The University of Pennsylvania Wharton School

Alumni Association of the United Kingdom

 

CONSTITUTION

 

We, being graduates of The Wharton School of the University of Pennsylvania and residing in the United Kingdom, have associated ourselves together for the purpose of advancing the mutual welfare of The University of Pennsylvania Wharton School Alumni Association of the United Kingdom by providing opportunities for us to remain connected to the School and to each other through lifelong learning, professional growth and social interaction, and by promoting and elevating the School’s brand, and have resolved as follows:

 

  1. DEFINTIONS

 

      In this constitution and in the attached by-laws:

 

“Alum”means a degree-holding Alumnus or Alumna of the School or University.

 

“Association” means The University of Pennsylvania Wharton School Alumni Association of the United Kingdom;

 

“By-Laws” means the rules and regulations for the carrying out of the business and activities of the Association and the conduct of its affairs;

 

“Committee” means the committee composed of at least four Officers of the Association;

 

“Constitution” means the Association’s constitution;

 

“General Meeting” means an annual general meeting of the Association’s Members;

 

“Member”means an Alum or other person associated with the School or the University as determined by the Committee, in good standing who has paid his or her subscription, dues or other fees in the amounts set forth herein, or granted honorary membership by the Committee;

 

“Officers”means the Members of the Association who form the committee and shall be comprised of President, a Treasurer, and such other Officers as may from time to time be established under the By-Laws of the Association;

 

“School” means The Wharton School of the University of Pennsylvania;

 

“Special General Meeting” means meetings of the Members, other than a General Meeting;

 

“Sub-Committee”means any network, group, chapter, club or organization created by the Committee to cater for the special interests of sub-segment of the Members;

 

“Term” means a period of two years; and

 

“University” means the University of Pennsylvania.

 

 

  1. TITLE

 

 

  1. The Association may be referred to as and carry out its activities under the name of "The Wharton Club of the UK” or such other appropriate name as may from time to time be designated by the Committee or as specified in the By-Laws.

 

 

  • OBJECTS AND POWERS

 

  1. The objects of the Association shall be:

 

  1. To inspire, develop and maintain the interests of the alumni of the School and the University in the United Kingdom:

 

  • Maintaining and developing contact between and among Members of the Association and between Members of the Association and other graduates of the School and the University and the faculty and administration of the School and the University; and

 

  • Establishing, maintaining and conducting a club of a non-political nature for the enjoyment of Members to provide a forum for the exchange of views and discussion of matters of interest to Members, thereby providing a medium through which Members who are in the United Kingdom may support and advance the issues and causes important to the Members.

 

  1. To cooperate with and promote the interests of the University’s general alumni society and its constituent societies.
  2. To cooperate with other bodies having aims similar or sympathetic to those set forth above, and generally to do all such acts as shall further the corporate life of the Association.

 

  1. In furtherance of the said objects but not otherwise, the Association through its Committee shall have the following powers:

 

  1. To invite and receive contributions from any person or persons by way of subscription, donation or otherwise, provided that the Association shall not undertake any trading activities in raising funds for its primary purposes.

 

  1. To sell, let, mortgage, dispose of or turn to account all or any of the property or funds of the Association as shall be necessary for the administration of the Association and otherwise in accordance with the wishes of the Members and the decisions of the Committee, but so that the liability of the individual Members shall in no case extend beyond the amount of their respective annual subscriptions.

 

  1. To do all other things as are necessary for the attainment of the objects of the Association.

 

  1. The Association is organised for charitable and educational purposes. No part of the net earnings or surplus of the Association shall inure directly or indirectly to the benefit of any Officer or Member of the Association provided, however, that the foregoing provision shall not be construed to prevent such Officer or Member of the Association from receiving such benefits as may accrue to the individual through the legitimate exercise of the powers set forth above. No substantial part of the activities of the Association shall comprise carrying on propaganda, or otherwise attempting to influence legislation.

 

 

  1. MEMBERSHIP

 

  1. The membership of the Association shall be open to all Alums and persons associated with the School or the University as determined by the Committee who are either temporarily or permanently resident in the United Kingdom and who shall become Members upon payment of a subscription, agreed from time to time in accordance with the Association’s By-Laws.

 

  1. All Members of the faculty or administration of the School shall have honorary membership of the Association for the duration of any visit to the United Kingdom. Honorary Members shall enjoy the same rights and privileges as Members of the Association.

 

  1. Membership, other than honorary membership, shall lapse if any subscription or other fee is unpaid at such date after it is due as shall be set forth in the By-Laws.

 

  1. A Member or honorary Member may be removed from the Association in accordance with the Association’s By-Laws.

 

  1. No Member, including Officers, of the Association shall have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the Association. Furthermore, no Member of the Association shall have any right, title, or interest in or to the whole or any part of the assets of the Association, 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 of the Association for any reason.

 

 

  1. MEETINGS OF MEMBERS

 

  1. A General Meeting shall be held once each year at such time as shall be set forth in the By-Laws.

 

  1. Special General Meetings shall be held as provided in the By-Laws.

 

  1. The rules governing the call of General Meetings and Special General Meetings and the conduct of such meetings shall also be set forth in the By-Laws.

 

 

  1. SUBSCRIPTIONS

 

  1. There shall be an annual subscription the amount of which shall be determined in accordance with the By-Laws.

 

  1. The subscription shall be established at an amount which is at least sufficient to cover the estimated administrative costs of the Association. Additional fees or charges may be imposed by the Committee to cover the administrative and other costs and for the attendance of Members at any social function or similar activity sponsored or promoted by the Association.

 

 

  • GOVERNANCE

 

  1. The affairs and business of the Association shall be managed by the Committee. A vacancy in the Committee shall be filled for the unexpired term by a Member appointed by the Committee.

 

  1. The President shall be elected pursuant to Article V of the By-Laws for a Term.

 

  1. The Treasurer and such other Officers and/or advisors as the Committee may from time to time determine shall be appointed by the majority of the Committee.

 

  1. The powers and duties of the Officers shall be as set forth in the By-Laws.

 

 

  • BY-LAWS

 

  1. The By-Laws shall be altered in accordance with provisions set out therein.

 

  1. The By-Laws may provide that any matter required by the Constitution to be set forth in the By-Laws shall be determined by the Committee.

 

 

  1. CHANGE OF LEGAL FORM & WINDING UP

 

  1. The Association may reform under any legal structure permissible in the United Kingdom or be dissolved upon the affirmative vote of seventy-five percent (75%) of the Members in good standing present at a General or Special General Meeting validly convened pursuant to the Association’s Constitution and By-Laws at which a quorum is present, provided that notice of the proposed change of legal structure or dissolution shall be contained in the notice of such meeting.

 

  1. In the event of the Association reforming under a separate legal structure with a view to continuing its purposes, all funds of the Association and any property held by it shall be transferred, assigned or set over to the Association’s new legal structure or dealt with in such other way consistent with the objects of the Association as shall be determined by the meeting of the Association held at a meeting within three months of the meeting at which the decision to dissolve the Association is taken.

 

  1. In the event of the winding up of the Association all funds of the Association and any property held by it shall be transferred, assigned or dealt with in such other way consistent with the objects of the Association as shall be determined by the meeting of the Association held at a meeting within three months of the meeting at which the decision to dissolve the Association is taken.

 

 

  1. AMENDMENTS

 

This Constitution may be amended by a majority of Members present at an General or Special General Meeting of the Association in the case of an amendment proposed by the Committee and by a two-thirds Majority of Members present at an Annual or Special General Meeting of the Association in the case of the other amendments, provided that notice of such amendment or repeal be contained in the notice of such meeting and further provided that no amendment shall be made which would permit the application of the funds of the Association in a manner inconsistent with the provisions of Article III.A or Article III.C of this Constitution.

 

 

The foregoing constitution was adopted by the Members in a General Meeting held on the 21stday of June 2016.

 

 

 

________________________________

President

 

 

________________________________

President

 

 

________________________________

Committee Member

 

 

________________________________

Committee Member

 

The University of Pennsylvania Wharton School

Alumni Association of the United Kingdom

 

BY - LAWS

 

  1. MEMBERSHIP

 

  • The Committee shall establish procedures for the admission to membership and to honorary membership of individuals who fall within the provisions of Articles IV.A, IV.B, and IV.C of the Constitution.

 

  • Any applicant for membership may be requested to give evidence satisfactory to the Committee that he or she satisfies any of the criteria stated in Articles IV.A, IV.B, and IV.C of the Constitution.

 

  • Each Member in good standing, other than honorary Members, shall be entitled to attend and vote at a General or Special General Meeting of the Association and to vote for the election of the President.

 

  • Each Member in good standing shall be eligible to hold office and to serve on the Committee and any sub-committees, provided that no Officer shall be eligible to be nominated to, or to hold, a position they have already held for two consecutive Terms and further provided that a President serving a second consecutive Term shall, for a period of one year after the conclusion of such a second Term, be ineligible to be nominated to, or to hold, any Officer position.

 

  • A Member of the Association may resign at any time by giving written notice to the Committee.

 

  • A Member may be suspended or removed from the Association if such Member shall have engaged in conduct deemed improper, prejudicial, abusive, or destructive to the Association or any Member or Members of the Association. A Member shall be suspended or removed from the Association upon the affirmative vote of seventy-five percent (75%) of Officers of the Committee at a Committee meeting validly convened pursuant to the Association’s Constitution and By-Laws at which a quorum is present, provided that notice of the proposed motion to remove the Member is contained in the notice of such meeting.  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.

 

 

  1. MEETINGS OF MEMBERS

 

  • A General Meeting shall be held within six months after the end of any period for which accounts of the Association shall have been prepared, to receive the accounts and a report from the Committee on the affairs of the Association, to announce the results of the elections of the Officers and other Members of the Committee and to transact such other business as may properly be transacted at such a meeting.

 

  • Special General Meetings of the Association shall be held by order of the Committee or at the request of not less than five percent of the Members in good standing. Such request shall be in writing submitted to the President and shall state the purpose or purposes of such a meeting.

 

  • Other meetings of the Association shall be held at such time and for such purposes as may be determined by the Committee.

 

  • All meetings of the Association shall be called upon not less than three weeks' clear notice in writing to all Members in good standing, provided, however, that a meeting called on shorter notice shall be deemed to have been duly called if it is so agreed by fifty percent of the Members entitled to attend and vote at such meeting. The notice shall specify the place, the day and the hour of the meeting and the purposes for which the meeting has been called.

 

  • The proceedings of a meeting shall not be invalidated if any person fails to receive due notice for any such meeting, provided reasonable efforts to provide said notice were made.

 

  • Except as otherwise specified herein or in the Constitution of the Association, a quorum for a Meeting shall consist of ten Members in good standing entitled to vote at the Meeting. If within half an hour from the time appointed for the Meeting a quorum is not present, the meeting, if convened at the request of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other later day, time and place as the Committee may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the Meeting the Members present shall be a quorum.

 

  • Any meeting of the Association’s Members may consist of a conference between some or all Members who are not all in one place, but each of whom is able (directly or by means of telephonic, video or other electronic communication) to speak to each of the others and to be heard by each of the others and a Member taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.

 

  • The President shall chair all meetings of Members and of the Committee. If the President is not present within fifteen minutes after the time appointed for holding the meeting, the Committee Members present shall elect one of their number to chair the meeting. If no Committee Members are present at a meeting of Members, the Members present shall choose one of their number to chair the meeting.

 

  • At any meeting a resolution put to a vote shall be decided on a show of hands unless a poll is demanded before or on the declaration of the result of the show of hands, such demand to be made by the President or by at least ten Members who are either present in person at the meeting or whose written demand has been received by the President before the meeting. Unless a poll is demanded the declaration of the result of the show of hands by the President shall be conclusive.

 

  • If a poll is demanded, it may be taken either by a postal ballot of all the Members entitled to attend and vote at the meeting or by any other means that the Committee may determine including, but not limited to, any electronic means the Committee deems appropriate.

 

  • In the case of an equality of votes whether on a show of hands or a poll the President shall be entitled to a second or casting vote.

 

 

 

 

  • THE COMMITTEE

 

  • Any Officer of the Committee may resign at any time by giving written notice to the Committee. Any Officer of the Committee may be removed by the majority of the Committee, unless it is an elected position in which case a vote of a majority of Members in good standing present at a Special General Meeting called for that purpose at which a quorum is present, is required.

 

  • If Members vote at a Special General Meeting to remove an elected Officer, the Committee shall, as soon as reasonably possible after the conclusion of such meeting, call fresh elections in accordance with clause V of these By-Laws. After the removal of the elected Officer by a vote of Members at a Special General Meeting, the Committee shall seek nominations for and Members shall be asked to vote on a new elected Officer or Officer.

 

  • Any vacancy in the Committee may be filled for the unexpired term by a majority of the remaining Officers of the Committee though less than a quorum, except that if an elected Officer is removed from the Committee at a Special General Meeting as aforesaid the resulting vacancy shall be filled for the remainder of the unexpired term until an election as determined by a vote of a majority of Members at the Meeting.

 

  • The Committee shall meet at least twice each year. Within one month following each bi-annual election of the Committee, the Committee shall meet for the purpose of organisation, election of any additional Officers and the transaction of other business.

 

  • Meetings of the Committee shall be called upon not less than two weeks' notice to each Officer thereof, provided, however, that with the consent of a majority of Officers of the Committee any meeting may be called on shorter notice. Meetings shall be called by the President or by a majority Officers of the Committee.

 

  • Meetings of the Committee may consist of a conference between some or all Officers of the Committee who are not all in one place, but each of whom is able (directly or by means of telephonic, video or other electronic communication) to speak to each of the others and to be heard by each of the others and a Officer of the Committee taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly.

 

  • A majority of the Committee shall constitute a quorum and, except as otherwise provided herein, the vote of a majority of those present at any meeting at which a quorum is present shall be the act of the Committee. In the case of an equality of votes the President shall be entitled to a second or casting vote. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other later day, time and place as those present may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Officers present shall be a quorum.

 

  • A resolution in writing signed by a majority of the Officers of the Committee shall be as valid and effective as if it had been passed at a meeting of the Committee duly convened and held.

 

  • The Committee may designate one or more Sub-Committees, each Sub-committee to consist of at least one Officer of the Committee and such number of other Members of the Association as designated in the resolution, which may exercise any of the functions of the Sub-Committee as specified in the resolution designating such Sub-Committee. Each Sub-Committee is accountable to the Committee.

 

 

  1. OFFICERS

 

  • Multiple Officers can hold the office of President or Treasurers, but no Officers shall hold the roles of President and Treasurer simultaneously. Officer roles may be held jointly by more than one Member. 

 

  • The Committee shall appoint all Sub-Committees and chairs thereof, and shall perform all other duties incumbent on the office of President.The Committee’s principal duties shall include developing and pursuing the Association’s strategy, establishing and maintaining relationships with industries of interest to Members and maintaining relations between the Association and the School. The President shall be a Member ex-officio of all sub-committees. If the President is not present within fifteen minutes after the time appointed for holding a meeting, the Committee Members present shall elect one of their number to be chair of the meeting. If no Committee Members are present at a meeting of Members of the Association, the Members present shall choose one of their number to chair the meeting.

 

  • The Treasurer shall keep proper books of accounts and shall prepare accounts at 30thJune each year or such other date as the Committee may determine being not more than eighteen months after the most recent accounts. The accounts shall show the financial state of the Association.The financial statement should include the income statement and balance sheet since the date of the most recent accounts. 

 

  • The Committee shall keep minutes of all meetings including a written record showing all motions and resolutions made, seconded and passed, see that all notices required to be given to the Members or the Committee shall be given. The Committee shall assign a temporary or permanent secretary as needed to perform such duties of the Committee.

 

 

  1. ELECTIONS

 

  • The election of Officers Committee shall be conducted by ballot of the Association’s Members as hereinafter set forth.

 

  • The Committee shall call for nominations, which must be in writing, proposed and seconded by Members of the Association, and accompanied by the written consent of the nominee. The nominations must state whether the individual is nominated for office, and if so which office, or as a Member at large.

 

  • The Committee shall decide whether an election is to be conducted via ballot, electronic voting or other secure and verifiable means.

 

  • For ballot elections, notice shall be sent to the Members of the Association with the notice of the General Meeting and must be returned in accordance with the instructions thereon so as to be received not later than forty-eight hours prior to the meeting.

 

  • For electronic voting elections, the Committee shall make an electronic ballot paper (or equivalent) available to Members via a website (or other electronic means) and with the notice of the General Meeting inform Members of the process for casting their vote. Such electronic votes must be returned in accordance with the instructions provided to Members by the Committee.

 

  • The results of the elections shall be announced to the Association within two weeks of the election.

 

 

  1. FINANCES AND ADMINISTRATION

 

  • The annual subscriptions shall be payable upon a Member joining the Association and renewals shall be payable before any existing subscription lapses. The annual subscription shall be such amount as shall from time to time be determined by the Committee.

 

  • The Committee shall be responsible for organising social and other functions for Members in furtherance of the objects of the Association and may charge fees for attendance at such functions. The terms and conditions associated with such events including, but not limited to, any refund policies may be agreed from time to time by the Committee and recorded accordingly.

 

  • The Committee shall, out of the monies received by the Association, pay all proper expenses of administration and management of the Association. After the payment of such expenses and the setting aside to reserve of such sums as may be deemed expedient by the Committee, the remaining funds of the Association shall be applied by the Committee in furtherance of the objects of the Association. All monies at any time belonging to the Association and not required for immediate application for its purposes shall be placed on deposit with a bank in an interest bearing account, certificate of deposit or similar investment in the name of or for the benefit of the Association as the Committee may authorise.

 

  • No Member shall receive any compensation for his services to or on behalf of the Association but shall be entitled to be reimbursed for any reasonable and proper expenses made in connection with such services as have been authorised by these By-Laws or by the Committee.

 

  • No funds of the Association shall be disbursed without prior authority of the Committee, which may be given in such form as the Committee may deem appropriate. All receipts and disbursements shall be reported to the next meeting of the Committee.

 

  • The Committee shall establish such bank accounts in the name of or for the benefit of the Association as from time to time it deems advisable. Monies received by the club shall be paid into such bank account(s). Payment and signature authorities as defined in the Policy Document.

 

  • The accounts shall be presented to the Members at a General Meeting and may, if requested, be presented to the School. The Treasurer will prepare the accounts at least on a quarterly basis for the Committee.

 

  • The Association's books, records and accounts shall be examined by two persons appointed as auditors who shall report on any accounts which are presented to Members. The Committee shall appoint the first auditors and may fill any vacancy in the office of auditors. The Members in General Meeting shall have the power to appoint other persons as auditors or to provide expressly that persons appointed by the Committee shall no longer serve as auditors provided that three weeks' notice of any such resolution has been given to all Members. The auditors may be Members of the Association but shall not be Officers or Members of the Committee.

 

 

  • NOTICES & MEANS OF COMMUNICATION

 

  • Anything sent or supplied by or to the Association under the Constitution or By-Laws may be sent or supplied in any way in which the UK Companies Act 2006 (or any successor piece of legislation) provides for notices, documents or information to be sent or supplied by or to a company including, but not limited to, any physical or electronic means. Any notice required to be given by the Constitution or these By-Laws shall, if given by electronic means, be deemed to be duly given when it is sent and, if given by non-electronic means, be deemed to be duly given to a Member if sent by post to the address of that Member last notified to the Membership Director and to be duly given to the Association if sent by post to the address of the Secretary last notified to the Membership Director.

 

 

  • AMENDMENTS

 

  • These By-Laws may be amended by a majority of Members present at an Annual or Special General Meeting of the Association in the case of an amendment proposed by the Committee and by a two-thirds Majority of Members present at an Annual or Special General Meeting of the Association in the case of the other amendments provided that notice of such amendment or repeal be contained in the notice of such meeting.

 

 

The foregoing By-Laws were adopted by the Members in a General Meeting held on the 21st day of June 2016.

 

 

________________________________

President

 

 

________________________________

President

 

 

________________________________

Committee Member

 

 

________________________________

Committee Member