Centre County Chapter of the Penn State Alumni Association
Article I: Name
The name of this organization shall be the Centre County Chapter of the Penn State Alumni Association.
Article II: Purpose
The primary purpose of the Chapter shall be through its action and activities to promote and enhance the stature of both The Pennsylvania State University and higher education. This purpose shall be met by providing support for alumni, students, applicants, faculty and administration of The Pennsylvania State University. Particular emphasis shall be placed on support for current students and their extracurricular activities, support for faculty and alumni in Central Pennsylvania who have made Penn State proud, and support to enhance student recruitment.
The Chapter is organized exclusively for charitable and educational purposes, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law).
No part of the net earnings of the Chapter shall inure to the benefit of or be distributed to its members, directors, officers, or other private persons, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make distributions in furtherance of its purposes.
No part of the activities of the Chapter shall be to promote activities or propaganda that is intended to influence legislation. The Chapter shall not participate in or intervene in any political campaign on behalf of any candidate for public office. The Chapter shall not publish or distribute any statement on behalf of any political campaign or candidate for public office.
Notwithstanding any other provision of this Constitution, the Chapter shall not carry on any other activities not permitted to be carried on by (a) a corporation/organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue law) or (b) a corporation/organization to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provisions of any future United States Revenue law).
Article III: Membership
Membership shall be open to all interested in supporting the purpose of the Chapter as defined in Article II. Payment of annual dues as specified by the Board of Directors shall be required to be a member in good standing. Payment of dues and term of membership shall correspond to the Chapter fiscal year which is from July 1 until June 30 of the following year. Only members in good standing shall receive the benefits of the Chapter.
Article IV: Board of Directors
The governing body of the Chapter shall be a Board of Directors numbering no more than twenty five (25) members. The membership of the Board shall consist of:
(1) All Chapter officers
(2) Board members elected at large by the Chapter membership.
a. Members elected at large shall serve a three-year term
b. No Board member may serve more than two full terms consecutively, except those who are serving as Vice President, President or immediate Past President, as those terms of office may extend until the officers complete their terms.
c. Board Members elected to a second consecutive term must have been re-nominated, approved by the Board Recruitment committee, and elected by the membership at the annual meeting of the Chapter.
d. Board members must remain members in good standing of the Centre County Chapter of the Penn State Alumni Association by payment of annual dues.
A standing committee called the Board of Recruitment Committee selected by the Board of Directors shall review all new nominees submitted for openings on the Board and shall select and submit names to the membership for final approval.
The past presidents of the Chapter shall serve as ex-officio members of the Board for two terms immediately following their term of office. The Chapter President shall serve as Chairman of the Board of Directors. The Chapter Secretary shall serve as Secretary of the Board of Directors. The Chapter Treasurer shall serve as a member of the Board of Directors.
In extenuating circumstances, a member of the Board of Directors may request a leave of absence of no more than one year. Vacancies on the Board, with the exception of Board officers, shall be filled by receiving a majority vote of the members of the Board present. The vote shall be to fill the remainder of the term of the person being replaced.
Board members are permitted no more than three (3) consecutive unexcused absences. An unexcused absence is defined as failure to either attend a meeting or to notify another member of the Board of Directors of the intended absence. In the event of a member exceeding three (3) consecutive unexcused absences, a vote may be brought to the Board seeking the removal of the absent member from the Board of Directors. A simple majority vote in the affirmative shall result in removal from the Board.
A quorum of the Board shall consist of one more than half of the Board membership. Ex-officio members retain the privilege of voting and are counted in the Board membership for the purposes of establishing a quorum.
Article V: Nomination and Election of Officers
The Board of Directors, at its February meeting, shall appoint a Nominating Committee consisting of five members of the Chapter, only three of whom may be selected from the Board. Announcements of the Nominating Committee shall be made to the Chapter membership within sixty days. This report of the Nominating Committee shall either be made at the next Chapter meeting or function, or its report shall appear in the mailing for the Chapter at which the election is to be held. Additional nominations may be presented upon petition of ten members of the Chapter. Such petition must be filed with the Secretary at least ten days prior to the Chapter meeting at which the election is to be held. All candidates shall have agreed to serve if elected and shall agree to attend all Chapter functions. Elections shall be held at the June Chapter meeting. Those candidates receiving the largest number of votes according to the number of positions open shall be elected to the Board of Directors.
Article VI: Officers and Duties
Chapter officers shall be the President, up to two (2) Vice Presidents, Secretary and Treasurer. Vacancies in the position of President, Vice President, Secretary or Treasurer shall be filled through a vote of the general membership, or by the Board of Directors, if necessary. This vote may take place at a regular meeting of the Chapter or through a mailing to all members. All members of the Board of Directors shall be eligible to run for a vacancy in any officer position. The person filling such a vacancy shall serve for the remainder of the term of the person being replaced.
The President of the Chapter shall preside at all meetings of the Chapter and the Board of Directors. The President shall fill all appointive posts and with the Treasurer shall be responsible for the safekeeping and disbursement of funds.
A Vice President, selected by the President, shall preside at all meetings of the Chapter and the Board of Directors in the absence of the President. Each Vice President shall serve as the Chairman of one of the standing committees.
The Secretary shall help prepare the agenda for meetings. The Secretary shall keep and mail the minutes of the meetings, shall notify members of meetings, shall notify members of the election or appointment to office, and shall act as custodian of records.
The Treasurer shall disburse, safeguard and account for the funds of the Chapter. Accounts shall be balanced by the Treasurer before each meeting so that a report may be made. The Treasurer shall cooperate with the President and other officers in the preparation of a budget for the ensuing year.
The term of office shall be one year. The President and Vice Presidents shall be limited to no more than two consecutive one-year terms. The number of consecutive one-year terms of the Secretary and Treasurer shall not be limited.
Article VII: Committees
The Executive Committee shall be composed of the roster of Chapter officers and the immediate past President of the Chapter. All actions of the Executive Committee must be approved by the majority of the members. Disbursement of funds shall be approved by the Executive Committee. Any disbursement exceeding one thousand dollars ($1,000.00) must be approved by the Board of Directors.
The Board of Directors shall be empowered to establish standing committees to carry out the major functions of the Chapter. The Chairman of each standing committee shall be a member of the Board. The President shall have the power to appoint special committees on an Ad Hoc basis as needs arise.
The Nominating Committee shall be considered a special committee formulated as provided for in Article V.
Article VIII: Meetings
The Board of Directors shall meet monthly. The full Chapter will meet on call by the President. Meetings shall be open to the public.
Article IX: Amendments
Amendments to this constitution must be submitted to the Secretary of the Board and distributed to the Board at least two weeks prior to a meeting of the Board. If a majority of the Board in attendance recommends approval of the amendment, it will then be submitted in writing to the membership of the Chapter. The proposed amendment(s) shall be distributed in writing to Chapter members at a Chapter meeting. A vote of two-thirds of the members in attendance and voting at the Chapter meeting shall be required for passage of the amendment(s).
Article X: Dissolution
Upon dissolution of the Chapter, the Board of Directors shall, after paying or making provision of the payment of all of the liabilities of the Chapter, dispose of all of the assets of the Chapter to such organizations organized and operated exclusively for charitable of educational purposes which at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law). It shall be the decision of the Board of Directors to determine which qualified organization(s) shall receive the funds.
Specifically, all non-cash assets of the Chapter shall be converted to cash, at fair market value if possible, at the best public-auction price if not. Chapter accounts payable shall have first priority for disbursement of those funds. Any remaining funds shall be assigned to The Pennsylvania State University as an unrestricted grant.
Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Centre County.
Article XI: Parliamentary Authority
The parliamentary authority for the Centre County Chapter of the Penn State Alumni Association shall be the most recently revised Robert’s Rules of Order.
Revised June 19, 2010 June 6, 2018