ARTICLE I - Membership

Answer

Section 1. Qualifications. Each alumnus, alumna, and present or former officer, staff, current student or faculty member of the University of Pennsylvania’s Wharton School (Eligible Members) shall be eligible for regular membership (Regular Membership) in the Club. The Board of Directors shall have the option to require Eligible Members to pay annual fees or dues. Any person eligible for Regular Membership may become a regular member (Regular Member) by completing and submitting an application in a form prescribed, together with the payment of such fees or dues as may be established by the Board of Directors in accordance with the Bylaws. All Regular Members shall be eligible to vote on matters submitted to a vote of the members, and shall be eligible to serve as a director, officer, or committee member of the Club. In the case that the Board of Directors has not set a formal and transparent process for Eligible Members to become Regular Members (i.e. application form and fee collection), then all Eligible Members with Israeli I.D./Passport and all Eligible Members who reside in Israel shall have the option to be considered Regular Members and shall be eligible to vote on matters submitted to a vote of the members and shall be eligible to serve as a director, officer, or committee member of the Club.

Section 2. Membership by Vote of Board of Directors. The Board of Directors, by affirmative vote of three of the members of the Board, may from time to time grant Regular Membership to an individual who does not fall within the Regular Membership qualifications but whom the Board nevertheless deems worthy of Regular Membership. Upon an affirmative vote of three of the members of the Board, the individual shall complete and submit to the Vice-President of Members an application in a form prescribed by such officer, together with the payment of such fees or dues as shall be established by the Board of Directors in accordance with these bylaws. Upon completion and submission of the application together with fees or dues, the individual becomes a Regular Member with all the rights and privileges of Regular Membership.

Section 3. Honorary Membership. The Board of Directors, by affirmative vote of three of the members of the Board, may from time to time extend and grant an honorary membership (Honorary Membership) to any person who is not eligible for Regular Membership. An Honorary Member shall not be entitled to vote, nor be eligible to be a director, officer or committee member of the Club.

Section 4. Member Contributions. The Board of Directors shall have the option to require Eligible Members to pay annual fees or dues. In the case that the Board of Directors decides to impose such fees or dues, all Regular Members shall pay such annual fees or dues. Such fees shall be due and payable on or before such a date as shall be fixed by the Board of Directors. Only those Regular Members who have paid such fees and dues shall be entitled and eligible to vote on matters submitted to a vote of the members or to serve as a director, officer, or committee member of the Club. However, a Regular Member who is currently enrolled in any academic program or who has graduated from any academic program within the last academic year shall be entitled to all the rights and privileges of Regular Membership without paying dues. In the case that the Board of Directors has not set a formal and transparent process for Eligible Members to become Regular Members (i.e. application form and fees collection), then all Eligible Members with Israeli I.D./Passport and Eligible Members that reside in Israel shall have the option to be considered Regular Members and shall be eligible to vote on matters submitted to a vote of the members, and shall be eligible to serve as a director, officer, or committee member of the Club.

Section 5. No Vested Rights of Members. No Member, incorporator, director or officer of the Club shall thereby have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the Club. Furthermore, no member of the Club shall have any right, title, or interest in or to the whole or any part of the assets of the Club, and no member shall be entitled to either the whole or any part of such assets in the event of the termination of such member’s membership in the Club for any reason.

Section 6. Non-Liability of Members. The members of the Club shall not be personally liable for the debts, liabilities, or obligations of the Club.

Section 7. Resignation of Members. Any member may resign by filing a written resignation, but such resignation shall not relieve the Member so resigning of his or her obligation to pay any fees or dues or other obligations due to the Club which have accrued and are unpaid at the time of resignation. The resignation of a Member shall not be accompanied by the refund or fees or dues paid to the Club.

Section 8. Termination of Membership. By an affirmative vote of three of the Board , the membership of any Regular or Honorary Member may be suspended or terminated if such member shall have engaged in conduct deemed improper, prejudicial, abusive, or destructive to the Club or any member or members of the Club. Notice of the proposed action shall be given to the member at least ten (10) days before the meeting at which such action is proposed to be taken, together with a statement of any alleged cause for such action, and the member shall be entitled to attend and answer the allegations at such meeting.

Section 9. Reinstatement of Membership. By an affirmative vote of three of the members of the Board of Directors, the Board may reinstate a former or suspended member to membership on such terms as the Board may deem appropriate. Any such Board action shall be taken only upon written request signed by at least one Regular Member.