Chester County Chapter of the Penn State Alumni Association
Amended and Restated Constitution and Bylaws
Adopted: March 13, 2000
Effective: March 13, 2000
CHESTER COUNTY CHAPTER OF THE PENN STATE ALUMNI ASSOCIATION
(formerly PENN STATE CLUB OF CHESTER COUNTY, INC.)
AMENDED AND RESTATED CONSTITUTION AND BYLAWS
ARTICLE I -- NAME
The name of this organization shall be "Chester County Chapter of Penn State Alumni Association" (the "Chapter"). The Chapter is a Pennsylvania non-profit corporation which was incorporated on April 2, 1990, under the name "Penn State Club of Chester County, Inc."
ARTICLE II -- PURPOSE
The objective of the Chapter shall be to promote and enhance the stature of The Pennsylvania State University (the "University") and higher education by any means open to us. Meeting those objectives includes, but is not limited to, support of the alumni, students, applicants, faculty, and administration of the University.
This Chapter is organized exclusively for charitable and educational purposes, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law (the "Code").
No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make distributions in furtherance of its purpose.
No part of the activities of the Chapter shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Chapter shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any oiler provision of this Constitution, the Chapter shall not carry on any other activities not permitted to be carried on (a) by a corporation/organization exempt from federal income tax under Section 501(c)(3) of the Code or (b) by a corporation/organization, contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE III -- MEMBERSHIP YEAR
The Chapter's membership year shall be from June 1. to May 31.
ARTICLE IV -- MEMBERSHIP
Section 1 - Members
Alumni, faculty members, students, parents of students or of alumni, and other loyal friends of the University shall be eligible for membership in the Chapter, Annual dues shall be set by the Board of Directors. A person shall be a member in good standing if that person has paid the annual Chapter dues for the particular year.
Section 2 - Membership Meetings
The Chapter shall hold monthly meetings open to all members and prospective members at such times and locations as determined by the Board.
ARTICLE V -- BOARD OF DIRECTORS
Section 1 - Powers
The business and affairs of the Chapter, the direction of its work, and the control of its property shall be vested in its Board of Directors (the "Board").
Section 2 - Number
The Board shall consist of a minimum of five (5) directors elected as hereinafter provided, the current officers, and the immediate past president.
Section 3 - Nomination
A Nominating Committee composed of not less than three (3) members shall be appointed by the President no later than three (3) months prior to the end of the fiscal year for the purpose of nominating persons to serve on the Board. In its deliberations, the Nominating Committee shall consider whenever possible Board composition representative of different geographic areas of Chester County, graduating classes, sexes, and other factors as determined by the Board. The Nominating Committee shall submit a list of names of nominees to the Board for approval no later than two (2) months prior to the end of the fiscal year. Nominees may be added to or deleted from the list by a majority vote of a quorum of the Board. After approval by a majority vote of the Board, the President shall. by a method approved by the Board, notify all members of the names of the approved nominees. No person shall be nominated for election to the Board unless that person has agreed, orally or in writing, to serve if elected.
Section 4 - Election Procedures
The Chapter shall hold an election of Board Members annually, at a meeting selected by a majority vote of the Board. The election shall be conducted by an Election Chairman, who shall be a Board member selected by a majority vote of the Board.
Candidates shall be selected by the nominating committee. Board members shall be appointed by majority vote of the current Board and shall take office at the first meeting of the next fiscal year.
Section 5 - Meetings
The Board shall hold Regular Meetings at such times and after such notice as the Board shall deem appropriate. Special Meetings of the Board may be called at such other times as the Board or President may determine. Board members must be advised at least twenty four (24) hours in advance by either written or verbal communication of the time and place of any Special Meeting and the nature of the business to be considered at the Special Meeting.
Section 6 - Quorum
A majority of the Board shall constitute a quorum for the transaction of business.
ARTICLE VI -- OFFICERS
Section 1- Designation of Officers
Each year the Board shall elect a President, Vice President, Secretary, and Treasurer. Each officer shall be a member in good standing and shall be a current Board member of the Chapter.
Section 2 - Nomination
A Nominating Committee composed of not less than three (3) members shall be appointed by the President no later than three (3) months prior to the end of the fiscal year for the purpose of nominating persons to serve as an officer on the Board. In its deliberations, the Nominating Committee shall consider whenever possible Board composition representative of different geographic areas of Chester County, graduating classes, sexes, and other factors as determined by the Hoard.. The Nominating Committee shall submit a list of names of nominees to the Board for approval no later than two (2) months prior to the end of the fiscal year. Nominees may be added to or deleted from the list by a majority vote of a quorum of the Board. After approval by a majority vote of the Board, the President shall, by a method approved by the Board, notify all members of the names of the approved nominees. No person shall be nominated for election the Board unless that person has agreed, orally or in writing, to serve if elected.
Section 3 - Election of Officers
The Chapter shall hold an election of officers once annually, at a meeting selected by a majority vote of the Board. The election shall be conducted by an Election Chairperson, who shall be a Board member selected by a majority vote of the Board.
Candidates shall be selected by the Nominating Committee. Board members shall be appointed by majority vote of the current Board and shall take office at the first meeting of the next fiscal year.
Officers shall be eligible for re-election except that no officer shall be eligible to serve more than four (4) consecutive years in the same elected office. This provision may be waived by a majority vote of the Board in attendance.
Section 4 - Duties of Officers
The duties of the officers shall be the generally accepted duties assigned to them and such additional duties as may be assigned to them by the president with Board approval.
The following shall he considered members of the Executive Committee:
(a) PRESIDENT - The President shall preside at all meetings of the Chapter, shall be chairman of the Executive Committee. and an ex officio member of all committees. The President shall serve as liaison between the Chapter and the Penn State Alumni Association in University Park. The President shall be responsible for the appointment of all committee chairpeople with Board approval.
(b) VICE PRESIDENT - The Vice President shall serve as liaison with each of the Penn State chapters in the greater Delaware Valley area. In the absence or disability of the President, or at request, the Vice President shall perform the duties of the President.
(c) SECRETARY - The Secretary shall keep all official minutes of the business meetings of the Chapter. The Secretary shall maintain an attendance record for the purposes of determining voting privileges of Board members. The Secretary shall send out all notices anal other general mailings to members of the Chapter. The Secretary shall be responsible for reports on the activities to the field director of the University's Alumni Association.
(d) TREASURER - The Treasurer shall be responsible for all receipts and expenditures of the Chapter. The Treasurer shall be guided by provisions set forth in Article IX of these bylaws.
Section 5 - Vacancies
In the event of a vacancy among the officer positions, the Board shall fill the vacant officer position by a majority vote of the members in attendance.
ARTICLE VII -- COMMITTEES
Section 1 - Appointment and Authority
The President, with the approval of the Board, shall appoint all committees and chairpeople. No action by any committee other than the Executive Committee shall be binding upon or constitute an expression of the policy of the Chapter until it shall have been approved by the Board.
Section 2 - Executive Committee
The Executive Committee may act for and on behalf of the Chapter when the Board is not in
session, but shall report to the Board all action which it takes and such action stall be ratified by
the Board at its next regular meeting. It shall meet at such times as the committee or the
chairperson of the committee may determine. It shall be composed of the President, who will
serve as the chairperson of the committee, the other Chapter officers, and such other members as
may be designated by the President.
Section 3 - Additional Committees
The President shall be empowered to appoint such standing committees and special committees as may be deemed necessary for the conduct of the affairs of the Chapter, subject to the approval of the Board.
It shall be the function of committees to investigate and make recommendations. No committees,
standing or special, shall have power to commit the Chapter an any matter of general policy.
No committee of the Chapter nor any member thereof shall contract any debt in behalf of the Chapter, which shall in any manner render the Chapter liable for payment of any sum unless the same shall have been approved by the Board of the Chapter or shall have been provided within the limitations of the approved budget.
ARTICLE VIII - MEETING PROCEDURES
All meetings of the Chapter shall be governed and conducted in conformity with the latest edition of Robert's Rules of Order.
ARTICLE IX - FINANCES
Section 1 - Fiscal Year
The fiscal year shall be June 1 through May 31.
Section 2 - Funds
All monies received by the Chapter shall be deposited in financial institutions approved by the Board. All disbursements shall be made by checks signed by either the Treasurer or the President except disbursements over Five Hundred Dollars ($500.00) shall be signed by either the Treasurer or the President and one other Chapter officer.
Section 3 - Budget
As soon as practicable after the new Board is organized each year, the President shall appoint a Budget Committee to compile a budget of estimated receipts and expenditures of the coming year and submit it to the Board for approval. The Treasurer shall be the chairperson of the Budget Committee.
ARTICLE X - AMENDMENTS
These bylaws may be amended or repealed by at least two thirds of the Board at any Regular or Special Meeting of the Board. An explanation or summary of any proposed action to amend or repeal bylaws shall be submitted to the Board or the members, as may be applicable, in writing at least ten (10) days before the meeting at which it is to be acted upon.
ARTICLE XI - DISSOLUTION
Upon dissolution of the Chapter, the Board shall, after paying or making provision for the payment of all of the liabilities of the Chapter, dispose of all of the assets exclusively for the purposes of the Chapter, or to such organizations organized and operated exclusively for charitable or educational purposes as at the time qualify as an exempt organization under Section 501(c)(3) of the Code, as the Board shall determine.
Specifically, all non cash assets of the Chapter shall be converted to cash, at fair market value if possible, at the best public auction price if not. Chapter accounts payable shall have first priority for disbursements of those funds. Any remaining funds shall be assigned to the Penn State Alumni Association as an unrestricted grant.
Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Chapter is then located, exclusively for such purposes or to such organizations) as said Court shall determine, which are organized and operated exclusively for such purposes.