BY LAWS
OF
THE KAPPA MU CHAPTER
HOUSING CORPORATION
OFFICES
The corporation shall have and continuously maintain in the state of Tennessee a registered agent (whose office shall be identical with such registered office), and may have other offices within or without the state of Tennessee as the board of directors may from time to time determine.
BOARD OF DIRECTORS
2.1
General Powers
All of the powers and affairs of the corporation shall be managed and controlled by designated members of the board of directors except that certain of the matters which must be submitted to and receive the approval of the board of directors and the executive committee including:
(a) Annual financial statements;
(b) The amendment or restatement of these by-laws or the articles of incorporation;
(c) The merger, consolidation, or dissolution of the corporation;
(d) The sale, lease, exchange, pledge, or mortgage of any substantial part of the assets of the corporation, or any contract, option, or other agreement with respect thereto;
(e) Any other matter which may be specified by the executive committee; and
(f) Such other matter as to which the board of directors determines by resolution that such submission is advisable.
2.2
Number, Election, and Tenure
The number of directors shall be not less than five (5) nor more than (9) and will each serve a three (3) year term. Elections to fill any director vacancy will be held in conjunction with the Housing Corporation officer elections each year (see Article IX). In addition, unless already directors by virtue by election, the four (4) officers of the Housing Corporation, the Grand Master and Grand Treasurer, and Alumnus Advisor of the Kappa Mu Chapter of Kappa Sigma Fraternity shall automatically be voting directors of the Corporation during the times such persons occupy their offices.
2.3
Staggered Terms
Directors shall be divided into three groups substantially equal in number with terms expiring in one-year intervals, to this end, directors may be elected for terms of less than three years.
2.4
Officers
The officers of the board of directors shall be a chairman.
2.5
Regular Meeting
The regular annual meeting of the board of directors shall be held in the Fall of each year, as such time and place as shall be designated by the Chairman, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution for the holding of additional regular meetings.
2.6
Notice
Notice of the time and place of any meeting of the board of directors shall be given at least three days previously thereto by written notice delivered personally, by mail, or fax to each director at his address as shown by the records of the corporation. Any director may waive notice of the meeting. The attendance of a director at any meeting shall constitute waiver of notice, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
2.7
Quorum
Five (5) directors present in person shall constitute a quorum for the transaction of business at any meeting of the board.
2.8
Resignation and Removal
Any director may resign from the board at any time by giving written notice to the chairman and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Directors may be removed from office by a 3/5 vote of the board.
2.9
Compensation
Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors, expenses of attendance (if any) shall be allowed.
2.10
Procedure
The Chairman of the board of directors, or in his absence, the President, shall preside at meetings of the board of directors.
EXECUTIVE COMMITTEE
AND OFFICERS
3.1
Election
The executive committee of the corporation shall consist of the president, vice president, secretary, and treasurer.
3.2
Tenure
Each elected officer shall hold office for a term of one year and until his successor is elected unless he shall sooner resign or be removed.
3.3
Removal and Resignation
The board of directors may remove any elected officer whenever in their judgement the best interests of the corporation would be furthered thereby. Any officer may resign at any time by giving written notice to the president of the corporation, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The president will appoint a member in good standing of the housing corporation to fill the vacancy in any office with the majority approval of the board.
3.4
President
The president shall be the chief executive officer of the corporation and have general overall supervision of all business and affairs of the corporation. His responsibilities shall include, without limitation, the following (a) the day-to-day administration of the corporation; (b) acting as the representative of the corporation to the public, as well as to governmental and voluntary organizations; (c) making policy proposals to the board of directors; (d) long-range planning; (e) assigning overall responsibility for corporate management; and (f) reporting to the board of directors on the performance of corporate functions. The president shall be an ex officio member of all committees, which may from time to time be elected or appointed.
3.5
Vice President
The vice president shall perform all duties of the president in his absence. He shall also serve as keeper and interpreter of these by-laws, oversees the operations of committees, and is chairman of the ad hoc committee.
3.6
Treasurer
The treasurer shall, subject to the direction of the president, have custody of and be responsible for all funds and securities of the corporation; receive and give receipt for moneys due and payable to the corporation form any source whatsoever; deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of Article VI of the by-laws; and in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned him by the board of directors. In required by the board, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety as the board of directors shall determine.
3.7
Secretary
The secretary shall, subject to the direction of the president, keep the minutes of the meetings of the board of directors and executive committee in one or more books provided for that purpose; assure that minutes of all meetings of the other committees are prepared and filed with the records of the corporation; assure that all notices are given in accordance with the by-laws; be custodian of corporate records and the seal of the corporation; and in general perform all the duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or the board of directors.
OPERATING COMMITTEESS
4.1
Committees
The board of directors from time to time appoints committees from within and outside of the board of directors for various projects and objectives. A board member shall be chairman of all committees otherwise appointed by the board.
MEMBERSHIP
5.1 Membership
Annual dues are required to become an eligible candidate for membership in the housing corporation. An eligible candidate shall be defined as any initiate of the Kappa Sigma Fraternity, and who is in good standing with the chapter and the national fraternity. Exceptions to eligibility must receive ratification of the majority of the board of directors. The board may distinguish contributors by classification, but each member will have only one vote.
5.2
Privileges
Each member shall be accorded the privileges of periodic literature pertaining to the corporation and corporate activities, invitations to special events sponsored by the corporation and such other privileges as the board of directors may from time to time determine, but shall not vote except to nominate, elect, or ratify candidates for an office and the board.
5.3
Dues
Annual membership dues shall be $25 payable at the beginning of each fiscal year. These dues are mutually exclusive of any other fund raising campaign or contribution.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, DEPOSITS, AND GIFTS
6.1
Contracts
The board of directors may authorize any officer or agent of the corporation, in addition to the officers so authorized by these by-laws, 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.
6.2
Borrowing
No loan shall be contracted on behalf of the corporation and no evidence on indebtedness shall be issued in its name unless by resolution of the board of directors. Such authority may be general or confined to specific instances.
6.3
Checks, Drafts, Etc…
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such a manner as shall from time to time be determined by resolution of the board of directors, such instruments shall by signed by the treasurer.
6.4
Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or other depositories as the board of directors may select.
6.5
Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise from the general purpose or for any specific purpose of the corporation.
ARTICLE VII
MEMORIAL FUND
7.1
Structure
The corporation shall maintain a memorial fund to accept, retain, and distribute funds contributed in the name of brothers that have joined the Chapter Celestial. An independent committee of trustees will manage this fund. This fund is established as a lasting tribute to those that have been a part of the success of the Kappa Mu Chapter.
7.2
Management
A. Trustees
A committee of four (4) members of the housing corporation and the President shall manage this fund. Members of this committee shall be known as the Trustees of the Memorial Fund.
B. Appointment
The board of directors shall appoint the four trustees from the eligible membership of the housing corporation and their terms shall continue perpetually at the pleasure of the board. Notice must be posted 30 days prior to any appointment so that any interested housing corporation member that has an interest in serving as a trustee may submit their name for consideration.
C. Removal and Resignation
Guidelines for removal and resignation will be consistent with those of the board of directors. Each trustee must remain a member in good standing of the housing corporation. Any vacancies will be filled at the next regularly scheduled board of directors meeting following the mandatory 30-day notice.
7.3
Meetings
The chairman, with the proper notice, will call meetings as needed.
7.4
Reporting
An annual report will be submitted by the chairman of the memorial fund to the board of directors at the annual housing corporation meeting.
7.5
Contributions
An individual ledger will be kept within the fund for each brother that joins the chapter celestial. Any contributions to the fund will be designated toward a specific ledger, with the chairman of the committee maintaining a current list of contributors. All contributions will be maintained in federal insured deposits and/or certificate accounts.
7.6
Distribution
The committee of trustees shall have the administrative authority for the use and disposition of all deposits within this fund. Any distribution form an individual ledger must be ratified by a majority of those that have contributed a cumulative amount of $100 or more. Notice of intent will be sent 30 days prior to the origination of any action to the last known address of the contributor. No response will be interpreted as an affirmative vote.
MISCELLANEOUS
8.1
Books and Records
The corporation shall keep correct and complete books and records of account, and the minutes of the proceedings of the board of directors and executive committee.
8.2
Fiscal Year
The fiscal year of the corporation will begin at 12:00 AM on the Sunday of Homecoming for Tennessee Technological University as established by the Office of Alumni Affairs. This year will end at this same time on the designated weekend for the following year.
8.3
Conflicts of Interest
No contract or transaction between this corporation and one or more of its directors or officials, or between this corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers of this corporation, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if either:
(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or the committee in good faith authorized the contract or transaction by the affirmative votes of the majority of the disinterested directors even though the disinterested directors by less than a quorum; or
(b) The contract or transaction is fair to the corporation as of the time it is authorized, approved, or ratified by the board of directors or a committee thereof duly authorized. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorized the contract or transaction.
8.4
Seal
The board of directors shall provide a corporate seal.
8.5
Loans to Officers and Directors
The corporation shall make no loans to its officers or directors.
8.6
Additional Organizations
The board of directors may authorize the formation of such auxiliary organizations as would in the judgement of the board assist in the fulfillment of the purposes of the organization.
8.7
Amendments
These by-laws may be amended by a majority of the directors or by a majority of the membership at a regularly scheduled meeting.
ARTICLE
IX
ELECTION PROCEDURES
9.1
Administration
The administration of the election process will be the responsibility of the secretary and the vice president under the supervision of the board of directors.
9.2
Nominations
No later than the first day of June each year, a written request for nominations of officers and any vacancies on the board of directors will be sent to each member in good standing. Any member of the housing corporation may nominate another member of the corporation provided both are in good standing with the housing corporation and the Kappa Sigma Fraternity at the time of the nomination. All nominations shall be in writing and must be received by the secretary within 30 days of the original request for nominations. No second or any type of petition is required for nomination; therefore, at no time will any type of write-in candidate be allowed. All nominations must be accepted by the candidate to be valid.
9.3 Ballots
An official ballot of all nominees for any contested office, including a biographical profile, will be mailed to each member in good standing by the first day of August. An official return envelope and the date and location for the opening of ballots will be provided with each ballot. Should there by no contested office, all candidates will be deemed elected by acclimation and no reply will be required. To be counted, the ballots must be postmarked and received by the secretary in the official return envelope prior to the last day of August.
9.4 Tabulation
All ballots received by the secretary will remain sealed until the specified date of opening. Election results shall be tabulated by the secretary and verified by the vice president. The tabulation may be witnessed and reviewed by any member of the Housing Corporation.
9.5
Announcement
The officers and board of directors will be announced each year at the annual meeting with all ballots available for review.
9.6
Audit Procedure
Any member in good standing may attend the tabulation of the ballots or may audit them at any time prior to and up through the annual meeting.
9.7
Correspondence
All correspondence will be sent by regular mail to the last known address of record for each member in good standing.