By-laws

BYLAWS OF THE WHARTON CLUB OF ISRAEL

(Dated: November 12th, 2009)

ARTICLE I - Membership

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.

 

ARTICLE II - Meetings of Members

Section 1. Annual Meeting. The annual meeting of the Club shall be held each year at such time and place as may be designated by the Board of Directors, for election of directors, receiving annual reports of directors, officers and committees, and transacting such other business as may properly be brought before the meeting.

Section 2. Special Meetings. Special meetings of the Club may be called for any purpose, at any time, by the President, by the Board of Directors, or by any five (5) or more Regular Members. The President, in calling a special meeting, shall designate the time and place of such meeting. Two (2) members of the Board of Directors or any group of five (5) or more members desiring to call a special meeting shall make written request to the President to call the meeting, whereupon the President shall give notice of the meeting, to be held between ten (10) and sixty (60) days after receiving the request. If the President fails to give notice of the meeting within seven (7) days from the day on which the request was made, the persons who requested the meeting may fix the time and place of the meeting, and give notice, in the manner provided herein.

Section 3. Notice. Notice of meetings and elections shall be given to all members entitled to vote, subject to waiver thereof, by first class mail or by e-mail or both.

Section 4. Voting. Each Regular Member of the Club is entitled to one (1) vote. Proxies shall be permitted at all meetings. Members shall vote by email or via the Internet in order to allow equal access to all Regular Members.. In case of a tie vote on any matter, the President shall have a deciding vote in addition to his or her original vote.

Section 5. Quorums. A quorum shall consist of five (5) members present in person or by proxy.

Section 6. Telephone conferencing. Any meeting may be held by conference among members by a means of communication through which the participants may simultaneously hear each other during the conference if the same notice is given of the conference as would be required for a meeting, if all members who desire to participate are permitted to do so, and if the number of persons participating is a quorum.

 

ARTICLE III - Board of Directors

Section 1. Numbers. The management of the Club shall be vested in a Board of Directors of not less than three (3) and not more than eight (8) members, each of whom shall be a Regular Member of the Club. The Board shall consist of at least the President, all past Chairperson and all past Presidents. The immediate past President will serve as the Chairperson of the Club.

Section 2. Duties of Directors. Directors shall in good conscience participate in the working operations of the Club’s meetings, programs and related activities. A Board member in good standing must attend at least 50% of the scheduled Board meetings be it in person or via conference call or in lieu of attendance contribute significant time outside of the Board meetings.

Section 3. Term and Compensation. Directors will retire from the board, once the board reaches its maximum capacity of 8 members. The retirement will be in order of seniority. Directors shall not be paid for their services to the Club.

Section 4. Removal of Directors. A director may be removed for cause by a vote of 3 directors at a meeting called for that purpose, at which meeting such director shall be entitled to answer charges of cause for removal.

Section 5. Meetings. Meetings of the Board of Directors may be held at any time, and at any place within or without the State of Israel. Meetings shall be called by the President, whose duty it shall be to call a meeting at the request of any director. Notice of every meeting shall be given to all members of the Board of Directors by first class mail, by e-mail or both, provided, however, that such notice need not be given if waived in writing by all directors.

Section 6. Quorum for a Meeting of the Board. A quorum at any meeting of the Board shall consist of not less than 3 of the incumbent directors.

 

ARTICLE IV - Officers

Section 1. Qualifications and Compensation. In order to keep good corporate governance, Officers cannot be directors. Two or more offices may be held by the same persons. No officer shall be paid for services to the Club as an officer.

Section 2. Term. Officers shall be elected every 3 calendar years by Regular Members, and shall hold office for a term of three (3) years and until their successors have been elected and qualified, or until removal as provided herein. The President of the Club shall be elected every three calendar years by the Directors from the existing Officers, based on their merit, proven commitment to the club and the ability to lead the Club.

Section 3. Offices and Duties. The officers of the Club will consist of a President, a Vice-President Members, a Vice-President Programs (which might be split among more than one individual), a Treasurer, Vice-President School Liaison , Vice-President for Incoming Students, Vice-President for Current Students, Vice-President for Young Alumni, Vice-President of Life Long Education, and a Secretary and such other or additional officers as may be established by the Board of Directors from time to time. The President shall be the general executive officer of the Club and shall preside at all meetings of members and directors. The President shall also keep minutes of all meetings of members and the Board of Directors in the absence of a Club Secretary. The Vice-President Members shall keep a register of the names and addresses of all members and shall perform such other functions as may be assigned from time to time by the Board of Directors, and in the absence or disability of the President shall perform the President’s functions. The Vice-President Programs (which might be split among more than one individual) shall perform such functions as may be assigned from time to time by the Board of Directors. The Treasurer shall have charge of all funds of the Club, shall be responsible for collecting and recording payment of dues, shall keep records of all receipts and disbursements, and in general perform all duties incidental to the office of Treasurer. The Vice-President School Liaison will be responsible to represent the club in the relevant forums. The Secretary shall maintain the minutes of all meetings of the Board and membership, have custody of corporate records, and in general perform all other duties incidental to the office of Secretary. Other officers shall perform such duties and exercise such authority as may be determined by the Board of Directors from time to time.

Section 4. Vacancies. If the office of any officer becomes vacant for any reason, the Board of Directors shall have the power to appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term of the predecessor officer and until a successor is elected and qualified.

Section 5. Removal of Officers. An officer may be removed for cause by a vote of 3 directors at a meeting called for that purpose, at which meeting such director shall be entitled to answer charges of cause for removal. This also includes the President.

 

ARTICLE V - Committees

Section 1. Executive Committee. The Chairperson, the President, Vice-President of Members, Vice-President of Programs (which might be split among more than one individual), Vice-President School Liaison and the Treasurer of the Club shall comprise the Executive Committee of the Club. The Executive Committee shall have the power to run the day-to-day affairs of the Club.

Section 2. Other Committees. The Board of Directors may establish, from time to time, standing or temporary committees to serve such functions as the Board may determine. Each such committee shall include at least one (1) director.

 

ARTICLE VI - Amendment of Bylaws

Proposed amendments to these Bylaws shall be presented to the Board of Directors in writing and must be signed by at least three (3) Regular Members of the Club. These proposed amendments shall become effective if approved by a majority of the directors.

 

ARTICLE VII Miscellaneous Provisions

Section 1. Fiscal Year. Except as from time to time otherwise determined by the Board, the fiscal year of the Club shall be the twelve months ending December 31st.

Section 2. Seal. The Club may have a seal as determined by the Board.

Section 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Club on its behalf shall be signed by the President, except as the Board may generally or in particular cases otherwise determine.

Section 4. Club Records. The original, or attested copies, of the Articles of Organization of the Club, of the Bylaws and records of all meetings of the Board and the Members, and the records which shall contain the names and addresses of all Members shall be kept at the principal office of the Club, or by the Secretary of the Club, or at such location as the Board may direct.

Section 5. Articles of Organization. All references in these By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Club in effect and as amended from time to time.