ARTICLE III - MEMBERSHIP SECTION 1

MEMBERS There shall be only one voting class of member. Each member shall be entitled to one vote.

Eligibility for Membership in the organization requires the following two qualifications:

1. Relationship to the Wharton School (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; or (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; or (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 AND

1. Conduct Has not a. been convicted of a crime involving moral turpitude; or b. 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 c. engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests Anyone eligible for membership under the above qualifications may become a member of the organization upon payment and acceptance by the organization of dues and assessments. Membership is 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 Member and guest participants are expected to conduct themselves in a professional manner at events hosted by Wharton San Diego.

Any participant (1) engaging in unprofessional conduct or conduct materially and seriously prejudicial to the corporation’s purposes and interests, or (2) who has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests may be asked to leave the event and/or not permitted to attend future Wharton San Diego.

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;

(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 Registered E-mail proxy voted 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.