The Diamond M Club Bylaws

2008 - 2009 Membership Year

ARTICLE I

Name

The name of this organization will be The Diamond M Club.

ARTICLE II

Purpose

The purpose of The Diamond M Club is to provide for the support and advancement of The Mustang Band of Southern Methodist University. To accomplish this purpose The Diamond M Club will develop, enhance and maintain an endowed scholarship fund for The Mustang Band, promote fellowship among current band members, alumni and supporters of The Mustang Band and disseminate information to the membership.

ARTICLE III

Membership

The membership of The Diamond M Club shall consist of all persons who have completed and filed a pledge of financial support. The Board of Directors shall establish annually a fiscal year for The Diamond M Club. Memberships must be renewed annually.

ARTICLE IV

Board of Directors

Section 1. Generally

The affairs and business of the Diamond M Club shall be managed and governed by a Board of Directors consisting of seven members of the Club.

Section 2. Composition

The seven members shall consist of the following: the President, the Vice President, the Secretary/Treasurer and four Directors.

Section 3. Eligibility

(A) Only members of The Diamond M Club in good standing at the time of their election and during their term of office are eligible to serve on the Board of Directors.

(B) An individual is a member is good standing if he or she has made a membership pledge and/or paid dues for the current fiscal year.

(C) Any member of the Board of Directors who fails to make an annual pledge or renewal of pledge or to pay his pledge shall be deemed to have resigned his position.

(D) All members of the Board of Directors must annually execute and file with the Secretary/Treasurer a Conflict of Interest Statement.

Section 4. Powers

The Board of Directors has all authority to manage the affairs of the Club and may undertake all actions necessary to accomplish the purposes of the Club. It may designate such committees as needed to serve for the time and under the conditions it deems appropriate.

Section 5. Quorum

A quorum of the Board of Directors shall consist of four members.

Section 6. Removal

Upon the affirmative vote of four or more members of the Board of Directors, any Officer or Director may be removed for failure to perform the duties of his or her position.

Section 7. Vacancies

In the event that a vacancy occurs among the members of the Board of Directors for any reason the remaining members of the Board shall select by majority vote a member of The Diamond M Club who is in good standing to fill the vacancy until the next annual meeting at which time the remainder of the term shall be filled by election of the general membership of the Club.

ARTICLE V

Officers

Section 1. Generally

The officers of The Diamond M Club shall be the President, the Vice President and the Secretary/Treasurer. The officers shall be elected annually by the Board of Directors from among its members. The election shall take place after the annual meeting of the Club and prior to the first day of the Club's fiscal year.

Section 2. Duties

(A) President. The President will preside at all meetings of the Club and the Board of Directors and perform the other duties normally associated with such office. The President may create ad hoc committees with the approval of the Board of Directors and is an ex-officio member of all committees.

(B) Vice President. The Vice President will assume the duties of the President upon the absence or disability of the President and perform the other duties normally associated with such office.

(C) Secretary/Treasurer. The Secretary/Treasurer will keep accurate records of all meetings and activities, all statements of income and disbursements, all financial records, and membership lists and perform the other duties normally associated with such office. All records of the Secretary/Treasurer are the property of The Diamond M Club and are subject to examination by the Board of Directors.

Section 3. Reports

All Officers shall present a report of the activities of their office at the annual meeting of The Diamond M Club.

ARTICLE VI

Terms of Office and Elections

Section 1. Generally

(A) Three Directors shall be elected in each even-numbered year and shall serve a term of two years.

(B) Four Directors shall be elected in each odd-numbered year and shall serve a term of two years

Section 2. Elections

(A)Election of Directors will be held annually by secret ballot. The Board of Directors shall distribute the ballot to all Club members in good standing during the first quarter of each calendar year. All ballots must be received by the time of the annual meeting of the Club. Club members may cast ballots by mail or by presentation at the annual meeting.

(B) Positions for Directors will be filled by a simple plurality of the ballots cast. Any tie votes will be decided by a follow-up election of the qualified membership present and voting, and any subsequent tie will be decided by the best 2 out of 3 coin tosses.

Section 3. Terms

The term of service for all Officers and Directors shall begin on the first day of the Club's fiscal year.

ARTICLE VII

Meetings

Section 1. Annual Meeting

The Board of Directors shall establish the date, time and location for the annual meeting of The Diamond M Club to be held during the second quarter of each calendar year.

Section 2. Board of Directors

The Board of Directors must meet quarterly during each year and may meet at such other times as determined by the President or when required by a majority of the members of the Board of Directors.

Section 3. Voting

All members in good standing of The Diamond M Club will be entitled to vote during the annual business meeting and in instances of postal balloting.

ARTICLE VIII

Indemnification

The Diamond M Club and the membership of The Diamond M Club will indemnify and hold harmless each Officer and Director and also the relatives, heirs and assigns of each Officer and Director, from all loss, cost, and reasonable expenses hereafter incurred in the payment, settlement, and defense of any claim, suit, or proceeding brought against an Officer or Director of The Diamond M Club or former Officer or Director because of any action alleged to have been taken or omitted as an Officer or Director.

ARTICLE IX

Rules of Procedure

The rules contained in Robert's Rules of Order (Revised) will be the parliamentary authority in all cases not covered by these Bylaws.

ARTICLE X

Amendment

Section 1. Board of Directors

These Bylaws may be amended by majority vote of the Board of Directors.

Section 2. Membership

Upon the demand of ten percent of the members of The Diamond M Club, a special meeting of the Club shall be held to repeal any amendment to the Bylaws. The affirmative vote of two-thirds of the membership present is required to repeal amendments.