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" 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
SECTION 3. Alumni members of this Corporation, present at a general of special meeting of the Corporation, shall be entitled to one vote on any and all questions.
ARTICLE IV ANNUAL MEETINGS
SECTION 1. The annual meeting of this Corporation
shall be held in or around
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 the members 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 individual member, as the same appears upon the books of the Secretary.
SECTION 4. Five members shall constitute a quorum, at least three of whom shall be alumni members, of which 2 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).
SECTION 6. Meetings of the Corporation and meetings of the Directors may be held remotely using readily accessible means such as through emails, conference calls, webcasts, at the discretion of the President.
ARTICLE V DIRECTORS
SECTION 1. The number of Directors shall be thirteen, three of whom shall be undergraduate members; the rest shall be alumni 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. Two directors shall constitute a quorum, at least two of whom shall be alumni members.
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, or upon resignation. 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. In case of a tie vote to elect a Director, the then-acting President shall decide the Director from those with a tie vote. Directors shall hold office for three year terms on a rotating schedule. In case of a vacancy, the Directors may, but are not required to, 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 written request of any Director filed with the Secretary or President.
SECTION 4. The Secretary or President 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 individual Director, not less than two 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. All Directors,(alumni members and undergraduates) present at a meeting of the Directors, shall be entitled to one vote on any and all questions. A tie vote of the Directors shall defeat the motion. In case of a tie vote to elect an officer, the then-acting President shall decide the officer from those with a tie vote.
SECTION 6. Any Director can be removed by a majority vote of the Directors if he misses three meetings during his term without prior notification to the Secretary or President of his absence.
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 alumni member number a President, a Vice-President, Secretary, and Treasurer. In case of a vacancy, the Directors may, but are not required to, fill such vacancy for the remainder of the term. Additionally, in case of vacancy, an alumni member Director may hold two officer positions (one as an elected position and one as an acting-position). In all cases, officers must be elected by the Directors.
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.
SECTION 7. 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 8. All officers of the Corporation shall be
bonded through coverage provided by Alpha Sigma Phi Fraternity, Incorporated,
ARTICLE VII PROPERTY
SECTION 1. No real property 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 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
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 COMMITTEES
SECTION 1. The Corporation may appoint or elect any committees as it deems necessary via motion at a general or special 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