Articles of Association and Bylaws of the Michigan State University Alumni Club of Livingston County
ARTICLE I – NAME
The name of this organization shall be the Michigan State University (MSU) Alumni Club of Livingston County (hereinafter “Corporation”). The Corporation may conduct its affairs under any assumed name or names other than its corporate name, not otherwise precluded from use by statute, and provided that a certificate stating the true name of the Corporation and the assumed name under which its affairs are to be conducted is filed with the appropriate state entity.
ARTICLE II – PURPOSE, OBJECTIVES, AND RESTRICTIONS ON POWERS
Section 1. Purpose.
The mission of the MSU Alumni Club of Livingston County is to build awareness and support of university programs and to enhance involvement of alumni and friends through activities and community outreach. This organization is formed as a volunteer-based club affiliated with the MSU Alumni Association of Michigan State University.
Section 2. Objectives.
The objective of the Michigan State University Alumni Club of Livingston County shall be:
1. To act as an agency for the dissemination of information regarding the Educational advantages of Michigan State University, and
2. To support the activities of Michigan State University toward the realization of its educational program, in every way possible, including scholarships, and
3. To unite for social purposes, those persons who are interested in the distinguished record and future progress of Michigan State University.
Section 3. Restrictions on Powers.
1. No asset of the Corporation shall inure to the benefit of any Director or member of the Corporation or to any other private person. However, this provision shall not restrict the authority of the Corporation to pay a reasonable compensation to any person, provided he or she is not a Director, for services rendered on behalf of the Corporation.
2. The Corporation shall not engage in any activity not allowed a Michigan nonprofit corporation organized for charitable, religious, educational, or scientific purposes under the Michigan Nonprofit Corporation Act, nor shall it participate on behalf or in opposition to any candidate for public office.
3. A Director of the Corporation shall not vote on a transaction otherwise prohibited by the Corporation’s Conflict of Interest Policy, as amended from time to time.
4. Except where these Articles of Association and Bylaws otherwise provide, the parliamentary authority for the Corporation shall be the latest edition of Robert’s Rules of Order.
ARTICLE III – MEMBERSHIP
Section 1. Composition; Dues.
Membership is open to all individuals, including graduates and former students, faculty and staff members, former faculty and staff members, parents of students, and friends of the University residing in the area of the MSU Alumni Club of Livingston County. The Michigan State University Alumni Association may charge dues to become a member; however the Corporation shall not charge membership dues.
ARTICLE IV – BOARD OF DIRECTORS
Section 1. Directors; Restrictions on Compensation.
A Director shall reside or work in the area of the MSU Alumni Club of Livingston County and be available to attend regularly scheduled meetings of the Board. A Director shall neither receive nor accept from the Corporation compensation for serving as a Director, but the Corporation may reimburse a Director for reasonable and actual expenses incurred in the performance of his or her duties.
Section 2. Governing Body; Number of Directors; Staggered Terms; Limitation; Vacancies.
1. The governing body of this Club shall be a Board of Directors consisting of not fewer than seven (7) members, five (5) of whom will be officers and not fewer than two (2) of whom will be at large members. The directors of the Club shall be elected for a term of (3) years beginning the first day of January following the election.
2. The terms for members of the Club’s Board of Directors shall be staggered so that each year, (1/3) retire from the Board and a like number of new directors are elected to the Board.
3. One member of the Board of Directors must serve as a Young Alumni Coordinator. This individual must be a MSU graduate of 10 years or less in order to represent the young alumni demographic within the club’s geographic boundary.
4. The retiring president shall serve as an ex-officio member of the Board of Directors. A director can be a candidate for re-election to the Board of Directors for two full terms following the expiration of his or her first full term. Between annual elections, the Board of Directors shall, by a majority vote of its members, fill all vacancies on the Board that occur due to resignation, expulsion, or for other reasons. All new terms begin the first day of the month following their election and shall end in conjunction with the terms of the other officers.
5. The Board of Directors shall treat all members of and applicants to the Board based solely on their qualifications and/or performance. All Directors, applicants, and members shall be treated in accordance with all local, state and federal laws and regulations, and without regard to race, color, national origin, disability, sex, sexual orientation, age, height, weight, marital status, religion, or partisan consideration.
ARTICLE V – OFFICERS
Section 1. Title; Method of Selection.
1. The “Officers” of the Club shall be as follows: President, Vice President, Secretary, Treasurer, and Young Alumni Coordinator. The Officers of the Club shall be elected by the Board of Directors from among its members at its November meeting. The Officers shall serve for three-year terms, beginning January 1 of each year. The treasurer may be bonded at the expense of the Club. Officers may be nominated and re-elected to the same office providing that Officer has time remaining in his/her three-year term, except that if a Director is elected to the position of Vice President to serve in the third year of their term, a fourth year shall be added to their term of office if that Director is elected to the office of President during the third year of their term. Notwithstanding anything to the contrary in the foregoing, no Officer may hold the same office for greater than two consecutive three-year terms. The Board of Directors shall elect the officers at the fall meeting.
2. All officers and committees not otherwise provided for shall be chosen by the governing body of the Club, the Board of Directors, at any regular or special meeting of the Board and in such manner as the meeting may decide.
Section 2. Powers and Duties.
1. The President shall preside at all meetings of the Board of Directors and of the membership, but shall have no vote unless the Board of Directors or the membership be equally divided, and shall have such other powers and duties as the Board of Directors may prescribe.
2. The Vice President shall have, in the absence of the President, all of the powers and duties normally vested in the President, and shall have such other powers and duties as the Board of Directors may prescribe.
3. The President shall be responsible for the general communications to and from the Corporation, respond to mail (electronic or first class) addressed to the Corporation, ensure that the website is current and functioning, coordinate the Corporation’s newsletter, and be the liaison to the Michigan State University Alumni Association.
4. The Secretary shall keep and prepare minutes of meetings of the Board of Directors, prepare and post notices of all meetings, maintain custody of all non-financial original records and documents of the Corporation, and shall have such other powers and duties as the Board of Directors may prescribe. Minutes of the prior meeting shall be provided within 10 days. Notices of the upcoming meeting shall be provided at least 10 days in advance of the next scheduled meeting. Minutes of the prior meeting and notices of the upcoming meetings may be provided by means of electronic mail or first class mail.
5. The Treasurer shall maintain all original financial records of the Corporation, an itemized account of all receipts, expenditures, and disbursements, report upon all financial transactions at each regular meeting of the Board of Directors, and be responsible for the bank accounts and disbursement of all funds of the Corporation.
6. It shall be the duty of the treasurer to receive all monies paid to the Club, to disburse money as approved by the Board of Directors, and to provide an annual accounting to the general membership of all financial transactions of the club.
7. It will be the responsibility of the President and Treasurer of the Board of Directors to submit a proposed budget to the Board of Directors on or before the second meeting of the calendar year. A budget shall be adopted by the Board of Directors prior to making expenditures for the remainder of the calendar year. The adopted budget may be amended by a two-thirds (2/3) vote of the Board of Directors.
Section 3. Standing Committees.
It shall be the duty of the president and the other officers of the Club at the beginning of their terms, to review the need for continuing the previous year’s standing committees and the need for additional committees. The president shall appoint all standing committees deemed desirable by the Board of Directors, and his or her appointment to each committee shall be presented to the Board of Directors for their approval, not later than the spring meeting of the board of directors.
Section 4. Election of Board of Directors and Officers; Method of Nomination; Required Notice.
The Board of Directors, through its electronic newsletter and/or posting on its website, shall notify its general membership by October 1 of each year that applications for election to the next Board of Directors are being accepted and shall be completed and received by the current Board of Directors by October 21. If the number of qualified applicants received by October 21st is insufficient to ensure that the minimum number of Board members does not fall below 7 for the following year, the Nominating committee may accept additional applications after the filing date. The Nominating Committee shall present its recommended candidates at the November Board meeting. The Nominating Committee shall have the further duty to nominate, prior to the annual election of Officers, one or more candidates for each office, from among the eligible members of the Board of Directors. No member of the Board shall be eligible to serve more than three consecutive years in the same office. The recommendations of the Nominating Committee shall be presented to the Board at its November meeting for the election of Officers. In addition to those names presented by the Nominating Committee, nominations may be made for new members or Officers by any member of the Board at the November Board meeting.
Section 5. Nominating Committee.
1. A Nominating Committee consisting of not less than three, nor more than five members, shall be appointed by the president prior to the fall meeting.
2. The Nominating Committee shall present the names of nominees from the membership, prior to the fall meeting.
3. The Nominating Committee shall have the further duty to select, prior to the annual election of officers prescribed herein, one or more candidates for each office, from among the several members of the Board of Directors. The candidates selected shall be presented to the fall meeting of the Board of Directors, for the election of officers as prescribed herein.
Section 6. Duties and Powers.
It shall be the duty of the Board of Directors:
1. To carry out the mission and purposes of the Corporation;
2. To approve programs that accomplishes the objectives and purposes of the Corporation;
3. To apply for funding from the Michigan State University Alumni Association;
4. To carry out the provisions of these Articles of Association and Bylaws now in force, or as may be hereafter amended;
5. To adopt, alter, and amend such other rules and regulations not inconsistent with these Bylaws;
6. To act through committees;
7. To adopt an annual budget; and,
8. To do all other acts not inconsistent with these Bylaws or contrary to any public law as may be in the judgment of the Board of Directors necessary and proper to the management, promotion, and best interest of the Corporation.
Section 7. Removal; Resignation; Vacancy.
A Director may be removed by a majority of the currently serving Board of Directors, provided that the intention of removal accompanies the notice of the meeting. The absence of a Director from three meetings during any twelve month period may be deemed a resignation, if so declared by affirmative vote of a majority of remaining Directors. A vacancy among the Board of Directors may be filled for the balance of that unexpired term by majority vote of the remaining Directors.
Section 8. Board Meetings.
At the first Board of Directors meeting of the calendar year, the Board shall set a time and place for its regular meetings for the remainder of the year. The Board of Directors shall meet at least four times a year at such time and place scheduled. Attendance at regular Board Meetings shall be mandatory unless otherwise excused by the President. A special meeting may be called by the President or upon a written request to the President by four Directors, at any time the business of the Club so requires. If called, a special meeting shall be held within thirty days of the notice. The Board of Directors may meet by means of telephone conference, or other means of remote communication by which all persons participating in the meeting can communicate with each other. Participation in a meeting via remote communication constitutes presence in person at the meeting.
Section 9. Notice and Waiver Thereof.
Notice of all meetings of the Board of Directors shall be given to each Director at least ten days prior to the meeting. In the case of a special meeting, the purpose for which the meeting is called shall accompany the notice. The attendance of a Director at a meeting of the Board of Directors, whether in person or by means of telephone conference or other means of remote communication as provided herein, shall constitute a waiver of notice, unless the Director attends for the express purpose of objecting to the transaction of business on grounds that the meeting was not lawfully called for want of notice.
Section 10. Quorum.
A majority of voting Directors shall constitute a quorum for the transaction of business, but a lesser number may adjourn a meeting from time to time.
Section 11. Taking Action without Meeting; Consent.
Action required or permitted to be taken at a meeting of the Board may be taken without a meeting if, before or after the action, all members of the Board consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board. The consent has the same effect as a vote of the Board for all purposes.
Article VI – MEETINGS
1. Meetings of the Club shall be called as and when deemed desirable by the Board of Directors. The Board of Directors shall meet quarterly, February, May, August and November.
2. The president of the MSU Alumni Club of Livingston County may call a meeting of the Board of Directors at any time business of the Club may require.
3. Attendance of directors at each meeting of the Board of Directors is of vital importance to the Club’s program. Attendance at board meetings shall be mandatory and effective. Failure to attend more than three consecutive Club Board Meetings shall be deemed grounds for dismissal from the board of the MSU Alumni Club of Livingston County.
4. Meetings of the membership when called by the Board of Directors shall be held at such hour and such place as the Board of Directors may designate, with proper e-mail notice being given to all members.
Article VII – DISSOLUTION
Section 1. Distribution of Assets.
Upon the dissolution of the Corporation, and after provision for payment of all liabilities thereof, the Board of Directors shall distribute or cause to be distributed all remaining assets of the Corporation to the scholarship funds supporting students from Livingston County attending Michigan State University or another non-profit organization, or in the event that it no longer exists, such other organizations as are qualified under Section 501(c)(3) of the internal revenue code and consistent with the purpose of the Corporation as defined in Article II or, in default thereof, to a court of competent jurisdiction in the county in which the principal office of Corporation is then located.
Section 2. Asset Held Upon Condition
Any asset held by the Corporation upon the condition that it be returned, transferred, or conveyed upon the dissolution of the Corporation, shall be returned transferred, or conveyed in accordance with such requirement.
Article VIII – INDEMNIFICATION
Section 1. Right To Indemnification.
The Corporation may, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, Director, or employee of the Corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity. No indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding, to be guilty of a criminal offense or liable to the Corporation for damages arising out of his/her own gross negligence or misconduct in the performance of a duty to the Corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of Directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. This Article constitutes a contract between the Corporation and the indemnified Officers, Directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer, Director, or employee under this Article shall apply to such Officer, Director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Section 2. Nonexclusively of Rights
The right to indemnification conferred by this Article shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of disinterested Directors, or otherwise.
Section 3. Indemnification Of Employees And Agents Of The Corporation
The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to payment by the Corporation, for expenses incurred in defending any proceeding before its final disposition, to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation.
Section 4. Insurance
The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee, or agent of the corporation or of another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the corporation would have the power to indemnify the person against the expenses, liability, or loss under the Michigan Nonprofit Corporation Act or Michigan Business Corporation Act.
Article IX – AMENDMENTS
These Articles of Association and Bylaws may be amended by a two-thirds (2/3) majority of the members of the Board of Directors.
Article X – NOTIFICATIONS TO MSU ALUMNI ASSOCIATION
A current copy of these Articles of Association and Bylaws, and any revisions adopted by the board, shall be sent to the MSU Alumni Association in East Lansing.
Date Amended: June 29, 2015