Article I
Statement of Purpose

1.1. The purpose of the Wharton Business School Club of New York, Inc. (“WCNY” or “Club” or “corporation” ) is to foster career, business, social and intellectual growth of its membership; to represent the views and interests of its members, to serve as the conduit of information between and among Wharton, The University of Pennsylvania, and WCNY members; and to promote the interest and welfare of the membership.

1.2. The corporation is organized and shall be operated exclusively for charitable, educational and scientific purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”) or the corresponding provision of any future United States Internal Revenue Law. The corporation shall be operated exclusively for such purposes, and no part of its net earnings shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered by employees of the corporation, and to make payments and distributions in the furtherance of the purposes set forth in this Article I.

1.3. Notwithstanding any other provision of these articles, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.

Article II
Offices and Records

2.1 The Wharton Business School Club of New York, Inc. shall maintain its office and keep its books, documents, and records at such places within or without New York, as may from time to time be designated by the Board of Directors.

Article III
Qualification for Membership

3.1. Full Membership. Members of WCNY shall be all Alumni of Wharton as defined by Wharton, who live in the geographic area defined by the school as the WCNY Territory.

3.2. Associate Membership shall be available to (1) any Wharton Alumnus who does not live in the WCNY Geographic territory; (2) any Wharton Student (3) Any Parent of a Wharton Alumnus or Wharton Student; (4) Past or present members of the University of Pennsylvania administrative and teaching staffs; (5) Any Alumnus of schools or programs of the University of Pennsylvania; (6) Recipients of an honorary degree from the University of Pennsylvania; and (7) Past or present Trustees of the University of Pennsylvania;

3.3. Corporate Membership may be granted to any not for profit, government agency, corporation, etc. that supports the efforts of the WCNY.

3.4. Rights and benefits: The rights and benefits associated with any of these level of memberships shall be determined by a majority vote of the board, however, only full members shall be allowed to vote and the right to vote shall in no way be abridged, curtailed or modified.

The access to benefits granted to any member level other than full members must be significantly inferior to those granted to full members.

3.5. Voting: Any full member of WCNY, as defined in Section 3.1, may participate in the governance of WCNY without regard to payment of dues. Notices of all actions to be voted upon shall be given in a publication of WCNY.

3.6. Termination of Membership: Membership in the Club shall terminate upon death or as otherwise provided by laws or by these By-Laws and shall not be transferable.

Any member may voluntarily withdraw from membership in the Club.

If any member fails to pay dues or other assessments levied by the Board of Directors, his/her membership may be terminated.

Membership in the Club may also be terminated by 2/3 vote of the board if a member is convicted in a court of law of committing a crime or breeches a fiduciary responsibility to the Club.

Article IV
Board of Directors.

4.1. The property and affairs of the Club shall be managed by its Board of Directors which shall consist of not more than 15 nor fewer than seven Members of the Club. Immediately upon the approval of these by laws the number of Directors shall be set at eight plus the President.

4.2. Powers. The Board shall manage, control and be responsible for proper action on all matters in which membership may be interested and shall represent and have power to act for the membership.

4.3. In addition to other responsibilities set forth in these Bylaws, the Board, as a corporate body and not individually, shall: (a) Establish policies and goals to accomplish the mission and purpose of WCNY (b) Monitor the strategic planning process; (c) Monitor the financial affairs of WCNY; (d) Monitor the programs and services of WCNY; (e) Enhance WCNY’s public standing; (f ) Ensure legal and ethical integrity and maintain accountability; (g) Ensure an external financial audit of WCNY is performed annually; (h) Provide advice and counsel to the officers and any Committee Chairperson of the corporation; (i) maintain an interest in and awareness of the educational programs an plans of the Wharton School of the University of Pennsylvania; and (j) establish annual dues and special assessments.

4.4. 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.

4.5. Officers: The Board shall select a Chairman, Treasurer, and Secretary from among the Directors.

The President of the Corporation will be elected by the membership and will also serve as Vice Chairman of the Board.

4.6 Board Eligibility: No person may serve on the board who is not a full member of WCNY; and who has not served at least three years as a committee chairperson or higher volunteer position of WCNY or five years as a volunteer in any capacity, or has, in the opinion of 2/3 vote of the board, has provided outstanding value to the WCNY and/or Wharton School in some other capacity.

4.7. Except as otherwise provided in Article XI, each director shall be elected at the annual meeting of the Club. The term of office of each director of this corporation shall be three years. Unless s/he dies, resigns or is removed prior thereto, each director shall continue to hold office until his/her term expires or until his/her successor has been elected and has qualified. A Director shall not serve for more than two consecutive terms unless the nomination is approved by a two thirds majority of the Board under a secret ballot. The period served as a Board Officer as defined in section 4.12 or Chief Executive as defined in Article V shall not count in the determination of term limitations for non-officers.

4.7(a) Director terms shall be staggered so that 33% of the Board shall be elected each year. In the event that a director does not complete his or her term, the successor appointed under section 4.10 shall only have the remaining term so that the section 4.7a staggering of terms shall remain in effect.

4.8. Directors may be removed at any time, for cause, by the affirmative vote of two-thirds of the directors, or at any time, with or without cause by a majority vote of the Members in a special recall vote.

4.9. A quorum for the transaction of business at meetings of the Board shall consist of not fewer than a simple majority of directors.

4.10. Vacancies may be filled at any time by a majority vote of the directors then in office. If there be no member qualified to serve on the board, a temporary director may be appointed by a 2/3 vote of the board until such time as a qualified candidate becomes available.

4.11. The Board shall meet at least four (4) times each year: one meeting per calendar year quarter if possible at times and places as agreed by the Board.

Special meetings may be called by (i) action of the Board; (ii) action of the Chairman; (iii) the delivery of a written request of at least three Board members to the Chairman or (iv) action of the President.

4.12. The first meeting of the Board of Directors after the annual meeting of the Club may be held without notice, either immediately after such meeting of Members and at the place where it was held, or at such other time and place as may be determined by the Board of Directors. At such first meeting the Board of Directors shall elect, from its members, by majority vote, a Chairman, Secretary, and Treasurer. Each officer so elected shall hold office for four years or until his/her successor shall have been duly elected. The Board Officers shall not serve for more than two consecutive terms unless the nomination is approved by a two thirds majority of the Board under a secret ballot.

4.13. The Chairman shall preside at all meetings of the Board of Directors and, in addition, may call additional meetings of the Board on at least ten days notice to each member of the Board.

4.14. The Secretary is responsible for the administration activities of the Club. S/He shall keep minutes of the Board of Directors and Executive Committee meetings and be the custodian of all official records of the Club. S/He shall cause notices of meetings to the Directors and Executives Committee members to be sent. S/He shall be responsible for coordinating the election of officers and directors at the annual meeting of the club. S/He shall keep copies of the Certificate of Incorporation and By-Laws of the Club available for inspection.

4.15. The Treasurer shall have custody of Club funds and securities, and s/he shall ensure that full and accurate records of receipts and disbursements are kept in books belonging to the Club. S/He shall ensure that an account of the Financial conditions of the Club be render to the Board, at the regular meetings of the Board, and whenever the Board may require it.

4.16. An Audit Committee of three or more directors may be designated by resolutions passed by a majority of the whole Board. The Chairman of the committee shall be appointed by the Chairman of the board.

The Audit Committee shall periodically review the financial policies of the Club, supervise the investment of funds not required during current operations of the Club, review the Club’s annual budget, submit investment plans to the Board for approval, and provide general guidance in financial matters to the Club. The Committee shall keep regular minutes of its proceedings and shall report the same to the Board.

4.17. Other Board Committees may be established, as necessary, by resolution passed by a majority of the whole Board.

4.18. Any action required or permitted to be taken by the Board or any committee thereof pursuant to the Certificate of Incorporation, these By-Laws, or any provision of the law, may be taken without a meeting if a majority of the members of the Board or the Committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or Committee shall be filed with the minutes of the proceedings of the Board or Committee.

Article V
Chief Executive

5.1. The executive Power shall be vested in a President of the WCNY. He shall hold his Office during the Term of four Years and be elected by the membership as described in Article VII. The President shall not serve for more than two consecutive terms unless the nomination is approved by a two thirds majority of the Board under a secret ballot.

5.2. Eligibility: No person shall be eligible to be president who is not a full member of WCNY and has not served at least two years as a Vice President or three years as a Committee chairperson or five years in any other WCNY volunteer capacity or is nominated by a petition of 300 full members.

5.3. The President shall be a Member of the Board of Directors, the chief executive officer and Vice Chairman of the Club and shall have general supervision and direction over the affairs of the Club, and shall see that all orders and resolutions of the Board are carried into effect, and shall all the general powers and duties usually vested in a chief executive officer, and in addition shall have such other powers and duties as may be prescribed by the Board. S/He shall be vested with all the powers and perform all the duties of the Chairman of the Board in the absence or disability of the Chairman of the Board.

5.4. The president shall appoint with the advice and consent of the board the Executive Vice President, Vice President of Finance, Vice President of Marketing and Communications, Vice President of Business Development, Vice President of Programming, and Vice President of Career Development. Each Vice President shall serve at the pleasure of the President and have such powers and perform such duties as may be prescribed from time to time by the President.

The eligibility to serve as a Vice President shall be based on the criteria as defined by the President including but not limited to time served as a volunteer in the club, however one person may not serve as the Vice President of Finance, Treasurer and Chairman of the Audit Committee of the Board of Directors at the same time.

Each Vice President shall submit to the President, a report of his or her Division’s activities and procedures at the conclusion of each Club year.

At the conclusion of each Club year, each Vice President shall submit to the President a plan and budget of his or her Division for the following year.

5.5. The President shall from time to time but no less than once each year give to the membership information of the State of the Club, and recommend to their Consideration such Measures as he shall judge necessary and expedient.

The President shall present at the annual meeting of the Club a report, verified by the Treasurer or certified by an independent public or certified public accountant selected by the Board, showing in appropriate detail the following: (a) The assets and liabilities of the Club as of the end of a twelve-month fiscal period terminating not more than six months prior to said meeting; (b) the principal changes in assets and liabilities during the year immediately preceding the date of the report; (c) the revenue or receipts of the Club for the year immediately preceding the date of the report; (d) the number of Members of the Club as of the date of the report together with a statement of the increase or decrease in such numbers during the year immediately preceding the date of the report and a statement of the place where the names and places of the residence of the current Members of the Club may be found.

5.6. The President shall authorize Club committees as necessary. The President shall appoint members of such committees and designate the chairman of each of them.

No committee shall take any action contractually committing the Club without the express authorization of the President.

The chairman of each committee shall prepare and file with the appropriate Vice President, a report of his committee’s activities and procedures for guidance of any succeeding committee at the conclusion of each Club year.

5.7. The President may be removed from office for just cause by both a 3/4 vote of the directors at a meeting of the Board of Directors specifically called for that purpose and then by a majority vote of the Members in a special recall vote.

Just cause is defined as breech of fiduciary responsibilities to the Club, conviction of a crime, or the failure or inability of the President to perform his or her duties to the level of performance deemed appropriate by the Board of Directors.

5.8. If, by reason of death, resignation, removal from office, inability, or failure to serve, there is no President then the officer of the WCNY who is highest on the following list, and who is not under disability to discharge the powers and duties of the office of President shall act as President until a new President can be duly elected: Executive Vice President, Vice President of Finance, VP of Marketing and Communications, VP of Business Development, VP of Programming, and VP of Career Development.

Article VI
Honorary Board of Governors

6.1. There shall be an Honorary Board of Governors that shall provide advise and council to WCNY and its board of Directors.

6.2. Membership of the Honorary board shall be for life and shall be granted to anyone who has served as an officer of the Corporation, or as a member of the board of directors. The board of directors may, at its discretion but by unanimous consent, appoint any other alumnus to the honorary board who has provided outstanding value to the WCNY and/or Wharton School in some other capacity.

6.3. The Honorary Board shall meet at least once each year at the Honorary board member Volunteer Reception.

6.4. All Honorary board members shall be invited to WCNY board meetings

Article VII
Elections

7.1. There shall be a Nominating Committee which shall consist of five members of the Club. The Chairman of the Board and the President of the Club shall server as ex officio members of the Nominating Committee. The Chairman and members of the Nominating Committee shall be appointed by the Club President with the consent of a majority of the board at any regular meeting of the Board.

7.2. The Nominating Committee by majority vote shall choose at least one nominee for President, Chairman, Secretary, and Treasurer of the Club and for each vacancy on the Board of Directors.

7.3. Nominations may also be made by a petition signed by at least twenty five Members of the Club, provided that such petition is deposited with the Secretary no later than May 1 of each year.

7.4. The Nominating Committee shall announce its nominations to Members of the Club at least twenty-one days before the Club’s annual meeting date.

7.5. Elections shall be held in connection with the annual meeting which will be held not more than 60 days after the start of the Club’s fiscal year. Elections may be through electronic or other means as specified by the Board. Positions shall be filled by the individual(s) receiving the most votes in the election.

Article VIII
Conflicts of interest

8.1. No director or other officer of the Club shall receive directly or indirectly, any salary, or compensation from WCNY unless authorized by the By-Laws or by the affirmative vote of two-thirds of all directors. Directors, officers, and staff members shall be compensated for their reasonable expenses incurred while on Club business.

8.2. The Club shall have a conflict of interest policy covering Directors, Officers, Committee Chairs and Employees which will require a Committee appointed by the Board to obtain conflict of interest disclosures. Following procedures in the policy, disclosures will be reviewed and transactions with conflicts will be voted upon by the Committee. These will then be disclosed to and affirmed by the Board.

Article IX
Miscellaneous Provisions

9.1. The Club year shall be the same as the fiscal year of the Club and shall run from July 1 to June 30.

9.2. The President and Treasurer (or their designees when they are not available), are authorized to co-sign checks, drafts or orders for the payment of money on behalf of the Club. In the case of amounts of two hundred dollars ($200.00) or less, however, any one of the above officers is authorized to sign individually.

9.3. These By-Laws shall govern the Organization of the Club. Robert’s Rules of Order, Revised, shall be the parliamentary authority of the Club.

9.4. Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by the reason of the fact that such person, or person’s testator or interstate, is or was a director or officer of the Club or served any other corporation, or any partnership, joint venture, trust, or other enterprise, in any capacity at the request of the Club shall be indemnified by the Club and the Club may advance his/her related expenses, to the full extent permitted by law. Such right of indemnification shall not be deemed exclusive of any other rights to which s/he may be entitled.

9.5. The Club shall have the power to purchase and maintain insurance to indemnify the Club and its directors and officers to the full extent such indemnification is permitted by law.

9.6. The President, and VP Finance are empowered to sell, assign, transfer and/or deliver any and all stocks, bonds, evidences of interest and/or indebtedness, rights and options to acquire the same, and all other securities, corporate or otherwise, now or hereafter standing in the name of, or belonging to, this Corporation in any capacity.

9.7. These Bylaws may be suspended by a four-fifths (4/5) vote of the Board at a regular stated meeting, however a simple majority shall be allowed to add to and/or modify these by laws for a period of one year after the adoption thereof.

9.8. Special meetings of the membership may be called at any time by the Chairman, President, Board of Directors, or a petition of 50 full members.

No business may be transacted at meetings other than the business for which the meeting was specifically called. No matter pertaining to Club policy brought before a business meeting shall be voted on unless such matter was outlined in the notice of such meeting.

New proposals, motions or resolutions not of a routine nature, and which have not been previously stated in the notice of such meeting, must be referred to the appropriate committee or to the Board of Directors and in such case must be reported at the next business meeting for action.

Article X
Amendments

10.1. Amendments to these By-Laws may be proposed in writing by the Board of Directors, or any three hundred Full Members, and shall be submitted to a vote of either the Board of Directors or of the Members.

10.2. These By-Laws may be amended by the affirmative vote of two thirds of the Board of Directors provided notice of such proposed changes or amendments has been communicated in writing to each member of the board at least thirty (30) days prior to the meeting, or by a majority vote of at least 300 full members voting in a special referendum specifically called to amend the by laws.

Article XI
Transition

11.1 At the 2005 Annual meeting, immediately after these bylaws are adopted, the President and Chairman under the old by laws shall nominate nine members to serve on the Board of Directors, one of whom shall be nominated to be President. Those members shall be approved for a one year term by a vote of the members present.
The President shall then nominate from among the Board of Directors a Chairman, Secretary and Treasurer who shall be approved by a majority vote of the board.

Any member of the old board of directors who is not elected to the new board shall be appointed to the Board of Governors.

11.2 At the 2005 Annual meeting, immediately after the elections are completed, the President shall nominate the Vice Presidents and create the following committees:

An Ad Hoc By Laws Committee, to be chaired by the President, that will address election procedures, term limits, and conflicts of interests; and

An Ad Hoc Committee on Electronic Voting, to be chaired by the Chairman of the Board, that will investigate and recommend the technology necessary to implement electronic voting.

These committees are to report their findings back to the Board on or around March 1, 2006.

11.3 At the 2006 annual meeting, new elections shall be held in accordance with Article VII. At that time, the newly elected Board of Directors shall be divided equally into three classes. The term of the first class shall 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. This shall be done by a majority vote of the board.

AMENDMENTS
Board Meeting: Thursday, November 2, 2006
- Motion to suspend the "amendment by law" to allow modifications to the transition bylaw. (Unanimously Accepted).
- Motion to amend article XI (transition) of the by laws to an additional one year. (Unanimously Accepted).

Board Meeting: Thursday, June 7, 2007
- The Chairman, Secretary and Treasurer are appointed to serve for 3 years terms. (Unanimously Passed).

Board Meeting: Monday, March 10, 2008
- Amendments to bylaws 3.2 to amend Associate Membership to read: Associate Membership is also available to widows and widowers of Wharton Alumni and the spouses of any member. (Unanimously Accepted).
- Amendments to by laws 5.2 to add a Vice President of Volunteers Services. (Unanimously Accepted).