THE BY-LAWS
THE UNIVERSITY CLUB in The City of Albany, New York
CONSTITUTION AND RULES
2018
CLUB HOUSE
141 Washington Avenue
Albany, New York 12210
Phone: (518) 463-1151
ARTICLE I
The name of this Club shall be “THE UNIVERSITY CLUB in the City of Albany, New York.”
ARTICLE II
The purpose of this Club shall be to establish reading, assembly and lodging rooms to promote social, cultural, and business activities of the members through programming that cultivates and maintains university spirit.”
ARTICLE III
Officers and Their Duties
SECTION 1. The officers of the Club shall be a president, a vice-president, a secretary, treasurer, and immediate past president, each of whom shall be, ex-officio, a member of the board of directors. Each of said officers shall be chosen at the annual meeting of the Club, for a period of one year. A tie among the candidates for said offices shall be decided by lot. Neither the president nor the vice-president shall serve more than two consecutive full terms in such office.
SECTION 2. The president, or, in the president’s absence, the vice-president, shall preside at the meetings of
ARTICLE III
Officers and Their Duties (Con’t.)
the membership and at the meetings of the board of directors. In the absence of both the president and the vice-president, the board of directors may designate any member thereof to preside at any such meetings. The president shall submit a report of the affairs of the Club at each annual meeting.
SECTION 3. The treasurer shall collect and, under the direction of the board of directors, disburse the funds; shall keep all accounts of the Club and shall report thereon at each regular meeting of the board of directors, and at the annual meeting of the Club; and shall pay bills when approved by the house committee or by such other committee or agency as may be authorized by the board of directors to incur the same. The accounts of the treasurer shall be audited annually by an independent accountant or accounting firm pursuant to Section 4 of Article V hereof, commencing with an initial audit of the fiscal year ended March 31, 1979.
SECTION 4. The secretary shall keep minutes of all meetings of the Club and of the board of directors; shall issue notices for all meetings of the Club; and shall keep all corporate records, except those pertaining to the office of the treasurer, which records shall be open to the inspection by members at all reasonable times.
SECTION 5. Each officer shall also perform such other duties as may be assigned by the board of directors.
SECTION 6. The Club may, at any meeting thereof, remove any officer for cause, but no officer shall be removed except by the affirmative vote, by ballot, of two-thirds of a quorum present of members eligible to vote thereon, taken after a written notice shall have been given to such officers at least 10 days previously, of the charges and of the time and place where such officer may submit a written answer thereto and be heard. The board of directors shall fill, for the residue of the term, any vacancy in an office, except the vice-president shall succeed the president.
ARTICLE IV
Board of Directors
SECTION 1. The board of directors shall consist of the officers, the immediate past president, and nine other members of the Club, who shall be chosen by ballot, as provided in this section. At each annual meeting three directors shall be chosen for a term of three years, to succeed the directors whose term then expires. The
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three candidates having the highest number of votes shall be elected, a tie among the lowest of such number to be decided by lot. No director may be a successor to such office after three consecutive full terms in office.
SECTION 2. The board of directors shall have the power to fill, for the residue of the unexpired term, any vacancy occurring in the board of directors.
SECTION 3. The board of directors shall have general charge of the property, funds and affairs of the Club. It shall carry out the objects and purposes of the Club and make by-laws and, to this end, it may exercise any and all powers of the Club, subject, however, to the constitution and to such action as the Club may take at any meeting thereof.
It shall procure and maintain liability insurance protecting members of the board including the officers from personal liability for their actions while performing their duties as members of the board or of their office.
SECTION 4. Regular meetings of the board of directors shall be held on the Monday following the third Saturday of each month unless otherwise ordered by the board; special meetings shall be held when ordered by the president or by three directors. A majority of all the members of the board shall constitute a quorum.
SECTION 5. The board of directors shall make rules regarding the use of the rooms and property of the Club by members and guests and the admission of guests, and may make rules, not inconsistent with the constitution, for any purpose, and may prescribe and enforce penalties for their breach.
SECTION 6. The board of directors may remit or suspend payment of dues and penalties in its discretion.
ARTICLE IV
Board of Directors (cont.)
SECTION 7. The board of directors shall consider and vote upon by ballot, all candidates for membership who shall have been nominated for membership by the membership committee as prescribed in Section 5 of ARTICLE VII, as well as all former members who are applying for reinstatement pursuant to ARTICLE IX, Section 3. Three negative votes shall reject a candidate for membership or an applicant for reinstatement. Transfers from one membership class to another and to life or honorary life membership shall be reported to the board of directors by the membership committee and shall not require a vote.
ARTICLE V
Appointed Committees
SECTION 1. There shall be an executive committee consisting of the officers and one or more other members appointed by the board, which shall perform such duties as may be assigned to it from time to time by the board of directors.
SECTION 2. There shall be a house committee appointed by the board of directors, consisting of such number as the board shall from time to time determine. The vice-president shall be chairman of the committee. The house committee shall be charged, subject to the control and direction of the board of directors, with the management and operation of the Club except as to matters expressly committed by the constitution or by the board to any other committee or to any officer.
SECTION 3. There shall be a membership committee, which shall consist of such number as the board of directors shall from time to time determine and which shall be appointed by the board from its own members. The membership committee shall have the entire charge of all applications for membership, direct the proper posting thereof, conduct all correspondence and investigations relative thereto, and report thereon to each meeting of the board of directors. All such proceedings shall be secret.
SECTION 4. There shall be an auditing committee which shall consist of three members of the board of directors and which shall be appointed by the board of directors from its own members. The treasurer shall be
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ineligible for appointment to the auditing committee. The auditing committee shall be charged, subject to the control and direction of the board of directors, with the selection of an independent accountant or accounting firm to audit the accounts of the treasurer for the current fiscal year. The independent audit shall be performed in accordance with generally accepted accounting standards.
The report of audit and opinion shall be received by the board of directors for review and acceptance, and shall be open to the inspection of members at all reasonable times.
SECTION 5. There shall be such other committees as the board of directors may determine and appoint. At least one member of the board shall be a member of each committee and each committee shall be subject to the direction and control of the board of directors, which shall prescribe its power and duties.
ARTICLE VI
Nominations for Officers, Directors
and Nominating Committee
SECTION 1. ALL members shall be eligible to vote, to hold office, or to membership in the board of directors.
SECTION 2. At the annual meeting of the Club there shall be elected, by the members, a committee of five members, chosen from not less than ten candidates nominated by the Board of Directors, to nominate
candidates for president, vice-president, secretary and treasurer and for membership on the board of
directors, such candidates for officers and directors to be voted upon at the next annual meeting, as provided in Section 1., Article III and Section 1., Article IV hereof. The names of the candidates nominated by the board of directors and by the nominating committee shall be posted in the Club House and the Club’s world wide web page, “web page,” not more than four nor less than three weeks before the next annual meeting. Any twenty members of the Club may nominate other candidates for membership in the nominating committee, for each ARTICLE VI
Nominations for Officers, Directors
and Nominating Committee (Con’t.)
and every office, or for membership in the board of directors, but the names of all such candidates shall be posted in the Club House not more than three nor less than two weeks before the next annual meeting. All votes for any candidate whose name shall not have been thus posted shall be void, unless no nominations shall have been made and posted as hereinbefore provided, in which event any member of the Club may be elected.
Any vacancy in the membership of the nominating committee shall be filled by the board of directors.
ARTICLE VII
Qualifications and Classes of Membership
SECTION 1. Membership shall be divided into the following classes: resident, life, honorary life, joint,
non-resident, clerical, corporate, privilege, and junior.
SECTION 2. Any person twenty-one years of age or older who has completed not less than the prescribed second year of study or who has received an honorary degree from a university or college of recognized standing is eligible to membership in the Club as a resident, non-resident or junior member. Any person twenty-one years of age or older who has not completed such a course of study or who has not received such honorary degree or who has not pursued a course of study at a university, college, or junior college is eligible for membership in the Club as a resident member provided such candidate is otherwise qualified, for such membership subject, however, to the restriction contained in the second paragraph of Section 3 of this Article.
SECTION 3. Resident members shall be members thirty-five years of age or older residing in
Albany County, Rensselaer County, Schenectady County, Saratoga County, Schoharie County, Greene County, and Columbia County.
SECTION 4. Any surviving spouse shall be qualified as a Privilege member, and may continue club privileges,
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assuming the membership of the deceased spouse.
ARTICLE VII
Qualifications and Classes of Membership
A candidate for resident membership who has not completed at least the prescribed second year of study at a university, college or junior college of recognized standing or who has not received an honorary degree from a university or college of recognized standing or who has not pursued a course of study at a university, college or junior college, may be admitted as a resident member, provided that at the time of admission the total number of such admissions shall not exceed ten percent of the total membership of the Club in the classes of resident (including life and honorary life members), joint, and non-resident. Any person admitted to resident membership under the provisions of this paragraph may upon request, if such member removes from the resident area be transferred to a non-resident membership.
Non-resident members shall be members not residing within the area described in the first paragraph of this section.
Joint membership shall consist of a resident member and spouse, a life member and spouse, or an honorary life member and spouse. Candidates for membership as a spouse of said member shall be proposed on the form provided for that purpose or in writing to the membership committee. In the event of death or divorce of the resident member, life member or honorary life member, the spouse of such member may, within a period of six (6) months after such event, apply for resident membership. If an application from such spouse is not received within said six (6) month period, the spouse’s membership in the joint membership category shall be terminated without further notice. The spouse of the joint membership must apply for and be admitted to resident membership as prescribed by the Constitution and Club Rules except that a proposer and seconder ARTICLE VII
Qualifications and Classes of Membership (Cont.)
shall not be required and all numerical restrictions as to membership limits be waived.
Junior members shall be members who are under the age of thirty-five years. When a
junior member attains the age of thirty-five years, such membership shall terminate unless said member applies for transfer and is transferred by majority vote of the board of directors, to either resident or non-resident membership. If so transferred, such member shall pay the entrance fee prescribed for the class of membership to which such member is transferred, less any amount previously paid as entrance fee for junior membership, and such member shall become liable for the dues for the class of membership to which such member is transferred.
Clerical members shall be members who are ordained to the service of God as a member of the
ministry of any generally recognized religious organization.
Corporate members shall be members designated by their employing corporation, company or government agency participating in the corporate membership program. Corporate members must complete and file individually a membership application which must be approved by the University Club Board of Directors. The University Club and the employing corporation, company or government agency reserves the right to withdraw memberships with written notification. Corporate initiation fees for initial corporate members and entrance fees for alternate corporate members shall be set by the University Club Board of Directors.
The foregoing definitions of membership shall not be construed to affect, without the member’s consent, the classification of any member elected before April 25, 1970, so long as such member continues to meet the qualifications for such membership as applicable prior to said date. Such member shall continue in such classification unless said member shall request to be transferred.
Any individual who has been a resident member in good standing for twenty-five (25) years and who shall have attained the age of seventy (70) years shall be eligible for transfer to honorary life membership and
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upon such transfer shall be exempted from the payment of further dues. A member shall notify the Secretary in writing of his or her qualifications and election to accept transfer to honorary life membership and such transfer shall thereupon become effective on the first day of the succeeding month. The Secretary shall report each such transfer to the board of directors.
SECTION 4. The board of directors shall determine the appropriate membership classification of a member from time to time, in addition they may create additional classes of members.
SECTION 5. No person shall be considered for election to membership until such person shall have been proposed by a member and seconded by another member, in writing, and shall be personally known to both proposer and seconder ; nor until the person’s name, the class of membership desired, the details of qualifications for membership, the degree received, if any, and the name of the college, university or junior college attended, if any, together with the class and the length of resident study, residence and occupation at the time of being proposed, and the names of the proposer and seconder shall have been entered in a record to be kept for the purpose in an accessible place in the Club rooms, and shall also have been posted in a conspicuous place in the house for at least two weeks; or until the committee on membership shall have submitted to the board of directors a report upon the candidate’s name.
SECTION 6. Candidates qualified as hereinbefore described shall be referred to the board of directors, and if duly elected to membership by such board, shall become members upon payment of the entrance fee, if any, and dues for the current month. The election of any candidate may be treated as void if such candidate fails to make said payment within thirty days after the secretary shall have mailed a notice of election, addressed to said candidate at the place given by the proposer as said candidate’s residence. All members, upon payment of entrance fees and dues, shall sign the constitution before they shall be admitted to the privileges of the Club.
SECTION 7. Notwithstanding the foregoing, all privilege members shall retain their privilege classification so ARTICLE VII
Qualifications and Classes of Membership (Cont.)
long as they shall otherwise qualify for continued membership. However, should any privilege member elect to become a joint member, such election shall be communicated in writing to the board of directors, and such change in membership shall be granted and such privilege membership shall terminate provided such privilege member is otherwise qualified for resident member. In the event of such change of classification of the privilege member, such privilege member shall receive credit of years towards qualifications for honorary life membership at the rate of one year resident member credit for each two years of privilege membership or part thereof. Upon becoming a resident member, such resident member shall accrue the regular years of credit thereafter toward honorary life membership as heretofore defined.
ARTICLE VIII
Entrance Fees, Dues and Special Assessments
SECTION 1. The board of directors shall have the power to determine, from time to time, the entrance fees to newly elected members; provided, however, that no action of the board with respect to entrance fees shall become effective until the expiration of at least thirty days after notice thereof has been posted in the Club House, the Club’s web page and mailed, or sent via electronic mail (“email”) to all members.
SECTION 2. The fiscal year of the Club shall begin on the first day of April. The dues of all members shall be payable monthly. The treasurer shall determine the proportion of dues chargeable to each newly elected member.
SECTION 3. All indebtedness of members of the Club; other than for dues, shall become due and payable on the first day of the month next after the month in which such indebtedness shall have been incurred, except as the board of directors may provide otherwise in accordance with Section 4 of this Article. The treasurer shall send to each member a bill for dues and other charges as soon as the same shall become due and payable, or as soon thereafter as conveniently practicable.
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SECTION 4. The board of directors is hereby authorized and empowered to establish rules governing the collection of members’ accounts for dues and other charges. Such rules may provide for posting the names of members delinquent in the payment of their accounts, for the suspension or termination of credit to such members, for the suspension or termination of their membership, and for such other procedures as the board in its judgment may deem necessary or advisable.
SECTION 5. Prior to the annual meeting the entrance fees and dues for each class shall be reviewed by the Board of Directors. If a change in dues (Increase or decrease) is deemed necessary, a notice will be sent to all members by class, of the change. The new fee will become effective the first day of the month following the notice.
SECTION 6. The Board shall have the power to impose a special assessment on the membership, provided however, that no action of the Board with respect to a special assessment shall become effective until the expiration of at least thirty days after the notice thereof has been posted in the Club House and mailed to all members.
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ARTICLE IX
Resignations, Expulsions and Reinstatements
SECTION 1. Any member may resign by sending a letter of resignation to the Secretary. Such resignation shall not be accepted until all dues of such member previously accrued and all charges previously incurred are paid in full, and such member shall remain liable for such dues and charges until such resignation has been accepted by the board of directors.
SECTION 2. The board of directors may censure, suspend or expel any member for a violation of either the constitution, by-laws or house rules, or for any other conduct which, in the opinion of the board of directors, is improper and prejudicial to the welfare or reputation of the Club. But no member shall be censured, suspended or expelled, except by the affirmative vote, by ballot, of two-thirds of all the directors, taken after a written notice shall have been given to such member, at least five days previously, of the charges against such member and of the time when and the place where a written response may be submitted to the board, and an opportunity afforded such member to be heard.
SECTION 3. Any member who resigns shall not be eligible for reinstatement until at least one year has elapsed from the date the member’s resignation was accepted. The board of directors is authorized and empowered to reinstate former members who resigned in good standing, upon payment of a reinstatement fee to be determined in the manner provided in Article VIII, Section 1. Reinstatements may, in the discretion of the board of directors, be accorded preference over all other pending applications for membership.
ARTICLE X
Club Meetings
SECTION 1. The annual meeting of the Club shall be held on the first Thursday of May in each year. On the day of such meetings the polls shall be open for the election of officers, directors and the nominating
committee from eight AM to seven PM. Voting may occur by written ballot or email. At any such meeting the President may, for good cause shown, extend the time for voting.
SECTION 2. The president at any time may, and upon the written request of twenty members eligible to vote shall, call a special meeting of the Club. Such request and the notice of any special meeting shall state the object for which such meeting is called, and no action shall be taken at such meeting upon any matter not specified in such notice.
SECTION 3. Notice of the annual and of each special meeting shall be placed in the Club rooms and shall be mailed or emailed to each member at least ten days before such meeting, unless a shorter notice shall be prescribed by the board of directors.
SECTION 4. 15 percent members eligible to vote shall be a quorum at any meeting of the Club.
SECTION 5. The annual and special meetings of the Club shall be conducted in accordance with Roberts Rules of Order.
ARTICLE XI
Corporate Powers
SECTION 1. All the corporate powers of the Club remain vested in the Club and may be exercised at any meeting thereof subject to the restrictions herein contained.
SECTION 2. No resolution making any disposition of any of the real property of the Club, by way of mortgage, lease or sale, shall be passed, except at a meeting of the Club at which at least 15 percent of members entitled to vote under Article VI, Section 1., shall be present, and two-thirds of such members present shall have voted in favor of such resolution, after the same shall have been sanctioned by a vote of at least two-thirds of the board of directors at a meeting thereof duly called and held.
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ARTICLE XII
Life Membership
Applications for life membership will no longer be accepted effective May 7, 1987. This amendment, however, shall not affect the status or privileges of life members in good standing as of May 7, 1987.
ARTICLE XIII
Addresses
SECTION 1. A record shall be kept by the secretary, which shall contain the name, physical address and email address of each member, the member’s class in college, if any, together with any and all degrees conferred upon such member and from what university or college so far as the same can be ascertained.
SECTION 2. Any member may enter in a record to be kept at the house a physical mailing or email address to which all the notices shall be sent under the by-laws or rules of the Club. In default of such entering, such notices may be served by mailing them addressed to such member at the address listed in the list of members.
ARTICLE XIV
Gambling
No betting or playing of any game for stakes shall be allowed in the Club rooms.
ARTICLE XV
Amendment of Constitution
This constitution may be amended at any annual or special meeting of the Club, at which not less than 30 percent members eligible to vote are present or represented by proxy, by a vote in favor of the amendment of two-thirds (2/3) of such members present, provided that notice and a copy of the proposed amendments shall have been posted openly in the Club House at least fifteen (15) days before such meeting and shall have been mailed or emailed to each member thereon at least ten (10) days before such meeting; and provided also that such amendment shall have been previously submitted to the board of directors at a meeting thereof duly called and held. Postings shall include a physical posting in the Club and on the Club’s webpage.
Mailings may include either a letter via the US postal service or an email to the member’s registered email address.
The secretary shall so post, email, and mail notices of a proposed amendment.
THE UNIVERSITY CLUB in The City of Albany, New York
CONSTITUTION AND RULES
2018
CLUB HOUSE
141 Washington Avenue
Albany, New York 12210
Phone: (518) 463-1151
ARTICLE I
The name of this Club shall be “THE UNIVERSITY CLUB in the City of Albany, New York.”
ARTICLE II
The purpose of this Club shall be to establish reading, assembly and lodging rooms to promote social, cultural, and business activities of the members through programming that cultivates and maintains university spirit.”
ARTICLE III
Officers and Their Duties
SECTION 1. The officers of the Club shall be a president, a vice-president, a secretary, treasurer, and immediate past president, each of whom shall be, ex-officio, a member of the board of directors. Each of said officers shall be chosen at the annual meeting of the Club, for a period of one year. A tie among the candidates for said offices shall be decided by lot. Neither the president nor the vice-president shall serve more than two consecutive full terms in such office.
SECTION 2. The president, or, in the president’s absence, the vice-president, shall preside at the meetings of
ARTICLE III
Officers and Their Duties (Con’t.)
the membership and at the meetings of the board of directors. In the absence of both the president and the vice-president, the board of directors may designate any member thereof to preside at any such meetings. The president shall submit a report of the affairs of the Club at each annual meeting.
SECTION 3. The treasurer shall collect and, under the direction of the board of directors, disburse the funds; shall keep all accounts of the Club and shall report thereon at each regular meeting of the board of directors, and at the annual meeting of the Club; and shall pay bills when approved by the house committee or by such other committee or agency as may be authorized by the board of directors to incur the same. The accounts of the treasurer shall be audited annually by an independent accountant or accounting firm pursuant to Section 4 of Article V hereof, commencing with an initial audit of the fiscal year ended March 31, 1979.
SECTION 4. The secretary shall keep minutes of all meetings of the Club and of the board of directors; shall issue notices for all meetings of the Club; and shall keep all corporate records, except those pertaining to the office of the treasurer, which records shall be open to the inspection by members at all reasonable times.
SECTION 5. Each officer shall also perform such other duties as may be assigned by the board of directors.
SECTION 6. The Club may, at any meeting thereof, remove any officer for cause, but no officer shall be removed except by the affirmative vote, by ballot, of two-thirds of a quorum present of members eligible to vote thereon, taken after a written notice shall have been given to such officers at least 10 days previously, of the charges and of the time and place where such officer may submit a written answer thereto and be heard. The board of directors shall fill, for the residue of the term, any vacancy in an office, except the vice-president shall succeed the president.
ARTICLE IV
Board of Directors
SECTION 1. The board of directors shall consist of the officers, the immediate past president, and nine other members of the Club, who shall be chosen by ballot, as provided in this section. At each annual meeting three directors shall be chosen for a term of three years, to succeed the directors whose term then expires. The
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three candidates having the highest number of votes shall be elected, a tie among the lowest of such number to be decided by lot. No director may be a successor to such office after three consecutive full terms in office.
SECTION 2. The board of directors shall have the power to fill, for the residue of the unexpired term, any vacancy occurring in the board of directors.
SECTION 3. The board of directors shall have general charge of the property, funds and affairs of the Club. It shall carry out the objects and purposes of the Club and make by-laws and, to this end, it may exercise any and all powers of the Club, subject, however, to the constitution and to such action as the Club may take at any meeting thereof.
It shall procure and maintain liability insurance protecting members of the board including the officers from personal liability for their actions while performing their duties as members of the board or of their office.
SECTION 4. Regular meetings of the board of directors shall be held on the Monday following the third Saturday of each month unless otherwise ordered by the board; special meetings shall be held when ordered by the president or by three directors. A majority of all the members of the board shall constitute a quorum.
SECTION 5. The board of directors shall make rules regarding the use of the rooms and property of the Club by members and guests and the admission of guests, and may make rules, not inconsistent with the constitution, for any purpose, and may prescribe and enforce penalties for their breach.
SECTION 6. The board of directors may remit or suspend payment of dues and penalties in its discretion.
ARTICLE IV
Board of Directors (cont.)
SECTION 7. The board of directors shall consider and vote upon by ballot, all candidates for membership who shall have been nominated for membership by the membership committee as prescribed in Section 5 of ARTICLE VII, as well as all former members who are applying for reinstatement pursuant to ARTICLE IX, Section 3. Three negative votes shall reject a candidate for membership or an applicant for reinstatement. Transfers from one membership class to another and to life or honorary life membership shall be reported to the board of directors by the membership committee and shall not require a vote.
ARTICLE V
Appointed Committees
SECTION 1. There shall be an executive committee consisting of the officers and one or more other members appointed by the board, which shall perform such duties as may be assigned to it from time to time by the board of directors.
SECTION 2. There shall be a house committee appointed by the board of directors, consisting of such number as the board shall from time to time determine. The vice-president shall be chairman of the committee. The house committee shall be charged, subject to the control and direction of the board of directors, with the management and operation of the Club except as to matters expressly committed by the constitution or by the board to any other committee or to any officer.
SECTION 3. There shall be a membership committee, which shall consist of such number as the board of directors shall from time to time determine and which shall be appointed by the board from its own members. The membership committee shall have the entire charge of all applications for membership, direct the proper posting thereof, conduct all correspondence and investigations relative thereto, and report thereon to each meeting of the board of directors. All such proceedings shall be secret.
SECTION 4. There shall be an auditing committee which shall consist of three members of the board of directors and which shall be appointed by the board of directors from its own members. The treasurer shall be
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ineligible for appointment to the auditing committee. The auditing committee shall be charged, subject to the control and direction of the board of directors, with the selection of an independent accountant or accounting firm to audit the accounts of the treasurer for the current fiscal year. The independent audit shall be performed in accordance with generally accepted accounting standards.
The report of audit and opinion shall be received by the board of directors for review and acceptance, and shall be open to the inspection of members at all reasonable times.
SECTION 5. There shall be such other committees as the board of directors may determine and appoint. At least one member of the board shall be a member of each committee and each committee shall be subject to the direction and control of the board of directors, which shall prescribe its power and duties.
ARTICLE VI
Nominations for Officers, Directors
and Nominating Committee
SECTION 1. ALL members shall be eligible to vote, to hold office, or to membership in the board of directors.
SECTION 2. At the annual meeting of the Club there shall be elected, by the members, a committee of five members, chosen from not less than ten candidates nominated by the Board of Directors, to nominate
candidates for president, vice-president, secretary and treasurer and for membership on the board of
directors, such candidates for officers and directors to be voted upon at the next annual meeting, as provided in Section 1., Article III and Section 1., Article IV hereof. The names of the candidates nominated by the board of directors and by the nominating committee shall be posted in the Club House and the Club’s world wide web page, “web page,” not more than four nor less than three weeks before the next annual meeting. Any twenty members of the Club may nominate other candidates for membership in the nominating committee, for each ARTICLE VI
Nominations for Officers, Directors
and Nominating Committee (Con’t.)
and every office, or for membership in the board of directors, but the names of all such candidates shall be posted in the Club House not more than three nor less than two weeks before the next annual meeting. All votes for any candidate whose name shall not have been thus posted shall be void, unless no nominations shall have been made and posted as hereinbefore provided, in which event any member of the Club may be elected.
Any vacancy in the membership of the nominating committee shall be filled by the board of directors.
ARTICLE VII
Qualifications and Classes of Membership
SECTION 1. Membership shall be divided into the following classes: resident, life, honorary life, joint,
non-resident, clerical, corporate, privilege, and junior.
SECTION 2. Any person twenty-one years of age or older who has completed not less than the prescribed second year of study or who has received an honorary degree from a university or college of recognized standing is eligible to membership in the Club as a resident, non-resident or junior member. Any person twenty-one years of age or older who has not completed such a course of study or who has not received such honorary degree or who has not pursued a course of study at a university, college, or junior college is eligible for membership in the Club as a resident member provided such candidate is otherwise qualified, for such membership subject, however, to the restriction contained in the second paragraph of Section 3 of this Article.
SECTION 3. Resident members shall be members thirty-five years of age or older residing in
Albany County, Rensselaer County, Schenectady County, Saratoga County, Schoharie County, Greene County, and Columbia County.
SECTION 4. Any surviving spouse shall be qualified as a Privilege member, and may continue club privileges,
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assuming the membership of the deceased spouse.
ARTICLE VII
Qualifications and Classes of Membership
A candidate for resident membership who has not completed at least the prescribed second year of study at a university, college or junior college of recognized standing or who has not received an honorary degree from a university or college of recognized standing or who has not pursued a course of study at a university, college or junior college, may be admitted as a resident member, provided that at the time of admission the total number of such admissions shall not exceed ten percent of the total membership of the Club in the classes of resident (including life and honorary life members), joint, and non-resident. Any person admitted to resident membership under the provisions of this paragraph may upon request, if such member removes from the resident area be transferred to a non-resident membership.
Non-resident members shall be members not residing within the area described in the first paragraph of this section.
Joint membership shall consist of a resident member and spouse, a life member and spouse, or an honorary life member and spouse. Candidates for membership as a spouse of said member shall be proposed on the form provided for that purpose or in writing to the membership committee. In the event of death or divorce of the resident member, life member or honorary life member, the spouse of such member may, within a period of six (6) months after such event, apply for resident membership. If an application from such spouse is not received within said six (6) month period, the spouse’s membership in the joint membership category shall be terminated without further notice. The spouse of the joint membership must apply for and be admitted to resident membership as prescribed by the Constitution and Club Rules except that a proposer and seconder ARTICLE VII
Qualifications and Classes of Membership (Cont.)
shall not be required and all numerical restrictions as to membership limits be waived.
Junior members shall be members who are under the age of thirty-five years. When a
junior member attains the age of thirty-five years, such membership shall terminate unless said member applies for transfer and is transferred by majority vote of the board of directors, to either resident or non-resident membership. If so transferred, such member shall pay the entrance fee prescribed for the class of membership to which such member is transferred, less any amount previously paid as entrance fee for junior membership, and such member shall become liable for the dues for the class of membership to which such member is transferred.
Clerical members shall be members who are ordained to the service of God as a member of the
ministry of any generally recognized religious organization.
Corporate members shall be members designated by their employing corporation, company or government agency participating in the corporate membership program. Corporate members must complete and file individually a membership application which must be approved by the University Club Board of Directors. The University Club and the employing corporation, company or government agency reserves the right to withdraw memberships with written notification. Corporate initiation fees for initial corporate members and entrance fees for alternate corporate members shall be set by the University Club Board of Directors.
The foregoing definitions of membership shall not be construed to affect, without the member’s consent, the classification of any member elected before April 25, 1970, so long as such member continues to meet the qualifications for such membership as applicable prior to said date. Such member shall continue in such classification unless said member shall request to be transferred.
Any individual who has been a resident member in good standing for twenty-five (25) years and who shall have attained the age of seventy (70) years shall be eligible for transfer to honorary life membership and
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upon such transfer shall be exempted from the payment of further dues. A member shall notify the Secretary in writing of his or her qualifications and election to accept transfer to honorary life membership and such transfer shall thereupon become effective on the first day of the succeeding month. The Secretary shall report each such transfer to the board of directors.
SECTION 4. The board of directors shall determine the appropriate membership classification of a member from time to time, in addition they may create additional classes of members.
SECTION 5. No person shall be considered for election to membership until such person shall have been proposed by a member and seconded by another member, in writing, and shall be personally known to both proposer and seconder ; nor until the person’s name, the class of membership desired, the details of qualifications for membership, the degree received, if any, and the name of the college, university or junior college attended, if any, together with the class and the length of resident study, residence and occupation at the time of being proposed, and the names of the proposer and seconder shall have been entered in a record to be kept for the purpose in an accessible place in the Club rooms, and shall also have been posted in a conspicuous place in the house for at least two weeks; or until the committee on membership shall have submitted to the board of directors a report upon the candidate’s name.
SECTION 6. Candidates qualified as hereinbefore described shall be referred to the board of directors, and if duly elected to membership by such board, shall become members upon payment of the entrance fee, if any, and dues for the current month. The election of any candidate may be treated as void if such candidate fails to make said payment within thirty days after the secretary shall have mailed a notice of election, addressed to said candidate at the place given by the proposer as said candidate’s residence. All members, upon payment of entrance fees and dues, shall sign the constitution before they shall be admitted to the privileges of the Club.
SECTION 7. Notwithstanding the foregoing, all privilege members shall retain their privilege classification so ARTICLE VII
Qualifications and Classes of Membership (Cont.)
long as they shall otherwise qualify for continued membership. However, should any privilege member elect to become a joint member, such election shall be communicated in writing to the board of directors, and such change in membership shall be granted and such privilege membership shall terminate provided such privilege member is otherwise qualified for resident member. In the event of such change of classification of the privilege member, such privilege member shall receive credit of years towards qualifications for honorary life membership at the rate of one year resident member credit for each two years of privilege membership or part thereof. Upon becoming a resident member, such resident member shall accrue the regular years of credit thereafter toward honorary life membership as heretofore defined.
ARTICLE VIII
Entrance Fees, Dues and Special Assessments
SECTION 1. The board of directors shall have the power to determine, from time to time, the entrance fees to newly elected members; provided, however, that no action of the board with respect to entrance fees shall become effective until the expiration of at least thirty days after notice thereof has been posted in the Club House, the Club’s web page and mailed, or sent via electronic mail (“email”) to all members.
SECTION 2. The fiscal year of the Club shall begin on the first day of April. The dues of all members shall be payable monthly. The treasurer shall determine the proportion of dues chargeable to each newly elected member.
SECTION 3. All indebtedness of members of the Club; other than for dues, shall become due and payable on the first day of the month next after the month in which such indebtedness shall have been incurred, except as the board of directors may provide otherwise in accordance with Section 4 of this Article. The treasurer shall send to each member a bill for dues and other charges as soon as the same shall become due and payable, or as soon thereafter as conveniently practicable.
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SECTION 4. The board of directors is hereby authorized and empowered to establish rules governing the collection of members’ accounts for dues and other charges. Such rules may provide for posting the names of members delinquent in the payment of their accounts, for the suspension or termination of credit to such members, for the suspension or termination of their membership, and for such other procedures as the board in its judgment may deem necessary or advisable.
SECTION 5. Prior to the annual meeting the entrance fees and dues for each class shall be reviewed by the Board of Directors. If a change in dues (Increase or decrease) is deemed necessary, a notice will be sent to all members by class, of the change. The new fee will become effective the first day of the month following the notice.
SECTION 6. The Board shall have the power to impose a special assessment on the membership, provided however, that no action of the Board with respect to a special assessment shall become effective until the expiration of at least thirty days after the notice thereof has been posted in the Club House and mailed to all members.
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ARTICLE IX
Resignations, Expulsions and Reinstatements
SECTION 1. Any member may resign by sending a letter of resignation to the Secretary. Such resignation shall not be accepted until all dues of such member previously accrued and all charges previously incurred are paid in full, and such member shall remain liable for such dues and charges until such resignation has been accepted by the board of directors.
SECTION 2. The board of directors may censure, suspend or expel any member for a violation of either the constitution, by-laws or house rules, or for any other conduct which, in the opinion of the board of directors, is improper and prejudicial to the welfare or reputation of the Club. But no member shall be censured, suspended or expelled, except by the affirmative vote, by ballot, of two-thirds of all the directors, taken after a written notice shall have been given to such member, at least five days previously, of the charges against such member and of the time when and the place where a written response may be submitted to the board, and an opportunity afforded such member to be heard.
SECTION 3. Any member who resigns shall not be eligible for reinstatement until at least one year has elapsed from the date the member’s resignation was accepted. The board of directors is authorized and empowered to reinstate former members who resigned in good standing, upon payment of a reinstatement fee to be determined in the manner provided in Article VIII, Section 1. Reinstatements may, in the discretion of the board of directors, be accorded preference over all other pending applications for membership.
ARTICLE X
Club Meetings
SECTION 1. The annual meeting of the Club shall be held on the first Thursday of May in each year. On the day of such meetings the polls shall be open for the election of officers, directors and the nominating
committee from eight AM to seven PM. Voting may occur by written ballot or email. At any such meeting the President may, for good cause shown, extend the time for voting.
SECTION 2. The president at any time may, and upon the written request of twenty members eligible to vote shall, call a special meeting of the Club. Such request and the notice of any special meeting shall state the object for which such meeting is called, and no action shall be taken at such meeting upon any matter not specified in such notice.
SECTION 3. Notice of the annual and of each special meeting shall be placed in the Club rooms and shall be mailed or emailed to each member at least ten days before such meeting, unless a shorter notice shall be prescribed by the board of directors.
SECTION 4. 15 percent members eligible to vote shall be a quorum at any meeting of the Club.
SECTION 5. The annual and special meetings of the Club shall be conducted in accordance with Roberts Rules of Order.
ARTICLE XI
Corporate Powers
SECTION 1. All the corporate powers of the Club remain vested in the Club and may be exercised at any meeting thereof subject to the restrictions herein contained.
SECTION 2. No resolution making any disposition of any of the real property of the Club, by way of mortgage, lease or sale, shall be passed, except at a meeting of the Club at which at least 15 percent of members entitled to vote under Article VI, Section 1., shall be present, and two-thirds of such members present shall have voted in favor of such resolution, after the same shall have been sanctioned by a vote of at least two-thirds of the board of directors at a meeting thereof duly called and held.
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ARTICLE XII
Life Membership
Applications for life membership will no longer be accepted effective May 7, 1987. This amendment, however, shall not affect the status or privileges of life members in good standing as of May 7, 1987.
ARTICLE XIII
Addresses
SECTION 1. A record shall be kept by the secretary, which shall contain the name, physical address and email address of each member, the member’s class in college, if any, together with any and all degrees conferred upon such member and from what university or college so far as the same can be ascertained.
SECTION 2. Any member may enter in a record to be kept at the house a physical mailing or email address to which all the notices shall be sent under the by-laws or rules of the Club. In default of such entering, such notices may be served by mailing them addressed to such member at the address listed in the list of members.
ARTICLE XIV
Gambling
No betting or playing of any game for stakes shall be allowed in the Club rooms.
ARTICLE XV
Amendment of Constitution
This constitution may be amended at any annual or special meeting of the Club, at which not less than 30 percent members eligible to vote are present or represented by proxy, by a vote in favor of the amendment of two-thirds (2/3) of such members present, provided that notice and a copy of the proposed amendments shall have been posted openly in the Club House at least fifteen (15) days before such meeting and shall have been mailed or emailed to each member thereon at least ten (10) days before such meeting; and provided also that such amendment shall have been previously submitted to the board of directors at a meeting thereof duly called and held. Postings shall include a physical posting in the Club and on the Club’s webpage.
Mailings may include either a letter via the US postal service or an email to the member’s registered email address.
The secretary shall so post, email, and mail notices of a proposed amendment.