Bylaws of the Graduate Council of Alpha Chapter of the Delta Kappa Alpha Fraternity Preamble Believing that where there is law there is liberty, we the members of the Alpha Chapter Graduate Council of the Delta Kappa Alpha Fraternity do hereby establish and solemnly promise to obey these bylaws as well as to supplement and support the Ritual, Constitution, and Statutes of the Delta Kappa Alpha Fraternity for the government of our Council. TITLE I -- NAME The name of this organization shall be the Graduate Council of the Alpha Chapter of The Delta Kappa Alpha Fraternity. TITLE II -- ORGANIZATION Section 1. The Graduate Council shall join with the Resident Council to form the Alpha Chapter of The Delta Kappa Alpha Fraternity. Section 2. The Graduate Council shall recognize the general supervision of the Board of Governors. The Board of Governors and both Councils shall be responsible to the National Council. Section 3. The Graduate Council shall maintain and support the National Constitution and Statutes of The Delta Kappa Alpha Fraternity. Section 4. The Graduate Council shall be operated as a non-profit organization. No officer shall receive any payment for services rendered to the Alpha Chapter of The Delta Kappa Alpha Fraternity, except in cases of reimbursement of expenses as approved by the Graduate Council. TITLE III -- MEMBERSHIP Section 1. The Graduate Council shall consist of those members of the chapter who are not members of the Resident Council, who are in good standing in the Fraternity, and who have completed all obligations to the Resident Council. Section 2. A Graduate Council member shall be a member who has graduated, transferred schools or who has left the University of Southern California permanently or has been legally transferred into this Council from another Graduate Council after approval by both Graduate Councils involved and the Chief Executive Officer. Section 3. A brother or sister shall become a member of the Graduate Council upon his or her graduation or decision not to return to school. TITLE IV -- MEETINGS Section 1. At least two regular meeting of all members of the Graduate Council shall be called each year. Notice of the time and place of this meeting shall be furnished to all members by electronic means, the notice being transmitted by electronic means at least 14 days before the date set for the meeting. All meetings should use some form of electronic means (Conference Call, VTC, webcast, etc.) to allow all members who wish to participate be able to. Section 2. The president may at any time, and shall, upon the request in writing (email) of five (5) or more Graduate Council members, call a special meeting of the Graduate Council. Such request and the notice of every special meeting shall state the object for which it is called and no subject not stated in the notice thereof shall be acted upon at a special meeting. Notice of the time and place of the special meeting shall be transmitted by electronic means at least 7 days before the date set for the meeting. Section 3. A quorum at any meeting shall consist of those in attendance after proper notification of said meeting. A member shall be considered “in attendance” if he or she is physically present at the meeting or if he or she is monitoring the meeting by remote electronic means and identifies themself to the officers physically present at the meeting. Between the regular and special meetings of the Graduate Council, legislation may be conducted by electronic means, when approved by the majority vote of the Board of Directors. In such cases, the proposed legislation must be fully described on the ballot transmitted by electronic means to members at their last known addresses. In the cases of legislation transmitted by electronic means, the vote of the majority of the ballots returned to the Graduate Council secretary within 14 days shall decide the outcome of the balloting. TITLE V -- OFFICERS Section 1. The elected officers of the Graduate Council shall be the President, Vice President, Secretary, Treasurer, Events Manager, Resident Council Liaison, National Convention Delegate, Alternate delegate, and any additional officers deemed necessary by the Board of Directors. No member may hold more than one office except National Convention delegate and alternate delegate. Vacancies in the offices occurring between meetings of the Board may be filled by appointment by the president. Officers will be elected for one calendar year, or until their successors are elected. Section 2. There shall be a Board of Directors composed of President, Vice President, Secretary, and Treasurer of the Graduate Council at the minimum. Furthermore, up to three additional standing members may be elected during annual elections of Graduate Council officers. Each elected director shall hold office for one calendar year or until his successor is duly elected. Section 3. The appointed officers of the Graduate Council shall be the Resident Council liaison and any additional officers deemed necessary by the Board of Directors. These offices shall be filled by appointment by the president. An appointed officer shall serve for one calendar year, or until his successor is appointed. Section 4. All offices of the Graduate Council shall be held by members of the Graduate Council, with the exception of Resident Council liaison, which may be held by a member of the Resident Council. In this event, the Resident Council liaison shall have no voting or membership privileges on the Graduate Council. TITLE VI -- ELECTION OF OFFICERS AND THE BOARD MEMBERS Section 1. Election of the Graduate Council Board of Directors for the year shall be held at the annual January meeting of the Graduate Council unless vacancy occurs. Section 2. Nominations can then be made from the floor for the nominations of members in attendance. Nominations may also be made for members not in attendance, with the prior consent of those members being nominated. A majority vote shall be required for election, with voting done by those members in attendance at the election meeting. Voting shall be done by open ballot unless a member in attendance objects, in which case voting shall be done by secret ballot. Section 3. The Board of Directors shall meet at least once each school year and as many additional times as is deemed necessary by the majority of the Board of Directors, provided the meeting place be within a 30-mile radius of Los Angeles, California and is convenient to most directors. The President or Secretary must inform all directors of meetings at least 14 days in advance, unless meetings are called with a unanimous waiver of notice. Any director who is absent from more than half of the Board meetings during his term shall not be eligible for reelection. Attendance at a meeting may be accomplished by physical, telephonic, or electronic means. Section 4. The National Convention delegate and Alternate delegate positions will only be filled in election years. TITLE VII -- DUTIES OF OFFICERS Section 1. The President shall preside over all meetings of the Graduate Council, both regular and special. He or she shall be the executive officer of the Graduate Council and see that all departments function effectively. He or she shall appoint all committees and appointed officers. He or she shall interpret all rules and statutes with the assistance of the Board of Directors. He or she shall serve as president of the Board of Directors. Each year, he or she shall welcome the new class of graduating seniors into the Graduate Council, and each year he or she shall address the undergraduate chapter on the organization and functions of the Graduate Council. Section 2. The Vice President shall serve as assistant to the President and shall act with full authority in the absence of the President. Section 3. The Secretary shall keep a record of all proceedings of Graduate Council meetings. He or she shall preserve all records of the Graduate Council and shall maintain an up-to-date file on activities and addresses of Graduate Council members. He or she shall keep a record of proceedings of Board of Directors meetings and shall handle all correspondence of the Graduate Council. He or she shall work with the Alumni Activities Committee to see that all members are informed of the activities and plans of the Board by electronic means or through the Graduate Council newsletters. He or she shall prepare an annual report of the Graduate Council's activities for presentation and distribution to the entire membership, in lieu of a similar report by the president. Section 4. The Treasurer shall collect, safeguard and/or pay out all money of the Council as ordered by the President or by the Council in meeting. He or she shall keep a record of all transactions and shall prepare a financial report to be presented at each regular meeting. He or she shall submit an annual report to the secretary for distribution to the entire Graduate Council membership. Section 5. The National Convention delegate will be responsible for a complete report to the Graduate Council at the next regular meeting following the National Convention. Section 6. The Alternate National Convention delegate shall act with full authority in the absence of the National Convention delegate. Section 7. The Board of Directors shall assist the officers in interpreting and executing action taken by the Council. The Board shall provide a means whereby the Graduate Council may function between meetings. Section 8. The Resident Council liaison shall attend at least two (2) meeting a semester of the Resident Council and maintain regular communications with a focus on Chapter Operations and General Well-being of the Resident Council and the Graduate Council meetings. The Liaison shall assist in keeping each body informed of the activities of the other. It is preferred that the Alumni Relations Chairperson from the Residence Council act in the capacity of the Resident Council Liaison. Section 9. Prior to their election or appointment, all other officers' duties and responsibilities shall be determined and explicitly stated by the Board of Directors. TITLE VIII -- THE BOARD OF GOVERNORS Section 1. The Board of Governors shall be composed of at least three members of the Graduate Council and the President and the Treasurer of the Resident Council. The board secretary shall be the President of the Resident Council. One graduate member of the board shall serve as Resident Council Scholarship Advisor. One graduate member of the board shall serve as Resident Council Financial Advisor. One member shall serve as the Risk Reduction Specialist for the chapter. Section 2. The Board of Governors shall be the general supervisory body of the chapter and shall be responsible to the National Council in all matters. It shall be the duty and responsibility of the Board to act in the best interest of the Fraternity at all times in accordance with the National Constitution and Statutes. Section 3. The Board shall have full authority to enforce the Statutes of the National Constitution as they pertain to the Resident Council, subject to review by the Chief Executive Officer and National Council. In matters pertaining to scholarship and finance, the authority of the Board shall be absolute. The Board shall have full authority to summon any member of the Resident Council upon proper notice, to appear before the Board assembled. Section 4. The Domain Director is tasked with the responsibility to proactively seek out and engage potential members of the Board of Governors. Final approval on all appointment shall be subject to the majority approval of the Board of Directors. Section 5. Meetings of the Board of Governors shall be held at least once each month. TITLE IX -- HOUSE CORPORATION Section 1. The Graduate Council shall be responsible for the organization of an appropriate House Corporation to meet the Resident Council's housing needs. Section 2. Officers and Directors of the House Corporation shall be elected by the Graduate Council in accordance with the By-Laws of the House Corporation. Section 3. The Graduate Council shall be responsible for the perpetuation of the alumni House Corporation and the appropriate interaction of the Board of Governors, House Corporation, and Resident Council. TITLE X -- COMMITTEES Section 1. The President, or in his or her absence the presiding officer, at any meeting shall appoint from the membership such committees as may seem best for the interests of the Graduate Council. Section 2. The following committees may be appointed as needed: (a) The Finance Committee, which shall assist the treasurer of the Graduate Council and the Financial Advisor of the Board of Governors in the collection of dues and assessments. This committee shall stay well informed as to the financial condition of the Graduate Council and of the Resident Council. (b) The Recruitment Committee, which shall counsel and assist the Resident Council in soliciting and collecting from Graduate Council members and other sources information about students and prospective students who may be considered for membership in the Fraternity, and which shall counsel and assist the Resident Council in all details of recruitment activity. (c) The Graduate Council Alumni Affairs Committee, which shall work with and guide the Resident Council in the organization of reunions, including the regular meetings of the Graduate Council, in the publication of a regular and frequent alumni newsletter and periodic directories of alumni and undergraduate members. This committee shall work with the Resident Council and appropriate committees in the solicitation of recruitment recommendations, voluntary annual dues, and other aids from the Graduate Council members. It shall maintain a liaison with nearby alumni associations, or if there are none, with interested individual alumni from other chapters. (d) The Career Development Committee, which shall attempt to introduce mutually satisfactory meetings between employers and prospective employees who are members of the Fraternity. TITLE XI -- DUES AND ASSESSMENTS Section 1. If deemed necessary by the Board of Directors, membership dues will be solicited from each member under the supervision of the Board of Directors, but such dues will be voluntary, and non-payment will have no effect on membership status. Section 2. Funds obtained from such dues solicitation will be used to finance, in cooperation with the Resident Council, any and all projects in the interest of better alumni relations, including the alumni newsletters, membership directories, membership cards, reunion notifications and promotions, annual reports and ballots, National Convention delegates' expenses, Chapter Events, and appeals for alumni aid. Funds not used for these projects will be available for house maintenance and improvements or other use as determined by the Board of Directors. Section 3. Additional assessments may be authorized from time to time by the Board of Directors; provided such appeals are voluntary and non-contributors suffer no loss of membership status. TITLE XII -- AMENDMENTS Section 1. Subject to the approval of the membership of the Graduate Council, the Board of Directors may enact amendments to these By-Laws, provided such amendments are not in conflict with the National Constitution and Statutes of The Delta Kappa Alpha Fraternity. Section 2. The By-Laws may be amended by electronic means or by mail, or at any regular meeting or special meeting of the Graduate Council. Section 3. Amendments to these By-Laws may be proposed by any two Graduate Council members in writing to the secretary of the Council. Voting will take place at the next meeting. Section 4. The By-Laws may be amended by a two-thirds (2/3) affirmative vote of those members present at a regular or special meeting. Amendments may be made to these ByLaws by electronic means or by mail, when so voted by the Board of Directors. In such cases, the proposed amendments must be fully described on the ballot that is transmitted by electronic means or mailed to members at their last known addresses. In the case of ballots on amendments to these By-Laws transmitted by electronic means, the affirmative vote of two-thirds (2/3) of the ballots returned to the secretary within one week shall be necessary. In the case of mail ballots on amendments to these By-Laws, the affirmative vote of two-thirds (2/3) of the ballots returned to the secretary within thirty days (30) after the mailing shall be necessary. Section 5. The By-Laws shall repeal any motions, resolutions, By-Laws, rules, or regulations heretofore placed by the members of the Graduate Council insofar as these may conflict with any provisions found herein. Section 6. These By-Laws will become effective upon approval by the Chief Executive Officer of The Delta Kappa Alpha Fraternity and after having been approved by twothirds (2/3) of the members present at a regular meeting.