Bylaws of the Epsilon Nu
Alumni Association
ARTICLE I NAME
SECTION 1. The name of the Corporation shall be the Epsilon Nu Alumni
Association of Alpha Sigma Phi, Inc. (the "Corporation")
ARTICLE II OBJECTS
SECTION 1. The objects for which the Corporation is formed are: To promote and further the welfare and interest of the members of this Corporation; to stimulate and to broaden thought and to crystallize sentiment; to bring together intellectual life and the points of view of the members; to encourage sound undergraduate chapter management and to provide continuity to undergraduate chapter operations through support of an Alumni Advisory Board; to promote and support an Alumni Association designed to coordinate communication and stimulate interest in chapter affairs.
ARTICLE III MEMBERS
SECTION 1. Categories. The members of the Corporation shall be one category (a) Alumni
SECTION 2. Alumni members of Epsilon Nu Chapter of Alpha Sigma Phi, Inc. and any member of Phi Theta Colony of Alpha Sigma Phi, Inc. who are known as "alumni members" in good standing under the terms and provisions of the Constitution and By Laws of the chapter of Alpha Sigma Phi shall be an Alumni Member. In addition, any alumnus of Alpha Sigma Phi from any chapter, living in the Binghamton community who has a desire to become involved, shall be an Alumni Member. Said membership shall be terminated when said member leaves the Binghamton area permanently.
SECTION 3. Not withstanding the foregoing, each member of this Corporation, present at a duly called meeting, shall be entitled to one vote on any and all questions, irrespective of the category of his membership.
ARTICLE IV ANNUAL
MEETINGS
SECTION 1. The annual meeting of this Corporation shall be held concurrently as a joint event with the Epsilon Nu chapter, in or around Binghamton, New York at the Epsilon Nu chapter house, unless otherwise specified by the Board of Directors. (6 October 2007)
SECTION 2. Special meetings of the Corporation shall be called by the Secretary upon the Request, in writing, of not less than five members of the Corporation or by two Directors or by the Board of Directors of Epsilon Nu Alumni Association of Alpha Sigma Phi Fraternity.
SECTION 3. Written notices of the Corporation shall be delivered by the Secretary to themembers of the Corporation at least ten days before the date of the meetings and addressed to his last known post office address or electronic mail address, as preferred and requested by the invidual member, as the same appears upon the books of the Secretary.
SECTION 4. Nine members shall constitute a quorum, at least five of whom shall be alumni members, of which 3 must be directors.
SECTION 5. At meetings of the Corporation, the order of business shall be as follows:
1. Reports of officers
2. Reports of committees
3. Unfinished business
4. New business
5. Election of Directors at annual meetings.
ARTICLE V DIRECTORS
SECTION 1. The number of Directors shall be thirteen, three of whom shall be undergraduate members. The Chapter President, Chapter Treasurer, and Chapter Alumni Director of the active chapter shall automatically be named as Directors and their terms of office shall run concurrently with the active chapter's elections. The Grand Chapter Advisor shall automatically be named a Director and his term of office shall run concurrently with his official appointment. The business of the Corporation shall be carried on by the Directors, subject to these By-Laws and the supervision of the Board of Directors of Alpha Sigma Phi Fraternity. Seven directors shall constitute a quorum.
SECTION 2. The Directors, except for the Chapter President, Chapter Treasurer, and Chapter Alumni Director of the active chapter and Grand Chapter Advisor, shall be elected at the annual meeting and shall hold office until their successors have been elected. Each member of the Corporation present and voting shall be entitled to one vote for each Director's position to be filled, and the votes shall be cumulative. Directors shall hold office for three year terms on a rotating schedule. In case of a vacancy, the Board at any regular or special meeting may fill such vacancy for the remainder of the term.
SECTION 3. Meetings of the Directors shall be held at least twice during the academic year, one of which shall directly follow the annual meeting. Special meetings shall be held at the call of the President of the Corporation or upon the written request of any two Directors filed with the Secretary.
SECTION 4. The Secretary shall give notice of all meetings of the Directors by mailing notice thereof addressed to each Director at his last known post office address, or electronic mail address, as preferred and requested by the invidual Director, not less than six days before such meetings. The notice shall state the object of the meeting, and no business shall be transacted thereafter except such as is stated in the call for the meeting.
SECTION 5. A tie vote of the Directors shall defeat the motion.
ARTICLE VI OFFICERS
SECTION 1. The Board of Directors, at a meeting to be held at the close of the annual meeting of the Corporation, shall elect from their number a President, a Vice-President, Secretary, and Treasurer.
SECTION 2. Executive Committee. The President, Vice-President, Secretary, Treasurer, and Grand Chapter Advisor shall constitute the Executive committee and this committee shall have the power to act for the Board of Directors in case of emergency.
SECTION 3. The President shall be the chief executive officer of the Corporation and chairman of the Board of Directors, and shall execute all contracts and documents required in conducting business of the Corporation upon authorization of the Board of Directors.
SECTION 4. The Vice-President shall, in the absence or incapacity of the President, be vested with all the powers and perform all the duties of the President. He shall also take charge and execute the annual voluntary dues or giving program.
SECTION 5. The secretary shall keep the minutes of the Corporation and of the Board of Directors; he shall have custody of the Seal of the Corporation and shall perform all the duties usually incident to the office.
SECTION 6. The treasurer shall have the care and custody of the funds and securities of the Corporation, and all checks, notes, drafts, and orders for payment of money shall be signed by the treasurer and countersigned by the President or Vice-President. Endorsement for deposit may be made by an officer of the Corporation.
SECTION 7. The Grand Chapter Advisor will also serve as Alumni Advisory Board Chairman, unless he makes provisions to allow another alumnus to serve this position. The Corporation will support and promote the Alumni Advisory Board.
SECTION 8. The Alumni Advisory Board's function shall be to provide guidance and advice to the undergraduate chapter, promote chapter/alumni activities and alumni only activities which contribute to the common goals and brotherhood interaction of Alpha Sigma Phi Fraternity. The Alumni Advisory Board shall further see that regular communication is maintained with all chapter alumni, that undergraduate and/or alumni newsletters are regularly published, announcements of alumni activities are made, and other communications are maintained.
SECTION 9. Duties of the Members-at-Large. The Members-at-Large may serve as chairmen of committees for major alumni activities or special projects, as designated by the President.
SECTION 10.All officers of the Corporation shall be bonded through coverage provided by Alpha Sigma Phi Fraternity, Incorporated, Carmel, Indiana.
ARTICLE VII PROPERTY
SECTION 1. No property, real or personal, owned or acquired by the Corporation shall be sold, transferred, or assigned without the affirmative vote of the Corporation, which shall be given by vote at a meeting called for the purpose of acting thereon. A majority vote of those members present in person shall constitute an affirmative vote of the Corporation.
SECTION 2. In the event that the charter of Epsilon Nu Alumni Association or Epsilon Nu Chapter is suspended or revoked for any reason, all of the property, both real and personal, belonging to said Alumni Association, Epsilon Nu Chapter and to this Corporation shall pass to Alpha Sigma Phi Fraternity, Inc. of Carmel, Indiana, in trust for the following uses and purposes: The property may be held or sold in the sole discretion of the trustee. The trustees shall, if sufficient trust funds are available, first pay any outstanding liabilities of the Alumni Association and this Corporation which remain unpaid at the time the assets are transferred to the trustee. During the term of the trust the income of the trust fund shall be paid to Alpha Sigma Phi Fraternity, Inc., of Carmel, Indiana. If the said Alumni Association is reactivated within a period of ten years from the date of the commencement of this trust, the trust shall terminate and the proceeds shall be distributed to a not-for-profit corporation which shall be organized for the same purposes as this Corporation was organized. In the event that the said Alumni Association is not reactivated within the said term of ten years, then at the end of the said term the trust shall terminate and the proceeds shall be distributed to Alpha Sigma Phi Fraternity, Inc., of Carmel, Indiana.
SECTION 3. Should this Corporation be dissolved while Epsilon Nu Chapter is still an active chapter, all property, real and personal, belonging to this Corporation shall prior to dissolution be conveyed to a new corporation to be organized for the same purposes as this Corporation was organized, and upon failure to organize said corporation, all property, real and personal, shall be conveyed to Alpha Sigma Phi Fraternity, Inc., of Carmel, Indiana prior to said dissolution.
ARTICLE VIII STANDING
COMMITTEES
SECTION 1. There shall be an auditing committee composed of two members who shall be elected at each annual meeting of the members of the Corporation to serve for a period of one year and until their successors shall have been duly elected. One of such members shall be elected from the alumni members, excluding the Treasurer, and one from the undergraduate members. The auditing committee shall, at its discretion, direct the books of the Treasurer of the Corporation annually to an independent, professional auditor and furnish a review report in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants covering the preceding fiscal year to the Board of Directors and the Office of Administration prior to the annual meeting of the members of the Corporation.
SECTION 2. The Corporation may appoint or elect any further committees as it deems Necessary via motion at a general meeting.
ARTICLE IX ADOPTION
AND AMENDMENT
SECTION 1. Adoption. An affirmative vote of the majority attending the meeting of the Corporation at which these By-Laws are considered shall be required their adoption, and they shall become effective immediately upon adoption.
SECTION 2. Amendments. Amendments to these By-Laws may be made by the Board of Directors of the Corporation upon approval of a two-thirds majority present at any meetings at which they are proposed, or by a majority attending a meeting of the Corporation.
SECTION 3. Except as stated elsewhere in these By-Laws, the Corporation will conduct meetings according to Robert's Rules of Order (1996 Constitution Society Version) freely available on the Internet via www.robertsrules.org.
The foregoing By-Laws were adopted at a meeting of Epsilon Nu Alumni Association of Alpha Sigma Phi, Incorporated, on October 11, 2003.
(signed)___John Tilden_____________
(President)
(signed__Chris T. Cohen____________
(Secretary)