Bylaws of the Wharton Club of Boston, Inc.
As Amended and Restated Effective December 1, 2010
The purposes of The Wharton Club of Boston, Inc. (the “Club”) are (a) to foster professional associations, continuing education and social contact among graduates of the Wharton School, University of Pennsylvania (the “Wharton School”), and (b) to perform and encourage the performance of services which further the interests of the students and alumni of the Wharton School and of the University of Pennsylvania.
Section 1. Qualifications. Each alumnus, alumna and present student, officer, staff or faculty member of the Wharton School is eligible for regular membership—“Regular Membership”—in 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 that officer prescribes, together with the payment of such fees or dues as the Board of Directors establishes. All Regular Members shall be eligible to vote on matters submitted to a vote of the members and to serve as directors, officers or committee members of the Club.
Section 2. Membership by Vote of Board of Directors. The Board of Directors, by affirmative vote of two-thirds of the directors present, may from time to time grant Regular Membership to individuals who do 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 directors present, the individual shall be invited to 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. Upon the completion and submission of the application together with fees or dues, the individual shall become a Regular Member with all the rights and privileges of Regular Membership.
Section 3. Honorary Membership. The Board of Directors, by affirmative vote of two-thirds of the directors 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 or to become 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 §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 4. Member Contributions. All Regular Members shall pay such annual fees or dues as the Board of Directors determines. 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, the Board of Directors, by affirmative vote of two-thirds of the directors present, may from time to time extend and grant a waiver of the annual dues to any Regular or Honorary Member.
Section 5. 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 6. Non-Liability of Members. The members of the Club shall not be personally liable for the debts, liabilities, or obligations of the Club.
Section 7. 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 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 Club shall not refund any fees or dues the resigning member has previously paid to the Club.
Section 8. Termination of Membership. By an affirmative vote of two-thirds of the directors 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 has 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. The member shall be entitled to attend and answer the allegations at such meeting.
Section 9. Reinstatement of Membership. By an affirmative vote of two-thirds of the directors present, the Board may reinstate a former or suspended member to membership on such terms as the Board deems appropriate.
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 electing 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 directors, or by any ten (10) 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 ten (10) 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 fifteen (15) and sixty (60) days after receiving the request. If the President fails to give notice of the meeting within ten (10) 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 is entitled to one (1) vote. Written 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 resolves 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. Electronic 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.
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 twenty (20) members, each of whom shall be a Regular Member of the Club. The number of directors can be modified by the Regular Members. The Board shall consist of at least the President, Secretary and Treasurer. The President, at his or her discretion, may waive this requirement for the Secretary or the Treasurer, thus enabling a person to serve in one of these officers without being on the Board.
Section 2. Duties of Directors. Directors shall participate in the working operations of the Club’s meetings, programs and related activities. A director in good standing must attend at least 50% of the scheduled Board meetings in person or via electronic conference or in lieu of attendance contribute significant time outside of the Board meetings. 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.
Section 3. Term and Compensation. Directors shall be elected yearly by the simple majority of the Regular Members, and shall hold office for a term of one (1) year 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, unless it is a reimbursement of a pre-approved expenses incurred during the service of 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 a two-thirds 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 Commonwealth 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 or 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 Meetings of the Board. A quorum at any meeting of the Board shall consist of not less than 33⅓% of the incumbent directors.
Section 1. Qualifications and Compensation. The President shall be on the board of directors, but other officers need not be directors. Officers can be selected by a simple majority at any board meeting. Two (2) or more officer positions may be held by the same person. No officer shall be paid for services to the Club as an officer, unless it is a reimbursement of a pre-approved expenses incurred during service for the Club.
Section 2. Term. Officers shall be elected annually by the Board of Directors, and shall hold office for a term of one (1) year and until their successors have been elected and qualified, or until removal as provided herein. There is a three (3) term limit for the position of the President.
Section 3. Offices and Duties. The officers of the Club shall consist of a President, a Vice-President of Membership, a Vice-President of Programming, a Treasurer, 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 President-Emeritus shall perform the President’s functions in the absence or disability of the President. 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. The Vice-President of Programming shall coordinate the planning and execution of all the events and 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 be responsible for keeping records of all receipts and disbursements, and in general shall be responsible for performing 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-Elect shall be elected by the Board of Directors at least six (6) months before the expiration of the final term of the current President. The outgoing President shall assume the role of President-Emeritus. The outgoing President-Emeritus shall assume the role of Chairperson. The foregoing succession policy applies except when explicitly waived by a two-thirds vote of the directors.
Section 5. 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.
Proposed amendments to these Bylaws shall be presented to the Board of Directors in writing. These proposed amendments shall become effective if approved by a two-thirds majority of the directors.
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 (12) months ending June 30.
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 Bylaws 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.