BYLAWS OF THE
UNIVERSITY OF FLORIDA ALUMNI ASSOCIATION OF
GREATER WASHINGTON D.C.
The following shall be known as the bylaws of the University of Florida Alumni
Association Washington, D.C. Area Chapter, the bylaws being the rules of self
government of the organization. These bylaws are the set of rules by which the
organization operates on a daily basis and settles disputes that may arise from
time to time; and they are binding on all those associated with the organization
either now, or in the future. If the Bylaws are found to be in conflict with the
Bylaws of the University of Florida National Alumni Association, then the Bylaws
of the National Alumni Association shall override.
ARTICLE 1. NAME
Section One. Principal Office.
The organization shall be known as the University of Florida Alumni Association
of Greater Washington D.C., and may also be known as the Washington D.C. Gator
Club. Such organization shall have its principal office as designated by the
Board. For convenience, the organization shall be referred to in these bylaws
as the "Club."
ARTICLE 2. PURPOSES
Section One. Organization.
This Club is organized as an affiliate of the University of Florida National
Alumni Association and, consistent with its existing Charter and Constitution,
is to be operated primarily for educational and charitable purposes.
Section Two. Purposes.
The purposes of this organization shall be as follows:
- To advance and promote the general welfare and interests of the University
of Florida as an educational institution;
- To promote and foster the excellence and stature of the University of Florida;
- To foster a spirit of loyalty, unity and cooperation among graduates,
former students and friends of the University of Florida;
- To conduct any other lawful business to accomplish the goals and purposes
stated herein, provided such business in no way conflicts with the charters
and bylaws of the University of Florida National Alumni Association, Inc.
and the University of Florida Foundation, Inc.
ARTICLE 3. MEMBERSHIP
Section One. Eligibility for Membership.
Membership in the Club will be open to alumni, current students, former students,
family of alumni, and all other persons who have demonstrated an interest in the
Club, the University of Florida National Alumni Association and the University
of Florida.
Section Two. Admission to Membership and Benefits of Membership.
The Board of Directors will establish, from time to time, the form and manner
in which persons may apply for membership. The Board of Directors may also
establish the level of benefits to the different membership groups based upon,
among other things, the type of membership (i.e., single, family) and the
payment of dues. Further, each member agrees to be bound by the Bylaws, and
by any rules and regulations the Board of Directors adopt.
Section Three. Right to Hold Office.
Only Members in good standing will be eligible to hold any office or otherwise
serve on the Board of Directors of the Club.
Section Four. Property Rights.
No Member will have any right, title or interest in any of the property or
assets, including any earnings or investment income of this Club, nor will
any of the property or assets be distributed to any Member on its
dissolution.
Section Five. Liability of Members.
No Member will be personally liable for any of the Club's debts, liabilities
or obligations, nor will any Member be assessed for the debts, liabilities
or obligations of the Club, unless such member committed resources of the
Club without the express approval of the Board or Executive Committee.
ARTICLE 4. GOVERNING STRUCTURE
Section One. Board of Directors.
The governing body of the Club shall be a Board of Directors composed of
not more than 15 voting Members. The Board of Directors shall be composed
of the President, the President-elect, the Vice President, Secretary,
Treasurer, Immediate Past President, and not fewer than five ( 5 ) but
not more than nine (9) Members-at-Large. The voting membership of the Board
shall serve until their successors are elected or appointed. Past Presidents,
excepting the Immediate Past President, shall be ex officio, non-voting
members of the Board. All Board members are expected to participate actively
in Club activities.
Section Two. Officers.
The officers of the Club shall consist of a President, President -Elect, a
Vice President, Secretary, and Treasurer.
ARTICLE 5. BOARD OF DIRECTORS
Section One. Powers.
Except as otherwise provided in these Bylaws, the rules of the Alumni
Association, the University of Florida and the Board of Regents of the State
University System of Florida or by law, the powers of this Club will be
exercised, its properties controlled and its affairs conducted by the Board
of Directors. The Board of Directors may delegate the performance of any duties
or exercises of any powers to the officers, committees and its designees as the
Board of Directors determines appropriate.
Section Two. Authority.
The Board of Directors may specifically authorize any officer or officers,
agent or agents of the Club, in addition to the officers authorized by these
Bylaws, to enter into any contract or to execute and deliver any instrument
in the name of and on behalf of the Club. The authority may be general, or
confined to specific instances.
Section Three. Term of Office.
Unless otheryise specified in these Bylaws, all terms of office of the Board
of Directors will be for a period of one (1) year.
Section Four. Resignation.
A director may resign at any time by submitting a written resignation to the
President and the Board of Directors.
Section Five. Removal.
A director may be removed by a two-thirds vote of the Board of Directors
whenever in its judgment the interests of the Club would be best served,
subject to the rules of the Club and the Alumni Association.
Section Six. Replacement of Directors.
Whenever a vacancy exists on the Board of Directors, the vacancy will be
filled by appointment of a new director by the President. Any person
appointed to fill a vacancy in the Board of Directors will hold office
for the unexpired term of his or her predecessor in office, subject to
the power of removal stated in the Bylaws of the Club or at law.
Section Seven. Compensation.
No member of the Board of Directors will receive any compensation from
the Club solely by virtue of his or her membership on the Board.
Section Eight. Liability of Directors.
The directors will not be personally liable for debts, liabilities, or
other obligations of the Club, except as provided for in Article 3, section 5.
ARTICLE 6. OFFICERS AND DUTIES
Section One. Officers.
The officers of the Club shall consist of a President, a President-elect,
a Vice President, Secretary and Treasurer. The officers shall have the
authority and perform the duties prescribed by the Board of Directors.
All officers of the Club will serve in accordance with the rules and
regulations of the University of Florida Alumni Association.
Section Two. President.
The President shall preside at all Club, Board of Directors and Executive
Committee meetings, appoint chairpersons, committees and perform other
duties as may pertain to the Office. The President will supervise all
activities in accordance with the provisions of these Bylaws. The President
will sign any reports required by law and/or the National Alumni Association.
He or she will perform any other duties assigned by the Board of Directors,
the Executive Committee, the Alumni Association, the Bylaws or otherwise
incident to the office.
Section Three. President-Elect.
In the absence of the President or in the event of the President's inability
or refusal to act, the President-elect will perform the duties of the
President, and when so acting, will have all the powers of, and be subject
to all the restrictions upon, the President. The President-Elect will perform
other duties assigned by the President, the Board of Directors, the Executive
Committee, the Alumni Association, the Bylaws or otherwise incident to the
office.
Section Four. Vice President.
In the absence of the President and President-elect or in the event of the
President and President-elect’s inability or refusal to act, the Vice President,
will perform the duties of the President, and when so acting, will have all
the powers of, and be subject to all the restrictions upon, the President.
The Vice President will perform other duties assigned by the President, the
Board of Directors, the Executive Committee, the Alumni Association, the
Bylaws or otherwise incident to the office. The Vice President shall also
oversee and supervise all committees, including the Club’s scholarship fund
and athletic functions, and regularly update the board as to the activities
of those committees.
Section Five. Treasurer.
The Treasurer shall be responsible for the receipts and proper acknowledgment
of all monies pertaining to the Club, for the adequate accounting of the same;
for the proper transfer of such monies to the respective designated depositories
as may be authorized by the Board of Directors, and for the property of the Club
and its records. The Treasurer will, with the assistance of the President or
his or her designee, review the Club’s financial information and advise the
Board of Directors of the Club’s financial status at each meeting of the Board.
The Treasurer will perform any other duties as are assigned by the President,
the Board of Directors or the Executive Committee.
Section Six. Secretary.
The Secretary, or his or her designee, will keep minutes of meetings of
the Board of Directors and any other records and proceedings of the Board.
The Secretary will also keep a membership book giving the names and the
addresses of Members.
ARTICLE 7. COMMITTEES
Section One. Structure of Executive Committee.
The President, with the approval and consent of the board, may appoint an
Executive Committee consisting of the President, President-elect, and at
least 1 but not more than 3 other members of the Board. The Executive
Committee may review, discuss and set the agenda prior to any Board meeting
and make financial decisions involving Club finances not to exceed an amount
as set by the Board annually. The Executive Committee may also consider
matters of an emergency nature during any period when the board is not
meeting, subject to such limitations as may be imposed by the Board.
Any actions taken by the Executive Committee shall be reviewed and approved
by the Board at the next regular meeting.
Section Two. Term of Office/Executive Committee.
Unless otherwise specified, all terms of office on the Executive Committee
will be for a period of one fiscal year.
Section Three. Establishment of Other Committees.
There may be such other special committees as are authorized by the Board
of Directors. The Chairperson and members of all committees shall be appointed
by the President, subject to the approval of the Board of Directors.
Section Four. Terms of Office.
The Chairperson and committees that may be established from time to time,
shall serve until the end of the Club fiscal year in which they are appointed,
unless the committee is sooner abolished or unless a member is removed or ceases
to qualify as a member of the committee. Further, any committee member may be
removed by a two-thirds (2/3) vote of the Board of Directors. The Chairperson
and members of the committees shall serve at the will and pleasure of the Board
of Directors.
ARTICLE 8. NOMINATIONS AND ELECTIONS
Section One. Nominations.
The President shall appoint a Nomination Committee composed of three (3) members
of the Club, including non-officer members of the Board of Directors, and
designate one of them as Chairperson. It shall be the duty of the nominating
committee to submit names of candidates for President, President-elect, Vice
President, Secretary, Treasurer and the members of Board. The President, at the
Annual Business Meeting as described in Section Two, shall ask for and accept,
further nominations from the active members of the Club.
Section Two. Elections.
- The general membership fills a total of thirteen (13) positions by election.
Those positions are: President-Elect, Treasurer, Vice President, Secretary,
and nine at large directors.
- The President will appoint three individuals to serve as an Election's
Committee by April 1st of each year. The President will designate one
of the three members to serve as chairperson of the committee. Once
appointed, the committee will manage the elections process.
- Only individuals registered as members of the association, who are current
in their dues, as of June 1 of the current fiscal year are eligible to vote
and stand for nomination to the Board of Directors in general membership
elections. Current family memberships will be allowed two votes.
- The final roster of eligible voters shall be made available to the board
of directors upon request by June 3. Challenges to the list of eligible
voters must be submitted to the President of the Club by 6 pm on June 5th.
The President will then submit these challenges to the Board by 6 pm on
June 6th. The majority vote of the board, which can be conducted by
electronic balloting, will be final and binding as to the composition
of the roster of eligible voters.
- An electronic ballot will be submitted to eligible voters by 8 AM June 9.
Voting may begin upon receipt of the ballot and must be submitted no later
than midnight on June 16th. Ballots submitted after midnight on June 16th,
shall not be counted. Family memberships will be advised they may vote twice.
It is the obligation of eligible votes to ensure that the DC Gators Club has
their current e-mail address.
- The Election's Committee shall certify the results of the election.
Certification requires a majority vote of the Committee. Certified results
of the election will be communicated to the entire membership via email
no later than June 28th.
- Election to a position shall require the candidate for that position to
obtain at least 50% + 1 of the votes cast. If this requirement is not met, then
a run-off election between the two candidates who garnered the highest number
of votes for the position will be conducted. The run-off election shall be
conducted consistent with these rules, except that ballots will be submitted to
eligible voters by 8:00 a.m. on June 19th. Balloting will remain open until
midnight on June 22nd. Thereafter the Elections Committee shall certify the
results and communicate them to the board no later than June 28th.
ARTICLE 9. MEETINGS, QUORUM AND ACTION WITHOUT A MEETING
Section One. Meetings of the Club.
This Club shall have at least one (1) meeting each fiscal year. This meeting
is to be known as the Annual Business Meeting, at which the election of
officers and members of the Board of Directors shall occur. Additional
meetings may be held at the discretion of the Board of Directors.
Section Two. Board of Directors.
The Board of Directors will meet no less than six (6) times each fiscal year.
Meetings of the Board of Directors may be called by the President, a majority
of the members of the Executive Committee, or a majority of the members of the
Board of Directors, provided that proper notice of the meeting is given to the
directors at least fourteen (1 4)days prior to each meeting. Provided that
proper notice has been given, if a Board member is absent for three consecutive
meetings, then that Board member is subject to removal by a majority vote of
the Board.
Section Three. Quorum of Board of Directors.
A majority of the members of the Board of Directors or a committee will
constitute a quorum. Attendance may be by attending a duly noticed meeting in
person or by telephone. Once a quorum is established, it will remain in effect
for the entire meeting
Section Four. Action by Quorum.
Except as may otherwise be provided in these Bylaws, or in the Charter and
Constitution of this Club, or by law, the act of a majority of directors or
committee members present at any meeting at which a quorum is present will be
the act of the Board of Directors or applicable committee..
Section Five. Officers and Committees.
For the purposes of carrying out their responsibilities as designated by these
Bylaws and by the Board of Directors, the officers shall meet at any time and
place designated by the President and President-Elect. For the purposes of
carrying out their responsibilities as designated by these Bylaws and by the
Board of Directors, the committees shall meet at any time and place designated
by the President and the committee chair.
Section Six. Rules of Order.
Roberts “Revised Rules of Order” shall be the rule and the guide in the conduct
of the business of all meetings.
ARTICLE 10. FISCAL YEAR
The fiscal year of the Club shall coincide with the fiscal year of the National
Alumni Association from July 1 to June 30 of the following year.
ARTICLE 11. REVIEWS, BUDGETS AND EXPENDITURE PLANS
Section One. Reviews.
The President will arrange, at least once per fiscal year, to have the books,
records and accounts of the Club reviewed. The annual report for the Club may
include any comments from the reviewers with regard to improvements in the Club's
procedures and controls, if any..
Section Two. Budgets and Expenditure Plans.
By not later than July 31 of each year, the operating budgets and expenditures
plans for the Club for that fiscal year must be approved by the Board of Directors.
ARTICLE 12. CONFLICT OF INTEREST
Section One. Policy.
No member of the Board of Directors will have a material personal interest in
conflict with the interests of the Club or be engaged to provide professional or
other services to the Club for remuneration, unless the arrangement is the result
of a competitive bidding process or is the result of circumstances which, in the
judgment of the Board of Directors, warrants the arrangement. Nothing in this
section, however, will be construed to preclude the Club from engaging the services
of a director, his or her company, his or her employer, his or her associates, or his
or her immediate family members so long as the relationship is fully disclosed to the
Board. A director having a conflict of interest will not use his or her personal
influence in order to obtain a contract with the Club; however, a director may state
his or her position and answer pertinent questions with respect to the matter. In the
event the Club engages a director, his or her company, his or her employer, his or her
associate, or his or her family member to provide professional services for
remuneration, the Club will enter into a written agreement with the director, his or
her employer, his or her company, his or her associate, or his or her family member
that will specify the nature, term and scope of the engagement, and any other factors
determined necessary by the President
Section Two. Written Disclosure.
At least once a year, there will be a written disclosure by each member of the Board
of Directors of all relationships, fees, commissions or other remunerations furnished
by the Club to the director, his or her company, his or her employer, his or her
associates, his or her immediate family members, or by any organization in which a
member has a significant beneficial ownership. Additionally, if any conflict arises
during the twelve months following completion of the written disclosure statement, the
director will promptly notify the President in writing. The Secretary shall be responsible
for monitoring application of this policy.
ARTICLE 13. MISCELLANEOUS
Section One. Confidentiality.
The Club will not release personal or financial information about alumni, Members,
volunteers, donors, or prospective donors.
Section Two. Non-Discrimination.
The Association will not discriminate based upon race, color, religion, sex,
marital status, sexual orientation, age, national origin or disability.
ARTICLE 14. AMENDMENTS
The Bylaws of this Club may be amended by the vote of a two-thirds majority of all
votes duly cast by members of the Board at any meeting at which a quorum is present;
provided, however, that no amendment will be made unless a copy of the proposed amendment
is filed in writing with the Board at least 21 days prior to the date of the meeting.
Upon receipt of a copy of a proposed amendment, the President will give written notice of
the proposed amendment to the directors by sending a copy to each member of the Board of
Directors not less than seven (14) days prior to the meeting.
Adopted by the Board, October 7, 1997
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