ARTICLE I - Name and Purpose
Section 1. Name
The name of this Club shall be The Wharton Club of Chicago (“the Club”).
Section 2. Purpose
The Club is organized to promote the welfare of The Wharton School of the University of Pennsylvania (“Wharton” or the “University”) and will be operated exclusively for educational and charitable purposes as the terms are used in Internal Revenue Code Section 501(c)(3). The purpose of the Club includes, but is not limited to
a. Promoting the welfare of the University,
b. Conducting public discussion groups, forums, panels, lectures or similar programs to facilitate exposure to thought leaders and meaningful opportunities for intellectual development and lifelong learning for graduates and friends of the University,
c. Engaging in public relations work on behalf of the University,
d. Supporting the goals and objectives of the University’s Alumni Association,
e. The fostering of the spirit of fraternity among graduates and friends of the University through fund raising and social events,
f. Supporting other 501(c)(3) designated organizations,
g. Raising of funds to be used in the establishment and the continuation of University student scholarships, and
h. Complying with the state and local laws and ordinances relating to alcoholic liquors.
ARTICLE II - 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 an online application in a form prescribed by either the University or the Club’s Board of Directors (the “Board”), together with the payment of such fees or dues as shall be established by 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.
Section 8. Non-Discrimination and Non-Harassment. Discrimination and/or Harassment within the Wharton Club of Chicago based on race, color, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, disability, age (40 or older) or genetic information (including family medical history) will not be tolerated. Further, any discrimination based on race, color, religion, sex (including pregnancy, sexual orientation, or gender identity), national origin, disability, age (40 or older) or genetic information (including family medical history) is illegal. Members who believe they have experienced discrimination or harassment may report this to any board member as listed on the WCC website (https://www.whartonclubchicago.com/board). Confidentiality of the member and any supporting witness reporting, as well as information gathered, will be protected to the greatest possible extent throughout the reporting and investigation process. Any member and witness reporting such occurrences will also be protected from retaliation to the greatest extent possible from members of the WCC Board for such a report. Reports will be investigated as promptly, thoroughly, and impartially as best possible.
ARTICLE III - Meeting 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 IV - 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. Every director must respond appropriately to any reports of discrimination and/or harassment by any WCC member and report discrimination to individuals authorized to respond, as the situation dictates. Should a director fail to promptly report and/or fail to maintain confidentiality to the greatest possible extent of complainants and witnesses, the director will be disciplined appropriately.
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 four (4) 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 V - 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 four (4) years or until their successors have been elected and qualified, or until removal as provided herein. Officer positions shall be limited to two (2) successive four-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 VI - 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 VII - General
Section 1. Inurement
No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I, Section 2 hereof.
Section 2. Lobbying or Political Campaigns
No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section 3. Unrelated Activities
Notwithstanding any other provision of these articles, the Club shall not carry on any other activities not permitted to be carried on
a. By a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or
b. By a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 4. Dissolution of the Club
Upon the dissolution of the Club, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Club is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VIII - Conflict of Interest
Section 1. Definitions
a. Interested Person - Any Member of the Board who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family
i. An ownership or investment interest in any entity with which the Club has a transaction or arrangement,
ii. A compensation arrangement with the Club or with any entity or individual with which the Club has a transaction or arrangement, or
iii. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Club is negotiating a transaction or arrangement.
Section 2. Procedures
a. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Members of the Board considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting of the Board while the determination of a conflict of interest is discussed and voted upon. The remaining Members of the Board shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest
i. An interested person may make a presentation at the Board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
ii. An Officer of the Board, as defined in Article V, Section 1 hereof, shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the Board shall determine whether the Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
iv. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested Members of the Board whether the transaction or arrangement is in the Club's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflict of Interest Policy
i. If the Board has reasonable cause to believe a member has failed to disclose an actual or possible conflict of interest, it shall inform the Member of the Board of the basis for such belief and afford the Member of the Board an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the Member of the Board's response and after making further investigation as warranted by the circumstances, the Board determines the Member of the Board has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 3. Records of Proceedings
The minutes of the Meeting of the Board shall contain
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 4. Compensation
a. A voting member of the Board who receives compensation, directly or indirectly, from the Club for services is precluded from voting on matters pertaining to that Member of the Board’s compensation.
b. No voting member of the Board whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Club, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 5. Annual Statements
Each Member of the Board shall annually sign a statement which affirms such person
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Club is charitable and educational and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 6. Periodic Reviews
To ensure the Club operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining, and
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Club's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Section 7. Use of Outside Experts
When conducting the periodic reviews as provided for in Article XIII, Section 6, the Club may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE IX - 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 X - 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.
By-laws Adopted: May 31, 2019
Updated by-laws approved by unanimous vote of board and 3 regular members on May 31, 2019.