Wharton San Diego Bylaws

The Wharton Club of San Diego (“Wharton San Diego”) is a 501(c)6 non-profit organization whose mission is to promote business networking and educational opportunities for its members.

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 Southern California.

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.

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.

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.

Committees shall be authorized by vote of the Board of Directors and the President 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.

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.

Personally identifiable information of Club Members, including member email, address phone numbers, and job information, is confidential and privileged. Misuse of such confidential information is a violation of policy and of these bylaws. Any use, transcription, or copy of such confidential information to promote or solicit Club Members is strictly prohibited and could result in expulsion from the Club, at the discretion of the Board of Directors. Members will be given the option to share or not share their contact information with other members of the Club, the University of Pennsylvania, and/or the Wharton School. At no time shall the Club store credit card information, digitally or otherwise, of any person making purchases via the Club’s website. Member information will only be available to paid members of the Club via the Club’s website. This confidentiality policy shall be communicated to new Members and readily available for Members to review. An essential part of the Club’s mission is to provide a forum for establishing relationships and networking among Members. Members must feel their interactions with other Members are driven by the common goals of education, growth and trust. The Club shall maintain a policy against solicitation of other Members to enhance trust between and amongst Members. Solicitation of other Members to buy products, services, ideas or causes, however worthy or potentially of value to the solicited member, disrupts the atmosphere of trust. For that reason, solicitation of Members is prohibited. Violation of the policy can result in expulsion from the Club, at the discretion of the Board of Directors. The Club shall maintain a non-solicitation policy that prohibits solicitation while encouraging appropriate behavior for establishing relationships and networking among Members. This non-solicitation policy shall give examples of both acceptable and non-acceptable behavior with respect to communication amongst Members, and shall be communicated to new Members and readily available for Members to review.

The Club year shall be the same as the fiscal year of the Club and shall run from January 1 to December 31. 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 Restated Bylaws were adopted at a meeting of the members of Wharton San Diego August 21, 2006.