PENN CLUB OF NORTHERN CALIFORNIA
Nonprofit Mutual Benefit Corporation
PRINCIPAL OFFICE. The principal office for the transaction of the business of
the corporation shall be at a location in Northern California
as designated by the Board of Directors (the “Board”) from time to time.
MEMBERS. The corporation shall have nonvoting members. Members shall be graduates
of the University of Pennsylvania
(the “University”) and meet other criteria as set forth by the Board from time
to time. Additionally, the Board may elect, at its discretion, to admit individuals
who share the corporation’s commitment to the University and its alumni
community in Northern California, including (a)
recipients of an honorary degree from the University, (b) past or present
members of the University’s administrative and teaching staffs, (c) past or
present Trustees of the University, (d) matriculants who are in good standing
with the University, (e) family members of such matriculants, and (f)
matriculants who completed at least one year in good standing and whose class
has subsequently graduated from the University.
BOARD OF DIRECTORS.
NUMBER OF DIRECTORS. The corporation shall have between five (5) and nine
(9) directors (each a “Director”) on the Board until the number of Directors is
changed by amendment to these Bylaws. Upon the adoption of these Bylaws, the
initial Board shall consist of five (5) Directors until changed by the Board to
a different number within the range specified above.
POWERS OF DIRECTORS. Subject to limitations of the corporation’s Articles
of Incorporation (“Articles”), other sections of these 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. Without limiting its general powers, the Board shall
have the following powers:
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, or these Bylaws, fix their compensation,
and require from them security for faithful service;
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 or these Bylaws; and
To appoint committees as they deem advisable and proper from time to time
and to define their powers and duties.
DUTIES OF DIRECTORS. The Board shall:
Maintain an interest in and an awareness of the educational programs and
plans of the University;
Develop an understanding of alumni, business and community needs in the Northern
Appoint the corporation’s officers;
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;
Periodically review the progress of the officers and any Chairperson of a
Committee of the corporation in accomplishing their programs and objectives;
Provide advice and counsel to the officers and any Committee Chairperson of
the corporation; and
Establish the policies, practices, structure, position and titles of the corporation
and approve the programs of the corporation to ensure that all programs and activities
developed by the corporation are of the best possible standards.
ELECTION AND TERM OF OFFICE.
Except as provided in Section 3.4.2 below for the initial terms of the
first directors appointed to various terms, the term of office of each Director
of this corporation shall be two (2) years or until his or her successor is
elected, provided that the term of the initial Directors shall be in accordance
with below. Successors for Directors whose terms of office are then expiring
shall be approved by a majority of the Board in the year such terms expire. A
Director may succeed himself in office.
Immediately after these Bylaws are adopted, the initial slate of the elected
Directors shall be divided equally into two classes. The term of the first
class shall end at the expiration of the second year and the second class at
the expiration of the first year. Each expiring class term shall expire on July
1 of the respective year, or when the Board meets each year and elects a new
slate of directors for the expiring class.
An individual may serve as both an elected officer of the corporation and
an elected member of the Board.
Any vacancy in the Board, 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
A successor Director elected at a special meeting shall serve for the
unexpired term of his predecessor.
MEETINGS OF THE DIRECTORS.
QUORUM. One third (1/3) of the Directors then in office shall constitute a
quorum for the transaction of business.
ANNUAL MEETING. An annual meeting of the Board for the election of
Directors and officers and the transaction of any business within the powers of
the Board shall be held during the month of July in a location within Northern
California annually on a date and at a time and place specified by
resolution of the Board, or on such other date or at such other time and place
as shall be specified by resolution of the Board. No notice for such annual
meeting shall be required other than the notice contained in the resolution.
The Board may provide by resolution, the time and place, within Northern
California, for the holding of regular meetings of the Board
without other notice than such resolution.
CALL. Special meetings of the Board for any purposes may be called at any
time by the President or by any of the Directors.
NOTICE. 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. Notices delivered by hand
delivery, private carrier delivery, electronic mail, telegram or facsimile transmission
shall be given at least two (2) days prior to the meeting. Notice by U.S.
mail shall be given at least five (5) days prior to the meeting. If mailed,
such notice shall be deemed to be given when deposited in the United
States mail properly addressed, with postage
hereon prepaid. If given by facsimile or by electronic mail such notice is
deemed given upon successful transmission by facsimile or electronic mail, as
applicable. Neither the business to be transacted at, nor the purpose, of any
special meeting (or any annual or regular meeting if a separate notice is
given) of the Board, needs to be stated in the notice, unless, specifically
required by statute or these Bylaws.
WAIVER OF NOTICE. The transactions of any meeting of the Board, however
called and noticed and wherever held, shall be as valid as though had at a meeting
held after regular call and notice, if a quorum is present and if either before
or after the meeting each 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.
TELEPHONIC PARTICIPATION. Directors may participate in a meeting of the
Board by means of a conference telephone or similar communications equipment if
all persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means shall constitute presence in person
at the meeting.
ACTION WITHOUT A MEETING. Any action by the Board may be taken without a
meeting if all members of the Board 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.
RESIGNATION; REMOVAL. Any Director may resign at any time by giving written
notice of such resignation to the Chairperson or the Secretary of the
Corporation. Unless otherwise specified herein, such resignation shall take
effect upon receipt thereof. The Board may remove any Director, with or without
cause, by a majority vote of Directors at a duly called meeting of the entire
COMPENSATION. The Directors shall receive no compensation for their
services as Directors.
LIABILITIES OF DIRECTORS. No individual serving on the Board, now or
hereafter, shall be personally liable to the corporation’s creditors for any
indebtedness or liability of the corporation, and any and all creditors shall
look only to the assets of the corporation for payment.
OFFICERS. The elected officers of the corporation shall include a President,
Vice President or Vice Presidents as deemed necessary by vote of the Board, a Secretary,
and a Treasurer, each to have such duties as are provided for in these Bylaws
or as the Board may from time to time determine.
ELECTION. The officers of the corporation shall be elected annually by the
Board at the annual meeting of Directors. If the election of officers shall not
be held at such a meeting, such election shall be held as soon thereafter as
may be convenient. Each officer shall hold office until his or her successor is
elected and qualifies or until his or her death, resignation or removal in the
manner hereinafter provided. Election or appointment of an officer shall not of
itself create contract rights between the Corporation and such officer.
REMOVAL AND RESIGNATIONS. Any officer may at any time resign by giving
written notice to the President or the Secretary. Any such resignation shall
take effect at the date of the receipt of such notice or at any time specified
therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any officer may be
removed, with or without cause, by a majority of the entire Board at any
regular or special meeting of the Board.
CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an
officer, shall, if present, preside at all meetings of the Board, and exercise
and perform such other powers and duties as may be from time to time assigned
to him or her by the Board or prescribed by the Bylaws.
PRESIDENT. Subject to the control of the Board, the President shall have
general supervision, direction and control of the business and affairs of the corporation.
In 05-07-28 PCNC Bylaws 4 the
absence of the Chairman of the Board, or if there be none, the President shall
preside at all meetings of the Board, and shall have such other powers and
duties as may be prescribed from time to time by the Board.
VICE PRESIDENT. In the absence or disability of the President, the Vice
President, if any, shall perform all the duties of the President and in so
acting shall have all the powers of the President. Should more than one Vice
President exist, succession to Presidency shall be in the order of rank by
timing of appointment to the office of Vice President, unless other seniority
among Vice Presidents is specifically named by the Board. The Vice President or
Vice Presidents shall have such other powers and perform such other duties as
may be prescribed from time to time by the Board.
SECRETARY. The Secretary shall keep or caused to be kept a full and complete
record of the proceedings of the Board, shall keep the seal of the corporation,
if any, 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.
TREASURER. The Treasurer 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 Treasurer 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. Those funds shall be paid out only on checks of the
corporation signed by the President, or Treasurer, or by such other officers as
may be designated by the Board as authorized to sign them. The Treasurer shall
have such other powers and perform such other duties as may be prescribed from
time to time by the Board. The Treasurer shall also be known as the Chief
OTHER OFFICERS. The Board may appoint such other officers as the business
of the Corporation may require, each of whom shall hold office for such period,
have such authority and perform such duties as are provided in the Bylaws or as
the Board may from time to time determine.
CONTRACTS. The Board may authorize any officer or employee to enter into
any contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation and such authority may be general or confined to
DEPOSITS. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board may designate. The moneys of
the Corporation shall be deposited in interest bearing accounts or savings
certificates at such banks or depositories as may from time to time be
designated by the Board or invested in such bonds, securities or investments as
may be authorized by the vote of a majority of the Directors attending any
meeting at which a quorum of Directors is present and shall be subject to any
restrictions as designated by the Board. Such income may be deposited, pending
disposition, in such checking accounts as the Board may authorize from time to
time. Disposition of the principal amount of such deposits or investments may
be authorized only by the affirmative vote of the majority of all the
Directors. No funds of the Corporation may be distributed except for the
purposes of forwarding the Corporation’s goals and activities.
EXECUTIVE COMMITTEE. The Board may by resolution establish an Executive
Committee comprised of three (3) to five (5) members, which shall include the President
and one or more other Directors or other member appointed by the President if necessary
to create a committee as set forth in the Board resolution authorizing such
committee. The Chair of the Executive Committee shall be the President. The
Executive Committee shall exercise only such powers as are expressly delegated
to it in the Board resolution establishing the committee. Neither the Executive
Committee nor any other committee shall have the power to amend the Bylaws.
ADVISORY BOARD. The Advisory Board, if any, will be comprised of between
seven (7) to fifteen (15) members who would provide expertise and guidance to
the corporation and its Directors. Members of the Advisory Board need not be
Directors and shall be nominated by the President and approved by the Board.
Members of the Advisory Committee shall serve a term of two (2) years and
members may be appointed to successive terms. The Advisory Board shall consist
of successful and prominent University alumni in Northern California
who collectively can serve as a resource to enrich the corporation with their
diverse skills and experiences. The President shall serve as an ex officio and
nonvoting member of the Advisory Board and shall preside at all of the Advisory
Board’s meetings. The Advisory Board will have at least one annual meeting,
occurring upon a date set by the Board, provided that the President with the
approval of the Board may call additional meetings of the Advisory Board. The
Advisory Board shall provide practical expertise to the corporation by
assisting with the development of annual goals, themes for programming and
overall business strategies to ensure the corporation’s continued success and
growth. Advisory Board members will also be available to help the corporation
with organizing specific events, as each such member deems appropriate.
OTHER COMMITTEES. The Board shall have the power to designate by resolution
such other committee or committees, which shall be composed of one (1) or more Directors,
as it shall deem expedient in furtherance of the purposes of the Corporation,
and to delegate to such committee those powers which, in its discretion, it
believes to be desirable. The Chairperson shall be ex officio a member of all
standing committees. The President with the approval of the Board shall appoint
all members of each committee.
TERM OF OFFICE. Except for the term of the members of the Advisory
Committee as set forth above, each member of a committee shall continue as such
until the next annual meeting of the Board and until his or her successor is
appointed by the Chairperson unless the committee is terminated before that
time, such member is removed from such committee, or such member ceases to
qualify as a member thereof.
VACANCIES. Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the original appointments.
QUORUM. Unless otherwise provided in the resolution of the Board designating
a committee, a majority of the whole committee shall constitute a quorum and
the affirmative vote of a majority of the members present at a meeting at which
a quorum is present is sufficient to decide any matter before the committee.
COMPENSATION. Members of any committee of the Board shall not be entitled to
compensation for their services as committee members. Members of any committee
of the Board shall be entitled, to the extent authorized by the Board, to
reimbursement for any reasonable expenses incurred in attending meetings of the
MEETINGS AND NOTICES. Regular meetings of committees of the Board may be
held without notice at such times and places as such committees may determine. Special
meetings of committees may be called by any member thereof upon not less than
one (1) day’s notice stating the place, date and hour of the meeting, which
notice may be by telephone, or in writing sent by personal delivery, private
carrier delivery, electronic mail, U.S.
mail, facsimile or telegram. The notice of a meeting of a committee need not
state the business proposed to be transacted at the meeting. Any member of a
committee may waive notice of any meeting thereof, either before or after the
meeting, by signing a waiver of notice which shall be filed with the records of
such meeting, or by attendance and participation at such meeting.
ACTION WITHOUT A MEETING; TELEPHONE MEETINGS. Any action required or
permitted to be taken at a meeting of a committee may be taken without a meeting
if a written consent, setting forth the action so taken, is signed by all of
the members of the committee and filed with the minutes of proceedings of the
committee. Members of committees may participate in meetings by means of a
conference telephone or similar communications equipment by which all persons
participating in the meeting can communicate with each other at the same time.
Such participation shall constitute presence in person at the meeting.
REMOVAL AND RESIGNATIONS. Any member of a committee, including the Advisory
Committee, may be removed at any time, with or without cause, by vote of the
Board at a meeting duly called and at which a quorum is present. Any member of
a committee may resign from the committee at any time by giving written notice
to the President or Secretary of the Corporation and unless otherwise specified
therein, such resignation shall take effect upon receipt thereof.
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, 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 Section 7237 of the California Corporations
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.
FISCAL YEAR. The Board shall have the power, from time to time, to fix the fiscal
year of the Corporation by a duly adopted resolution.