Proposed Bylaws September 2025
Changes marked in red

CONSTITUTION AND BYLAWS OF THE SMITH COLLEGE CLUB OF THE PENINSULA

ARTICLE I

NAME

The name of this organization shall be the Smith College Club of the Peninsula.

ARTICLE II

PURPOSES

Section 1: General Purpose

The purpose of this organization is to further the well-being of Smith College.

Section 2: Specific Purposes

This Association (the “Association” or the “Club”) is organized to further the well being of the Trustees of the Smith College (“Smith College”) by increasing the interest of the members of the Association in Smith College and shall be operated exclusively for educational and charitable purposes.  In furtherance of such purposes, the Association shall foster a spirit of friendship among graduates and former students of Smith College; serve by extending knowledge of the aims and achievements of Smith College; promote the interests of all alumnae in the academic and extracurricular activities of Smith College; and generally promote and encourage communications between Smith College, the Alumnae Association of Smith College (the “AASC”), and alumnae belonging to the Smith College Club of the Peninsula; provided that no such activity may be undertaken which is not charitable or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”).

ARTICLE III

MEMBERSHIP

Section 1: Regular Member

Any graduate or former student of Smith College shall be considered an active member of the Association upon payment of dues.

Section 2: Honorary Member

Members of the faculty and friends of the Association may become honorary members of the Association on being elected at any regular Club meeting.

ARTICLE IV

GOVERNING BODY

Section 1: Executive Committee

The governing body of the Association shall be the Executive Committee. The Executive Committee shall consist of the President, Vice President, Events Chair, Secretary, and Treasurer. The Executive Committee shall have charge of meetings and Association affairs. In cooperation with the President, it shall have the power to appoint all standing committees, relieve an Officer or other Chair of her responsibilities, accept resignations, in the case of a resignation or vacancy among Officers appoint someone to fill such position for the unexpired term, and act on behalf of the Association.

Section 2: Officers

The Officers of the Association shall be the President, Vice President, Program Chair, Secretary, and Treasurer. Officers are elected for a one-year term.

  • The President shall be the Chief Executive Officer and shall supervise the business affairs of the Association. The President shall preside at all meetings at which she is present, serve as an ex-officio member of all committees, file all information returns with the appropriate governmental authorities, appoint all standing committees in conjunction with the Executive Committee, and exercise all other duties incident to the office. Her responsibilities also include maintaining regular contact with other Executive Committee members to receive updates on their efforts and sending out at least one newsletter per year to members. She shall keep records of important publications, communications with Officers and members, and correspondence of note involving the AASC, which shall become part of the Association’s permanent records. In conjunction with the Executive Committee, she may also appoint an individual or committee to serve on a temporary basis to assist with specific projects. If an Officer cannot or does not fulfill her designated responsibilities, it is the duty of the President, in cooperation with the Executive Committee, to determine a course of action, including resignation and replacement. The President shall file the Annual Report with the AASC for each fiscal year. The President may attend the Club Leadership Conference at the College and shall mentor new and prospective volunteers.

  • The Vice President shall perform the duties of the President when the President is absent or unable to serve. She shall assist the President as needed and serve as the official backup for the President role. The Vice President may also support special projects and represent the Club at events as needed.

  • The Events Chair shall organize, plan, and schedule the program of events, coordinate with the respective hostesses, select committee members to help organize various events as needed, submit a list of events for inclusion in the newsletter, submit event invitations and notices in a timely manner to the Communications Coordinator for dissemination to members, and oversee the events budget.

  • The Secretary shall be responsible for the administrative record keeping for the organization. She shall keep a permanent record of minutes of all Board and Executive Committee meetings, and forward copies of appropriate materials to the College Archivist.

  • The Treasurer shall be responsible for the fiscal management of the treasury, including the collection of dues and maintenance of all financial records. She shall collect dues and activity fees, disburse funds according to the annual budget approved by the Executive Committee, assist the Program Chair in developing a program budget for the year, maintain correct and adequate financial records of the Association’s property and transactions, render a financial report at each regular meeting and at such other times as the Executive Committee may direct, submit to the College a list of members and their donation amounts to the scholarship fund along with the Association’s annual donation, file the Annual Financial Report with the AASC for each fiscal year, follow rules regarding disclosure of the Association’s financial status in accordance with laws governing tax-exempt status, and send proper notification to the bank regarding change of account signatures at termination of her term of office.

ARTICLE V

COMMITTEES

Section 1: Standing Committees

The Executive Committee shall determine the appropriate standing committee(s) and the scope and term of such committees. It shall appoint any committee necessary to further the work of the Club. The Chair of a standing committee reports to the Executive Committee when called upon to do so. The Chair and members of a standing committee shall not be considered members of the Association’s governing body. Such persons shall serve for a one-year term.

Section 2: Nominating Committee

(a) Nominating Committee and Purpose The Executive Committee shall appoint the members of the Nominating Committee. The current Officers should inform the Committee of the Club’s priorities for the upcoming term and criteria for selecting future leaders.

(b) Nomination of Officers The Nominating Committee shall nominate a candidate for each Officer position. The Committee should solicit nominations of possible candidates, seek to broadly represent all Club constituencies, and choose individuals who are able to meet the responsibilities of the given office. The Nominating Committee shall keep confidential all discussions about potential candidates.

The Nominating Committee should contact nominees and send them position descriptions, thoroughly discuss the responsibilities listed in the relevant job description and the potential time commitment with the prospective nominee, and confirm that she is able to perform those duties and agrees to have her name placed on the slate.

A single slate of Officer candidates shall be presented to the Executive Committee and placed on the ballot for a vote by the membership. The slate of proposed candidates shall be published in advance of the annual meeting through a notice in the monthly or annual newsletter.

(c) Recommendations for Standing Committees The Executive Committee shall notify the members of the Nominating Committee of the standing committee positions to be filled for the upcoming fiscal year. The Nominating Committee shall recommend a candidate for each position, if possible. The Committee should solicit recommendations of possible candidates, seek to broadly represent all Club constituencies, and choose individuals who are able to meet the responsibilities of the given position. The Nominating Committee shall keep confidential all discussions about potential candidates.

The Nominating Committee should contact nominees and send them position descriptions, thoroughly discuss the responsibilities listed in the relevant job description and the potential time commitment with the prospective nominee, and confirm that she is able to perform those duties and agrees to have her name recommended to the Executive Committee.

A list of candidates recommended for such standing committee positions shall be presented to the Executive Committee for their consideration. The Executive Committee shall retain all authority to appoint any candidates to Standing Committee positions at any time. The Executive Committee shall announce the list of incoming members appointed to standing committees at the annual business meeting.

ARTICLE VI

MEETINGS

Section 1: Regular Meetings and Special Meetings

There should be at least one regular meeting of the Club each fiscal year.  Special meetings may take place at any time.  No election of Officers may take place at special meetings.

Section 2: Quorum

Five percent (5%) of the total number of Club members shall constitute a quorum to convene a meeting.  In the absence of a quorum at a meeting, no action may be taken except to adjourn the meeting to a subsequent time and place.

Section 3: Executive Committee Meetings

Meetings of the Executive Committee may be called by any of its members at any time.

ARTICLE VII

ELECTIONS

Section 1: Election of Officers

All Officers shall be elected at or before the annual business meeting.  The election of Officers shall be conducted by a written ballot or show of hands by members present in person at the annual meeting or virtual annual meeting, by mail-in ballot, by electronic voting, or by such other method authorized by and under the supervision of the Executive Committee.  The Executive Committee may authorize reasonable accommodations to facilitate secure, official voting by members in light of existing circumstances at the time.  The affirmative vote by a simple majority of those members voting shall elect the candidate.  The election results shall be announced at the annual business meeting.

Should the Alumnae Association of Smith College direct a restructuring of this Club, a quorum shall elect a slate of Officers at a special meeting designated for that purpose.

Section 2: Timing of Elections

The Club shall elect their Officers during August or September of each year, or at such other time as may be chosen by the Executive Committee.  The Alumnae Association of Smith College shall be notified of a change in Officers immediately.

ARTICLE VIII

DUES

Annual dues shall be in such amounts as the Executive Committee may from time to time determine.

ARTICLE IX

AMENDMENTS

This Constitution and Bylaws may be amended at or before any regular meeting of members of the Association by a majority vote of those present in person or at a virtual regular meeting, or by a majority vote of those members voting by mail-in ballot, by electronic voting, or by such other method authorized by and under the supervision of the Executive Committee.  The Executive Committee may authorize reasonable accommodations to facilitate secure, official voting by members in light of existing circumstances at the time.  The affirmative vote by a simple majority of those members voting shall approve the amendment.  The results shall be announced at such regular meetings of the members of the Association.

ARTICLE X

ASSOCIATION FUNDS/DISSOLUTION

When there are only five (5) surviving members of the Club, the Club shall be dissolved and all remaining Association funds shall be transferred as unrestricted funds to the Alumnae Association, provided the Alumnae Association is then in existence and exempt from federal income tax under Section 501(c)(3) of the Code and if it is not, to Smith College provided it is then in existence and exempt from federal income tax under Section 501(c)(3) of the Code or if neither is then in existence and exempt under Section 501(c)(3) of the Code or if they are unwilling to accept the assets, then to, and only to, such one or more organizations then exempt from federal income tax under Section 501(c)(3) of the Code and organized and operated exclusively for charitable, scientific, literary, or educational purposes, as the Executive Committee may by vote determine.

ARTICLE XI

PROHIBITION ON INUREMENT, ETC.

No part of the net earnings of the Association shall inure to the benefit of any member, director, Officer, or other private individual except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes stated in Article II.  No substantial part of the activities of the Association shall consist in carrying on propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.  Nothing contained in this Constitution and Bylaws shall be read as authorizing or permitting the Association to operate other than exclusively for charitable, scientific, literary, or educational purposes, within the meaning of Section 501(c)(3) of the Code, and no amendment of this Constitution and Bylaws shall authorize or permit the Association to be organized or operated other than exclusively for the aforesaid purposes.

ARTICLE XII

ADDITIONAL PROVISIONS

In the event that the Association is a private foundation, within the meaning of section 509(a) of the Code, then, notwithstanding any other provisions of this Constitution and Bylaws, the following shall apply:

(1) The Association shall distribute its income for such taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Code, or corresponding provisions of any subsequent federal tax laws.

(2) The Association shall not engage in any act of self-dealing as defined in section 4941(d) of the Code, or corresponding provisions of any subsequent federal tax laws.

(3) The Association shall not retain any excess business holdings as defined in section 4943(c) of the Code, or corresponding provision of any subsequent federal tax laws.

(4) The Association shall not make any investments in such manner as to subject it to tax under section 4944(c) of the Code, or corresponding provisions of any subsequent federal tax laws.

(5) The Association shall not make any taxable expenditures as defined in section 4945(d) of the Code, or corresponding provisions of any subsequent federal tax laws.

Dated:  September 30, 2025

Adopted by the Smith College Club of the Peninsula

By _______________________________________
Amy Gardner, 92, President


By ________________________________________
Hazel Won ‘11, Secretary