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) Build relationships among Harvard alumni, current students, and parents in Central Texas to help them flourish personally and professionally;
(2) Encourage outstanding prospective students to apply to Harvard and support them through conducting alumni interviews and outreach activities;
(3) Mobilize the Harvard community of Central Texas to improve the lives of the people of the region through volunteer service;
(4) Connect members with the University and the Harvard Alumni Association; and,
(5) Advance the educational mission of Harvard University 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:
- Any person who has received a degree awarded by Harvard University;
- Any current student presently enrolled in a degree-granting program at Harvard University;
- Any person who has received an honorary degree from Harvard University;
- Any current or former member of the faculty or administration of Harvard University; and,
- 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 may provide for a Leadership Council. The Board shall have the power to amend this Constitution.
The Board shall consist of the number of Directors as set out in the Bylaws. Each duly elected member of the Board will serve as a Director of the club. Directors will commonly be referred to, in this document and elsewhere, as Board Members.
The officers shall consist of a President and Treasurer, and any other officers as determined by a vote of the Board called for in the Bylaws.
Article V: Meetings
A meeting shall consist of a defined period of time, ranging from minutes to days, in which the Board Members 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.
The HCA will call, at least annually, a meeting of the full membership of the Club. The agenda will include, at a minimum, the following: (a) a report on the number of members of the club; (b) an introduction of the Officers, Board, and Leadership Council; (c) a summary of the Club’s recent and planned activities; (d) a financial report; and (e) an opportunity for members of the Club to contribute to the discussion by suggesting ideas for consideration or by asking questions.
A meeting may be called at any time by the President or by any three (3) Board Members, so long as the start time is at least two (2) weeks after the notice, or all Board Members 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 Board Members, 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 Board Members, 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 Board Members, 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 a majority vote of all then serving Board Members, 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 Board Members, 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, Board Member, 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
As specified by the Constitution, the HCA shall conduct, at least annually, a meeting of the full membership of the club.
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.
Meetings of the Board shall ordinarily be open for attendance by any member of the HCA, but may be closed to all non-Board Members by a vote of an absolute majority of all then serving Board Members, either in advance of a meeting, or at any time during a meeting.
The number of Board Members shall be fourteen (14).
The Board shall consist of fourteen Directors with staggered three-year terms, so that ordinarily four or five of the Board Members are elected each year. Each Director shall be elected at an 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.
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.
Directors are expected to make reasonable efforts to attend the meetings of the Board. If a Director is absent for 50% of the Board meetings in the previous 12 months, that Director’s term on the Board will automatically terminate. At such a Director’s request, the Board may reinstate the member to serve the unexpired portion of his or her term by majority vote.
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 IV: Officers
Section 1 Officer Positions
As specified in the Constitution, the Board shall elect the officers. The officers shall consist of a President, Vice President, Secretary, and 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 may 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.
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
In the temporary absence of the President, the vice President shall be designated by the President to exercise and perform his or her 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.
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. The Treasurer shall file the documents required to maintain the club’s federal and state corporate status.
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, that may exist other than as part of a committee. Individual positions and committee memberships may go to Board Members, Officers, or any other member of HCA. Such appointees shall carry out the details necessary to the position to which appointed.
Section 7. Officer Terms, Vacancy, Removal
Terms of all officers are one year. All officers shall have the duties set forth in the Bylaws, plus such other duties as assigned to them by the Board.
Vacancies occurring in any office shall be filled for the remainder of the unexpired term by the Board of Directors.
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.
Article V: Leadership Council
The Board May elect members of the club to a Leadership Council in order to provide additional opportunities to serve the club and contribute to its mission. Leadership Council Members may serve on Committees, lead Committees, organize events, and attend meetings of the Board of Directors.
The Board shall appoint Leadership Council Members by majority vote. The Leadership Council shall consist of any number of Members appointed by the Board.
While members of the Leadership Council are not Directors of the club for corporate governance purposes, membership on the Leadership Council is intended to be an active and not merely honorific role. Membership on the Leadership Council is intended to recognize Club members who undertake substantial, ongoing responsibilities in furtherance of the Club’s mission and goals.
The term of membership on the Leadership Council is one (1) year.
Article V: Permanent and Special Committees
The President, when authorized by the Board, may appoint such permanent or special committee (i.e., Communication Committee, Schools Committee, Service Committee, Events 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 Board Member shall be paid for serving, but the Treasurer, upon a 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 Board Member, 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.
This Constitution and associated Bylaws were amended and approved by unanimous vote of the Harvard Club of Austin Board of Directors on May 13. 2021.