Our Bylaws...
AMENDED AND RESTATED BYLAWS
OF
THE WHARTON CLUB OF CHICAGO
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 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 a majority of the Board, 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 majority of the Board or any group of five (5) or more Regular Members desiring to call a special meeting shall make written request to the President to call the meeting, whereupon the President or his designee shall give notice of the meeting, to be held no less than three (3) days after sending the request. If the President or his designee 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 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. Proxies shall be permitted at all meetings. Members shall vote by voice or ballot, except that voting may be by mail, e-mail or other electronic format only if the Board shall resolve to submit the entire vote on one or more issues to voting by mailed ballots, e-mail, or other electronic format chosen by the Board, in which case notice shall be given as provided herein, specifying that the entire vote is to be by mailed ballots, e-mail, or other electronic format.
Section 5. Quorums. A quorum shall consist of ten (10) 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 and Duties. The management of the Club shall be vested in a Board of Directors of not less than three (3) persons, each of whom shall be a Regular Member of the Club. The number of directors to be elected shall be established annually by the incumbent directors.
Section 2. Term and Compensation. Directors shall be elected annually by a majority of the Regular Members participating in the annual meeting of the Club, and shall hold office for a term of one (1) year 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 3. 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 4. 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. A quorum for any meeting shall consist of a majority of the directors.
ARTICLE IV
Officers
Section 1. Qualifications and Compensation. The President, Vice-President of Membership, Vice President of Programming and Treasurer shall be directors. Other officers need not be directors but must be Regular Members of the Club. Two or more offices may be held by the same persons. No officer shall be paid for services to the Club as an officer.
Section 2. Term and Compensation. Officers shall be elected annually by the Board, and shall hold office for a term of one (1) year or until their successors have been elected and qualified, or until removal as provided herein. Officers shall not be paid for their services to the Club.
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 and a Treasurer, and such other or additional officers as may be established by the Board from time to time. Each officer shall perform such duties and exercise such authority as may be determined by the Board from time to time.
Section 4. Vacancies. If the office of any officer becomes vacant for any reason, the Board 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 or until a successor is elected and qualified.
ARTICLE V
Committees
Section 1. Executive Committee. The President, Vice-President of Membership, Vice-President of Programming and the Treasurer of the Club shall comprise the Executive Committee of the Club. The Executive Committee, along with such officers and directors as may be authorized by the Executive Committee, shall have the power to run the day-to-day affairs of the Club.
Section 2. Other Committees. The Board may establish, from time to time, standing or temporary committees to serve such functions as the Board may determine.
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.
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