BY-LAWS OF THE HARVARD CLUB OF MINNESOTA
ARTICLE 1
Members
1.1 Classes of Membership. There shall be two (2) classes of membership in the Club: Regular Members and Honorary Members. Each Regular Member shall be entitled to one (1) vote on matters described in these By-Laws or set forth in Chapter 317 of the Minnesota Statutes. Honorary Members shall be entitled to participate in activities of the Club, to the extent determined by the Board of Directors of the Club, but shall not be entitled to serve as officers or to vote at meetings of the Members.
1.2 Eligibility Requirements for Regular Members. Any resident of Minnesota who meets Harvard University’s prevailing definition of an “Alumnus” of any school of the University shall be eligible for membership in the Club as a Regular Member, by providing an updated address and consent to joining the Club and if required by the Board to pay dues in an amount determined by the Board from time to time.
1.3 Eligibility Requirements for Honorary Members. The following classes of persons are eligible for membership in the Club as Honorary Members, upon payment of annual dues, if any, in an amount determined from time to time by the Board of Directors:
(a) Residents of Minnesota who have been accepted for study at any educational institution associated with Harvard University but who have not yet met the requirements for Regular Membership;
(b) Parents of persons who are eligible to be either Regular Members or Honorary Members of the Club; and
(c) Spouses of any deceased persons who, at some time during their lifetimes, were Regular Members of the Club.
1.4 Members Term. The term of membership for both Regular and Honorary Members shall run from the beginning of a fiscal year through the first meeting of Members following close of that same fiscal year; provided, however, that no person shall become a member until he or she has paid the annual dues, if any, set by the Board of Directors or its Executive Committee.
ARTICLE 2
Meetings of Members
2.1 Annual Meeting. Within sixty (90) days following the close of each fiscal year, the Regular Members of the Club shall hold an annual meeting for the election of Officers and Directors and for the transaction of any other business as may properly come before the meeting. Honorary Members may also be invited to attend these annual meetings, at the discretion of the Board of Directors. Special meetings of the Members may also be held from time to time, in accordance with the provisions of Chapter 317 of the Minnesota Statutes.
2.2 Notice of Meetings of Members. Notice of any meeting of the Members shall be given to Regular Members by regular or electronic mail sent to the last known address of each Member. Notice may be given to the Honorary Members in any manner selected by the President or the Secretary.
2.3 Meeting Place. A meeting of the Members may be held at any place within the State of Minnesota designated by the President or the Board of Directors of the Club.
2.4 Voting. Ten percent (10%) of the Regular Members of the Club or twenty (20) Regular Members, whichever is less, attending in person or by mailed or electronic proxy, shall constitute a quorum for the transaction of business at a Meeting of Members. Each Regular Member present, in person or by proxy, shall be entitled to one (1) vote. Except as provided in Section 7.1 below, a vote of a majority of the Regular Members voting on a question shall decide the question. In all elections, the candidate for each office receiving the highest number of votes shall be elected.
ARTICLE 3
Board of Directors
3.1 Powers of Directors. The general government, management and direction of the
Club shall be vested in the Board of Directors, which is authorized to exercise all corporate powers, except as limited by statute, by the Club's Articles of Incorporation or by these By-Laws.
3.2 Identity of Directors. The Board of Directors shall consist initially of eleven (11) persons (although the Board may, upon majority vote, authorize the addition of up to (6) six persons as “at large” representatives). The composition of the Board shall be as follows: the three Officers of the Club (President, Treasurer and Secretary), the immediate past President of the Club, one representative of the college, one representative of each of the three graduate schools of Harvard University which have the most alumni residing in Minnesota at the time Directors are elected from year to year, and the remainder consisting of at large representatives.. The term of each Director shall, in the case of Officers, be the same as his or her term as an Officer of the Club; in the case of the immediate past President of the Club, be one year; and in the case of college, graduate school and at large representatives, be three years (except in order to stagger terms, of the seven (7) non-Officer Directors elected immediately following adoption of these By-Laws, two (2) shall be given initial 1 year terms, and two (2) shall be given initial 2 year terms). Directors may serve no more than 2 consecutive three year terms.
3.3 Election of Directors. The Regular Members of the Club, acting at their Annual Meeting or at any Special Meeting duly convened, shall elect a Director for each empty Director position.
3.4 Annual Meeting of Directors. The annual meeting of the Board of Directors shall be held without notice immediately following the adjournment of the annual meeting of Members and at the same place, for the purpose of transacting any business as may properly come before the Directors.
3.5 Regular and Special Meetings of Directors. Regular and special meetings of the Board of Directors may be held at such times and places as said Board from time to time may determine. Notice of any meeting of the Board shall be in writing, sent either by regular or electronic mail to the last known address of each Director.
3.6 Nominating Committee. In the final sixty (60) days of each fiscal year, the Board of the Club shall appoint a Nominating Committee from the Club's membership. The persons appointed to the Nominating Committee shall reflect the various ages, sexes and minority groups contained in the Club's membership, to the maximum extent possible. The Nominating Committee shall recommend, to the Board, persons who are willing and able to fill any empty Officer or Board positions in the following year. In performing this service, the Nominating Committee shall use its best efforts to ensure diversity among the Officers and members of the Board.
3.7 Other Committees/Chapters. The Board of Directors may create such other Committees or Chapters, for such purposes and with such powers as the Board of Directors from time to time deem necessary. Any Regular or Honorary Member shall be eligible to act as a Chairperson or Co-Chairperson of such a Committee or Chapter. Chairpersons for new Committees or Chapters shall be endorsed by the Board. and shall serve a term of one (1) year, with no limit as to the number of consecutive terms a person may serve as a Chairperson or Co-Chairperson of a Committee or Chapter. The Board of Directors may also appoint other members of each Committee or Chapter from time to time or may delegate this decision to the Chairperson or Co-Chairpersons of the Committee or Chapter.
3.8 Voting by Directors and Committee Members. A majority of the Directors or of Committee members, whether present in person, by proxy or by telephonic conference call, shall constitute a quorum for the transaction of business at a meeting of the Board or of any Committee of the Club. Each Director or Committee member present at a meeting, whether in person, by proxy or by telephonic conference call, shall be entitled to one (1) vote, with a vote of a majority of the persons voting on a question determining the question.
ARTICLE 4
Officers
4.1 Designation. The Officers of the Club shall be a President, a Secretary and a Treasurer. Only Regular Members of the Club shall be eligible to serve as Officers.
4.2 Election of Officers. The Regular Members of the Club, acting at their Annual Meeting or at any Special Meeting duly convened, shall elect an Officer for each empty Officer position.
4.3 Duties of President. The President shall be the Chief Executive Officer of the Club. The President shall preside over meetings of the Members, and the Directors. The President shall have general charge, supervision and control of the business and affairs of the Club, subject to direction by the Board of Directors.
4.4 Duties of Secretary. The Secretary shall attend the meetings of the Board of Directors and the meetings of the Members and shall record the votes and keep minutes of the proceedings at said meetings. The Secretary shall cause notice of all meetings of the Members or of the Board to be given in the manner specified in these By-Laws.
4.5 Duties of Treasurer. The Treasurer shall: (1) keep accurate financial records for the Club; (2) deposit money, drafts, and checks in the name of and to the credit of the Club in the banks and depositories designated by the Board; (3) endorse for deposit notes, checks, and drafts received by the Club as ordered by the Board, making proper vouchers for the deposit; (4) disburse corporate funds and issue checks and drafts in the name of the Club, as ordered by the Board; (5) upon request, provide the President and the Board an account of transactions by the treasurer and of the financial condition of the Club; and (6) perform other duties prescribed by the Board or by the President.
4.6 Special Powers. The Board of Directors may vest any officer with any power and charge any Officer with any duty not contrary to law or inconsistent with the Articles of Incorporation of the Club or these By-Laws.
4.7 Terms and Advancement System for Officers. The term of the President shall be one (1) year, running from the date of one annual meeting of the Members through the next annual meeting. A person may not serve two (2) consecutive full terms as President unless the Board unanimously agrees that a second consecutive term is desirable. Upon completion of the President's term, the Secretary or the Treasurer of the Club, whichever person's term is then expiring, shall become the next President of the Club. The term of the Secretary shall be two (2) years, running from the date of the annual meeting at which he or she is elected through the annual meeting two (2) years later. A person may serve only one (1) full term as Secretary. Upon completion of the Secretary's term, a new Secretary shall be elected by the Regular Members of the Club. The term of the Treasurer shall be two (2) years, running from the date of the annual meeting at which he or she is elected through the annual meeting two (2) years later. The term of the Treasurer shall begin and end in the years which alternate with the beginning and ending of the Secretary's term. A person may serve only one (1) full term as Treasurer. Upon completion of the Treasurer's term, a new Treasurer shall be elected by the Regular Members of the Club.
4.8 Vacancies and Appointments. Upon the occurrence of any vacancy in the position of an Officer, Director or a Committee Chairperson, the remaining Officers, Directors or Committee members may serve alone until the next meeting of the Members or, alternatively, the President may ask the Board of Directors to fill the vacancy. In the event of a vacancy in an Officer position, the Board may adjust the terms and advancement system for the Officers in whatever manner the Board believes will most efficiently return the advancement system to the method of operation described in Section 4.7 above. Whenever the Board of Directors votes to fill a vacancy in the position of an Officer, Director or a Chairperson, or whenever a new Committee is created pursuant to Section 3.7 above, a Nominating Committee shall thereupon be formed to search for an appropriate person to serve as an acting Officer or as an acting Chairperson, as the case may be. The Nominating Committee shall be appointed and shall function in the manner described in Section 3.6 above. After considering the recommendations of the Nominating Committee, the Board may appoint an acting Officer or an acting Chairperson or Co-Chairperson. Each person appointed as an acting Officer or as an acting Chairperson or Co-Chairperson may serve as such through the next annual meeting of the Members, at which time the Regular Members shall elect an Officer or a Chairperson or the Co-Chairpersons for the following term.
ARTICLE 5
Financial Provisions
5.1 Fiscal Year. The fiscal year of the Club shall end on the 30th day of June.
5.2 Execution of Papers. Except as the Board of Directors or the Executive Committee may otherwise direct, all contracts, bonds, notes, checks, drafts and other obligations made by the Club shall be signed or co-signed by the Treasurer.
ARTICLE 6
Dissolution
6.1 In the event of the dissolution of the Club, all of the funds and other property, if any, owned by the Club after payment of all its liabilities, shall be distributed in the manner as set forth in the Articles of Incorporation
ARTICLE 7
Amendments
7.1 These By-Laws may be altered, amended or repealed by a vote of a majority of the Regular Members of the Club present and voting at any meeting of the Members called for said purpose.
ARTICLE 8
Rules of Construction
8.1 All references to Minnesota Statutes or to any other law shall mean those in effect on the date any action is to be taken by the Club, and shall include any amendments or successor provisions.