ARTICLE I: MEMBERSHIP AND MEMBERSHIP CATEGORIES
SECTION 1: Effective with the adoption of these By-laws, all members in the University Club of Nashville will be classified as one of four (4) categories: 1) Regular Members; 2) Associate Members; 3) Senior Status Members; 4) Non-Resident Members. There will be a separate schedule of application fees and annual dues established by the Board for each category. The President or Chief Executive of each of the Member Institutions will be offered a Regular Membership with application fee and annual dues waived. Regular, Associate, and Senior Status Members will have voting rights and be eligible to hold office as officers and members of the Board of Directors. No more than six (6) of the twelve (12) members of the Board may be Associate or Senior Status Members. Persons who were members prior to September 1, 1998, will retain their previous membership classification. Applications for any of the above membership categories must be approved by the Membership Committee, which will report its action to the Board of Directors. The Board of Directors has final approval.
SECTION 2: Regular Membership will be open to all Member Institutions’ faculty, alumni (ae) of legal drinking age in Tennessee, trustees, salaried (classified exempt) staff, and professional staff (e.g., nurse practitioners, registered nurses) who are paid on an hourly basis and who are otherwise not eligible for Regular Membership. The Member Institutions include all accredited institutions of higher learning in Middle Tennessee that grant baccalaureate or post-graduate degrees. Regular Membership shall also be open to the members of the Board of Regents of the State of Tennessee and to the members of the Tennessee Higher Education Commission. Where doubts arise as to the eligibility of any applicant, the Club Membership Committee shall consider such cases and make recommendations to the Board of Directors, which shall have final approval.
SECTION 3: Application for Associate Membership will be open to individuals who have successfully completed a baccalaureate degree from any accredited institution of higher learning in the world and recommended for membership by at least one member in good standing. Approval of application for Associate membership must be recommended by the membership committee, and approved by the Board of Directors. The number of Associate Members will at no time exceed 40% of the total membership of the University Club of Nashville.
SECTION 4: Non-Resident Membership will be open to persons who otherwise qualify for membership and live outside Davidson County, Tennessee, and its contiguous counties.
SECTION 5: Senior Status Membership will be open to those who were previously Regular or Associate Members for one (1) year, and who are sixty-five (65) years of age or older regardless of employment status.
SECTION 6: Spouses of deceased members will be eligible to continue University Club privileges at the rate applicable to the deceased member (or the Senior Status Member rate when the survivor reaches the age of 65).
SECTION 7: Visitation privileges may be extended to persons who otherwise qualify for membership but will be using the Club for a period of nine (9) months or less. Annual dues will be pro-rated, and there will be no application fee for these persons.
ARTICLE II: BOARD OF DIRECTORS AND OFFICERS
SECTION 1: The management and control of the affairs of this corporation will be vested in a Board of Directors composed of elected members and one ex-officio non-voting member. A majority of the voting members of the Board will constitute a quorum.
SECTION 2: The voting members of the Board will be elected for a term of four (4) years. Three (3) Directors will be elected each year on a rotating basis. Newly elected Directors will assume office on October 1st of the year of election. The term of those Directors serving on the Board upon the effective date of these By-Laws shall be extended for one additional year. The ex-officio non-voting member of the Board shall be the Immediate Past-president of the Board.
SECTION 3: Upon a term of four (4) years, a Director will not be eligible for re-election for one year following the completion of that term.
SECTION 4: Nominating Procedures. There will be a Nominating Committee, consisting of the current President and two (2) other members appointed by the President from the membership for the purpose of nominating Directors to be voted on at the Annual Meeting. The names of the Committee’s nominees will be posted in the Clubhouse at least twenty (20) days prior to the Annual Meeting. Other nominations may be made in writing by no fewer than 5% of the voting membership of the Club. This figure shall be based upon the number of current active dues-paying members of the Club in good standing forty five (45) days prior to the Annual Meeting. Such membership nominations must be received by the Secretary and posted in the Clubhouse, at least seven (7) days before the Annual Meeting. The above provisions are the only means by which nominations for the Board of Directors may be made.
SECTION 5: If there are more nominees than vacancies to be filled, the election at the Annual Meeting will be by written ballot. Those receiving the highest number of votes will be elected.
SECTION 6: The Officers of the Club will be a President, a President-Elect/Vice-President, a Secretary, and a Treasurer. The President-Elect/Vice-President, Secretary, and Treasurer will be elected each year by the Board at its first meeting after October 1st. Eligibility for the position of President-Elect/Vice-President is limited to those members who will have completed a minimum of at least two (2) years on the Board at the conclusion of the Annual Meeting preceding the election of the new officers of the Board. The President-Elect/Vice-President will serve in this position for the year prior to assuming the office of President of the Board at the next Annual Meeting or sooner if there is a vacancy in the position of President.
SECTION 7: Any Officer or Director may be removed from office or from the Board by affirmative vote of a majority of the voting members of the Board.
SECTION 8: If for any reason there is a vacancy on the Board or in an office of the Board, the Board may, upon the affirmative vote of the majority of the members of the Board, elect a successor to serve the remainder of the unexpired term until the next Annual Meeting, with the exception of a vacancy in the office of the President, which will be filled by the President-Elect/Vice-President.
SECTION 9: Unless otherwise determined by the Board, it will meet from time to time, but shall not meet less than quarter annually, at such time and place as set by the President. Between meetings of the Board, the President, President-Elect/Vice-President, Secretary, and Treasurer will serve as an Executive Committee and are authorized to take such action regarding the management of the Club as is required. At the next meeting of the Board, the President will report any actions taken by the Executive Committee.
SECTION 10: In the event that any member shall be charged with violations of the By-Laws or Rules of the Club or with conduct tending to damage the good order, welfare, or character of the Club by written statement filed with the Secretary of the Club, such member shall be notified in writing of such charges. The charged member may appeal, in writing, to the charges within seven days after receipt thereof, in which event, the Board shall conduct a hearing at which the charged member may be present. In the event that the Board shall determine the charges to be substantiated, or in the event that the charged member shall fail to file a timely appeal, the Board may take such actions as are deemed appropriate.
ARTICLE III: DUTIES OF OFFICERS
SECTION 1: Officers will hold office from the time of their election until the next Annual Meeting, or until their successors have been elected.
SECTION 2: The President is the Chief Executive Officer of the Club and will preside at all meetings of the Board of Directors or of the Club Membership. The President-Elect/Vice-President will perform all the duties of the President in the event of his absence or disability.
SECTION 3: Prior to September 1st each year, the President-Elect/Vice-President will, with the assistance of the Treasurer, submit a proposed budget for the year of his presidency for consideration and approval of the Board.
SECTION 4: The Treasurer will oversee all financial affairs of the Club and report thereon at each meeting of the Board, or as otherwise requested by the Board. The Club’s accounts will be audited at such times and by such persons as the Board may direct.
SECTION 5: The Secretary will keep the minutes of all meetings of the Club membership, the Board, and the Executive Committee and will have charge of all non-financial records of the Club; give all notices required by these By-Laws; and conduct the general c
correspondence of the Club.
ARTICLE IV: COMMITTEES
SECTION 1: The Board shall establish committees as it deems necessary from time to time in order to meet the needs of board oversight of the operations of the University Club of Nashville. All committees thus formed will have a Chairperson and at least two (2) additional members appointed by the President with the advice of the Board of Directors. The Chairperson of each committee will be appointed from the members of the Board. The term of all committees will be concurrent with that of the President who appoints the Chairperson. The President will be an ex-officio member of all committees.
ARTICLE V: FEES AND ACCOUNTS
SECTION 1: Annual Dues. The Board will establish dues by membership categories for the succeeding dues-year. Such dues will be assessed and billed as of September 30th, for the twelve (12) months period beginning October 1st (the “Dues-year”). Dues for new memberships, or for terminated membership or for changes in the dues year will be prorated on a monthly basis, or as determined by the Board to be appropriate in the circumstances.
SECTION 2: Special Assessments. The Board, subject to approval by the membership, may recommend Special Assessments if, in their opinion, the financial conditions of the Club warrant such assessments. Approval of the membership may occur at the Annual Meeting, at a Special Meeting, or by mail ballot, subject to the conditions stated elsewhere in the By-Laws.
SECTION 3: Member Accounts Receivable. The balance of any house account, dues, assessment, or other charges will be billed as of the first day of each month (the “billing-month”) and mailed no later than the fifth day of that month. Payment in full is due by the last day of the billing-month. If not paid in full by that date, a service charge at a rate to be determined by the Board may be assessed for each ensuing month.
SECTION 4: Delinquent Accounts Receivable. The Treasurer will report to the Board the status of any problem accounts. The Board will then take whatever collection actions it considers necessary to maintain the well-being of the Club and the membership.
ARTICLE VI: ANNUAL MEETING & SPECIAL MEETINGS
SECTION 1: The Annual Meeting of the Club Membership will be held in September on a date fixed by the President.
SECTION 2: Forty (40) voting members will constitute a quorum for the conduct of business coming before the meeting.
SECTION 3: Notice of the time and date of the Annual Meeting will be posted in the Clubhouse and communicated to the members no later than twenty (20) days prior to the meeting date.
SECTION 4: The Board may, upon its own motion, or upon the written request of twenty (20) members, call a Special Meeting of the membership by giving ten (10) days’ notice by mail and by posting said notice in the Clubhouse. The notice of such Special Meetings will state the business for which the meeting is called. No business, other than that set out in the notice, will come before the meeting. Forty (40) voting members will constitute a quorum.
ARTICLE VII: LEAVES OF ABSENCE
If Regular Members who are faculty and staff of their Member Institution are to be on leave-of-absence for at least of four (4) consecutive months, they may make an application to the Board for an abatement of a pro-rata of annual dues for the leave period. Special Assessments will be neither abated nor pro-rated. Clubhouse usage will be suspended during the leave period, except for extraordinary occasions approved by the Club Manager.
ARTICLE VIII: EFFECTIVE DATE OF BY-LAWS
Upon adoption of these By-laws, these By-Laws will be effective July 1, 2005.
ARTICLE IX: AMENDMENTS
SECTION 1: The Board of Directors or any ten (10) voting members may propose amendments to these By-Laws to be voted upon at an Annual Meeting or Special Meeting. A copy of the proposed amendment will be sent to the membership, not less than two (2) weeks before the date of the meeting, along with the notice of the date and time of the meeting. The affirmative vote of two-thirds of those present and voting is required for passage.
SECTION 2: The Board of Directors may, at its election, conduct a mail ballot on proposed amendments. In order to be counted, returned ballots must be received by the Secretary within one calendar month from the date of the mailing to the membership. The affirmative vote of two-thirds, but not fewer than forty (40), of the timely returned ballots is required for adoption of any proposed amendments.
As amended at the annual meeting, Tuesday, September 22, 2009.
