Bylaws Page Title

 

 

 

By Laws of Theta Elders Association, Inc.

Article 1

Members

Section 1. Election of Members: The corporation shall have two classes of Members, Voting and Non-Voting. Any person who (1) has been admitted to membership in the Theta Chapter of Zeta Psi Fraternity Inc.and (2) is no longer an undergraduate student shall be eligible for election as a Non-voting Member of the corporation. Applications for Non-Voting Membership shall be acted upon by the Board of Directors or by a committee of Members appointed by the Board of Directors.  Any Non-Voting Member may become a Voting Member by paying annual dues to the corporation.  A single payment of dues makes the Member a Voting Member for his lifetime but a Non-Voting Member who pays dues for the first time does not become a Voting Member and is not entitled to vote until thirty days have passed since his initial payment of dues.

Section 2. Annual Meeting: The annual meeting of Members of the corporation shall be held each year at such time and place as may be determined by the Board of Directors.  Notice stating the place, day and hour of such meeting shall be given to each Member not more than fifty nor less than seven days before the meeting.  Any form of electronic notice (e-mail and/or posting on a Chapter and or Grand Chapter website) meets the notice requirement. It is the sole responsibility of the Members to keep their e­mail addresses current with the corporation and to check the official websites for notice of meetings.
Any matter relating to the affairs of the corporation may be brought up for action at an annual meeting provided that, no matter other than the election of Directors may be brought up which expressly requires the vote of Members pursuant to the Non-stock Corporation Act of the State of Connecticut, unless stated in the notice of meeting.

Section 3. Special Meetings: Special meetings of the Members may be called by the President, by the Board of Directors; or on the written petition of five percent (5%) of the Voting Members. The President shall call a special meeting for the purposes specified in such request and cause notice thereof to be given. If the President shall not within fifteen days after the receipt of such request so call such meeting, to be held within forty-five days thereafter, such Voting Members may call the same. Notice of a special meeting shall state the place, day and hour of the meeting and the general purposes for which it is called, and no other business shall be transacted at the meeting. Such notice shall be given to each Voting Member via e-mail not more than fifty nor less than seven days before the meeting.

Section 4. Quorum: The Voting Members who are present in person or by proxy at any meeting of Members shall constitute a quorum for such meeting.  In order to be counted proxy votes must be notarized and submitted to the corporation Secretary or received at the corporation mailbox at least seven business days before the meeting

Section 5. Voting: Each Voting Member present in person shall be entitled to one vote on each matter submitted for action. Elections shall be by written ballot, and a plurality of the votes cast shall elect. All other matters shall be determined by a majority vote unless otherwise required by these bylaws or the Non-stock Corporation Act of the State of Connecticut.

Article 2

Directors

Section 1. Responsibilities: The activities, property and affairs of the corporation shall be managed by the Board of Directors.

Section 2. Number, Election and Term: The number of directorships shall be not less than three nor more than eight, and the number of directorships at any time within such maximum and minimum shall be the number fixed by resolution of the Members.  Directors shall be elected by Members at the annual meeting of Members, to serve until the next annual meeting of Members, or until their successors are chosen and qualified.

Section 3. Regular Meetings: The Board of Directors shall hold at least two regular meetings a year at such time and place as it may direct. Notice of the place, day and hour of each regular meeting shall be given to each Director via e-mail  or other means not less than seven days before the meeting.

Section 4. Special Meetings: Special meetings of the Board of Directors may be called by the President, and shall be called by the President upon the written request of one-half of the Directors stating the purpose of such meeting. If the President shall not call such a meeting within fifteen days after the request, to be held within fifteen days thereafter, such Directors may call the same. Notice of a special meeting shall state the place, day and hour of the meeting and shall be given to each Director not less than two days before the meeting by e-mail and/or by telephone.

Section 5. Quorum: A majority of the number of directorships shall constitute a quorum for the transaction of business by the Board of Directors.

Section 6. Voting: The vote of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Non-stock Corporation Law of the State of Connecticut or these by-laws.

Section 7. Vacancies: A vacancy on the Board of Directors created by an increase in the number of directorships shall be filled for the un-expired term by action of the Voting Members.  Any other vacancy may be filled, for the un-expired term by vote of a majority of the Directors remaining in office, even though such remaining Directors are less than a quorum, though the number of directors at the meeting is less than a quorum, and though such majority is less than a quorum. The Voting Members may elect a Director at any time to fill any vacancy which has not been filled by action of the Board of Directors.

Section 8. Dues and AssessmentsThe Board of Directors may levy dues and assessments against Members and Voting Members.

Section 9. Committees of the Board of Directors: The Board of Directors may by resolution adopted by the affirmative vote of Directors holding a majority of the directorships designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as is provided in such resolution. Non Voting Members and Voting Members may serve on committees of the Board of Directors only in an advisory capacity, without vote.

Article 3

Officers

Section 1. Number and Title: The officers of the corporation shall be the President, the Treasurer, the Secretary, and the Undergraduate Coordinator.

Section 2. Election, Term and Vacancies: The officers shall be elected by the Directors each year following the annual meeting of Members, to serve a term of one year and until their successors are elected. A vacancy among the officers shall be filled by the Board of Directors.

Section 3. Duties: The duties of the officers shall be as follows:

A. President. The President shall be the principal officer of the corporation and shall preside at all meetings of the Members and the Board of Directors. The President shall be ex-officio a member of all committees established by the Board of Directors and shall perform such other duties as proscribed elsewhere in these bylaws and as are usual to this office.

B. Treasurer. The Treasurer shall be responsible for the receipt and. custody of all monies of the corporation and for the disbursement thereof as authorized by the Board of Directors; for seeing that accurate accounts are kept of monies received and paid out; for executing contracts or other instruments authorized by the Board of Directors; and for preparing and issuing the budget and other financial statements and reports and for such other duties as are usual to this office.

C. Secretary. The Secretary shall see that the minutes are kept of meetings of the Members and of the Board of Directors. The Secretary shall be responsible for the custody of the corporate books, records and files and the corporate seal; shall see that notice of all meetings of the Members and of the Board of Directors are issued; shall be responsible for correspondence authorized by the Board of Directors, and shall perform such other duties as are usual to this office.

D. Undergraduate Coordinator. The Undergraduate Coordinator shall be responsible for liaison with the Theta Chapter of Zeta Psi Fraternity Inc.

Section 4. Removal: An officer may be removed with or without cause by the vote of two-thirds of the total number of Directors at a regular or special meeting of the Board of Directors.

Article 4

Finances, and Records

Section 1. Fiscal Year: The fiscal year of the corporation shall end on December 31 of each year.

Section 2. Budget: The annual budget of estimated in-come and expenditures of the corporation shall be approved by the Board of Directors. No expense shall be incurred in excess of total budgetary appropriations without prior approval of the Board of Directors.

Section 3. Records: At intervals of not less than twelve months, the Treasurer shall prepare or cause to be prepared a balance sheet showing the financial condition of the corporation as of a date not more than four months prior thereto, and a statement of receipts and disbursements for the twelve months preceding such date. The balance sheet and statement shall be filed with the minutes of the corporation.

Section 4. Liability of Members: Any Member or Director who receives any distribution of income or assets from the corporation in violation of the Non-stock Corporation Act of the State of Connecticut or the Certificate of Incorporation, whether by dividend, in liquidation or otherwise, and who accepted or received such distribution knowing it to he improper, shall be liable for the amount so received to any creditors existing at the time of the distribution and to the corporation.

Article 5

Amendment to By laws

These bylaws may be amended and new bylaws not inconsistent with the Certificate of Incorporation may be adopted, at any annual or special meeting of Members, by the affirmative vote of a majority of the Members voting at a meeting of Members at which a quorum is present at the time of the vote. Bylaws may be so amended or adopted at any regular or special meeting of the Board of Directors by the affirmative vote of the Directors holding a majority of the directorships. Any notice of a meeting of Members or of the Board of Directors at which bylaws are to he adopted, amended or repealed shall include notice of such proposed action.

Last revised at the TEA, Inc. annual meeting on September 7, 2012.

 


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© 2002 Theta Elders Association, Incorporated
last updated Saturday, August 02, 2014