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Sigma Theta Chi Incorporated Alumni Association
- By-laws

ARTICLE I - Name

SECTION 1

The name of this organization shall be known as Sigma Theta Chi Incorporated

ARTICLE II - Purpose

SECTION 1

Sigma Theta Chi Inc. is organized exclusively for charitable, educational, and social purposes under section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law.

SECTION 2

Upon the dissolution of Sigma Theta Chi. Inc., after paying or adequately providing for the debts and obligations of the Sigma Theta Chi. Inc., assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose.

SECTION 3

No substantial part of the activities of Sigma Theta Chi Inc. shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and Sigma Theta Chi Inc. shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

SECTION 4

Notwithstanding any other provision of these articles, Sigma Theta Chi Inc. shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

SECTION 5

No part of the net earnings of Sigma Theta Chi Inc. shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that Sigma Theta Chi Inc. shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the exempt purposes.

ARTICLE III - Membership

SECTION 1

Alumni Association shall impose a $25.00 annual membership fee for members who wish to retain voting rights with the Alumni Association. In order for a member to retain voting rights with the Alumni Association, a minimum yearly fee of $25.00 is required from January 1 – June 1 each year. Those who choose not to pay the minimum amount will retain all rights and privileges except that of a vote on any official business before the Alumni Association. Members and non-members may participate in voluntary giving programs.

SECTION 2

Membership in the Association shall include all alumni brothers in good standing with Sigma Theta Chi Fraternity, Alpha Chapter, of Kean University.

SECTION 3

It shall be the aim of this alumni association to maintain a sufficient number of active members to achieve and sustain the purpose of this alumni organization.

SECTION 4

Each Active Association Member shall be entitled to one vote on any official business of the general assembly, with the exception of the President, who shall not be considered a voting member on either the general assembly or the Executive Council, but shall cast his vote only in the event of a tie.

SECTION 5

An Active Association Member must be present to vote, with the exception of an absentee ballot approved under special circumstances by the Executive Board during the time of the voting.

SECTION 6 TERMINATION OF MEMBERSHIP

Membership in the Alumni Association will terminate upon the member’s death, resignation, expulsion, or failure to conduct his actions in accordance with the standards expected of each member. Members terminated as a result of expulsion may not renew their membership in the Alumni Association without obtaining the affirmative vote of at least two-thirds of all Board of Directors at a regularly scheduled meeting.

ARTICLE IV - MEETINGS

SECTION 1 GENERAL MEETINGS

A general meeting of the members shall be held annually, at such time, place and manner, the Board of Directors shall designate as a forum for determining major directions of the association and transacting such other business as may come before the meeting. 50% of membership shall constitute a quorum, of which three must be Executive Board.

SECTION 2 SPECIAL MEETINGS

Special meetings of the Alumni Association may be called by the President of the Alumni Association, by a majority of the Association board, or by 50% of the recognized membership of the Alumni Association. Each call for such a meeting shall be in writing, and shall state the date, time and place; shall state the purpose or purposes of such meeting; and shall be signed by the persons making the call. The written call for a meeting shall be delivered to the Alumni Committee Secretary, who is charged with verifying compliance with this Section and forwarding the call to the President of the Alumni Committee who shall direct the meeting notice to be sent in accordance with the By-Laws.

SECTION 3 PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall govern the Alumni Association in all cases in which they are applicable, and in which they are not inconsistent with these By-Laws and any special rules of order the Alumni Association may adopt.

SECTION 4 NOTICE

Written and or electronic notices of the Association shall be delivered by the direction of the Secretary to the members of the Association at least ten days before the date of the meetings and addressed to his last known post office address as the same appears upon the books of the membership roles.

SECTION 5 AGENDA

At meetings of the Alumni Association, the order of business shall be as follows:

1. Reports of officers
2. Reports of committees
3. Unfinished business
4. New business
5. Election of Officers and or Directors at annual meetings

ARTICLE V- BOARD OF DIRECTORS

SECTION 1 POWERS

Subject to any limitations of the Articles of Incorporation, the New Jersey Nonprofit Corporation Act or these Bylaws, all powers shall be exercised by, or under the authority of, and the business and affairs of the Alumni Association shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers:

(a) To appoint and remove all officers of the Alumni Association subject to such limitations as may appear in the Bylaws, and to prescribe such powers and duties for officers as may not be inconsistent with law, with the Articles of Incorporation, or the Bylaws.

(b) To conduct, manage and control the affairs of the Alumni Association, and to make such rules and regulations therefore, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they may deem best.

(c) To designate any place for the holding of any membership meetings or Board of Directors meeting, to change the principal office of the Alumni Association for the transaction of it’s business from one location to another; to adopt make and use a corporate crest from time to time, as, in their judgment, they deem best, provided such crest shall at all times comply with the provisions of law.

(d) To borrow money and incur indebtedness for the purpose of the Alumni Association and to cause to be executed and delivered therefore, in the Association’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt, and securities thereof.

(e) To manage in such manner as they may deem best, all funds and property, real and personal, received and acquired by the Alumni Association, and to distribute, loan or dispense the same or the income and profits therefrom.

(f) To create such trusts, foundations, and subsidiaries, as the Board of Directors shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.

SECTION 2 RESPONSIBILITIES

The Board of Directors is responsible for the overall policy and direction of the Executive Board, committees, and Alumni Association active members.

SECTION 3 DIRECTORS

The Board of Directors shall have no more than 10 total members, 5 of which are comprised of the Executive Board, 5 from the general membership of the Alumni Association. The Board of Directors receives no compensation other than reasonable expenses.

SECTION 4 NOMINATIONS

Prior to the annual meeting of voting members, the Board of Directors shall select a committee to present a list to the Board of Directors and Executive Board containing the names of nominees as directors and or officers for the ensuing year. Said list shall contain the names of at least one nominee to each vacancy. In case the Board of Directors fails, for any reason, to elect such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. Nominations made by the committee for directors must be delivered to the Secretary at least (30) days before the annual meeting of voting members. The Secretary shall attach a list of nominees to the notification of the annual meeting of the voting members.

SECTION 5 ELECTIONS

Board Elections will be held bi-annually along with general elections. Members will be elected by a majority vote of the active membership of the Alumni Association.

SECTION 6 MEETINGS

The Board shall meet at least twice annually, at an agreed upon time and place.

SECTION 7 TERMS

All Board members shall serve two (2) years, but are eligible for re-election.

SECTION 8 QUORUM

50 percent of the Board members must be present, of which three (3) must be Executive Board, before business can be transacted or motions made or passed.

SECTION 9 NOTICE

An official board meeting requires that each board member be notified two weeks prior to meeting.

SECTION 10 REMOVAL & RESIGNATION

Any director may resign from office at any time by giving written notice thereof to an officer of the Alumni Association. Any director may be removed with or without cause by a two-thirds vote of all of the other directors then in office.

SECTION 11 FILLING of VANCANCIES

Any vacancy occurring on the Board of Directors may be filled by a vote of the majority of the remaining directors. A director so chosen shall serve for the balance of the unexpired term of the vacant office. If the Board of Directors accepts the resignation of a director, tendered to take effect at a future time, the Board may elect a successor to take office when the resignation becomes effective for the balance of the unexpired term of the resigning director. However, the Board has the power to fill or leave unfilled, until the next election, all vacancies occurring on the Board, including those created by an authorized increase in the number of directors. In the event that the Board decides not to fill a vacancy for a director whose office is subject to election by the voting membership, the President may call a special meeting of the voting members to elect such director. In the event that less than a quorum of the Board remains to fill vacancies, then in that event, a vote of one hundred percent of the remaining directors shall be required to fill any vacancy.

ARTICLE VI - OFFICERS

SECTION 1 EXECUTVE OFFICERS

The voting members of the Alumni Association shall elect a President, Vice-President, Secretary, Treasurer, and Alumni Correspondent. These positions will collectively be known as the Executive Board. Any two or more offices may be held by the same person except the offices of President, Secretary and Treasurer. The Executive Board will also hold a Board of Directors position for the length of his term. Each officer shall hold office until a successor is elected and qualified, or until the officer’s resignation, death or removal. Vacancies in offices shall be filled by election by the Board of Directors at any time to serve unexpired terms.

SECTION 2 RESONSIBILITY

All officers are subordinate and responsible to the Board of the Directors.

SECTION 3 TERM OF OFFICE

The officers of this alumni organization shall be elected on an annual basis during the annual meeting.

SECTION 4 NOMINATION

A member will nominate himself or another during the meeting prior to voting. Before voting commences, those nominated will then present reasons they should be elected.

SECTION 5 VOTING

A majority of the active alumni members voting shall be required to elect each officer. The ballots are to be counted by the secretary, verified by the board, and reported immediately back to the organization as the winner. Voting will be done anonymously via paper and or electronic ballots.

SECTION 6 VACANCIES OF OFFICE

In the case of a resignation, expulsion, or death of an elected officer: The resignation of any officer shall be tendered in writing to any other officer and shall be effective as of the date stated in the resignation. Any officer may be removed during their term by majority vote of the Board of Directors whenever, in their judgment, removal would serve the best interests of the Alumni Association. Such removal shall terminate all authority of the officer. A Board member of either the Board of Directors or the Executive Board shall be dropped for excessive absences from Board meetings during their term of office.


ARTICLE VII – DUTIES


SECTION 1 PRESIDENT

The President shall:

A. Serve as the presiding officer at all alumni organization meetings.
B. Coordinate the functions of all alumni organization officers and committees.
C. Appoint such committees as are necessary to carry out the program of the alumni organization.
D. Insure that the alumni organization is operated in conformity with the principles set forth in these Bylaws.
E. Be the deciding vote in case of a tie.

SECTION 2 VICE-PRESIDENT

The Vice-President shall:

A. Act as chief aid to the President.
B. Perform all presidential duties in the absence of the President.
C. Plan and coordinate the membership program of the alumni organization.

SECTION 3 SECRETARY

The Secretary shall:

A. Maintain an accurate record of alumni association minutes.
B. The Secretary shall give the notices of the special meetings of the voting members as provided in these Bylaws.
C. Receive and review all documents and mail pertaining to the Alumni Association.

SECTION 4 TREASURER

The Treasurer shall:

A. Receive and disburse the funds of the alumni organization as ordered to by the President or the Board of Directors taking proper vouchers for disbursements
B. Maintain an accurate record of all alumni organization transactions and provide reports to the membership as they become available.
C. Develop the alumni organization budget for approval by the organization, and strive to insure that the budget plan is followed.
D. Insure that all financial forms and reports prescribed by federal and state laws are filed as required.
E. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by these Bylaws, the Board of Directors, or the President.

SECTION 6 ALUMNI CORRESPONDENT

The Alumni Correspondent shall:

A. Maintain constant communication with Sigma Theta Chi Fraternity of Kean University.
B. Report back all active fraternity business to the Alumni Association.

SECTION 7 ALL OFFICERS

All officers shall, in addition to their stated duties, perform such duties as their offices or the alumni organization may require.

ARTICLE VIII – COMMITTEES

SECTION 1 COMMITTEES

Committees of the Board of Directors shall be standing or special. The Board of Directors or the President may refer to the proper committee any matter affecting the Alumni Association or any operations needing study, recommendation, or action. The Board may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the New Jersey Nonprofit Corporation Act. The Board of Directors or President shall appoint the members of such committees. Persons other than directors that may be appointed to such committees, but the Chair of each committee must be a director of the Alumni Association.

SECTION 2

The Executive Board may create and dissolve committees as needed.

SECTION 3

The Executive Board will appoint a Committee Chair to over see the operations of the committee.

SECTION 4 STANDING COMMITEES

A. SCHOLARSHIP - Evaluate Scholarship applications & offer recommendations.
B. ACADEMIC - Creates goals for the fraternity/e-boards/active brothers for each semester & year, evaluates these goals & monitors active fraternity academics.
C. FINANCE - Alumni fund raising, budgeting & active fraternity accounting evaluation & tracking expenses.
D. MEMBERS & EVENTS - Schedules & coordinates all social events & meetings, brotherhood-alumni networking events.
E. CAREER DEVELOPMENT - Creates workshops for such events as resume writing, interview preparations, identifying your strengths & weaknesses, obtaining internships, etc. to help educate active membership on professional standards.
F. NON-PROFIT - Philanthropy, non-profit workshops, donations, community service projects, etc.
G. COMMUNICATION & MEDIA - Website, Internet updates & coordination of regular newsletters & emails, etc.

ARTICLE IX – FINANCIAL MATTERS

SECTION 1 PROPERTY of THE ALUMNI ASSOCIATION

The title to all property of the Alumni Association, both real and personal, shall be vested in the Association.

SECTION 2 CONTRACTS

The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Alumni Association. Such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, or agent shall have any power or authority to bind the Alumni Association by any contract or engagement, or to pledge it’s credit, or render it pecuniarily liable for any purpose of to any amount. When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing officer, the President, either alone or with the Secretary may execute the same in the name of, and on behalf of, the Alumni Association, and any such officer may affix the corporate crest of the Alumni Association thereto.

SECTION 3 VOTING STOCK OWNED BY THE ALUMNI ASSOCIATION

The Board of Directors may by resolution provide for the designation of the person who shall have full power and authority on behalf of the Alumni Association to vote either in person or by proxy at any meeting of the security holders of any corporation or other entity in which this Alumni Association may hold voting stock or other securities, and may further provide that at any such meeting such person may possess and exercise all of the rights and powers incident to the ownership of such voting securities which, as the owner thereof, this Alumni Association might have possessed and exercised if present. The Board of Directors may revoke any such powers as granted at its pleasure.

SECTION 4 FIANCIAL ACCOUNTS

The Alumni Association may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board of Directors to hold, manage, or disburse any funds for Alumni Association purposes. All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Alumni Association, shall be signed by such officer(s) or agent(s) of the Alumni Association, and in such manner, as is determined by the Board of Directors from time to time.

SECTION 5 APPOINTMENT AND EMPLOYMENT of ADVISORS

The Board may from time to time appoint, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the Alumni Association purposes. The Board is authorized to employ such persons, including an executive officer, attorneys, accountants, agents and assistants as in it’s opinion are needed for the administration of the Alumni Association and to pay reasonable compensation for services and expenses thereof.

SECTION 6 FINANCIAL STATEMENTS AND REPORTS

An independent auditor appointed or approved by the Board shall at such time as the Board determines prepare for the Alumni Association as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to or for which funds were used or distributed, and such other additional reports or information as may be ordered from time to time by the Board. The auditor shall also prepare such financial data as may be necessary for returns or reports required by state or federal government to be filed by the Alumni Association. The auditor’s charges and expenses should be proper expenses of administration.

SECTION 7 LIMITATION OF DEBT

No debt shall be incurred by the Alumni Association beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issued in the name of the Alumni Association unless authorized by the Board of Directors. Specifically, without limitation, no loan shall be made to any officer or director of the Alumni Association. Any director or officer who assents to or participates in the making of and such loan shall be liable, in addition to the borrower, for the full amount of the loan until it is fully repaid.

SECTION 8 LIABILITY of DIRECTORS AND OFFICERS

No director or officer of the Alumni Association shall be personally liable to it’s creditors or for any indebtedness or liability and any and all creditors shall look only to the Alumni Association assets for payment. Further, neither and officer, the Board nor any of it’s individual members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.

SECTION 9 LIABILITY of MEMBERS

No member of the Alumni Association shall be personally liable to it’s creditors or for any indebtedness or liability and any and all creditors shall look only to the Alumni Association assets for payment.

SECTION 10 PROPERTY INTEREST UPON TERMINATION of MEMBERSHIP

Members have no interest in the property, assets or privileges of the Alumni Association. Cessation of membership shall operate as a release and assignment to the Alumni Association of all rights, title and interest of any member, but shall not affect any indebtedness of the Alumni Association to such member.

SECTION 11 FISCAL YEAR

The fiscal year of the Alumni Association shall be from January 1 to each December 31.

ARTICLE X - AMENDMENTS

SECTION 1

An affirmative vote of a majority of the Alumni Association Board of Directors shall be required for their adoption, and they shall become effective immediately upon adoption.

SECTION 2

These By-Laws may be repealed or amended by a two-thirds majority vote of the active members voting, or a majority of votes from the Board of Directors.

SECTION 3

The Board of Directors will attach all amendments to these By-Laws as a permanent record.


These By-Laws were approved after the unanimous vote by the current members of the Sigma Theta Chi Inc. Alumni Association on April 3, 2010.