Proposed Update to Bylaws

Please find the proposed update to the Vassar Club of Washington, D.C. by-laws.  The update will be taken to a vote at the annual meeting on January 30.


Table of Contents
Article I.  Name. 2
Article II.  Purpose. 2
Article III.  Members. 2
A.    Eligibility.2
B.    Dues. 2
C.    Resignation. 2
Article IV.  Board of Directors. 2
A.    Number 2
B.    Election of Directors and Term.. 3
C.    Removal or Resignation of Directors. 3
D.    Quorum.. 3
E.    Action by Consent 3
F.    Place and Time of Meeting of the Board. 3
G.    Notice of Meeting. 4
Article V.  Executive Committee. 4
A.    Officers. 4
B.    President 4
C.    Vice President(s) 4
D.    Secretary. 4
E.    Treasurer 4
F.    Election of Officers and Term.. 5
Article VI.  Miscellaneous. 5
A.    Fiscal Year 5
B.    Contracts. 5
C.    Amendments. 5
Article VII.  Indemnification and Exculpation. 5

Article I.  Name
The name of the corporation is “The Vassar Club of Washington D.C.” (hereinafter referred to as the “Club”).

Article II.  Purpose
The Club is organized to operate exclusively for charitable, educational, scientific, and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), herein generally called “exempt purposes,” and to promote and support Vassar College in a manner exclusively for exempt purposes.

Article III.  Members
The Club shall consist of members that meet eligibility requirements and are current on Club dues.

A.    Eligibility
All persons are eligible for membership provided one of the following:
1)     Holds a degree from Vassar College
2)     Is a former or current student of Vassar College
3)     Is a member of the Faculty of Vassar College
4)     Is a trustee of Vassar College
5)     Other persons the Broad of Directors may designate from time to time, but shall accord with the purposes and best interest of the Club.

B.    Dues
Dues may be collected from the membership to be used for current expenses and other purposes not consistent with exempt purposes.  The dues shall be fixed by the Executive Committee. Dues are payable upon joining the Club, and a bill for dues shall be sent prior to the beginning of each calendar year.  If the dues remain unpaid for three consecutive months after they become payable, membership shall cease.  Membership may be restored upon payment of current dues and arrears for the year in which the membership lapsed.

C.    Resignation
A member wishing to resign may do so at any time upon written notice to Executive Committee.

Article IV.  Board of Directors
A.    Number
The property, affairs, business and concerns of the Club shall be managed by a Board of Directors, consisting of not fewer than eight (8) Directors.  One single board member may be elected by a representative from Vassar College.

B.    Election of Directors and Term
Directors shall be elected by an annual or special meeting of the membership by a majority vote.  Each Director shall be elected for terms of two (2) years, such terms to commence on the first day of July following such annual or special meeting.  No person who has served for two successive elected terms on the Board shall be eligible for re-election until two years has elapsed after the expiration of his or her term; except that in special circumstances a current Director who has served two successive elected terms may be elected to serve an additional term as Director not to exceed two years.  The Nominating Committee shall nominate candidates for the Board and the Executive Committee.

The Board may at any meeting fill vacancies in its number, the appointees to hold office until the next annual meeting of members at which Directors are elected.  Candidates to fill such vacancies shall be the responsibilities of the remaining Board of Directors; however, such responsibility may be delegated to a Nominating Committee.

C.    Removal or Resignation of Directors
Any one or more of the Directors may be removed either with or without cause, at any time, by a majority of the Directors at the time in office.  Any member of the Board of Directors may resign by tendering a resignation in writing to the Secretary, which resignation shall be effective upon receipt.  Unexcused absence from three consecutive regular meetings of the Board shall be deemed a resignation.  In no event shall there be less than eight (8) member of the Board of Directors.

D.    Quorum
The majority of the entire Board shall be necessary to constitute a quorum for the transaction of business.  Except as otherwise provided, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Election of Directors by the membership shall require a minimum of 15 members in good standing.

E.    Action by Consent
Any action required or permitted to be taken by the Board may be taken without meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the member of the Board shall be filed with the minutes of the proceedings of the Board.

F.    Place and Time of Meeting of the Board
Meetings of the Board may be held at any place or virtually.  The time and place for holding meetings shall be fixed by the Board, the Executive Committee, or by the President.  The annual meeting shall be determined by the Executive Committee and scheduled between the fifteenth (15) day of March and the fifteenth (15) day of June each year, unless otherwise specified by the Executive Committee.

G.    Notice of Meeting
Notice of meeting shall be given to the membership not fewer than twenty-one (21) days prior to the annual and/or special meeting.  Notice shall include a mail-in ballot which may be used to vote elections.  Written ballots must be received by the day of the annual and/or special meeting.

Article V.  Executive Committee
A.    Officers
The Officers of the Club shall be referred to as the Executive Committee.  Members of the Executive Committee shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as may from time to time be deemed advisable by the Board of Directors.

B.    President
The President shall be the chief operation officer of the Club and, subject to the control of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Club in accordance with any policies and directives approved by the Board of Directors.  The President chairs the Executive Committee and serves as a member, ex-officio, of all other club committees.  The President shall serve a term of no more than two consecutive years.

C.    Vice President(s)
In the absence or disability of the President, the Vice President(s) shall perform the duties and exercise the power of the President.  The Vice President(s) shall also assist the President and perform such other duties and have such other powers as are prescribed in the Bylaws and as from time to time may be prescribed by the Board of Directors.  The Vice President(s) chairs the nominating committee and shall serve no more than two years.

D.    Secretary
The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Club, including but not limited to meetings of the Board of Director, meetings of the committee(s), annual and/or special meetings.  The Secretary shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general, perform all duties customary to the office of secretary.  The Secretary shall manage external and internal communications including but not limited to maintenance of databases and club documents.

E.    Treasurer
The Treasurer shall perform all duties customary to that office, shall have the custody of and be responsible for all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in the books of the Club.  The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Club in such depositories as shall be selected by the Board of Directors.  The Treasurer shall disburse the funds of the Club as may be order by the Board of Directors, or its delegate, and shall render to the President and the Board, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Club.  The Treasurer shall oversee budget and all fiscal duties of the Club and assist the Secretary with the management of Club documentation.  The Treasurer shall prepare and make an annual report of the Club and file appropriate tax documents as necessary.

F.    Election of Officers and Term
The Nominating Committee shall consist of three (3) members of the Club, to be appointed by the Board for a term of two years.  No more than two members of the Nominating Committee may be members of the Board. The Vice President will chair this committee.

The Nominating Committee shall nominate candidates for the Board and the Executive Committee.  Nominations shall be presented to the Board at least sixty days (60) prior to the annual meeting of members.  Independent nominations may be made by any fifteen (15) members of the Club.  Such nominations must be provided in writing to members of the Nominating Committee at least forty (40) days in advance of the annual meeting.  They must be accompanied by the names of the proposers with the consent of the nominees.  Independent nominations must be included on the official ballot.

The official ballot shall be sent to all members with the Notice of meeting.  Candidates for Executive Committee shall be made from the membership of the Board of Directors.

Article VI.  Miscellaneous
A.    Fiscal Year
The fiscal year of the Club shall be from July 1 to June 30.

B.     Contracts
Members of the Executive Committee may be authorized by the Board of Directors to enter into and execute on behalf of the Club contracts, leases, and all other forms of agreements or documents, permitted by law, the Articles of Incorporation and these Bylaws, except where such documents are required by law to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to some other officer or agent of the Club.

C.     Amendments
These Bylaws may be altered, amended or repealed, or new bylaws may be adopted, at any meeting of the Board of Directors, by a vote of majority of the Directors in office, if at least ten (10) days’ written notice is given of the intention to take such action at such meeting.

Article VII.  Indemnification and Exculpation
Reference is hereby made to the laws of the District of Columbia.  The Club shall indemnify each person who may be indemnified (the “Indemnitiees”) pursuant to the laws of the District of Columbia, to the full extent permitted there-by.  The Indemnitiees shall not by liable to the Club except for their own individual willful misconduct or gross negligence.  The Board of Directors may purchase insurance for acts performed by Indemnitees or others in service to the Club.  Such insurance may protect the Club, Indemnitiees or such other persons against the costs of investigation, settlement, litigation and judgment.  The Board of Directors shall, in its sole discretion, set the limites of any such coverage, including who shall benefit from the coverage, the events covered and the amounts of coverage.

Published January 20, 2014