Constitution and By Laws
The Phoenix Association, Delta Epsilon Chapter at The University of Rio Grande
6767 Meadow Creek Drive
Unit 312
Columbus, Ohio 43235
By-Laws revised 2/4/2013: Member in good standing definition and annual or life time dues for members in good standing.
Approved July 11, 2012
Article I: Name
This Corporation shall be known as The Phoenix Association, Delta Epsilon Chapter at The University of Rio Grande and in this Constitution is hereafter termed the Association.
Supremacy Clause: Shall any aspect of the following Constitution or By-Laws of the Association come into conflict with the National Constitution of Alpha Sigma Phi Fraternity, Inc. the National Constitution shall overrule the Constitution of the Association.
Article II: Purpose
The purpose of the Association is to aid and advise the Active Chapter, Delta Epsilon of Alpha Sigma Phi Fraternity and to promote alumni activities. In pursuing this purpose the Association shall establish, maintain and cultivate among its members a sentiment of regard for one another and attachment to the Alpha Sigma Phi and Alpha Tau Delta Fraternities and to these ends do all things lawful and necessary to the provisions of the statutes of the State of Ohio, the policies of The University of Rio Grande and the National Chapter.
Article III: Membership
Section I: Brothers initiated by the Active Chapter and no longer enrolled as undergraduates at The University of Rio Grande shall be members in the Association. Members will be recorded in an official roster and will be grouped as Members that enter during a calendar year.
Section II: Alumni, of other Chapters recognized by the National Fraternity may become Members of the Association by a unanimous vote of the Board or a majority vote of the Association present at a meeting of the board or Association as authorized under Article VIII, Section I, of this Constitution By-Laws.
Section III: Any Member may be expelled from the Association for cause, as provided for in the By-Laws of this Constitution (hereafter termed By-Laws).
Section IV: Alumni Members of Alpha Sigma Phi and Alpha Tau Delta Fraternities will be classified into two groups:
1.) General Alumni Members
2.) Alumni in Good Standing
The difference between these two groups is that alumni members in Good Standing will be allowed to hold office and vote at general meetings. See By-laws for definition of Alumni in Good Standing.
Article IV: Administration
Section I: There shall be a Board of Trustees (hereafter termed the Board) which shall have a President and shall elect/appoint its members (hereafter termed Trustees) from Alumni in Good Standing who shall hold membership as defined in the Board Constitution, except if they choose to relinquish membership or be removed by a three fifths (3/5) vote of the Board (Total number of Trustees) at an official Board meeting, provided due notice is given in writing or by e-mail of the meeting for that purpose to all Trustees, including the person to be removed, and provided further that cause for said removal is proven. New Trustees will be selected from the members based on the Constitution of the Board.
Paragraph I: The Trustees shall be recorded in a list that will be maintained by the Board Secretary.
Paragraph II: The Board shall be responsible for the overseeing of investment and aspects of the funds of the Association.
Paragraph III: The Board must meet at least one (1) time each fiscal year at one of the all Alumni meetings during an Alumni weekend or by video conference or phone conference or other means.
Paragraph IV: The members of the Board shall hold office for a term of two years or until their successor shall be duly elected. Each board member will hold a two (2) year term with elections for President, Vice President and At Large positions being held in even numbered years and elections for Secretary and Treasurer to be held in odd numbered years.
Their election/approval shall be at the yearly meeting as specified in Article IV, Section I, Paragraph III.
Paragraph V: Meetings of the Board shall be held at such times as deemed necessary by the
President of the Board. A majority of the total number of Trustees shall constitute a quorum or a minimum of five (5). A three-fifths (3/5) vote of a quorum shall be required to carry any motion except as otherwise specified in this Constitution.
Paragraph VI: The Board must approve all written contracts and obligations entered into by the Association. Such approval must consist of a three-fifths (3/5) affirmative vote of the total number of Trustees.
Article V: Duties of Officers
Section I: President of the Board:
The President of the Board shall be the Chief Executive of the Association. He shall preside at all meetings of members of the Association. He shall see that the Constitution, By-Laws, Rules and Regulations of the Association are enforced and shall perform all other duties that may be prescribed from time to time by the Board. He shall, with the Secretary and/or Treasurer, be empowered to enter into all written contracts and obligations which have been approved by the Board as a representative of the Association. He shall, with the approval of the Association appoint the members of the standing committees and such other committees that the Association may authorize and he shall be exofficio a member of all committees.
Section II: Vice President of the Board:
In absence of the President of the Board, the Vice President of the Board shall have the responsibilities and authorities and shall perform the duties of President of the Board. He shall assist the President of the Board in the discharge of his duties. He shall be a member of all committees that are formed.
Section III: Secretary:
The Secretary shall hold the records of the proceedings of the Board. He shall keep a correct membership role at all times. He shall issue and post all notices to be given by or in behalf of the Association or the Board and attend to the correspondence of the Association and the Board. He shall be responsible for all Corporation records other than financial records.
Section IV: Treasurer:
The Treasurer shall be responsible for all funds and financial records of the Association. He shall make reports from time to time as required by the Board. He shall perform such other duties as may be prescribed by the Board. He shall, with the President of the Board, sign all written financial contracts and financial obligations of the Association which have been approved by the Board. He shall prepare a statement of the current financial condition of the Association, which shall be presented at every authorized meeting of the Board and or Association. He shall file form 990-n (e-postcard filing) with the IRS yearly by February 15 of each year.
Section V: At Large Member/Grand Chapter Advisor
The Grand Chapter Advisor will work with the chapter and be a liaison between the Chapter and the Board
Section VI: Officers’ Records and Property:
All officers shall, at the expiration of their term of office, turn over to their successors in the office the records, correspondence, and property belonging to the Association.
Section VII: Removal from Office:
Any officer may be removed from his office by a three-fourths (3/4) vote of all the members present at an official meeting, provided due notice is given of the meeting for that purpose to all members including the person to be removed and provided further that cause for said removal is proven.
Section VIII: No one member of the Association may hold more than one Council office at any one time. (Office referring to the position of President, Vice President, Secretary, Treasurer, or At- Large Member/Grand Chapter Advisor.
Article VI: Election of Office
Section I: Nominations for elective position will be conducted at an authorized meeting of the Association. Any member in Good Standing of the Association may be nominated for an elected position. Nominations for positions can come from any Alumni member and self nominating is allowed.
Section II: Election of officers shall be by majority vote of members in Good Standing who participate in the voting process. Voting may be done in person, by e-mail or by online forms/web site (if available).
Section III: The terms of office of the officers shall being on September 1, following their election. They shall hold office for two (2) years or until their successors have been duly elected.
Section IV: Election of officers shall be held between May 1 and August 1 of any calendar year. This can correspond with the May Day Activities.
Section V: In the event any officer vacates his position, the President will appoint a member to the position. This member will hold office until a new officer is elected at the next election period or by special election.
Section VI: The elected officers will be known as the Board of Directors.
Article VII: Meetings
Section I: Regular Meetings:
Regular meeting of the Association shall be held at such times and places as may be authorized by the members of the Board. Regular meetings may take place in the form of face to face, phone conferencing, e-mail, or instant messenger. Board meetings will take place at least once per quarter.
Section II: Special Meetings:
Special meetings of the Association may be held at any time upon notification by the President. Any call or notice of a special meeting shall indicate the purpose thereof. Special meetings may take place in the form of face to face, phone conferencing, e-mail, or instant messenger. There will be notice of the special meeting with at least one (1) week notice.
Section III: Annual Meeting:
An Annual Meeting of the Association must be held once each calendar year after or close to the end of the Association fiscal/calendar year. The annual meeting can also take place at the same time that a board meeting is taking place. .
Section IV: Voting at Meetings:
Voting at meetings of the Association shall take place only when a quorum is present; a quorum shall consist of different Members; depending on the type of meeting it is. Voting shall be limited to Members as described in Article III. Each Member in Good Standing shall be entitled one (1) vote on each motion put before the meeting. A Member in Good Standing may vote by proxy before any meeting. Votes will be collected and recorded by the Secretary in any manner related to secret or open ballot and includes written, called, e-mailed or instant message replies. Voting will be selected as secret or open form based on designation by the President of the Board.
Section V: All meetings of the Association will be held in the City of Rio Grande, State of Ohio or other location approved by the Board.
Section VI: Quorum will be defined as the following:
For all Alumni meetings; a majority of Alumni in Good Standing that are present and/or have accounted votes by proxy, for votes related to all Association Members.
For all Board meetings; a majority of the Board must be present and/or have accounted votes by proxy, for votes related Board Members.
Article VIII: Income
Section I: The income of the Association shall be derived in accordance with the By-Laws.
Section II: The fiscal year of the Association shall begin on the first day of January and shall run to the last day of December of the calendar year.
Section III: Any financial motion put before a meeting of the Association must receive at least a two thirds (2/3) affirmative vote of the council members as called out by quorum to be carried, and must also receive a three fifths (3/5) affirmative vote of the Board.
Article IX: Committees
Such committees as may be desirable shall be appointed by the President with the provisions set forth in the By-Laws.
Committee Chairs will be voted in by the Board; if no quorum is present the President will appoint the Chairs. Chairs will have a two (2) year term. Committees will only be appointed as necessary.
Article X: Amendments
Section I: Proposed Amendments to this Constitution may be proposed by a majority vote of the Board or a petition signed by ten (10) members of the Association by Alumni in Good Standing.
Section II: An Amendment shall become effective only upon receiving affirmative vote of three fifths (3/5) of the members of the Board and by a majority of the association present at the meeting.
Article XI: Ratification
This Constitution shall become effective only upon receiving affirmative votes of three fifths (3/5) of the Board members.
Article XII: By-Laws
The By-Laws will specifically define the committees, rules, and regulations of the Association. Approval of a By-Law will be made by a three fifths (3/5) vote of the board.
By–Laws of the Alumni Association The Phoenix Association, Delta Epsilon Chapter at The University of Rio Grande
Article I: Order of Business
The President shall take the chair and call the meeting to order; the members being seated and the quorum being present, the following order of business shall be observed:
1. Call of order
2. Roll call
3. Reading of minutes of previous meeting (past action items)
4. Report of Officers
5. Report of Committees
6. General Discussion
7. Old Business
8. New Business (this will include Officer & Committee Chair elections/nominations/appointments)
Article II: Rules of Order
The Association will use “Robert’s Rules of Order” at all meetings for guidance; but are not 100% bound by its rules. All rulings will be done so that the best interest of the house is the main priority; these will be designated by President.
Article III: Removal from Membership
Any Member may be removed from the Association by a four fifths (4/5) vote of all Board Members at an official meeting, provided due notice is given of the meeting for that purpose to all Members, including the person to be removed, and provided further that cause for said removal is proven.
Article IV: Committees
Committees deemed desirable by a three fifths (3/5) vote of the Board shall be formed. Each Committee shall have a Chairman, whose duty will be to give a report of the Committee’s actions and/or findings at all regular meetings of the Board and or Association meetings and to select other members of the Committee (note: the Vice President is by default a member of all Committees & has a vote at all Committee meetings). The Chairman of each Committee will be appointed by the Board by a three fifths (3/5) vote. In cases when a majority vote is not possible, the President will appoint the chair.
Article V: Seal
The seal of this Association shall be “Alumni Association of The Phoenix Association, Delta Epsilon Chapter at The University of Rio Grande, and shall meet all provisions of the Statutes of the State of Ohio, the policies of The University of Rio Grande and the National Chapter.
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Article VI: Account Signatures
All saving accounts, bank accounts, checking accounts, and similar accounts shall require the signature of the treasurer for fund disbursements. The treasurer will need to have written approval via e-mail or face book post from the President or Vice President in the absence of the President to cut a check or withdraw funds. (These approvals need to be kept and presented with account statements).
Article VIII: Alumni Standing
Section I: Alumni in Good Standing will be able to vote for Officers as well as hold office. This type of Alumni is defined as an Alumni Brother who
1) Has no past debt with the Chapter; if he has a past debt he must be on a payment plan to pay his debt off.
2) To be a member in good standing, a member shall be current on their annual membership dues or have paid their one time life time member fee. Membership dues are $20 per year and are due by January 1st of each year. You can also become a lifetime member in good standing by paying a one time fee of $200. There would be no other dues required when the member pays this one time payment. Previous yearly contributions do not count toward the one time payment. A member can also be in good standing by making a $50 or more contribution to the chapter or alumni association in a calendar year.
Article VIII: Income
Section I: The income of the Association will be collected based on past debts owed to the Chapter, donations given from Members and payments for property and services that are owned and provided by the Association; this includes payments from the Undergraduate Chapter as agreed upon between the Board and the Undergraduate Prudential Committee.
Section II: In the event that the income of the Association is threatened, the Board (by a unanimous vote) can place the Undergraduate Chapter on Financial probation, lasting not less than one semester. In this event, the Board will control/oversee all financial matters of the Undergraduate members. Probation must be submitted to the Undergraduate Prudential Committee at least one (1) month prior to the start of the probation period, unless a vote of the Association is made to have the probation start sooner (this will be considered an Emergency Condition).
Section lll: A budget with income goals, projections and expenditures will be prepared annually and presented to the association at the beginning of the fiscal year. The budget is approved by the board by a majority vote.
Article IX: Emergency Condition
In the event that the Chapter, Association or Undergraduate Membership is in a state of emergency, that will include expelling of any organization, the Board will take full control of said organization until a time that it is no longer in jeopardy.
Article X: Dissolution
Upon Dissolution of the corporation, if there are any funds left in the association accounts, the money would either transfer to the The University of Rio Grande Scholarship Fund for Alpha Sigma Phi undergraduate members or to the Alpha Sigma Phi Fraternity at the University of Rio Grande for their general purposes.