VI: DIRECTORS

Answer

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.

4.    Term:

(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.