By-Laws of Theta Chi of Penn State
The below by-laws were approved on October 17TH, 2006 at the Homecoming meeting. Click here to download a PDF copy.
For better accomplishing the object and purpose set forth in its Charter, the Alumni Corporation of Omega Chapter of Theta Chi Fraternity (Alumni Corporation) does establish the following by-laws for its government.
ARTICLE I
NAME
The legal name of this organization shall be “Theta Chi of Penn State, Inc.”
ARTICLE II
PURPOSE
The purpose for which said Corporation is formed is to maintain an organization for social enjoyment and to promote fellowship among those members of Omega Chapter of Theta Chi Fraternity who shall have graduated from or otherwise severed their connection with Penn State University. The Alumni Corporation, Theta Chi of Penn State, Inc., shall be an organization, which helps, guides and serves the active undergraduate chapter.
ARTICLE II
OBJECTIVES OF THE CORPORATION
To enhance the social and intellectual life of its members by providing a means for brothers to continue their fraternal affiliation beyond their active chapter experience
To promote the interests of Theta Chi in both the community and the individual lives of its members
To facilitate communication between its alumni members, active members and the National Alumni Association.
ARTICLE IV
MEMBERSHIP
Any of the following may become a member of the Alumni Corporation by signing the membership roll, and agreeing to be bound by the Regulations and By-laws of this Corporation:
Members of Omega Chapter of Theta Chi Fraternity, in good standing, no longer attending Pennsylvania State University or enrolled in a school with no collegiate chapter of Theta Chi
Honorary members voted in by the Omega Chapter of Theta Chi Fraternity
Initiates of any Theta Chi collegiate chapter voted into the corporation by the Board of Directors
The undergraduate President and Treasurer of the Omega Chapter of Theta Chi Fraternity
Any member of the fraternity may be suspended or expelled by the Board of Directors for conduct unbecoming a member, as set forth in the National Chapter Bylaws and Procedures of Theta Chi Fraternity
ARTICLE V
ANNUAL CORPORATION MEETING OF THE MEMBERSHIP
The Alumni Corporation shall have its annual corporation meeting of the general corporation membership during the homecoming events of the Pennsylvania State University (held typically in October of each year). Other meeting times shall be established by a vote of the Alumni Corporation upon the recommendation of the Board of Directors.
The purpose of the annual corporation meeting shall be for the election of the Board of Directors and the reporting of all relevant business and transactions of the past year, including but not limited to the statement of the Alumni Corporation financial accounts.
Order of business at the annual corporation meeting shall be as follows
Roll call of members
Reading of minutes of the last annual corporation meeting by Secretary
Report of President
Report of Treasurer
Report of the Undergraduate Chapter President
Report of the Undergraduate Chapter Treasurer
Any reports deemed necessary by the Board of Directors
Transaction of old Business
Election of Directors
Transaction of new Business
Adjournment
Special meetings of the corporation may be called by the President, or by written request of not less than ten (10) active corporation members, delivered in writing to the Secretary at the address listed on the alumni corporation website (www.thetachiomega.com). The Secretary shall then provide written notice to all members. The special meeting shall only be for specific business mentioned in the notice for the special meeting.
The Secretary shall notify each member of the annual corporation meeting or any special meeting no later than 21 days before the date that meeting is to be held.
At any Alumni Corporation Meeting, any three (3) Directors plus any other five (5) Alumni Members (Directors or general members) in good standing, as defined in Article IV, Section 1 of these By-Laws, shall constitute a quorum. All business transacted in a meeting so constituted shall be as valid as if the entire active membership of the Alumni Corporation was present and voting.
Members may vote by a written proxy. Proxies may be counted in determining the existence of a quorum. Proxies must be in writing, signed and dated by the active voting member submitting the proxy. Proxy forms utilized should be similar to that as attached in Appendix A, and shall list the name, telephone number, email address (if any) of both the member and proxy holder to whom the member has assigned his voting rights, and shall be signed and dated by the proxy grantor. The President must receive proxies not less than five (5) days prior to the meeting at which they shall be counted. The President or any other Director may validate such proxies by telephone, email or other method they determine necessary. A proxy can be used only for voting; it cannot be used to make, second, or to amend a motion. Members providing a proxy shall send the attached form via fax, US mail, overnight carrier or electronic mail to the current President at the address (physical or electronic) or fax number listed on the alumni corporation website (www.thetachiomega.com). Proxies which do not comply with these requirements, shall be void.
The Proceedings of each meeting shall be available upon request to the Secretary.
The Board of Directors may conduct a meeting or permit a director(s) or member(s), to participate in a meeting using any means of communication by which all participants may simultaneously hear each other during the meeting. A director or member participating in a meeting by such means shall be considered present in person at such meeting.
ARTICLE VI
BOARD OF DIRECTORS - COMPOSITION AND ELECTION
The Alumni Corporation shall have a Board of Directors composed of not less than nine (9) Directors, whose primary purpose shall be ensuring the effective execution of the day-to-day operational responsibilities of the Alumni Corporation. Six (6) of these directors shall be voting Directors and be elected by the general membership of the Alumni corporation. There shall be at least three (3) additional nonvoting members of the Board of Directors, including the undergraduate President, Treasurer, and Alumni Advisory Board Leader. These three members of the Board of Directors shall be non-voting. Additional non-voting Directors, as required by national by-laws or determination of the six (6) elected Directors, may be added or removed from time-to-time as circumstances warrant.
The general membership of the Alumni Corporation shall elect six (6) Directors who shall each hold office for two (2) years. Elections of Directors shall be staggered such that three (3) Directors are elected every year. Elections shall occur during the last quarter of each calendar year, preferably at the annual corporation meeting described in Article V. The decision to hold elections at the annual corporation meeting is at the discretion of the Secretary, or senior presiding officer if the Secretary is not present at said meeting.
After each election the Directors shall elect four (4) officers amongst themselves: a President, a Vice President, a Treasurer, and a Secretary. The remaining two (2) Directors shall serve as Directors-at-Large. Each Director, regardless of officer title held, shall have one vote in the execution of the operational business of the Board.
Prior to the election, the Secretary shall prepare a list of candidates for election to the Board of Directors by names submitted from the membership. Nominations should be submitted to the Secretary no later than one (1) month prior to the annual corporation meeting.
The Secretary shall prepare and distribute a written ballot for election by the membership. This may be accomplished via electronic or physical mailer. Members shall select three (3) nominees from the list of candidates.
The winning candidates shall be those receiving the three highest counts of votes, as indicated by written verification of the Secretary and President.
In case of a tie, the general membership of the corporation shall re-vote between the tied candidates only. The method for collecting and recording the re-votes is at the discretion of the Secretary.
In case not enough candidates can be obtained for the vacancies, the responsibility to fill the position shall rest with the Board of Directors. The Board shall fill the position via appointment by majority vote of the Board. Further, the tenure of said Directors shall be extended until such time as replacements to the Board are elected or appointed. All such self-administered removal and appointments of Board members must be officially ratified by a vote of the general membership of the Corporation at the next meeting.
A majority vote of the members of the Corporation present in person or via proxy (per Article V, Section 7), at any general or special meeting, may remove any of the elected Directors.
Any Director, given thirty (30) days written notice to the Secretary, may resign his position.
ARTICLE VII
BOARD OF DIRECTORS - RESPONSIBILITIES
The Board of Directors’ primary purpose shall be ensuring the effective execution of the day-to-day operational responsibilities of the Alumni Corporation. To that end, the Board shall elect from amongst themselves the following officers with the following duties:
President
Shall conduct all meetings of the Corporation and of the Board
Shall be the official spokesperson of the Corporation, and the sole media contact
Shall coordinate all Alumni Board functions, develop meeting agendas, work at filling all Board vacancies, prepare an annual report and affirm employee contracts following a majority vote of the Board of Directors
Shall ensure that the alumni board and chapter maintain long-term strategic plans
Shall have the other powers ordinarily held by a president and chief executive officer
Vice President
Shall assist the President in the performance of his duties and in his absence or in the case of resignation, he shall perform all the duties of the President until a successor is elected.
Shall have a thorough understanding of the Articles of Incorporation, fraternity rituals, and these by-laws and shall thereby act as the parliamentarian for the corporation and assist the President accordingly.
Treasurer
hall develop and maintain the annual corporation budget and long-term financial plan and be responsible for payment of all corporation bills
Shall oversee undergraduate finances
Shall arrange the filling of all necessary tax forms and reports for the corporation and undergraduate chapter
Shall be responsible for the annual audit of the undergraduate financial records
Shall be responsible for the collection of alumni donations and other funds deemed necessary
Shall make the disbursements subject to the order of the Board President or majority vote of the Board of Directors
Shall deliver all monies and property of the corporation in his possession to his successor in office.
Secretary
Shall keep the official record of the proceedings of the Corporation, including meetings of all Corporation meetings, elections and meetings of the Board.
Shall be responsible for all mailings of meeting notices, agendas and minutes before all meetings
Shall maintain the corporation membership roll with an accurate list of contact information
Shall work with the undergraduates to maintain undergraduate records
Shall be responsible for correspondences, including the newsletter and website
Additional Duties -- In addition to the listed Officers’ and their respective duties, it shall be the overall responsibility of the Board of Directors to ensure the effective execution of all other day-to-day responsibilities of the Alumni Corporation, including but not limited to the following functions:
Ensure the Maintenance of Physical Plant of the Chapter House, including:
Chair the facilities committee to maintain the chapter house, works closely with the house managers and outside parties pertaining to facility issues
Make any recommendations as to the expenditures of the house maintenance and improvement funds
Ensure compliance with all applicable city, state and federal codes and ordinances surrounding the chapter house
Chapter Advisory -- Meet with undergraduate officers on a regular basis to ensure the proper execution of the undergraduates’ responsibilities to the Alumni Corporation and National Fraternity, including those surrounding member recruitment, alumni relations, financial stewardship, risk management, and physical plant maintenance.
Additional Resources -- In effectively executing all of the responsibilities of the Alumni Corporation, the board may engage any of the following individuals or resources deemed necessary to successfully complete its mission:
Members of the Alumni Corporation who do not serve on the Board of Directors
Individuals from the office of the National Fraternity
Individuals from the University or Surrounding Community
Undergraduate Officers or Members of the Undergraduate Fraternity
Individuals or Businesses with the capacity to perform certain functions more effectively outsourced from the board, including but not limited to: bookkeeping, newsletter preparation, house maintenance, etc.
Additional Directors – The board may, from time-to-time and as circumstances warrant, as required by national bylaws or by determination of the 5 elected Directors, add or remove additional non-voting directors, including, but not limited to:
Chapter Counselor
Shall be appointed by the National Board of Directors of Theta Chi Fraternity
The National Board of Directors determines the term of office of the Chapter Counselor
In the event that a chapter Counselor is not performing the expected duties of his office, the Alumni Board may recommend the National Board of Directors replace him
Shall attend chapter meetings and Executive Board meetings as needed.
Director of Risk Management and Legal Activities
Shall advise the corporation in all legal and contractual matters
Shall oversee programming pertaining to legal needs
Shall ensure that the long-range corporation activities are it the interests of the fraternity
Faculty Advisor
Shall be selected by the undergraduate chapter in counsel with the Board of Directors
Shall be a faculty member of the university, or a person very familiar with the university policies
Shall work closely with the chapter in matters pertaining to each undergraduate member’s academic program will enrolled at the university.
Shall meet regularly with all undergraduate members whose GPA does not meet the minimum standard
ARTICLE VIII
BOARD OF DIRECTORS MEETINGS
The Board of Directors shall meet at least four (4) times during the calendar year. One of these meetings shall be held the same day as the Annual Corporation Meeting, and a second of these meeting is typically during the annual Blue and White weekend at the Pennsylvania State University (held usually in April of each year).
At any Board of Directors Meeting, a quorum shall be formed by three voting Directors, consisting of at least two out of four officers (President, Vice President, Treasurer, or Secretary), and one other voting Director (either an officer or a director at-large). This attendance can be in-person, via proxy (per Article V, Section 7) or as described in Article V, Section 9. All business transacted in any meeting so constituted shall be valid as if all the Board of Directors was present and voting.
All Board of Directors Meetings are open to all Alumni Corporation Members. The Proceedings of a Board Meeting shall be available upon request to the Secretary.
A vote of two-thirds of the Board of Directors may remove any Elected Director from his position. This position may be filled temporarily via appointment by majority vote of the Board. All such self-administered removal and appointments of Board members must be officially ratified by a vote of the general membership of the Corporation, via proxy (per Article V, Section 7), in-person voting, conference telephone or other electronic technology, as discretion of the Secretary may warrant.
The senior presiding officer, in order of President, Vice President, Treasurer, and Secretary, shall always have the authority to break any ties on Board voting.
The order of Business for a Board of Directors shall be as follows:
Undergraduate Reports
Faculty Advisor Report
Risk Management Report
Chapter Counselor Report
Undergraduate Development Report
Secretary’s report
Financial Operations Report
President’s Report
Old Business
New Business
Adjournment
ARTICLE IX
AMENDMENT OF BYLAWS
These By-laws may be amended at any corporation meeting, provided notice of such meeting was given twenty-one (21) days in advance to all members.
Any amendment to these By-laws shall require an affirmative vote of two-thirds of those voting, a quorum being present. If a quorum is not present, the membership may be polled by telephone or internet-based communication to acquire the affirmative vote.
If the proposed amendments are administrative or editorial in nature and do not change the intent, purpose or function of the impacted section of these By-laws, then the proposed amendment shall require unanimous consent of the Board of Directors to take effect. Any approved administrative or editorial changes shall be covered at the next corporation meeting.
Upon approval, new amendments shall replace the old By-laws in the respective section.
A review of these By-laws shall be performed at a minimum of once per calendar year. If the review results in necessary changes, these By-laws shall be amended per Sections 1 through 3 above.
ARTICLE X
ALUMNI ADVISORY BOARD
The six (6) voting members of the Board of Directors shall discuss, vote on, and appoint an Alumni Advisory Board consisting of no fewer than two (2) and no greater than five (5) Alumni members of the Corporation in good standing.
The Alumni Advisory Board shall be re-appointed each year following Board of Directors elections as described in Article VI.
The undergraduate members shall provide the Board of Directors with an updated list of Advisory board members each year prior to appointment. If no changes are suggested, the undergraduates need not provide any notice to the Board of Directors.
The Advisory Board shall amongst themselves select a Leader (Lead) who shall attend all Board of Directors Phone calls/meetings as a representative of the Advisory Board. The Lead shall be considered a nonvoting member of the Board of Directors per Article VI.
The responsibilities of the Alumni Advisory Board are as follows:
Meet (in person) once per year with Alumni Board of Directors.
Meet with the University Greek Life Office once per academic semester (phone or in person). This meeting may also be attended by undergraduate member(s).
Communicate with undergraduate members at least once per month (phone or in person).
Attend chapter meetings at least once a month (alternate if you’re close enough).
Expediently report to the Board any findings of concern through interactions listed above.
ARTICLE XI
INDEMNIFICATION
Every individual who is then serving, or shall have served, as a director or as an officer, and the personal representatives of any of the foregoing, shall, to the full extent permitted by applicable law, be indemnified and held harmless by the Corporation against any and all costs and expenses incurred by him or imposed upon him in connection with or resulting from any action, suit, or proceeding to which he may be made a party by reason of his being or having been a director or an officer, except in relation to such matters as to which he shall have acted in bad faith or committed willful misconduct in the performance of his duties, in either case as determined by the board of directors.
Costs and expenses for which this article provides indemnification shall include, without limitation, reasonable attorneys’ fees, damages, judgments, fines, and reasonable amounts paid in settlement.