ARTICLE III - BOARD OF DIRECTORS
SECTION 1: MEMBERS The corporation shall have between three (3) and nine (9) 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 members of the Board of Directors with full privileges. Upon the adoption of these bylaws, the initial Board of Directors shall consist of three Directors plus the ex-officio members until changed by the Board of Directors to a different number within the range specified above.
SECTION 2: QUORUM Two (2) members of the Board of Directors, or 2/3 of the board, 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 otherwise provided in this section, each Board Director shall be elected at an annual Election meeting of the Board of Directors or appointed as needed to fill any vacancies. All Voting Board Directors shall enjoy full privileges and be permitted to vote. All Voting Board Directors shall be elected to Three-Year terms, each of which begins at the start of the Club year. Each director shall belong to one of three designated Term Groups, which shall be staggered such that at each annual Election meeting one of the three Term Groups, constituting approximately one third of the Board positions, are up for election. Board vacancies are filled into a specific Term Group, replacing a specific vacated director. 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. The current President and the immediate past President shall be ex officio members of the Board of Directors with full privileges. At each annual Election meeting of the Board of Directors, sufficient directors and officers shall be elected via secret ballot by a majority vote of the then current Board of Directors to fill vacancies created by expiring terms, or any other reason. Each director shall serve until his/her successor shall have been elected and shall qualify or until his/her death, or until s/he shall resign, or discontinue membership as a result of non-payment of dues for more than 60 days, or as may otherwise be provided in these By-Laws. Newly created directorships and the remaining term of all other vacancies may be filled at any time by a majority vote of the directors in attendance at a Valid Business Meeting as defined in these bylaws. Resignations of directors must be in writing. Directors may be removed at any time, for cause, by the affirmative vote of two-thirds of the voting directors in attendance at a Valid Business Meeting as defined in these bylaws. Such vote will be held via a secret ballot. Reasons for removal for cause may include, but are not limited to, non-attendance at three or more consecutive Board Meetings or lack of active involvement in Club activities and committees. Consideration for Board of Directors positions shall be given to those Members who participate actively in Club activities, typically by serving on a Club committee, for a period of at least six months, and who make their interests in becoming Board Directors known to the current Board. 3.2. The annual Election meeting of the Board of Directors shall be held on or about 90 days in advance of the start of the Club year as defined in section 6.1 of the bylaws. Notice of such meeting must be given at least 30 days in advance of the meeting. 3.3. A quorum for the transaction of business at meetings of the Board shall consist of four voting Directors in attendance either in person, telephone or electronic means. Any meeting where reasonable notice has been given and a quorum present shall be deemed a “Valid Business Meeting.” All Board resolutions at Valid Business Meetings shall be approved by an affirmative vote of a majority of voting directors in attendance, unless stated otherwise in these bylaws. Abstentions are considered non-votes and reduce the number of votes cast. Abstentions do not impact the quorum.
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, which 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. Virtual meetings are also permitted.
SECTION 8: SEMI-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 and shall be called within ninety days after the President shall receive a written petition signed by at least twenty-five percent (25%) of the Members of the Club as of the date the petition is presented to the Board of 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 ten (10) 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 at a meeting held after regular call and notice, if a quorum is present and if either before or after the meeting a majority 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.
Jade Parker published this page in Wharton San Diego Bylaws 2018-09-24 08:09:14 -0700