AMENDED AND RESTATED
CODE OF REGULATIONS
the P&G ALUMNI network, INC.
Section 1. Amendment and Restatement.
This Amended and Restated Code of Regulations of the P&G Alumni Network, Inc., adopted as of March 9, 2018, shall replace and supercede any prior code of regulations (and/or amendments thereto) which may have heretofore been in effect.
Section 2. Name.
The name of this corporation is The P&G Alumni Network, Inc.
Unless otherwise designated by resolution of the Trustees, the first fiscal year of the corporation after the adoption of this Code of Regulations shall end June 30, 2001. Subsequently, the fiscal year of the corporation shall commence on the 1st day of July, 2002 or such other period as the Trustees may designate by resolution.
Section 1. Meetings of the Members.
- Annual Meetings. The Annual Meeting of the Members of this corporation, shall be held at a date, time and place set by The Board of Trustees, who shall also determine the frequency and interval of such meetings.
(b) Special Meetings. Special meetings of the members may be held on any business day when called by the Chairman, or by a vote of two thirds of the Trustees.
(c) Quorum. The voting members physically present or participating by teleconference (or other means permitted by Ohio law) at any meeting of voting members shall constitute a quorum, except as otherwise provided by the statutes of Ohio.
(d) Voting. The affirmative vote of a majority of voting members at which a quorum is physically present at such meeting and/or participating by means of communications equipment permitted by Ohio law shall be necessary for the authorization or taking of any action voted upon by the members. Except as otherwise expressly provided under applicable law, the only matter which members have the right to vote upon with respect to the Corporation shall be the election of the members of the Board of Trustees (as provided for under these Regulations). Any other action which may be taken or voted on by the members of an Ohio non-profit corporation may be voted on or taken by the Board of Trustees (instead of the members), and such action of the Board of Trustee shall have full force and effect.
Section 2. Qualifications and Dues. A person may be a member of this corporation if the person is a former Procter & Gamble Corporation employee who pays the regular annual dues, if any. The amount of the dues, if any, shall be established by the Trustees and may be changed from time to time at their discretion. The corporation also reserves the right decline membership to any person or to suspend or terminate any person’s membership in the corporation. Such action will require a two-thirds (2/3) vote of the governing Board of Trustees.
Section 3. Action of Members Without a Meeting.
Any action which may be taken at a meeting of Members may be taken without a meeting (for example, in an e-mail discussion) if authorized by the Chairman, signed by the voting members and filed or entered upon the records of the corporation.
Section 1. General Powers.
Except as otherwise required by law, the business, power and authority of this corporation shall be exercised, conducted and controlled by the Board of Trustees, who shall have complete discretion over the business activities, funds and properties of the Corporation, and who shall have complete authority with respect to expenditures and disbursements necessary to carry out the purposes and activities of the Corporation. The Trustees shall only act in the name of the corporation when it is convened as permitted by these Regulations after due notice to all Trustees of such meeting. The Board of Trustees shall have the right to delegate certain aspects of the management of the affairs of the Corporation to the duly appointed officers of the Corporation, as determined by the Board of Trustees.
Section 2. Election and Number of Trustees.
(a) Staggering of the Board. The terms of the Trustees shall be staggered, such that term of trusteeship of approximately one-half (1/2) the Board shall be expire every two years. The Trustees shall, in order to receive the benefits of staggered terms, attempt to maintain a comparable number of Trustees in each class to the extent that the number of Trustees permits. To the extent that an imbalance results from increases or reductions (as the case may be) in the total number of Trustees during any particular year, the Board may resolve to change the term of one or more Trustees in order to carry out the purposes of this Section, provided however, that no Trustee’s term shall be changed without such Trustee’s consent (except in the event of the removal of such Trustee pursuant to Section 3(b) of this Article IV below).
(b) Election. Election of Trustees shall be held at intervals of two (2) years, with the election to be held in the month following the corporation’s bi-annual global conference. The Chairman, or any committee designated with the authority to nominate Trustees for election, may nominate any person to stand for election to the Board of Trustees. Election of Trustees shall take place by email voting from the Membership at large, using email addresses provided by Members at self-registration in the online web site (www.pgalums.com). The Trustee candidates receiving the largest number of votes during the announced voting period shall be elected.
(c) Number/Qualification. The number of Trustees shall be no less than Three (3) or more than Fifteen (15) or as may be fixed by the members from time to time. The Articles of Incorporation shall provide for at 3 initial Trustees. The initial members may thereafter increase the number of members by an action in writing prior to the first meeting of the members. No fewer than four (4) Trustees shall be from outside the United States. At least One (1) of the Trustees elected shall be a resident of the state of Ohio and a citizen of the United States.
Section 3. Term of Office of Trustees.
(a) Term. Each Trustee shall hold office for a period of four years, beginning with the first meeting of the Trustees following the election of such trustees. Trustees will continue to serve until successors are elected.
(b) Removal. Any Trustee may be removed from office for conduct unbecoming a Trustee by a vote of two thirds of all the Trustees then authorized by these Regulations. Such removal may take place at any regular or Special Meeting of the Trustees, and the Trustees sought to be removed shall be given the opportunity to defend, including engaging counsel upon any removal hearing. The remaining Trustees shall adopt such rules for the removal hearing as they may in their sole discretion consider necessary for the best interests of the corporation.
(c) Resignation. A resignation from the Trustees shall be deemed to take effect immediately upon its being received by an incumbent corporate officer other than an officer who is also the resigning Trustee, or on a mutually agreed date. If a Trustee or a committee member misses two (2) meetings within a Twelve (12) month cycle, it shall constitute an automatic resignation, effective immediately subsequent to the end of the second missed meeting.
(d) Vacancy. In the event of any vacancy in the Trustees for any cause, the remaining Trustees, may fill any vacancy for the unexpired term.
Section 4. Meeting of Trustees.
(a) Regulation Meetings: The Trustees shall hold regular meetings at least twice a year. Meetings may be in person or by teleconference or other means of communication permitted by Ohio law, as long as participants can hear each other.
(b) Special Meetings. Special Meetings of the Trustees may be held at any time upon call of the Chairman of the Trustees or any two (2) or two-thirds (2/3) of the total number of Trustees.
(c) Place of Meeting. Any meeting of Trustees may be held at such place within or without the State of Ohio as may be designated in the notice of said meeting.
(d) Notice of Meeting. Notice of the time and place of any regular or Special Meeting of the Trustees shall be given to each Trustee in any manner permitted by Ohio law, including but not limited to e-mail, facsimile, personal delivery, mail, telegram or cablegram at least forty-eight (48) hours before the meeting.
(e) Voting. Sixty Percent (60%) of the total number of Trustees then serving shall constitute a quorum. All acts, questions and business which may come before a meeting of the Trustees shall be determined by a majority of votes cast by the Trustees physically present at such meeting or participating by means of communications equipment permitted by Ohio law, unless the vote of a greater number is required by the Articles or Regulations. Voting may not be done by proxy. Except for election of Officers or as otherwise determined by a majority of a quorum of the members for a meeting, all votes shall be by voice. To the extent that voting is made by ballots, the Chairman of the meeting (who shall be the Chairman of the Trustees, or if the Chairman is not participating in the meeting, the President, Treasurer or Secretary, in the ordered named (the "Designated Representative") shall, prior to commencement of balloting, appoint a committee of one to three who shall act as "Inspectors of Election" and who, at the conclusion of such balloting, shall certify in writing the results, and a copy shall be physically affixed in the minute book to the minutes of that meeting. No Inspector of Election shall be a candidate for position as an Officer or shall be personally interested in the question voted upon.
Section 5. Action of Trustees Without a Meeting.
Any action which may be taken at a meeting of Trustees may be taken without a meeting (for example, via an e-mail conference) if authorized by the Chairman, signed by all the Trustees, and filed or entered upon the records of the corporation.
Section 1. General Provisions.
The officers of this corporation shall be a Chairman of the Board of Trustees, a President (who may also be referred to as the Vice Chairman), a Secretary and a Treasurer. Said officers shall be nominated by a Nominating committee or self nominated, and those persons nominated shall be voted upon by the Trustees and shall hold office for the length of their term designated at the time of the election and appointment and until their successors are elected and qualified, or until the earlier of their resignation or removal by the Board of Trustees. Notwithstanding the preceding, for the purpose of staggering elections and facilitating leadership continuity, the initial President and initial Treasurer shall be elected for a term of Three (3) years, unless the initial President or the initial Treasurer, as the case may be, accepts a different office of the corporation or such person ceases for any reason to serve in such capacity prior to the end of such three (3) year term.
Each election of officers shall follow the election of the Trustees at each two (2) year interval. At each election of officers, either the Vice Chairman and Treasurer will be elected, or the Chairman and Secretary will be elected.
All officers shall serve without compensation. However, the Trustees may at an appropriate time decide by majority vote to establish a paid compensation level for the Network Director. In such case, the Network Director may not participate in any decision making where these is a conflict of interest or apparent conflict of interest with the Network Director, including but not limited to the establishment of compensation and/or benefits of the Network Director.
Section 2. Duties of Officers.
(a) The Chairman shall preside at all meetings of the members and Trustees. The Chairman shall present at each annual meeting of the corporation an annual report of the work of the corporation. He or she shall appoint all committees, temporary or permanent. Committee Chairmen shall be confirmed by a vote of the Trustees. The Chairman shall ascertain that all books, reports and certificates required by law are properly maintained or filed by the corporation. He or she shall be one of the Two (2) officers (the other being the Treasurer) with authority to sign checks and contracts for the Corporation, as provided in Article VI below. The Chairman shall also have such authority as may be reasonably construed as belonging to the chief executive of any organization.
(b) The President /Vice Chairman shall, in the event of the absence or inability of the Chairman of the Board of Trustees to exercise his or her office, become acting Chairman of the Trustees of the corporation with all of the rights, privileges and powers as if such person had been the duly acting Chairman. If the Chairman is not available, the President / Vice Chairman may be one of the two (2) officers who signs checks and contracts for the Corporation, as provided in Article VI below.
(c) The Secretary shall keep minutes of all the proceedings of the members and Trustees of this corporation and make a proper record of the same, which shall be attested by the Secretary and generally shall perform such duties as may be required of the Secretary by the Trustees. It shall be the Secretary’s duty to file any certificates required by law. The Secretary shall also give and serve all notices to members of the corporation, maintain custody of the records of the corporation, submit communications of the corporation to the Trustees as such communications are received by the Secretary and perform any and all other duties which are incident to the office of Secretary.
(d) The Treasurer shall receive and have in charge all monies and securities belonging to this corporation and shall disburse or otherwise deal with the same as shall be ordered by the Trustees. He shall keep an accurate account of all monies received and disbursed by him and shall generally perform such duties as may be required of him by the Trustees. On the expiration of his term of office he shall turn over to his successor, or to the Trustees, all monies and property of this corporation in his hands. The funds of the corporation shall be deposited into a savings bank except that the Trustees may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in the state of Ohio. The Treasurer shall be one of the Two (2) officers with authority to sign checks and contracts for the Corporation (the other being the Chairman, or in his absence, the President/Vice Chairman), as provided in Article VI below. The Treasurer shall render a written account of the finances of the corporation at each meeting of the Trustees, relative to the approved operating budget. Such report shall be physically affixed to the minutes of the Trustees. The Treasurer shall also exercise all duties which are incident to the office of Treasurer.
Authority to Sign Checks and Contracts; Required Approvals
Section 1. For all expenditures covered by a specific budget or as part of a specific project approved by the Board of Trustees or as part of the annual budget approved by the Board of Trustees, all contracts related thereto can be signed by either the Treasurer or the Chairman (or in the absence of the Chairman, the President/Vice Chairman) and invoices/expenditures related thereto can be approved and paid by either the Treasurer or the Chairman (or in the absence of the Chairman, the President/Vice Chairman). For all expenditures and invoices in excess of $20,000, the payments must be approved by both the Treasurer and the Chairman (or in the absence of the Chairman, the President/Vice Chairman).
Section 2. For other expenditures that are not covered by a specific budget or as part of a specific project approved by the Board of Trustees or as part of the annual budget approved by the Board of Trustees, the following applies:
- For such expenditures below $20,000, the contracts should be approved and payments authorized by both the Treasurer and the Chairman (or in the absence of the Chairman, the President/Vice Chairman), and
- For such expenditures in excess of $20,000, (i) the contracts should be approved by the Board and (ii) subsequent payments (in excess of $20,000) should be authorized by both the Treasurer and the Chairman (or in the absence of the Chairman, the President/Vice Chairman).
Order of Business
Section 1. General.
Unless this Regulation is suspended by a majority vote of the members present at any meeting of the members, the order of business at all members' meetings shall be as follows:
- Roll call
- Unfinished business, Ratify minutes of the previous meeting;
- Committee Updates
(e) Election of Trustees if ordered at the meeting in question;
(f) New or miscellaneous business; and
Purposes of the Corporation
Section 1. Purpose of Formation.
The purposes of which this corporation is formed are solely for educational, charitable or recreational purposes. The corporation will be formed to support and further the common good and general welfare of P&G Alumni and their communities. The corporation will do this by creating networking opportunities among the alumni, to share insights, talents and resources with each other and with their communities. Net income of the corporation prior to making any charitable contributions, but after establishing reasonable reserves for future operations will be used for charitable purposes. No part of the net earnings of the corporation may benefit any private shareholder or individual. The corporation is not organized for profit or organized to engage in an activity ordinarily carried on for profit.
Section 1. Books and Records.
The books and records of the corporation shall be available to any member or other person with the consent of the majority of the Trustees.
Section 2. Indemnification.
The corporation may indemnify any person who is a part or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a trustee, officer, employee, member or agent of the corporation, or is or was serving at the request of the corporation, against expenses, including reasonable attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal proceedings, if he or she had no reasonable cause to believe that his conduct was unlawful.
Committees; Board of Advisors
The Board of Trustees may from time to time appoint certain of its members to act as a committee in the intervals between meetings of the Board of Trustees and may delegate to such committee power to be exercised under the control and direction of the Board of Trustees. Each committee shall be composed of one or more Trustees. Each committee and each member thereof shall serve at the pleasure of the Board of Trustees. Unless otherwise provided by the Board of Trustees, a majority of the members of any committee appointed by the Board of Trustees pursuant to this Article shall constitute a quorum at any meeting thereof and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of such committee. Action may be taken by any committee without a meeting by a writing signed by all its members. All actions of a committee shall be reported at the next meeting of the Board of Trustees following such action.
The Board of Trustees may maintain and organize a Board of Advisors to serve as advisors to the Board of Trustees and the Chairman on any and all matters related to the operation of the Corporation. The Board of Advisors shall make periodic recommendations to the Board of Trustees regarding issues presented to it by the Board of Trustees and make such other reports as requested by the Board of Trustees from time to time. The Board of Advisors also shall perform such other functions as may be assigned to it by the Board of Trustees from time to time. The Board of Trustees shall have the power at any time to establish terms of office for members of the Board of Advisors, to fill vacancies and to change the membership of the Board of Advisors. The Board of Advisors shall consist of such individuals appointed by the Board of Trustees or the Chairman of the Board of Trustees. There shall be no minimum or maximum number of Advisors. The Chairman of the Board of Trustees shall also serve the Chairman of the Board of Advisors. The Board of Advisors shall meet on such dates and at some times as determined from time to time by the Board of Advisors and the Chairman. There shall be no minimum required number of meetings of the Board of Advisors. Advisors shall not be entitled to compensation for services provided as an Advisor.
Section 1. General.
The P&G Alumni Network (i.e the corporation) may choose to recognize organized groups of P&G Alumni Network members as an Official Local Chapter of the Network. Only officers duly appointed by the Board of Trustees of the P&G Alumni Network shall have authority to act on behalf of the organization in an official capacity. Local Chapters shall be organized and governed in accordance with the Articles of Incorporation, Bylaws and other governing documents of the corporation and the directives of the Board of Trustees. The corporation may choose to allow the local chapter to utilize marketing tools, the membership database, and other resources of the corporation to grow and sustain the local chapter, subject in all cases to the applicable restrictions and guidelines that may be promulgated by the Board of Trustees. The corporation will retain the rights to define how and in what manner all resources shall be utilized.
The corporation also reserves the right to suspend or terminate the recognition of any organized group of P&G alumni as an Official Local Chapter. Such action will require a two-third’s (2/3) vote of the governing Board of Trustees.
Section 1. General.
These Regulations may be amended, supplemented or repealed by the written assent thereto of two-thirds of the Trustees of this corporation.