Bylaws of the Wharton HealthCare Alumni Association
REVISED Bylaws of the Wharton HealthCare Alumni Association
(As amended by
vote of WHCMAA, May 14, 2011)
organization shall be known as the "Wharton Health Care Management Alumni
Association," hereafter referred to as "the Association."
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
III: RELATIONSHIP TO WHARTON ALUMNI ASSOCIATION
Association will be organized as a club of the Wharton Alumni Association.
ARTICLE IV: MEMBERSHIP
1. Classes and Qualifications of Members
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.
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.
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.
following groups may be offered honorary membership, as approved for
eligibility by the Board of Directors from time to time:
Faculty and students currently enrolled in the Health Care Management Program.
Other individuals who have an important relationship to the program and/or the
Association or who hold influence in the health care administration field.
2. Voting and Office-holding Rights
are empowered to vote and may stand for election as directors or
officers. Affiliate and Honorary members are ineligible to vote or hold
1. Designation and Term of Office
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.
2. Method of Election
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.
3. Powers and Duties
The President shall direct the overall activities of the Association and shall
preside at all meetings of the Board of Directors.
The President shall have the power to appoint special committees, including the
The President or his/her representative shall attend the National Alumni
Association Executive Committee meeting.
The President, as a member of the Board of Directors of the Wharton Graduate
Alumni Association, shall represent Health Care Management to that
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
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.
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.
BOARD OF DIRECTORS
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
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
members may join the Board through
one of two ways:
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.
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.
Each elected/selected Board member is to serve a two-year term
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.
The Board may either call special elections, or appoint replacement
Board members to fill vacant officers' positions.
5. Powers and Duties
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
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.
The Board may levy annual dues upon the members to assist in promoting the
purposes of the Association.
The Board may institute special fund raising efforts.
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.
Directors and officers are required to participate in at least one committee
each year throughout the term of office.
1. Nominating Committee
The Nominating Committee shall consist of four members of the Board and will be
appointed by the President, defined herein.
Committee shall solicit interest from all Graduate Members of the Association
every year to seek election to the Board.
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 15th.
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 15th,.
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
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.
All Board candidates will be notified of the election outcome by the Nominating
Committee by June 15th. The Association will
be notified of the newly elected Board members no later than June 30th.
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.
2. Executive Committee
The Executive Committee shall consist of the four Officers of the
Association: the President, Vice-President, Secretary and Treasurer.
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.
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
3. Finance and Investment Committee
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.
The President shall appoint the Chair of the F&I Committee.
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.
The F&I Committee shall convene at least two times per year. Minutes
from these meetings shall be made available to the entire Board.
The F&I Committee shall provide oversight of the fiscal affairs of the
Association, including but not limited to:
Development of and annual evaluation of the Association's investment policy.
Periodic but not less than annual review of receipts and disbursements.
Periodic but not less than annual review of the investment of non-operating
funds and excess operating funds.
Periodic but not less than annual reconciliation of all checking, savings and
Annual review of income tax filings and financial statements.
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.
The President shall appoint the Chair of the Membership Committee.
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.
The Membership Committee shall convene at least two times per year.
Minutes from these meetings shall be made available to the entire Board.
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:
Cost of annual dues
Benefits to dues-paying members not afforded to non-paying members
Incentives and activities to increase the number of dues-paying members
Development of annual projections of dues income
Generation of periodic membership surveys
Periodic analysis of membership by geography, industry and others
Provision of value analysis for various membership services
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.
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
Each committee that is formed shall be represented by at least 3 alumni,
including at least 1 Board of Director member.
Each committee shall meet at least 2 times per year with minutes published for
the entire Board of Directors.
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.
2. At least two of the meetings will be held at the
University of Pennsylvania.
3. At least four weeks’ notice will be given for
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.
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.
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.
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