Constitution By-Laws The BOA-1-14-20

BY-LAWS OF THE BOARD OF ADVISORS IOTA Pi CHAPTER OF TAU KAPPA EPSILON INTERNATIONAL FRATERNITY

Preamble

In conformity with the international Constitution and By-Laws of Tau Kappa Epsilon International Fraternity, we, the members of the Board of Advisors of Iota Pi Chapter, for the purposes therein set forth, adopt these by-laws.

Article I -Name

The name of this board shall be: The Board of Advisors of Iota Pi Chapter of Tau Kappa Epsilon International Fraternity, lnc. (Hereinafter referred to as “the Board”), located at Kent State University-Kent, Ohio.  The active Iota Pi Chapter is herein referred to as the Chapter.

Article ll-Purpose

The purpose of the Board shall be to supervise the finances and activities of Iota Pi Chapter and to assist, when and if needed, in the sole and absolute discretion of this Board, in the coordination of the activities of the Chapter, with the Chapter Advisor, Chapter Alumni Association, and Kent State University Campus Affairs and Alumni Officers.

Article lll- Election to Office

Section 1. Elections to the board shall take place every two years within one month of the past reunion, or homecoming in non-reunion scenarios.

Section  1. Membership in the Board shall be open to any alumnus of TKE (who is 18 years or older), and who has the best interests of the Iota Pi Chapter at heart, and believes in the principals of Tau Kappa Epsilon Fraternity. Membership shall also be open to any member of the community who is of good moral character, believes in the principals of Tau Kappa Epsilon Fraternity, and has the best interests of Iota Pi Chapter at heart. Calls for nominations shall be made through the Alumni Association and through the active chapter.

 

Section 2. Elections shall be conducted by the President of the Alumni Association or another frater chosen by a majority of current Board members. The current Board will direct how the elections are to be conducted. There may be up to 11 members elected to the Board: no more than 11 no fewer than 7. If there are fewer than 7 candidates, the Board is to recruit members to reach that number. Each member must receive a majority of the votes cast to sit on the Board. If a member does not receive over half the votes cast, s/he may not be elected. The top vote getting eligible candidates will be elected to the Board. Board members are chosen initially to sit on the Board and not to a specific office

Section 3 The Board shall annually choose its Chairman, Vice Chairman, Secretary and Treasurer, of which the latter two officers may be combined in one person if desired, mirroring the officers of the chapter and a Director of Housing and Business Manager which also can be combined with another office if desired.

Section 4: There shall be the following Ex officio members of the Board, with full voting rights Chapter Advisor, Chapter Prytanis, and Chapter Crysophylos. A Chapter vacancy shall be filled by the Chapter at the first opportunity. Chapter officers serving on the Board shall only be on the Board until their chapter office term is completed.

Section 5: Any officer may stand as a candidate for re-election.

Section 6: An elected officer or director who is to be absent for any meeting must present to the Board Chairman a written or electronic excuse prior to the meeting. An elected officer or director of the Board who is absent three unexcused meetings in a year without an excuse approved by the Board Chairman, prior to the meeting, subject to appeal to the Board, shall be automatically removed from the Board and a new election shall be called at the first reasonable opportunity.

Section 7: The action of the majority of the officers and directors present at a meeting shall be the act of the Board of Advisors, unless the act of a greater number is required by statute or these bylaws.  A quorum is at least 50% of the attending membership present at the time of voting.

 

Section 8: A director member of the Board may resign at any time upon written or electronic notice to the Board of Advisors. Any member of the Board may be removed without cause by a two-thirds majority of the board.

Section 10:  Any member of the Board who is present at a meeting of the Board at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written or electronic dissent to such action the person acting as secretary of the Board immediately after the adjournment of the meeting. Such right of dissent shall not apply to a director who voted in favor of such action.

Section. 12.  Any member of the Chapter may present written or electronic motions or resolutions for the consideration of the Board, for any matter within its jurisdiction, which, if seconded in writing by another member of the active chapter or Board, shall thereupon be discussed and voted upon in the same manner as if offered by a member of the Board.

Article lV -Meetings

Section 1: Regular meetings will be monthly or as called by the Chairman of the Board.  All Meetings are closed meetings.  If there is an invited guest, they will address the Board for permission to attend the meeting, followed by the board meeting.  All attendees need to introduce themselves in the meeting. The Board Chairman is to be notified of any guests a board member chooses to invite to the Board meeting. Any active frater of Iota Pi Chapter has the right to ask to attend a Board meeting. Any active member of Iota Pi Chapter has the right to attend a Board meeting in order to present a motion to the Board to be voted on by the Board. The Board will schedule any such request. If the meeting is held as a conference call, no Any member indiscriminately sharing conference contact information shall be removed from office and declared ineligible to run for Board office during that term.

Section 2: Participation in a meeting by means of a conference telephone shall be allowed. Minutes will be shared with the active chapter E Board. Board members have the right to enter a discussion in confidence. Any Board member who cannot respect that confidentiality and shares members discussion shall be removed from office and not allowed to run for office during that term

Section 4: Members present shall constitute a quorum.

Section 5: Proxies shall not be allowed.

Section 6: Notice of any meeting shall be made through email or called at a regular meeting.

Article V -Officers

Section 1: The officers of the Board shall mirror the Chapter Officers. The purpose is for the Board member is to act as a mentor to the corresponding chapter officer.

Section 2: The Chairman shall be the principal executive officer of the Board, subject to the direction and control of the Board, he shall be in charge of the business of the Board; he shall see that the resolutions and directions of the Board are carried into effect except in those instances in which that responsibility is specifically assigned to some other person by the Board; and , in general, he shall discharge all duties incident to the office of chairman and such other duties as may be prescribed by the Board from time to time. He shall preside at all meeting of the Board. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the chapter or a different mode of execution is expressly prescribed by the Board or these by-laws, he may execute for the  Chapter any contracts, deeds, mortgages, bonds or other instruments which the Board and Chapter has authorized to be executed, and he may accomplish such executions either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Board, according to the requirements of the form of the instrument.

ection 3 The Treasurer shall be the principal accounting and financial officer of the Board. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the chapter; (b) have charge and custody of funds of the chapter, and be responsible therefore and for their receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chainman or by the Board. if required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board may determine. The Treasurer shall disburse the funds of the Board as approved by the Board and sign all checks for the Board on the distribution of funds from the Housing Fund financial account and Board checking account.

Section 6: The Secretary shall:

(a) Record the minutes of the directors’ meetings in one or more books provided, maintained and kept for that purpose; (b) See that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) Be custodian of the Board records; (d) Keep a register of the post-office address, phone numbers, and email addresses  of each director; (e) Sign with the chairman or any other officer thereunto authorized by the Board, any contracts, deeds, mortgages, bonds, or other instruments which the Board has authorized to be executed, according to the requirements of the form of the instrument, except when a different mode of execution is expressly prescribed by the Board or these by-laws; (f) Have authority to certify these by-laws, resolutions of the Board and committees thereof, and other documents of the Board as true and correct copies thereof, and (g) Perform all duties as form time to time may be assigned to him by the chairman or by  the Board. Upon the expiration of his term, for whatever reason, his successor shall guard and maintain the Board’s minutes and records.

Article VI Powers of the Board

The powers of the Board are as stated in the Black Book

Article VII Housing Fund Account

Section 1. The Board shall jointly establish a Housing Fund Account in a bank or investment portfolio with the active chapter.  The active chapter and Board will choose a financial investment that is mutually acceptable to both parties.

Section 2. Withdrawal from the Housing fund will require the signature of the chapter Crysophylos and the Board Treasurer.

 Article VIII Vacancies

Section 1: in the event of a vacancy in the office of Chairman, the Vice Chairman shall assume the role.

Section 2: ln the event of a vacancy in any office, the Board shall then elect a replacement at their next regular meeting.

Section 3: All vacant offices assumed shall be for the unexpired portion of the terms.

Article Vll -Committees

Committees and committee chairs may be appointed by the chairman as needed, and committee members shall be appointed by the chairman with the advice and consent of the Board. Committees may include individuals other than Board members; provided the chairman of the committee is a Board member and all members are TKEs.

Article IX Contracts, Loans, Checks and Deposits

Section 1: The Board may authorize any officer, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Board or Chapter, as specified in these bylaws, and such authority may be general or confined to specific instances. Such activities will be initiated with a 2/3 vote of the executive board of the Chapter.

Section 2: No loan shall be contracted on behalf of the Chapter and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board and Chapter.

Section 3: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness if issued in the name of the Chapter, shall be signed by such officer or officers, agent or agents of the Board and in such manner as shall from time to time be determined by resolution of the Board.

Section 4: All funds of the Board, or funds of the Chapter held by the Board, on behalf of the Chapter, not otherwise employed shall be deposited from time to time to the credit of the Board or Chapter in such banks, trust companies or other depositories as the Board may select.

Article lX -Fiscal Year

The fiscal year of the Board shall be fixed by the Board of Advisors.

Article X -Waiver of notice

Whenever any notice is required to be given under the provisions of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver or notice thereof unless the person the person at the meeting objects to the holding of the meeting because proper notice was not given. Such notice and/or waivers shall be scrupulously maintained, as all formal records of the Board Secretary.

Article Xl -Indemnification of Officers, Directors, Employees and Agents

Section 1: The Board and its corporate entity shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the chapter) by reason of the fact that such person is or was a director, officer, employee or agent of the chapter. Or who is or was serving at the request of the Board as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees),judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the chapter, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the chapter, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2: The Board and its corporate entity shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Board to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of a corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of suck action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Board and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Board unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 3: To the extent that a director, officer, employee or agent of the Board has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

Section 4: Any indemnification under Sections ‘1 and 2 shall be made by the Board only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (a) by the Board of Advisors by a majority vote of a quorum consisting of directors who were not parties to such actions, suit or proceeding or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written or electronic opinion.

Section 5: Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Board in advance of the final disposition of such action, suite or proceeding, as authorized by the Board in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Board as authorized in this Article.

Section 6: The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement vote of disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the chapter, or is or was serving at the request of the chapter as a director, officer, employee or agent of a corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the chapter would have the power to indemnify such person against such liability under the provisions of these sections.

Article Xll -Amendments

Amendments to these By-laws maybe made by two-thirds (2/3) vote of the Board and a two-thirds (2/3) vote of the Chapter. An amendment must have been submitted in writing at a regularly scheduled meeting and said amendment being mailed/emailed to all directors at least thirty (30) days prior to the next regular scheduled meeting, at which time the amendment will be voted on. All by{aw amendments will be reviewed for compliance with all Fraternal, University, Federal, State, and Local laws.

 Article Xlll -X Parliamentary Authority

Meetings of the Board shall be conducted, unless waived by a majority of the Board at any meeting, in a manner consistent with Robert’s Rules of Order as newly Revised, a copy of which shall be maintained by the Board Secretary for reference.

Adopted: These bylaws shall go into effect upon two-thirds (2/3) approval of the Chapter and two-thirds (2/3) vote of the officers of the Board of Advisors. The officers at the time of approval of these by laws shall serve till elections are held that shall be within one month of the adoption of these by laws.