ARTICLE I: NAME AND PURPOSES
Article 1.1: Name
The name of this organization is the Columbia University Club of South Florida (hereinafter “the Club”).
Article 1.2: Mission
The Columbia University Club of South Florida (Miami) is an active community of alumni dedicated to fostering a lifelong, meaningful and sustainable relationship to Columbia University and its alumni.
Article 1.3: Membership
Membership in the Club shall be defined as any alumni, undergraduate and graduate students of Columbia University or its affiliated schools, along with their parents and any honorary Columbians in residence in Southeast Florida.
Article 1.4: Purposes
The purposes for which this Club is formed are: to foster and promote the interests of Columbia University, to conduct academic and intellectual events for its members, and to encourage social activity among its members.
ARTICLE II: BOARD OF DIRECTORS
Article 2.1: Board Authority
The Club shall be governed by the Board of Directors (hereinafter “the Board”). The Board is responsible for establishing the overall policy and direction of the Club, managing or delegating responsibility to manage events and activities, liaising with Columbia University and the Columbia Alumni Association, and managing the affairs and property of the Club in accordance with the purposes and limitations set forth in these bylaws. The Board will engage in strategic and succession planning, revise and approve the yearly budget and promote the mission of the Club.
Article 2.2: Board Composition
The Board shall consist of the four (4) members of the Executive Committee and up to eight (8) additional members at-large.
- The Executive Committee of the Board shall consist of a President, a Vice President, a Secretary, and a Treasurer.
- President. The President shall be the executive officer and the Board and assume principal responsibility and supervision of the general functions of the Club. The President shall convene meetings of the Board. The President shall represent the Club with outside persons or bodies. The President shall ensure that any action taken on behalf of the Club is aligned with the Club’s goals and Bylaws.
- Vice President. The Vice President shall assist the President and perform his or her duties in the event of the President’s absence or inability to act. The Vice-President will be presumed to be the next President, unless he or she resigns or is removed.
- Secretary. The Secretary shall be responsible for overseeing official Club communication to Club members via website, social media, email, or other means, preparing and distributing meeting agendas and minutes, and maintaining the written record of Club activities including the minutes of regular and special Board meetings and committee meetings.
- Treasurer. The Treasurer shall be responsible for managing the financial activities of the Club, including, but not limited to preparing and managing the annual budget, collecting payments and dues, dispersing funds to vendors and other parties, and ensuring compliance with applicable state and federal financial regulations.
- Members At-Large
There may be up to eight (8) members at-large. Members at-large may fill any of the positions listed below.
- Chair for Membership. The Chair for Membership shall be responsible for maintaining an accurate listing of all club members, seeking to expand club membership, engaging high percentages of club membership in events and activities, and managing the Board nomination and election process.
- Chair for Career Advancement and Networking. The Chair for Career Advancement and Networking shall be responsible for fostering career-related connections between Club members and organizing professional development opportunities for Club members.
- Chair for Community & Events. The Chair for Community and Events shall be responsible for planning a variety of events that foster alumni engagement in the local community, including arts, sports, sciences, academics, volunteerism, and more. He or she shall also be responsible for overseeing the overall event calendar for the Club.
- Chair for Recent Alumni. The Chair for Recent Alumni shall be responsible for engaging individuals who have recently graduated from Columbia and its affiliated schools, seeking to develop meaningful and long-term engagement with the Club.
- Chair for External Affairs. The Chair for External Affairs shall serve as the President’s designee and principal liaison for the Club to Columbia University and the Columbia Alumni Association, the local All Ivy+ community, and other Columbia-affiliated local alumni clubs.
- Member At-Large. Up to three (3) additional member at-large positions are usually ceremonial, and reserved for past Presidents, or other advisory or honorary capacities.
- Board members may simultaneously hold more than one position, although no individual may hold more than one position within the Executive Committee.
- Board members shall have the authority to plan and execute Club events, with the advance approval of the board, and while ensuring a coordinated calendar with the Chair for Community & Events.
- Board members will have access to the Club’s email and web-based communication platforms, and be expected to independently distribute content related to their respective responsibilities, in coordination with the Secretary.
Article 2.3: Terms and Term Limits
- Barring removal or resignation, all Board members shall serve for a term of two (2) years, with approximately fifty percent of board members ending their term in the same year, as much as is practicable.
- The President and Vice President shall be ineligible to serve in the same office for the next term succeeding that which he or she was elected. No other board member may serve more than two (2) consecutive terms in the same specific Board position.
Article 2.4: Elections and Appointments
- The President or designee, usually the Chair for Membership, will oversee the nomination, election, and appointment process.
- Elections shall be held for the annually for any vacant positions from the four (4) positions of the Executive Committee, and the five (5) member at-large positions identified in Article 2.2, Section 2(a) through Section 2(e). The President and Vice President shall be elected in odd years. The Secretary and Treasurer shall be elected in even years.
- With the exception of the President, any Club member is eligible to be nominated for any Board position. The Vice President will automatically be the sole nominee for President, unless he or she was removed or resigned. In that case, other current members of the Board may be nominated for President.
- All Club members will be informed via email or other communication no later than April 15 of all board positions for which 1) the current Board member’s term is expiring or the position is vacant, and 2) the position is open to election. Club members will be invited to nominate other Club members or themselves to run for the Board.
- The nomination and election process will have clearly communicated timelines agreed upon by the Board which encourage the highest level of Club member engagement.
- The Board shall establish a mechanism to ensure that all nominees have proven participation and volunteerism with the Club prior to their being placed on the slate for election.
- Elections will be held annually in the month of June. Elections will be held online, or in whatever manner that encourages the highest level of Club member engagement. Prior to the election, Club members must be made aware of the following information about each nominee: 1) name, 2) school attended, 3) graduation year, 4) a brief statement. Regardless of the number of nominees for a position, the person who obtains a the largest number of votes cast for that position will be the winner.
- At the first Board meeting after an election, the Board may make appointments to fill unfilled Board positions. In the event that any position of the Executive Committee is not filled, the Board should appoint elected member(s) at-large to fill the role(s) of the vacant Executive Committee position(s). The Board may appoint any Club member to fill vacancies in any of the five (5) member at-large positions identified in Article 2.3, Section 2(a) through Section 2(e). To fill these vacancies, the Board may especially consider individuals who were nominated, but not elected for other positions. The Board may also appoint up to three (3) additional members at-large at their discretion. These unnamed member at-large positions are usually ceremonial, and reserved for past Presidents, or other advisory capacities.
Article 2.5: Removal, Resignation, and Board Vacancies
- The Board, by a two-thirds vote, may remove a Board member if it determines that there is reasonable cause for removal and that removal is in the best interest of the Club.
- Any Board member who has missed three (3) consecutive meetings of the Board, unless the Board has excused such member from attendance, will automatically be considered for removal.
- Resignation of a Board member may be submitted either in writing or in person at a regular or special meeting of the Board and will take effect upon receipt by the Board.
- If a board member is removed or resigns before the end of his or her term, the Board may appoint another Board member or Club member to serve the remainder of the term, hold a special election, or may wait to refill the position until the next election, as long as there are no fewer than four (4) members of the Board.
Article 2.6: Quorum
- In Board and Committee meetings, quorum is constituted when at least half and not fewer than three (3) of the total current members of the Board or Committee are present at a meeting. Attendance may be telephonic. In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
- Passage of a motion requires a simple majority of a quorum, unless otherwise stated in these Bylaws. In the event of a tied vote, the President’s vote shall carry the motion.
Article 2.7: Meetings
- The full Board shall meet no less than three (3) times per fiscal year.
- The President or designee shall set the time and place of meetings. Notice of each meeting shall be given to each Board member by email, not less than one (1) week before the meeting. Where practicable, options for telephonic or virtual attendance will be made available.
- Regular business and formal actions may be conducted via email as long as all Board members are given reasonable amount of time with a clear deadline to submit their vote. A quorum of Board members must submit a vote for the action to be valid. Business conducted via email shall not constitute a meeting.
- The Board may from time to time, at its discretion, invite interested stakeholders or other persons as determined by the Board to participate in Board meetings.
- The Secretary shall be responsible to maintain a written record of all Board and Committee meetings and any formal actions taken by email.
Article 2.8: Reimbursement
Board members shall serve without compensation, with the exception that expenses incurred related to the mission of the Club are allowed to be reimbursed with the advance approval of the board.
Article 2.9: Committees
- The Board may create standing, ad hoc, or special committees in the furtherance of the Club’s mission. Each committee of the Board shall serve at the pleasure of the Board.
- Each committee shall be comprised of not less than one (1) Board member and any number of Board members or Club members. The Chairperson of the committee shall be a member of the Board.
- Minutes of the proceedings of any such committee shall be kept, submitted to the Board at its next meeting, and retained by the Secretary.
ARTICLE III: FINANCIAL ADMINISTRATION
Article 3.1: Fiscal Year
The fiscal year of the Club shall be July 1 – June 30.
Article 3.2: Dues
- The Board may institute the payment of dues, which shall be in such amount, shall cover such period, and shall be payable at such date as fixed by the Board. Dues shall be used for the general purposes of the Club as determined by the Board.
- In establishing dues, the Board shall consider such factors as continuity, club expenses, and undue confusion or burden on Club members. The Board may create a revenue structure that takes into account such factors.
- The payment of dues shall not be considered as a condition for membership in the Club, but dues-paying members may be eligible for differentiated rights and benefits.
Article 3.2: Employees and Other Agents
The Board retains the right to hire such employees and other agents as it shall deem necessary to carry out the mission of the Club, each of whom shall hold such position at the pleasure of the Board and each of whom shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board may determine.
Article 3.3: Checks, Drafts, etc.
- All checks, orders for the payment of money, obligations, and insurance certificates shall be signed or endorsed by an Executive Committee member(s) or agent(s) of the Club.
- At any time, there shall be no fewer than two Board members who are authorized signatories for any Club account.
- Any member of the Executive Committee is authorized to issue checks, orders for the payment of money, etc. related to a single event or activity up to the sum of $500. Any sums in excess of $500 require prior Board authorization.
Article 3.4: Deposits, Accounts, and Reports
- All funds of the Club, not otherwise employed, shall be deposited in general or special accounts in such banks, trust companies or other depositaries as the Board or any committee to which such authority has been delegated by the Board may select, or as selected by the President, to whom such power may be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Club, checks, drafts and other orders of the Club may be endorsed, signed and delivered on behalf of the Club by any member of the Executive Committee.
- Annual financial reports are required to be submitted to the Board. Such reports shall be verified by the President or by Board Resolution, or certified by an independent certified public accountant or a firm of such accountants selected by the Board.
- The Board shall submit an annual report to the State Department of Florida as stipulated by that entity before May 1 of every year to avoid late fee penalties.
- There shall be kept with the Treasurer, or at a physical or electronic location chosen by the Board, correct books of account of the activities and transactions of the Club, including a copy of the Certificate of Incorporation, a copy of these Bylaws, all minutes of meetings of the Board and all other records maintained by or under the supervision of the Board.
Article 3. 5: Inurement
No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the mission statement.
Article 3.6: Dissolution
The Club shall be dissolved and its assets disposed of in accordance with these articles when the membership of the Club falls below ten (10) members, or after a plan of dissolution has been approved by affirmative vote of at least two thirds (2/3) of the members voting. Upon the dissolution of this club, after paying or making provision(s) for all its obligations and liabilities, all of the assets of the organization shall be distributed to Columbia University, so long as it is organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the IRS Code.
ARTICLE IV: CAMPAIGNING
No part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this organization shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of any candidate for public office.
ARTICLE V: AMENDMENT OF BY-LAWS
These Bylaws may be amended or repealed at any regular or special meeting of the Board by the vote of two-thirds (2/3) of the number of Board members in office, provided a copy of the proposed amendment(s) is provided to each Board member at least five (5) days prior to said meeting.
ARTICLE V: EFFECTIVE DATE
These Bylaws have been made effective by the Board of Directors of the Columbia Alumni Club of South Florida, on this 19th day of March, 2015.