BYLAWS

OF

COLUMBIA UNIVERSITY CLUB

OF

NORTHERN NEW JERSEY

ARTICLE I

NAME AND PURPOSES

1. The name of this organization shall be the Columbia University Club of Northern New Jersey (the “Club”).

2. The purposes of the Club shall be:

2.  
   1. To foster and promote the best interests of Columbia University in the City of New York among its alumni and friends in Northern New Jersey.
   2. To establish an ongoing organization of alumni dedicated to preserving and furthering the highest intellectual and ethical principles upon which the University was founded and has flourished.
   3. To conduct academic/intellectual/social events for University alumni
   4. To encourage the socialization of its members.

ARTICLE II

GENERAL POWERS

The Club shall have the power to own, accept, acquire, mortgage and dispose of real and personal property, and to obtain, invest, and retain funds, in advancing the purposes stated in Article I, above.  The Club shall have the power to do any lawful act or thing reasonably necessary or desirable for carrying out the Club’s purposes, and for protecting the lawful rights and interests of its members in connection therewith.

MEMBERSHIP AND DUES

1.      The Club shall consist of Regular and Honorary members.  Those eligible for membership shall be:

a.       Alumni of any school or division of Columbia University residing in the territory of the Club.  An alumnus is any person who has attended Columbia University for one semester or longer, including summer session.

b.      Parents of current or former students of the University.

c.       Students currently attending Columbia

d.      Widows/widowers of Columbia alumni

e.       Honorary: anyone so designated by the Club, regardless of previous affiliation with Columbia.

2.      The annual dues of regular members shall be in such amount, shall cover such period, and shall be payable at such date as fixed by the Executive Committee.

3.      Honorary and student members shall be exempt from the payment of dues.  They shall enjoy all the privileges of regular members, except that they shall neither hold office nor vote.

4.      Any member of the Club may retain his membership although moving from the area if he or she continues paying dues.

1.      The management of the Club shall be vested in a Board of Directors.

2.      The Officers of the Club shall be President, Immediate Past President, Vice President—Programs, Vice President—Communications, Secretary, Treasurer, and Assistant Treasurer.

3.      The officers of the Club shall be members duly elected to two-year terms by a plurality vote of the dues-paying members voting by written ballot (which may be submitted electronically).  Each Officer shall continue in office until the expiration of the term for which he or she is elected and shall continue thereafter until his or her successor shall have been elected and qualified.

4.      The Officers shall comprise the Executive Committee of the Club.  The Executive Committee of the Club shall have all the powers of the Club except that the Executive Committee shall not have the power to elect Officers or amend these By-Laws.  The Executive Committee may exercise its powers by a majority vote of Officers constituting a quorum of the Executive Committee, except that such vote need not occur during such a meeting and each vote may be transmitted electronically or telephonically.

5.      The Board of Directors shall be comprised of the Executive Committee, and no less than two (2) additional at-large directors.  The at-large directors of the Board shall be elected as directors by a majority vote of the Executive Committee.  Each director shall continue in office until the next election of the Executive Committee at which time they may be elected to an additional term.  Any at-large director may be removed, with or without cause, by a majority vote of the Executive Committee. 

6.      The Nominating Committee shall be comprised of the President and Immediate Past President (the “Officer Members”) and three at-large members selected by the Officer Members.  The members of the Executive Committee, other than the Officer Members, shall not be eligible for selection as at-large members of the Nominating Committee.  In selecting the at-large members of the Nominating Committee, the Officer Members shall select (a) one person who has been a club member for at least (10) years, (b) one person who has been a club member for least three (3) years, and (c) one person who has been a club member for at least two (2) years. 

7.      The Nominating Committee shall present its slate of candidates to serve as the Officers (the “Candidates”) to the Secretary.  The Secretary shall then present a ballot naming the Candidates, which may be sent electronically, to all Club members.  The Club Members shall submit their votes, which may be submitted electronically, within 30 days of receiving a ballot.  The ballot must contain a provision for write-in candidates.  The Secretary shall announce the results of the election to the Club’s members after expiration of the above-described 30-day period.

8.      Any Officer of the Club may be removed, with cause, only by a vote of two-thirds (2/3) of the Board of Directors at a special meeting called for that purpose.

9.      In the event of a vacancy in any office, other than that of President, the Executive Committee shall elect a successor to fill the unexpired portion of the term by a majority vote at a regularly scheduled or special meeting of the Executive Committee, which votes may be submitted electronically.  A vacancy in the office of President shall be filled by the Vice President--Programs.

DUTIES OF OFFICERS

1.      The President shall preside at all meetings of the Executive Committee and of the membership and shall perform the duties usually incident to the office of President.  The President shall have general supervision of the affairs of the Club, subject to the control of the Board of Directors.  The President shall keep the Executive Committee fully informed, and shall freely consult with them concerning the activities of the Club.  The President shall have the power to sign alone, unless the Executive Committee shall specifically require an additional signature, in the name of the Club all contracts authorized either generally or specifically by the Executive Committee.  The President shall perform such other functions or duties as shall from time to time be assigned to him or her by the Executive Committee or the Board of Directors.

2.      The Vice President--Programs shall have such powers and duties as may be assigned by the Board of Directors, Executive Committee, or President.  In the absence of the President, the Vice President--Programs may exercise the powers and perform the duties of the President.  The Vice-President--Programs shall be the chairperson of the Club’s Programs Committee.

3.      The Secretary shall act as Secretary of all meetings of the membership or the Executive Committee, and shall have the charge of the minutes of all such meetings.  The Secretary shall attend to the giving and serving of all notices to the membership and to the Executive Committee.  The Secretary shall have charge of the record of members of the Club and of such other books and records as the Executive Committee may direct.  The Secretary shall perform all the other duties customarily incident to the office of Secretary, subject to the control of the Executive Committee, and shall perform such other duties as shall from time to time be assigned by the Executive Committee or the President.

4.      The Treasurer shall have charge of all funds and securities of the Club, which may come into his or her hands.  The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Club and shall deposit monies and other valuable effects of the Club in the name and to the credit of the Club in such banks or depositories as the Executive Committee may designate.  Whenever required by the Executive Committee or the Board of Directors, he or she shall render a statement of the Club’s accounts.  The Treasurer shall at any reasonable time exhibit the Club’s books and accounts to any Officer, director or member of the Club.  The Treasurer shall have all such powers and duties as generally are incident to the position of Treasurer, and subject to the control of the Board of Directors, and as may be assigned by the Board of Directors, Executive Committee or the President.  He or she shall, when required, give such security for the faithful performance of his or her duties as the Executive Committee may determine.  The Treasurer shall serve as the chairperson of the Club’s Investment Committee.  In the absence of the Treasurer, the Assistant Treasurer may exercise the powers and perform the duties of the Treasurer.

5.      The Assistant Treasurer shall have access to the books and accounts of the Club, shall work cooperatively with the Treasurer with regard to management of the funds and securities of the Club, and shall have such other duties as are assigned by the Board of Directors, Executive Committee, or President.  The Assistant Treasurer shall serve as a member of the Club’s Investment Committee.

6.      The Immediate Past President shall have such duties and responsibilities as are assigned by the Board of Directors, Executive Committee, or President.

7.      The Vice-President--Communications shall have such powers and duties as may be assigned by the Board of Directors, Executive Committee, or President.  The Vice-President--Communications shall be chairperson of the Club’s Communications Committee. 

1.      The Board of Directors shall meet at least three times per calendar year on the call of the President.  The presence of at least seven (7) members of the Board of Directors shall constitute a quorum.  Members of the Board of Directors may participate in meetings telephonically or by other means of remote communication (e.g., by video-conference).

2.      The Executive Committee may meet at any time on the call of the President.  The presence of at least four (4) Officers at any meeting of the Executive Committee shall constitute a quorum.  Members of the Executive Committee may participate in meetings telephonically or by other means of remote communication (e.g., by video-conference).

1.      The Standing Committees of the Club and their responsibilities shall be as follows:

a.       Program Committee – shall have charge of all programs of the Club and of such other matters as may from time to time be referred to it by the Board of Directors, Executive Committee or the President.

b.      Communications Committee – shall seek to publicize the Club and all Club activities using all available and appropriate forms of communication.

c.       Investment Committee – shall select entities to manage the Club’s financial resources and work cooperatively with those entities. 

2.      Except as otherwise provided above, each Committee Chairperson shall determine the number of members and the organization and duties of his or her committee.

3.      Each standing committee shall periodically report on its activities to the Board of Directors and the Executive Committee.

These By-Laws may be amended at a duly called meeting of the Board of Directors by a two-thirds (2/3) majority vote of the directors present at such a meeting, which shall not be less than five (5) Directors.

1.      The Club shall be dissolved and its assets disposed of in accordance with these articles after a plan of dissolution has been approved and adopted by the membership at a special meeting called to consider such a plan, provided that:

a.       On the vote to dissolve the Club, there is an affirmative vote (which may be transmitted electronically) of at least two thirds of the members present and voting, and

b.      On a separate vote to continue the Club, the affirmative vote is less than three.

2.      After a plan of dissolution has been approved and adopted, the Club shall proceed to wind up its affairs, fulfill or discharge its contracts, collect its assets, sell its assets for cash at public or private sale, discharge or pay its liabilities, and do all other acts appropriate to liquidate its activities.

3.      After the payment of the provision of adequate payment of, or other discharge of the liabilities of the Club, the remaining assets of the Club shall be distributed and paid over to the University, unless other disposition is required by the terms of the instrument transferring such assets to the club or by applicable law.

No part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this organization shall not participate in, or intervene in (including the publishing and distribution of statement) any political campaign on behalf of any candidate for public office.

These By-Laws and any amendments shall become effective immediately upon approval thereof.

(So approved on April 14, 2009)