Table of Contents

Article I. Name
Article II. Purpose
Article III. Membership

Section 3.1 Categories and qualifications of members

A. Regular
B. Associate
C. Special membership with dues
D. Special membership without dues

Section 3.2 Election to Membership
Section 3.3 Rights and Privileges of Members

A. Regular members
B. Associate or Special members
C. Leaves of Absence
D. Termination of Membership
E. Change in membership category

Section 3.4 Dues, Fees and Assessments

Article IV. Meetings of Members

Section 4.1 Place of Meetings
Section 4.2 Annual Meeting
Section 4.3 Special Meetings
Section 4.4 Voting Body
Section 4.5 Attendance
Section 4.6 Organization
Section 4.7 Voting Rights

Article V. Board of Governors

Section 5.1 General Powers
Section 5.2 Duties of the Board of Governors
Section 5.3 Definition, Qualifications and Voting Rights
Section 5.4 Term of Office
Section 5.5 Election Procedures

A. Nominations
B. Mail Ballot

Section 5.6 Resignations
Section 5.7 Meetings

A. Organization Meetings
B. Regular and Special Meetings

Section 5.8 Notice of Meetings
Section 5.9 Quorum
Section 5.10 Absence from Meetings
Section 5.11 Remuneration

Article VI. Officers

Section 6.1 Titles and Qualifications
Section 6.2 Election and Term of Office
Section 6.3 Limitations on Powers of Officers
Section 6.4 President
Section 6.5 Vice President
Section 6.6 Secretary
Section 6.7 Treasurer
Section 6.8 Other Officers
Section 6.9 Liaison with University Administration
Section 6.10 Resignation
Section 6.11 Removal of Officers
Section 6.12 Remuneration
Section 6.13 Limitation of Personal Liability

Article VII. Committees

Section 7.1 Establishment
Section 7.2 Appointment of Members of Committees
Section 7.3 Term of Office
Section 7.4 Executive Committee
Section 7.5 Standing Committee
Section 7.6 Finance Committee
Section 7.7 House Committee
Section 7.8 Membership Committee
Section 7.9 Nominating Committee
Section 7.10 Disciplinary Committee
Section 7.11 Program Committee
Section 7.12 Burrison Gallery Committee
Section 7.13 Task Forces and Ad Hoc Committees

Article VIII. Miscellaneous

Section 8.1 Regulations of Pennsylvania Liquor Control Board
Section 8.2 Limitations
Section 8.3 Dissolution
Section 8.4 Parliamentary Authority

Article IX. Amendments

Article I. Name

The name of this organization is the University Club at Penn, hereinafter referred to as the University Club.

Article II. Purpose

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.

Article III. Membership

Section 3.1 Categories and qualifications of members. Four membership categories exist in the University Club.

A. Regular. The following may apply for Regular membership:
(1) University Trustees, Associate Trustees, Overseers, and Faculty and Staff of the University on and off campus in full time, permanent and affiliated part time appointments;
(2) Retired persons who were Regular Members of the Club at the time of retirement.

B. Associate. The following who are not eligible for Regular Membership may apply for Associate Membership:
(1) Visiting professors and staff;
(2) Affiliated Faculty, such as those not employed by the University but who supervise its students;
(3) Clergy affiliated with the University;
(4) Alumni;
(5) Post-doctoral Fellows;
(6) Widows and widowers of those individuals who at the time of their death were eligible for membership of the Club;
(7) Former members of the Lenape Club;
(8) Graduate Students.

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):
(1) University Schools and Departments;
(2) Organizations informally affiliated with the University which have reason to hold Special membership.

D. Special membership without dues. The Board may determine Special Members who do not pay dues as follows:
(1) Persons who have rendered particularly significant service to the University, but who are not eligible for either Regular or Associate membership;
(2) Honorary designees for Lifetime Membership;
(3) Members of faculty clubs at other universities. An agreement with the Association of Faculty Clubs International offers University Club members reciprocity. The details of this agreement may be obtained from the University Club Secretary or the Executive Director.
(4) Spouses of Regular and Associate Members.

Section 3.2 Election to Membership

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.
B. Every applicant for membership in the University Club, regardless of class of membership, shall submit a written application to the Club which shall be referred to the Membership Committee for review and recommendation to the Board. Election to membership shall be by approval of the Board.
C. The verification of the continued good standing and proper membership category of the Member shall be the responsibility of the Membership Committee, with disputes to be submitted to and determined by the Board.

Section 3.3 Rights and Privileges of Members

A. Regular members shall be entitled to use the University Club facilities, may attend meetings, vote, serve on committees, and hold office.
B. Associate or Special members shall be entitled to use the University Club facilities, may attend meetings, but do not have a vote, may serve on committees with permission of the Board, and may not hold office.
C. Leaves of Absence; Members on Leave of Absence from the University, who do not intend to use the University Club during the period of Leave, should notify the Chair of the Membership Committee or his/her designee in order to be excused from paying dues during this period.
D. Termination of Membership; All rights incident to Membership shall cease on termination of Membership by reason of death, resignation or dismissal by the University, for non-payment of dues or other amounts owed to the Club as provided in Section 3.4, or expulsion by the Board for any just cause, as hereinafter provided.
(1) Reasons for expulsion include, but are not limited to, conduct that interferes with the use and enjoyment of its facilities by the Membership at large.
(2) The process in the case of expulsion is as follows:
(i) The Board shall serve the offending member with a written notice of charges; and
(ii) The member shall have an opportunity to "cure" the alleged derelictions; and
(iii) Upon failure to make the necessary cure, the member shall be afforded a hearing before the Disciplinary Committee, at which he may be represented by counsel, present evidence on his own behalf, cross examine witnesses, and after receipt of a copy of the written recommendation by the Disciplinary Committee to the Board, argue in person or by counsel against any expulsion or other sanctions therein recommended.
(3) A regular member who has resigned from or has been dismissed by the University may nevertheless apply, if applicable, for Associate or Special membership.

Section 3.4 Dues, Fees and Assessments

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.
B. If a Member is in arrears for dues or any other amount owed to the University Club three (3) months after they become due and payable, the University Club may serve a written demand for payment. Upon failure to make payment within thirty (30) days, without showing good cause, the Board may impose a late fee, or direct the Disciplinary Committee to institute expulsion proceedings, as provided in Section 3.3 D (2) above, or may take or authorize such other action, including legal proceedings, as are deemed appropriate and justified.

Article IV. Meetings of Members

Section 4.1 Place of Meetings

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.

Section 4.2 Annual Meeting

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.

Section 4.3 Special Meetings

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.

Section 4.4 Voting Body

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.

Section 4.5 Attendance

Attendance at the meeting of the Members is limited to Regular, Associate and Special Members, and invited guests approved by the Board of Governors.

Section 4.6 Organization

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.

Section 4.7 Voting Rights

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.

Article V. Board of Governors

Section 5.1 General Powers

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.

Section 5.2 Duties of the Board of Governors

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.

Section 5.3 Definition, Qualifications and Voting Rights

A. Members
(1) Members of the Board shall consist of the fifteen (15) Regular Members elected to the Board, and the immediate past Club President.
(2) Ex-officio; Ex-officio members are:
(i) if not already an elected member of the Board, Chair and Co-chairpersons of the committees of the Board;
(ii) the Vice Presidents of Finance, for Facilities Management and for Business Services of the University, or their representatives;
(iii) when designated by the President, a representative of the Alumni Relations office; and
(iv) a liaison person to the Board elected by the Senate Executive Committee of the faculty of the University to attend meetings of the Board to represent the interests of the faculty as a whole.

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.

Section 5.4 Term of Office

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.

Section 5.5 Election Procedures

A. Nomination
(1) Five weeks prior to the annual meeting of the Members, the Nominating Committee established under Section 7.9 shall recommend to the Board the names of the exact number of nominees to fill the vacancies on the Board, and
(2) The Board, upon approval of the nominees, and after receiving written agreement from the nominee of his or her willingness to serve, shall cause the names to be posted on the bulletin board of the University Club, together with such biographical data as the nominee desires to be published.
(3) Within two weeks thereafter, nominating petitions signed by at least five Regular Members of the University Club may be submitted to the Secretary on behalf of other individuals. All such nominations must be accompanied by a written statement on the part of each nominee, indicating his or her willingness to serve, with such biographical data as the nominee desires to be published.
(4) In the event such a petition or petitions shall have been filed, the Secretary shall add the names of the petition nominees, their biographical data, and the term for which Board membership has been south, to that of the posted nominees.

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.
(1) All nominations shall include the biographical data which the nominee desires to be published, the term for which the nominee is proposed, and which nominees have been recommended by the Board.
(2) All such mail ballots shall be returned to the Secretary within ten days, setting forth the University Club identification number of the Regular Member, with a closing date of receipt to be specified by the Secretary on the face of the ballot.
(3) Those individuals with the largest number of votes shall be declared elected, regardless of whether their vote represents a majority of the number voting, and the results will be announced at the annual meeting of the Members.

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.

Section 5.6 Resignations

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.

Section 5.7 Meetings

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
(1) Regular: Regular meetings of the Board shall be held at least six times during the period of September to June on such dates and places as the Board may determine.
(2) Special: Special meetings of the Board shall be held:
(i) whenever called by the President;
(ii) when called by not less than one-half of the Members of the Board; or
(iii) when a petition is signed by at least 15 Members of the University Club is presented to the Board. Special meetings shall be held, unless the Board determines otherwise, at the site of the Club.

Section 5.8 Notice of 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.

Section 5.9 Quorum

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.

Section 5.10 Absence from Meeting

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.

Section 5.11 Remuneration

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.

ARTICLE VI. Officers

Section 6.1 Titles and Qualifications

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.

Section 6.2 Election and Term of 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.

Section 6.3 Limitations on Powers of Officers

No officer of the University Club shall have any power or authority to bind the University Club by:
(i) any contract or engagement to borrow money; or
(ii) issue or endorse negotiable or other paper in its name;
(iii) to pledge its credit;
(iv) to mortgage, pledge, hypothecate or transfer its real or personal property; or
(v) to render it liable pecuniarily for any purpose or in any amount
except within the scope and to the extent personally authorized by these Bylaws, or by resolution of the Board.

Section 6.4 President. The President shall:

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.

Section 6.5 Vice President

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.

Section 6.6 Secretary. The Secretary shall:

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.

Section 6.7 Treasurer. The Treasurer shall:

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.

Section 6.8 Other Officers

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.

Section 6.9 Liaison with University Administration

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.

Section 6.10 Resignation

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.

Section 6.11 Removal of Officers

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.

Section 6.12 Remuneration

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.

Section 6.13 Limitation of Personal Liability

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

Section 7.1 Establishment

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.

Section 7.2 Appointment of Members of Committees

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.

Section 7.3 Term of Office

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.

Section 7.4 Executive Committee

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.

Section 7.5 Standing Committee

The Standing Committee shall be: A. Finance
B. House
C. Membership
D. Nominating
E. Disciplinary
F. Program
G. Burrison Gallery

Section 7.6 Finance Committee

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.

Section 7.7 House Committee

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.

Section 7.8 Membership Committee

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.

Section 7.9 Nominating Committee

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.

Section 7.10 Disciplinary Committee

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.

Section 7.11 Program Committee

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.

Section 7.12 Burrison Gallery Committee

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.

Section 7.13 Task Forces and Ad Hoc Committees

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

Section 8.1 Regulations of Pennsylvania Liquor Control Board

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.

Section 8.2 Limitations

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.

Section 8.3 Dissolution

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.

Section 8.4 Parliamentary Authority

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.
(1) If the amendment is approved by a majority of the Regular voting Members of the Club present, the public documents (such as Charter, Bylaws and Rules of the House Committee) shall be changed, and subsequently reprinted in accordance with the amendment.
(2) If the amendment or part thereof is not approved, the rejected portion shall become null and void on the date of the vote of the voting Members of the University Club.

D. Revised or amended Bylaws shall be consistent with the Articles of Incorporation of the University Club.