Greater Chicago Chapter
of the Penn State University Alumni Association
Effective as of August 1, 2010
Article I: NAME
The name of this organization shall be the Greater Chicago Chapter of the Penn State University Alumni Association (the "Chapter").
Article II: PURPOSE
Section 1. The objectives of the Chapter shall be to promote and enhance the stature of the Pennsylvania State University ("Penn State") and higher education in general.
Section 2. The Chapter is organized exclusively for social, cultural, charitable and educational purposes, including distributions of funds to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law).
Section 3. 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 to it and to make other distributions of funds in furtherance of its purposes.
Section 4. 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 or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office.
Section 5. Notwithstanding any other provision of these Bylaws, 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 Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law), or (b) by a corporation/organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law).
Article III: MEMBERSHIP
Section 1. Membership shall be open to any person who is a current or former undergraduate or graduate student of Penn State or parent(s) of same or friend(s) of the University, interested in supporting the purposes of the Chapter as described in Article II. Members of the Chapter shall be required to pay annual dues as specified by the Board of Directors in order to remain in good standing.
Section 2. The Chapter geographic area is specifically defined by Postal Zip Codes which cover the Greater Chicago metropolitan area from Elkhart, Indiana to Rockford, Illinois.
Article IV: BOARD OF DIRECTORS
Section 1. The governing body of the Chapter shall be composed of a Board of Directors (the "Board") of not less than 10 nor more than 20 members. The Executive Officers of the Board shall be as follows:
The other members of the Board shall be the Chairperson or Co-Chairperson(s) of each
permanent standing committee as follows:
•Alumni Admissions Committee
In addition, there may be as many as seven (7) At-Large Members on the Board.
Section 2. Board members are elected at large to serve a two-year term. Board members, with the exception of the President and Vice President, may be reelected. A two-term limit (4 consecutive years) applies to the Treasurer and Secretary position. When the nominating committee reports the slate of candidates to the Board and they cannot recruit a candidate for the position of Secretary or Treasurer, the nominating committee may recommend to the Board the seated Secretary or Treasurer be nominated for a third consecutive term. A 2/3 majority of the full Board is necessary to accept the nominating committees recommendation that the seated Secretary or Treasurer be placed on the slate of candidates for a third consecutive term. Only one spouse or domestic partner may serve on the Board of Directors at any one time. Board members must have graduated from the University with either an undergraduate or graduate degree. If positions cannot be filled with Penn State graduates, any active (dues paying) chapter member may be elected to the board as a Committee Chair or as a Member-at-Large.
Section 3. The past president of the Chapter is eligible to serve as an ex-officio member of the Board following his/her term of office for two years, if he/she so desires. The past president may serve as the chairperson of a committee, Secretary, or Treasurer, by vote of two-thirds of the Board of Directors, but may not serve as Vice-President or President of the Chapter for a period of two years thereafter. If the past president elects to serve as an ex-officio member of the board, he/she retains full rights to vote on all Board matters.
Section 4. Voting members of the Board shall attend all meetings of the Board with the
exception of four absences per year excused by the President. Additional absences require Board approval. More than one unapproved absence from Board meetings within a year is grounds for removal from the Board. The Chapter shall meet on a regular basis. Meetings shall be established by the President of the Board.
Section 5. Vacancies of Directors shall be filled by vote of a majority of the members of the Board for the remainder of the term of the person being replaced.
Section 6. A quorum of the Board shall consist of at least one-half of the voting Board members. It is further recommended that when a 2/3-majority vote is required by the full Board, electronic voting be permitted.
Article V: NOMINATION AND ELECTION OF OFFICERS AND BOARD MEMBERS
Section 1. The Board of Directors, at one of its regularly scheduled meetings, shall appoint a Nominating Committee consisting of at least three members of the Chapter who are Penn State alumni. Announcements of the Nominating Committee shall be made to the Chapter membership within sixty days.
Section 2. The report of the Nominating Committee shall establish a slate of officers for all available positions on the Board, by specific position, and shall be made at the next meeting or function, or its nominations shall appear in the next general mailing to Chapter members. Additional nominations, whether for a slate of officers or individual position(s), by specific position, may be presented upon petition of ten members of the Chapter, filed with the Secretary at least thirty days prior to the Chapter meeting at which the election is to be held. Prior to their candidacy, all candidates shall have agreed to serve if elected.
Section 3. Elections shall be held at the next general Chapter meeting. Those candidates
receiving the largest number of votes for the open position shall be considered elected to the Board of Directors. The term of office shall commence on July 1st of the election year.
Article VI: OFFICERS AND DUTIES
Section 1. Chapter Executive officers shall be President, Vice-President, Secretary, and
Treasurer. Vacancies in any executive officer position shall be filled through a vote of the Board of Directors at a regular Board meeting. All members of the Board of Directors shall be eligible to run for a vacancy in any Executive Officer position. The person filling such vacancy shall serve for the remainder of the term of the person replaced.
Section 2. The President shall serve a single 2-year term and shall preside at all meetings of the Chapter and serve as Chairman of the Board and an ex-officio member of all committees. He/she shall manage the day-to-day business of the Chapter, call Chapter and Board meetings and preside at those meetings. The President shall inform the Penn State Alumni Association (the "Alumni Association") of Chapter activities and shall be responsible to submit all reports as are required by the Alumni Association. The President shall be the primary liaison with the Alumni Association and shall be responsible to ensure proper training of executive officers and Board members.
Section 3. In the event of the absence or disability of the President, or at his/her request, the Vice-President shall perform the duties of the President. He/she shall perform such additional duties as may be delegated to him/her by the President. If the office of the President becomes vacant, the Vice-President shall become President until the next annual election of officers by the Board. The Vice-President shall be the President-Elect and shall succeed to the office of President upon a majority vote of the Board of Directors. The President and Vice-President shall be responsible for identifying potential new Board Members and Executive Officers. The Vice President shall serve a single 2-year term.
Section 4. The Secretary shall prepare the agenda for meetings of the Executive Officers and Board of Directors. The Secretary shall keep the minutes of Board meetings, shall notify members of meetings, shall notify members of election or appointment to office, and shall act as custodian of records. The Secretary shall work closely with the President and Vice-President to prepare all reports as required by the Alumni Association.
Section 5. The Treasurer shall safeguard, and account for and disburse the funds of the Chapter. Accounts shall be balanced by the Treasurer before each Board meeting so that a report may be presented. The Treasurer shall coordinate the preparation of the budget for the upcoming year with the President and other Executive Officers. All Chapter checks in excess of $1000.00 shall be co-signed by an Executive Officer unless otherwise approved by the Board of Directors. This does not include transfer of funds from one Chapter account to another. The Treasurer will also control the expenditures on the Chapter credit card with approval of the Board of Directors. Any charges in excess of $1000.00 shall be approved by the Executive Officers unless otherwise approved by the Board of Directors.
Article VII: COMMITTEES
Section 1. The Executive Officers of the Chapter shall constitute the Executive Committee. Disbursement of funds shall be approved by the Executive Committee. Any disbursement exceeding $5000.00 must be approved by a majority of the Board of Directors.
Section 2. The Board of Directors is authorized to establish standing and special committees, as needed, to carry out the major functions of the Chapter. The Nominating Committee shall be considered a special committee formulated as provided for in Article V.
Section 3. A statement of purposes and a list of duties of each standing committee and any additional special committee will be attached to these Bylaws. The purpose statements shall be reviewed annually and may be changed by a majority vote of the Board of Directors.
Article VIII: MEETINGS
The Board of Directors shall meet at least quarterly and the full Chapter membership shall meet on call by the President. Meetings of the Chapter shall be open to all Chapter members in good standing. A representative of the Alumni Association shall be invited to attend each meeting.
Article IX: AMENDMENTS
Amendments to these Bylaws must be submitted to the Secretary of the Board and a notice of such amendment shall be submitted to each Board member at least two weeks before a meeting. If a majority of the Board in attendance recommends approval of the amendment, it will then be submitted in writing to members in good standing of the Chapter. A vote of one-half of the members in good standing in attendance and voting at the Chapter meeting shall be required for passage of the Amendment(s).
Article X: DISSOLUTION
Upon dissolution of the Chapter, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Chapter, assign half (or up to $5,000) of any remaining funds or other assets to a holding account the Penn State Alumni Association for seed money for a future chapter that will reestablish in the Chapter’s territory. The other half of funds or assets will be designated to the Chapter's established Endowed Scholarship Fund at Penn State. The annual yield on this fund is to be put back into escrow each year until the new chapter is reestablished.
Article XI: PARLIAMENTARY PROCEDURE
The rules contained in the Modern Edition of "Robert's Rules of Order" shall govern the Chapter to the extent that they do not conflict with the provisions of these Bylaws or any other special rules of order for this organization.
Article XII: FISCAL YEAR
The Chapter shall operate on a fiscal year beginning on July 1 and ending on June 30 each year.
If you are interested in obtaining a copy of chapter board meeting minutes, please email Jen.