni Association.  The Vice President is responsible for meeting with each committee chair prior to all Board meetings and will be the reporting agent to the Board for information that needs to be presented at Board meetings.

Treasurer:  It shall be the duty of the Treasurer to receive all funds paid to the UMDC, and to disburse money on orders/invoices properly authorized.  It shall also be the Treasurer’s responsibility to see that any substantial balances are appropriately invested and that scholarship funds are transferred to the Office of Financial Aid of the University of Michigan.  The Treasurer shall also present a Treasurer’s Report at the Annual Meeting and produce financial statements for the UMDC on a quarterly and fiscal year-end basis.  The Treasurer and the President shall be authorized to distribute funds on behalf of UMDC.

Secretary:  It shall be the duty of the Secretary to give notice to the Board of its meetings, to track attendance and keep a record of the proceedings of all Board meetings of the UMDC, tally votes from the Board and general membership, distribute minutes to the Board, and provide, maintain and circulate current copies of UMDC’s Articles of Association and Bylaws.

Governors:  The primary responsibility of UMDC Governors is to assist the Officers in the administration of the UMDC.  Governors should serve as liaisons between the UMDC leadership and the membership and community at large.  Governorship requires attendance at Board meetings or a substantial contribution to the work of UMDC.  Attendance at Board meetings can be in-person or on the phone.  Specific duties and expectations include:

a.       Regular (a minimum of 50%) attendance at Board meetings over a rolling 12 month period;

b.       Regular attendance at UMDC events (minimum 3 events per year);

c.       Service on a least one standing or special committee;

d.       Providing assistance to Officers in formation and execution of UMDC policy; and

e.       A current dues paying member of the Alumni Association of the University of Michigan

Governors should stand ready to assist in the leadership of UMDC as needed.

The Board may remove a Governor or Officer (i) Who does not meet the criteria set forth above in Section 1, or (ii) for good cause, by a vote of a majority of the Board.  The Governor or Officer will be notified by the President of the proposed removal, and provided an opportunity for a fair hearing prior to the vote at the next Board meeting.

Immediate Past President:  Serves on the Nominating Committee and is considered a voting member of the Board of Governors.

Honorary Governor:  A designation voted on by the majority of the Board of Governors to recognize individuals who have served the UMDC and earned lifetime status.  Honorary Governors are not considered to be voting members of the Board of Governors.

The Officers are elected for a two-year term.  All Governors are elected for a three-year term with one-third standing election each year. 

Committee Chairs are elected for a one-year term and may be reelected for additional terms.

b.       A quorum for the Board shall consist of 50% of the Board to do business at any given meeting of the Board of Governors.  Actions by the Board must be by at least seven (7)) Board members voting in the affirmative.  Voting by Internet or telephone is permitted.

UMDC has eight Standing Committees: (a) the Nominating Committee; (b) the Communications Committee; (c) the Programming/Events Committee; (d) Community Outreach Committee; (e) the Scholarship Committee; (f) College Recruiting Committee; (g) Sports Committee: and, (h) the Congressional Breakfast/Silent Auction Committees.  Board members are expected to chair or serve on at least one committee.  Non-Board members may be assigned to these committees in such numbers as the scope of the jobs at hand indicates.  The President, with the majority vote of the Board, may add standing or temporary committees as needed.

The President, subject to the approval of the Board of Governors, shall choose all committee chairs.

The Chair(s) for each committee then existing shall be responsible for submitting a budget in writing to the Treasurer by July 31 of each year, said budget to be reviewed and rejected, accepted as-is or accepted with modifications by the Board in August.

The ongoing strength of the UMDC lies on the hands of the Nominating Committee.  The President shall chair this committee.  The Nominating Committee shall consist of the Chair, one other Board member (selected by a majority of the Board) and the immediate Past President.  It shall be its duty to present names to be voted on by the Board as vacancies on the Board occur during the year and to prepare a slate of nominees to serve as Governors and Officers for election prior to the Annual Meeting.  The slate of nominees must be approved by a majority of the Board prior to submission to the membership.  An affirmation ballot, with the aforesaid nominees for Governors and Officers shall be presented to those UMDC members attending the Annual Meeting.  Absent good cause, the Board shall elect those Governors and Officers receiving the majority of the ballots cast at the Annual Meeting.  The Nominating Committee may request the assistance of the Board in preparing the slate.

Communications Chair(s):  The Communications Chair(s) shall oversee the Communications Committee and all its functions and shall act as the main liaison to the Alumni Association of the University of Michigan for all communications matters following election to office.  In carrying out these responsibilities, the Chair(s) will be assisted by a committee of Board members and other UMDC members. 

The duties of this Committee shall include but not be limited to the following:

1.       Writing, editing and submitting copy for True Blue or other Alumni Association sponsored mailings

2.       Creation and distribution of regular UMDC e-mail updates

3.       Assisting other committees with creation and execution of flyers, postcards, and other mailers

4.       Maintaining the UMDC website

5.       Other communications activities as agreed upon by the Board

Programming Chair(s):  The Programming Chair(s) oversees the Programming Committee and the Programming Sub-committee chairs to coordinate all of the programs following election to office.  In carrying out these responsibilities, the Chair(s) will be assisted by a committee of Board members and other UMDC members.  The Chair(s) shall be responsible for forwarding information to the Communications Chair for all information on programs and other matters of interest to UMDC members.  The Chair(s) of Programming are required to attend all UMDC events or secure designates to attend in their place.

The duties of the Programming Committee shall include but not be limited to the following:

1.       Plan events for the UMDC including, at a minimum, Speakers Series, Social Gatherings and Happy Hours, Tours, Special Events and the Annual Meeting. 

2.       Ensure that the Communications Committee is informed of all events with sufficient time to make sure members are notified of events and encouraged to attend.

The duties of the Community Outreach Committee shall include but not be limited to the following: 

1.       Plan, advertise and coordinate community volunteer events for the UMDC including, at a minimum, coordination with the National Park Service for recurring sponsorship, continued support of Hands-on DC, other Special Events, etc. 

2.       Ensure that the Communications Committee is informed of all events with sufficient time to make sure members are notified of events and encouraged to attend.

Scholarship Chair(s):  The Scholarship Chair(s) shall oversee the Scholarship Committee and all its functions and shall act as the main liaison to the Office of Financial Aid of the University of Michigan following election to office.  In carrying out these responsibilities, the Chair(s) will be assisted by a committee of Board members and other UMDC members.

1.        The solicitation of qualified candidates in the greater Washington, D.C. area, based on the approved criteria, with input from the Office of Financial Aid of the University of Michigan; reviewing applications submitted from the candidates; and interviewing a list of finalists for scholarships or any other financial aid.

2.       Subsequent to such interviews, selection of candidates to receive awards from the Scholarship Fund and presentation of those candidates to the Board.

3.       Coordinate the raising of funds to support the Scholarship Fund.

College Recruiting Chair(s):  The Recruiting Chair(s) shall oversee the Committee and all its functions and shall act as the main liaison to the Alumni Coordinator in the Admissions Office of the University of Michigan following election to office.  In carrying out these responsibilities, the Chair(s) will be assisted by a committee of Board members and other UMDC members. 

The duties of this Committee shall include but not be limited to the following:  The dissemination of information regarding The University of Michigan to prospective students (e.g., college nights, meetings of area students, student receptions, etc.).

The Sports Committee

The duties of this Committee shall include but not be limited to the following: 

1.                   The dissemination of information regarding Sports watching events.

2.                   Identification and coordination of the venues.

3.                   Assist in coordinating UMDC’s participation in the Capitol Alumni Network (CAN) team sports programs or other venues as agreed by the Board.  Coaches for each team will be identified and approved by the Board.

The Annual Meeting of the Board and members shall be held at such an hour or place in June each year as the Board or President may designate, proper notices being sent to all active members at least ten (10) days before the meeting.  Any member in good standing may attend.  Such notice shall accompany the notice of the election of Governors and Officers and other matters as determined by the UMDC Board.  The quorum for an annual meeting shall be greater than a majority of the Board Members and at least fifty active member of the UMDC membership.

The latest edition of Roberts Rules of Order, or any other set of Rules of Order duly adopted by a two-thirds majority of the Board of the Club, shall govern parliamentary procedure in the meetings of the Club.

In additional to the Annual Membership Meeting, there shall be at least five other meetings of the Board each year.  The President shall call a meeting of the Board for the purpose of organization within 60 days after election. 

Members are encouraged and welcome to attend Board meetings, but will have no voting rights at such meetings and may be excluded upon an affirmative vote by two-thirds of the Board members. 

A simple majority vote by the Board shall be sufficient to amend these Bylaws.

Section 10 – MISCELLANEOUS

Fiscal Year:  The fiscal year of the UMDC shall begin on July 1 of each year, and end on June 30 of the following year.

These amendments were adopted by a majority vote of eligible members at the Annual Meeting of the UMDC Club held on June 21, 2004, at which a quorum was present.

                                                                         BY:

                                                         Andy Bressler, President

                                                                       Attest:

                                                         Judith Spector, Secretary