BYLAWS OF THE HAMPTON ROADS CHAPTER OF THE PENN STATE ALUMNI  ASSOCIATION

revised and approved by the chapter Board of Directors 5/15/2023

ARTICLE I – NAME

The name of this organization shall be the Hampton Roads Chapter of the Penn State  Alumni Association (the “Chapter”), an affiliate group of the Penn State Alumni Association  (the “Alumni Association”).

ARTICLE II – PURPOSE

The objective of the Chapter shall be to promote and enhance the stature of The  Pennsylvania State University (“Penn State” or “the University”), and higher education in  general.

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).

No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable  to, its Active Members, Board of 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.

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.

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).

ARTICLE III – MEMBERSHIP

Section 1: Active Membership.

Membership shall be open to any individual or household who is a current or former  undergraduate or graduate student of Penn State, or parent(s) of the same, or friend(s) of  the University interested in supporting the purposes of the Chapter as described in Article  II.  

Active 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. Annual dues will be established by  the Board of Directors prior to the beginning of each fiscal year to allow for sufficient  notification to the existing Chapter members. Only Active Members may vote in Chapter  elections.  

Section 2: Territory.

The Chapter’s geographic area is specifically defined by those ZIP Codes that cover  southeastern Virginia as assigned by the Alumni Association (the “Hampton Roads area”).

REVISED: May 15, 2023

ARTICLE IV – GOVERNANCE

Section 1: Board of Directors.

The Board of Directors (the “Board”) shall consist of nine Active Members, plus Ex-Officio  Members.

The length of term for elected members of the Board shall be two years. Board members  may be re-elected.

Section 2: Officers.

The Officers of the Chapter shall consist of a President, Vice-President, Secretary and  Treasurer. All Officers must hold concurrent membership in the Alumni Association and  shall be elected from and directly by the Board. Ex-Officio Members shall not be eligible to  hold office in the Chapter.

The length of term for Officers shall be one year. Officers may be re-elected.

Section 3: Ex-Officio Members.

Past-Presidents. A Past-President who is not re-elected to the Board may be an Ex Officio Member of the Board for one year beyond the expiration of his/her term of  membership on the Board, if he/she desires.

Leaders of the Alumni Association. The Chief Executive Officer and President of  the Alumni Association shall be permanent Ex-Officio Members of the Board.

Mid-Atlantic Admissions Outreach and Regional Recruiter. The Mid-Atlantic  Admissions Outreach and Regional Recruiter shall be a permanent Ex-Officio  Member of the Board.

Leaders of Affiliate Groups of the Alumni Association. The President may  appoint leaders of other affiliate groups (alumni interest groups, societies and  affiliate program groups) of the Alumni Association who reside in the Hampton  Roads area to serve as Ex-Officio Members of the Board.

Legal Counsel. The President may appoint an Active Member – licensed to practice  law within the Commonwealth of Virginia – to serve as legal counsel to the Board.

REVISED: May 15, 2023

Section 4: Elections.

Board Elections. In the spring, four voting members of the Board shall be elected  during even years, and the remaining five voting members of the Board shall be  elected during odd years. Board members will be nominated and voted upon by the  Chapter Membership. A paid chapter membership entitles each individual member or household membership to one vote, regardless of the number of  Penn State alumni who live in the household. Those candidates receiving the largest  number of votes shall be considered elected to the Board.

Officer Elections. The Board shall elect its Officers prior to the first meeting of the  Chapter’s calendar.

Each Board member may be nominated for a maximum of two Offices. Nominations for the Offices of President, Vice-President, Secretary and Treasurer must be submitted in writing to the Secretary of the Chapter by a date designated by the Board.

Those candidates receiving the largest number of votes for each Office shall be  considered elected to their respective Offices. In the event that a member of the  Board is elected to two Offices, he/she shall choose one Office to assume and the Board will hold another election for the declined Office from the remaining  candidate(s).

Section 5: Vacancies.

Officer Vacancies. If an Officer vacancy occurs, the Board will elect another Board  member to serve the remainder of an unexpired term, except in the event of the  vacancy of the Office of the President, in which case the Vice-President shall be  elevated to President.

The President may appoint an Active Member to the Board to serve the remainder  of an unexpired term of a former Board member; an appointed member of the Board cannot immediately serve as an Officer.

ARTICLE V – DUTIES

Section 1: Duties of Officers.

The duties of Officers shall be those set forth below, plus additional duties as assigned by  the Board.

President. The President shall serve as chair of the Board and may serve as an ex-officio member of Chapter committees.

He/she shall manage the day-to-day business of the Chapter, appoint committee  chairpersons, call Chapter and Board meetings and preside at those meetings.

The President shall inform the Alumni Association of Chapter activities and shall  submit an annual “State of the Chapter” report immediately following the annual  meeting.

Vice-President. In the absence or disability of the President, or at his/her request,  the Vice-President shall execute the duties of the President.

Should the Office of the President become vacant, the Vice-President shall assume  the Office of the President until the next annual election of Officers by the Board.

Secretary. The Secretary shall keep the official minutes of meetings of the Chapter  and the Board, and shall send copies to the Regional Director. The Secretary shall  publish the minutes to the Board for review no later than 2 weeks after the meeting, unless the President grants an extension.

He/she shall maintain the official copies of the Chapter’s Charter and Bylaws, of  previous Chapter and Board meeting minutes, and shall be responsible for archiving the Chapter’s documentation reflecting historical experience from programs and  committee work.

Treasurer. The Treasurer shall be responsible for all receipts, tax filings and  disbursements of the Chapter and shall assist the Secretary with the Chapter’s  records, if necessary.

The Treasurer shall be responsible for overseeing that disbursements are made in  accordance with the guidelines in the Chapter’s annual budget, recommended by the  Finance Committee and approved by the Board.  

He/she shall be responsible for submitting a current financial statement regularly to  the Board.

He/she shall submit an annual financial report at the annual meeting of the Chapter  and shall send a copy to the Alumni Association.

Section 2: Duties of the Board.

The Board is the legislature of the Chapter and is empowered to 1) establish local policies,  objectives and overall direction for chapter management, 2) adopt and revise Bylaws, 3) make decisions on major chapter issues consistent with the program set forth by the  Alumni Association. 

The Board shall meet on a regular basis, at a minimum of six occasions per year.

The location and time of Board meetings will be discussed by the Board and determined by  the President.

It is the responsibility of each Board member to stay current on meeting locations or, in the case of absence from a meeting, confirm future meeting locations with the Secretary or  another Officer.

Other meetings may be called by the President at his/her discretion, or upon petition to the President. See Article VII, Section 2.

In order to hold a vote at a Board meeting, quorum is required. Quorum is defined as fifty  percent plus one of the voting members of the Board.

Voting members of the Board shall attend all Board meetings, with the exception of two  absences per year. Three or more absences per year is grounds for removal from the Board; the third and subsequent absences shall require Board approval. The Secretary shall maintain the record of attendance.

Voting members of the Board shall serve on at least one standing committee of the Chapter.

ARTICLE VI – COMMITTEES  

Section 1: Standing Committees.

The Chapter shall have seven standing committees – Membership, Finance,  Communications, Scholarship, Social/Program, Student Involvement, and Community  Service.

Each committee shall have a chairperson who shall be responsible for carrying out the functions of the committee and reporting to the Board, per request.

The President shall appoint committee chairpersons. Committee membership is open to all active membership.

Each committee shall consist of at least two members, including ex-officio members.

Section 2: Committee Functions.

The functions of the Chapter’s standing committees are set forth below. Additional  functions may be agreed upon and assigned by the Board.

Membership. The Membership Committee coordinates the Chapter’s membership  efforts. This committee shall:

1. Promote membership in the Chapter and in the Alumni Association. 2. Determine Active Member benefits.

3. Collect membership applications and dues, and forward dues to the Treasurer.

4. Maintain a comprehensive list of all Active Members.

Finance. The Finance Committee coordinates the Board’s financial responsibilities.  This committee shall:

1. Manage dues of the Chapter.

2. Oversee Chapter fundraising.

3. Oversee the Chapter’s assets.

4. Review the annual budget and make recommendations to the Board.

5. Monitor ongoing budget and financial procedures, including review of  monthly financial reports.

6. Manage/oversee the Chapter’s investments, including endowments.

7. Ensure compliance with Alumni Association and IRS procedures,  guidelines and filings.

The Vice-President shall be the chairperson of this committee, and the Treasurer shall serve as an ex-officio member.

Communications. The Communications Committee is responsible for the internal  and external communications of the Chapter. This committee shall:

1. Work with the Alumni Association to help publicize national and local  events and news with respect to the University.

2. Assist all other committees in securing publicity for all Chapter activities. 3. Generate periodical newsletters and electronic communications.

4. Coordinate maintenance of the Chapter website and its online presence  with the webmaster.

The Vice-President shall be an ex-officio member of this committee.

Scholarship. The Scholarship Committee is responsible for leading Chapter’s  fundraising efforts for the Rose Marie Anderson Scholarship. This committee shall:

1. Organize events that will raise funds to support Penn State students.

2. Work with Penn State’s Office of Development to ensure compliance with  all necessary guidelines.

3. Coordinate awarding of scholarships with Penn State’s Office of Student  Aid.

Social/Program. The Social/Program Committee provides logistical support of and  implementation of the Board’s ongoing programs and activities. This committee  shall:

1. Plan social events to foster fellowship among Active Members and other  alumni and friends of the University.

2. Monitor implementation of the Alumni Association strategic plan’s  programming goals, which includes the Annual Meeting, TV Tailgates and  other programming.

3. Plan and organize events focused on attracting young alumni to the  Chapter.

4. Recommend potential program initiatives to the Board.

5. Report to the Board on a regular basis on the Chapter’s programs.

Student Involvement. The Student Involvement Committee focuses on interaction  with Penn State students. This committee shall:

1. Plan an annual student sendoff event.

2. Organize events and activities around current Penn State students and/or  student organizations traveling during the academic year.

3. Offer career and networking opportunities for current students, including  those participating in local internships.

4. Coordinate Care Packages to send to current students each semester.

5. Act as ambassadors for the University, acting as local contacts for  students, families and counselors.

6. Participate in college fairs, LionsROAR, prospect receptions, offer  receptions, chat rooms, high school visits and student send offs.

Community Service. The Community Service Committee focuses on interaction  with the Hampton Roads Community. This committee shall:

1. Determine local organizations to support philanthropically and through  volunteerism.

2. Recommend and organize events and activities to support local  

organizations.

Section 3: Ad Hoc Committees.

Ad hoc committees are established by the President, who shall appoint a voting member of  the Board to chair such a committee.

ARTICLE VII: MEETINGS

Section 1: Annual Meeting.

The Chapter shall hold an Annual Meeting in the spring, at which time the President shall  present the “State of the Chapter” report.

Section 2: Special Meetings.

The President shall call special Chapter meetings that are included in the Chapter's annual  schedule of activities or that are necessary to carry out the purposes of the Chapter. Other  meetings may be called by the President at his/her discretion, or upon petition to the  President bearing the signature of at least one-third of the voting members of the Board. A  petition shall state the specific purpose for holding such a meeting. The President shall call  a meeting within seven days and shall hold the meeting within fourteen days of receipt of a  petition.

ARTICLE VIII – BYLAWS

Section 1: Adoption.

These Bylaws shall be officially adopted upon its approval by a two-thirds supermajority  vote of the Board.

Section 2: Amendments.

Any Active Member may submit a proposal to amend these Bylaws for consideration by the  Board. No amendments shall be approved without a two-thirds supermajority vote of the Board.

ARTICLE IX – DISSOLUTION

Upon dissolution of the Chapter, the Board shall, after paying or making provision for the  payment of all of the liabilities of the Chapter, assign one-half (or up to $5000) of any  remaining funds or other assets to a holding account the Alumni Association administers  for seed money for a future chapter that will re-establish in the Chapter’s territory. The  other one-half of funds or assets will be designated to the Rose Marie Anderson Memorial  Scholarship. The annual yield on this fund shall be put back into escrow each year until a new chapter is re-established.

ARTICLE X – PARLIAMENTARY PROCEDURE

The rules contained in 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 XI – CALENDAR

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