Eta Iota House Corporation Bylaws

Bylaws of Eta Iota House Corporation
Adopted March 19, 1994
Revised 5/15/2020

PREAMBLE

To provide, protect, and maintain a suitable House for the cultivation and maintenance of Friendship, Justice, and Learning for the Undergraduate Members of the Eta Iota Chapter of Sigma Chi.
Manage the infrastructure for Alumni communication, involvement, and lifelong bonds of our Brotherhood.

Facilitate these objectives through a system of synergistic management and mentorship

ARTICLE I - Principal Office

The Corporation may have offices at such other place within or without the State of Florida as the board of directors may from time to time appoint and as the business of the Corporation may require.

ARTICLE II - Purposes

2.1- The purposes of the Eta Iota House Corporation shall be to maintain and preserve the chapter house of the Eta Iota Chapter located at 520 South Ridgewood Avenue, Dayton Beach, Florida; to supervise and administer the rental of the house; to foster amicable and productive relationships between the members of the Sigma Chi Fraternity and Embry-Riddle Aeronautical University; to in general advance and promote the interests of the Sigma Chi Fraternity and the Eta Iota Chapter of the Sigma Chi Fraternity, to lease such real property and to buy, own, hold, lease and convey such personal property as may be necessary and desirable to carry out the full purpose of the House Corporation.

2.2- The Corporation is organized for nonprofit purposes and no part of the assets, earnings or profits of the Corporation shall inure to the benefit of any officer or director or other private person, except for actual materials and services rendered as herein provided and allowed.

ARTICLE III – Members

3.1 Being a non-profit fraternal and social organization, the House Corporation is composed of members, rather than stockholders, therefore, there is no capital stock authorized or issued by the House Corporation. ?? Stock??

3.2 Regular Members - Each living alumnus initiate of the Eta Iota Chapter of the Sigma Chi Fraternity, who has fully discharged his undergraduate financial obligations to said chapter and to the Sigma Chi Fraternity, is a (Associate/Affiliate?) member of the House Corporation and shall make up the Association….

1.3 Local Members - Each Sigma Chi who is a member of any Daytona Beach area Sigma Chi Alumni
Association or Chapter, and is in good and regular standing, is a member of the House Corporation.

1.4 Junior Members - Each undergraduate initiate of the Eta Iota Chapter who is on good and regular
standing is considered a Junior Member and is entitled to floor privileges only - except as provided in
section 1.5 of this article. No! Alumni Only

3.3 Member Voting - Each Regular (Associate/Affiliate?)and Local Member shall be entitled to one vote at any business on all matters presented for vote at meeting of the House Corporation which he attends in person, via internet polling or vote by proxy using a proxy process to be included in the meeting notice as outlined in section 5.3. In addition, the President and Vice President of the Undergraduate Chapter shall each have one vote to cast at any House Corporation meeting. No! Alumni Only

ARTICLE IV - Seal

4.1 ???The corporate seal shall have inscribed thereon the name of the Corporation and the words: Corporate Seal of the Eta Iota House Corporation - Daytona Beach, Florida . The seal may be altered by the Corporation at the pleasure of its board of directors and may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise used.???
4.2 The corporate seal of the Eta Iota House Corporation shall be in possession of the President or the Treasurer. ??????

ARTICLE V - Meetings of Members

5.1 Annual Meeting - The Annual Meeting of the House Corporation shall be held on the third Saturday of March at 12 noon at the Eta Iota Chapter House, or such other date, time, place,or videoconference the Board of Directors may determine . The meeting agenda shall be made available to all members of the Eta Iota House
Corporation Facebook group and via via email to all members of the etaiota.org directory and/or Internet Bulletin Board platform at least two weeks in advance of the meeting.

5.2 Special Meetings - Special Meetings of the House Corporation may be held, in person or by phone or videoconference, at any time pursuant to a resolution of the Board of Trustees, or upon call of the President or the acting president or by the Board of Directors. Business transacted at all special meetings shall be confined to the subjects stated in the notice thereof. If a special meeting is to be called, a typed agenda must be provided by the Officer Member(s) no less than three days before the meeting time. The "call" and "notice" of any such meeting shall be deemed to be synonymous.

5.3 Notice of Meetings - Notice of the Annual Meeting must be sent to all members of the House Corporation no less than one month in advance and should include the time, date and location of the meeting. Notice of Special Meetings shall be given to each (associate/affiliate?) member of the House Corporation and such notice must be given by email, using the etaiota.org directory, and also posted to the Eta Iota House Corporation Facebook page Internet Bulletin Board platform, not less than three days prior to the time of holding such meeting. Calls for Special Meetings shall specify the time and object purpose thereof, and failure or irregularity of notice of any Special Meeting shall invalidate such meeting, or any proceedings taken thereat.

5.4 Quorum – 50% of the Officer Members of the House Corporation present at any Annual or Special Meeting and entitled to vote, shall constitute a quorum for the transaction of business.

5.5 Voting. Each Officer present shall be entitled to one vote upon all matters presented for vote at the meeting. Voting by ballot or electronic ballot shall not be required. Voting by proxy shall be permitted. Associate Members will vote on the election of Officers and on special items when determined as necessary by a majority of the Officers.

5.6 Proxy. Proxy voting by Officers will be permitted when the reason for a proxy vote is briefly explained and the Officer who will be exercising the proxy vote is named by the absent Officer: in writing, electronic or otherwise to the Secretary.

ARTICLE VI - Trustees

6.1 Trustees - The Trustees shall oversee the operation of the House Corporation and its Board of Directors. The Trustees are Officer Member(s) of House Corporation. If, by two-thirds majority vote, the Trustees decide that any or all House Corporation Officers are in dereliction of their duties, they will have the power to remove said officers from their offices.

6.2 Term of Trustees - There are to be six (6) Trustees. Each Trustee shall serve a term of three (3) years. Additional Trustees may be appointed by a two-thirds majority vote of the Board of Trustees for a one (1) year term. The terms hereinafter provided and shall take office immediately upon the adjournment of such Annual Meeting.

6.3 Election of Trustees - Election of Trustees will be held at the Annual Meeting, and shall be conducted by two Inspectors appointed by the President for that purpose. The election shall be by ballot, and each (Affiliate/Associate?) Member present shall be entitled to cast one vote for each office vacant. If there is a lapse of three or more years in which no Annual Meeting is held, six Trustees shall be elected from the membership; two to serve a one year term, two to serve a two year term, and two to serve a three year term.

6.4 Vacancies - If the office of any Trustee becomes vacant by reason of death, resignation, or incapacity to act (section 6.1), a majority of the remaining Officer Members with a quorum, may fill the vacancy. The Trustee so chosen shall hold office for the unexpired term of the vacant Trustee position. Majority vote?

6.5 Meetings of the Board of Trustees - The Board of Trustees shall meet at least once a year to review the operation of the House Corporation. A formal meeting will be called by a majority vote of the Board of Trustees. The meeting will be held in person or via video/teleconference. Minutes shall be posted.

6.6 Action Without a Meeting - Any action taken or to be taken at a meeting of the Trustees may be taken without a meeting if consent in writing, setting forth the action so taken or to be taken, shall be signed by two-thirds of the Trustees. Such consent shall be recorded as if it were the minutes of a meeting of the Board of Trustees.

6.7 Compensation. No Trustee shall receive compensation for any services he may render to the House Corporation. No director shall enter into any act or dealings with the Eta Iota Chapter of Sigma Chi Or Eta Iota House Corporation in any manner whereby said Trustee or any business, firm, corporation, or individual in which the said Trustee is financially interested may profit.

ARTICLE VII – Board of Directors

7.1 Board of Directors - The business and property of the House Corporation shall be managed by the
Board of Directors. The Board consists of: The House Corporation President, Vice President, Secretary, and Treasurer. Any member holding more than one of these positions will be entitled to only one vote. Ties go to Trustees or out for a vote of the Members?

4.1.a General Powers The business and property and affairs of the House Corporation shall be managed by the
Board of Directors. The Board of Directors may:
(a) Pay bills and disburse the funds of the Corporation.
(b) Carry on correspondence in the name of the Corporation.
(c) Employ agents on behalf of the Corporation.
(d) Appoint committees composed of Members of the Corporation to perform tasks for the Corporation.
(e)Authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
(g) Devise and execute such other measures as it deems proper to promote the objectives of the Corporation and to protect the interests of the Members. Too Vague/too much power?

4.2 Election of House Corporation Officers - Election of officers shall be held at the Annual Meeting. A
President, Vice President, Secretary, and Treasurer shall be elected to office by a majority vote of the
(Associate/Affiliate?) membership present. The President and Vice President may hold the offices of Secretary and Treasurer if no one else is available to hold these offices. there is no other candidates for these offices.

4.3 Vacancies - Any vacancy occurring in the Board of Directors by reason of resignation, removal, or
inability to act may be filled for the unexpired term by appointment of the President of the House
Corporation. Do we want a vote here?

4.4 Compensation - Officers of the House Corporation shall not receive compensation for their services to
the House Corporation. Reimbursement for expenses approved by Trustees?

4.5 Fidelity Bonds - The Board of Trustees may require some or all of the Officers and/or Agents of the
House corporation to furnish adequate fidelity bonds in such amount and with surety as the Board of
Trustees shall prescribe. The premiums on such bonds shall be paid by the House Corporation. ????WTF is this??

Section 1. General. The officers of the Association shall be a president, vice president, treasurer, secretary, and such other officers as may be from time to time appointed by the directors. The officers of the Association shall be elected by the newly elected directors at their first meeting following the annual meeting of the directors, for terms of one year, unless sooner removed by action of the directors as hereinafter provided.
Section 2. President. The president shall be the chief executive officer of the Association. He shall preside at all meetings of the directors and shall be ex-officio a member of every standing or temporary committee of the Association. He shall execute all contracts and other instruments of writing authorized by the board of directors; and subject always to the direction of the directors, he shall exercise such other authority and
perform such other duties as the directors may from time to time prescribe.

Section 3. Vice President. In the event of the death, absence, incapacity, inability, or refusal to act of the president, the vice president shall possess all the powers and perform all the duties of the president, and shall do and perform such other duties as may be from time to time assigned to him by the board of directors.

Section 4. Secretary and Assistant Secretaries. The secretary shall attend all meetings of the directors and shall record or cause to be recorded all votes taken and the minutes of all such proceedings in a minute book of the Association to be kept for that purpose. He shall give or cause to be given notice of meetings of the directors, except as otherwise herein provided by these by-laws, and shall perform such other duties as are incident to the office of secretary and as may be assigned by the directors or president of the Association. He shall keep in safe custody the seal of the Association and when duly authorized to do so, shall affix the same to any instrument requiring it, and when so affixed he shall attest the same by his signature.

The assistant secretaries in the order of their seniority, in the absence, disability, or inability to act of the secretary, shall perform the duties of the secretary and perform such other duties as the directors may from time to time prescribe.

Section 5. Treasurer. The treasurer shall have supervision and custody of all moneys and securities of the corporation; shall cause to be kept full and accurate accounts of the receipts and disbursements of the Association in books belonging to it; shall cause all moneys and other valuable effects to be deposited in the name and to the credit of the Association in such accounts and in such depositories as may be designated by the board of directors; shall disburse and supervise the disbursement of funds of the Association in accordance with authority of the board of directors, taking proper vouchers therefore; shall render to the president and board of directors at regular meetings of the board of directors or whenever the president or the board of directors require, a written, detailed account of his transactions as treasurer and of the financial condition of the Association, including a statement of all its assets, liabilities, and financial transactions; shall perform such other duties as the president or board of directors direct and such other duties as usually pertain to the office of treasurer. The treasurer shall be relieved of all responsibility of any securities or moneys or the disbursement thereof committed by the board of directors to the custody of any other person or corporation, or the supervision of which is delegated by the board of directors to any other officer, agent, or employee, or for the performance of any other duties of the treasurer delegated by the board of directors to any other officer, agent, or employee, and he shall not be responsible for any actions of an assistant treasurer or other officer, agents, or employees of the Association.

Section 6. Assistant Treasurers. Assistant treasurers may be appointed by the board of directors and in the absence of, refusal to act, or death of the treasurer, shall perform all of the duties of the treasurer and in addition thereto shall perform such other duties as may from time to time be assigned by the president or the board of directors.

Section 7. Division of Authority. Any two or more offices may be held by the same person except the offices of president, vice president, and treasurer. The board of directors may from time to time delegate some or all of the functions, duties, powers, and responsibilities of any officer to any other officer or to any other agent or employee of the Association, or other responsible person, provided that in the event of such delegation, the officer from whom such responsibility has been transferred shall be thereafter relieved of all responsibility for the proper performance of such function or duty or the proper exercise of such power or responsibility.

Section 8. Vacancies. Vacancies occasioned by the death, resignation, incapacity, or removal of officers of the Association shall be filled by a majority vote of the directors at the next regular or at a special meeting of the board of directors called for that purpose, and such person or persons so chosen to fill such vacancy or vacancies shall serve until the next annual election of officers or until their successors are elected and qualified.

Section 9. Removal. Any officer elected or appointed by the directors or any employee of the Association may be removed at any time by the affirmative vote of a majority of all the directors of the Association.

ARTICLE VIII - Committees

Section 1. Executive Committee. The board of directors shall, at the annual meeting thereof, elect from among their members an executive committee of three persons, which executive committee shall be empowered to exercise the full authority and power of the board of directors of the Association between meetings of the board of directors. The executive committee shall keep regular minutes of its proceedings, and the same shall be recorded in the minute book of the Association. The secretary or an assistant secretary of the Association may act as secretary for the committee if the committee so requests.

Section 2. The directors of the Association may by resolutions passed by a majority of the whole board, create and designate one or more committees, each committee to consist of two or more directors of the Association, and to the extent provided in said resolutions said committees shall have and may exercise the power of the directors in the management of the business and affairs of the Association, and shall have power to authorize the execution of contracts and other documents and instruments on behalf of the Association, and to authorize the corporate seal to be affixed thereto. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the directors. Each committee shall keep regular minutes of its proceedings and report the same to the directors as and when requested.

ARTICLE IX - Fiscal Year, Audit, Financial Reports

Section 1. The fiscal year of the Association shall close on June 30 of each year. It shall be the duty of the directors, prior to each annual meeting thereof, to appoint a competent accountant who is not a director, officer, or employee of the Association, nor related to any of its members, to examine and audit all of the books, records, checks, vouchers, and accounts of the Association. Such accountant shall receive reasonable compensation for such services to be fixed by the directors and paid by the Association.

Section 2. Within sixty (60) days after the end of the fiscal year, the secretary shall send to the ___________________________ Chapter and to the Executive Director of The Sigma Chi Fraternity, a balance sheet and an income statement for the fiscal year just ended.

ARTICLE X - Proof of Insurance

Section 1. The directors shall maintain insurance coverage sufficient to cover the cost to repair or replace any chapter house structure, grounds, and contents owned by the Association or the ________________________ Chapter for direct losses caused by fire, lightning, windstorm, hail, explosion, flood, riot, civil commotion, aircraft, vehicles, smoke, vandalism, malicious mischief, theft, breakage of glass, snow, ice, or freezing.

Section 2. A certificate of insurance evidencing the coverage described in Section 1 of this Article shall be sent by the secretary to the Executive Director of The Sigma Chi Fraternity of within 60 days after the issuance of the policy of insurance.

ARTICLE XI - Transfer of Assets

If the charter of the ________________________ Chapter is revoked, permanently suspended, or voluntarily surrendered, or if the chapter shall become inactive for any other reason, the assets of this Association, including any chapter house property, furniture, furnishings, equipment, and funds, shall be transferred absolutely to The Sigma Chi Fraternity/Foundation by the officers of this Association.

ARTICLE XII - Amendments

These bylaws may be amended, altered, supplemented, or repealed by a majority of all the directors at any meeting thereof, of which notice shall be given as hereinabove provided, specifying the amendment to the aforesaid by-laws proposed to be submitted to the directors for adoption at said meeting.

CERTIFICATE

We, the undersigned, hereby certify that we acted as chairman and secretary respectively of the meeting of the board of directors of XXXXX Chapter House Association held on the ____ day of (month/year) at which the foregoing by-laws were duly adopted as and for the by-laws of said Association, and we hereby further certify that the foregoing constitute the by-laws of said Association.

Dated _______________________ ____________________________________
Chairman of the meeting

____________________________________
Secretary of the meeting

This document is subject to review by the legal advisory committee and is provided only as a sample.