Club Bylaws

Article I—Name and Purpose

Section 1. Name. The name of the association shall be The Yale Club of Tallahassee.

Section 2. Purpose. The object of the association shall be to promote, foster and advance fellowship among alumni of Yale University; to advance the interests, influence, and reputation of Yale by establishing a medium for serving the University in the Tallahassee area; and to be of service to the greater Tallahassee area. The Club is organized exclusively for charitable, educational, and scientific purposes. The Club provides a means by which alumni of the University and members of the community may contribute to the welfare of the University. Such means may include, but are not limited to: encouragement of the enrollment of qualified students in the University; scholarship aid to undergraduate and graduate and professional students; sponsorship of community service projects; sponsorship of fundraising events which will benefit the University directly or which will benefit the Club in the establishment of scholarships or to provide for the expenses of operating the Club; performing public relations work on behalf of the University by initiating, facilitating and participating in programs which will foster continued support of the University.

Article II—Membership

Section 1. Members. The members of the Club shall consist of Honorary Members and Regular Members.

Honorary Members shall be all persons who may be elected (a) by unanimous vote of the Board of Directors or (b) by two-thirds vote of the members entitled to vote at any meeting of the members, present in person or represented by proxy.

Regular Members shall be persons who hold Yale degrees, who are spouses of persons who hold Yale degrees, who are widows and widowers of persons who held Yale degrees, or who are parents of Yale undergraduate or graduate students or of Yale degree holders, and who shall have complied with such additional requirements as the Board of Directors may establish from time to time.

Section 2. Contributions. All members are encouraged to contribute annually to support the activities of the Club.

Section 3. Annual Meeting. The annual meeting of members shall be held on such date as set by the Board of Directors at such place within Leon County as the Board of Directors may designate. At the annual meeting any business may be transacted whether or not the notice of such meeting shall have contained a reference thereto.

Section 4. Quorum. At all meetings of members, ten members present in person or represented by proxy at the meeting, or a majority of all the members of the Club, whichever is less, shall constitute a quorum. The members present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of one or more members so as to leave less than a quorum.

Section 5. Voting. Any member who may vote may do so in person or by proxy dated not more than six months prior to the meeting and filed with the President. Except as otherwise provided by law or these By-Laws, at all meetings of members all questions shall be determined by a majority vote of such members entitled to vote, present in person or represented by proxy.

Article III—Board of Directors

Section 1. Board of Directors. The policies of the Club and the control and management of its affairs shall be vested in a board consisting of up to ten (10) directors as follows: (a) six (6) directors elected as such by the membership and (b) as ex-officio directors, each of the persons holding the offices of Secretary and Treasurer and AYA Representative and Chair, Alumni Schools Committee while holding such offices, or any of them, who is not otherwise a member of the Board of Directors. Such six (6) directors shall be elected by the membership at the regular annual meeting hereinafter provided. Two (2) of such six (6) directors shall be elected each year and serve for a term of three (3) years or until each such director’s successor shall have been elected and qualified.

Section 2. Vacancies. Vacancies on the Board of Directors shall be filled by a majority vote of the Board at a special meeting called for that purpose.

Section 3. Board Meetings. Directors shall function as a board and shall adopt such rules and regulations for the conduct of their meetings as they may deem proper, not inconsistent with these by-laws.

Section 4. Quorum. A quorum at any meeting of directors shall consist of three (3) directors.

Section 8. Compensation. Directors shall not receive any compensation for their services in such capacity, but may be reimbursed by the Club for their reasonable expenses and disbursements on behalf of the Club.

Section 9. Indemnification. The Club shall indemnify each officer, director, or employee of the Club and their heirs, executors, or administrators against, and make reimbursement to them, for all reasonable cost, loss, expense, and/or liability incurred by any of them in connection with the defense or reasonable settlement in any action, suit, or proceeding in which they are made party by reason of their being, or having been, an officer, director, or employee of the Club, except in such instances where the Board of Directors shall find that (1) such officer, director, or employee acted in bad faith or was guilty of willful misconduct in the performance of duties on behalf of the Club; of (2) such indemnification and reimbursement would be contrary to public policy or the laws of the State of Florida. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may otherwise be entitled and shall inure to the benefit of the executor or administrator of the estate of such director or officer.

Article IV—Officers

Section 1. Officers. The officers of the Club shall be a President, Vice-President, Secretary and Treasurer and such other positions as the Board of Directors shall determine. The offices of Secretary and Treasurer may be filled by the same person. The officers shall be elected annually by the Board of Directors following the regular annual meeting of the membership. The President and Vice-President shall be members of the Board of Directors. The Secretary and Treasurer and AYA Representative and Chair, Alumni Schools Committee shall be ex-officio members of the Board of Directors, as provided in Section 1 of Article III.

Section 2. Officer Terms. Officers shall serve from the time of their respective elections until the next annual meeting of the Board of Directors or until their successors have been elected and qualified. Any officer may be removed either with or without cause by a majority vote of the Board of Directors at a special meeting called for that purpose or at the annual meeting, and vacancies among the officers shall be filled by the Board of Directors without undue delay.

Section 3. Role. The officers of the association shall serve as an Executive Committee for the conduct and management of the affairs of the association, together with such additional members as may from time to time be appointed by the Board of Directors.

Section 4. Duties. The officers shall perform all duties normally incident to their respective offices.

Article V—Meetings

Section 1. Annual meeting. The regular annual meeting of the membership of the Club shall be held in the spring at a time and place to be set by the Board of Directors. Notice of such annual meetings shall be emailed to each member at least five (5) days prior to the date thereof. At such annual meetings two (2) members of the Board of Directors shall be elected by a majority vote of the members attending and voting.

Section 2. Time and Place of Annual Meeting. Meeting of the association shall be held at times and places to be determined by the Board of Directors.

Section 3. Board of Directors Meetings. Meetings of the Board of Directors and of the officers shall be held at such times and places to be determined by their respective memberships.

Section 4. Meeting Leadership. The President, and in the President’s absence the Vice-President, shall preside at all meetings of the membership, the Board of Directors and the officers.

Article VI—Committees

Section 1. Committees. The President, with the approval of the Board of Directors, shall appoint such committees as necessary to carry out the aims and objectives of this association and to properly administer its affairs.

Section 2. Nominating Committee. At least three (3) weeks prior to the time of holding the annual membership meeting, the President, with the approval of the Board of Directors, shall appoint a nominating committee which in turn shall present its nominations of two (2) candidates for election as members of the Board of Directors at the annual meeting.

Article VII—Financial

Section 1. Fiscal Year. The fiscal year of the Club shall begin July 1 and shall end June 30.

Section 2. Tax Exempt Status. The Club shall operate in such a manner as to qualify for tax deductions normally granted to charitable and educational organizations for sales, income, and other taxes. Publication of such tax-advantaged status, under current law, as it applies to Club operations, including, but not limited to solicitations, activities, and fundraising events, shall be made as deemed appropriate by the Board of Directors.

Section 3. Income. Income received by the Club may include, but is not limited to designated and undesignated contributions, event income in excess of expense, and designated and undesignated bequests.

Section 4. Investments. The property, assets, and funds of the Club may be invested in support of the purposes of the Club in such financial instruments, real estate, or personal property as may be approved by the Board of Directors.

Article VII—Amendments

These by-laws may be amended by a two-thirds (2/3) majority vote of the whole Board of Directors present and voting.