REVISED Bylaws of the Wharton HealthCare Alumni Association

(As amended by vote of WHCMAA, May 14, 2011)

ARTICLE I:      NAME

This organization shall be known as the "Wharton Health Care Management Alumni Association," hereafter referred to as "the Association."

ARTICLE II:    PURPOSE

The Association's principal purposes shall be to further the field of health care management and to support the goals and activities of the Health Care Management Program of the Wharton School.  To accomplish this, the Association will work to contribute to the professional development of its membership, to promote professional interaction among its members and to influence current and future thinking and directions of the health care industry.

ARTICLE III:   RELATIONSHIP TO WHARTON ALUMNI ASSOCIATION

The Association will be organized as a club of the Wharton Alumni Association.

ARTICLE IV:   MEMBERSHIP

SECTION 1.      Classes and Qualifications of Members

A.                 Graduate

A “Graduate Member” is an MBA graduate of the Wharton Health Care Management Program.  Regardless of whether dues are paid to the Association, all alumni of the Health Care Management Program are graduate members.

B.                 Full

A “Full Member” is a dues-paying MBA graduate of the Wharton Health Care Management Program.  The Board of Directors has the discretion to offer and recognize different levels of full membership.

C.                 Affiliate

An Affiliate Member” is a dues-paying Wharton MBA or PhD graduate (including WEMBA) or individual having an undergraduate degree from Wharton who, while not a graduate of the Health Care Management Program, has involvement in the health care sector and expresses interest in joining the Association.

D.                Honorary

 The following groups may be offered honorary membership, as approved for eligibility by the Board of Directors from time to time:

(i)                  Faculty and students currently enrolled in the Health Care Management Program.

(ii)                Other individuals who have an important relationship to the program and/or the Association or who hold influence in the health care administration field.

SECTION 2.      Voting and Office-holding Rights

Full members are empowered to vote and may stand for election as directors or officers.  Affiliate and Honorary members are ineligible to vote or hold elected office.

ARTICLE V:     OFFICERS

SECTION 1.      Designation and Term of Office

“Officers” shall include a President, Vice-President, Secretary and Treasurer, who shall serve two-year terms of office.  The Vice-President shall also serve as President-Elect and shall automatically assume the office of President upon expiration of the previous President's term.

SECTION 2.      Method of Election

The Vice-President, Secretary and Treasurer shall be elected from the membership for a two-year term.  The Vice-President shall serve an additional two-year term as President as noted in Section 1.

SECTION 3.      Powers and Duties

A.                       President

(i)                  The President shall direct the overall activities of the Association and shall preside at all meetings of the Board of Directors.

(ii)                The President shall have the power to appoint special committees, including the Nominating Committee.

(iii)               The President or his/her representative shall attend the National Alumni Association Executive Committee meeting.

(iv)              The President, as a member of the Board of Directors of the Wharton Graduate Alumni Association, shall represent Health Care Management to that Association.     

B.                       Vice-President

The Vice-President shall assume the duties of the President in the absence of the President.  In the event of a vacancy in the office of the President, the Vice-President shall succeed to the Presidency for the unexpired portion of the term and the office of Vice-President shall be declared vacant

C.                       Secretary

The Secretary shall keep minutes of all meetings of the Association.  Copies of the minutes shall be sent to all members of the Board of Directors and remain on file for membership inspection.  He/she shall prepare and promulgate ballots and meetings notices.

D.                      Treasurer

The Treasurer shall bill for and collect all dues.  He/she shall prepare the Association's budget to be approved by the Board of Directors and shall present the Treasurer's report at the meetings of the Board of Directors.

ARTICLE VI:   BOARD OF DIRECTORS

SECTION 1.      There shall be a Board of Directors of no more than twenty two (22), comprised of eighteen directors and four Officers, hereafter referred to as "the Board."  It is the goal of the Association that the Board represents the diversity of alumni, in terms of year of graduation and professional interests

SECTION 2.      There shall be at least two ex-officio, non-voting members of the Board, one student from each Health Care Class.  In addition, up to two (2) Affiliate members of the WHCMAA may be designated as ex-officio, non-voting members of the Board.  Other individuals may be designated as ex-officio, non-voting members of the Board.

SECTION 3.      Board members may join the Board through one of two ways:

(i)                   Election to the Board may be by mail ballot or electronic voting.  Up to Nine (9) Board members may be elected in a given year.

(ii)                 Selection of additional Board members is to be done through the Nominating Committee.  The Board shall have a maximum of Four (4) selected Board members, and Two (2) Affiliate, ex-officio, non-voting Board members at any given time.

SECTION 4.      Tenure

(i)                  Each elected/selected Board member is to serve a two-year term

(ii)                No member shall serve more than three complete consecutive terms on the Board, with the exception of an officer who is completing his/her term as officer.  Notwithstanding, no member, including officers, may serve more than four consecutive terms.

(iii)          Board members must notify the Executive Committee at the end of their two-year term as to whether they intend to run for an additional term, provided they are eligible to serve an additional term.  Returning Board members will be reviewed by the Nominating Committee to determine eligibility for election by the membership.

(iv)           The Board may either call special elections, or appoint replacement Board members to fill vacant officers' positions.

SECTION 5.      Powers and Duties

(i)                  The Board shall have a minimum of three meetings annually.  Board meetings may be conducted via conference call and/or via webinars, as deemed appropriate by the Executive Committee. 

(ii)                The Board shall have full power to act for the Association and any action taken by said Board shall be binding unless repealed by a two-thirds vote of the members of the Association present at a stated meeting.

(iii)               The Board may levy annual dues upon the members to assist in promoting the purposes of the Association.

(iv)              The Board may institute special fund raising efforts.

(v)                Directors and officers are required to participate in at least two Board meetings per year, and may not miss two or more consecutive meetings.  The Officers may waive this requirement in individual cases.

(vi)              Directors and officers are required to participate in at least one committee each year throughout the term of office.

ARTICLE VII:  COMMITTEES

SECTION 1.      Nominating Committee

(i)                  The Nominating Committee shall consist of four members of the Board and will be appointed by the President, defined herein.

(ii)                Duties

The Nominating Committee shall solicit interest from all Graduate Members of the Association every year to seek election to the Board.  

(iii)               Procedures

(a)          The Nominating Committee will send a notice to all Graduate Members of the Association regarding available positions and seeking interested Alumni to submit their names in order to be elected to the Board.  This solicitation of interest shall be distributed to the Association no later than April 15^th.  

(b)         The Nominating Committee will review all interested candidates, including any returning Board member, and at least one member of the Committee will interview each candidate in person or by telephone. The Nominating Committee will submit the full ballot containing the names of all eligible members who fulfill the requirements to be elected to the Board to the Full Members of the Association no later than May 15^th,.  

(c)          In addition, every two years, and for special elections as necessary, an Executive Slate will also be submitted to the Association for a vote by those members who are eligible.  The Executive Slate will be composed of the President-elect, and his/her nominees for Vice President, Treasurer and Secretary.

(d)         The Full Members of the Association will have a period of time, of at least 10 days, to vote for the Board as well as the Executive Slate, if applicable.

(e)          All Board candidates will be notified of the election outcome by the Nominating Committee by June 15^th.  The Association will be notified of the newly elected Board members no later than June 30^th.

(f)           Notwithstanding the above, the Board of Directors (through recommendation of the Executive Committee and appointed by supermajority of the Board) maintains an option to select up to four (4) voting board members, and one (1) affiliate, non-voting, Board member every year during the election process.  In addition, if a Board member resigns during his/her term of office, a replacement may be selected by the Board of directors at that time to complete the term of the departed director.

SECTION 2.      Executive Committee

(i)                       The Executive Committee shall consist of the four Officers of the Association:  the President, Vice-President, Secretary and Treasurer.

(ii)                The Executive Committee shall have the authority to implement the directives of the Board of Directors.  The President shall report any actions taken on behalf of the Board at each Board meeting.

(iii)               The Executive Committee shall convene in person or by telephone at least 3 times per year.  Minutes from these meetings will be available to the entire Board.  

SECTION 3.      Finance and Investment Committee

(i)                  The Finance and Investment Committee, hereafter "F&I Committee," shall consist of up to eight (8) members, including the Treasurer, who shall not serve as Chair, at least two (2) other members of the Board, one of whom shall serve as Chair, and up to three (3) other members of the Association.  Each member may be ratified for up to two (2) two-year terms.  If two thirds or more of the Committee’s terms are scheduled to expire at the same time the Board may ratify one (1) or three (3) year term(s) for a member or members so that less than two thirds of the terms will expire at the same time.  In no event shall a member serve more than five (5) consecutive years on the Committee.

(ii)                The President shall appoint the Chair of the F&I Committee.

(iii)               The Chair of the F&I Committee shall present the slate of candidates for the Committee to the Board of Directors at the first Board meeting following the annual elections for ratification by the full Board.

(iv)              The F&I Committee shall convene at least two times per year.  Minutes from these meetings shall be made available to the entire Board.

(v)                The F&I Committee shall provide oversight of the fiscal affairs of the Association, including but not limited to:

(a)          Development of and annual evaluation of the Association's investment policy.

(b)         Periodic but not less than annual review of receipts and disbursements.

(c)          Periodic but not less than annual review of the investment of non-operating funds and excess operating funds.

(d)         Periodic but not less than annual reconciliation of all checking, savings and investment accounts.

(e)          Annual review of income tax filings and financial statements.

SECTION 4.   Membership Committee

(i)                  The Membership Committee shall consist of at least three (3) members, including one officer of the Association.  Each member shall serve a term of two (2) years.  A member may serve an unlimited number of terms.

(ii)                The President shall appoint the Chair of the Membership Committee.

(iii)               The Chair of the Membership Committee shall present the slate of candidates for the Committee to the Board of Directors at the first Board meeting following annual elections for ratification by the full Board.

(iv)              The Membership Committee shall convene at least two times per year.  Minutes from these meetings shall be made available to the entire Board.

(v)                The Membership Committee shall make recommendations to the Board of Directors on all matters related to the retention of the Association’s membership including but not limited to:

(a)                Cost of annual dues

(b)               Benefits to dues-paying members not afforded to non-paying members

(c)                Incentives and activities to increase the number of dues-paying members

(d)               Development of annual projections of dues income

(e)                Generation of periodic membership surveys

(f)                 Periodic analysis of membership by geography, industry and others

(g)                Provision of value analysis for various membership services

(vi)              The Membership Committee shall prepare a dues solicitation letter each Spring and any subsequent reminders and/or correspondence, including acknowledgment of contributions, and shall monitor and report on the activities of the committee at each meeting of the Board of Directors.

SECTION 5.   Additional Committees

(i) Additional committees may be formed to represent the primary areas of focus and interest of the Association. Examples of committees may include, but are not limited to: alumni events, awards, communications, community service, career development, and long-range planning.                    

(ii) Each committee that is formed shall be represented by at least 3 alumni, including at least 1 Board of Director member. 

 (iii) Each committee shall meet at least 2 times per year with minutes published for the entire Board of Directors.

ARTICLE VIII:         MEETINGS

SECTION 1.      The Board and the Association shall meet at least three times each year, in the Fall, the Winter and the Spring, and at such other times as the President may deem necessary.

SECTION 2.      At least two of the meetings will be held at the University of Pennsylvania.

SECTION 3.      At least four weeks’ notice will be given for meetings.

SECTION 4.      A quorum shall be five (5) directors and an officer.  All actions taken shall be by the majority vote of the members present and voting.  Present is defined to be either physically present or by participation in a teleconference call.

 ARTICLE IX:   REMOVAL FROM OFFICE

In case of neglect of duty or violation of the Bylaws by an officer or member of the Association, upon petition of five members, the Board may by two-thirds absolute vote move to place the Board member in question on probation for 90 days or take whatever other action it deems advisable, including immediate expulsion.  In the event that a Board member has been placed on probation, the President, or Vice President if the member in question is the President, will arrange a meeting to discuss corrective actions with the member. At the end of the 90 day period, the Board will review the status of the Board member, if by a two-thirds absolute vote, the member has not sufficiently cured his or her behavior, then the Board may vote to have the member expelled from the Board.   There must be two weeks' written notice to the Board prior to such vote.

ARTICLE X:     AMENDMENTS

Amendments may be made to the Bylaws by a majority vote of the Board present at a meeting.  This is subject to ratification by a majority vote of the Association returning the mail or electronic ballot.  Mail or electronic ballots must be received by the Secretary within thirty (30) days after the date of mailing or electronic submission.  The ballots shall be tabulated by an automated convention or be reviewed by two members, appointed by the President, who will count ballots with the Secretary.

ARTICLE XI:   PARLIAMENTARY AUTHORITY

In the absence of any constitutional provisions to the contrary, all meetings of the Association, or any of its components, shall be governed by the parliamentary rules and usage contained in the then current edition of Robert's Rules of Order Revised.