AMENDED AND RESTATED
BYLAWS
OF
Sigma phi epsilon NEW HAMPSHIRE ALPHA
ALUMNI AND VOLUNTEER CORPORATION
(a New Hampshire non-profit corporation)
ARTICLE I
Name, Form of Organization; Purposes; Offices
1.1 Name. The name of the corporation (the “Corporation”) is “Sigma Phi Epsilon New Hampshire Alpha Alumni and Volunteer Corporation”.
1.2 Non-Profit Status. The corporation is organized as a non-profit corporation under New Hampshire RSA 292 (the “Act”).
1.3 Membership Corporation; No Stock, Shares or Membership Certificates. The corporation shall have members as provided in Article II of these bylaws, but is organized on a non-stock basis, and is not authorized to issue capital stock, shares or membership certificates.
1.4 Purposes. The purposes for which the Corporation has been organized are as stated in it articles of agreement and to 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.
1.5 Principal Office. The principal office of the Corporation shall be located in the State of New Hampshire at the address designated in its articles of agreement, or to the extent applicable, at such other address as is specified in the Corporation’s most recent annual report filed with the New Hampshire Secretary of State. The corporation shall maintain at its principal office a copy of the corporate records specified in Section 7.5 of Article VII.
1.6 Registered Office and Agent. If then required by applicable law, the Corporation shall maintain a registered office that may, but need not, be identical with its principal office. If then required by applicable law, the Corporation shall maintain a registered agent whose office is identical with the registered office. The corporation may change any such registered office or registered agent from time to time in the manner required by law.
1.7 Other Offices. The corporation may have offices at such other places within the State of New Hampshire as the Board of Trustees from time to time may determine, or as the affairs of the Corporation may require.
ARTICLE II
Members
2.1 Eligibility. Individuals eligible for membership in the Corporation are limited to:
(a) Any person who has been initiated into, and remains in good standing with the New Hampshire Alpha Chapter (the “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 (the “National Fraternity”) in accordance with the Bylaws and Administrative Policies and Procedures of the National Fraternity, and under the regulations of Dartmouth College, and which person is not an undergraduate at Dartmouth College or at any other college or university;
(b) Any person initiated into Sigma Theta Epsilon Fraternity at Dartmouth College in any year between 1966 and 1980;
(c) Any person who is a member of the National Fraternity as defined in Article V of the Constitution of the National Fraternity and who is offered membership by 75% vote of the trustees present at any regular or special meeting of the Board of trustees of the Corporation (the “Board of Trustees” or the “Board”); or
(d) Any person who by 75% vote of the trustees present at any regular or special meeting of the Board of Trustees is elected to membership in the Corporation.
2.2 Membership. Any individual eligible for membership, pursuant to the preceding section, shall be required to complete an application in the form prescribed by the Board of Trustees and pay an annual membership fee determined by the Board of Trustees, in order to become or remain a member in good standing of the Corporation. Membership fees, if any, may vary among, but not within, each membership category, and shall be due no later than the commencement of the annual meeting of the Corporation.
2.3 Suspension and Expulsion. The Board of Trustees is authorized to enforce compliance with the provisions of the articles of agreement, these Bylaws, and any policies, rules of conduct, or regulations governing the Corporation as promulgated by the Board of Trustees from time to time and may suspend or expel a member thereof upon two-thirds (2/3) vote of the Board of Trustees after thirty (30) days’ notice has been given to the member of the grounds for removal and an opportunity is afforded to be heard at least ten (10) days prior to such suspension or expulsion from membership. Upon request of the member, a right of appeal to the membership shall be granted at the next meeting of the membership following the imposition of the penalty.
2.4 Non-Voting Members. The Chapter counselor and balanced man steward shall only serve as nonvoting members of the Corporation; additionally they shall not serve as an elected officer or trustee of the Board or Corporation.
2.5 Restriction on Undergraduate Members. Individuals who are still enrolled as an undergraduate of Dartmouth College shall not serve in any capacity, voting or non-voting, for the Corporation.
ARTICLE III
Meetings of the Corporation
3.1 Meetings. 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” and shall be for the purpose of the election of trustees, and such other business as may come before the Annual Meeting. Special meetings of the members will be held if called by the president of the Corporation, a majority of the Board of Trustees or by fifteen (15) or more members in good standing, by filing with the secretary a written call for such meeting, stating the time and place and object thereof. 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.
3.2 Notices. 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.
3.3 Quorum. The presence in person of at least five (5) members 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.
3.4 Participation at Meetings. 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.
3.5 Conduct in Meetings. 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.
3.6 Voting. At all meetings, only members in good standing who are present in person shall be entitled to vote. No proxy voting shall be permitted.
ARTICLE IV
Board of Trustees
4.1 Management by Board of Trustees. 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.
4.2 Number and Manner of Election. 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. A majority of the members present at the Annual Meeting in that year will elect additional trustees once each year, as follows:
(a) 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;
(b) 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 Section 3.2 of these bylaws;
(c) 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;
(d) Only members who have been nominated in accordance with this Section 4.2 will be eligible for election to the Board of Trustees; and
(e) 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.
4.3 Term. Each trustee elected as provided in Section 4.2 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.
4.4 Meetings. 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 any three (3) trustees. Written notice of each special meeting, stating the purpose for which the meeting is called and the time and place of the meeting, must be delivered by mail or electronic transmission not less than one (1) nor more than thirty (30) days before the date of the meeting to each trustee at his address (or email address) as it will appear on the books of the Corporation.
4.5 Quorum. 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.
4.6 Participation in Meetings. 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.
4.7 Conduct of Meetings. Each meeting of the Board 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. Non-voting members, Board advisors, and other invitees to meetings may discuss for a reasonable length of time any question at any meeting of the Board. Unless otherwise specified in these bylaws, any vote of the Board will be passed by the vote of a simple majority of the trustees present at the meeting.
4.8 Notices. Notice of any meeting of the Board of Trustees need not be given to any trustee 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.
4.9 Action without a Meeting. 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 Section 4.9 is effective when the last trustee signs the consent, unless the consent specifies a different effective date. A consent signed under this Section 4.9 has the effect of a meeting vote and may be described as such in any document.
4.10 Conflicts of Interest. 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.
Article V
Officers, Employees and Agents
5.1 Officers. The officers of the Corporation will be a president, a vice president of finance, a vice president of housing, a secretary, and any other officers as the Board of Trustees may designate from time to time.
(a) 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 the National Fraternity headquarters.
(b) 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.
(c) The vice president of housing will be responsible for managing the Chapter facility. The vice president of housing will also (a) ensure the Chapter house is properly managed and maintained, (b) ensure that the Chapter house occupancy meets its financial pro forma, (c) ensure life safety features are up to date and adequate insurance is carried, (d) plan for future projects and housing opportunities and (e) lead the Corporation’s facilities committee.
(d) The Secretary will keep the records and proceedings of all meetings of the Corporation and of the Board of Trustees. 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.
(e) Each officer will perform any additional duties as designated by the Board of Trustees.
5.2 Election and Term. 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.
5.3 Multiple Offices. 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.
5.4 Employees and Agents. 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
ARTICLE VI
Committees
6.1 Board Committees in General. The Board of Trustees may create one or more committees of the Board, in addition to the Executive Committee established by these bylaws. Committees of the Board shall be composed solely of individuals currently serving as duly elected and qualified trustees of the Corporation. Each committee of the Board shall have two or more trustees, who shall be appointed by and serve at the pleasure of the Board. The creation of a committee of the Board and appointment of members to it must be approved by a majority of all the trustees in office when the action is taken. The provisions of Article IV of these bylaws, which govern meetings of the Board of Trustees, shall apply to committees of the Board and their members as well, except that no committee of the Board shall be required to have an annual meeting or scheduled regular meetings. To the extent specified or authorized by the Board of Trustees or in the bylaws, each committee of the Board may exercise the authority of the Board. A committee of the Board may not, however: (a) authorize distributions; (b) approve or recommend dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets; (c) elect, appoint or remove trustees or fill vacancies on the Board or on any committee of the Board; or, (d) adopt, amend or repeal the articles or incorporation or any bylaws.
6.2 Executive Committee. The Executive Committee, which is a committee of the Board, shall consist of the president 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. The president shall serve as the chairperson of the Executive Committee and shall preside at all of its meetings. Except to the extent prohibited or limited by Section 6.1 above or by resolution of the Board of Trustees, the Executive Committee may exercise the authority of the Board of Trustees at such times as the Board is not in session.
6.3 Non-Board Committees in General. The Board of Trustees may create one or more non-board committees and delegate non-board functions to such committees. Non-board committees may include both trustees and individuals who are not trustees of the Corporation. Non-board committees may not exercise the authority of the Board.
ARTICLE VII
General Provisions
7.1 Corporate Seal. The corporate seal of the Corporation shall be in such form as the Board of Trustees may from time to time determine.
7.2 Amendments. These bylaws may be amended or repealed and new bylaws may be adopted by the Board of Trustees. The corporation shall provide at least ten (10) days' written notice of any meeting of trustees at which an amendment is to be approved, unless notice is waived pursuant to Section 4.8 above. The notice must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Any amendment must be approved by two-thirds (2/3) of the trustees in office at the time the amendment is adopted.
7.3 Fiscal Year. The fiscal year of the Corporation shall begin on October 1 and end on September 30 of each year.
7.4 Financial Reports. The books of the Corporation shall be closed as of the end of each fiscal year and financial statements shall be prepared and submitted to the Board of Trustees (see Section 5.1 regarding duties of the vice president of finance). In the discretion of the Board of Trustees, the Corporation may engage an independent certified public accountant to audit or review the financial statements.
7.5 Corporate Minutes and Records. The corporation shall keep as permanent records minutes of all meetings of its Board of Trustees, a record of all actions taken by the trustees without a meeting, and a record of all actions taken by any committees of the Board of Trustees. The corporation shall maintain its records in written form. The corporation shall keep a copy of the following records at its principal office: (a) its articles of incorporation or restated articles or incorporation and all amendments to them currently in effect; (b) its bylaws or restated bylaws and all amendments to them currently in effect; (c) a list of the names and business or home addresses of its current trustees and officers; and, (d) its most recent annual report delivered to the secretary of state, as required by New Hampshire RSA 292. The minutes and records described above shall be made available for inspection by current trustees of the Corporation during normal business hours. In addition, to the extent required by applicable law, the Corporation shall make available for inspection during regular business hours, by any individual, copies of: (i) any application filed with and any letter or other document issued by the Internal Revenue Service with respect to the tax exempt status of the Corporation; and, (ii) the annual returns filed with the Internal Revenue Service for the three most recent years (to the extent the Corporation is required to file such returns); provided that the names and addresses of contributors to the Corporation may be kept confidential.
7.6 Investments. The corporation shall have the right to retain all or any part of the securities or property acquired by it in whatever manner, and to invest and reinvest any funds by it, according to the judgment of the Board of Trustees without being restricted to the class of investments which a trustee or trustee is or may hereafter be permitted by law to make or any similar restriction.
7.7 Checks and Drafts. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
7.8 Prohibited Activities. The corporation is organized as a non-profit corporation. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these articles of incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Anything contained in these bylaws to the contrary notwithstanding, the Corporation shall not carry on or engage in any other activities not permitted to be carried on by a corporation organized and existing under New Hampshire RSA 292.
7.9 No Loans to Or Guaranties For Trustees. The corporation may not lend money to or guarantee the obligation of a trustee or officer of the Corporation, but the fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.
7.10 Indemnification. The trustees and officers of the Corporation shall not be personally liable, and shall be shielded from personal liability, for any debt, liability or obligation of the Corporation, to the maximum extent permitted by the laws of the State of New Hampshire as in effect at the time such liability is determined. No trustee of the Corporation shall be personally liable to the Corporation (or its members or stockholders, should it then have members or stockholders) for monetary damages for any breach of fiduciary duty by such trustee as a trustee, except to the extent that exculpation from liability is not permitted under the laws the State of New Hampshire as in effect at the time such liability is determined. In furtherance of the foregoing limitations on liability, and not in lieu thereof, the Corporation hereby adopts and incorporates herein by reference the provisions of NH RSA 292, V-a, with respect to limitation of liability. No amendment or repeal of this section shall apply to or have any effect on the liability or alleged liability of any trustee of the Corporation for or with respect to any acts or omissions of such trustee occurring prior to such amendment or repeal. The Board of Trustees may purchase insurance for acts performed by the trustees and officers, or others, in service to the Corporation. Such insurance may protect the Corporation, its trustees and officers, or other persons against any and all costs of investigation, settlement, litigation and judgment involving the Corporation, its trustees, officers, employees and other agents. The Board of Trustees shall in its sole discretion, set the limits of such coverage, including who shall benefit from such coverage, the events covered, and the amounts of coverage.
7.11 Inspection Rights. Every trustee shall have the absolute right at any reasonable time to inspect and copy all books, records and documents, and to inspect the physical properties of the Corporation. Such inspection by a trustee may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
Bylaws Adopted: __2016-10-29__________
Revisions to Bylaws: (None to date)
Note:
At the 2017 Homecoming meeting on 10/7/2017, the AVC Board of Trustees approved an annual membership fee shall be $25; and created a Lifetime Membership in the corporation for alumni who have donated to the corporation more than $1000 since the 2009 Capital Campaign, or who have been recognized with NH Alpha's “AVC Distinguished Service Award”.