By-laws

ARTICLE I - Membership

Section 1.    Qualifications. Each alumnus, alumna, and present or former officer, staff, or faculty member of the University of Pennsylvania’s Wharton School, who currently resides and/or works in the Chicago metropolitan areas, Illinois, or neighboring states including Wisconsin, Indiana, and Iowa, shall be eligible for regular membership (“Regular Membership”) in The Wharton Club of Chicago, (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 (the “Board”) 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.    Member Contributions. All Regular Members shall pay such annual fees or dues as shall be determined by the Board. Payment of such fees and dues shall entitle a Regular Member to membership in the Club for the twelve-month period following such payment.  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.  

Section 3.    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 4.    Non-Liability of Members. The members of the Club shall not be personally liable for the debts, liabilities, or obligations of the Club.

Section 5.    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 6.    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 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 7.    Reinstatement of Membership. By an affirmative vote of two-thirds of the members of the Board 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, 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 three (3) Board members, or by any five (5) or more Regular Members. The President, in calling a special meeting, shall designate the time and place of such meeting. A group of three (3) Board members, or any group of five (5) or more Regular Members, desiring to call a special meeting shall make a written request (the “Request”) to the President to call the meeting.  The President or his/her designee shall give notice (the “Notice”) of the special meeting within 10 days of receiving the Request.  The special meeting shall then be held no more than seven (7) days after the  Notice. If the President or his designee 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 e-mail and/or other electronic format chosen by the Board.

Section 4.    Voting. Each Regular Member of the Club is entitled to one (1) vote. Voting by Regular Members shall be on various issues that the Board puts to membership to decide as well as on election of the Club’s Board of Directors.  Proxies shall be permitted at all meetings. Members shall vote by voice or ballot, via mail, email or other electronic format, and the format shall be determined by the Board.  In case of a tie vote on any matter, the Board shall decide the matter, by majority vote of the Board, in addition to the Board members’ original votes.

Section 5.    Quorums.
 A quorum shall consist of twenty (20) Regular Members entitled to vote, present in person, telephonically or by proxy, or, when authorized, voting by mailed ballots, e-mail or other electronic format chosen by the Board. 

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 (the “Board”) of not less than six (6) persons nor more than twelve (12), each of whom shall be a Regular Member of the Club. The Officers, described in Article IV, shall be included in the number stated here. The number of Board members to be elected shall be established bi-annually by a majority of the incumbent Board, and shall include the officers and at least one at-large director.  Note that if the Board adds new board positions within the allowed number of total board positions, the newly added positions shall be filled as any other vacancy, as described in the Bylaws.

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.  Each director shall also assume leadership responsibility for one or more of the Club’s programs, activities or committees, and actively participate in one or more committees.

Section 3.    Term and Compensation. Directors shall be elected bi-annually by a majority of the Regular Members participating in the annual meeting of the Club, and shall hold office for a term of  two (2) years or 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 Illinois 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.    Vacancies. If the office of any director becomes vacant for any reason, the Board shall have the power to appoint, by majority vote of the Board, any qualified person to fill such vacancy, who shall hold office for the unexpired term of the predecessor director or until a successor is qualified and elected.

Section 6.    Meetings. Meetings of the Board may be held at any time, and at any place within or without the State of Illinois. Meetings shall be called by the President, whose duty it shall be to call a meeting at the request of any director, or the President’s designee. Notice of every meeting shall be given to all members of the Board by e-mail and/or other electronic format chosen by the Board, provided, however, that such notice need not be given if waived in writing by all directors. 

Section 7.    Quorums.  A quorum of the Board of Directors required to conduct a meeting shall consist of a majority of all Board of Directors.  A quorum of the Board of Directors required to pass a vote or take action on behalf of the Club shall be dictated as stated in these Bylaws, or where not stated, shall consist of a majority of all Board of Directors.

ARTICLE IV - Officers

Section 1.    Officers and Qualifications.  The officers of the Club will consist of a President, Vice-President of Membership, Vice President of Programming, Vice President of Operations, and Treasurer, and these officers shall be on the Board of Directors. Other or additional officers may be established by the Board from time to time.  Other officers must be Regular Members of the Club. Two or more officer positions may be held by the same persons, but this shall not change the minimum nor maximum number of allowed members of the Board of Directors, as stated in Article III, Section 1. 

Section 2.     Duties of Officers.  
Each officer shall perform such duties and exercise such authority as may be determined by the Board.  The officers shall have the power to run the day-to-day affairs of the Club.

Section 3.    Term and Compensation. Officers, as directors, shall be elected bi-annually by a majority of the Board, and shall hold office for a term of two (2) years or until their successors have been elected and qualified, or until removal as provided herein.  Officer positions shall be limited to three (3) successive two-year terms. The outgoing President will be expected to remain active after the election as described in Article IV, Section 6.  No officer shall be paid for services to the Club as an officer.

Section 4.    Eligibility.  Eligibility for an Officer position in the Club requires that an individual (i) be a Regular Member in good standing and (ii) a member of the Board of Directors of the Club.

Section 5.    Vacancies. If the office of any officer becomes vacant for any reason, the Board shall have the power to appoint, by majority vote of the Board, any qualified person to fill such vacancy, who shall hold office for the unexpired term of the predecessor officer or until a successor is elected and qualified.

Section 6.    Succession Policy.  All Officers-Elect shall be elected, as described in Article IV, Section 3, at least one (1) month before the expiration of the final term of the current Officers.  In order to ensure a smooth continuous functioning of the Club, it is expected that the outgoing President shall assume the role of President-Emeritus and will serve a six (6) month term as such, remaining active in the Club to serve in an advisory capacity for the incoming President.  The foregoing succession policy applies, except when explicitly waived by a two-thirds vote of the Directors.

ARTICLE V - Committees

Section 1.    Special Committees. The Board may establish, from time to time, standing or temporary committees to serve such functions as the Board may determine. Committees – formation and charter - shall be authorized by affirmative vote of two-thirds of the Board of Directors.  Committee assignments should take into account both the Club’s needs and the Club’s ability to execute successfully.  Action of any committee shall be upon affirmative vote of a majority of its members.  At the conclusion of each calendar year, or the committee’s existence, the Chairperson of each committee shall prepare and file with the Vice President of Operations (i) a financial report of the Committee's activities and (ii) procedures for guidance of any succeeding committee. 

ARTICLE VI - Amendment of Bylaws

Proposed amendments to these Bylaws shall be presented to the Board in writing and must be signed by at least three (3) Regular Members of the Club. Such proposed amendments shall become effective if approved by a two-thirds majority of the Board.

ARTICLE VII - Miscellaneous Provisions

Section 1.    Fiscal Year.  The fiscal year of the Club shall be the twelve (12) months ending December 31.

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 by a two-thirds majority vote.

Section 4.    Club Records.

4a)  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 contact information of all members shall be kept at the principal office of the Club, or by the Club’s Vice President of Operations, or at such location as the Board may direct. 

4b)  The Treasurer is responsible for recording and providing a quarterly financial report to the Board for approval within six (6) weeks of the end of the Quarter.  The Treasurer shall also be responsible for preparation and submission of federal and state tax returns and presenting to the Board for approval prior to submitting.


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.