REVISED Bylaws of the Wharton HealthCare Alumni Association - as of March 3, 2015
(As ratified by vote of the WHCMAA full members, March 2, 2015)
1. This organization shall be known as the “Wharton Health Care Management Alumni Association,” hereafter referred to as the “Association”.
1. The Association's mission is to support the Wharton Health Care Management Program and its students; contribute to the lifelong learning of its membership; and contribute to the health care sector through service, leadership, and education.
1. The Association will be organized as a club of the Wharton Alumni Association.
1. Classes and Qualifications of Members:
(a) There shall be four classes of membership: (1) Graduate, (2) Full, (3) Affiliate, and (4) Honorary.
(i) 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.
(i) A “Full Member” is a dues-paying MBA graduate of the Wharton Health Care Management Program. The Full Members constitute the voting Membership of the Association eligible to vote in all elections and on all matters requiring a vote of the Membership.
(3) Affiliate: Class I and Class II
(i) A “Class I Affiliate Member” is a dues-paying Wharton MBA or PhD graduate (including WEMBA), or an individual having an undergraduate degree from Wharton. A "Class II Affiliate Member" is a graduate of the Allied Schools of Health from the University of Pennsylvania, including, but not limited to, the Schools of Medicine, Dentistry, Nursing, and Biomedical Engineering, who, while not a graduate of Wharton has involvement in the health care sector and expresses interest in joining the Association.
(i) The following groups may be offered honorary membership, as approved for eligibility by the Board of Directors from time to time:
a. Faculty and students currently enrolled in the Health Care Management Program.
b. Other individuals who have an important relationship to the program and/or the Association or who hold influence in the health care management field.
2. Voting and Office-Holding Rights:
(a) Full members are empowered to vote on all matters that come before the Membership and may stand for election as Directors. Class I and Class II affiliate members are non-voting members. Class I affiliate members may be appointed by the President and approved by the Board as Directors with voting privileges on Board matters. Class II affiliate members may be appointed by the President and approved by the Board of Directors but do not have voting privileges on Board matters. Honorary Directors are ineligible to vote or hold elected office.
1. Designation and Term of Office:
(a) “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.
2. Method of Election:
(a) The Vice-President, Secretary and Treasurer shall be elected from the Full membership for a two-year term. The Vice-President shall serve an additional two-year term as President as noted in Section 1(a) above.
3. Powers and Duties:
(1) The President shall direct the overall activities of the Association and shall preside at all meetings of the Board of Directors.
(2) The President shall have the power to appoint special committees, including the Nominating Committee.
(3) The President or his/her representative, if possible, shall attend the National Alumni Association Executive Committee meeting.
(4) The President, as a member of the Board of Directors of the Wharton Graduate Alumni Association, shall represent Health Care Management to that Association.
(1) 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.
(1) 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 and shall chair the Nominating Committee.
(1) The Treasurer shall bill for and collect all dues. He/she shall prepare the Association's budget and other financial statements (e.g. income and balance sheet) to be approved by the Board of Directors and shall present the Treasurer's report at the meetings of the Board of Directors.
1. There shall be a Board of Directors not to exceed twenty one (21) voting Directors (full and affiliate members whether elected or appointed) 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 class of the Wharton MBA Health Care Program. In addition, no more than two (2) Wharton Class I Affiliate members of the Association may be designated as voting members of the Board with a 2 year term. Other individuals may be designated as ex-officio, non-voting members of the Board.
3. Board members may join the Board through one of two ways:
(a) The Nominating Committee shall nominate up to eleven (11) Full members each year to be elected by the Membership by mail ballot or electronic ballot.
(b) The Nominating Committee may, but is not required to, recommend to the President for appointment to the Board up to four
(4) Full members and two (2) Class I Affiliate Board members at any given time.
(a) Each Director is to serve a two-year term.
(b) No Director, including appointed Directors, shall serve more than three complete consecutive terms or 6 years on the Board, with the exception of an officer who is completing his/her term as officer.
(c) 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.
(d) In order to fill a vacancy of a Director, the President may either (1) call a special election or (2) appoint a person to fill a vacant Director’s position for the unexpired term. In order to fill a vacancy of an officer, the President shall nominate a Director to fill the vacancy to be ratified by a majority of the Board of Directors.
5. Powers and Duties:
(a) The Board shall have a minimum of three meetings annually. Board meetings may be conducted via web enabled, audio or video conference call, as deemed appropriate by the Executive Committee. At least two (2) of the meetings will be held at the University of Pennsylvania. A conference call and/or webinar qualifies as a Board meeting as long as a quorum is present.
(1) At least 10 days’ advance written notice will be given for all Board meetings except for Special Meetings.
(b) 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 Membership of the Association.
(c) The Board may levy annual dues upon the members to assist in promoting the purposes of the Association.
(d) The Board may institute special fund raising efforts.
(e) 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.
(f) Directors and officers are required to participate in at least one committee each year throughout the term of office.
(g) A Director of the Association shall stand in a fiduciary relation to the Association and shall perform his/her duties as a Director, including his/her duties as a member of any committee of the board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interests of the Association, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:
(1) One or more officers or employees of the Association whom the Director reasonably believes to be reliable and competent in the matters presented.
(2) Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such person.
(3) A committee of the board upon which he/she does not serve, and which the Director reasonably believes to merit confidence.
(h) A Director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance/judgment to be unwarranted/compromised.
(i) In discharging the duties of their respective positions, the Board of Directors, committees of the Board and individual Directors may, in considering the best interests of the Association, consider the effects of any action upon employees, upon suppliers and customers of the Association and upon communities in which offices or other establishments of the Association are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. Absent a breach of fiduciary duty, a lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Association.
(j) A Director of the Association shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(1) The Director has breached or failed to perform the duties of his office under this section.
(2) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
(k) The provisions of this section shall not apply to:
(1) The responsibility or liability of a Director pursuant to any criminal statute or;
(2) The liability of a Director for the payment of taxes pursuant to local, state or federal law.
(l) Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses for attendance, if any, may be allowed for attendance at each regular or special meeting of the Board provided, that nothing contained herein shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore.
(m) The Board shall adopt anti-fraud and record retention policies and other such policies as required by law from time to time.
1. Except as specifically stated otherwise, only a majority vote (i.e. a majority of those present) of the Board where a quorum is present shall constitute a legally binding action of the Association. A quorum shall be a simple majority of Directors. A Director is considered present if he or she is either physically present or by participating by web enabled, audio or video conference call at the time that a meeting is called to order or when a vote takes place.
2. The Association may transact all lawful business consistent with the laws of the Commonwealth of Pennsylvania and consistent with its tax exempt purpose under the Internal Revenue Code of 1986, as amended. The Association shall make no purchase of real property, and shall not sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of a majority of the Board of Directors (where a quorum is present) at a duly constituted meeting.
3. Whenever the lawful activities of the Association involve among other things the charging of fees or prices for its services or products, the Association, consistent with its tax exempt purpose, shall have the right to receive such income and, in so doing, may make a profit. All such profits shall be applied to the maintenance and operation of the lawful activities of the Association, and in no case shall be divided or distributed in any manner whatsoever among the members, Directors or officers of the Association or any other private individuals.
4. All checks or demands for money and notes of the Association shall be signed by such officer or officers as the Board of Directors may from time to time designate.
1. There shall be four Standing Committees of the Board. They shall include: (1) the Executive Committee, (2) the Nominating Committee, (3) the Finance and Investment Committee and (4) the Membership Committee. Each Standing Committee shall meet at least 2 times per year (except for the Executive committee as per below) with minutes published for the entire Board of Directors. Special Committees may be appointed by the President. Each Special Committee that is formed shall consist of at least 3 members, including at least 1 Director and may include members who are not Directors or members of the Membership. The President shall designate a chair of each standing or special committee and each committee member. All Committee members shall serve at the pleasure of the President and may be removed for any reason by the President. The President shall present the slate of candidates for the Standing Committees to the Board of Directors at the first Board meeting following the annual elections for ratification by the full Board.
2. Nominating Committee
(a) The Nominating Committee shall consist of three (3) members of the Board appointed by the President including the Secretary who shall be Chair of the Committee.
(b) The Nominating Committee shall solicit interest from all Full Members of the Association every year to seek election to the Board.
(c) The Nominating Committee will send a notice to the Membership of the Association regarding available positions and requesting interested Members to submit their names in order to be nominated for election to the Board. This solicitation of interest shall be distributed to the Membership no later than April 15th.
(1) 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 report the names of all interested members and proposed candidates for election to the Board as well as submit the ballot containing the names of all proposed candidates who fulfill the requirements to be elected to the Board to the Membership 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 the Membership. The Executive Slate shall be composed of the President-elect, and his/her nominees for Vice President, Treasurer and Secretary report to the board nominations and those selected.
(2) The Membership will have at least ten (10) days after receipt of notice to vote for the candidates for Director as well as the Executive Slate, if applicable.
(3) All candidates for Director will be notified of the election outcome by the Nominating Committee by June 15th. The Membership will be notified of the newly elected Directors no later than June 30th.
3. The Executive Committee:
(a) The Executive Committee shall consist of the four Officers of the Association: the President, Vice-President, Secretary and Treasurer.
(b) The Executive Committee shall have the authority to act in place of the Board between Board meetings and to implement the directives of the Board of Directors. The President shall report any actions taken on behalf of the Executive Committee at each Board meeting.
(c) The Executive Committee shall convene in person or by web enabled, audio or video conference call at least 3 times per year as deemed appropriate by the President.
4. Finance and Investment Committee:
(a) The Finance and Investment Committee, hereafter “F&I Committee,” shall consist of up to seven (7) 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 four (4) other members from the Membership.
(b) The F&I Committee shall provide oversight of the fiscal affairs of the Association, including but not limited to:
(1) Development of and annual evaluation of the Association's investment policy.
(2) Periodic but not less than annual review of receipts and disbursements.
(3) Periodic but not less than annual review of the investment of non-operating funds and excess operating funds.
(4) Periodic but not less than annual reconciliation of all checking, savings and investment accounts.
(5) Annual review of income tax filings and financial statements.
5. Membership Committee:
(a) The Membership Committee shall consist of at least three (3) members, including one officer of the Association.
(b) 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:
(1) Cost of annual dues.
(2) Benefits to dues-paying members not afforded to non-paying members.
(3) Incentives and activities to increase the number of dues-paying members.
(4) Development of annual projections of dues income.
(5) Generation of periodic membership surveys.
(6) Periodic analysis of membership by geography, industry and others.
(7) Provision of value analysis for various membership services.
(c) 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.
1. In case of neglect of duty or violation of the Bylaws by an Officer or Director, upon petition of five (5) Full members, the Board may move by two-thirds vote of the Directors at a meeting where a quorum is present 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, and if, the member has not sufficiently cured his or her behavior, then the Board may move by a two thirds vote of the Directors at a meeting where a quorum is present, to have the member expelled from the Board. There must be two (2) weeks' written notice to the Directors in advance of the special meeting and the notice must contain the date, time and location of the meeting and the topic to be discussed.
1. Amendments may be made to the Bylaws by a majority vote of the Board present at a meeting where a quorum is present. This is subject to ratification by a majority vote of the Membership 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 as determined by the Board.
1. 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. Any conflict between Robert’s Rules of Order Revised and these Bylaws shall be resolved in favor of these Bylaws.
1. The Association shall indemnify each of its Directors, officers and employees whether or not then in service as such, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a Director, officer or employee of the Association. The Association may retain officers and Directors liability insurance and other types of insurance in amounts determined by the Board. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Association for negligence or misconduct in the performance of his or her duty as Director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to indemnity for expenses shall also apply to the expenses of lawsuits which are settled provided that the court having jurisdiction of the matter shall approve such settlement. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, officer or employee may be entitled.
1. The purpose of the conflicts of interest provisions set forth in this Article XIV is to protect the Association’s interest when it is contemplating entering into a contract, transaction, or arrangement that might benefit the private interest of a Director, officer, or key employee of the Association. This Article XIV is intended to comply with certain requirements for federal tax exemption, and not to replace, any applicable state laws governing conflicts of interest applicable to nonprofit and charitable Associations.
(a) Interested Person. A person is an interested person with respect to a contract, transaction, or arrangement if the person is a Director, officer or one of the three (3) most-highly paid employees of the Association and has a direct or indirect financial interest in a contract, transaction, or arrangement, as defined below.
(b) Financial Interest. A person has a financial interest in a contract, transaction, or arrangement if the person, or a spouse, parent, sibling, or child of the person in each case either directly or indirectly through one or more intermediary entities:
(1) Is a party to, or expects to be an assignee of, the contract, transaction, or arrangement;
(2) Has an actual or potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association has or is contemplating or negotiating the contract, transaction, or arrangement; or
(3) Holds or expects to hold a position as an officer, Director, trustee, member or other similar authority (whether or not an ownership, investment or compensation arrangement is also present) with any entity or individual with which the Association has or is contemplating or negotiating the contract, transaction, or arrangement.
(4) Compensation includes direct and indirect remuneration as well as gifts or favors that are material in amount. A contract, transaction, or arrangement includes, without limitation, a grant or program involving the Association and any entity or individual. A financial interest shall not include a person's ownership of less than five percent (5%) of any class of publicly traded securities of any entity.
(c) Conflict of Interest. A financial interest is not necessarily a conflict of interest. Under this Article XIV, a person who has a financial interest shall be presumed to have a conflict of interest unless the Board of Directors decides that a conflict of interest does not in fact exist pursuant to the procedures set forth in Article XIV.
(a) Duty to Disclose. Each person who is an interested person with respect to a contract, transaction, or arrangement that the Association is considering or negotiating shall disclose to the Board of Directors, in writing, all material facts relating to his or her financial interest in the contract, transaction, or arrangement and all material facts relating to the contract, transaction, or arrangement.
(b) Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with each interested person, an interested person shall be presumed to have a conflict of interest unless the Board of Directors, without the presence or vote of any interested person, discusses and determines by a majority vote that the interested person does not have a conflict of interest with respect to the contract, transaction, or arrangement.
(c) Procedures for Addressing a Conflict of Interest. If the Board of Directors determines that an interested person has a conflict of interest with respect to a contract, transaction, or arrangement:
(1) The interested person may make a presentation to the Board of Directors regarding the contract, transaction, or arrangement with respect to which the interested person has a conflict of interest, but after such presentation, shall not participate in the discussion of, or the vote on, any determination relating to the contract, transaction or arrangement.
(2) The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed contract, transaction, or arrangement.
(3) The Board of Directors shall not approve the contract, transaction, or arrangement with respect to which an interested person has a conflict of interest unless, after exercising due diligence, the Board of Directors, without the presence or vote of any person who has a conflict of interest, discusses and determines by a majority vote that (a) the Association cannot obtain a more advantageous contract, transaction, or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest, (b) the contract, transaction, or arrangement is in the Association's best interest and for its own benefit, and (c) the contract, transaction, or arrangement is fair and reasonable to the Association.
(d) Violations of the Conflicts of Interest Policy. If the Board of Directors has reasonable cause to believe that a person has failed to disclose a financial interest in or an actual or potential conflict of interest with respect to a contract, transaction, or arrangement, the Board shall inform such person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the Board determines that the person has in fact failed to disclose an actual or potential conflict of interest, the Board shall take appropriate disciplinary and corrective action, including possible removal of the person from office.
4. Records of Proceedings. The minutes of the Board of Directors and all committees of the Board shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with a contract, transaction, or arrangement; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the Board's decision as to whether a conflict of interest in fact existed; and
(b) The names of the persons who were present for discussions and votes relating to the contract, transaction, or arrangement; the material content of the discussion, including any alternatives to the proposed transaction or arrangement that were considered; and a record of any votes taken in connection therewith.
5. Periodic Reviews. To ensure that the Association operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, the Board of Directors shall ensure that periodic reviews are conducted by or under the direction of the Finance and Investment Committee, which shall, at a minimum, include reviews of whether (i) the Association's compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining, and (ii) the Association's contractual and other arrangements with third parties, such as service providers, conform to the Association's written policies, are properly recorded, reflect reasonable payments for goods and services, further the Association's charitable purposes and do not result in inurement or impermissible private benefit. In conducting such periodic reviews, the Finance and Investment Committee may, but need not, use outside advisors. If outside experts are used their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.
1. Acknowledgment Statements. Each Director and officer, and each employee, shall sign a statement which affirms that such person has received a copy of these Bylaws, including Section XV, has read and understands this Section XIV, has agreed to comply with this Section XIV, and understands that the Association is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.