1. Wharton San Diego Bylaws
  2. ARTICLE I – PURPOSE AND MISSION
  3. ARTICLE II - PRINCIPAL OFFICE
  4. ARTICLE III - MEMBERSHIP SECTION 1
  5. ARTICLE III - BOARD OF DIRECTORS
  6. ARTICLE IV - OFFICERS
  7. ARTICLE VI - COMMITTEES
  8. ARTICLE VII - INDEMNIFICATION
  9. ARTICLE VIII – PRIVACY AND CONFIDENTIALITY POLICIES
  10. ARTICLE IX - MISCELLANEOUS

ARTICLE IV - OFFICERS

Answer

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. Each officer so elected shall hold office until his/her successor shall have been duly elected and shall qualify, or until his/her death or resignation, or until his/her removal in the manner hereafter provided. In order to promote rotation amongst officer positions, no Officer may serve in the same position for more than two consecutive two year terms, unless there are no other candidates for the position. Vacancies in any one or more of such officers may be filled by the Board at any time. The Board may also appoint such other officers or agents as it may determine necessary. 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. Such vote will be held via a secret ballot. 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. The immediate past president shall automatically become President Emeritus when his/her term as President expires. The term of the President Emeritus shall be at his/her discretion, until such time as the current President’s term expires. The President Emeritus may hold another officer position at the same time, but is entitled to only one vote in all voting held by the Club. He/she shall act as advisor to the President and the Board of Directors.

 

SECTION 4: EXECUTIVE VICE PRESIDENT In the absence or disability of the President, the Executive Vice President shall perform all the duties of the President and in so acting shall have all the powers of the President. S/he shall share in certain responsibilities of the President as determined by the President and the Executive Vice President, and shall take responsibility for various special projects as determined from time to time by the Officers and/or the Board of Directors. S/he shall preside over all business meetings of the Club in the absence of the President. S/He shall also have such other powers and perform such other duties as may be prescribed by the Board or the President.

 

SECTION 5: MEMBERSHIP VICE PRESIDENT The Membership Vice President is responsible for maintaining and growing the membership of the Club. S/he shall preside over the Membership Committee and shall be the official record keeper of the membership and be responsible for all activities related to member acquisition and retention. In particular, s/he shall engage in regular activities to promote Club membership to the Club’s target audience and encourage active participation in Club events and activities. S/he shall present an update of member statistics and Membership Committee activities to the Board of Directors at a predefined Board meeting each year. S/He shall also have such other powers and perform such other duties as may be prescribed by the Board or the President.

 

SECTION 6: PROGRAMMING VICE PRESIDENT The Programming Vice President is responsible for developing and executing a calendar of programs and events that meet the goals and quality standards of the Club as determined by the Board of Directors. S/he shall preside over the Events Committee and shall maintain a framework and set of guidelines to assist event chairs in executing Club events that meet such goals and standards. S/he shall report on the status of recent Club events and present the slate of upcoming events to the Board of Directors at a predefined Board meeting each year. S/He shall also have such other powers and perform such other duties as may be prescribed by the Board or the President.

 

SECTION 7: VICE PRESIDENT SPONSORSHIP The Vice President Sponsorship is responsible for securing sponsors for the club and events as determined by the Board of Directors. S/he shall preside over the Sponsorship Committee and shall maintain a framework and set of guidelines to assist event chairs in supporting fundraising efforts. S/he shall report on the status of sponsorships and present the sponsorship targets and opportunities to the Board of Directors at a predefined Board meeting each quarter. S/he shall also have such other powers and perform such other duties as may be prescribed by the Board or the President.

 

SECTION 8: 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 9: 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. S/he shall be responsible for maintaining and enforcing a set of financial and operational internal control guidelines. 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.

 

SECTION 10: PRESIDENT-ELECT One of the Club Officers shall also serve as President-Elect and shall be elected one year in advance of serving as President. 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.