Revised and approved by the Board of Governors, March 2007
Approved by the Membership at the Annual Meeting, May 2007
Table of Contents
Section 3.1 Categories and qualifications of members
A. Regular members
Section 3.4 Dues, Fees and Assessments
Article IV. Meetings of Members
Article V. Board of Governors
A. Organization Meetings
Article VI. Officers
Section 6.1 Titles and Qualifications
Article VII. Committees
Section 7.1 Establishment
Article VIII. Miscellaneous
Article IX. Amendments
The name of this organization is the University Club at Penn, hereinafter referred to as the University Club.
The purpose of the University Club is to provide a place to meet and a forum for discussion, where University business can be facilitated, where fellowship, collegiality, and communication among the members of the Faculty and Staff of the University may be promoted. The University Club aims to advance the interests of the University, its schools, departments, and committees through its presence in the public arena of the University.
A. Regular. The following may apply for Regular membership:
B. Associate. The following who are not eligible for Regular Membership may apply for Associate Membership:
C. Special membership with dues. The following may apply for membership and pay dues as determined by the Board of Governors
(hereinafter referred to as the Board):
D. Special membership without dues. The Board may determine Special Members who do not pay dues as follows:
A. Election to membership in all classes shall be conducted under the supervision of the Board and in such manner as
it shall determine, subject to the provisions of these Bylaws.
A. Regular members shall be entitled to use the University Club facilities, may attend meetings, vote, serve on committees, and
A. The Board shall be vested with the authority to fix and impose dues, admissions fees, food, beverage and late
charges and such other assessments and charges on the Members as it considers necessary, payable at such times and in such amounts and by
such methods as it may designate.
Meetings of the Members of the Club shall be held at the site of the Club, or at such other place in Philadelphia, Pennsylvania as may be fixed by the Board.
A. The Annual meeting of the Members of the Club shall be held in the Spring of each year, between the last Wednesday of April and the fifteenth of May on a date and time set by the Board for election of Regular Members to the Board by voice vote, or confirmation of the mail ballot, as provided in Section 5.5 B, and the transaction of any business as may properly be brought before the meeting.
B. If the annual meeting shall not have been called within six months after the above dates, any Regular Member may call for such a meeting. Written notice of the date, time, place and purpose of the annual meeting shall be given to the membership at least thirty (30) days prior to the meeting.
C. The presence of not less than fifteen (15) Regular Members shall be necessary to constitute a quorum for the transaction of business at the annual or any special meeting.
Special meetings of the Members of the University Club may be called at any time by the President or by the Board, and must be called whenever a petition signed by fifteen (15) or more Regular Members is presented to the Board, which contains an explanation of the agenda for such a meeting. Written notice of the date, time, place and purpose of the special meeting shall be given to membership at least ten (10) days prior to the day fixed for the meeting.
A. The voting body shall be those Regular Members present at regular, annual or any special meetings properly called by the President, Board or by Petition.
B. In the event that a decision must be made by the membership and a meeting cannot be held with a quorum of the Regular Members present, a vote by mail shall be arranged, and a majority of the votes cast by the Regular Members shall determine the action.
Attendance at the meeting of the Members is limited to Regular, Associate and Special Members, and invited guests approved by the Board of Governors.
At every meeting of the Members, the President, or in his or her absence, the Vice President, or in the absence of both, another elected Regular Member of the Board chosen by a vote of a majority of the voting Regular Members present, shall act as Chairperson. The Secretary, or in his or her absence, a person appointed by the Chairperson, shall act as Secretary.
Each Regular Member shall be entitled to one non-cumulative vote. Voting shall be in person, only, or by mail ballot as provided in Section 5.5, relating to election to the Board. Voting by proxy is not allowed.
Subject to restrictions set forth in the Basic and Management and Operating Agreements with the Trustees of the University, the Board shall have full power to conduct, manage and direct the operations and affairs of the University Club, including the powers to borrow money, and to purchase, acquire, mortgage, pledge, sell, lease, and otherwise dispose of any University Club property.
The Board of Governors shall:
A. Carry out mandates and policies of the Board as determined by its membership and the membership of the University Club.
B. Create, appoint and direct such task forces as it deems necessary to carry on the business of the University Club.
C. Bring before the general membership at any regular or special meeting or by correspondence, communications from the Board of Governors and the University Club for their information, opinion, and/or vote.
D. Arrange for a satisfactory bond for the Treasurer.
E. Arrange for an annual audit of the financial records of the University Club. A copy of the audit shall be sent to the Board by the end of the fiscal year.
F. Approve the annual budget.
G. Approve the appointment by the President of Members and chairpersons or co-chairpersons of committees and designated specifically in the Bylaws as provided in Section 7.2.
B. Voting Rights (1) Fifteen (15) elected Board members and the immediate past University Club President shall have the right to vote on all issues, including the election of and filing vacancies in offices and vacancies in the Board. (2) Ex-officio members shall have the right to participate in all Board discussions, but shall have no right to vote on any issue.
A. Members of the Board shall be elected for a term of three (3) years. One third of the fifteen (15) elected Board Members shall be elected each year by the Regular Members of the University Club, according to the nominating, voice voting and mail balloting procedures outlined in the following Section.
B. The immediate past University Club President shall serve as a voting Member of the Board for a term of three years, or until a successor to the President then in office shall have been elected and qualify, whichever shall be the shorter.
C. Vacancy: In the event of a vacancy which creates an unexpired term, the Board shall fill the vacancy by majority vote for the balance of the year, until the next annual meeting of the Members of the University Club, when a successor shall be elected for any unexpired term of the vacated Board Member.
D. Timeframe: The service years for Members of the Board is from July 1 to the following June 30, the same as the fiscal year of the University Club.
B. Mail ballot
In the event petitions shall have been filed adding nominees for election to the Board, the Secretary shall distribute the names submitted
by the Nominating Committee, and approved by the Board, together with additional names on the nominating petitions to the Regular Members
of the University Club for a mail ballot.
C. In the absence of a mail ballot, the entire slate of candidates recommended by the Board shall be elected or rejected by majority of the votes cast by the Regular Members.
D. When voting, each Regular Member shall have as many votes as there are vacancies, but there shall be no cumulative voting.
E. There shall be no voting by proxy.
Any Member of the Board may resign at any time by giving written notice to the Secretary. Such resignation shall take effect upon receipt of such notice, or at a later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
A. Organization Meetings. The organization meeting for the Board for transition of Board Members off and on to the Board shall take place no later than four weeks after the annual meeting for the purpose or organization, election of officers and the transaction of other business as necessary.
B. Regular and Special Meetings
Written notice of every meeting of the Board, stating the day, hour and place shall be given by the Secretary to each Member of the Board at least five days before such meeting.
The presence of not less than one-half of the voting Members of the Board shall be necessary to constitute a quorum for the transaction of business.
A Board member, subject to his or her rights to have formal removal proceedings instituted against him or her, similar to the expulsion proceedings provided in Section 3.3(D)(2), may be removed from Board membership for being absent from three consecutive regular Board Meetings, by a two-thirds (2/3) vote of the voting members of the Board at a meeting for which notice of this purpose to remove the member for non-attendance was given to the voting Members of the Board, if, after receiving notice and an opportunity to explain, the Board deems the Board Member's explanation for absence unsatisfactory and inadequate.
Members of the Board shall receive no remuneration. At the discretion of the Board in each case, Members of the Board may be reimbursed and necessary expenses incurred in connection with Board activities.
Officers of the University Club shall include a President, a Vice President, a Secretary, a Treasurer, and such other officers as the Board may from time to time appoint, but no officer may hold more than one office. Only an elected Member of the Board shall be eligible to hold office.
The President, Vice President, Secretary and Treasurer shall be elected by a majority vote of the voting Members of the Board at its organization meeting. Each officer shall (unless such officer shall die, resign or be removed) hold office for a term corresponding to his/her term of elected membership to the Board, or until his/her successor shall be have duly elected and qualify. The terms of officers shall be limited to two consecutive terms unless otherwise decided by unanimous vote of the Board.
No officer of the University Club shall have any power
or authority to bind the University Club by:
A. Have general supervision over the operations and affairs of the University Club, subject to the control of the Board;
B. Preside at all meetings of the Board of Governors, Executive Committee, and at the annual meetings of the Members of the University Club;
C. Prepare an agenda for members of the Board of Governors for any regular Board meeting, and make a report at each such meeting;
D. Be official spokesperson for the Board of Governors;
E. In the name of the University Club, sign, execute and acknowledge instruments authorized by the Board, except where expressly delegated by the Board to some other Club officer, or where limited by the Basic Management and Operating Agreements with the Trustees of the University;
F. Except as provided by Section 7.2, to appoint members of committees and chairperson or co-chairpersons thereof.
G. Directly or through a delegate approved by the Board provide direct communication between the University Club and the University administration; and
H. In general perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him/her by the Board.
A. In the absence of the President, the Vice President shall perform all of the duties of the President and, when so acting, shall have all the powers of and be subject to all the restriction upon the President.
B. The Vice President shall assist the President in the discharge of his/her duties, and shall perform such other duties as may from time to time be assigned to him/her by the President or by the Board.
A. Chair the Nominations Committee;
B. Giving notice of all meetings of the Board of Governors, and Executive Committee;
C. Keep an accurate roster of the officers and committee members, chairpersons, with terms of office;
D. Be custodian of records, books and papers belonging to the Board of Governors and the Bylaws, certificate of incorporation and seal of the University Club;
E. Record all votes of the Regular University Club Members and of the Board;
F. Review and approve the minutes of all meetings of the Board and of the Members of the University Club; and
G. See that notices are given and records and reports are properly kept and filed by the University Club as required by law;
H. Perform such other duties assigned to him/her by the Board or the President.
A. Except as otherwise provided in the Basic or Management and Operating Agreements with the Trustees of the University, have or provide for custody of the funds and other proper books of account;
B. Shall collect and receive or provide for the collection or receipt of any monies earned by or in any manner due the University Club, and deposit all funds in his or her custody in such depositories as the Board may from time to time designate, with such funds to be withdrawn only upon checks or other instruments signed by the Treasurer, and such other persons as may be authorized by the Board;
C. Shall at regular meetings of the Board report on the financial status of the University Club, and periodically, or whenever so required, analyze the financial reports pertaining to the University Club, submitted by or on behalf of the Trustees of the University;
D. Keep and maintain permanent, original or duplicate records of dues charged to and collected from members of the University Club.
E. Participate in submitting an annual budget to the Board of Governors for approval.
F. Perform such other financial duties as may be assigned to him/her by the Board or the President.
The President, with the approval of the Board, may appoint one of the fifteen (15) elected Members of the Board who are not President, Vice President, Treasurer or Secretary, as an additional designated officer to perform such duties as may be prescribed.
The President will cause to be provided direct communication between the University Club and the University administration, consistent with the intents and purposes of the Board.
Any officer may resign at any time by giving notice to the Board or to the Secretary. Any such resignation shall take effect upon receipt of such notice, or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Any officer or agent of the University Club may be removed by the Board from his/her post by a two-thirds voted of the voting Members of the Board (the officer to be removed not voting), at any time for good cause, including the failure of the officer adequately to perform the duties or fulfill the obligations of his/her office, or in the good faith judgment of the Board, the best interests of the University Club will be served thereby.
Officers shall receive no remuneration for their services. In the discretion of the Board, in each case, officers may be reimbursed for ordinary and necessary reasonable expenses incurred in connection with their Board activities.
A. A Member of the Board shall not be personally liable for monetary damages for any action taken unless: (1) The Board member has breached or failed to perform the duties of his/her office; and (2) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided the aforesaid limitation of liability shall not apply to the responsibility or liability of a Board Member pursuant to any criminal statute or his or her liability for payment of taxes, pursuant to federal, state or local law.
B. In addition, no person who serves without compensation, other than reimbursement for actual expenses as an officer, Member of the Board, or chair or co-chairperson for any Board committee of the University Club, shall be liable for any civil damages as a result of any act or omissions relating solely to performance of his/her duties as a Board Members, officer, chair or co-chairperson, unless the conduct of the person falls substantially below the standards generally practiced and accepted in like circumstances by similar persons performing the same or similar duties, and unless it is shown that the person did an act or omitted the doing of an act in which the person was under a duty to another to do, knowing or having reason to know that the act or omission created a substantial risk of actual harm to the person or property of another. It shall be insufficient to impose liability to establish only that the conduct of the person fell below ordinary standards or care; provided this limitation or liability on a Board Member, officer or chair or co-chairperson shall not be construed as affecting or modifying any existing legal basis for determining the liability, or any defense thereto of the University Club as a non-profit organization under Section 501(c)(3) of the Internal Revenue Code of 1986.
C. This section may be modified or repealed only by vote of the Members of the University Club, and no provision inconsistent with this provision may be adopted without the vote of the Members of the University Club. Neither the repeal or modification of this section nor the adoption of any provision inconsistent herewith shall adversely affect any limitation on the personal liability of a director, officer, chair or co-chairperson of the University Club existing at the time of such repeal or modification or the adoption of such inconsistent provision.
D. This Section shall not limit the liability of a Member of the Board or officer or chair or chairpersons in any case where such elimination is not permitted by law.
Article VII. Committees
Executive and standing committees are established by these Bylaws. Both the President and the Board each may establish additional ad hoc committees, and assign them the necessary powers and duties.
A. The President, subject to the approval of the Board, shall appoint the members of the standing committees and the chairperson, if not designated by these Bylaws. The President and the Board each shall have the authority to appoint or elect members of the ad hoc committees which he/she and it, respectively, has established, and to designate the chair or co-chairpersons thereof.
B. For all ad hoc committees, the chairperson must be a regular Member of the University Club, but co-chairperson can hold alumni or special membership. The chairperson or one of the co-chairpersons of a standing committee shall be an elected Member of the Board, and if not designated in these Bylaws, shall also be appointed by the President, with approval of the Board.
C. A co-chairperson of a standing committee who is not an elected Member of the Board shall be a regular Member of the University Club, also appointed by the President, with approval by the Board.
A. The term of office of all committee members and chairs shall be for a period of one year.
B. The election or appointment of chairs, co-chairs, and the composition of the committees shall be undertaken at the first regular meeting of the Board after the organizational meeting.
A. The Executive Committee shall consist of the President, Vice President, Secretary and Treasurer, and
B. Shall have the powers and duties of the Board during the intervals between meetings of the Board, subject to later confirmations by the Board.
C. Three Members present shall constitute a quorum for a meeting.
D. Any two Members may call for a special meeting, with notice being given to the members of the Executive Committee no later than five days before the date set for the meeting.
The Standing Committee shall be:
The Finance Committee shall consist of at least three regular Members of the University Club and shall:
A. Be chaired by the Treasurer;
B. Review the financial reports of the University Club as submitted by the appropriate business office of the University;
C. Make recommendations to the Board respecting the expenditures and financial data of the Club;
D. Perform such additional functions on behalf of the Board as may be set forth in the Basic and Management and Operating Agreements with the Trustees of the University.
The House Committee shall consist of not less than six (6) regular Members of the University Club. The chair or co-chairpersons of the Finance and Membership Committees shall be ex-occifio non-voting members of the House Committee. The House Committee shall:
A. Oversee the direct supervision and management of the University Club facilities;
B. Recommend to the Board the engagement and discharge of the Club Coordinator;
C. Review prices charged for the various University Club services and make recommendations to the Board for changes as necessary;
D. Review and approve quarterly reports of the operating expenses of the University Club;
E. Subject to the provisions of the Basic and Management and Operating Agreements with the University, the House Committee shall contract no indebtedness at any time without the approval first obtained in advance by the Board;
F. Act on alleged violations of the University Club rules by its Members, brought to its attention by the Club Coordinator, authorize or approve immediate action taken or to be taken by the Club Coordinator, and where grounds for expulsion apparently exist, refer the matter to the Disciplinary Committee for appropriate consideration and action.
The Membership Committee will consist of at least three (3) regular members. The Committee shall:
A. Review all applications for membership.
B. Determine the eligibility and membership classification of each applicant under the provisions of Section 3.2;
C. Make recommendations to the Board concerning all applications;
D. Solicit applications for membership; and
E. Have the continuing duty and responsibility to review each year the membership eligibility and dues status of members, as set forth in Section 3.2.
A. The Nominating Committee shall be chaired by the Secretary and shall consist of at least three (3) Regular Members of the University Club, elected by the Board.
B. The Committee shall perform the functions in connection with the nomination of Members of the Board as described in Section 5.5.
C. The Chair or his/her designee shall conduct all committee meetings.
The Disciplinary Committee shall:
A. Consist of not less than three Regular Members of the University Club, of which at least one shall also be a Member of the Board. A member of the Disciplinary Committee who is also a Member of the Board shall not vote as a Member of the Board on any matter which has been heard or considered by the Committee.
B. Perform the functions described in Section 3.3.D.
The Program Committee shall consist of not less than three (3) Regular members of the University Club, who shall work to develop and implement a plan to provide programming to meet the mission of the University Club and the needs of the membership, as well as the University community as a whole consistent with that mission.
The Burrison Gallery Committee shall consist of not fewer than three (3) Regular Members of the University Club, at least one of whom shall be a member of the Board of Governors, who shall select, schedule, and oversee the installation of regular rotating art shows in the Burrison Art Gallery space (including the Lenape Room) of the University Club. Members of the Committee shall also be responsible for preparing press releases to announce new exhibits and to work with the Club Coordinator in overseeing the finances of the Gallery.
The President and the Board may appoint task forces and ad hoc committees composed of any members of the University Club for the special purpose of completing a specific assignment. Members of such Task Forces and ad hoc committees may participate as invited guests at Board meetings and participate in discussions relative to their report.
Article VIII. Miscellaneous
The University Club shall operate and conduct its activities at all times in compliance with the rules and regulations applicable to the license then in full force and effect which it holds from the Pennsylvania Liquor Control Board.
A. No part of the net earnings of the University Club shall inure to the benefit of any Member or individual.
B. No substantial part of any activities of the University Club shall consist of carrying on propaganda, or otherwise attempting to influence legislation.
C. The University Club shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
A. A resolution to dissolve, approved by a vote of no less than three-fourths of the voting Members of the Board, submitted for approval to the annual or special meeting of the Members of the University Club, and approved by a vote of two-thirds of those present and voting. Members must be present at the meeting, with no proxy votes, for voluntary dissolution of the University Club.
B. In the event of such dissolution, the property and assets of the University Club, real and personal, shall vest in the Trustees of the University of Pennsylvania, a non-profit corporation, its successors and assigns, absolutely and in fee, and shall be so transferred and conveyed by the University Club, or its liquidating trustee or trustees.
The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the meetings of the University Club in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws.
Article IX. Amendments
Any and all of the provisions of these Bylaws, whether contractual in nature, or merely regulatory over the internal affairs of the University Club, may be amended, altered, or repealed by means of the following process:
A. A proposal for changing the Bylaws shall be submitted to the Board with a summary of proposed actions and their reasons therefor.
B. The Board of Governors shall act on a motion to approve the proposed amendment. If approved by a majority of the voting Members of the Board, the amendment shall be effective immediately, subject to the provision of paragraph C below.
C. Notice of the proposed amendment shall be sent to
all Regular Members of the University Club at least thirty (30) days prior
to the annual or special meeting.
D. Revised or amended Bylaws shall be consistent with the Articles of Incorporation of the University Club.