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Bylaws 07.01.2015





Chapter Bylaws

Effective as of July 1, 2015

Article I:  NAME

The name of this organization shall be the Greater Atlanta Chapter of the Penn State University Alumni Association (the "Chapter").

Article II:  PURPOSE

Section 1. The objectives of the Chapter shall be to promote and enhance the stature of the Pennsylvania State University ("Penn State") and higher education in general.

Section 2.  The Chapter is organized exclusively for social, cultural, charitable and educational purposes, including distributions 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.

Section 5.  Notwithstanding any other provision of these Bylaws, the Chapter shall not carry on any other activities not permitted to be carried on (a) by 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) by a corporation/organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law).


Section 1.  Membership shall be open to any person residing in the greater metropolitan Atlanta, Georgia area who is a current or former undergraduate or graduate student of Penn State or parent(s) of same or friend(s) of Penn State University interested in supporting the purposes of the Chapter as described in Article II. Members of the Chapter shall be required to pay annual dues as specified by the Board of Directors in order to remain in good standing.  Only members in good standing may vote in Chapter elections.


Section 1.  The governing body of the Chapter shall be composed of a Board of Directors (the "Board") of not less than 5 or more than 21 members. The Executive Officers of the Board (known as the Executive Committee) shall consist of four (4) directors and is to be comprised as follows:

  • President
  • Vice President
  • Secretary
  • Treasurer

The other members of the Board shall be the Chairperson or Co-Chairperson(s) of each standing committee and shall not exceed 10 standing committees in number.  The number of committees may vary, and the Board has the authority to add or delete committee chairs depending on the needs and circumstances and requires a two-thirds (2/3) majority of the entire board to make such changes.

Examples of committee chairs may include but are not limited to the following:
  • Alumni Relations
  • Sports Programming
  • Social
  • Scholarship
  • Membership
  • Community Service
  • Communications
  • Diamonds over Georgia
  • Recruiting


In addition, there shall be up to seven (7) Members-At-Large on the Board, including the past president. 

Section 2.  Board members are elected at large to serve a two-year term, unless terminated earlier, as set forth in Article V, Section 4.  Board members, with the exception of the President, may be re-elected. A two-term limit (4 consecutive years) applies to the Vice-President, Treasurer and Secretary position.   When the nominating committee reports the slate of candidates to the Board, and they cannot recruit a candidate for the position of Vice-President, Secretary or Treasurer, the nominating committee may recommend to the Board the seated Vice-President, Secretary or Treasurer be nominated for a third consecutive term.  A two-thirds (2/3) majority of the full Board is necessary to accept the nominating committees recommendation that the seated Vice-President, Secretary or Treasurer be placed on the slate of candidates for a third consecutive term.  The Executive Officers of the Board must have graduated from the University with either an undergraduate or graduate degree.  Any active (dues paying) chapter member may be elected to the board as a Committee Chair or as a Member-at-Large.  In addition, all board members must be an active (dues paying) member of the national Penn State University Alumni Association. 

Section 3.  The past president of the Chapter is eligible to serve as an ex-officio member of the Board following his/her term of office for two years, if he/she so desires. The past president may serve as the chairperson of a committee, Secretary, or Treasurer, by vote of two-thirds (2/3) of the Board of Directors, but may not serve as Vice-President or President of the Chapter for a period of two years thereafter. If the past president elects to serve as an ex-officio member of the board, he/she retains full rights to vote on all Board matters.

Section 4.  Voting members of the Board are expected to attend at least seven (7) Board meetings per year. Failure to comply is grounds for dismissal from the Board.  Dismissal requires a two-thirds (2/3) majority from the entire board.  The Chapter shall meet on a regular basis. Meetings shall be established by the President of the Board.

Section 5.  Vacancies of Directors shall be filled by vote of a majority of the members of the Board for the remainder of the term of the person being replaced.

Section 6.  A quorum of the Board shall consist of at least one-half of the voting Board members.  It is further recommended that when a 2/3-majority is required by the full Board, electronic voting be permitted.


Section 1.  There shall be a Nominating Committee to select a slate to fill the positions on the Executive Committee.  This Committee shall be composed of at least three (3) but preferably five (5) members in good standing.  One of the Committee members must be a current Board member if the Committee is composed of three members and two Board members if the Committee is composed of five members, but no Committee member from the Board may be a candidate for election to the Executive Committee.  In either case, it is preferable, but not mandatory, that the one of the Nominating Committee members be the outgoing president. One of the members from the board will serve as the chair of the committee.  The board of directors must approve the nominees to serve on the Nominating Committee.   All committee members must be an active (dues paying) chapter member.   

Section 2.  Guidelines will be issued to the Nominating Committee regarding time-frames and deadlines in carrying out their duties.  Furthermore, the Nominating Committee and current board members are encouraged to provide input to each other regarding potential candidates.

Section 3. 
The new slate of approved Executive Committee members will serve as the Nominating Committee to select a slate for the various standing chair and members-at-large positions from interested current members of the Chapter.  Open prospective committee chair positions shall be selected first from Board members-at large, if possible, then from other current board chair members, and finally, from Chapter members.  The Committee will submit the nominees to the entire board for approval at the next regularly scheduled board meeting, or sooner at a specially called board meeting if warranted.   Additional nominations, whether for a slate of officers or other board positions may be presented upon petition of ten members of the Chapter, filed with the Secretary at least thirty days prior to the Chapter meeting at which the election is to be held.  Prior to their candidacy, all candidates shall have agreed to serve if elected.

Section 4.  Elections shall be held at a general Chapter meeting of the Board’s choosing, or by electronic voting. Those candidates receiving the largest number of votes for the open position shall be considered elected to the Board of Directors. The term of office shall commence on July 1st of the election year.

Section 5.  Committee Chairs shall serve at the pleasure of the Executive Committee or until their successor has been nominated and approved by the Board.  Members of the Executive Committee may only be removed for cause and only upon the vote of two-thirds majority of the Board of Directors.


Section 1.  Chapter Executive officers shall be President, Vice-President, Secretary, and
Treasurer. Vacancies in any executive officer position shall be filled through a vote of the Board of Directors at a regular Board meeting. All members of the Board of Directors shall be eligible to run for a vacancy in any Executive Officer position. The person filling such vacancy shall serve for the remainder of the term of the person replaced.

Section 2.  The President shall serve a single 2-year term and shall preside at all meetings of the Chapter and serve as Chairman of the Board and an ex-officio member of all committees. He/she shall manage the day-to-day business of the Chapter, call Chapter and Board meetings and preside at those meetings. The President shall inform the Penn State Alumni Association (the "Alumni Association") of Chapter activities and shall be responsible to submit all reports as are required by the Alumni Association. The President shall be the primary liaison with the Alumni Association and shall be responsible to ensure proper training of executive officers and Board members.

Section 3.  In the event of the absence or disability of the President, or at his/her request, the Vice-President shall perform the duties of the President. He/she shall perform such additional duties as may be delegated to him/her by the President. If the office of the President becomes vacant, the Vice-President shall become President until the next annual election of officers by the Board. The Vice-President may be the President-Elect and may succeed to the office of President upon a majority vote of the Board of Directors and by the majority vote of the membership. The President and Vice-President shall be responsible for identifying potential new Board Members and Executive Officers.

Section 4.  The Secretary shall prepare the agenda for meetings of the Executive Officers and Board of Directors. The Secretary shall keep the minutes of Board meetings, shall notify members of meetings, shall notify members of election or appointment to office, and shall act as custodian of records. The Secretary shall work closely with the President and Vice-President to prepare all reports as required by the Alumni Association.

Section 5.  The Treasurer shall safeguard, and account for and disburse the funds of the Chapter. Accounts shall be balanced by the Treasurer before each Board meeting so that a report may be presented. The Treasurer shall coordinate the preparation of the budget for the upcoming year with the President and other Executive Officers. All Chapter checks in excess of $500 shall be co-signed by an Executive Officer unless otherwise approved by the Board of Directors. This does not include transfer of funds from one Chapter account to another.  The Treasurer will also control the expenditures on the Chapter credit card with approval of the Board of Directors.  Any charges in excess of $500 shall be approved by the Executive Officers unless otherwise approved by the Board of Directors.


Section 1.  The Executive Officers of the Chapter shall constitute the Executive Committee.  Disbursement of funds shall be approved by the Executive Committee. Any disbursement exceeding $3,000 must be approved by a majority of the Board of Directors.

Section 2. 
The Board of Directors is authorized to establish standing and special committees, as needed, to carry out the major functions of the Chapter. The Nominating Committee shall be considered a special committee formulated as provided for in Article V.

Section 3.  A statement of purposes and a list of duties of each standing committee and any additional special committee will be attached to these Bylaws. The purpose statements shall be reviewed annually and may be changed by a majority vote of the Board of Directors.


The Board of Directors shall meet at least quarterly and the full Chapter membership shall meet on call by the President. Meetings of the Chapter shall be open to all Chapter members in good standing. A representative of the Alumni Association shall be invited to attend each meeting.


Amendments to these Bylaws must be submitted to the Secretary of the Board and a notice of such amendment shall be submitted to each Board member at least two weeks prior to a meeting.  If a majority of the Board in attendance recommends approval of the amendment, it will then be submitted in writing to members in good standing of the Chapter. A vote of one-half of the members in good standing in attendance and voting at the Chapter meeting or by electronic voting shall be required for passage of the Amendment(s).


Upon dissolution of the Chapter, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Chapter, assign half (or up to $5,000) of any remaining funds or other assets to a holding account of the Penn State Alumni Association for seed money for a future chapter that will re-establish in the Chapter’s territory.  The other half of funds or assets will be designated to the Chapter's established Endowed Scholarship Fund at Penn State.  The annual yield on this fund shall be put back into escrow each year until the new chapter is re-established.


The rules contained in the Modern Edition of "Robert's Rules of Order" 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.


The Chapter shall operate on a fiscal year beginning on July 1 and ending on June 30 each year.