- ARTICLE I - ORGANIZATION
Section 1: Name
The name of this organization shall be the “Laurel Highlands Chapter of the Penn State Alumni Association” a.k.a. “Laurel Highlands PSAA” (herein referred to as the “Chapter”), a field organization of the Penn State Alumni Association (herein referred to as the "Alumni Association").
Section 2: Legal Status
The Chapter is recognized as a non-profit sub-organization of the Alumni Association.
The organization shall not act so as to impair its eligibility for exemption per the Internal Revenue Code of 1986, as amended, or the comparable provision of any future Internal Revenue Code.
Section 3: Mission
The Chapter is organized to promote the welfare of the Pennsylvania State University (herein referred to as “Penn State”) and to develop a network which fosters social, cultural, charitable and educational opportunities. The Chapter will achieve this through close fellowship and cooperation among Penn State alumni and students, their families, as well as friends and loyal fans residing in the Laurel Highlands region of western Pennsylvania (herein referred to as the “Laurel Highlands”).
In furtherance of this goal:
- The Chapter shall assist the Alumni Association in developing and executing programs that benefit Penn State.
- The Chapter shall endeavor to enhance the Laurel Highlands’ knowledge of Penn State’s programs and activities and the accomplishments of its students, faculty, and alumni.
No part of the activities sponsored by the Chapter shall involve the distribution of propaganda or other attempts to influence legislation. The Chapter shall not participate or intervene in any political campaign on behalf of any candidate running for public office; the publishing and/or distribution of any publication to this end is strictly prohibited.
The Chapter shall refrain from publicly endorsing, supporting, or campaigning to elect individual candidates to Penn State’s Board of Trustees or to the Alumni Association’s Alumni Council.
The Chapter will not discriminate on the basis of an individual’s race, ethnicity, national original, gender, age, pregnancy, religion, sexual orientation, veterans’ status or disability.
ARTICLE II – MEMBERSHIP
Section 1: Membership Area
The geographic area of the Pennsylvania counties of Cambria and Somerset defines the membership area, as well as adjacent counties not served by another chapter.
Section 2: Membership Eligibility
To become an Association Member, an eligible person shall pay either an annual membership fee or purchase a life membership, the terms for each of which shall be established from time to time by the Executive Board of the Penn State Alumni Association.
Section 3: Membership Dues
Dues for membership will be paid directly to the Penn State Alumni Association. Affiliate groups will not charge separate dues or other perceived fees for membership.
ARTICLE III: EXECUTIVE COMMITTEE & BOARD OF DIRECTORS
Section 1: Executive Committee
The Executive Committee of the Chapter shall consist of the President, Vice President, Secretary and Treasurer.
Section 2: Board of Directors
The Board of Directors (herein referred to as the “Board”) shall consist of at least nine (9) but no more than fifteen (15) elected members from the Chapter. A Board member must be an active member of the Alumni Association and Chapter. The Board of Directors shall include the Executive Committee and the Committee Chairs of the following committees:
- Student Outreach
- Community Service
In addition, the board will include the immediate Past President for the Chapter and may also include a maximum of two (2) at-large members. Committee Chairs of additional standing committees will be added as necessary and as determined by the Board of Directors.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. A two-thirds (2/3) majority vote of the Board of Directors shall be required to amend or add to these Bylaws.
Section 3: Ex-Officio Members
- Past-President – A Past-President who is not re-elected to the Board may be an ex-officio member of the Board for one year beyond expiration of his/her term of office as a member of the Board, if he or she desires.
- Executive Director of the Alumni Association – The Executive Director of the Alumni Association shall be a permanent ex-officio member of the Board.
Section 4: Terms of Office
- Executive Committee – The term of office for members of the Executive Committee shall be two (2) years. Officers may be re-elected to serve a maximum of five (5) consecutive terms in the same position.
- Board of Directors – The term of office for the remaining members of the Board of Directors of the Chapter shall be two (2) years. Board Members may be re-elected to serve a maximum of five (5) consecutive terms in the same position.
Section 5: Vacancies
Any vacancy in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors present at a Board Meeting. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Board position opening resulting from an increase in the number of Board members shall be filled by election at an annual meeting or at a special meeting of Chapter members convened specifically for that purpose.
Section 6: Elections
Elections for the Board of Directors’ expiring and vacant positions will be held at the Annual Chapter Membership Meeting which will occur before the end of the fiscal year. The Board of Directors, at one of its regularly scheduled meetings, shall compile a list of nominations for candidates for election to the Board of Directors.
The nominations report shall be made at the next meeting or function, and its nomination shall appear in the next general communication to the Chapter members. Additional nominations may be presented during a call from the floor at the Annual Chapter Membership Meeting at which the election is to be held. Prior to the candidacy, all candidates shall agree to serve if elected. The President will vote only in the case of a tie.
- Executive Committee Members – Any open executive committee positions (President, Vice President, Secretary, or Treasurer) shall be elected by a majority of the votes of those present at the Annual Chapter Membership Meeting. It is recommended that prospective officers serve on the Board of Directors for at least one year before holding an officer position.
- Directors – At the Annual Chapter Membership Meeting, the Chapter membership will elect individuals to fill anticipated vacancies in the Board of Directors due to expiring terms and/or vacancies. Positions will be elected by a majority of the votes of those present at the Annual Chapter Membership Meeting.
Section 7: Removal from Office
Any individual director of the Board may be removed, for cause, from office by a two-thirds (2/3) vote of the Board of Directors. If any director is so removed, a new director may be elected at the same meeting. Any individual choosing to resign from a position on the Board of Directors must submit such resignation either verbally, or in writing, to the President of the Chapter. If the President resigns, the resignation must be given to any other remaining Executive Committee member.
ARTICLE IV: DUTY OF THE BOARD
Section 1: Duty of the Executive Committee
The duties of the Executive Committee shall include those set forth below and 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 the Chapter committees. He or 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 act as the main point of contact with the national Penn State Alumni Chapter Office (herein referred to as the “Alumni Office”), and inform the Alumni Office of Chapter activities. The President shall submit an annual “State of the Chapter” report to the Alumni Office immediately following the Annual Chapter Membership meeting.
- Vice President – In the absence or disability of the President, or at his or her request, the Vice-President shall perform the duties of 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. He or she may serve as an ex-officio member of chapter committees and shall perform such additional duties as may be delegated to him or her by the President.
- Secretary – The Secretary shall keep the official minutes of the meetings of the Chapter and the Board. He or she shall provide a copy of said minutes to the President prior to the next called meeting. He or she shall maintain the official copy of the Chapter’s minutes and shall be responsible for archiving the Chapter’s documentation reflecting historical experience of the bylaws, newsletters, membership lists, filed reports to the Alumni Association, and other significant documentation. He or she shall assist the President with the submission of any or all required reports to the Alumni Association. He or she will maintain a record of attendance at Board and membership meetings. The Secretary shall assist other Board members as necessary.
- Treasurer – The Treasurer shall be responsible for all receipts and disbursements of the Chapter and shall assist the Secretary and Vice-President with the Chapter’s records, as necessary. The Treasurer shall be responsible for overseeing disbursements are made in accordance with the guidelines in the Chapter’s annual budget and approved by the Board. He or she shall be responsible for submitting a current financial statement at each Board meeting. The Treasurer shall present a financial report at the Annual Chapter Membership Meeting.
Section 2: Duty of the Board of Directors
The Board is the legislative body of the Chapter and is empowered to establish local policy, consistent with the programs set forth by the Alumni Association.
The Board shall meet on a regular basis. The location and time of Chapter meetings shall be discussed and agreed upon by the Board. It is the responsibility of each board member to stay current on meeting location, or in the case of absence from a meeting, confirm future meeting locations with the Secretary or other officer.
The Board shall hold a minimum of four meetings each year and other meetings called by the President at his or her discretion or upon petition to the President bearing the signature of at least one-third (1/3) of the voting members of the Board. A petition for meeting shall state the specific purpose for holding such a meeting. A petition can be executed via e-mail. The President shall call a meeting within seven days and shall hold such a meeting within fourteen (14) days of receipt.
Voting members of the Board shall attend all meetings of the Board with the exception of two absences per term year. More than two absences are grounds for the removal from the Board. The third and subsequent absences require board approval. The Secretary shall maintain the attendance record.
ARTICLE V: COMMITTEES
Section 1: Committees
Up to six (6) standing committees (Communication, Membership, Student Outreach, Scholarship, Social, and Community Service) and ad hoc committees established by the President shall be appointed from the voting members of the Board. Each committee shall consist of at least three (3) members, including the ex-officio members. The President or Vice-President shall serve as an ex-officio member of all committees, in addition at-large members of the Board must serve on at least one committee.
Section 2: Functions of Committees
The function of the committees shall be those set forth below and such additional functions as assigned and agreed upon by the Board.
- Communication – The Communications Director shall, with the help of the Communications Committee, create and maintain a comprehensive communication strategy for Board approval. The communication director shall then oversee the execution of a Chapter communications plan. Functions of the communications committee include updates and maintenance of the Chapter website as well as oversight of all social media communications. The communications director shall appoint or secure required assistance to ensure a balanced workload for the various committee functions. The committee shall assist the standing committees (and ad hoc committees, as necessary) established to organize and conduct Chapter activities in securing publicity for those activities.
- Membership – The Membership Director, with the help of the Membership Committee, shall maintain the list of all current Alumni Association Members in the Laurel Highlands (the “Alumni Association list”), which shall be obtained from the Alumni Office. The Membership Director shall use the Alumni Association list only for Chapter and Alumni Association purposes and shall not, under any circumstances, release the Alumni Association list for outside commercial purposes, political activities, or any other reason not directly related to Chapter or Alumni Association activities. The Membership Committee shall review the Alumni Association list and devise ways to encourage area alumni to participate in Chapter activities and to become members of the Alumni Association. The committee shall maintain contact with the Alumni Association and shall notify the Alumni Office of address changes, job changes, achievements, and other pertinent information.
- Student Outreach – The Student Outreach Director, with the help of the Student Outreach Committee, shall create annual plans for student outreach activities and events for Board approval. The Student Outreach Director shall then oversee the execution of the student outreach plan for the benefit of the local high school students and/or current Penn State students from the Laurel Highlands.
- Scholarship – The Scholarship Director, with the help of the Scholarship Committee, shall plan, coordinate, and execute activities designed to generate funds to support the Chapter scholarship fund. The committee shall notify eligible students and disseminate application forms to eligible applications and coordinate the selection process. The committee shall plan, coordinate, and develop scholarship types as funding allows and as the Executive Committee deems appropriate.
- Social – The Social Director, with the help of the Social Committee, shall create annual plans for Chapter-sponsored activities and events. The Social Director shall then oversee the execution of the activities plan ensuring that activities consist of a series of well-rounded events designed to promote all aspects of Penn State's educational program including scholastic, athletic and cultural affairs.
- Community Service – The Community Service Director shall serve as a liaison between the Chapter and non-profit community service organizations for the purpose of providing Chapter members an opportunity to assist in community projects.
ARTICLE VI: ADMINISTRATION
Section 1: Chapter Organizational Year
The Fiscal year shall begin on July 1st each year and shall end at midnight on June 30th.
Section 2: Annual Chapter Membership Meeting
The Chapter shall hold an Annual Chapter Membership Meeting between April 1st and June 30th. At the Annual Chapter Membership Meeting, Board members will be elected to fill the positions for expired terms.
ARTICLE VII: FINANCES
Section 1: Fiscal Year
The Fiscal Year for the Chapter shall begin on July 1st each year and shall end at midnight on June 30th.
Section 2: Funds
- All monies received by the Chapter shall be deposited in a federally insured financial institution approved by the Board. Annually, an ad hoc Audit Committee shall conduct an independent review of the financial transactions of the organization.
- The Treasurer must approve disbursements of $250.00 or less.
- The Treasurer and one other Executive Committee member must approve disbursements of funds between $250.01 and $499.99.
- Disbursement of funds between $500.00 and $1999.99 must be approved by the Executive Committee.
- Any disbursement exceeding $2,000.00 must be approved by a majority of the Board of Directors.
ARTICLE VIII: DISSOLUTION and INDEMNIFICATION
Section 1: Dissolution
Upon dissolution of the Chapter, the Board shall, after paying or making provision for the payment of all liabilities of the Chapter, dispose of all of the assets assigned exclusively for the use of the Chapter. Alternatively, assets may be distributed among organizations operated exclusively for charitable or educational purposes and qualify, at the time of dissolution, as an exempt organization as defined by the IRS.
To the greatest extent possible, all non-cash assets of the Chapter shall be converted to cash at fair market value; otherwise, non-cash assets shall be converted at the best possible auction price. Chapter Accounts Payable shall have first priority for disbursements of those funds. Any remaining funds shall be assigned to the Penn State Alumni Association as an unrestricted grant.
Section 2: Indemnification
The Chapter shall indemnify each of its Officers and Directors, whether or not then in office (and his or her executor, administrator and/or heir), to the fullest extent permitted by law, against any action or proceeding to which he or she is made or threatened to be made a party because he/she is or was a Director or Officer of the chapter, except for the willful misconduct and/or gross negligence of said Officer or Director.
ARTICLE IX: AMENDMENT and ADOPTION
Section 1: Amendment
These bylaws may be altered, amended, repealed, or replaced by new Bylaws upon a two-thirds (2/3) majority vote of the Board of Directors at any regular or special meeting. The party or parties desiring an amendment should notify the President in writing as to the nature of and reason for the change. The President shall include a copy of the proposed change(s) with the Chapter meeting notice or agenda sent to each Board member.
Section 2: Adoption
- The Chapter’s Board approved these bylaws on 3/10/2014. Bylaws were amended on 5/3/2022.
- This Constitution shall be official upon receipt of approval by the Executive Board of the Penn State Alumni Association.
- Should this Constitutional version fail to be accepted by the Penn State Alumni Association, it will be rendered null and void.