SIGMA PHI EPSILONNEW HAMPSHIRE
ALPHAALUMNI AND VOLUNTEER CORPORATIONBYLAWS
A. The Corporation will be known as the Sigma Phi Epsilon New Hampshire Alpha Alumni and Volunteer Corporation (“Corporation”). Its principal office will be at 11 Webster Avenue, Hanover, New Hampshire 03755.
B. The purposes for which the Corporation is organized are:
1. Develop strategic long-range plans for the Corporation and New Hampshire Alpha Chapter (“Chapter”) of Sigma Phi Epsilon Fraternity a not-for-profit fraternity chartered in accordance with the bylaws and administrative policies and procedures of Sigma Phi Epsilon Fraternity, a Virginia not-for-profit corporation (“National Fraternity”) and under the regulations of Dartmouth College, and establish timetables for implementation.
2. Set priorities for the Corporation and help develop the Chapter’s priorities.
3. Own, manage, and analyze the structural and financial needs of the Chapter facilities.
4. Foster an active relationship with the Chapter and its alumni.
5. Provide continuity and stability to the Chapter through liaison with advisors, counselors, and mentors.
6. Recruit and educate new volunteers.
7. Communicate regularly with all Chapter alumni.
8. Provide positive role models for the Chapter.
9. Conduct any other businesses and activities as are permitted to corporations organized pursuant to New Hampshire Revised Statutes Annotated, chapter 292, as amended from time to time, and not prohibited under the Corporation’s articles of agreement.
C. The fiscal year of the Corporation ends on September 30 in each year, unless otherwise determined by the Board of Trustees:
1. Any person who has been initiated into the Chapter who is not an undergraduate at Dartmouth College or at any other college or university;or
2. Anyperson who isamember of the NationalFraternityasdefined in article V of the constitution of the National Fraternity and who is admitted to membership in the Corporation by 75% vote of the trustees present at any regular meeting of the Board of Trustees of the Corporation (“Board ofTrustees”);or
3. Any person who by 75% vote of the trustees present at any regular meeting of the Board of Trustees is elected to honorary membership in the Corporation.
B. Any member will continue to be a member of the Corporation as long as he adheres to all the principles on which the Corporation is based and to the constitution and bylaws of the National Fraternity.
C. A member may be suspended or removed by vote of a majority of the members present at a special meeting of the members duly called for such purpose. A special meeting to suspend or remove a member or members is not duly called unless the meeting notice names the member or members to be suspended or removed, and describes, with reasonable particularity, the reason for the proposed suspension or removal.
D. A member may resign by delivering his or her written resignation to a duly elected officer of the Corporation at its principal office. A resignation will be effective on receipt (unless specified to be effective at some other time), and acceptance of a resignation is not necessary to make it effective unless it states otherwise.
A. A regular meeting of the members of the Corporation will be held at least once every year, at a time and place to be specified by the Board of Trustees. The regular meeting will be designated the “Annual Meeting.” Special meetings of the members will be held if called by the president of the Corporation or by a majority of the Board of Trustees present at any regular meeting of the Board. All meetings of the members will be held at the principal chapter house of the Chapter or at any other place as may be specified by the Board of Trustees.
B. Notice of each meeting of the members, by mail or electronically transmitted to each member at his or her last known email address, stating the purpose for which the meeting is called and the time and place of the meeting, will be communicated not less than five nor more than sixty days before the date of the meeting to each member as recorded in the books of the Corporation. Business transacted at any special meeting will be confined to the purpose stated in the notice of that meeting.
C. The presence in person of a majority of the Board of Trustees will constitute a quorum and be sufficient for the transaction of business at any meeting of the members. If a quorum is not present at any meeting of the members, the members present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
D. Any or all members may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear or read each other’s communications during the meeting. A member participating in a meeting by this means is considered present in person at the meeting.
E. Each meeting of the members will be conducted in accordance with the rules contained in the then current edition of Robert's Rules of Order, except to the extent that those rules are inconsistent with the articles of agreement or these bylaws. Unless otherwise specified in these bylaws, any vote of the members will be passed by the vote of a simple majority of the members present at the meeting.
F. At all meetings, only members in good standing who are present in person shall be entitled to vote. No proxy voting shall be permitted.
A. A Board of Trustees will control and manage the Corporation’s affairs and business, including without limitation all of its property and moneys of any kind. The Board of Trustees may exercise all powers of the Corporation and do all lawful acts and things as are not by statute or by the articles of agreement or by these bylaws required to be exercised or done by the members of the Corporation. In furtherance of the foregoing, but not by way of limitation, the Board of Trustees may establish operating policies and procedures in its sole discretion provided that they do not conflict with the articles of agreement or these bylaws.
B. The Board of Trustees will consist of not less than five nor more than ten trustees, each of whom must be a member of the Corporation. The chapter counselor selected by the procedure required by the National Fraternity will also be an ex officio, non-voting member of the Board of Trustees. The undergraduate president of the Chapter will be an ex-officio, non-voting member of the Board of Trustees. Non-voting members may discuss for a reasonable length of time any question at any meeting of the Board. A majority of the members present at the Annual Meeting in that year will elect additional trustees once each year, as follows:
1. prior to the Annual Meeting each year, the Board of Trustees will determine in its sole discretion the number of trustees to be elected at that Annual Meeting and select a list of nominees for election to the Board of Trustees;
2. the number of trustees to be elected and the list of nominees will be communicated to each member with the notice of that Annual Meeting provided for in article III(B) of these bylaws;
3. on petition of any five members, the name of any other member or members will be added to that list, provided that any petition must have been presented to the Board of Trustees prior to the call to order of the Annual Meeting;
4. Only members who have been nominated in accordance with this article IV(B) will be eligible for election to the Board of Trustees; and
5. if a quorum cannot be obtained for the Annual Meeting or adjourned Annual Meeting in any year, the Board of Trustees will, from the above- mentioned list of nominees, elect trustees to replace trustees whose terms will expire that year.
C. Each trustee elected as provided in article IV(b) of these bylaws will serve for a term of three years, or for any other term as may be specified at the time he is elected, and will continue to serve until his successor is elected and qualifies, or until his resignation, death, or removal. Any trustee may be removed, with or without cause, at any time by a vote of majority of the members of the Corporation present at any regular or special meeting. If any trustee resigns, dies, or is removed prior to the expiration of his term, the Board of Trustees may elect a successor. The successor will serve until the next Annual Meeting. At that Annual Meeting, the members will elect a trustee to serve for the unexpired portion of the term.
D. A regular meeting of the Board of Trustees will be held immediately after the adjournment of each Annual Meeting. The regular meeting will be held at the place of the Annual Meeting unless the Board designates another place. Other regular meetings of the Board of Trustees will be held at times and places to be fixed by resolution of the Board of Trustees from time to time. Notice of regular meetings need not be given. Special meetings of the Board of Trustees may be held at any time at the call of the President or of a majority of the trustees present at any meeting of the Board of Trustees. Written notice of each special meeting, stating the purpose for which the meeting is called and the time and place of the meeting, will be mailed not less than five nor more than thirty days before the date of the meeting to each trustee at his address as it will appear on the books of the Corporation.
E. The presence in person of a majority of trustees will constitute a quorum and be sufficient for the transaction of business at any meeting of the Board of Trustees. If a quorum is not present at any meeting of the Board of Trustees, the trustees present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. Any act of a majority of the trustees present at any meeting of the Board of Trustees at which there is a quorum is the act of the Board of Trustees, except as may be otherwise specifically provided by statute or by the articles of agreement or by these bylaws.
F. Any or all trustees may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all trustees participating may simultaneously hear or read each other’s communications during the meeting. A member participating in a meeting by this means is considered present in person at the meeting.
G. Notice of any meeting of the Board of Trustees need not be given to any director who attends the meeting. Any meeting of the Board of Trustees will be a legal meeting without any prior notice having been given if each trustee then in office either attends the meeting or waives notice in writing before, at, or after the meeting.
H. Any action required or permitted to be taken at a Board of Trustees meeting may be taken without a meeting if the action is taken by unanimous consent of all trustees. The action must be evidenced by one or more written consents describing the action taken, signed by each trustee, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this article IV(G) is effective when the last trustee signs the consent, unless the consent specifies a different effective date. A consent signed under this article IV(G) has the effect of a meeting vote and may be described as such in any document.
I. A conflict of interest or an appearance of a conflict of interest may arise when a trustee has a direct or indirect interest in another entity which enters into a transaction with the Corporation, including, but not limited to, purchases of products or services or applications for grant or loan support. Direct or indirect interest includes any legal, equitable or fiduciary interest or position in an entity by a trustee or a member of a trustee’s family. Any such interest must be disclosed and made a matter of record at the time of election to the Board of Trustees and maintained through an annual procedure and when the interest becomes a matter of Board of Trustees action. No trustee having a conflict of interest in any matter will be counted in determining the quorum for the meeting, nor present when the matter is discussed or voted on. Meeting minutes will reflect that the disclosure was made, that the trustee abstained and was not present during the discussion or vote, and that a quorum existed without counting that trustee. These conflicts-of-interest are in addition to and not in lieu of the applicable provisions of New Hampshire law regarding conflicts of interest.
J. The president, the chapter counselor, the vice president of finance, the secretary, and the vice president of housing of the Corporation duly elected pursuant to article V of these bylaws will constitute the executive committee of the Board of Trustees and will at all times between meetings of the Board exercise all ordinary powers of the Board.
A. The officers of the Corporation will be a president, a vice president of finance, a secretary, and any other officers as the Board of Trustees may designate from time to time.
1. The president will be the chief executive officer of the Corporation, chairman of the Board of Trustees, and, subject to the control of the Board of Trustees, will be responsible for the general supervision, direction, and well-being of the Corporation and its work with the Chapter. The president’s duties will include, by way of example only, scheduling, creating the agenda for, and presiding at all member and Board of Trustee meetings, ensuring duties and plans are implemented successfully, implementing and maintaining a risk management program, and communicating with Chapter, Dartmouth College, and Fraternity headquarters.
2. The vice president of finance will be responsible for all Corporation financial transactions and records and will closely monitor the Chapter’s financial management and operations by working with the Chapter’s vice president of finance. The vice president of finance will also ensure, for both the Corporation and the Chapter: (a) financial stability while planning for future needs, (b) conduct of a yearly financial audit, (c) filing of proper paperwork with the National Fraternity headquarters and the Internal Revenue Service, and (d) supervision of budgets for capital improvements and special projects. The vice president of finance will have and may exercise all the powers and duties of the president in the event of the president’s inability to act or when directed by the president to do so.
3. The Secretary will keep the records and proceedings of all meetings of the corporation and of the Board of Directors. The Secretary shall have the custody, and be charged with the safekeeping, of all records, papers, documents, and books of the corporation. The Secretary shall serve all notices required either by law or by the bylaws of this corporation. The Secretary shall keep and maintain at all times a roster of the members in good standing of the corporation, and such list, when certified by the Secretary, shall constitute prima facie evidence of the right of the persons named therein to participate in the affairs of this corporation as members thereof.
4. Each officer will perform any additional duties as designated by the Board of Trustees.
B. Each officer will be elected once each year by vote of a majority of the Board of Trustees held after the Annual Meeting in that year, (1) must be a trustee, (2) will be elected to serve for a term of one year and will continue to serve until his successor is elected and qualifies or until his resignation, death, or removal, and (3) may be removed with or without cause, at any time, by vote of a majority of the trustees present at any meeting of the Board of Trustees, with the successor to serve for the remaining portion of that trustee’s term.
C. One person may hold the offices of and perform the duties of any two of the officers, except those as president and any vice president.
The Board of Trustees may appoint (and after that appointment may at any time, with or without cause, remove) any employees and agents as the business of the Corporation may require, and those employees and agents will have the duties as the Board of Trustees may from time to time designate.
A. The members, trustees, and officers of the Corporation will not be personally liable for any debt, liability, or obligation of the Corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the Corporation may look only to the funds and property of the Corporation for payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
B. The Corporation will indemnify and defend any person who is or was a trustee, or an officer, employee, or agent of the Corporation to the fullest extent authorized by New Hampshire law. This power will be exercised by the Board of Trustees in accordance with New Hampshire Revised Statutes Annotated, sections 293-A:8.50-.58, as amended.
C. Except as may be otherwise provided under provisions of New Hampshire law, the Board of Trustees may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a trustee, officer, employee, or other agent of the Corporation) against liabilities asserted against or incurred by the agent in that capacity or arising out of the agent's status as an agent, whether or not the Corporation would have the power to indemnify the agent against that liability under the Corporation’s articles of agreement, these bylaws, or provisions of law.
O. These bylaws may be amended by vote of two-thirds of the members of the Corporation present at any Annual Meeting or at any special meeting of the members of the Corporation but only if notice of the proposed amendment was included in the notice of the meeting.