BY-LAWS OF THE CORNELL CLUB OF WASHINGTON, INC.

Governing laws of CCW, as amended December 2023.

Amended Fall 1995/Fall 2001/Spring 2003/Fall 2008/June 2010/September 2012/May 2016/April 2017/December 2023

ARTICLE I. NAME

The name of the corporation is the Cornell Club of Washington, Inc.

ARTICLE II. PURPOSE.

The corporation is organized pursuant to the District of Columbia Nonprofit Corporation Act and shall be operated exclusively for the educational purpose of fostering and promoting the interests of Cornell University, or such other charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law.)

ARTICLE III. MEMBERSHIP.

Section 1. Any individual who has ever been a registered student in any department or course at Cornell University or any individual who has ever been connected in any official capacity with instructing or administrating staff or the governing boards of Cornell University shall be eligible for voting membership in this Club.

Section 2. Voting Membership. Any member shall be deemed a voting member who shall have paid dues in full for the current year or is exempt from paying dues.  Voting members shall be entitled to vote in meetings described in Article IV.

Section 3. Associate Membership. Any parent of a Cornell University student, or any individual who demonstrates a continuing interest in the purpose of the Club or the welfare of Cornell University, shall be eligible for associate membership in the Club. An associate member who has paid dues in full shall be entitled to all the rights and privileges of the Club with the exception that an associate member cannot serve as an elected officer of the Club, nor vote.

ARTICLE IV. OFFICERS.

Section 1.  The elected officers of this Club shall consist of one or more persons to fill each of the President and seven Vice-President positions (First Vice-President, Vice-President/CAAAN, Vice President/ Communications, Vice-President/Membership, Vice-President/Program, Vice-President/Scholarship, Vice-President/Community Service, a Secretary and a Treasurer.    

Section 2. Only voting members as defined in Article III, Section 2, shall be eligible for election to any office in this Club; exception CAAAN since position is University appointed.

Section 3. The President shall have the usual duties and powers pertaining to that office. In addition to such usual powers, the President shall also have the power to approve cumulative expenditures of up to $250 with respect to Club activities or obligations during any period between regularly scheduled Board meetings provided that such actions shall be reported to the Board of Directors at the Board meeting following such approvals.  The President shall preside at all meetings of the Club and shall be Chair of the Board of Directors and ex-officio member of every committee of the Club.The President shall also be responsible for arranging for notices of all meetings.

Section 4. The First Vice-President shall perform the duties and exercise the powers of the President during the President's absence or disability, or at his or her request. If the office of President becomes vacant, the First Vice-President shall become President for the unexpired term. The First Vice-President shall perform other duties as assigned by the President.

Section 5. The Vice-President (CAAAN) shall be responsible for secondary school activities of the Club and shall update the Board regarding CAAAN developments.

Section 6. The Vice-President (Communications) shall be responsible for the print and electronic communications of the Club, including CCW News, e-mails, and the website and shall serve as Chair of the Communications Committee. The Vice President (Communications) may appoint such vice chairs and committee members as are necessary to the complete functioning of the Communications Committee.

Section 7. The Vice-President (Membership) shall be membership Chair, and shall appoint such chairs as are necessary to the complete functioning of the membership responsibilities and shall maintain an up to date list of the active and associate members of the Club.

Section 8. The Vice President (Program) shall be responsible for program planning for the Club, shall act as Chair of the Program Committee, and shall appoint such Vice Chairs as are necessary to the complete functioning of the committee responsibilities.

Section 9. The Vice-President (Scholarship) shall be responsible for the Scholarship Committee for the Club and shall appoint such Chairs as are necessary to the complete functioning of the committee.

Section 10. The Vice President (Community Service) shall chair the Community Service Committee, which shall manage periodic service weekends and ad hoc volunteer events, and appoint such Vice Chairs as are necessary to the complete functioning of the committee.

Section 11. The Secretary shall be responsible for keeping the official records of the Club in accordance with requirements for D.C. nonprofit corporations, including the minutes of all meetings of the Club, records of all actions taken by the Board, the Executive Committee, and the membership. These records must be maintained permanently and may be maintained electronically. The Secretary shall also be responsible for arranging for notices of all meetings.

Section 12. The Treasurer shall be responsible for supervising all receipts, expenditures, tax filings, and financial arrangements of the Club and shall chair the Finance Committee. The Treasurer shall be responsible for appropriate accounting records and shall render a quarterly account of the financial standing of the Club to the Board of Directors, make available an annual accounting of the financial standing to the Club's membership and at such other times as the President may direct.  The Treasurer is responsible for the filing of a Tax Return with the appropriate DC and Federal agencies each fiscal year. The Treasurer may appoint such assistant treasurers and committee members as are necessary to the functioning of the Finance Committee.

Section 13.  The term for each officer, except the Treasurer, shall be one year. The term of the Treasurer shall be two years.

Section 14. The Club may elect more than one member to share any office. In such an event each person sharing that office (e.g., Co-Presidents or Co-Vice Presidents) shall be entitled to one vote at meetings of the Board of Directors.

Section 15. Additional Vice President. The membership may elect one additional vice president for an ad hoc position for a one-year term.

ARTICLE V. BOARD OF DIRECTORS.

Section 1. The government of the Club and the direction of its activities shall be vested in a Board of Directors. The Board of Directors shall consist of the elected officers of the Club, the immediate past President, and not more than 15 directors. Ten directors shall be elected by the membership of the Club and no more than five appointed by the President. Elected directors shall serve a two-year term and appointed directors shall serve a one-year term. Five directors shall be elected each year to serve a term of two years to succeed the five directors whose term then expires.

Section 2. The Board of Directors may, from time to time, appoint such subordinate officers, agents or committees as in their judgment the interests of the Club may require and may prescribe the duties of these appointees.

Section 3.

(a)The Board of Directors shall meet at least quarterly or on call of the President. One-third of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

 (b) Any or all Directors may participate in a duly called regular or special meeting of the Board of Directors by means of communications by which all persons participating in the meeting are able to hear and talk to each other. In addition, Board members may also participate in meetings conducted by e-mail if interchanges among all participants are simultaneously communicated to all other participants in the meeting and that all decisions made at such meeting conducted by electronic communications are subsequently ratified by a majority of the Board voting at a conventional meeting.

(c) Board meetings shall be held at any reasonably accessible location including virtually or in the Washington, D.C. metropolitan area or any other location agreed upon by a majority of Board members voting on such issue at a duly called regular or special meeting.  

Section 4. All Board of Directors meetings shall be open to the membership of the Club. Members' participation at the meeting, and right to the floor, shall be at the discretion of the President, and does not extend to voting, except for current members of the Board of Directors.

Section 5. Special Meetings of the Board of Directors-

(a) Special Meetings of the Board of directors may be called by the President, the First Vice President, any 3 members of the Executive Committee or any 5 members of the Board of Directors. Notice of such a special meeting shall be sent to all members of the Board of Directors at least 5 days prior to the proposed date of the meeting. Such notices may be sent by ordinary mail, telephone, e-mail or any reputable courier or technology.

(b) Special Meetings of the Board of Directors may be called for any purpose except for the purpose of changing these Bylaws.

ARTICLE V.A. EXECUTIVE COMMITTEE.

Section 1. The Executive Committee shall consist of the President, the First Vice President, the Secretary, the Treasurer, and the Vice President (Program). If any of the offices on the Executive Committee are shared by more than one person, as provided in Article IV, Section 13, then the persons sharing that office shall be entitled to a single vote at meetings of the Executive Committee.

Section 2. The Executive Committee shall meet on the call of the President  or any other member of the Executive Committee to take such action as may be taken when the Board of Directors is unable to meet. Notice of such Executive Committee meetings shall be given at least 48 hours in advance of the time of the meeting provided that shorter notice may be given if all members of the Executive Committee agree. Notice may be given by any of the means provided in Article V, Section 5. Any three members of the Executive Committee shall constitute a quorum of that Committee. Any or all members of the Executive Committee may participate in a duly called meeting of the Executive Committee by means of conference telephone or by any other means of communication by which all persons participating in the meeting are able to hear and talk to each other. In addition, Executive Committee members may also participate in meetings conducted by e-mail if interchanges among all participants are simultaneously communicated to all other participants in the meeting and that all decisions made at such meeting conducted by e-mail are subsequently ratified by a majority of the Executive Committee voting at a conventional meeting.

Section 3. The Executive Committee shall, by a majority vote, have the power to take any action which may be taken by the Board of Directors at a regular meeting of the Board except that the Executive Committee shall not have the power to: (i) amend these Bylaws or (ii) remove board members. The minutes of meetings of the Executive Committee shall state the reason why any action taken by the Committee was required and why such action could not have been taken at a regular or special meeting of the Board of Directors. All actions of the Executive Committee shall be reported to the Board of Directors at the next regular or special meeting of the Board.

ARTICLE VI. ANNUAL MEETINGS.

Section 1. There shall be an annual meeting for the installation of elected officers and directors at such time and place as may be designated by the Board of Directors in May or June.

Section 2. There shall be such other meetings each year as the President and the Board of Directors deem desirable. The President shall call a special meeting upon the written request of ten active members in good standing, with reasonable notice. The business of any special meeting shall be limited to the pre-announced agenda.

Section 3. At any meeting of the Club, a quorum shall consist of those voting members in good standing, present at such a meeting.

ARTICLE VII. NOMINATIONS.

Section 1. The president shall appoint a Nominating Committee of at least five persons who shall have the duty of nominating a slate of directors and officers for election by the membership. At least two members of the Nominating Committee shall be from the membership at large and shall not be members of the Board of Directors. 

Section 2. Any person who has served as President for two consecutive years shall be ineligible for nomination and re-election to said office for one year. 

Section 3. Notice about the nomination process shall be distributed to the membership no less than 60 days before the opening of the Annual Election to allow members to indicate their interest in being considered by the Nominating Committee.

Section 4. Notice about the Nominating Committee’s proposed slate of directors and officers shall be distributed to the membership no less than 14 days before the opening of the Annual Election.

Section 5. Other nominations, in addition to those proposed by the Nominating Committee, may be filed with the President or Secretary no later than seven days before the opening of the Annual Election on petition of 10 members in good standing. 

ARTICLE VIII. ANNUAL ELECTION AND VACANCIES.

Section 1. Directors and officers shall be elected by the Annual Election. Each director and officer shall hold office beginning on the July 1 following the Annual Election in which they were elected.

Section 2. The Annual Election shall be held using available technology that permits members in good standing to vote. The Annual Election shall open for voting for no fewer than 14 days and be completed before the beginning of the board year on July 1. In the event the Annual Election is delayed, the Directors and Officers shall be authorized to continue in office for three months or until the conclusion of the Annual Election, whichever occurs first.

Section 3. All directors and officers shall be elected by the most votes cast for the position. 

Section 4. If the Treasurer position falls vacant for any reason, a new Treasurer shall be elected at the next Annual Election following the vacancy, and the newly elected Treasurer shall serve a 2-year term beginning on the July 1 following the Annual Election.

Section 5. Five directors shall be elected at each Annual Election, each to hold office for a period of two years or until their successors have been duly elected. In addition, at each Annual Election, directors may be elected for a period of one year (or until the next Annual Election) to fill the term of any director whose position on the Board of Directors falls vacant. 

Section 6. Pending election, the Board of Directors shall have full power to fill all vacancies of any directors or officers whose positions fall vacant during their terms.

Section 7. Any director or officer may be removed from office by a vote of 75 percent of the Board members voting at a regular or special meeting of the Board provided that such action is supported by at least 5 members of the Board and written notice of the intention to consider such action has been sent to each member of the Board at least 20 days prior to the date of such meeting.

ARTICLE IX. COMMITTEES.

Section 1. The standing committees shall be a Program Committee, a Membership Committee, a Scholarship Committee, a Communications Committee, a Community Service Committee, a Finance Committee, and an Investment and Audit Committee. Chairs of the standing committees who are not elected officers shall be appointed by the President. Members of each standing committee shall be chosen by the respective committee chairs.

Section 2. The Finance Committee shall propose to the Board, prior to the end of the fiscal year, an annual budget for the following fiscal year.

Section 3. The Investment and Audit Committee shall be governed by an Audit and Investment Policy as the Board shall approve from time to time.

Section 4. The President or the Board of Directors may appoint such additional committees as deemed appropriate.

Section 5. Committees may not incur any obligation on behalf of the Club without a vote of the Board of Directors.

ARTICLE X. ADOPTION AND AMENDMENTS.

Section 1. The Articles of Incorporation of the Club may be amended by a vote of 2/3 of the members of the Board of Directors. Amendments to the articles may be proposed by any members of the Board of Directors or by petition signed by ten voting members in good standing submitted to the Secretary.

Section 2. These By-Laws may be amended by a two-thirds vote of the members of the Board of Directors present at any meeting of the Board of Directors.

Section 3. No vote to amend the Articles of Incorporation of the Club or these Bylaws may be taken without providing to each of the members of the Board of Directors a minimum of ten days prior notice of such vote, which vote shall take place at a duly constituted meeting of the Board of Directors. Such notice, which shall be sent by ordinary mail, telephone, e-mail or any reputable courier or technology, shall include the proposed text of the amendment. The text of the proposed amendment may be modified at the meeting, provided that the text ultimately voted on and adopted must be a logical outgrowth of the discussion of the text included in the notice.

ARTICLE XI. PROCEDURE.

All questions of procedure not otherwise covered in the Articles of Incorporation or in these By-Laws shall be resolved upon the authority of Robert's Rules of Order.

ARTICLE XII. DUES.

The annual dues of the Club, including policies and dues levels for various categories of membership, shall be established by a majority vote of the Board of Directors.