CENTRE COUNTY CHAPTER OF THE PENN STATE ALUMNI ASSOCIATION
Chapter Bylaws
Effective as of [June 14, 2026]
Article I: NAME
Section 1. The name of this organization shall be the Centre County Chapter of the Penn State
Alumni Association (the "Chapter") as a chapter organization of the Penn State
Alumni Association (the Association”).
Article II: PURPOSE
Section 1. The mission of the Chapter is to cultivate a vibrant and engaged alumni community that
strengthens lifelong connections to The Pennsylvania State University (the “University”) and to one
another; to support and advance student engagement and recruitment; and to enrich the Centre County
Community through responsible
stewardship, service and meaningful partnership.
Section 2. The Chapter is organized solely for social, cultural, charitable, and educational
purposes, including distribution of funds to organizations that qualify as exempt
organizations under section 501 (c)(3) of the Internal Revenue Code (or corresponding provisions of
any future United States Internal Revenue Law).
Section 3. No part of the net earnings of the Chapter shall inure to the benefit of, or be
distributable 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 to
it and to make other distributions of funds in furtherance of its purposes.
Section 4. No part of the activities of the Chapter shall be the carrying on of propaganda or
otherwise attempting to influence legislation. The Chapter shall not participate or
intervene (including the publishing or distribution of statements) in any political campaign on
behalf of any candidate for public office nor in any campaign on behalf of any candidate for the
Penn State Board of Trustees, Alumni Council, or similar bodies.
Section 5. The Chapter is a chartered affiliate group of the Penn State Alumni Association and
derives its 501(c)(3) tax-exempt status through this affiliation. This charter entitles the Chapter
to obtain advice, counsel, and assistance from the Association staff for such
services as research, membership growth activities, programs and events. Such assistance may be
subsidized in part by the Association for organizational purposes, but otherwise the Chapter shall
be responsible for the costs incurred. The Chapter shall maintain its own
financial and governance responsibilities, operate in a manner consistent with the
Association policies required for chapter recognition, and use the names, trademarks, and logos of
the University and the Association only in accordance with applicable guidelines. Neither the
Association nor the University shall have authority over the Chapter s governance or day-to-day
operations.
Article III: MEMBERSHIP
Section 1. Eligibility: Membership shall be open to all members of the Association who are
interested in supporting the purpose of the Chapter as defined in Article II.
Section 2. Membership Dues: An eligible person shall pay to the Association either an annual or
lifetime membership fee, the terms of which shall be established by the Association. The Chapter
will not charge separate dues or other perceived fees for membership.
Section 3. Event Fees: The Chapter’s events and activities shall be open to the entire Penn State
community regardless of Association membership status. The Chapter may charge fees for attendance
at events, and such fees may differ for Association members vs non-members. These fees do not
constitute membership dues in whole or in part.
The Chapter may hold special Association member-only events and may give priority to Association
members where event attendance may be limited.
Article IV: BOARD OF DIRECTORS
Section 1. The governing body of the Chapter shall be composed of a Board of Directors (the
"Board”) consisting of at least nine (9) members and no more than twenty-one (21) members. The
membership of the Board shall consist of all Chapter Officers (defined in Article VI) and Board
members elected at large by the Chapter membership.
Any member of the Board may serve as the chair or co-chair for any committee, the lead of a
specialty area, or the chair of an event. However, one does not need to be on the Board to lead a
specialty area or chair an event.
Section 2. Board members shall be elected at large to serve a three-year term, unless their service
is terminated earlier as provided in this Article IV. No Board member may serve more than two (2)
consecutive full terms. After serving two (2) consecutive full terms, a Board member shall be
ineligible for re-election to the Board for a period of one (1) year.
Section 3. 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.
Section 4. Board Members elected to a second consecutive term must have been re-nominated, approved
by the Nominating Committee, and elected by the Chapter membership in accordance with Article V.
Section 5. All Board members shall maintain membership in the Association in good standing
throughout their term of service. Any person elected to the Board who is not already an Association
Member or Associate Member shall obtain such membership prior to assuming office as a member of the
Board.
Section 6. The Chapter President shall serve as Chairman of the Board.
Section 7. Each past President of the Chapter shall serve as an ex-officio member of the Board for
one, two-year term immediately following their term of office as Chapter
President. Ex-officio members retain the privilege of voting as a member of the Board and are
counted as a Board member for the purposes of establishing a quorum.
Section 8. Board members are expected to attend all scheduled Board meetings. A Board member who
fails to attend three (3) meetings within a rolling twelve (12) month period without reasonable
notice may be subject to a removal vote by the Board. Removal from the Board for more than three
(3) absences pursuant to this Section of Article IV requires the affirmative vote of a two-third
(2/3) majority of the remaining members of the Board.
Section 9. Board Members may also be removed from the Board if they fail to uphold any of the
duties described herein in any material respect or if they act in a manner determined to be
unfitting for a Chapter Board member. Unfitting conduct includes, but is not limited to
ethical violations, reputational harm, or failure to meet fiduciary responsibilities. Removal from
the Board pursuant to this Section of Article IV requires the affirmative vote of a two-third (2/3)
majority of the remaining members of the Board.
Section 10. A member of the Board may resign at any time by delivering notice to the Chapter
President. A resignation is effective at the time of delivery unless the notice specifies a future
date. In extenuating circumstances, the Board may accept a Board member s request for a leave of
absence from the Board, not to exceed a period of one year.
Section 11. Vacancies of a Board member, other than an Executive Officer, may be filled by vote of
a majority of the members of the Board present at a meeting at which a quorum is present. The
individual elected to fill the vacancy shall serve for the remainder of the
unexpired term of the Board member being replaced.
Section 12. A quorum of the Board shall consist of at least one more than one-half of the Board
members. The approval by a majority of the Board members at a duly convened
meeting at which a quorum is present shall be considered to be the act of the Board. When a
two-thirds (2/3) majority of the Board is required for a vote, electronic and absentee voting may
be permitted. Board members participating through approved electronic
means, including electronic voting, or absentee voting shall be counted toward the establishment of
a quorum.
Article V: NOMINATION AND ELECTION OF BOARD OF DIRECTORS
Section 1. Elections for all open positions on the Board shall be held every year at the Chapter’s
annual meeting (“Annual Meeting”).
Section 2. At a regularly scheduled Board meeting in February of each year, the Board shall appoint
a Nominating Committee, which shall be chaired by the Immediate Past President. In the event the
Immediate Past President is unable or unwilling to serve, the President shall designate another
member of the Board to serve as the Chair. The Nominating
Committee shall consist of the Chair and four (4) additional members of the Chapter, no more than
two (2) of whom may be members of the Board.
Section 3. The Nominating Committee shall solicit candidates for election to the Board from the
Chapter membership through Chapter communications. The Nominating
Committee shall evaluate all candidates using a Board-approved rubric and shall present a report
and recommended slate of nominees to the Board. The rubric shall consider factors such as candidate
experience, prior engagement with the Chapter, demonstrated commitment and availability,
volunteerism, and potential contributions to the Chapter and Board. The Nominating Committee may
also consider the overall composition and needs of the Board, including desired skills,
perspectives, and other relevant attributes. The rubric shall be applied consistently and equitably
to all candidates, and the Nominating
Committee shall document its evaluation process and recommendations.
Section 4. All candidates for election to the Board shall have consented to serve if elected and
shall commit to regularly attending and supporting Chapter meetings, functions, and events.
Section 5. The Nominating Committee shall solicit candidates for open Officer positions from among
the current members of the Board and shall present a slate of nominees to the Board for
consideration. In the event that two or more qualified Board members seek the same Officer position
and the Board is unable to reach a consensus, the selection shall be determined by a vote of the
members present at the Annual Meeting.
Section 6. Candidates for election to the Board shall be submitted to the general membership of the
Chapter at least thirty (30) days prior to the Annual Meeting. A minimum quorum of fifteen (15)
Chapter members must be present to constitute a quorum for
purposes of the Board election. Voting shall take place at the Annual Meeting by Chapter members
present however, the Board may authorize electronic or hybrid voting
procedures. Candidates receiving the highest number of votes for the available Board positions,
including Officer positions, shall be elected. Terms of office shall commence on July 1 of the
election year and conclude on June 30 of the applicable term year.
Article VI: OFFICERS AND DUTIES
Section 1. The officers of the Chapter (the Officers”) shall consist of a President, Vice
President, Secretary, Treasurer, and Chief Technology Officer ( CTO”). The President, Vice
President, and Immediate Past President shall each be limited to one (1) two-year term; provided,
however, that any individual serving as Vice President who subsequently
assumes the office of President shall be eligible to serve a full two-year term as President,
regardless of time previously served as Vice President. In the event the Vice President is
unable to assume the office of President, the Board may, at its discretion, appoint the current
President to serve in an interim capacity for the remainder of the term, not to
exceed two (2) years. The Secretary, Treasurer, and CTO may serve an unlimited number of
consecutive one-year terms.
Section 2. Vacancies in any Officer position, including President, Vice President, Secretary,
Treasurer, or CTO, shall be filled by a vote of the Board. All members of the Board shall be
eligible for consideration to fill such vacancies. An individual elected to fill a vacancy shall
serve for the remainder of the unexpired term of the predecessor.
Section 3. The President shall
• preside at all meetings of the Chapter, serve as Chairman of the Board and an ex-officio member
of all committees
• manage the day-to-day business of the Chapter, call Chapter and Board meetings and preside at
those meetings
• inform the Association of Chapter activities and shall be responsible for submitting all
reports as are required by the Association
• be the primary liaison with the Association and other Penn State alumni groups
• serve as the official spokesperson for the Chapter, as necessary
• be responsible to ensure proper training of executive officers and Board members
• prepare materials and agenda for meetings of the Board. Section 4. The Vice President
shall
Section 4. The Vice President shall
perform the duties of the President in the event of the absence or disability of the
President, or at the President’s request
• perform such additional duties as may be delegated by the President
• become President until the next Elections Meeting if the office of the President becomes
vacant
• automatically succeed to the office of President upon completion of the Vice President’s
two-year term and thereafter serve a two-year term as Immediate Past President, constituting a
total six-year leadership commitment unless terminated earlier in accordance with these Bylaws.
Section 5. The Secretary shall
• keep the minutes of Board meetings
• support the president in preparation of materials and agenda for meetings of the Board
• notify members of meetings
• notify members of election or appointment to office
• act as custodian of records including records of committees and partnerships
• work closely with the President and Vice President to prepare all reports as required by the
Association.
Section 6. The Treasurer shall
• safeguard, account for, and disburse the funds of the Chapter in accordance with these bylaws and
policies adopted by the Board
• ensure that all Chapter funds are maintained in one or more accounts in federally insured
financial institutions in the name of the Chapter
• maintain accurate financial records and present a financial report at each meeting of the Board
• coordinate the preparation of an annual budget in collaboration with the President and other
Officers and submit such budget to the Board for approval no later than thirty (30) days prior to
the start of the fiscal year
• oversee and administer disbursements and expenditures as authorized by the Board and in
accordance with the approved budget
• serve as an authorized signatory on Chapter financial accounts, together with the President
• ensure that financial records are available for review by authorized parties in accordance with
Board policy
• file all required tax forms and reports in accordance with applicable regulations
• complete and submit all required financial reporting to the Association.
Section 7. The CTO shall
• serve as Chair of the Technology Committee and oversee its members and activities
• have primary responsibility for the Chapter’s website and all internet-based applications and
platforms
• act as the primary liaison with the Association on the implementation and use of Chapter-related
technologies
• evaluate technology needs and make recommendations to the Board
• manage and control access, permissions, and user credentials for all Chapter technology systems;
however, the President and at least one additional Officer shall maintain secondary administrative
access to such systems.
Article VII. Financial Controls and Account Access
Section 1. The President and at least one additional Officer shall maintain secondary
administrative access to all Chapter financial accounts for continuity and oversight purposes. No
single individual shall have unilateral authority to execute disbursements
exceeding one thousand dollars ($1,000.00). All such disbursements must comply with the approval
requirements established in these Bylaws.
Article VIII: COMMITTEES
Section 1. The Officers and the Immediate past President of the Chapter shall constitute the
Executive Committee. All actions of the Executive Committee must be approved by the majority of the
members of the Executive Committee. Disbursement of Chapter funds
shall be approved by the Executive Committee; however, any disbursement exceeding one thousand
dollars ($1,000.00) per transaction must be approved by the Board. One or more related transactions
shall not be subdivided or structured in a way that would circumvent this requirement.
Section 2. The Board is authorized to establish and deactivate standing committees to carry out the
major functions of the Chapter. The President shall have the authority to appoint special
committees on an ad hoc basis as needs arise. When a committee is to be a standing committee, one
of the Board members must be the chair or co-chair. A special committee chair can be, but is not
required to be, a member of the Board. A chair of a
special committee is not automatically a member of the Board. The Nominating
Committee shall be a standing committee formulated as provided for in Article V.
Article IX: PARTNERSHIPS
Section 1. The Board may, by majority vote, authorize the Chapter to enter into partnerships or
collaborative relationships with other Penn State alumni groups or with other
organizations whose purposes and activities are consistent with the mission of the Chapter. The
terms and conditions of any such partnership or collaboration shall be approved by the Board and
the governing bodies of all other participating organizations.
Article X: MEETINGS
Section 1. The Board shall meet at least eight times per year, in person, virtually or in a hybrid
format. The Annual Meeting shall count as a Board meeting; however, committee meetings shall not
count toward this requirement.. Additional meetings may be called by the President at the
President’s discretion or upon petition to the President bearing the signature of at least
one-third (1/3) of the voting members of the Board. The President shall call such meeting within
seven (7) days after receipt of the petition and shall hold such
meeting within thirty (30) days after receipt of the petition. Section 2. The President shall have
the authority to call full Chapter meetings at his/her discretion.
Section 3. If a representative of the Association requests permission to attend a meeting of the
Board, their attendance shall be subject to approval by the Board or the President and shall be in
a non-voting, advisory capacity.
Article XI: AMENDMENTS
Section 1. Amendments to these Bylaws must be submitted to the President and Secretary of the
Board. Notice of such amendment shall be submitted to each Board member at
least two weeks prior to the Board meeting at which the amendment will be discussed. If a
majority of the Board in attendance recommends approval of the amendment(s), the proposed
amendment(s) will then be subject to a vote by Chapter members.
The proposed amendment(s) shall be distributed in writing to Chapter members in attendance at the
next Chapter meeting that takes place after the Board recommends approval of the amendment(s). A
majority vote of the members in attendance at the
Chapter meeting shall be required for passage of the amendment(s). This meeting can be held
virtually.
Article XII: DISSOLUTION
Section 1. Upon dissolution of the Chapter, the Board, after paying or making provision for the
payment of all of the liabilities of the Chapter, assign half of the Chapter s remaining
funds or other assets, up to a maximum of Five thousand ($5,000) dollars, to a holding account
established and managed by the Association (the Holding Account”) for seed
money for a future chapter that will re-establish in the Chapter s territory. The annual yield on
the Holding Account shall remain in the Holding Account for the benefit of the future chapter until
that new chapter is re-established. The remainder of the Chapter s funds or other assets not
assigned to the Holding Account will be designated for the Chapter's established Endowed
Scholarship Fund(s) with Penn State.
Article XIII: PARLIAMENTARY PROCEDURE
Section 1. The rules contained in the most current edition of Robert's Rules of Order Newly Revised
shall govern the Chapter to the extent that they do not conflict with the provisions of these
Bylaws or any other special rules of order for this organization.
Article XIV: FISCAL YEAR
Section 1. The Chapter shall operate on a fiscal year beginning on July 1 and ending on June
30 each year.