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BYLAWS OF THE WHARTON CLUB OF BOSTON, INC.
As Amended and Restated Effective July 1, 2005
ARTICLE I
Membership
The purpose of The Wharton Club of Boston, Inc., hereinafter referred to as the Club, shall be to foster professional associations, continuing education and social contact among those persons who have graduated from the Wharton School of the University of Pennsylvania, hereinafter referred to as the Wharton School, and to perform and encourage the performance of services which further the best interests of the students and alumni of the Wharton School and of the University of Pennsylvania.
Section 1. Qualifications. Each alumnus, alumna, and present or former officer, staff, or faculty member of the University of Pennsylvania’s Wharton School shall be eligible for regular membership (Regular Membership) in the WHARTON CLUB OF BOSTON, INC. (the Club). Any person eligible for Regular Membership may become a Regular Member by completing and submitting to the Vice-President of Membership an application in a form prescribed by such officer, together with the payment of such fees or dues as shall be established by the Board of Directors in accordance with the Bylaws. All Regular Members shall be eligible to vote on matters submitted to a vote of the members, and shall be eligible to serve as a director, officer, or committee member of the Club.
Section 2. Additional Qualifications. The following shall also be eligible for Regular Membership in the Club: current students at the University of Pennsylvania’s Wharton School; parents of current or former students, spouses, and immediate family of current students; and parents, spouses, and immediate family of current members of the Club.
Section 3. Membership by Vote of Board of Directors. The Board of Directors, by affirmative vote of two-thirds of the members of the Board present, may from time to time grant Regular Membership to an individual who does not fall within the Regular Membership qualifications but whom the Board nevertheless deems worthy of Regular Membership. Upon an affirmative vote of two-thirds of the members of the Board present, the individual shall complete and submit to the Vice-President of Membership an application in a form prescribed by such officer, together with the payment of such fees or dues as shall be established by the Board of Directors in accordance with these bylaws. Upon completion and submission of the application together with fees or dues, the individual becomes a Regular Member with all the rights and privileges of Regular Membership.
Section 4. Honorary Membership. The Board of Directors, by affirmative vote of two-thirds of the members of the Board present, may from time to time extend and grant an honorary membership (Honorary Membership) to any person who is not eligible for Regular Membership. An Honorary Member shall not be entitled to vote, nor be eligible to be a director, officer or committee member of the Club. Notwithstanding the foregoing, the Club shall not extend any privileges or benefits of membership to any Honorary Member, or to any Regular Member through affirmative vote of the Board of Directors, nor permit any such persons to be engaged in the activities of or with the Club, if the effect of such extension or activity might be to cause the Club to fail to be fulfill the conditions of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).
Section 5. Member Contributions. All Regular Members shall pay such annual fees or dues as shall be determined by the Board of Directors. Such fees shall be due and payable on or before such a date as shall be fixed by the Board of Directors. Only those Regular Members who have paid such fees and dues shall be entitled and eligible to vote on matters submitted to a vote of the members or to serve as a director, officer, or committee member of the Club. However, a Regular Member who is currently enrolled in any academic program or who has graduated from any academic program within the last academic year shall be entitled to all the rights and privileges of Regular Membership without paying dues.
Section 6. No Vested Rights of Members. No Member, incorporator, director or officer of the Club shall thereby have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the Club. Furthermore, no member of the Club shall have any right, title, or interest in or to the whole or any part of the assets of the Club, and no member shall be entitled to either the whole or any part of such assets in the event of the termination of such member’s membership in the Club for any reason.
Section 7. Non-Liability of Members. The members of the Club shall not be personally liable for the debts, liabilities, or obligations of the Club.
Section 8. Resignation of Members. Any member may resign by filing a written resignation with the Vice-President of Membership, but such resignation shall not relieve the Member so resigning of his or her obligation to pay any fees or dues or other obligations due to the Club which have accrued and are unpaid at the time of resignation. The resignation of a Member shall not be accompanied by the refund or fees or dues paid to the Club.
Section 9. Termination of Membership. By an affirmative vote of two-thirds of the Board present at a regular or special meeting of the Board, the membership of any Regular or Honorary Member may be suspended or terminated if such member shall have engaged in conduct deemed improper, prejudicial, abusive, or destructive to the Club or any member or members of the Club. Notice of the proposed action shall be given to the member at least ten (10) days before the meeting at which such action is proposed to be taken, together with a statement of any alleged cause for such action, and the member shall be entitled to attend and answer the allegations at such meeting.
Section 10. Reinstatement of Membership. By an affirmative vote of two-thirds of the members of the Board of Directors present at a regular or special meeting, the Board may reinstate a former or suspended member to membership on such terms as the Board may deem appropriate. Any such Board action shall be taken only upon written request signed by at least one Regular Member and filed with the Vice-President of Membership.
ARTICLE II
Meetings of Members
Section 1. Annual Meeting. The annual meeting of the Club shall be held each year at such time and place as may be designated by the Board of Directors, for election of directors, receiving annual reports of directors, officers and committees, and transacting such other business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the Club may be called for any purpose, at any time, by the President, by a majority of the Board of Directors, or by any five (5) or more members. The President, in calling a special meeting, shall designate the time and place of such meeting. A majority of the Board of Directors or any group of five (5) or more members desiring to call a special meeting shall make written request to the President to call the meeting, whereupon the President shall give notice of the meeting, to be held between ten (10) and sixty (60) days after receiving the request. If the President fails to give notice of the meeting within seven (7) days from the day on which the request was made, the persons who requested the meeting may fix the time and place of the meeting, and give notice, in the manner provided herein.
Section 3. Notice. Notice of meetings and elections shall be given to all members entitled to vote, subject to waiver thereof, by first class mail or by e-mail or both.
Section 4. Voting. Each Regular Member of the Club is entitled to one (1) vote. Proxies shall be permitted at all meetings. Members shall vote by voice or ballot, except that voting may be by mail only if the Board of Directors shall resolve to submit the entire vote on one or more issues to voting by mailed ballots, in which case notice shall be given as provided herein, specifying that the entire vote is to be by mailed ballots and enclosing ballots. In case of a tie vote on any matter, the President shall have a deciding vote in addition to his or her original vote.
Section 5. Quorums. A quorum shall consist of ten (10) members present in person or by proxy, or, when authorized, voting by mailed ballots.
Section 6. Telephone conferencing. Any meeting may be held by conference among members by a means of communication through which the participants may simultaneously hear each other during the conference if the same notice is given of the conference as would be required for a meeting, if all members who desire to participate are permitted to do so, and if the number of persons participating is a quorum.
ARTICLE III
Board of Directors
Section 1. Number. The management of the Club shall be vested in a Board of Directors of not less than five (5) nor more than fifteen (15) members, each of whom shall be a Regular Member of the Club. The number of directors to be elected shall be established annually by the Regular Members. The Board shall consist of at least the President, Vice-President of Membership, Vice-President of Programming, and Treasurer of the Club, along with the Chairperson and the most recent past President of the Club.
Section 2. Duties of Directors. Directors shall in good conscience participate in the working operations of the Club’s meetings, programs and related activities. A Board member in good standing must attend at least 50% of the scheduled Board meetings be it in person or via conference call or in lieu of attendance contribute significant time outside of the Board meetings (e.g., the Treasurer might not need to be at the prerequisite percentage of meetings as long as he/she communicates with the President on the financial status of the Club). To the extent practical, each director shall each year assume leadership responsibility for one or more of the Club’s programs or activities, or actively participate in one or more committees, programs or activities of the Club.
Section 3. Term and Compensation. Directors shall be elected triennially by the members, and shall hold office for a term of two (2) years and until their successors have been elected and qualified, or until removal as provided herein. Directors shall not be paid for their services to the Club.
Section 4. Removal of Directors. In addition to any other method provided by Massachusetts law, a director may be removed for cause by unanimous vote of all other directors at a meeting called for that purpose, at which meeting such director shall be entitled to answer charges of cause for removal.
Section 5. Meetings. Meetings of the Board of Directors may be held at any time, and at any place within or without the State of Massachusetts. Meetings shall be called by the President, whose duty it shall be to call a meeting at the request of any director. Notice of every meeting shall be given to all members of the Board of Directors by first class mail and by e-mail or both, provided, however, that such notice need not be given if waived in writing by all directors.
Section 6. Quorum for a Meeting of the Board. A quorum at any meeting of the Board shall consist of not less than 33% of the incumbent directors.
ARTICLE IV
Officers
Section 1. Qualifications and Compensation. The President, Vice-President of Membership, Vice-President of Programming (which might be split among more than one individual), and Treasurer shall be directors. Other officers need not be directors. Two or more officers may be held by the same persons. No officer shall be paid for services to the Club as an officer.
Section 2. Term. Officers shall be elected biannually by the Board of Directors, and shall hold office for a term of two (2) years and until their successors have been elected and qualified, or until removal as provided herein.
Section 3. Offices and Duties. The officers of the Club will consist of a President, a Vice-President of Membership, a Vice-President of Programming (which might be split among more than one individual), a Treasurer, and a Secretary and such other or additional officers as may be established by the Board of Directors from time to time. The President shall be the general executive officer of the Club and shall preside at all meetings of members and directors. The President shall also keep minutes of all meetings of members and the Board of Directors in the absence of a Club Secretary. The Vice-President of Membership shall keep a register of the names and addresses of all members and shall perform such other functions as may be assigned from time to time by the Board of Directors, and in the absence or disability of the President shall perform the President’s functions. The Vice-President of Programming (which might be split among more than one individual) shall perform such functions as may be assigned from time to time by the Board of Directors. The Treasurer shall have charge of all funds of the Club, shall be responsible for collecting and recording payment of dues, shall keep records of all receipts and disbursements, and in general perform all duties incidental to the office of Treasurer. The Secretary shall maintain the minutes of all meetings of the Board and membership, have custody of corporate records, and in general perform all other duties incidental to the office of Secretary. Other officers shall perform such duties and exercise such authority as may be determined by the Board of Directors from time to time.
Section 4. Succession Policy. (a) President. The new President shall be the individual who during the preceding two years occupied the office of the Vice President - Programs, irrespective of any other provisions contained in these By-Laws, unless such individual shall decline the nomination for such office. (b) Vice President (s) - Programs. The new Vice President(s) - Programs shall be an individual who during the preceding two years occupied either the office of Vice President - Membership, or was another Vice President - Programs, or Treasurer, or Secretary, irrespective of any other provisions contained in these By—Laws; provided, however, that the aforesaid succession policy shall not apply in the event that extenuating circumstances exist in a particular year as determined by a two-thirds vote of the Board, or in the event that all such individuals shall decline the nomination for such office. (c) Exception. The foregoing Succession Policy shall apply except when explicitly waived by a two-thirds vote of the Board.
Section 4. Vacancies. If the office of any officer becomes vacant for any reason, the Board of Directors shall have the power to appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term of the predecessor officer and until a successor is elected and qualified.
ARTICLE V
Committees
Section 1. Executive Committee. The immediate past President, the President, Vice-President of Membership, Vice-President of Programming (which might be split among more than one individual), and the Treasurer of the Club shall comprise the Executive Committee of the Club. The Executive Committee shall have the power to run the day-to-day affairs of the Club.
Section 2. Other Committees. The Board of Directors may establish, from time to time, standing or temporary committees to serve such functions as the Board may determine. Each such committee shall include at least one (1) director.
ARTICLE VI
Amendment of Bylaws
Proposed amendments to these Bylaws shall be presented to the Board of Directors in writing and must be signed by at least three (3) Regular Members of the Club. These proposed amendments shall become effective if approved by a two-thirds majority of the directors.
ARTICLE VII
Miscellaneous Provisions
Section 1. Fiscal Year Except as from time to time otherwise determined by the Board, the fiscal year of the Club shall be the twelve months ending December 31st.
Section 2. Seal. The Club may have a seal as determined by the Board.
Section 3. Execution of Instruments All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Club on its behalf shall be signed by the President, except as the Board may generally or in particular cases otherwise determine.
Section 4. Club Records. The original, or attested copies, of the Articles of Organization of the Club, of the Bylaws and records of all meetings of the Board and the Members, and the records which shall contain the names and addresses of all Members shall be kept at the principal office of the Club, or by the Secretary of the Club, or at such location as the Board may direct.
Section 5. Articles of Organization. All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Club in effect and as amended from time to time.
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