ARTICLE I
NAME
SECTION 1. The name of the Corporation shall be Iota Phi Zeta of Lambda Chi Alpha Inc.
ARTICLE II
OBJECTS
SECTION 1. The objects for which the corporation is formed are: To promote and further the welfare and the interest of the members of this Corporation; To stimulate and to broaden thought and to crystallize sentiment; To bring together intellectual life and the points of view of the members; To encourage sound undergraduate chapter management and to provide the continuity to undergraduate chapter operations through support of an Alumni Advisory Board; To promote and support an Alumni Association designed to coordinate communication and stimulate interest in chapter affairs; and To provide and to maintain a house, for the benefit of the undergraduate members of Iota Phi Zeta of Lambda Chi Alpha at High Point University , in which they may reside and hold meetings.
ARTICLE III
MEMBERS
SECTION 1. Categories. The members of the corporation shall be in two categories (a) Alumni and (b) Undergraduate.
SECTION 2. Members of Iota Phi Zeta of Lambda Chi Alpha, Inc. who are known as "Alumni Members" in good standing under the terms and provisions of the Constitution and Statutory Code of the Fraternity of Lambda Chi Alpha, any alumnus of Lambda Chi Alpha from any chapter, living in this community who has a desire to become involved, shall be an "Alumni Member."
SECTION 3. Members of Iota Phi Zeta of Lambda Chi Alpha Inc., who are known as "Undergraduate Members" in good standing under the terms and provisions of the Constitution and the Statutory Code of Lambda Chi Alpha Fraternity, shall be "Undergraduate Members."
SECTION 4. Each member of this Corporation, present at a duly called meeting, shall be entitled to one vote on any and all questions, irrespective of the category of his membership.
ARTICLE IV
MEETINGS
SECTION 1. The annual meeting of this Corporation shall be held on the Saturday of High Point University's Homecoming Weekend at 10:00am , unless otherwise specified by the Board of Directors.
SECTION 2. The Corporations' Board of Directors shall conduct meetings via telephone conference calls, at a date and time that will be determined one month prior to each meeting.
SECTION 3. Special meetings of the Corporation shall be called by the Secretary upon request in writing of not less than five members of the Corporation or by two Directors or by the Board of Iota Phi Zeta of the Lambda Chi Alpha Fraternity.
SECTION4. Written notices of the Corporation shall be delivered by the Secretary to the members of the Corporation at least ten days before the date of the meeting and addressed to his last known post office address or internet e-mail address as the same appears upon the books of the Secretary.
SECTION 5. At the annual meeting of the Corporation, nine members shall constitute a quorum, at least five of whom shall be alumni members, of which three must be Directors.
SECTION 6. At a monthly meeting of this Corporation's Board of Directors, six members shall constitute quorum.
SECTION 7. At meetings of the Corporation, the order of business shall be as follows:
ARTICLE V
DIRECTORS
SECTION 1. The number of alumni Directors shall be eleven, plus three undergraduate Directors (14 Voting Directors total). The Undergraduate Chapter President, Undergraduate Treasurer and Undergraduate Alumni Chairman shall automatically be named as Directors and their terms of Office shall run concurrently with the Undergraduate Chapter's elections. The Chapter Advisor (Hi Pi) shall automatically be named as one of the 14 Directors and his term of Office shall run concurrently with his official appointment. The business of the Corporation shall be carried on by the Directors, subject to these By-Laws and the supervision of the Board of Directors of Iota Phi Zeta of Lambda Chi Alpha. Eight members shall constitute a quorum.
SECTION 2. The Directors, except for the Undergraduate Chapter President, Undergraduate Treasurer and Undergraduate Alumni Chairperson , shall hold office for a three year term, with 1/3 or less of the directors rotating off the board each year. When a Board Member wishes to end his service prior to completing a full term, a replacement shall be elected at the annual meeting. A Board Member will maintain service until a successor has been elected, unless the Alumni Association President excuses the Member early. In case of a vacancy, the Board at any regular or special meeting may fill such vacancy for the remainder of the term.
SECTION 3. Meetings of the Directors shall be held at least twice during a calendar year, one of which shall coincide with the annual meeting. Special meetings shall be held at the call of the Alumni President or upon the written request of any two Directors filed with the Secretary.
SECTION 4. The Secretary shall give notice of all meetings of the Directors by mailing notice thereof addressed to each Director at his last known post office address and/or internet e-mail address, not less than six days before such meetings. The notice shall state the objects of the meeting, and no business shall be transacted thereafter except such as stated in the call for the meeting.
SECTION 5. The Members at Large positions will be slated by the Board of Directors and approved at the annual meeting of the Corporation.
SECTION 7. A tie vote of the Directors shall defeat a motion.
ARTICLE VI
OFFICERS
SECTION 1. The Board of Directors, at the meeting which coincides with the annual meeting, shall elect from their number; a President, a Vice President, Secretary, and Treasurer as vacancies occur.
SECTION 2. Executive Committee. The President, Vice President, Secretary, and Treasurer, and one Director shall constitute the Executive committee and this committee shall have the power to act for the Board of Directors in case of emergency.
SECTION 3. The President shall be the chief executive officer of the corporation and the Chairman of the Board of Directors, and shall execute all contracts and documents required in conducting business of the Corporation upon authorization of the Board.
SECTION 4. The Vice President shall, in the absence or incapacity of the President, be vested with all the powers and perform all the duties of the President. He shall also monitor and coordinate the committees of the Corporation.
SECTION 5. The Secretary shall keep the minutes of the Corporation and of the Board of Directors; he shall have custody of the Seal of the Corporation and shall perform all the duties usual incident to the office. He shall coordinate and keep the official roster of Iota Phi Zeta of Lambda Chi Alpha. He will sit on and document all activities of the Alumni Advisory Board when active and report to the Grand High Zeta of Lambda Chi Alpha.
SECTION 6. The Treasurer shall have the care and custody of the funds and securities of the Corporation. All checks, notes, drafts, and orders for payment shall be signed by the Treasurer. Endorsement for deposit may be made any Officer of the Corporation. He shall also participate in the Alumni Advisory Board when in operation
SECTION 8. The High Pi will ensure consistent connection with the Undergraduate members of Iota Phi Zeta. The High Pi will represent the Board of Directors to the Undergraduate Chapter. He shall also serve on the Alumni Advisory Board with full voting privileges.
SECTION 9. Duties of the Members at Large. The Members at Large may serve as a chairman of committees for major alumni activities or special projects, as designated by the President.
SECTION 10. All Officers of the Corporation shall be bonded through the medium of the position bond of Lambda Chi Alpha Fraternity, Incorporated, Indianapolis Indiana .
ARTICLE VII
PROPERTY
SECTION 1. No property, real or personal, owned or acquired by the Corporation shall be sold, transferred, or assigned without the affirmative vote of the Corporation, which shall be given by the vote at a meeting called for the purpose of acting therein. A majority vote of those members present in person shall constitute an affirmative vote of the Corporation.
SECTION 2. In the event that the Charter of Iota Phi Zeta is suspended or revoked for any reason, all property, both real and personal, belonging to said Zeta and to this corporation shall pass to Lambda Chi Alpha Fraternity Inc. of Indianapolis Indiana, in trust for the following uses and purposes: The property may be held or sold in the sole discretion of the trustee. The trustees shall, if sufficient trust funds are available, first pay any outstanding liabilities of the Zeta and this Corporation which remain unpaid at the time the assets are transferred to the trustee. During the term of the trust the income of the trust fund shall be paid to Lambda Chi Alpha Educational Foundation, Inc. of Indianapolis, Indiana. If the said Zeta is reactivated within a period of ten years from the date of the commencement of this trust, the trust will terminate and the proceeds shall be distributed to a not for profit corporation which shall be organized for the same purposes as this Corporation was organized. In the event that the said Zeta is not reactivated with the said term of ten years, then at the end of the said term the trust shall terminate and the proceeds shall be distributed to Lambda Chi Alpha Educational Foundation, Inc., of Indianapolis, Indiana.
SECTION 3. Should this Corporation be dissolved while Iota Phi Zeta is still an active chapter, all property, real and personal, belonging to this Corporation shall prior to dissolution be conveyed to a new Corporation to be organized for the same purpose as this Corporation was organized, and upon failure to organize said Corporation, all property, real and personal, shall be conveyed to Lambda Chi Alpha Fraternity, Inc., of Indianapolis, Indiana prior to said dissolution.
ARTICLE VIII
STANDING COMMITTEES
SECTION 1. There shall be an Alumni Advisory Board composed of the President, Secretary, Treasurer, Legal Advisor, High Pi, and one Member at Large. The Alumni Advisory Board will be prepared to actively assume direct supervision of the Undergraduate Chapter when the Grand High Zeta deems a period of probation or suspension is necessary for Iota Phi Zeta. The presence of this Alumni Advisory Board will ensure assertion of control by alumni of Iota Phi Zeta rather than the International Headquarters.
SECTION 2. There shall be an Alumni Advisory Committee established to engage membership for special events. All outgoing board members will automatically be members of this committee, which will also ensure knowledge sharing and continuity continues as leadership transitions occur. There are no maximum term limits to this standing committee.
SECTION 3. The Corporation may appoint or elect any further committees as deems necessary.
ARTICLE IX
ADOPTION AND AMENDMENT
SECTION 1. Adoption. An affirmative vote of the majority attending the meeting of the Corporation at which these By-Laws are considered shall be required for their adoption, and they shall become effective immediately upon adoption.
SECTION 2. Amendments. Amendments to these By-Laws may be made by the Board of Directors of the Corporation upon unanimous approval of the Board Members at which any meeting they are proposed.
The foregoing By-Laws were amended at a meeting of Iota Phi Zeta of Lambda Chi Alpha, Incorporated of High Point University, North Carolina, on October 2, 2004.