Constitution of the Harvard Club of Austin

Article I: Name 

The name of this organization shall be The Harvard Club of Austin (“HCA”). 

Article II: Purposes 

The HCA 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 (“HAA”); 

(6)    Represent the interests of Harvard University in Central Texas; 

(7)    Cooperate with the HAA to strengthen the club and encourage the establishment of new clubs; 

(8)    Promote and encourage communication between Harvard University and its alumni/ae residents in Central Texas. 

Article III: Membership 

Active membership in HCA 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; and

5.    Parents of current undergraduates at Harvard (upon graduation of their children, parents will remain eligible). 

Article IV: Board of Directors and Officers

The affairs of the club shall be administered by a Board of Directors. The Board shall have full power to carry out the purposes of HCA, and shall have general charge and control of its affairs, funds, and property.  The Board shall elect Directors and Officers and have the power to amend this Constitution and the Bylaws as set forth in the Constitution and Bylaws.

The Board shall consist of the number of Directors as set out in the Bylaws, so long as (a) the number is equal to or greater than three (3), is less than or equal to seventeen (17), and is not evenly divisible by two (i.e., is odd).

The Board shall consist of three sets of Directors with staggered three-year terms, so that ordinarily one-third (1/3) of the Board is elected each year. Each Director shall be elected at the annual meeting of the Board by an absolute majority of the number of Directors serving at the time the election is held.  If a slot becomes vacant during a term for any reason, the Board shall elect a Director to fill out the term, again by an absolute majority of the number of Directors serving at the time the election is held.

Directors may serve a total of six (6) consecutive years. Once off the Board for at least one year, they may serve another total of six (6) consecutive years.
The Board shall elect officers of the HCA, ordinarily immediately following the annual election of Directors, but also anytime an officer slot becomes vacant. The officers shall consist of a president and a treasurer and any other officers as called for in the Bylaws. The president and the treasurer may or may not be a Director at the time of election, but if not already a Director, shall become one upon election to office. If the result is to create a Board with an even number of Directors, the Board shall amend the Bylaws to provide for one more or one less Director and elect an additional Director or remove (or have resign) one of the existing Directors.

Terms of all officers are one year. A president may serve a total of three (3) consecutive years. After out of office for one year, a president may serve another total of three (3) consecutive years. However, an individual may not be elected President or Treasurer if to do so would mean he or she would be serving as a Director more than six years in a row. All other officers may be re-elected as many times as the Board deems appropriate

All officers shall have the duties set forth in the Bylaws, plus such other duties as assigned to them by the Board.

Directors may be removed at any time, with or without cause, by a vote of two-thirds (2/3’s) of all the other Directors serving at that time, provided that all the serving Directors received written notice, in electronic or paper form, at least two (2) weeks prior to the removal vote. Officers may be removed at any time, with or without cause, by a vote of an absolute majority of the Directors serving at that time (or of the other Directors, in the case of removal of a president or a treasurer).

Any person elected to Director or Officer of HCA must be a resident of the central Texas region (as that region is defined by the HAA) at the time of election and remain so throughout his or her term. If an Officer or Director ceases to reside in the region, he or she shall be deemed to have resigned from office as of the date residency ceases. For these purposes, to be "resident" means to have a permanent living address in the region and to spend more than half one's time in the region. Since the Board has the authority to remove Directors and Officers with or without cause, the Board shall have the final authority to determine whether this residency requirement is met.

Actions of the Board, other than election or removal of Directors, election or removal of officers, or amendment of this Constitution or the Bylaws, shall be by majority vote of those attending a Board meeting where a quorum participated. A quorum shall be an absolute majority of the number of Directors serving at the time the meeting is called.

Article V: Meetings

The purpose of this article is to provide the Board maximum reasonable flexibility in how the Directors work together to serve the HCA. Therefore, a meeting shall consist of a defined period of time, ranging from minutes to days, in which the directors confer and take action, so long as each attendee has the ability to present information and analysis to all other attendees and each attendee has the ability to receive information and analysis from every other attendee.  Examples of a valid meeting, include, but are not limited to: (a) face-to-face gatherings at a specified place and time; (b) telephone conferences; (c) video conferences; (d) chat sessions; and (e) periods of time, which may extend to days, in which the Board agrees to send and receive email messages.

A meeting may be called at any time by the President or by any three (3) directors, so long as the start time is at least two (2) weeks after the notice, or all Directors agree to waive advance notice of the meeting. All meeting notices shall state the purpose or purposes for which the meeting is being held, and no other decisions shall be made at such a meeting unless all Directors, not just the attendees, consent.   
             
Article VI: Amendments
 
Articles and sections of this Constitution may be amended, altered or repealed at any annual or special meeting of the Board by a two thirds vote of all then serving Directors, provided that notice of the proposed amendment, alteration or repeal has been sent at least two weeks prior to such meetings to all then serving Directors, and provided the amendment, alteration, or repeal is consistent with guidelines for Harvard clubs prescribed by the HAA. 

Articles and sections of the Bylaws may be amended, altered or repealed at any annual or special meeting of the Board by an absolute majority vote of all then serving Directors, provided that notice of the proposed amendment, alteration or repeal has been sent at least two weeks prior to such meetings to all then serving Directors, and provided the amendment, alteration, or repeal is consistent with guidelines for Harvard clubs prescribed by the HAA. 

Article VII: Funds of the Club 

No part of the net earnings of the club 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 II of the Constitution. 

No substantial part of the activities of the club shall consist in carrying on propaganda, or otherwise attempting to influence legislation, and the club 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 to operate other than exclusively for charitable, scientific, literary or educational purposes and no amendment of these bylaws shall authorize or permit the club to be organized or operated other than exclusively for the stated purposes. 
In the event of dissolution of The Harvard Club of Austin,  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 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.

 


BYLAWS
Of
The Harvard Club of Austin

Article I: Meetings of Members 

Section 1. Annual Discussion Meeting 

The HCA shall hold at least one meeting per year where the members are given a chance to discuss the activities and goals of the HCA. The discussion session may occur in conjunction with other HCA activities. 

The Annual Discussion Meeting shall be held at a time and place to be determined by the Board of Directors.

Section 2. Special Meetings 

Special meetings shall be held when called by the Board of Directors. 

Section 3. Notice of Meetings 

The Board of Directors, or their designee shall give notice of meetings at least two weeks prior to the scheduled start of the meeting. 

Section 4. Definition of Meeting

For all meetings of members, “meeting” shall have the meaning given by Article 
IV of the Constitution.

Article II: Dues
 
Section 1. Amount 

The amount of membership dues, if any, shall be determined by the Board of Directors. 

Section 2. Fiscal Year 

Each dues payment shall cover the fiscal year of the club, which is from January 1 through the following December 31, inclusive.

Article III: Governing Body

Section 1. Board of Directors 

As set forth in the Constitution, the governing body of the organization shall be a Board of Directors. These bylaw provisions are in addition to those set forth in the Constitution. 

If the immediate past president is willing and able to serve, he or she shall be appointed to be a Director for a one-year term for the year following his term of office, unless already continuing as a Director due to an unexpired term. If to appoint the immediate past president as a Director would mean he or she would be serving more than six years in a row, he or she is not eligible for appointment. If he or she is not available or eligible, the Board shall appoint a three-year Director instead.

Meetings of the Board shall ordinarily be open for attendance by any member of the HCA, but may be closed to all non-Directors by a vote of an absolute majority of all then serving Directors, either in advance of a meeting, or at any time during a meeting.

The number of Directors shall be nine (9), with staggered terms of three (3) years each.

The initial nine (9) Directors appointed by the initial adoption of the Constitution and these Bylaws are listed at the end of these Bylaws.

At the first meeting of the nine initial Directors, the Board shall designate 3 Directors as having a one-year term, and three others as having a two-year term. Unless the Board agrees otherwise, the first, fourth, and seventh names in alphabetical order shall have one-year terms and the second, fifth, and eighth names in alphabetical order shall have two-year terms. 

The number of Directors may increase to eleven (11) without an amendment to these bylaws if either or both the President and Treasurer are not already Directors at the time of their election to office. However, it shall drop back to nine (9) at the next annual election in which both the President and the Treasurer are Directors at the time of their election to office. By way of example, but not limitation, if the President and Treasurer are to be re-elected at an annual election at the time there are 11 Directors, the Board shall elect only one other Director at that time, instead of the three (3) they would normally elect.

Article IV: Officers
 
Section 1 Officer Positions

As specified in the Constitution, the Board shall elect the officers. The officers shall consist of a president, a vice-president who shall also be president-elect, a secretary, and a treasurer. All officers shall have the duties set forth below, plus any reasonable additional duties assigned by the Board from time to time. The Board create or eliminate other officer positions, except president and treasurer, by amending these Bylaws. President and Treasurer are specified in the Constitution and eliminating either of those offices would require amending the Constitution. A person may be elected to and hold more than one office at one time, except that the President cannot also serve as President-Elect or Secretary or Treasurer, and the Treasurer or Secretary cannot also serve as President.

Section 2. President 

The President, or in that officer’s absence the Vice President, shall preside at all meetings of the HCA and the 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 Board action, custom, the welfare of the club, or request from the Harvard Alumni Association (HAA) including, but not limited to, the completion of the HAA Annual Report forms. 

Section 3. Vice President/President-Elect 

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, as may be delegated by the president or by the Board of Directors.
In ordinary circumstances, the Board shall elect a Vice President/President-Elect who is willing and able to become President when and if the President resigns, is removed from office, or reaches the end of his or her term. The Board shall ordinarily elect the President-Elect as President in such circumstances. 

Section 4. Secretary 

The Secretary shall keep a record of all meetings of the HCA and the Board of Directors. The Secretary shall be the custodian of the records of the club, conduct correspondence, and have charge of the membership and mailing lists. The secretary shall notify all members of club meetings and shall keep available for inspection by the club members, copies of the Constitution and Bylaws. The secretary shall be responsible for preparing and submitting such annual and other reports as are required by the HAA and various government agencies, recognizing that the President’s signature may be required for some of them. The secretary shall perform other duties of the office and as assigned by the Board of Directors or president. 

Section 5. Treasurer 

The treasurer shall be authorized to collect all monies payable to the club, shall be charged with keeping the funds of the club, 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 and deposit all funds therein. The Treasurer shall make an annual written statement of funds received and expended to the Board of Directors, and such other written reports and perform other duties of the office as assigned by the Board of Directors or president. An electronic document counts as written, so long as it contains the name of the treasurer.

Section 6. Other Positions 

The President or the Board shall have the power to create and fill other positions, such as committees and their leadership as deemed appropriate for various activities of the HCA, including but not limited to Schools and Scholarships Activity. The President may also create and fill individual positions, for example webmaster, that may exist other than as part of a committee. Individual positions and committee memberships may go to Directors, Officers, or any other member of HCA. Such appointees shall carry out the details necessary to the position to which appointed. 

Section 7. Officer Vacancy 

Vacancies occurring in any office shall be filled for the remainder of the unexpired term by the Board of Directors. In case of a vacancy occurring in the office of the President, the Board shall ordinarily elect the Vice President then in office as President for the remainder of the unexpired term, and fill the vacancy of the Vice President for the remainder of the unexpired term. 

Section 5. Removal of Officers 

Article III of the Constitution applies.

Article V: Permanent and Special Committees 

The president, when authorized by the Board, may appoint such permanent or special committee (i.e., Scholarship Committee, Schools Committee, Program Committee, Membership Committee) as is advisable. Unless previously authorized by the Board, no committee shall take any action committing the club without the express authorization of the President or vote of the Board.  Action by any committee shall be upon affirmative vote of a majority of its members. 

Article VI: Expenses

No Officer or Director shall be paid for serving, but the Treasurer, upon signed written request from the person incurring the expense, may reimburse reasonable and actual out-of-pocket expenses incurred in carrying out official duties. The person incurring expense may be any Director, any officer, or any other person authorized by the President or the Board to incur expense on behalf of the club. An email request to the Treasurer that contains the name of the requestor shall be a “signed written request” for reimbursement expenses. Such requests need to include: (1) the name of the requestor; (2) the amount requested; (3) the payee or payees that received the funds; and (4) the purpose or purposes for which the amount was spent.

Article VII: Harvard Alumni Association 

Officers and committees of The Harvard Club of Austin (HCA) 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, including the Harvard Trademark Policy.

Article IX: Bylaw Amendments
 
Article V of the Constitution applies.

The nine (9) people appointed initial Directors as part of the adoption of this Constitution and these Bylaws are as follows:
    
Kelzie Beebe (Place 1-first term ends December 31, 2012)
Dean Chandler  (Place 2-first term ends December 31, 2013)
Brian Gatten (Place 3-first term ends December 31, 2014)
Karen Chai Kim (Place 4-first term ends December 31, 2012)
Alex King (Place 5-first term ends December 31, 2013)  
Ron Luke (Place 6-first term ends December 31, 2014)
Annette Raggette (Place 7-first term ends December 31, 2012)
Shalla Santos (Place 8-first term ends December 31, 2013)
Ted Siff (Place 9-first term ends December 31, 2014)