Sample ByLaws

Below is an example of by-laws that Harvard Clubs and SIGs may use as a template when creating their own governing documents. Clubs and SIGs should feel free to modify them as they see fit, or to craft their own version.

CONSTITUTION/BYLAWS
The Club/SIG Constitution/Bylaws details the operating procedures of the Club or SIG. For instance, the constitution will identify how often a board meets, how and when board elections will occur, the length of board terms, and so on.

The following constitution is suggested as a model, subject to alterations to fit local circumstances, for the constitution of any Harvard Club or SIG which desires nonprofit status under Section 501(c)(3).

MODEL CONSTITUTION
Article I: Name
Section 1. Name
The name of this organization shall be  _____insert Club or SIG name_______.
Section 2. Purposes
This Club is organized and shall be operated exclusively for educational and charitable purposes. In furtherance of such purposes, the club shall: (1) Foster a spirit of fraternity among graduates, former students, and current students of Harvard University; (2) Serve in extending knowledge of the aims and achievements of Harvard University to alumni/ae in the region; (3) Influence
outstanding young men and women to apply to Harvard (e.g., interviewing/applicant parties/new admit parties); (4) Promote the interest of all alumni and alumnae in the academic and extracurricular activities of Harvard; (5) Communicate area alumni/ae views to the Harvard Alumni Association; (6) Represent the interests of the University in the region; (7) Cooperate with the HAA to strengthen the Club/SIG and encourage the establishment of new clubs; (8) Promote and encourage communication between Harvard University and its alumni/ae residents in the area.

Article II: Membership
Active membership in the Club/SIG shall be open to anyone who qualifies under one or more of the following categories:
1. Any person who has received a degree awarded by Harvard University;
2. Any person who has completed one semester at Harvard University or Radcliffe College as a student or as an instructor;
3. Any person who has received a certificate of completion from an official program of
the University of six weeks or more;
4. Any person who has received an honorary degree from Harvard University;
5. Parents of current undergraduates at Harvard;

Article III: Officers and Board of Directors
The affairs of the club shall be administered by an Executive Committee (or Board of Directors) and a President, Vice President(s), Secretary, and Treasurer. (See Bylaws for rules governing these bodies.)

Article IV: Amendments
Articles and sections of this Constitution may be amended, altered or repealed at any annual or special meeting of the club by a two thirds vote of those present, provided that notice of the proposed amendment, alteration or repeal has been sent at least ten days prior to such meetings to all current club members, and provided the amendment, alteration, or repeal is consistent with
guidelines for Harvard clubs prescribed by the HAA.

Article V: Funds of the Club
In the event of dissolution of the Club or SIG all its funds and other property, if any, remaining after the payment of its liabilities, shall be paid over and transferred to the President and Fellows of Harvard College for the benefit of the HAA or any successor
organization, provided that the HAA, or such successor organization, has been determined to be (or to be an integral part of) an organization described in 501(c) 3 of the Internal Revenue Code.

If the above requirement is not met, the assets of the Club/SIG shall be transferred to the President and Fellows of Harvard College, provided it is then exempt from federal income tax and organized and operated exclusively for charitable, scientific, literary, or educational purposes, as the Board of Directors may by vote determine.

No part of the net earnings of the Club or SIG shall inure to the benefit of any member, director, officer, or other private individual 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 stated in Article I, Section 2 of the Constitution.

No substantial part of the activities of the Club/SIG shall consist in carrying on propaganda, or otherwise attempting to influence legislation, and the Club/SIG shall not participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. Nothing contained in these bylaws shall be read as authorizing or
permitting the Club/SIG to operate other than exclusively for charitable, scientific, literary or educational purposes and no amendment of these bylaws shall authorize or permit the Club/SIG to be organized or operated other than exclusively for the stated purposes.

MODEL BYLAWS
Article I: Meetings of Members
Section 1. Annual Meeting
The Annual Meeting shall be held at a time and place to be determined by the Executive Committee (Board of Directors) at which time the election of the officers and Executive Committee (Board of Directors) shall take place. (See Bylaws, Article III, Section 1.)
Section 2. Special Meetings
Special meetings shall be held when called by the Executive Committee (Board of Directors).
Section 3. Notice of Meetings
The Secretary as directed by the Executive Committee (Board of Directors) shall give notice of meetings.
Section 3. Quorum
Each active member in good standing shall be entitled to one vote upon any matter coming before the Club/SIG. At meetings of the Club/SIG, _____ percentage of members shall constitute a quorum.
Article II: Dues
Section 1. Amount
The amount of membership dues shall be determined by the Executive Committee (Board of Directors).
Section 2. Fiscal Year
Each dues payment shall cover the fiscal year of the club, which is from July 1 through the following June 30, inclusive.
Article III: Governing Body
Section 1. Executive Committee (Board of Directors)
The governing body of the organization shall be an Executive Committee (Board of Directors) consisting of the elected officers of the Club/SIG and ____ additional members, of whom one shall be the immediate past president of the Club/SIG. Additional members may be elected at the Annual Meeting of the Club/SIG, or when their successors have been chosen. (In larger Club/SIG, terms of Committee members (Directors) should be staggered.) Both ex-officio and additional members shall have voting rights.
Section 2.
The Executive Committee (Board of Directors) shall have full power to carry out the purposes of the Club/SIG, and shall have general charge and control of its affairs, funds, and property, but shall not have the sole right to amend this Constitution. It is responsible for setting immediate goals for the current administrative year and long-range goals for future Club/SIG achievement.
Section 3.
The Executive Committee (Board of Directors) shall meet at least four times per year to plan the activities of the Club/SIG and to review the general club situation, or at any time designated by the President. The Secretary will be responsible for notifying each member of the committee. At such meetings a majority constitutes a quorum.

The Executive Committee (Board of Directors) shall have full power to act on all applications for membership.

Article IV: Officers
Section 1. Officers
The officers shall be the administrative body of the Club/SIG and shall consist of a president, vice president(s), secretary, and treasurer. All officers shall be elected as provided in the Bylaws.
Section 2. President
The President, or in that officer’s absence the Vice President, shall preside at all meetings of the Club/SIG and Executive Committee (Board of Directors). The President shall appoint all committees except as otherwise provided by this Constitution, and perform such other duties as may be required by custom or by the welfare of the Club/SIG or by request from the Harvard Alumni
Association (HAA) including, but not limited to, the completion of the HAA Annual Report forms.
Section 3. Vice President(s)
In the temporary absence of the president, the vice president shall be designated by the president to exercise and perform his duties. At other times the vice president shall carry out such duties, such as heading important committees of the Club/SIG, as may be delegated by the president to the Executive Committee (Board of Directors).
Section 4. Secretary
The Secretary shall keep a record of all meetings of the club and Executive Committee (Board of Directors). The Secretary shall be the custodian of the records of the Club/SIG, conduct correspondence, and have charge of the membership and mailing lists. The secretary shall notify all members of Club/SIG meetings and shall keep available for inspection by the Club/SIG members, copies
of the Constitution and Bylaws. The secretary shall perform other duties of the office and as assigned by the Executive Committee (Board of Directors) or president.
Section 5. Treasurer
The treasurer shall be authorized to collect all monies payable to the Club/SIG shall be charged with keeping the funds of the Club/SIG, and from such funds shall make the necessary disbursements. The treasurer shall keep the club’s financial accounts and shall enter in detail all receipts and disbursements. The treasurer shall be authorized to open an account in the name of the Club/SIG and deposit all funds therein. The Treasurer shall make an annual statement and report to the Club/SIG, or,
when required, to the Executive Committee (Board of Directors), and perform other duties of the office as assigned by the Executive Committee (Board of Directors) or president.
Section 6. Other Standing Officers
Standing officers, if necessary, shall be appointed by the president and shall carry out the details necessary to the office to which appointed.

Article V: Elections
Section 1. Nominating Committee
The president, with the approval of the Executive Committee (Board of Directors), shall appoint a nominating committee. The nominating committee shall present to a meeting of the Club/SIG called for that purpose a list of nominations for the positions of president, vice president, secretary, treasurer, and any additional members of the Executive Committee (Board of Directors). Nothing in the Bylaws shall prevent the nomination of members for any or all of these positions when properly made form the floor.
Section 2. Annual Election
The annual election shall be held at a time designated by the Executive Committee (Board of Directors) (see Article I). Newly elected officers will take office on July 1.
Section 3. President’s term
The President shall be elected for a one-year term, and shall not serve more than three consecutive one-year terms.
Section 4. Officer Vacancy
Vacancies occurring in any office, except the office of the President, shall be filled for the remainder of the unexpired term by the Executive Committee (or Board of Directors). In case of a vacancy occurring in the office of the President, a Vice President then in office shall serve as President for the remainder of the unexpired term, and the Executive Committee (or Board of Directors) shall fill the vacancy of the Vice President for the remainder of the unexpired term.
Section 5. Removal of Officers
An officer may be removed, with or without cause, by 2/3 vote of the Executive Committee (Board of Directors).
Section 6. Notification of Election Results
Notification of election results shall be transmitted at once to the HAA.

Article VI: Special Committees
The president from time to time may appoint such additional or special committee (i.e., Scholarship Committee, Schools Committee, Program Committee, Membership Committee) as is advisable. No committee shall take any action committing the Club/SIG without the express authorization of the president. Action by any committee shall be upon affirmative vote of a majority of its members.

Article VII: Harvard Alumni Association
Officers and committees of the ____ insert Club/SIG name ________ shall cooperate with officers, Regional Directors, committees, and staff of the HAA in carrying out the purposes of the latter Association, and adhere to HAA requests and policies.

Article VIII: Harvard Trademark Policy
Harvard Clubs/SIGs are part of the Harvard University community and the University grants Harvard Clubs permission to use the “Harvard Club/SIG” name and other University trademarks and insignias. Harvard Clubs/SIGs need to comply with policies set forth in the “Policy on the Use of Harvard Names and Insignias” located on the Harvard Trademark Program’s webpage at
http://www.trademark.harvard.edu as well as the Harvard Club/SIG Trademark Policy titled “Use and Licensing of the ‘Harvard Club/SIG’ name, the HAA Logo, and other University Trademarks.”

Article IX: Bylaw Amendments
These bylaws may be amended, altered, or repealed at any annual or special meeting of the Club/SIG by a two thirds vote of those present, provided that notice of the proposed amendment, alteration, or repeal has been sent at least ten days prior to such meetings to all current Club/SIG members and provided the amendment, alteration or repeal is approved by the HAA Executive Committee.