BYLAWS


OF THE


WHARTON GRADUATE ASSOCIATION



A Nonprofit Corporation of the University of Pennsylvania


Incorporated under the Pennsylvania Nonprofit Corporation Law of 1988

501(c)(3) Organization


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Prepared and Maintained by the WGA Executive Board


Wharton School of the University of Pennsylvania

Table of Contents

  1. Preamble

    1. Purpose

    2. Organization

  2. Article I: Introduction

    1. Name

    2. Key Definitions

  3. Article II: Membership

    1. Categories of Membership

    2. Membership Rights

    3. Membership Termination Process

  4. Article III: Executive Board

    1. Executive Board Composition

    2. Roles and Responsibilities

  5. Article IV: General Board

    1. Appointment and Structure

    2. Voting Rights

    3. Key Responsibilities

  6. Article V: Clubs, Conferences, and Committees

    1. Structure and Composition

    2. Definitions and Classifications

    3. Roles and Responsibilities

    4. WGA Oversight and Classification

    5. Financial and Logistical Oversight

    6. Calendar and Event Oversight

  7. Article VI: Advisory Board

    1. Composition

    2. Roles

    3. Responsibilities

  8. Article VII: Processes and Procedures

    1. Meeting and Voting Procedures

    2. Financial Processes and Procedures

    3. Conference Processes and Procedures

    4. Executive Board Elections

    5. First Year Cluster President Elections

    6. Impeachment and Removal Procedures

  9. Article VIII: Indemnification

    1. Right to Indemnification

    2. Advance of Expenses

    3. Procedure for Determining Permissibility

    4. Indemnification Not Exclusive

    5. Insurance and Other Protections

    6. Modification or Repeal

    7. Proceedings Initiated by Authorized Representatives

  10. Article IX: Limitations on Liability

    1. Limitations on Liability

PREAMBLE

  1. Purpose: It is the purpose of The Wharton Graduate Association of the University of Pennsylvania (“the WGA, Inc.” or “the WGA”):

    1. to contribute to the improvement and development of The Wharton School of the University of Pennsylvania (“Wharton”);

    2. to assist Wharton Master of Business Administration (“MBA”) students in progressing toward their academic and professional goals;

    3. to generate student input into policies and procedures which affect the student community;

    4. to represent the interests of and advocate for the Wharton MBAs;

    5. to build and support a cohesive MBA community; and

    6. to build connections and promote communication among current students, alumni, the faculty, the administration, the University of Pennsylvania community, and the leaders of business and government.

  2. Organization: The WGA, Inc. is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.

    1. The Wharton Graduate Association (WGA) is committed to fostering a diverse and inclusive community where all individuals are treated with respect and dignity. The WGA does not discriminate on the basis of race, color, sex, sexual orientation, gender identity or expression, religion, creed, national or ethnic origin, citizenship status, age, disability, veteran status, genetic information, or any other legally protected class status in the administration of its programs, activities, sponsorships, leadership selections, membership benefits, or employment practices.

    2. Questions or complaints regarding this policy may be directed to the Executive Board or to the University of Pennsylvania’s Office of Affirmative Action and Equal Opportunity Programs.

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ARTICLE I: INTRODUCTION 

  1. Name: The name of the organization is The Wharton Graduate Association of the University of Pennsylvania, also referred to as the WGA. All activities of the WGA are governed by these Bylaws and any associated rules and regulations.

  2. Key Definitions: Key definitions for the bylaws are as follows.

    1. Advisory Board: A group of WGA Executive Board alumni that serve as an advisory board for a minimum of three years after graduation. Specific roles and responsibilities outlined later in the bylaws (see Article VI).

    2. Clubs, Conferences, Committees (“WGA Organizations”): All official WGA clubs, conferences, and committees report to the General and Executive Board. Members of clubs must also be WGA members.

    3. Club Presidents, Conference Chairs, Committee Leads (“WGA Organization Leadership”): All leaders of official WGA clubs, conferences, and committees (“WGA Organizations”) serve a term of one academic year. Organizational leadership must be selected through a transparent process determined by the WGA Organization, subject to the following guidelines:

      1. WGA Organizations must use either (a) an election open to the full club membership or (b) a selection process 

      2. approved by a majority of the current club membership.

      3. If a selection process other than a full membership election is used (e.g., selection by the preceding board), it must be communicated clearly to the membership at least fourteen (14) days prior to leadership transitions, and members must be given the opportunity to raise objections.

      4. The Executive Board reserves the right to review and require revisions to any selection process that materially undermines fairness, transparency, or community trust.

    4. Executive Board: A group of four individuals in executive leadership, including the President, Chief Financial Officer, and two Executive Vice Presidents, with decision-making and oversight over the WGA. Specific roles and responsibilities outlined later in the bylaws. The Executive Board term is one year.

      1. Elections for the Executive Board are held in the spring semester.

      2. After elections, the Executive Board-Elect is expected to shadow and work with the current Executive Board, taking on responsibility for some programming that occurs during their tenure. Specifics of responsibilities for both parties during this transition period are determined by the Executive Board and Executive Board-Elect.

      3. The official transition of voting rights and Executive Board responsibilities occurs upon graduation of the outgoing Executive Board.

    5. General Board: A group of individuals, including First Year Cluster Presidents, that report up to the Executive Board and execute the responsibilities and operations of the WGA. Specific roles and responsibilities outlined later in the bylaws. The General Board term is one year.

    6. General Membership: Any individual that pays membership dues into the WGA is a member. The definition and rights of all members are outlined in Article II.

    7. Organizational Structure: The organizational structure of the WGA is as follows:

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ARTICLE II: MEMBERSHIP

  1. Categories of Membership: WGA membership is comprised of the following categories:

    1. Voting Members: All full-time Wharton MBA students are automatically members of the WGA, funded through the mandatory student activities fee paid upon matriculation to the Wharton MBA program.

    2. Non-voting Members: Other individuals (e.g., partners, executive MBAs, undergraduates, etc.) may become members of the WGA at the discretion of the Executive Board and relevant club leadership upon payment of dues.

  2. Membership Rights:

    1. All WGA members (both voting and non-voting) have the following rights.

      1. The right to purchase entry to all WGA-sponsored events as the ticket purchasing process and capacity constraints permit;

      2. The right to purchase a membership to all WGA clubs in accordance with the club enrollment process (e.g., application, etc.);

      3. The right to voice opinions regarding the WGA or anything under WGA governance through the approved processes outlined in these bylaws;

      4. The right to propose new clubs to the WGA General Board; 

      5. The right to run for WGA Executive Board if a first-year full-time Wharton MBA Student; and

      6. The right to continue to be a part of the WGA in the case of an academic leave of absence, if the WGA fee is still paid.

    2. Voting members of the WGA have the following additional rights.

      1. The right to remove Executive Board members contingent on a successful impeachment and removal process, as outlined in Article VII Section 2.

  3. Membership Termination Process: The WGA membership termination process is as follows:

    1. A student’s membership in the WGA may be terminated without refund by a three-fourths vote of the Executive Board, provided that five days’ notice of such a vote has been given and that the student has been offered an opportunity to speak before the Executive Board prior to such a vote occurring. 

    2. Termination shall be considered only in cases of serious and deliberate misconduct or significant violations of the WGA’s rules and policies. A violation is deemed serious if, in the opinion of the Executive Board, it reflects gross disregard for community norms, deliberate misconduct, or violations of the WGA’s rules and policies. Upon termination, a student will no longer enjoy the rights and privileges of WGA membership. Terminations may be appealed to the General Board.

    3. Upon termination or modification of a member’s Membership Rights, the member may be suspended from accessing CampusGroups and from purchasing tickets to WGA-sponsored events listed through CampusGroups, and may also be removed from individual WGA clubs without a refund of club dues. Unless otherwise specified by the Executive Board, the member will continue to retain general WGA membership.

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ARTICLE III: EXECUTIVE BOARD

  1. Executive Board Composition: The Executive Board of the WGA is comprised of four individual positions: 

    1. President;

    2. Chief Financial Officer; and 

    3. Two Executive Vice Presidents.

  2. Roles and Responsibilities:

    1. Executive Board: 

      1. Oversee and for the operations of all WGA activities, clubs, and conferences;

      2. Confirm the appointment of General Board members through an application process updated annually at the discretion of the Executive Board;

      3. Coordinate the selection of First Year Cluster Presidents to the General Board;

      4. Prepare the yearly operating budget in conjunction with the General Board;

      5. Approve the yearly operating budget via a majority vote of the Executive Board;

      6. Serve as the discussion and decision-making forum for the WGA as needed;

      7. Co-sign checks drawn against the funds of the WGA;

      8. Initiate and maintain contact with the Dean and other relevant administrators of the Wharton School, including by meeting with them as needed throughout the term of office;

      9. Assign other duties and take any action necessary to provide for the effective operation of the WGA as needed. The power to take such action shall be limited to situations which are not provided for in these Bylaws and must be agreed upon by a majority vote of the Executive Board;

      10. Oversee or investigate Club, Conference, or Committee elections if requested by the organization or its members, or if deemed necessary by the Executive Board through the organization classification process (see Article V Section 4a) and defined action plan;

      11. Ensure the successful transition of duties and responsibilities to their successors through relevant written materials, at least one group meeting among all current and succeeding members, and at least one individual meeting between each member and their direct successor.

        1. Ad hoc meetings as needed are encouraged.

      12. Oversee, understand, apply, and amend the WGA Bylaws as needed.

      13. Notify the Advisory Board of any changes to the WGA Bylaws.

    2. President: 

      1. Coordinate all activities of the WGA;

      2. Oversee and direct the activities of positions that report directly to the President, to be defined through a majority vote of the Executive Board prior to conducting General Board appointments;

      3. Ensure that all officials of the WGA discharge their duties promptly and impartially;

      4. Call and preside over all Executive Board and General Board meetings;

      5. Appoint special committees within the General Board when necessary, as determined by a majority vote of the Executive Board.

    3. Chief Financial Officer:

      1. Be responsible for maintaining the integrity of all accounts of the WGA;

      2. Be responsible for overseeing the full-time WGA Finance Manager and Assistant WGA Finance Manager and the respective positions’ functions per the job descriptions;

      3. Be responsible for maintaining the financial records and accounts of The WGA;

      4. Monitor all expenditures made by The WGA, the clubs and conferences, and its members, and deposit all monies to the name and credit of The WGA;

      5. Oversee a yearly audit of the WGA records for charitable organization certification purposes;

      6. Oversee the yearly filing of WGA state and federal tax statements to the Internal Revenue Service;

      7. Oversee and direct the activities of the WGA Finance Team with positions to be defined at the discretion of the Executive Board;

      8. Oversee funding for WGA Organizations;

      9. Be responsible for the transition of responsibilities, duties, and records to the newly elected Executive Vice President of Finance; and

      10. Assist the President as necessary.

    4. Executive Vice Presidents:

      1. Oversee and direct the activities of the WGA General Board members that report to the Executive Vice Presidents, as defined through a majority vote of the Executive Board prior to conducting General Board appointments;

      2. Direct the Executive Board and First Year Cluster President elections (see Article VII Sections 4 and 5);

      3. Coordinate the yearly WGA Calendar with the General Board and Club Presidents to schedule major activities for the coming year and work to ensure that such calendar is updated and maintained as necessary.

      4. Be responsible for maintaining a record of all current WGA members, as documented through membership on selected campus management platform (e.g., Campus Groups).

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ARTICLE IV: GENERAL BOARD


  1. Appointment and Structure:

    1. The General Board is appointed by the Executive Board every year through an application process, updated annually at the discretion of the Executive Board, except for the First Year Cluster Presidents who are elected by their respective clusters.

  2. Voting Rights:

    1. All members of the General Board (including First Year Cluster Presidents) have voting rights for (a) the creation of new clubs, conferences, and committees; (b) changes to the organization statuses, as determined by the organization classification process outlined in these bylaws; and (c) any material changes to the bylaws.

  3. Key Responsibilities:

    1. Liaise with respective administrative departments and organizations at the Wharton School and the University of Pennsylvania (e.g. Academics, Student Life, Leadership, Harvard Kennedy School dual-degree students, Semester in San Francisco students, Graduate and Professional Student Assembly liaisons, etc.);

    2. Create and implement programming that serves the purposes of the WGA and its membership body;

    3. Coordinate an electronic Grade Non-Disclosure vote by the full-time MBA student population; the outcome of this vote must be reported out to the full-time MBA student population;

      1. The Grade Non-Disclosure policy if passed is as follows:

        1. Students are asked to refrain from disclosing their Wharton GPAs or transcripts through any written (i.e., resumes, cover letters, e-mails, applications) or verbal media (i.e., interviews, coffee chats, information sessions) to potential employers until a full-time position has been offered

        2. All academic honors such as Director’s List, First Year Honors, Fellowships, and TA experiences may be disclosed to potential employers,

        3. Students are free to disclose undergraduate grades/GPA, other graduate school grades/GPA

        4. Students are free to disclose their Wharton GPA in applications for other academic programs and/or fellowships

        5. Students are free to disclose their Wharton GPA to their future employers upon accepting a full-time offer

        6. Students are free to disclose their Wharton GPA to any interested parties upon graduation

      2. A student, and only a student, has the individual right to decide whether to disclose his/her academic performance. We, as a student body, choose grade non-disclosure as a collective norm and ask that students abide by the majority will of their peers and respect the spirit of the Wharton experience. Potential employers are requested to respect each individual student’s choice.

    4. Oversee and manage clubs and conferences from an operational and financial standpoint consistent with the operating budget.

    5. Communicate relevant WGA news and events to the student body.

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ARTICLE V: CLUBS, CONFERENCES, AND COMMITTEES

  1. Structure and Composition: All WGA Clubs, Conferences, and Committees (“WGA Organizations”) report up to the Executive Board and General Board. All members of WGA organizations are comprised exclusively of WGA members.

  2. Definitions and Classifications: WGA Organizations are defined as the following:

    1. Professional Clubs: Organizations dedicated to the exploration and advocacy of specific industries or professions.

    2. Community Service Clubs: Organizations dedicated to the advancement of community-oriented issues through service projects.

    3. Social and Special Interest Clubs: Organizations dedicated to the enrichment of social life, the preservation of Wharton's social traditions, the encouragement of the performing arts, or other special interests or pursuits.

    4. Athletic Clubs: Organizations dedicated to promoting recreational, non-competitive, and competitive (intramural and extramural) sports.

    5. International and Cultural Affairs Clubs: Organizations dedicated to the promotion and exploration of cultural issues.

    6. Conferences: Organizations that produce annual meetings focused around a specific industry, region, topic, or other theme. Conferences may either be stand-alone organizations, or parts of other WGA clubs.

    7. Committees: Organizations dedicated to the representation of student concerns on academic or non- academic matters, to the promotion of a specific Wharton event or tradition, or to the publication of student-oriented material. Committees do not have a seat on the General Board. (An example of a Committee could be a group of students that plan a ticketed event.)

  3. Roles and Responsibilities: Clubs, Conferences, and Committees are responsible for the following:

    1. Hosting programming that serves in the best interest of their members or attendees;

    2. Managing club, conference, or committee finances, and avoiding a budgetary deficit.

      1. If an organization runs a budget deficit, its leadership is responsible for working with the WGA CFO to evaluate a solution and determine organizational status as defined by the organization classification process outlined later in the bylaws.

      2. If an organization is operating on a budget deficit, the WGA CFO reserves the right to suspend reimbursements.

    3. Maintaining leadership year-to-year, including a minimum of one president and one CFO/treasurer;

      1. Groups are strongly encouraged to have 1-2 presidents. Keep in mind that if one president will be off campus for a quarter or more of the next school year, the group should have another or multiple other president(s).

      2. Presidential appointments must occur at the end of each academic year and it is suggested that they follow the below guidelines:

        1. Candidacy

          1. All current first-year club members are eligible to run for president

          2. Candidates should have at least a 7-day period to enter the race (“nomination period”)

        2. Voting

          1. Elections should be done by vote, unless there is only one candidate/slate

          2. Only current first-years should participate in the vote

          3. The date of an election should be announced at least 10 days in advance of the vote

          4. The candidates should be announced to all members at least 24 hours before voting opens (i.e., the nomination period should end at least 24 hours before the vote so that candidates can be announced with ample time)

          5. Voting should be open for at least 48 hours

          6. All votes should be anonymous (i.e., not a WhatsApp poll); Google Forms or CampusGroups are both good options

        3. Results

          1. 50% +1 first-year members should participate in the vote for the results to be valid

          2. The candidate(s) with the highest % of votes wins, unless current leadership believes there is reason for a run-off

    4. Sending leadership (minimum of one president and one treasurer/CFO) to mandatory WGA training sessions throughout the year.

  4. WGA Oversight and Classification: Clubs, Conferences, and Committees are subject to the following oversight and classifications:

    1. The General Board has the right to modify club, conference, and committee statuses as defined by the organization classification process, outlined below:

      1. The Executive Board and VPs of Clubs and Conferences must discuss at least once per year at the end of the academic year to propose and vote on any status changes to the clubs, conferences, and committees.

        1. Details for such a vote are outlined in the Meeting and Voting Processes and Procedures (see Article VII Section 1).

    2. Clubs, conferences, and committees can be classified as the following:

      1. Active: The club, conference, or committee is operating as intended regarding expectations and member needs, is in good financial health, and does not require increased oversight.

      2. Probation: The club, conference, or committee will be placed under intense scrutiny and oversight by the General Board.

        1. Causes of probation may include but are not limited to:

          1. Overspending the budget and running a deficit;

          2. Not delivering programming congruent to member needs and the reasonable expectations of the General Board;

          3. Overspending on board-only expenses (see Article V Section 4g)

          4. Failure to properly transition leadership;

          5. Lack of representation at mandatory WGA trainings; and

          6. Lack of transparent financial reporting.

          7. During probation status, the Executive Board will establish an action plan that the club, conference, or committee must follow to address the causes of the probation. This action plan should include an expected timeline.

        2. A club, conference, or committee on WGA probation, must adhere to the action plan as determined by the Executive Board until its status is reverted to “Active.”

          1. Status can only revert to “Active” upon a status change vote by the General Board. Details for such a vote are outlined in the Meeting and Voting Processes and Procedures (see Article VII Section 1).

      3. Termination: The organization is no longer considered a valid WGA club, conference, or committee.

        1. Causes may include any of the above bases for probation, or other circumstances that will be considered on a case by case basis.

        2. WGA Organization Leadership will be given the opportunity to appeal to the General and Executive Board prior to the vote.

          1. The Executive Board has the discretion to determine whether another vote is appropriate, based on the appeal.

        3. WGA Organizations can change from “Active” to “Terminated” the next year in certain circumstances (e.g. no leadership for next year, refusal to follow probation guidelines, insufficient membership).

        4. WGA organization leadership can also appeal the termination decision to the Executive Board through written or oral communication. The Executive Board has the discretion to determine whether another vote is appropriate, based on the appeal.

      4. In the event that an organization is terminated, any surplus/deficit will be absorbed by the WGA General Fund.

  5. Financial and Logistical Oversight:

    1. WGA will not bear responsibility for any financial transactions that occur outside of approved WGA processes or platforms without prior approval from the Chief Financial Officer.

    2. WGA reserves the right to oversee club, conference, and committee finances in accordance with the Reserve Ratio stipulation (see Article VII, Section 2b).

    3. WGA reserves the right to audit all club, conference, and committee processes (including elections) and change the status of the organization at any point to ensure the integrity of the organization for its members.

    4. Club and conference leaders are expected to attend or send a representative to all WGA trainings and events targeted towards them such as Club Fair, Leadership Summit, etc. Any absence should be communicated in advance per the registration requirements for the event, barring extenuating circumstances (e.g., family emergency). Failure to comply will be handled on a case by case basis and may lead to probation status for the organization, suspended Campus Groups access, limited board spending, etc.

    5. Board expenses must be limited to the lesser of 15% of membership dues, $500 per board member, or $7,500 total. For clusters, the suggested limit is $750 total.

      1. A board expense is defined as any expense accessible to / used for board members that is not also equally accessible to / used for all other club members.

      2. This includes food, travel, merchandise, supplies, rentals, etc.

      3. This does not include tickets to events within the club; however, boards are expected to act ethically with the issuance of free/discounted board tickets and may have these tickets revoked by the WGA executive board if determined to be egregious. 

      4. These board spending limits are subject to adjustment by the WGA Executive Board in response to inflationary pressures or broader financial considerations.

    6. Compensation for student volunteers: Clubs cannot compensate students / volunteers with cash or cash equivalent gifts (e.g., gift cards). All other gifts must be within the de minimus threshold. 

    7. WGA members are strictly prohibited from reselling WGA event tickets above face value. This includes any form of markup, surcharge, or bundled pricing that exceeds the original purchase price. The only exception is for third-party transfer fees (e.g., from tour operators), which may be passed on at the buyer’s discretion. Violations compromise equity and access within the student community and will result in disciplinary action.

    8. CampusGroups shall be the default ticket selling platform.

      1. Organizations must ask for an exception if using a platform other than CampusGroups.

      2. Organizations shall not use CampusGroups as a general fundraising platform to collect monetary gifts that are not linked to a time or date-bounded in-person or virtual event of reasonable length. A reasonable length for an is usually a single day or several day period, but may be open to discussion with the CFO as needed. Sponsors may contribute to individual organizations per the specific guidelines documented in the WGA finance manual.

  6. Calendar and Event Oversight:

    1. All events hosted by WGA organizations that are open to the entire student body should be included on the WGA master calendar, a Google Calendar that lists events hosted by WGA clubs and conferences that are open to the entire student body. 

      1. WGA Calendar: https://www.the-wga.com/calendar.

      2. The WGA needs to review student life and club social events & conferences open to non-members in order to:

        1. Ensure non-member events are financially sound and break even, as event financial losses impact the overall WGA budget.

        2. Guarantee individuals are free from liability by securing insurance and contract execution by the WGA’s CFO.

        3. Support event ticket sales by streamlining the Wharton Calendar to avoid multiple school-wide events from occurring on the same day/time. 

      3. Types of events that WILL be included in the WGA Google Calendar:

        1. Social Events, Student Life Events, Club Conferences, Club Weeks, Club Treks.

      4. Types of events that will NOT be included in the WGA Google Calendar:

        1. Club member-only events (e.g., Consulting Kick-off, WAAAM Welcome Karaoke Party). Clubs are able to plan and schedule member-only events at any time.

    2. The WGA will have oversight and final approval authority over all official WGA events added to the master calendar, including the discretion to approve or deny event listings based on timing, scope, and impact on the broader student body.

    3. To ensure strong attendance and an optimal student experience, no more than two Philadelphia-based WGA conferences may be held on the same day.

      1. Priority for scheduling is granted on a first-come, first-served basis.

      2. Additional conferences can only be scheduled with explicit approval granted by the WGA.

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ARTICLE VI: ADVISORY BOARD


  1. Composition:

    1. The WGA Advisory Board is composed of former Executive Board members who serve in an advisory capacity for a minimum of three years after graduation from the Wharton School.

  2. Roles:

    1. The WGA Advisory Board serves the following roles:

      1. Serve as a sounding board for and offer advice to the current Executive Board as needed.

      2. Provide institutional knowledge and history to current members. 

  3. Responsibilities:

    1. The WGA Advisory Board has the following responsibilities:

      1. Attend a minimum of two one-hour Executive Board meetings during each academic year to hear the current Executive Board’s updates, vision, and progress.

        1. The current Executive Board is responsible for coordinating and organizing these meetings.

      2. Participate in ad hoc conversations as needed should issues arise.


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ARTICLE VII: PROCESSES AND PROCEDURES


  1. Meeting and Voting Processes and Procedures:

    1. WGA meetings will occur with the Executive Board and General Board to discuss and plan WGA programming and initiatives throughout the year.

    2. A quorum is required for key votes throughout the year as follows:

      1. Votes to establish New Clubs, Conferences, and Committees:

        1. These votes shall occur twice a year, before each semester.

        2. A Quorum is defined as 51%+ of the General Board and 51%+ of the Executive Board.

        3. Approval threshold is 51%+ of votes cast.

      2. Changes to the statuses of Clubs, Conferences, and Committees:

        1. These votes shall occur at least once a year.

        2. A Quorum is defined as 51%+ of the Executive Board and the VPs of Clubs and Conferences.

        3. Approval threshold is 51%+ of votes cast.

      3. Changes to the Bylaws:

        1. Amendments can be proposed as needed by the Executive Board to the General Board.

        2. The Bylaws may be amended by a vote of the General Board. These votes require a quorum and minimum approval threshold to be valid.

          1. A Quorum is defined as 2⁄3 of the General Board and 3⁄4 of the Executive Board.

          2. Approval threshold is 67%+ of votes cast.

        3. Changes to the Bylaws must be shared with the Advisory Board, in either a standing meeting or ad hoc announcement.

    3. Voting rules are as follows for meetings listed above:

      1. These votes may occur without a meeting as long as the pertinent information is shared clearly and with ample lead time before the voting deadline.

      2. Meetings and votes may be held remotely as needed. In-person meetings are strongly encouraged.

      3. Voting can be conducted electronically.

      4. General Board and Executive Board members must be given a minimum of 24 hours to cast their vote.

      5. Relevant materials should be shared with voting members prior to a vote.

    4. Other meetings that require a vote may include termination of a WGA member, extension of WGA membership to students, etc. In these cases, the Executive Board has the discretion to determine appropriate quorum and approval threshold requirements, as well as appropriate meeting and voting procedures, for the vote.

  2. Financial Processes and Procedures:

    1. Financial Procedures:

      1. WGA will conduct its financial practices in accordance with the approved operational budget and all applicable laws and regulations for non-profit entities.

      2. The Operational Budget will adhere to the following:

        1. The WGA operating budget consists of funds raised from the Student Activities Fund, ticket sales from WGA events, and sponsorships.

        2. The operating budget for the following academic year will be established by the Executive Board by the end of each academic year, with input from the General Board.

        3. The Chief Financial Officer will administer the operating budget throughout the year in accordance with WGA objectives and all applicable laws and regulations for nonprofit entities.

          1. Honest efforts will be made to spend the entirety of the operational budget throughout the year on inclusive programming for WGA membership.

        4. The Executive Board will meet with the relevant Penn Finance representatives to review the budget each year, before the end of the elected school term.

        5. The operational budget should be approved by the Executive Board each year and shared with the General Board.

    2. Reserve Ratio: 

      1. Clubs, Committees, and Conferences reserve the right to hold a maximum of $50,000 as a reserve threshold in their fund.

      2. Beyond the $50,000 threshold, Clubs, Committees, and Conferences reserve the right to hold balances in their respective funds year-to-year equal to the average of the last three years’ audited net income multiplied by two, excluding any years with negative net income, for the purpose of funding any operational expenses.

      3. Any excess will be transferred to the WGA General Fund to be used for operational expenses at the discretion of the Executive Board and school-wide student programming.

      4. If a Club, Conference, or Committee would like to hold funds in excess of the reserve ratio, they are allowed to appeal to the General Board through a process determined by the Executive Board. The process is as follows:

      5. Organizational Leadership must submit an email to the Executive Board by the end of Q1 of the academic year to appeal the process, request a specific funding amount, and provide appropriate justification.

      6. Appeals are accepted through a majority vote of the General Board. Votes require quorum and majority approval.

        1. A Quorum is defined as 51%+ of the General Board and 51%+ of the Executive Board

        2. Approval threshold is 51%+ of votes cast

    3. Financial Reporting Guidelines:

      1. The Executive Board is required to report the financial activity of the WGA, exclusive of club activity, to the General Board at the end of each semester.

      2. WGA Organization Leadership is required to report the financial activity of their respective organization to their members at the end of each semester.

      3. The Executive Board shall convene an annual meeting with the Advisory Board at the end of their term in office to review the operating budget and receive input from the Advisory Board.

    4. Reimbursement Guidelines::

      1. Clubs, Conferences, and Committees must adhere to guidelines provided by the WGA Finance team in order to guarantee a timely reimbursement process.

      2. All reimbursements must be submitted by the final day of May within a given academic year to ensure reimbursement. (E.g., reimbursements from the 2024-2025 academic year that are submitted after June 1, 2025 will be automatically denied, barring extenuating circumstances)

  3. Conferences Processes and Procedures:

    1. Conferences are held by the WGA and sponsored by WGA clubs.

    2. Conferences are funded through ticket sales and sponsorships, and each conference shall have its own respective fund for accounting purposes.

    3. Conference chairs are required to meet with the WGA CFO and Penn Finance before spending money to review and approve the Conference budget; however, final approval rests with the WGA CFO. These meetings should occur at least three months ahead of the conference date.

  4. Executive Board Elections Processes and Procedures:

    1. Executive Board elections will be held in the spring semester of each academic year.

    2. The offices up for election will consist of the four Executive Board positions: President, two Executive Vice Presidents, and Chief Financial Officer.

    3. Any first-year, full-time MBA student is eligible to run for the Executive Board.

    4. The Executive Board election process is as follows:

      1. In the spring semester of the academic year, first-year full-time MBA students will be solicited to submit Executive Board candidate slates for the following year. The Executive Board term is one year.

      2. Slates must comprise of four individuals for the four Executive Board positions, and may be submitted electronically

      3. Slates will be up for a vote by the full-time MBA student population

      4. The slate with the greatest number of votes will be selected as next year’s Executive Board leadership

    5. Partial slates for the Executive Board will only be accepted if no full slates are submitted by the election deadline. In this instance, all open Executive Board appointments must be selected by the end of the academic year.

  5. First Year Cluster President Elections Processes and Procedures:

    1. In the fall semester of the academic year, first-year full-time MBA students will be solicited to submit their Cluster President candidacy for the following two years. The Cluster President term is two years.

    2. Candidates only need to run as an individual, and submissions may be made electronically; no slates are needed.

    3. Candidates will be up for a vote by the full-time MBA student population in their individual Cluster.

    4. The candidate with the greatest number of votes will be selected as the Cluster President for the following two years.

  6. Impeachment and Removal Processes and Procedures:

    1. To impeach any officer or officers of the Executive Board, a vote is required by WGA Organization Leadership. Each WGA Organization has one vote, regardless of how many leaders it has.

      1. In order for this vote to be valid, 2⁄3 of all existing WGA Organizations must vote affirmatively, regardless of how many organizations cast a vote.

    2. To remove any officer or officers of the WGA Exec Board, there must be a successful impeachment vote by all WGA members.

      1. In order for this vote to be valid, 2⁄3 of all existing WGA members must vote affirmatively, regardless of how many members cast a vote.

    3. The WGA Executive Board officers subject to an impeachment or removal vote have the option to speak on their behalf before either vote is conducted.

    4. The vote to remove must occur within two weeks of the vote to impeach. The Club Presidents shall appoint a single person to run and oversee the impeachment and removal process.

    5. The vote totals for an impeachment or removal vote will be disclosed in anonymized form to the Club Presidents, the Executive Board, and the General Board for accountability.

    6. If an impeachment and removal vote is successful, the succession path is as follows:

      1. If the President is removed, one of the two Executive Vice Presidents will take over their responsibilities, decided by the rest of the Executive Board.

      2. If one of the Executive Vice Presidents,, the President will step in.

      3. If the Chief Financial Officer is removed, the remaining Executive Board Members may appoint a replacement from the existing finance Vice President roles.

      4. The remaining Executive Board reserves the right to hold a special election for the fourth position if desired.

      5. If multiple Executive Board members or the full Executive Board is removed, a special election may take place for replacement, run by the person who oversaw the impeachment and removal vote.


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ARTICLE VIII: INDEMNIFICATION


  1. Right to Indemnification:

    1. The WGA shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that such person is or was a member of a governing body of the WGA, or of a committee, club, or conference recognized by the WGA, including, without limitation, a member of the Executive Council or a member of the Governing Council, (hereafter a “Director”) or officer of the WGA or such committee, club or conference, or is or was serving at the request of the WGA as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, or other enterprise or entity, or is or was a Director or officer of the Corporation serving at its request as an administrator, trustee or other fiduciary of one or more of the employee benefit plans, if any, of the WGA or another entity which may be in effect from time to time (such person hereinafter an "Authorized Representative") against all expenses, liability and loss actually and reasonably incurred or suffered by such Authorized Representative in connection with such Proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or in the right of the WGA, to the extent that such Authorized Representative is not otherwise indemnified and to the extent that such indemnification is not prohibited by law as it presently exists or may hereafter be amended. Notwithstanding the foregoing, unless required by law, no person shall be indemnified hereunder unless such person acted in good faith and in a manner that such person believed to be in, or not opposed to, the best interests of the WGA and, with respect to any criminal Proceeding, unless such person had no reasonable cause to believe that his conduct was unlawful.

  2. Advance of Expenses:

    1. Expenses incurred by an Authorized Representative in defending a Proceeding shall be paid by the WGA in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the Authorized Representative to repay such amount if it shall ultimately be determined that such Authorized Representative is not entitled to be indemnified by the WGA.

  3. Procedure for Determining Permissibility:

    1. To determine whether any indemnification or advance of expenses under this Article is permissible, the Executive Council, by a majority vote of a quorum consisting of members of the Executive Council not parties to the applicable Proceeding may, and on request of any Authorized Representative seeking indemnification or advance of expenses, shall be required to, determine in each case whether the applicable standards in any applicable statute have been met, or such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested members of the Executive Council so directs. If a claim for indemnification or advance of expenses under this Article is not paid in full within ninety (90) days after a written claim for such indemnification or advance has been received by the WGA, the claimant may file suit to recover the unpaid amount of such claim, and the WGA shall have the burden of proving that the claimant was not entitled to the requested indemnification or advance of expenses under applicable law. The reasonable expenses of any Authorized Representative in prosecuting a successful claim for indemnification or advance of expenses, and the fees and expenses of any independent legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the WGA. For purposes of this paragraph, "independent legal counsel" means legal counsel other than that regularly or customarily engaged by or on behalf of the WGA.

  4. Indemnification not Exclusive; Inuring of Benefit:

    1. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other right to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of the Executive Council or General Council or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

  5. Insurance, Security, and Other Indemnification:

    1. The Executive Council shall have the power to: (i) authorize the WGA to purchase and maintain, at the WGA's expense, insurance on behalf of the WGA and others to the extent that power to do so has not been prohibited by applicable law; (ii) create any fund of any nature, whether or not under the control of a trustee, to secure the indemnification obligations of the WGA, or otherwise to secure or insure any of its indemnification obligations; and (iii) give other indemnification to the extent not prohibited by statute.

  6. Modification or Repeal:

    1. Any modification or repeal of the provisions of this Article: (i) shall not be effective with respect to any Authorized Representative except upon reasonable prior notice to such Authorized Representative; and (ii) shall not adversely affect any right or protection of an Authorized Representative existing hereunder with respect to any acts or failures to act occurring prior to the approval of such modification or repeal.

  7. Proceedings Initiated by Authorized Representatives:

    1. Notwithstanding any other provision of this Article, the WGA shall be required to indemnify and advance expenses to an Authorized Representative in connection with a Proceeding initiated by such Authorized Representative only if the Proceeding was authorized by the Executive Council.

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ARTICLE IX: LIMITATIONS ON LIABILITY


  1. Limitations on Liability:

    1. A member of a governing body of the organization, including, without limitation, a member of the Executive Council or a member of the Governing Council, (hereafter a “Director”) shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless (i) the Director has breached or failed to perform the duties of a director's office under Subchapter B of Chapter 57 of the Pennsylvania Nonprofit Corporation Law of 1988, and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this paragraph shall not apply to (i) the responsibility or liability of a Director pursuant to any criminal statute, or (ii) the liability of a Director for the payment of taxes pursuant to local, state or federal law. Any modification or repeal of this paragraph shall not adversely affect any right or protection of a Director existing hereunder with respect to any acts or failure to act of such Director occurring prior to the approval of such modification or repeal. WGA, or otherwise to secure or insure any of its indemnification obligations; and (iii) give other indemnification to the extent not prohibited by statute.


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END