The Constitution and Bylaws

of

The Princeton Charter Club


ARTICLE I

  1. Name. The name of this Club shall be THE PRINCETON CHARTER CLUB.
  2. Object. The object of this Club shall be to provide such accommodations as are required to promote the general welfare and education of a number of students at Princeton University in the spirit of fraternal fellowship.
  3. Corporate Seal. The corporate seal of the Club shall be a circle containing in its upper margin the words, "The Princeton Charter Club," in its lower margin the words, "Princeton, N.J.," and in its center the words, "Incorporated 1901." The Club colors shall be dark maroon and old gold.

ARTICLE II - MEMBERS

  1. The members of this Club shall be Active, Sophomore, Graduate, Honorary, and Faculty.
  2. The Active membership shall consist of two sections, one of which shall be composed of members of the Junior class of Princeton University, the other members of the Senior class and current graduate students of Princeton University.
  3. The Sophomore membership shall consist of members of the Sophomore class of Princeton University who have joined the Club in accordance with the provisions then in force. Sophomores will be eligible for membership in the spring of each year.
  4. The Graduate membership shall consist of all members in good standing who have ceased to be students at the University and other Princeton Alumni elected as hereinafter provided.
  5. The Honorary membership shall consist of members of the Princeton Community elected according to the provisions of Article III.
  6. The Faculty membership shall consist of those to whom Club privileges are extended for two years.

ARTICLE III - APPOINTMENT OF MEMBERS

  1. Selection of prospective Active members from the Sophomore, Junior, or Senior classes or from among the current graduate students shall be in accordance with the provisions then in force. Each Active member upon joining shall signify in writing the member's willingness to be governed by the provisions of this Constitution during membership in the Club.
  2. Election of Graduate members who were not undergraduate members of The Princeton Charter Club shall be by majority vote of the Board of Governors. Those eligible for such membership shall be alumni of the University and shall not have joined a club as an undergraduate, or shall have belonged to a club that no longer exists in its original form, or shall have formed some other bond with The Princeton Charter Club that merits consideration for membership.
  3. Election of Honorary members shall be by majority vote of the Active members and the approval of the Board of Governors.
  4. Election of Faculty members shall be by majority vote of the Active members.

ARTICLE IV - OFFICERS AND BOARD OF GOVERNORS

  1. Officers. The Officers of this Club shall be a President, a Vice President, a Treasurer, a Social Chair, and two Kitchen Managers. The President, Vice President, and Social Chair shall be elected as Juniors by the Active membership. The Treasurer shall be appointed by the Graduate Treasurer in consultation with the outgoing Officers and selected members of the Board of Governors. The Kitchen Managers shall be selected by the Club Manager in consultation with the outgoing Officers. The Officers’ duties shall be as follows:
    1. The President shall call and preside at all meetings of the Active membership and shall preside at the meetings of the Board of Governors; shall appoint all necessary non-executive officers; shall be the public spokesperson for the Club; and shall perform the other duties of an executive officer.
    2. The Vice President shall be a voting member of the Board, called the Undergraduate Governor, and conduct the correspondence of the Active and Graduate membership; shall have custody of all documents and of the corporate seal; shall act as President in the absence of the latter; shall take responsibility for club apparel and photos; and shall coordinate the election of the next term's officers.
    3. The Treasurer shall collect, take charge of, and pay out all moneys, except as hereinafter provided, and shall keep account of the same; shall make a full report in writing of the finances at each regular meeting of the Board of Governors; and shall act as President in the absence of the President and Vice President.
    4. The Social Chair shall administer and keep account of funds designated for undergraduate social events; shall work with the Treasurer in budgeting for such events; and shall schedule and supervise such events.
    5. The Kitchen Managers shall assist the Club Manager in hiring undergraduate kitchen and dining staff; shall have direct supervisory responsibility for such staff; and shall oversee the dietary concerns of the membership.
  2. The corporate trustees of this Club shall be a Board of Governors composed of not more than twenty Graduate members and one undergraduate member, of the following classes:
    1. Not fewer than eleven nor more than seventeen members elected from the Graduate members and divided into three classes of as nearly equal in size as possible, each class to serve for terms of three years, and to be designated as "Graduate Governors";
    2. One member elected from the graduating section of the Club each year, to serve for a term of one year, and to be designated as "Graduating Governor";
    3. Up to seven members, each selected from among Graduate members who have been graduated not less than twenty-five (25) years and have served as Governors for not less than nine years at the time of their election, to serve for life and be designated "Life Governors".
  3. Graduate Officers. The Board of Governors shall elect from amongst their number a Chairman, Vice Chairman, Treasurer, and Secretary, to serve for three-year terms. No such officer of the Board of Governors can hold the same office for more than two consecutive terms.
  4. The control of the general policy and finances is reserved to the Board, and all important measures which may concern the interests of the Club must be submitted for its approval. The Board of Governors shall have power to suspend or expel any member from this Club for the non­payment of any indebtedness to the Club or when such action shall appear to a majority of the Board to be in the best interests of the Club and its members. This Board shall hold regular and special meetings at Princeton or elsewhere at such times and places as the Board may designate, and it may require reports from officers at any time or place.
  5. A quorum of this Board shall consist of at least a majority of the Board of Governors (to include the Undergraduate Governor, the Graduating Governor, and the Graduate Governors). In the absence of the Chairman and Vice Chairman at any proceeding, meeting, or in the doing of any act to be done by the Chairman or Vice Chair in said capacity, the senior member of the Board of Governors present, according to seniority by class of graduation, shall act as Chairman pro tem. The interpretation of the Constitution and Bylaws by the Board of Governors shall be final.
  6. Except for the Life Governors, any member of the Board of Governors who shall be absent from three successive meetings without satisfactory explanation, shall be deemed to have tendered his or her resignation, and, upon acceptance thereof by the Board, the vacancy created may thereupon be filled in accordance with the provisions of this Constitution and Bylaws.

ARTICLE V - ELECTION OF OFFICERS AND GRADUATE GOVERNORS

  1. Officers. Election of the President, Vice President, and Social Chair shall be by majority vote on a written ballot at the regular meeting for this purpose held in November each year. Appointment of the Treasurer and selection of the Kitchen Managers shall occur in a timely fashion. Those elected, appointed, and selected shall hold office for one year, taking office at midnight on the Sunday before the first day of class of Spring Semester. The outgoing Officers are required to train the incoming Officers.
  2. Graduate Governors. Election of the Board of Governors shall be as follows:
    1. The Board of Governors, in each year, not less than two weeks prior to the summer meeting of the Board of Governors, shall appoint a Nominating Committee of not less than three members. At the summer meeting, the Nominating Committee shall report to the Board of Governors (i) its nominees for Graduate Governors who shall be elected each year to fill any expiring terms, (ii) its nominees for any vacancies in the Board of Governors that have taken place since the last election, and (iii) any nominees for Life Governors. At the summer meeting each year, the names of such nominees shall be submitted to the Board of Governors for a vote.

      The candidates receiving a favorable vote of the Board shall thereupon become members of the Board of Governors for the terms for which they have respectively been elected. Their service shall commence on September 1. The Chairman shall advise the new members of the Board of Governors of said elections and at the next succeeding meeting of the Board, the names of the Governors so elected shall be noted in the minutes of said meeting.

      The Graduate Governors of the Board of Governors shall be elected for terms of three years, and shall serve until their successors have been elected and qualified. Any vacancy occurring among the Graduate Governors shall be filled for the unexpired term by the vote of a majority of the remaining members of the Board of Governors. Any member of the Board may be reelected.

    2. The Graduating Governor shall be elected by a majority of the active members in the Senior Section not later than June 1 of his or her Senior year.
    3. Life Governors shall be elected in the same manner as the Graduate Governors and shall serve for life.
  3. Graduate and Graduating Governors shall hold office until September 1st in the year in which their term of office expires and thereafter until their successors are elected and qualified.
  4. ARTICLE VI - MEMBERSHIP MEETINGS

    1. Regular meetings of the Active members of this Club shall be held in September, November, and February of each year, on dates to be fixed by the President on reasonable notice. The election of club officers is to take place at the regular meeting in November. At these meetings any measures to be submitted to the Board of Governors shall be voted upon.
    2. Joint meetings of the Active and Graduate members shall be held at such times as may be fixed by the Board of Governors.
    3. Special meetings of Active members shall be held at the discretion of the President or upon the request of not fewer than one in ten Active members, provided that reasonable notice of such meetings be given beforehand.
    4. A quorum for the transaction of business shall consist of a majority of the Active members. A majority vote of those present shall be sufficient to adopt any measure, except as otherwise provided by this Constitution and Bylaws.

    ARTICLE VII - FEES, DUES, AND CHARGES

    1. All fees, dues, and terms for active membership shall be determined by the Board of Governors and set forth in an annual Member Contract. If a member is found to be in violation of the Member Contract, the member may be suspended from the Club or be discharged from membership and denied all privileges of the Club, including the right to take meals at the Club. If a member ceases to be a member of the Club at any point prior to his or her graduation and for any reason other than no longer being enrolled as a student at Princeton University, the member shall be ineligible for a refund in whole or in part unless authorized by the Board of Governors.
    2. Charges for board shall be paid by Active members in such amounts and at such times as may be fixed by the Board of Governors and according to terms set forth in the Member Contract.
    3. If any house charges are not paid within the time allotted in the Member Contract, penalties in such amount as may be determined from time to time by the Board of Governors may be added for each week or part of a week until the whole is paid. Credit may be denied to any member whose account is thus in arrears. In every case where credit is suspended no further credit shall be extended until the indebtedness already incurred shall have been discharged in full.
    4. Assessments may be imposed upon all Active members by a three-fourths vote thereof, in such amounts as may be approved by the Board of Governors from time-to-time.

    ARTICLE VIII - UNDERGRADUATE AND GRADUATE TREASURERS

    1. All house charges and board shall be collected and deposited by the Treasurer, and shall be paid out by the Treasurer for necessary running expenses as defined in the budget adopted or updated by the Board of Governors. The budget will be established annually, subject to amendment by the Board of Governors at any time.
    2. All house charges and board fees, and all expenditures for repairs, improvements, and other purposes outside of those necessary to the management of the Club shall be determined in the budget adopted by the Board of Governors.
    3. Initiation fees shall be collected by the Treasurer, who shall deposit all such fees.
    4. Undergraduate dues shall be collected and deposited by the Treasurer, and shall be paid out by him or her for insurance, taxes and such other items as may be authorized by the Board of Governors and the officers.
    5. All income devoted to the repayment of debt and expenditures after the current fiscal year, and all income derived from investments shall be under the exclusive control of the Board of Governors, and, unless otherwise ordered, shall be in the charge of the Graduate Treasurer to be kept by him or her in a bank account or other account approved by the Board, subject to signed checks by him or her, such checks to be drawn subject to such regulations and directions as may from time to time be made by the Board of Governors.
    6. Any debt or other obligation incurred to finance the annual budget, expenditures for repairs, improvements, and other purposes outside of those necessary to the management of the Club shall be approved by the Board of Governors.

    ARTICLE IX - AMENDMENT OF THE CONSTITUTION AND BYLAWS

    1. The Board of Governors shall have authority to approve amendments to Article IV, Sections 3, 4, 5 and 6 and to Articles X, XI, and XII of this Constitution and Bylaws, or to adopt any future Constitution and Bylaws solely affecting the rights of Board of Governors hereunder, by three-fourths vote of the Board of Governors at a meeting at which a quorum is present. Any and all other and future amendments to this Constitution and Bylaws must be approved by a three-fourths vote of the Board of Governors at a meeting at which a quorum is present and then by a two-thirds vote of the Active membership. All such amendments requiring approval by the Active members shall be posted in the Club House for at least one week prior to any meeting to approve them

    ARTICLE X - FISCAL YEAR

    1. The fiscal year of the Club shall begin on July 1 of each year.

    ARTICLE XI - BOARD OF GOVERNORS MEETINGS

    1. An annual meeting of the Board of Governors shall be held during the summer recess of Princeton University at such time and place as the Chairperson of the Board may determine. The purpose of the meeting is to exercise the items in Article IV in addition to other Club business. Regular meetings of the Board of Governors shall be held at such times and places as the Board of Governors or Chairperson of the Board may direct. Special meetings of the Board of Governors may be called (a) by the Chairperson of the Board; or (b) by the Secretary upon the request of any three Graduate Governors. At least two days’ written notice shall be given of special meetings. At such meetings voting cannot be by proxy. There shall be at least six meetings of Governors each year in addition to the annual meeting.
    2. Any one or more members of the Board of Governors or any committee thereof may participate in any meeting of the Board of Governors or any committee thereof by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting of the Board of Governors or such committee for quorum and voting purposes.
    3. Minutes shall be kept of each meeting of the members and the Board of Governors, which minutes shall be presented for consideration and approval at the next meeting of the members or the Board.
    4. Any action required by law to be taken at a meeting of Governors, or any action which may be taken at a meeting of Governors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Governors.
    5. Unless otherwise required by this Constitution and Bylaws or by law, actions of the Board of Governors shall require the affirmative vote of a majority of Governors at a meeting at which a quorum is present.

    ARTICLE XII - BOARD COMMITTEES

    1. The Board of Governors shall have the following standing Committees:
      1. Executive Committee. The Executive Committee shall consist of no fewer than four members of the Board of Governors. The Executive Committee shall act only in intervals between meetings of the Board of Governors when emergencies so require and shall, except as precluded by applicable law or this Constitution and Bylaws or as determined by the Board of Governors, have all authority of the Board of Governors except the authority to approve actions having a material financial impact, fill vacancies in the Board or amend this Constitution and Bylaws. Actions of the Executive Committee shall promptly be reported to the members of the Board of Governors, accompanied by descriptions of the nature of the emergencies that prompted such actions. The members of the Executive Committee shall include the Graduate Chairman of the Board; the Vice Chairman of the Board; the Graduate Treasurer; the Graduate Secretary; and such other Board members as may be appointed by the Board.
      2. Nominating Committee. The Nominating Committee shall consist of no fewer than three members of the Board. The members of the Committee and the Chairman of the Committee shall be elected by the members of the Board of Governors. The Nominating Committee shall have responsibility for identifying and presenting Board candidates to the members of the Board of Governors for consideration; reviewing the Board of Governors’ Committee structure from time to time and making recommendations to the Board as to changes thereto and Committee responsibilities when it deems appropriate and as to Committee assignments of Board members; engaging in officer succession planning; conducting evaluations of the officers of the Board of Governors and the other members of the Board of Governors; evaluating Board duties and responsibilities and recommending any changes thereto to the Board of Governors for its consideration; evaluating areas of potential improvement in the Board meeting process; reviewing the Constitution and Bylaws from time to time and recommending changes when it deems appropriate for consideration of the Board of Governors; and performing such other responsibilities as may be assigned to it from time to time by the Board of Governors.
    2. The Board of Governors may, from time to time, create such other standing or special committees or task forces consisting of such persons and providing for such duties and organization as they may deem advisable to assist in the governance and direction of the affairs of the Club.

    ARTICLE XIII - MEMBER MISCONDUCT

    1. The Club will not tolerate harassment or inappropriate behavior from or towards any of our members, staff, alumni, or visitors, or any other behavior unbecoming of a member of The Princeton Charter Club.
    2. In the case of a violation of any applicable laws, rules, or policies, including the University’s Rights, Rules, and Responsibilities, the accused will face discipline at the discretion of the Board of Governors and the President.
    3. Upon receiving a report, an ad hoc group of no less than three members of the Board of Governors will work with the President to conduct a thorough investigation and determine an appropriate consequence, if any. If the President needs to recuse him or herself form the investigation for any reason, then the Vice President or an alternate undergraduate may be appointed by the Board of Governors to fulfill these duties.
    4. During an investigation, interim action, including temporary suspension from the club, may be taken by the President and the Board of Governors to maintain the safety of the membership and the integrity of the Club.
    5. The accused party shall have the opportunity to address the entire Board to defend his or her actions prior to hearing the Board’s final decision.
    6. The Board of Governors may, at its discretion, refer any dispute to the University and/or proper authorities.
    7. A member found to have engaged in misconduct and who the Board has determined can no longer remain a member of the club will NOT be eligible to receive a refund of club dues, in full or in part.