By-Laws of the Smith College Club of Minnesota

Article 1
Purpose

Section 1.01 The Smith College Club of Minnesota (the "Corporation") is organized and shall be operated solely for charitable and educational purposes designed to enhance the educational missions of Smith College, Northampton, Massachusetts (the "College"); to give encouragement, support and financial assistance to the College and persons desirous of studying at the College; and, to further the well-being of the College and its graduates by increasing the interest of Members (as hereinafter defined) in the College and each other. The Corporation shall have all the powers afforded by the Minnesota Non-Profit Corporation Act, Minnesota Statutes, Chapter 317A, as the same may be amended from time to time, consistent with the foregoing purposes, but the Corporation shall exercise its powers in such a manner and only to the extent that its operations fall within the scope of both Section 501(c) of the Internal Revenue Code (the "Code") and Section 290.05 of the Minnesota Statutes, as said sections are now enacted or hereafter amended.

Section 1.02 In the event of dissolution or other winding up of the affairs of the Corporation, all of the Corporation's assets shall be paid over and distributed as follows:

a) to Smith College, for use toward charitable and educational purposes; or,

b) if Smith College is not then in existence, is not then an organization organized and operated consistent with Section 501(3) of the Code, or is not able to receive the assets of the Corporation, then the assets shall be paid over and distributed to one or more organizations selected by a majority of the members of the Corporation at any Annual or Special Meeting (as hereinafter defined), a quorum being present. Said one or more organizations must be in existence, be organized and operated consistent with Section 501(c) of the Code.

Section 1.03 No part of the property or the income of the Corporation shall be used, directly or indirectly, for the purpose of influencing legislation. The Corporation shall neither participate in nor publish any statements concerning any political campaign. The Corporation shall not discriminate on the basis of sex, race, religion or national origin in any of its activities.

Article 2
Membership

Section 2.01 There shall be two (2) classes of membership of the Corporation, active and emeritus.

a) Any permanent or temporary resident of Minnesota who has been a student or instructor at the College may become an active Member upon payment of annual dues.

b) Any permanent or temporary resident of Minnesota may be an emeritus Member without payment of annual dues if, more than 55 years prior to the year for which membership is being considered, the applicant was a student of the College or graduate therefrom.

Those persons meeting the above qualifications are referred to herein collectively as "Members" and individually as "Member".

Section 2.02 All Members shall be entitled to vote at any meeting of the Members.

Section 2.03 No Member shall have any right, title or interest in or to the funds or other property of the Corporation inconsistent with Article 1 hereof.

Article 3
Dues and Charges

Section 3.01 Each Member shall pay annual membership dues, the amount of which shall be determined by the Board of Directors of the Corporation and approved by the Members at the Annual Meeting.

Section 3.02 Each Member may, in the discretion of the Board of Directors, be held responsible for all charges and costs incurred by the Corporation on her behalf, including, without limitation, charges for unhonored reservation.

Article 4
Officers; Executive Committee

Section 4.01 The officers of the Corporation shall be the President, Vice President, Secretary and Treasurer. The President and Treasurer shall be elected at annual meetings of the Corporation occurring in odd number years, and the Vice-President and Secretary shall be elected at annual meetings of the Corporation occurring in even number years. Each officer shall serve a term of two (2) years commencing on the adjournment of the annual meeting at which said officer was elected. No officer shall serve successive terms. Each officer shall be a member of the Board of Directors.

Section 4.02 In the event of the resignation, removal or death of an officer prior to the expiration of said officer's term, the Board of Directors shall select a Member to fill the vacancy. The replacement officer shall serve until the next annual meeting at which the successor to that officer's position will be elected.

Section 4.03 The duties of the Officers shall be as follows:

a) The President shall preside at all meetings of the Members of the Corporation and at all meetings of the Board of Directors and the executive Committee; shall execute such documents and agreements as may be required from time to time for the operations of the Corporation; shall serve as a member ex officio of each Standing Committee, excluding the Nominating Committee; and shall appoint the chairpersons of each Standing Committee and any special committee excluding the Nominating Committee, subject always to the approval of the Executive Committee.

b) The Vice-President shall, during the absence or disability of the President, perform the duties of the President; and shall perform such other duties as may be assigned to her from time to time by the President or the Board of Directors.

c) The Secretary shall record proceedings of all meetings of the Members of the Corporation and all meetings of the Board of Directors and Executive Committee; shall give proper notice of all such meetings; shall maintain a current list of all Members; shall within two (2) weeks following each annual meeting of the Members, provide the Alumnae Association of Smith College with the names of the officers of the Corporation, including those elected at such annual meeting; and shall perform such other duties as may be assigned to her from time to time by the Board of Directors.

d) The Treasurer shall keep accurate accounts of all funds of the Corporation; shall receive and disburse funds of the Corporation; shall maintain such bank accounts as may from time to time be designated by the Board of Directors; shall submit to each Member annually a statement of dues; shall be bonded in such amount as may from time to time be determined by the Board of Directors, if any; and, shall execute all documents and instruments relating to the financial operations of the Corporation.

Section 4.04 The officers referred to in Section 4.03 above shall be the members of the Executive Committee. The Executive Committee shall have the authority to make decisions necessary for the operation of the Corporation between meetings of the Board of Directors.

Article 5
Standing Committees

Section 5.01 The committees set forth below shall constitute the Standing Committees of the Corporation and shall have the duties as hereinafter provided. Except as set forth below, (i) each Standing Committee shall have at least one (1) chairperson and such other members as the Executive Committee may determine; (ii) the term of each chairperson shall be one (1) year; and, (iii) each chairperson shall be selected by the President with the approval of the Board of Directors. Each chairperson shall be a member of the Board of Directors. Except for the Nominating Committee chairperson, any chairperson may hold successive terms at the discretion of the Board of Directors.

a) The Admissions Committee shall be responsible for all matters relating to admissions to the College, shall work with the College in encouraging promising high school students to apply to the College, shall interview prospective students and scholarship applicants and shall perform such other functions as the Board of Directors may from time to time direct.

b) The Nominating Committee shall consist of three (3) persons including the chairperson, one of whom shall be elected each year at the annual meeting of the Corporation for a term of three (3) years. Each member of the Nominating Committee shall serve as the chairperson in the last year of said person's term. The Nominating Committee shall select (i) one nominee for each officer position to be filled at the next annual meeting of the Corporation and (ii) one nominee for the Nominating Committee and shall present the names of such nominees to the Members at the annual meeting. Additional nominations may be made from the floor. Additionally, the Nominating Committee shall perform such other duties as the Board of Directors may from time to time direct.

c) The Communications Committee shall be responsible for informing the community of current newsworthy activities of the Corporation and the College. The Communications Committee shall perform such other duties as the Board of Directors may from time to time direct.

d) The Newsletter Committee shall be responsible for the production and distribution to Members of the Corporation's Newsletter.

e) The Smith Day Committee shall be responsible for the planning and management of the annual Smith Day in the Country fundraising event.

f) The Alumnae Network Committee shall be responsible for programs and activities designed to encourage networking among Members.

Article 6
Board of Directors

Section 6.01 The Board of Directors shall consist of at least three (3) persons who are Members of the Corporation. The Board of Directors shall manage and supervise the property, business and affairs of the Corporation.

Section 6.02 The members of the Board of Directors shall consist of the Corporation's President, Vice-President, Secretary, Treasurer and chairperson(s) of each of the Standing Committees. The Directors who are chairpersons of Standing Committees shall be elected by the Members pursuant to the terms of Section 4.01 above. The Directors who are chairpersons of Standing Committees shall be selected pursuant to the terms of Section 5.01 above. The terms of office of each Director shall be consistent with their respective terms as an officer or committee chairperson.

Article 7
Meetings

Section 7.01 There shall be an annual meeting of the Corporation held on such day after April 1 and prior to June 1 as the Board of Directors may designate upon at least five (5) days advance written notice to Members. The annual meeting shall be at such time and place as the Board of Directors may designate. At each annual meeting there shall be a) a report on the financial condition and activities of the Corporation; (b) an election of successors to the directors/officers whose terms expire; and (iii) any other business which may be set forth in the notice of the meeting. Director/officers shall be elected by an affirmative vote of a majority of the Members in attendance at the annual meeting. There shall be such other special meetings of the Members of the Corporation as the Board of Directors or Members shall call pursuant to Minnesota Statutes, Chapter 317A. Notice of such special meetings shall be given at least five (5) days prior to the date of said meeting.

Section 7.02 Meetings of Board of Directors may be called at any time by the President or any other two (2) officers serving on the Executive Committee upon at least two (2) days prior written notice setting forth the date, place and time of the meeting. Meetings of the Standing Committees may be called at anytime by the the chairperson(s) of each such committee or by the President of the Corporation.

Section 7.03 Ten percent (10%) of the Members shall constitute a quorum for the transaction of business at any annual meeting or special meeting of the Members of the Corporation. A majority of the Directors shall constitute a quorum for conducting any business at a Board of Directors' meeting.

Article 8
Miscellaneous

Section 8.01 All checks, contracts and other instruments pertaining to the business and affairs of the Corporation shall be signed on behalf of the Corporation by the President, Vice-President, Secretary or Treasurer or by such other person or persons as may be designated from time to time by the Board of Directors.

Section 8.02 The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 8.03 The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation.

Section 8.04 The Corporation shall indemnify its officers and Directors for such expense and liabilities, in such manner and under such circumstances, and to such extent as required or permitted by Minnesota Statutes, Chapter 317A.521, as amended from time to time, or as required or permitted by other provisions of the law.

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