Bylaws

Bylaws

of Lambda Chi Alpha at Arkansas State University Inc.

Adopted as amended by a unanimous vote of the the Corporation on Sept. 13, 2003

Amended by the Corporation on Oct. 16, 2004.

Existing corporation dissolved by unanimous vote of the Corporation on April 17, 2010.

New corporation formed and bylaws, as revised, adopted by unanimous vote of the Corporation on April 17, 2010.

Article I: Name

Section 1. The name of the corporation shall be Lambda Chi Alpha at Arkansas State University Inc.

Article II: Purpose

Section 1. The particular objects for which the corporation is to be formed are: To promote and further the welfare and the interests of the members of this Corporation attendant upon a course of study at Arkansas State University, Jonesboro, Arkansas, or who have been in the past attendant upon a course of study in said Arkansas State University; to stimulate and to broaden thought and to crystallize sentiment; to bring together the intellectual life and the points of view of the members of the different departments of Arkansas State University in which members of this Corporation may have been registered as students; to encourage sound undergraduate chapter management through advice and counsel and to provide continuity to undergraduate chapter operations; to coordinate and plan all chapter alumni activities and communication, and stimulate interest in chapter affairs; and to provide and maintain a house for the benefit of undergraduate members of Iota Theta Zeta of Lambda Chi Alpha in which they may reside and hold meetings.

Article III: Members

Section 1. The members of this Corporation shall be of two classes — (1) Alumnus and (2) Active.

Section 2. Members of Iota Theta Zeta of Lambda Chi Alpha Fraternity who are known as “alumni members” in good standing under the terms and provisions of the Constitution and Statutory Code of Lambda Chi Alpha Fraternity, shall be graduate members. Membership shall be for life.

Section 3. Members of Lambda Chi Alpha Fraternity, who were initiated at a chapter other than Iota Theta Zeta and who have transferred their affiliation to this Zeta, or who are members of Lambda Chi Alpha Fraternity, who wish to associate with this Zeta, will also be known as alumni members. The membership of an associating member shall be terminated when requested in writing to the Secretary of the Corporation by said member.

Section 4. Members of Iota Theta Zeta of Lambda Chi Alpha who are known as “active members” in good standing under the terms and provisions of the Constitution and Statutory Code of Lambda Chi Alpha Fraternity, shall be undergraduate members. Active members become alumni members upon completing their course of study at Arkansas State University.

Section 5. Each dues-paying alumnus member of this Corporation, present at a duly called meeting, shall be entitled to one vote on any and all questions. Active members are allowed to attend all meetings and participate, but may not vote except for the High Alpha and High Tau.

Section 6. Annual dues for alumni members will be set by the Corporation Board of Directors. Such dues shall be paid each year, payable on Jan. 1. All alumni members who have paid these dues shall be considered to be in “good standing” with the Corporation.

Article IV: Meetings of the Corporation

Section 1. The annual meeting of this Corporation shall be held on the weekend of the annual Founders Day.

Section 2. Special meetings of the Corporation shall be called by the President or by the Secretary upon request in writing of not less than three members of the Corporation Board of Directors or by the Grand High Zeta of Lambda Chi Alpha Fraternity.

Section 3. Notices of meetings of the Corporation shall be delivered by the Secretary to all members at least 10 days before the date of the meeting, addressed to his last known post office address, e-mail account or called to his last known telephone number as it appears upon the books of the Secretary.

Section 4. Ten alumni members in good standing shall constitute a quorum of the Corporation.

Section 5. For regular and special meetings of the Corporation, the President shall prepare an agenda, which shall be included in the notification to all members.

Section 6. Meetings will be conducted in accordance with “Robert’s Rules of Order.”

Article V: Board of Directors

Section 1. The Corporation shall select a Board of Directors to conduct the business of the Corporation between annual meetings. An Executive Committee of the Board shall make day-to-day decisions and serve as a liaison to the Zeta in its operations. The duties of the Executive Committee will be established by board resolution.

Section 2. The Corporation Board of Directors shall include 15 voting members.. Twelve directors will be alumni members in good standing and will be elected by the Corporation at the annual meeting for a 2-year term, with six members to be elected each year

Section 3. The High Alpha (President), High Tau (Treasurer), and High Pi (Adviser) of the active Zeta shall serve as voting members of the Board of Directors but shall not hold executive positions.

Section 4. Officers of the Board of Directors shall be: President, Vice President of Programming, Vice President of Fund Raising, Treasurer and Secretary. This order constitutes the ranking order of the officers. The officers will be chosen by the Board of Directors. Each member of the Board of Directors shall hold one vote. The President only votes in case of a tie.

Section 5. The five officers of the Board of Directors shall constitute the Executive Committee, and the High Pi will be an ex-officio member. Each member of the Executive Committee shall hold one vote. The President only votes in case of a tie.

Section 6. The Board of Directors shall meet at least quarterly, and the time and place of regular meetings will be published for all members. Meetings of the Board are open to all members, and the President shall maintain control of the agenda.

Section 7. In the event a board member shall miss three consecutive meetings without having requested an excused absence from the President or Secretary, then that board member’s position may be declared vacant and filled in the manner hereinafter set forth in Section 8.

Section 8. In the event of a vacancy on the Board of Directors, the Board will elect a replacement to complete the unexpired term.

Section 9. A quorum of the board shall be half of the directors currently serving, plus one.

Section 10. Meetings of the Board of Directors and Executive Committee will be conducted in accordance with “Robert’s Rules of Order.”

Article VI: Officers

Section 1. The President shall be the Chief Executive Officer of the Corporation, Chairman of the Board of Directors and Chairman of the Executive Committee. The President shall execute all contracts and documents required in conducting the business of the Corporation upon authorization of the Board of Directors. He shall give a State of the Zeta Report during the annual meeting of the Corporation, and it shall be published in the alumni newsletter.

Section 2. The Vice President of Programming 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 handle all social events for the Alumni Members. He is in charge of all Homecoming and Founders Day weekend activities. He organizes social events for alumni members to attend during the year. He may appoint committees to assist with those functions.

Section 3. The Vice President of Fund Raising shall be in charge of collecting annual dues of alumni members and for establishing a giving program for the benefit of the Fraternity. He shall organize fund-raising events as needed to benefit the Corporation. He shall make recommendations to the Board of Directors in regard to spending the money raised. He shall work with the Treasurer to ensure the safe custody of Corporation funds.

Section 4. The Treasurer shall have the care and custody of the funds and securities of the Corporation. All checks, notes, drafts and orders for payment of money shall be signed by the Treasurer and counter-signed by the President only for expenditures over $1,000, except that the Board of Directors may authorize certain regular payments to be made with the Treasurer’s signature only. Any officer of the Executive Committee may make endorsement for deposit. The Corporation Treasurer shall also advise and assist the Treasurer of the undergraduate chapter in the keeping of undergraduate chapter financial records and the carrying out of its financial policies.

Section 5. The Secretary shall keep the minutes of the Corporation, the Board of Directors and the Executive Committee. He shall publish the minutes as directed by the Board of Directors and shall maintain files of all minutes in the Alumni Room. He shall furnish typewritten minutes to members of the Board before or at each meeting. He is responsible for communicating notice of meetings and other information to alumni and active members. The Secretary serves as liaison to the High Rho (Alumni Secretary) of the active Zeta in matters pertaining to alumni, including publications.

Article VII: Standing Committees

Section 1. The President shall appoint an Auditing Committee composed of three members of the Board of Directors who are not officers of the Board. The committee shall be appointed by Jan. 1 and shall serve for one year and until a new committee has been appointed. The Auditing Committee shall perform an audit on the books of the Treasurer of the Corporation annually and shall furnish a report to the Board of Directors and to the membership of the Corporation during its annual meeting.

Section 2. There shall be a Housing Committee composed of three members of the Board of Directors. Serving as non-voting members shall be the undergraduate chapter’s President (High Alpha), the undergraduate chapter’s Treasurer (High Tau) and the undergraduates’ House Manager. The Housing Committee shall perform the duties of researching and presenting to the Board of Directors all purchase requests for house improvements that require using money from the undergraduate chapter’s Reserve Fund or from Corporation funds. The committee will present to the Board, preferably in writing, the best possible price and quality of any items needed so the Board can make a decision on whether to purchase that particular item for the undergraduate chapter.

Section 3. The President may appoint or elect any further committees, as he deems necessary.

Article VIII: Property

Section 1. No property, real or personal, owned or acquired by the Corporation, shall be mortgaged, sold, transferred, assigned or otherwise encumbered 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 Iota Theta Zeta is suspended or revoked for any reason, all of the property, both real and personal, belonging to said Zeta and to this Corporation shall pass to Lambda Chi Alpha Fraternity Inc. of Indianapolis, Indiana, in trust for the following uses and purposes: The property may be held or sold at the sole discretion of the Trustee. The Trustee shall, if sufficient trust funds are available, first pay any outstanding liabilities of the Zeta 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 the Lambda Chi Alpha Educational Foundation Inc. of Indianapolis, Indiana. If the said Zeta is reactivated within 10 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 organization which shall be organized for the same purposes as this Corporation was organized. In the event the said Zeta is not reactivated within 10 years, then at the end of said term the trust shall terminate and the proceeds shall be distributed to the Lambda Chi Alpha Educational Foundation.

Section 3. Should this Corporation be dissolved while Iota Theta Zeta is still an undergraduate chapter, all property, both 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, both real and personal, shall be conveyed to Lambda Chi Alpha Fraternity Inc. of Indianapolis, Indiana, prior to said dissolution.

Section 4. The Board of Directors of the Corporation will be responsible for the purchase of all property insurance for the fraternity chapter house. If Lambda Chi Alpha Fraternity Inc. of Indianapolis, Indiana, provides a property insurance policy, the Corporation may purchase such said insurance policy with the approval of the Board of Directors.

Section 5. The Board of Directors of the Corporation has the final decision on the purchase and/or cancellation of any and all insurance policies concerning the undergraduate chapter of Iota Theta Zeta of Lambda Chi Alpha, and also for the Corporation.

Section 6. No member of the Board of Directors or member of the Corporation shall be personally liable for any duties, liabilities or responsibilities of the Corporation.

Article IX: Adoption and Amendment

Section 1. An affirmative vote of a majority attending the annual meeting of the Corporation at which these Bylaws are considered shall be required for adoption, and they shall become effective immediately upon adoption.

Section 2. Proposed amendments to these Bylaws must be presented to the members of the Corporation at least 30 days in advance of the annual meeting or a meeting called for the purpose of considering said amendments. Amendments to these Bylaws may be made upon approval of a two-thirds majority present at any meeting at which they are proposed.