Gamma By-Laws, October 2004
BY-LAWS
THE PENNSYLVANIA STATE UNIVERSITY, ALPHA
GAMMA RHO ALUMNI ASSOCIATION,
Gamma Chapter
Article I. -Membership
Section l-
Section 2-
As provided in the charter, all persons already initiated members of the
Gamma Chapter of Alpha Gamma Rho Fraternity, as well as those who
shall hereafter be initiated by said Chapter, shall, in accordance with the
rules of said Fraternity, be members of this Corporation. All real and personal
property, including all improvements located on the property, acquired by the Corporation shall
be owned by the Corporation. A member shall have no interest in specific property of the
Corporation. Each member hereby expressly waives the right to require partition of all or part
of the Corporation’s property.
Membership in this Corporation shall consist of four classes:
(A) Sustaining Life: A sustaining life member is any Alumnus or
former member of the Chapter who has paid all of his membership
dues in the Association, which dues shall be in the sum of Two
Hundred ($200) Dollars.
(B) Active: An active member is any member of the Active Chapter.
(C) Inactive: An inactive member is any Alumnus or former member of the
Chapter who is not a sustaining life member.
(D) Honorary: An honorary member shall be an Alumnus of any other
chapter of Alpha Gamma Rho whom the Association chooses to elect to
membership.
Section 3-
(E) Affiliated: An affiliated member shall be an Alumnus in good
standing of any other chapter of Alpha Gamma Rho who resides in or
nearby State College, Pennsylvania.
Each Sustaining Life, Active and Honorary member of the Corporation shall
be entitled to one vote, either in person or by proxy, on all matters affecting
the Corporation, except such matters as come within the scope and authority
of the Board of Directors.
Article II. – Meetings
Section l-
The annual meeting of this Corporation shall be held at the Chapter House in
the Borough of State College, County of Centre and State of Pennsylvania,
on such date and hour as shall be fixed by the Board of Directors. Notice of
Section 2-
Section 3-
such meeting shall be mailed by the Secretary to the members at least ten days
prior to the hour fixed for said meeting, which said notice thus mailed shall
be sufficient notice of such meeting to all members of the Corporation.
Special meetings of this Corporation may be called by the Board of Directors
and shall be so called whenever they are requested so to do by ten members
of the Corporation.
Notice of such special meeting shall be mailed by the
Secretary to the members at least five days prior to the hour fixed for said
meeting, which said notice thus mailed shall be sufficient notice of such
meeting to all members of the Corporation. Such notice shall give the time, place and
purpose of the meeting and action taken at such meeting shall be binding upon the Corporation.
Quorum: At least six qualified members shall constitute a quorum at any meeting of the
Corporation. The members present at a duly called or held meeting at which a quorum is
present, may continue to transact business even if enough members leave the meeting so that
less than a quorum remains. However, no action may be approved without the vote of at least a
majority of the number of members required to constitute a quorum.
Article III. - Board of Directors
Section l-
The Board of Directors shall consist of seven (7) members of the
Corporation.
One (1) member of the Board of Directors shall be the
noble ruler of the active chapter who will annually serve on the Board of
Directors during his term as noble ruler.
The six (6) remaining
members of the Board of Directors shall be elected from the Sustaining
Life and Honorary members of the Corporation at the annual meeting of
the Corporation by a majority of all members voting at said meeting in
person or by proxy. All elected members of the Board of Directors shall
serve for a term of three (3) years.
In subsequent years the number of
members of the Board of Directors elected at the annual meeting shall
correspond to the number of members of the Board of Directors whose
terms expire.
Section 2-
Whenever any vacancy shall occur in the Board of Directors by death,
resignation or otherwise, the same shall be filled by a majority vote of
the remaining directors at the next meeting of said board.
The person
so chosen shall hold office until the next annual meeting when the
members of the Corporation shall elect a successor to fill the remainder
of any unexpired term.
Section 3-
The Board of Directors shall have the management and control of the
property, assets and business of the Corporation and shall elect all
other officers and employ such agents and employees as they shall deem
advisable and fix the rates of any compensation of officers, agents and
employees,
or the board may delegate the duties to such officer or
officers as they may see fit.
Section 4-
The Board of Directors shall have authority and power in their
discretion, to accept for the Corporation,
title to real estate and
personal property, conveyed to or acquired by the Corporation, and to
dispose of or encumber the same by mortgage or otherwise, by a
majority vote of the said Board of Directors.
Section 5-
The Board of Directors shall meet at such time and such places as they
may by resolution determine. Notice of such meetings shall be mailed
by the Secretary to the members of the Board of Directors at least five
days prior to the hour fixed for said meeting, which said notice thus
mailed shall be sufficient notice of such meeting to all members of the
Board of Directors.
Section 6-
Quorum: Four (4) voting members of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. If less than four directors are
present at said meeting, a majority of the voting directors present may adjourn the meeting from
time to time.
Section 7-
Authority Between Meetings: The Board of Directors has the authority to conduct the affairs
of the Corporation between meetings not specifically provided for in the Constitution and
Bylaws.
Section 8-
Decision Without Meeting: Any decision required or permitted to be made at a meeting of the
Board of Directors, or any committee of the Corporation may be made without a meeting. A
decision without a meeting may be made if a written consent to the decision is signed by all of
the persons entitled to vote on the matter. The original signed consents shall be placed in the
Corporation minute book and kept with the Corporation’s records.
Article IV. – Officers
Section l-
The officers of the Corporation shall consist of a President and a Vice
President who shall be directors, and a Secretary and Treasurer elected
from the members of the Corporation.
The Secretary and Treasurer
may be one and the same person and may or may not be directors. All
such officers shall be elected annually by the Board of Directors by a
majority vote of the whole number of directors present at the next
meeting of the board after the annual meeting of the members.
Section 2-
In case of the death,
resignation or removal of any officer of the
Corporation, the Board of Directors shall elect a successor who shall
hold his office until the meeting of the board next ensuing after the next
annual election.
Section 3- It shall be the duty of the President to preside at all meetings of the
Board of Directors and perform such other duties as may from time to
time be assigned to him, either by the Board of Directors or members.
The president may execute and sign, together with the secretary or other officer authorized by
the board of directors, all written contracts entered into or documents executed on behalf of the
Corporation, as directed by the Board of Directors.
Section 4- It shall be the duty of the Vice President to perform the duties of the
President in the event of the President's absence.
Section 5-
It shall be the duty of the Secretary to keep accurate minutes of all
meetings of the members and of the directors and he shall be the
secretary of all meetings both of members and directors. He shall have
custody of the seal of the Corporation and of all books, papers and
correspondence, except as the same are especially placed in the custody
of the Treasurer. He shall perform such other duties as are incident to
the office of Secretary and such as may from time to time be assigned to
him by the Board of Directors or members.
Section 6-
The Treasurer shall keep a record of all monies received and paid out and
of all vouchers and receipts given therefore, and shall make such financial
reports as may be required by the members of the Board of Directors.
He shall perform such other duties as are incident to the office of
Treasurer and such as may from time to time be assigned to him by the
Board of Directors or members.
The Treasurer shall give bond in such
sum as the Board of Directors may desire for the faithful discharge of his
duties.
Article V. – Committees
Section 1-
It shall be the function of committees to make investigations, conduct studies and hearings,
make recommendations to the Board of Directors, and to carry on such activities as may be
delegated to them by the Board. The chairperson of the committee will be appointed by the
President. The standing committees of the Partnership shall be:
(A) Executive Committee – The Executive Committee shall be composed
of the officers of the Board of Directors and chaired by the President. The
Executive Committee shall have the power to conduct the business of the
organization and oversee finances. The Board must ratify all actions of
the Executive Committee.
(B) Building Committee- The Building Committee shall oversee any and all projects related to
the structure or infrastructure of the Chapter House. The committee will also be charged with
creating and or updating any long range building projects. The committee shall report to the
Board of Directors and provide updates to the membership.
(C) Gamma Scholarship Fund Advisory Committee- The Gamma Scholarship Fund Advisory
Committee shall oversee the Gamma Scholarship Fund in conjunction with the Educational
Foundation of Alpha Gamma Rho. The committee shall be bound to and follow the Gamma
Scholarship Fund Agreement with respect to any distribution of income from the Fund. The
committee shall report to the Board of Directors and provide updates to the membership.
(D) Fundraising Committee- The Fundraising Committee shall oversee any and all projects
related to fund raising in the name of Gamma Chapter. The committee shall maintain a
separate bank account to track all funds and cover related expenses. The committee shall report
to the Board of Directors and provide updates to the membership.
(E) By-Laws / Policy Committee- The By-Laws Committee shall meet as needed to review and,
if needed, recommend updates to said By-Laws. The committee shall also be responsible for
creating / updating the policy manual to maintain record of policies not covered under the ByLaws.
Section 2
The President may appoint such other committee as may from time to time be necessary for
conducting the business of the organization.
Section 3
Each Board member shall be an active member of at least one standing committee.
Section 4
Each committee shall establish its own meeting schedule and short-term and long-term goals.
Section 5
Each committee will investigate and make recommendations to the Board of Directors for such
action, as it deems appropriate, to foster the purposes of the Corporation.
Section 6
Each standing committee shall ensure open communications and cooperation with other
committees in overlapping projects.
Article VI. - Corporate Seal
Section l-
The common or Corporate seal of the Corporation shall consist of the seal
already obtained,
an impression whereof is affixed here immediately
following, and this seal is hereby adopted as the Common and Corporate seal
of the Corporation.
Article VII. – Amendments
Section 1-
These By-Laws may be amended, added to, or altered by the majority
vote of the Sustaining Life, Active, and Honorary members, present or by
proxy, at any annual meeting or at any special meeting duly called for that
purpose,
provided that notice of such amendments with a copy thereof
shall be given with the notices of an annual meeting or of a special meeting
in the same manner as is hereinbefore provided for in regard to such
notices.
2004 By-Laws amended from copies of the 1971 and 1940 By-Laws
Article VIII. – Disposition of Assets
Section 1-
Upon dissolution of the Corporation, all debts of the Corporation shall be paid. The assets shall
be distributed by the Corporation, but only to one or more charitable or educational
organizations exempt from federal income tax under section 501(c)(3) of the Internal Revenue
Code of 1954 or the corresponding provision of any subsequent federal tax laws.