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WCNC Bylaws
AMENDED AND
RESTATED BYLAWS
OF
THE WHARTON CLUB OF NORTHERN CALIFORNIA
a California Nonprofit Mutual Benefit Corporation
January 5, 2017
TABLE OF CONTENTS
ARTICLE I - PRINCIPAL OFFICE
ARTICLE II - MEMBERSHIP
...SECTION 1: MEMBERS
...SECTION 2: TERMINATION OF MEMBERSHIP
...SECTION 3: VOTING
...SECTION 4: QUORUM
...SECTION 5: MEMBER MEETING
...SECTION 6: NOTICE OF MEETINGS
...SECTION 7: ADJOURNMENTS
...SECTION 8: LIABILITIES OF MEMBERS
ARTICLE III - BOARD OF DIRECTORS
...SECTION 1: MEMBERS
...SECTION 2: QUORUM
...SECTION 3: POWERS OF DIRECTORS
...SECTION 4: DUTIES OF DIRECTORS
...SECTION 5: ELECTION AND TERM OF OFFICE
...SECTION 6: VACANCIES
...SECTION 7: PLACE OF MEETING
...SECTION 8: ANNUAL MEETING
...SECTION 9: SPECIAL MEETINGS
...SECTION 10: ACTION WITHOUT A MEETING
...SECTION 11: REMOVAL
...SECTION 12: COMPENSATION
ARTICLE IV - OFFICERS
...SECTION 1: OFFICERS
...SECTION 2: ELECTION OF PRESIDENT
...SECTION 3: PRESIDENT
...SECTION 4: VICE PRESIDENT
...SECTION 5: SECRETARY
...SECTION 6: CHIEF FINANCIAL OFFICER
ARTICLE V - AMENDMENT OF BYLAWS
ARTICLE VI - COMMITTEES
ARTICLE VII - INDEMNIFICATION
ARTICLE VIII - MISCELLANEOUS
AMENDED AND
RESTATED BYLAWS
OF
THE WHARTON CLUB OF NORTHERN CALIFORNIA
(Formerly The Wharton Club of San Francisco)
a California Nonprofit Mutual Benefit Corporation
ARTICLE I - PRINCIPAL OFFICE
The principal office for the transaction of the business of the corporation is
as may be hereafter fixed and located by the Board of Directors, which board is
hereby granted full power and authority to change said principal office from one
location to another in Northern California.
ARTICLE II - MEMBERSHIP
SECTION 1: MEMBERS
There shall be only one voting class of member. Each member shall be entitled to one vote. Membership in the organization shall be open to anyone who meets both of the following two qualifications:
(a) Has obtained a Bachelors degree, a Masters of Business Administration
degree, or a Doctorate of Philosophy degree, or has completed the Advanced
Management Program from The Wharton School of the University of Pennsylvania;
(b) Is a student in good standing and currently enrolled in a program to
obtain a Bachelors degree, a Masters of Business Administration degree, or a
Doctorate of Philosophy degree from The Wharton School of the University of
Pennsylvania, including such students who may be on a voluntary leave of absence
granted by The Wharton School of the University of Pennsylvania from any of the
above listed programs;
(c) Is or has been a member of the faculty of The
Wharton School of the University of Pennsylvania; or
(d) Has been
officially invited by the President, with the approval of a majority of the
Board of Directors, to become a member.
Anyone eligible for membership
under the above categories may become a member of the organization upon payment
of dues and assessments for a period of at least one year or as determined by
the Board of Directors of the corporation. Dues are not refundable.
SECTION 2: TERMINATION OF MEMBERSHIP
A membership in the corporation shall terminate on occurrence of any of the
following events:
(a) Voluntary resignation of the member;
(b) The
member’s failure to pay dues, fees, or assessments as set by the Board of
Directors; or
(c) Termination of membership based on the good faith
determination by the Board of Directors, or a committee or person authorized by
the Board of Directors to make such a determination, that the member has failed
in a material and serious degree to observe the corporation’s standards of
conduct as established by the Board of Directors from time to time; has been
convicted of a crime involving moral turpitude; has failed to perform his or her
duties with a public or private entity consistent with standards of business
ethics expected of persons charged with the duties of an officer or director of
a public company; or is found by the Board of Directors to have engaged in
conduct materially and seriously prejudicial to the corporation’s purposes and
interests.
A person whose membership is terminated shall not be entitled
to any refund of dues paid.
SECTION 3: VOTING
Members shall be entitled to vote at
meetings either in person or by proxy appointed by instrument in writing
subscribed by the member or his or her duly authorized attorney.
SECTION 4: QUORUM
One-third of the members of the corporation, or if one-third of the
members be 25 or more, 25 members shall constitute a quorum.
SECTION 5:
MEMBER MEETING
The Board of Directors, the President, or the
lesser of one hundred (100) members or twenty-five percent (25%) of the members
in good standing, may call a meeting of the members for any lawful purpose at
any time. Meetings of members may also be held at such time and place as the
Board of Directors may determine.
SECTION 6: NOTICE OF MEETINGS
A written notice of the time and place of the member meeting shall be
delivered personally to each voting member or sent to each voting member by
mail, electronic mail or other form of written communication, charges prepaid,
addressed to him or her at his or her address as it is shown on the records of
the corporation, or if it is not shown on the records or is not readily
ascertainable, such notice shall be posted on the corporation’s website. Any
notice shall be mailed, delivered, or posted at least fifteen (15) days before
the date of the meeting.
Transactions at any meeting of the members of this corporation, even if the call
and notice to members preceding such meeting were insufficient, that is, less
than fifteen (15) days, shall be deemed valid if a quorum is present at such
meeting; and if, either before or after the meeting, each of the voting members
not present signs a written waiver of notice, or a consent to holding this
meeting, or an approval of the minutes of the meeting. All the waivers, consents
or approvals shall be filed with the corporate records or be made a part of the
minutes of the meeting.
SECTION 7: ADJOURNMENTS
If less than a quorum shall be in attendance at the time for which a meeting
shall have been called, the meeting may be adjourned by a majority vote of the
members present or represented, without any notice other than by announcement at
the meeting, until a quorum shall attend. Any meeting at which a quorum is
present may also be adjourned, in like manner, for such time, or upon such call
as may be determined by vote.
SECTION 8: LIABILITIES OF MEMBERS
No
person who is now, or who later becomes a member of this corporation shall be
personally liable to its creditors for any indebtedness or liability, and any
and all creditors of this corporation shall look only to the assets of this
corporation for payment.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1: MEMBERS
The corporation shall have between eight (8) and fifteen (15) directors on
the Board of Directors until the number of directors is changed by amendment to
these bylaws. The current President and the immediate past President shall be ex
officio members of the Board of Directors with full privileges. Upon the
adoption of these bylaws, the initial Board of Directors shall consist of nine
Directors plus the ex-officio members until changed by the Board of Directors to
a different number within the range specified above.
No person may be
elected to the Board of Directors unless he or she is a member in good standing
of the corporation. A Director whose membership in the corporation shall expire
shall be given notice of such expiration by the Secretary. If the Director shall
not renew his or her membership in the corporation within seven days following
the giving of such notice, the Director shall be deemed to have voluntarily
resigned from the Board as of the last date in such seven-day notice period.
SECTION 2: QUORUM
Four (4) members of the Board of
Directors, excluding the President, shall constitute a quorum for the
transaction of business.
SECTION 3: POWERS OF DIRECTORS
Subject
to limitations of the articles of incorporation, other sections of the bylaws,
and of California law, all corporate powers of the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be controlled by, the Board of Directors. Without limiting the
general powers, the Board of Directors shall have the following powers:
(a) To select and
remove all the other officers, agents, and employees of the corporation,
prescribe such powers and duties for them as may not be inconsistent with law,
the articles of incorporation, or the bylaws, fix their compensation, and
require from them security for faithful service;
(b) To conduct, manage
and control the affairs and business of the corporation, and to make rules and
regulations not inconsistent with California law, the articles of incorporation
or the bylaws; and
(c) To appoint committees as they deem advisable and
proper from time to time and to define their powers and duties.
SECTION 4: DUTIES OF DIRECTORS
The Board of Directors shall:
(a) Maintain
an interest in and an awareness of the educational programs and plans of The
Wharton School of the University of Pennsylvania;
(b) Develop an
understanding of alumni, business and community needs in the corporation's
geographical area;
(c) Appoint the corporation's officers;
(d)
Review with the officers of the corporation their plans and programs for the
coming year and aid them in the execution of these plans whenever possible;
(e) Periodically review the progress of the officers and any Chairperson of
a Committee of the corporation in accomplishing their programs and objectives;
(f) Provide advice and counsel to the officers and any Committee Chairperson
of the corporation;
(g) Establish the policies, practices, and structure,
position titles of the corporation and approve the programs of the corporation
to ensure that all educational programs developed by the corporation are of the
best possible standards.
SECTION 5: ELECTION AND TERM OF OFFICE
Except as provided below for the initial terms of the first directors
appointed to the various terms, the term of office of each director of this
corporation shall be three years or until his or her successor is elected.
Successors for directors whose terms of office are then expiring shall be
approved by a majority of the Board of Directors in the year such terms expire.
A director may succeed himself in office.
Immediately after these bylaws are adopted,
the initial slate of the elected Board of Directors shall be divided equally
into three classes. The term of the first class end at the expiration of the
first year, the second class at the expiration of the second year, and the third
class at the expiration of the third year. Each expiring class term shall expire
on January 1 of the respective year, or when the Board of Directors first meets
after the first of each year and elects a new slate of directors for the
expiring class.
The current President and the immediate past President
shall be ex officio members of the Board of Directors with full privileges.
Except for the current President, no person shall be both an elected officer of
the corporation and an elected member of the Board of Directors.
The
maximum number of consecutive three-year terms of office a member may serve as
Director shall be three terms (“Allowed Consecutive Terms”). A Director
appointed to fill the unexpired term of his or her predecessor shall not be
considered serving one of the Allowed Consecutive Terms unless the remainder of
the unexpired term being filled exceeds eighteen (18) months. Likewise, the
initial one-year term of a Director appointed to fill a short term of one year
necessary to create the staggered Board required by these Bylaws shall not be
considered an Allowed Consecutive Term. The time an ex officio Director serves
as ex officio Director shall not count as part of an Allowed Consecutive Term.
SECTION 6: VACANCIES
Any vacancy in the Board of
Directors, whether arising from death, resignation, removal, and increase in the
number of directors or any other cause, may be filled by a successor elected by
a majority of the remaining Directors though less than a quorum or by the
members of the corporation at any special meeting called for the purpose.
A successor
director elected at a special meeting shall serve for the unexpired term of his
predecessor.
SECTION 7: PLACE OF MEETING
Regular
meetings of the Board of Directors shall be held at such place, within or
without the state, that has been designated from time to time by the President
or by any two directors. In the absence of this designation, regular meetings
shall be held at the principal office of the corporation. Special meetings of
the Board may be held either at the place designated or at the principal office.
SECTION 8: ANNUAL MEETING
Each newly elected Board
of Directors shall hold its first meeting for the purpose of organization and
the transaction of business, if a quorum be present, immediately after the
election of a new class of directors, or within one-hundred eighty (180) days of
such election, at such time and place as may be fixed by written notice given to
all the directors.
SECTION 9: SPECIAL MEETINGS
Special meetings of the
Board of Directors for any purposes may be called at any time by the President
or by any of the directors.
Written notice of the time and place of special
meetings shall be delivered personally to each director or sent to each director
by mail, electronic mail, or by other form of written communication, charges
prepaid, addressed to him or her at his or her address as it is shown on the
records of the corporation, or if not readily ascertainable, at the place at
which the meetings of the directors are regularly held. The notice shall be
delivered personally or mailed at least fifteen (15) days before the time of the
holding of the meeting.
The transactions of any meeting of the Board of
Directors, however called and noticed and wherever held, shall be as valid as
though had at a meeting held after regular call and notice, if a quorum is
present and if either before or after the meeting each of the directors not
present signs a written waiver of notice or a consent to hold the meeting or an
approval of the minutes. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
SECTION 10: ACTION WITHOUT A MEETING
Any action by the
Board of Directors may be taken without a meeting if all members of the Board of
Directors individually or collectively consent in writing to this action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board of Directors.
SECTION 11: REMOVAL
A
director may be removed from office, for cause, by the vote of a majority of the
directors.
SECTION 12: COMPENSATION
The directors shall
receive no compensation for their services as directors.
ARTICLE IV - OFFICERS
SECTION 1: OFFICERS
The elected officers of the
corporation shall include a President, Vice President or Vice Presidents as
deemed necessary by vote of the Board of Directors, a Secretary, and a Chief
Financial Officer, each to have such duties as are provided for in these bylaws
or as the Board of Directors may from time to time determine.
Any officer approved or appointed by the
Board of Directors or by the members or any committee may be removed at any time
for just cause by a majority vote of the directors at any meeting of the Board
of Directors. Just cause is defined as conduct deemed by the Board of Directors
as inconsistent with the goals of the corporation or the duties of the office,
or the failure or inability of the officer to perform his or her duties to the
level of performance deemed appropriate by the Board of Directors.
SECTION 2: ELECTION OF PRESIDENT
The President of the
corporation shall be appointed by the Board of Directors. Upon appointment, the
President shall hold office for a two (2) year term, expiring on December 31 of
the next succeeding odd numbered year, or until his or her successor shall have
been duly elected and qualified, or until his or her death or resignation, or
until his or her removal in the manner hereinafter provided.
SECTION 3:
PRESIDENT
Subject to the control of the Board of Directors, the
President shall have general supervision, direction and control of the business
and affairs of the corporation. He or she shall preside at all meetings of the
members and at all meetings of the Board of Directors, and shall have such other
powers and duties as may be prescribed from time to time by the Board of
Directors. The President is the only corporate officer who may be a member of
the Board of Directors.
SECTION 4: VICE PRESIDENT
In the absence or
disability of the President, the Vice President shall perform all the duties of
the President and in so acting shall have all the powers of the President.
Should more than one Vice President exist, succession to Presidency shall be in
the order of rank by timing of appointment to the office of Vice President,
unless other seniority among Vice Presidents is specifically named by the Board
of Directors. The Vice President or Vice Presidents shall have such other powers
and perform such other duties as may be prescribed from time to time by the
Board of Directors.
SECTION 5: SECRETARY
The Secretary shall keep or caused
to be kept a full and complete record of the proceedings of the Board of
Directors, shall keep the seal of the corporation and affix it to such papers
and instruments as may be required in the regular course of business, shall make
service of such notices as may be necessary or proper, shall supervise the
keeping of the records of the corporation, and shall discharge such other duties
of the office as prescribed by the Board of Directors.
SECTION 6: CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall keep and maintain or caused to be kept or
maintained, adequate and correct books and accounts of the corporation’s
properties and transactions. The Chief Financial Officer shall also receive and
safely keep all funds of the corporation and deposit them in the bank or banks
that may be designated by the Board of Directors. Those funds shall be paid out
only on checks of the corporation signed by the President, or Chief Financial
Officer, or by such other officers as may be designated by the Board of
Directors as authorized to sign them. The Chief Financial Officer shall have
such other powers and perform such other duties as may be prescribed from time
to time by the Board of Directors.
ARTICLE V - AMENDMENT OF
BYLAWS
These bylaws may be amended or repealed and new bylaws
adopted at any directors' meeting by the vote of a majority of the members of
the Board of Directors, except that a bylaw fixing or changing the number of
directors may be adopted, amended or repealed only by the vote or the written
consent of a majority of the members of the corporation or the vote of a
majority of a quorum at a meeting of the members called for that purpose and
which is the vote of the majority of those present and voting.
ARTICLE VI -
COMMITTEES
Committees shall be authorized by vote of the Board
of Directors and the Board of Directors shall appoint the members of such
committees and designate the chairman of each of them. Except for the Nominating
Committee and Executive Committee of the Board of Directors, members of
committees need not be elected members of the Board of Directors. Each
committee, unless given longer life by vote of the Board of Directors, is to
serve for the calendar year for which it is appointed. No committee shall take
any action committing the corporation without the express authorization of the
President. Action of any committee shall be upon affirmative vote of a majority
of its members. The Chairperson of each committee shall prepare and file with
the Secretary, at the conclusion of each calendar year, a report of the
Committee's activities and procedures for guidance of any succeeding committee.
ARTICLE VII -
INDEMNIFICATION
To the fullest extent permitted by law, this
corporation shall indemnify its directors, officers, employees, and other agents
as described in California Corporations Code Section 7237(a), including persons
formerly occupying any such positions, against all expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred by them in
connection with any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that the person is or was a director, officer, employee, or other agent;
provided, however, that such director, officer, employee, or other agent must
have acted in good faith, in a manner such a person reasonable believed to be in
the best interests of the corporation and, in the case of a criminal proceeding,
with no reasonable cause to believe that the conduct of such person was
unlawful. “Expenses,” as used in this bylaw, shall have the same meaning as in
that section of the California Corporations Code.
With respect to any threatened, pending or completed
action brought to procure a judgment in favor of the corporation by or in the
right of the corporation, under Section 5233 of the California Corporations Code
made applicable pursuant to Section 7238, or by the Attorney General of the
State of California or a person granted relator status by the Attorney General
for breach of duty relating to assets held in charitable trust, the corporation
shall indemnify each director and officer, upon a written request from such
person seeking indemnification, whether or not then in office, who was or is or
is threatened to be made a party to such action by reason of the fact that such
director or officer was or is an agent of the corporation, against expenses
(including attorneys' fees) actually and reasonably incurred by such director or
officer in connection with the defense or settlement of such action; provided,
however, that such director or officer must have acted in good faith, in a
manner such person believed to be in the best interest of the corporation and
with such care, including reasonable inquiry, as an ordinarily prudent person in
a like position would have used under similar circumstances. No indemnification
shall be made under this section (i) of amounts paid in settling or otherwise
disposing of a threatened or pending action, with or without court approval,
(ii) of expenses incurred in defending a threatened or pending action which is
settled or otherwise disposed of without court approval unless it is settled
with the approval of the Attorney General, or (iii) with respect to any claim,
issue or matter was to which the director or officer shall have been adjudged
liable to the corporation in the performance of such person's duty to the
corporation, unless the court in which such proceeding was or is entitled to
indemnity for expenses specifies by the court in light of all the circumstances
of the case.
ARTICLE VIII - MISCELLANEOUS
The
President, or the Vice President, and the Chief Financial Officer or the
Secretary, or such other officers as the Board of Directors may select for that
purpose, are authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all voting securities of any other
corporation or corporations standing in the name of this corporation. The
authority granted in these bylaws to the officers to vote or represent this
corporation arising from any voting securities held by this corporation in any
other corporation or corporations may be exercised either by the officers in
person or by any person authorized so to do by proxy or power of attorney duly
executed by the officers.
The foregoing Amended and Restated Bylaws were adopted at a meeting
of the members of The Wharton Club of Northern California held on January 5,
2017.
DATE: January 5, 2017
Gerald V. Niesar , Secretary
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