ARTICLES & BY-LAWS FOR THE 
PENN STATE ALUMNI ASSOCIATION MONTGOMERY COUNTY CHAPTER

Article I. - NAME
The name of this organization will be the Penn State Montgomery County Chapter.

Article II. - PURPOSE
The objectives of the Chapter will be to promote and enhance the stature of the Pennsylvania State University and to uphold the Penn State Chapters' Mission Statement.

This Chapter is organized exclusively for social, charitable, and educational purposes, including such purposes as 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 will inure to the benefit of, or be distributable to, its members, directors, or other private persons, except that the Chapter will be authorized and empowered to pay reasonable compensation for services rendered and to make distribution in furtherance of its purposes.

No part of the activities of the Chapter will be carrying on of propaganda or otherwise attempting to influence legislation. The Chapter will not participate in or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for political office.

Notwithstanding any other provisions of this Constitution, the Chapter will not carry on any other activities not permitted to be carried on (a) by a coalition/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) by corporation/organization contributions to which are deductible under Section 170 ( c ) (2) of the Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Law).

Article III. - MEMBERSHIP
Membership will be open to any person interested in supporting the purpose of the Chapter as defined in Article II. Members in good standing will be required to pay annual dues as specified by the Chapter Board of Directors.

Article IV. - BOARD OF DIRECTORS
The governing body of the Chapter will be the Board of Directors. The structure of the Board will consist of four (4) Chapter Officers plus additional Board Members as may be appointed by the Chapter Officers from time to time.  The current Chapter President will serve as Chairperson of the Board.  The officers' and chairpersons' titles and duties are outlined in Article VI.

Board Members and Chapter Officers are required to attend ALL board meetings. If a Board Member or Chapter Officer is unable to attend a board meeting, he/she is required to give acceptable prior notice of his/her absence from the board meeting to the Chapter President.  Any Board Member or Chapter Officer who does not attend 75 percent or more of the scheduled board meetings is subject to removal from the Board by the remaining Board Members or Officers.  Chapter Officers will fill vacant Board positions for the remainder of the term by consensus appointment.
A quorum of the Board will consist of one member less than half of the Board membership.

Article V. - NOMINATION AND ELECTION OF OFFICERS AND BOARD MEMBERS
The Board of Directors will serve a two-year term.  The two-year term of the Board of Directors will run from October 1 through September 30.

The Board of Directors, no later than September 5, in a year in which the Board of Directors are up for election, will consider nominations for Chapter Officers as listed in Article VI. All candidates must be Chapter members, have consented to serve faithfully if elected, and attend Chapter functions.

All Chapter members may attend, nominate, and vote for Board of Director candidates.  Elections will be held by secret ballot.  The ballots will he tallied by the Secretary.  The winning candidates will have received more votes than anyone of the other candidates for that office. In the event of a tie, another vote will be required; however, only those candidates who receive an equal number of votes will be placed on the successive ballots.

The newly elected officers will assume their duties immediately upon their election.  Outgoing officers will transition with the newly elected officers of their position at the earliest opportunity available.

No Chapter Officer may serve more than two consecutive terms in their elected position.

Article VI. - CHAPTER OFFICERS &  OTHER BOARD MEMBERS AND THEIR DUTIES
Chapter Officers will be President, Vice-President, Secretary, and Treasurer.  Mid-term vacancies in any Chapter Officer or other Board Member position will be filled through a vote of the Board of Directors at a regular board meeting.  The person filling such a vacancy will serve for the remainder of the term of the person being replaced.

The President of the Chapter will preside at all meetings of the Chapter and the Board of Directors.  The President, with the Treasurer, will be responsible for the safekeeping and wise disbursement of Chapter funds.  The President shall prepare the agenda for the Board Meetings.  The President, with the assistance of the Treasurer, will make a report at all meetings of the Chapter Officers and Board of Directors on the accounting of Chapter funds.

The President-Elect will work in close cooperation with the President and preside at meetings of the Chapter and the Board of Directors in the President's absence. At the conclusion of the President’s term, the President-Elect will assume the role of President of the Chapter for the following year.

The Vice-President will preside at all meetings of the Chapter and the Board of Directors where the President is unable to attend.  The Vice-President will be responsible for the overall management of committees.  The Vice-President will also have any additional roles and duties that the President,  Chapter Officers, or Board of Directors may assign from time to time.

The Secretary will keep and read the minutes of meetings, notify members of meetings, notify members of election or appointment of office, and act as custodian of Chapter records.  Minutes of each board meeting will be distributed by the Secretary to all board members, the Penn State Alumni Association, and other interested Chapter members no later than one (1) week before the next board meeting.
 
The Treasurer, in addition to the President, will have responsibilities to disburse, safeguard, and account for the funds of the Chapter.  Accounts will be balanced by the Treasurer on a regular basis and made public knowledge at each board meeting.  All Chapter checks will be signed by the President and/or Treasurer. The monthly ledger of Chapter financial activities will be open for review at any time by members of the Board of Directors.

In accordance with the other provisions of these Articles and By-Laws, the Chapter Officers can choose to elect and appoint other Board Members to serve terms concurrent with the Chapter Officers.  The other Board Member positions will be filled through a vote of the Board of Directors at a regular board meeting.  The duties and roles of the additional Board Members may involve areas such as Social Chairperson, Athletic Chairperson, Membership Chairperson, or any other duties or titles decided by the Chapter Officers.  Once appointed, additional Board Members will have equal voting rights as Chapter Officers and other Board Members of the Board of Directors.  In no event may Board Members serve more than two year terms in the appointed position.

All Chapter Board Members Chapter Officers are given the authority to collect monies for the Chapter, including the Chapter Officers themselves, will be held directly and personally accountable for all monies collected.

Article VII. - COMMITTEES
The roster of Chapter Officers will constitute the Executive Committee.  Disbursement of funds involving the Chapter must be approved by the Executive Committee. Any disbursement exceeding $1,000.00 must be approved by the entire Board of Directors.

The Board of Directors will be empowered to establish any additional standing committees necessary to carry out the major functions and goals of the Chapter.  The President will have the power to appoint special committees and chairpersons on an Ad Hoc basis as the need arises.  All committees and their chairpersons will report to the Vice-President.

Article VIII. - MEETINGS
The Board of Directors will meet as deemed necessary, but never less than six times per year. Meetings of the Board will be open to the general membership, unless a special condition arises. A representative of the University will be openly invited to attend a scheduled Board meeting.  All Board meetings will be documented by the Secretary, or appointed individual in the Secretary's absence, who will send minutes to all Board members, interested general Chapter members, and a representative of the University.

Article IX. - TERMINATION
Any Board Member may be removed from the Board of Directors by a three-quarters (3/4) majority vote of the remaining Board Members.

Article X. - AMENDMENTS
These Articles and By-Laws may be amended as deemed by the Board of Directors.  A majority of the Board members present at the meeting in which a motion has been made to amend the Articles and By-Laws is required for any changes.

Article XI. - DISSOLUTION
Upon dissolution of the Chapter, the Board of Directors will, after paying or making for provision for payment of all of the liabilities of the Chapter, dispose of all of the assets exclusively for the purposes of the Chapter, or to such organizations, organized and operated, exclusively for charitable or educational purposes as 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), as the Board of Directors will determine.

Specifically, all non-cash assets of the Chapter will be converted to cash at fair Market Value, if possible, at the best public auction price, if not.  Chapter accounts payable will have first priority for disbursement of those funds. Any remaining funds will be assigned to The Pennsylvania State University as an unrestrictive grant.

Article XII. - PRIOR AMENDMENTS AND PREVIOUS CONSTITUTION IS HEREBY REPEALED
The prior operative document for the Chapter, titled “Constitution and By-Laws for the Montgomery County Chapter of the Penn State Alumni Association,” as well as subsequent Amendments, are hereby repealed in all parts.

SO ADOPTED, this 25th day of January, 2009.