BYLAWS OF THE GAMMA UPSILON ALUMNI CORPORATION
Adopted: May 1, 1999
Revised: February 16, 2002
Revised: August 12, 2007
Revised: October 15, 2011
Revised: October 5, 2014
Revised: September 16, 2017
ARTICLE I: Name
The name of this corporation shall be the Gamma Upsilon Alumni Corporation.
ARTICLE II: Purpose
Section 1.The purpose of this corporation shall be:
A.To promote the best long term interests of Theta Chi Fraternity on the campus of Bradley University; and
B.To buy, sell, receive, exchange, lease, rent, grant, improve, develop, repair, manage, maintain, mortgage, and otherwise dispose of and deal with real and personal property of every kind and character and to hold the same and apply the proceeds of the same toward such objects; and
C.To do any and all things contemplated by an organization exempt from federal income taxes under Section 501(c)7 of the Internal Revenue Code of 1986 as in effect or herein amended, including all pertinent regulations, revenue rulings, and revenue procedures called for; and
D.To advance the educational interests of its members, for the promotion of social virtues among them and the creation and maintenance of a high standard of life and happiness for its members by uniting them in closer bonds of friendship and brotherly union, and the perpetuation of itself as a fraternal organization.
ARTICLE III: Membership
Section 1.Qualifications
Membership in this corporation shall be limited to initiates of Theta Chi Fraternity through the Gamma Upsilon Chapter, to initiates of other chapters of Theta Chi Fraternity who attend or attended Bradley University, and to initiates of other chapters of Theta Chi Fraternity who are granted voting member status.
Section 2.Classification
There shall be two classes of members: general members and voting members. General membership shall be all initiates, undergraduates and alumni alike, of said chapter. Voting membership shall be limited to members of the board of directors of the corporation.
Section 3.Duration
Voting membership shall cease upon the conclusion of a member’s service on the board of directors. The board of directors shall have the authority, however, to grant lifetime voting membership to any member it declares a board member emeritus. The membership of any member of either classification who is expelled or resigns from Theta Chi Fraternity shall be terminated immediately upon said action.
Section 4.Privileges
Each voting member of the corporation shall have one vote and shall have the power to cast it at the annual meeting and any meeting of the board of directors he personally attends.
Section 5.Absentee Voting
If a voting member is unable to personally attend a meeting of the corporation, he may request a telephone call during that meeting to obtain the needed information for him to make an informed decision. He shall then inform the secretary of his vote. It is the responsibility of that voting member to be available for and answer the call.
Section 6.Proxy
If a voting member is unable to personally attend a meeting of the corporation, he may grant written permission to another member of the board to act in proxy and cast his vote for him. The member casting the proxy vote must bring a copy of the permission form to the meeting with him.
Section 7.Non-Liability of Debts
No member of the corporation shall be liable or responsible for any debts or liabilities of the corporation; the private property of members shall be exempt for the execution or liability of any debt of the corporation.
ARTICLE IV: Meetings of Members
Section 1.Annual Meeting
The annual meeting of the corporation shall be held at some time during the weekend of the Homecoming festivities of Bradley University, which normally takes place in the autumn of each calendar year.
Section 2.Notification
Thirty (30) days advance, written notice of the time and location of the annual meeting shall be sent all members of the corporation at their last known address. The notification may include: The Rattle of Theta Chi Fraternity; Bradley University Hilltopics; the Gamma Upsilon Manifesto; or the Homecoming invitation of the Bradley Office of Alumni Relations.
Section 3.Special Meetings
A special meeting of the corporation may be called by the board of directors by giving all members seven (7) days of notice mailed to the last known address stating the purpose of the meeting. This is to allow the board of directors to call meetings at social events or other such events (anniversaries) of the corporation.
Section 4.Quorum
A majority of the board of directors present in person or by proxy at a meeting shall constitute a quorum. The actions of that meeting shall be the actions of the membership.
ARTICLE V: Board of Directors
Section 1.Qualifications
The board of directors shall have the authority to nominate and elect general members to the board; at such time of their election to the board, general members so elected shall become voting members. In order to be considered for nomination, a general member must be a member for at least ten (10) years or three years removed from graduation from Bradley University or thirty (30) years of age, and a member of the annual campaign, and in good standing with the Fraternity; he may not have outstanding debts to the chapter or left school or graduated under suspended status.
Section 2.Membership
The board shall consist of a minimum of three (3) members and a maximum of nine (9). The president of the Gamma Upsilon chapter shall be an ex-officio (nonvoting) member of the board during his presidency so long as he accepts the terms and conditions of his membership as determined by the board.
Section 3.Election
At the annual meeting, the board shall accept nominations from any director. All nominations must be seconded and accepted. A director may not nominate himself nor second his own nomination. All nominees who receive a majority of affirmative votes cast by voting members shall be declared duly elected.
Section 4.Tenure
The term of a director of the board shall be two years. A director may serve an unlimited numbers of terms on the board. All directors, however, serve at the discretion of the board; a director may be unseated from the board by a three-quarters (75%) negative vote of the board. Any member of the board may call for a no-confidence vote on another member at any time and for any reason.
Section 5.Vacancies
The board may elect a general member to the board at any time to fill a vacancy. The president shall have the authority to nominate the member and the board shall confirm his election through a majority affirmative vote.
Section 6.Compensation
No member of the board shall receive any compensation or payment for his services. The board, however, may reimburse members of the board for expenses directly related to the operation of the corporation by majority affirmative vote.
ARTICLE VI: Powers of the Board
Section 1.General Powers
The board of directors shall manage the business and affairs of the corporation. The board shall have, in addition to any powers expressly conferred upon it, all of the powers of a corporation under the laws of the state of Illinois, except those that are by statute, the Articles of Incorporation, or these bylaws conferred upon or reserved to the members.
Section 2.Special Powers
The board of directors shall have the power to make and adopt such rules and regulations, not inconsistent with the law, the Articles of Incorporation, or these bylaws, as is deemed advisable for the management of the business and affairs of the corporation.
ARTICLE VII:Meetings of the Board
Section 1.Regular Meetings
Regular meetings of the board of directors shall be held once every quarter (three months) at a time and place agreed upon by a majority of the board. Directors must be notified of such a meeting by a seven (7) day written notice. The president, any two officers of the board, or any three directors, may call for a meeting. Regular meetings may be conducted through conference calls.
Section 2.Emergency Meetings
Emergency meetings of the board may be held at the written request of any director with justification. Upon an affirmative vote by a majority of the board, the meeting can be set with no fewer than one (1) day’s notice. Emergency meetings may be conducted through conference calls.
Section 3.Quorum
A simple majority of the current members of the board shall constitute a quorum. The actions of said meeting shall be legitimate and binding to the entire board.
Section 4.Voting
Each member of the board shall have one vote and shall have the power to cast it upon any and all motions before the board. Motions may be made through email messages sent to the entire board and to which all directors have the opportunity to respond. All motions made require a majority affirmative approval of the board, not merely votes cast.
Section 5.Sunshine Rule
All meetings of the board shall be open to all members regardless of class. Only directors or voting members, however, may make motions, debate issues, or cast votes. General members may ask questions of the board. A meeting may be closed to members only during a period when the board meets in executive session.
ARTICLE VIII:Officers
Section 1.Qualifications
The board of directors shall have the authority to nominate and elect directors as officers. Only directors may serve as officers.
Section 2.Membership
The officers of the corporation shall be a President, Vice-President (only if four or more directors occupy the board), Secretary, Treasurer, Activities Director (only if five or more directors occupy the board), and Director for Housing Contracts (only if six or more directors occupy the board). The board may create as many committees as it deems necessary and name chairmen and members of those committees or designate advisors or appoint agents, but unless these chairmen, advisors, or agents are also directors; they are not voting members. The Board shall be responsible for reassigning officer duties should not officer positions be filled.
Section 3.Election
Officers shall be elected immediately after elections for the board of directors at the annual meeting. Only directors may nominate other directors for offices. All nominations must be seconded and accepted. A director may not nominate himself nor second his own nomination. All officers must receive a majority of affirmative votes cast by voting members to be declared duly elected. If no candidate receives a majority vote on the first ballot, the candidate with the lowest number of votes is eliminated and the vote is cast again; this process continues until one candidate receives a majority of the votes. If there is only one candidate for an office, the presiding officer may move to declare him elected by affirmation.
Section 4.Tenure
The term of an officer of the board of directors shall be two years. An officer may serve an unlimited number of terms in the same office. All officers, chairmen, and agents, however, serve at the discretion of the board; an officer may be unseated from his office by a majority negative vote of the board. Any director of the board may call for a no-confidence vote on any officer, chairman, or agent at any time and for any reason.
Section 5.President
The president shall be the chief executive officer of the corporation.
A.He shall preside at all meetings of the corporation and of the directors, ensure all orders and resolutions of the board are enforced, execute all contracts and agreements authorized by the board, and sign the name of the corporation to any instrument requiring it.
B.He shall serve as representative to the Bradley Greek Alumni Advisory Council and conduct University relations for the corporation.
C.He shall serve as delegate to the National Convention of Theta Chi Fraternity and conduct Fraternal relations for the corporation.
D.He shall have the authority to name chairmen for committees and nominate members to the board and candidates for offices to fill vacancies, upon consent of a majority affirmative vote of the board.
E.He shall have the responsibility to conduct an annual campaign and, with the permission of the board, the authority to initiate a capital campaign.
F.Only directors who have served at least one term on the board shall be eligible to serve as president.
Section 6.Vice-President
The vice-president shall be the housing facility manager of the corporation.
A.He shall not require approval of the board for expenditures of less than $1000 unless his budget has been depleted. He may designate any repair as an emergency (even those of more than $1000 or when his budget is depleted) to authorize work to begin from a contractor, but his decision may be overridden by the board after the fact, in which case the board, at its discretion, may hold him responsible and seek restitution.
B.In the event the board has only three members, his duties shall be exercised by the president.
Section 7.Secretary
The secretary shall be chief information and public relations officer of the corporation.
A.He shall record minutes of all meetings of the board and keep them in a book or binder specially designated for that purpose.
B.He shall reserve copies of all communications issued by the board to members or the chapter in another book or binder specially designated for that purpose.
C.He shall be responsible for the production and distribution of the alumni newsletter of the corporation, The Manifesto.
Section 8.Treasurer
The treasurer shall be the chief financial officer of the corporation.
A.He shall have custody of all funds of the corporation and shall keep full and accurate accounts, receipts, and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board.
B.He shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements and shall render to the board, whenever they require it, an account of all his transactions and of the financial condition of the corporation.
C.He shall prepare an annual financial report at the end of each fiscal year and see that a copy of said financial report is mailed to each voting member of the corporation at his last known address no later than sixty (60) days after the end of said fiscal year. He shall, upon the request of any voting member, produce an income statement as to the financial status of the corporation with ten (10) days.
Section 9.Activities Director
The activities director shall plan and operate all social and membership events of the corporation.
- He shall plan the event to commemorate Installation Day (April 30) each spring.
- He shall plan the Summer Family Picnic.
- He shall plan all alumni events associated with Homecoming at Bradley University; coordinating with the University and the chapter as needed. This includes the annual Golden Guard Luncheon.
- He shall have the authority to create a committee to assist him in the discharge of these duties. All members of this committee shall serve at his discretion; he shall authority to name and dismiss members as he sees fit.
Section 10.Director for Housing Contracts
The director for housing contracts shall be responsible for cataloging all housing contracts signed by members of he undergraduate chapter.
- He shall disseminate contracts for the next academic year by September 30 of the preceding year.
- He shall collect by December 31 new housing contracts and hold all accepted existing housing contracts.
- He shall give notice to any undergraduate if his contract is deemed unaccepted and provide a reason why.
- He shall collect any undergraduate security deposits and forward those to the treasurer.
- He shall coordinate with the undergraduate chapter and the treasurer the returning of security deposits upon successful completion of housing contracts.
ARTICLE IX:Financial Matters
Section 1.Contracts
Except as otherwise provided in these bylaws, the board may authorize an officer(s) or agent to enter into any contract or execute or deliver any instrument in the name of the corporation. Such authority may be general or confined to specific business.
Section 2.Orders of Payments
All checks, drafts or other orders of payment of money and all notes, bonds or other evidence of indebtedness issued in the name of the corporation shall be signed in the name of the corporation by the president or the treasurer. Neither the president nor the treasurer shall be able to write an order of payment payable to himself.
Section 3.Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such bank(s) as the board may select.
Section 4.Fiscal Year
The fiscal year of the corporation shall run concurrent with the calendar year (January 1 to December 31).
Section 5.Accounting Systems
The board shall establish and maintain, in accordance with the generally accepted principles of accounting, an appropriate accounting system, including reports.