Bylaws...

THE PRINCETON CLUB OF PHILADELPHIA

BYLAWS

(As amended September 23, 2014)


ARTICLE I

 

The name of this organization is The Princeton Club of Philadelphia.

 

ARTICLE II

 

Section 1. 

The Officers of this Club shall be a President, up to three Vice‑Presidents, a Secretary, a Treasurer, and an Assistant Secretary and/or Assistant Treasurer, as deemed appropriate by the Board of Governors, who shall be elected for a term of one year at the Annual Meeting of the Club.  Any officer shall be eligible to be elected (a) to succeed himself/herself, (b) to the position of any other officer, or (c) when his/her term of office expires, as a member of the Board of Governors.

 

Section 2. 

The Board of Governors shall consist of the officers above named and fifteen other members of the Club all of whom shall be voting members (subject to Article III, Section 1).  The latter shall be divided into three classes of five members each.  At each Annual Meeting one class shall be elected for a term of three years, or until the third Annual Meeting of the Club after the election of said Class.  No member of the Board of Governors shall be eligible for re‑election for more than two consecutive three-year terms; provided, however, that any member of the Board of Governors shall be eligible for election as an officer in any year.  In addition, all past Presidents of the Club shall be ex officio members of the Board of Governors for life, and all chairs or co-chairs of standing committees herein identified or subsequently created by the Board of Governors shall be ex officio members of the Board of Governors during their terms of service; such ex officio members shall be non-voting members.  

 

Section  3. 

The President shall be Chair of the Board of Governors.

 

Section  4.

In the case of the death, resignation or disability of the President, Vice‑President(s), Secretary, Assistant Secretary, Treasurer or Assistant Treasurer, the vacancy of the unexpired term shall be filled by the Board of Governors, if deemed necessary.  If any vacancy shall occur in the Board of Governors, such vacancy shall be filled by the Board of Governors until the next Annual Meeting, if deemed necessary, provided however, that the person filling such a vacancy shall be eligible for election as a member of the Board of Governors or as an officer at the said next Annual Meeting.

 

Section  5. 

Each Member of the Club shall be entitled to vote and to hold office.

 

Section  6. 

In addition to the officers stipulated herein, a Club Administrator or various others roles determined to be needed by the Board of Governors may also be appointed by the Board of Governors to conduct such administrative functions of the Club as stipulated by the Board of Governors and the President.  Any such person shall perform these duties at the direction of the President, with the advice and consent of the Board of Governors as deemed necessary by the President.  Compensation, if any, for an Administrator, or for such other roles deemed necessary, shall be determined from time to time by the Executive Committee.     

 

ARTICLE III

Section 1. 

The President shall preside at all meetings of the Club and Board of Governors, and at such meetings shall vote only in case of a tie, and shall perform such other duties as the Club or Board of Governors may assign to the President from time to time, including without limitation the authority to sign checks and pay bills, and to work with the Treasurer and the Finance Committee to oversee Club bank and investment accounts and prepare an annual budget.

 

Section 2. 

The Vice‑President shall perform all the duties of the President in the event of the absence, inability to perform, or resignation of the latter.

 

Section 3. 

In the event of the absence of the President and Vice‑President, a meeting of the Club or of the Board of Governors may elect its presiding officer.

 

Section 4. 

The Secretary shall give notice of all meetings of the Club and Board of Governors, keep the records of the Club, conduct the correspondence, furnish the Treasurer with the names of new members, and perform the usual duties of the office.  In giving notice to the members of meetings of the Club, the Secretary shall state the purpose for which the meeting is called. The Assistant Secretary shall assist the Secretary and shall perform all the duties of the Secretary in the event of the absence, inability to perform, or resignation of the latter.

 

Section 5. 

The Treasurer shall, in conjunction with the President and the Finance Committee, oversee all Club monies.  The Treasurer shall, along with the President, have the authority to sign checks and pay bills, to oversee the Club’s bank and investment accounts, and to complete an annual budget for presentation to the Board of Governors.  The Treasurer shall present at each regular meeting of the Board of Governors a written report of the Club's finances.  The Treasurer shall also present at the Annual Meeting of the Club a written report, approved by a Committee appointed by the Board of Governors, of all receipts and disbursements during the previous fiscal year.  The Treasurer shall also be ex officio a member of the Finance Committee, and may also serve as Chair of the Finance Committee, if so designated and approved by the Board of Governors.   The Assistant Treasurer shall assist the Treasurer and shall perform all the duties of the Treasurer in the event of the absence, inability to perform, or resignation of the latter.

 

Section 6. 

The officers designated in this Article III shall constitute the Executive Committee of the Board of Governors.  Additionally, the chair of the Finance Committee shall be a member of the Executive Committee.

 

Section 7. 

A President-Elect shall be named at the start of the third year of the current President’s term, with the approval of such designation at the Annual Meeting of the Club.

 

ARTICLE IV

 

Section 1. 

The Board of Governors shall meet at least four times per fiscal year including the Annual Meeting of the Club, on dates fixed by the Executive Committee, and for special meetings at the call of the President, or a written request of three members of the Board of Governors.  Meetings of the Executive Committee may take place at any time designated by the Committee.  Other than the Annual Meeting of the Club, all meetings may take place either in person or by conference call.  A quorum of any meeting of the Board of Governors shall be constituted by the presence of seven (7) Governors, including the President or any member of the Executive Committee.

 

Section 2. 

The Board of Governors, at its first regular meeting subsequent to each Annual Meeting of the Club, shall appoint at least two members of the Board who, together with the Treasurer, shall form the Finance Committee.  They shall hold office for one year, or until a successor is appointed for either.

 

Section 3. 

The Board of Governors shall appoint all Committees of the Club whose election and appointment are not otherwise specifically herein stipulated,  and shall have control and supervision over the officers and all committees with the right to request reports, explanations and resignations from such officers and committees as the Board of Governors deems reasonably necessary.

 

Section 4. 

The Board of Governors shall have power to make such rules and regulations for the government and management of the Club as it may deem prudent and necessary, in its discretion.

 

ARTICLE V

 

There shall be a Finance Committee composed as set forth in Article IV, Section 2, and a Nominating Committee composed as set forth in Article IX, Section 2.

 

ARTICLE VI

 

Section 1. 

There shall be an Alumni Schools Committee and an Annual Giving Committee, and such other committees as may be established by the Board of Governors in its discretion, including but not necessarily limited to a Parents Committee, a Princeton Women’s Network, a Young Alumni Committee, Princeton Prize in Race Relations Committee, a Community Service Committee, a Career Mentoring/Networking Committee, and such other committees deemed necessary or advisable by the Board of Governors. 

 

Section 2. 

Unless otherwise set forth herein, any person eligible for membership in the Club may participate in the activities of any Committee created hereunder. The Committees shall meet and perform their duties as needed, in the discretion of the Committee, but always subject to the oversight of the Board of Governors.

 

ARTICLE VII

 

Section 1. 

Any person shall be eligible for Club membership who has matriculated at Princeton University, or who is the parent or guardian of a son or daughter who has matriculated at Princeton University.  At the discretion and upon a vote of the Board of Governors taken at any properly scheduled meeting, Honorary Members may be inducted into the Club; such Honorary Members need not meet the membership eligibility requirements set forth above.

 

Section 2.

The Board of Governors shall fix the dues rates of all members and may, for dues purposes,  divide the membership into subclasses based on the year of graduation or other criteria, to be determined by the Board in its discretion.

 

ARTICLE VIII

 

Section 1. 

Candidates for membership shall become or continue as members upon payment of the dues for the current fiscal year, if any be required.

 

Section 2. 

The annual dues for all classes of membership shall be payable to the Treasurer annually.  

 

 

Section 3. 

All accounts for charges other than annual membership dues shall be payable promptly to the Treasurer, as directed in the notification submitted to the member.

 

Section 4. 

The Board of Governors may, in its discretion, waive any of the provisions of this Article for any member or potential member and for such period of time and upon such conditions as may seem proper to the Board.

 

ARTICLE IX

 

Section 1. 

The Annual Meeting of the Club for the election of Officers and Governors, and for the submission of reports from the Standing Committees as required, shall be held on a date selected by the Executive Committee, notice of which shall thereafter be given to the membership in a reasonable time prior to the date so selected by any reasonable means of communication, including email or other electronic means, or posted on the Club website.

 

Section 2. 

At the final meeting of the Board of Governors for each fiscal year, a Nominating Committee of three Club members shall be appointed, whose duty shall consist of compiling a recommended slate of candidates for officers and Board members of the Club, to be presented for election at the next Annual Meeting.    Alternative nominations for any or all of the positions may also be proposed by written (including email or other electronic means) petition of at least ten current members of the Club, to be presented to the President or Secretary at least five days prior to the Annual Meeting.  

 

Section 3. 

The Board of Governors may, at any time, call a special meeting of the Club; and the President, or in her/his absence the Vice‑President, shall be compelled to call a special meeting of the Club at the written request of not less than fifteen members.

 

Section 4. 

Due notice of all meetings of the Club shall be communicated to the current membership by mail or email and/or posted  continuously on the Club website at least ten days before the date for such a meeting.

 

Section 5. 

Ten members shall constitute a quorum at any meeting of the membership of the Club.

 

ARTICLE X

 

Where either gender is or may hereafter be used in these Bylaws, it shall be deemed to include the other gender.

 

ARTICLE XI

These Bylaws may be amended by vote of the majority of the Members present (assuming there is a quorum) at any meeting of the membership of the Club, provided, however, that notice of such amendment has been communicated to the current membership by mail and/or posted on the Club website for at least ten days prior to the meeting.

 

Approved this 23rd day of September 2014

Princeton Club of Philadelphia