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By
Laws of Theta Elders Association, Inc.
Article 1
Members
Section 1. Election of Members: The corporation shall
have two classes of Members, Voting and Non-Voting. Any person who (1)
has been admitted to membership (membership
in the Theta Chapter shall be limited to males or those who identify as
“male” and who regularly utilize
HE,
HIM, and HIS as their preferred gender pronouns) in the Theta Chapter of Zeta Psi
Fraternity Inc.and (2) is no longer an undergraduate
student shall be eligible for election as a Non-voting Member of the
corporation. Applications for Non-Voting Membership shall be acted upon
by the Board of Directors or by a committee of Members appointed by the
Board of Directors. Any Non-Voting Member may become a Voting
Member by paying annual dues to the corporation. A single payment
of dues makes the Member a Voting Member for his lifetime but a
Non-Voting Member who pays dues for the first time does not become a
Voting Member and is not entitled to vote until thirty days have passed
since his initial payment of dues.
Section 2. Annual Meeting: The annual meeting of
Members of the corporation shall be held each year at such time and
place as may be determined by the Board of Directors. Notice
stating the place, day and hour of such meeting shall be given to each
Member not more than fifty nor less than seven days before the meeting.
Any form of electronic notice (e-mail and/or posting on a Chapter
and or Grand Chapter website) meets the notice requirement. It is the
sole responsibility of the Members to keep their email addresses
current with the corporation and to check the official websites for
notice of meetings.
Any matter relating to the affairs of the corporation may be brought up
for action at an annual meeting provided that, no matter other than the
election of Directors may be brought up which expressly requires the
vote of Members pursuant to the Non-stock Corporation Act of the State
of Connecticut, unless stated in the notice of meeting.
Section 3. Special Meetings: Special meetings of the
Members may be called by the President, by the Board of Directors; or on
the written petition of five percent (5%) of the Voting Members. The
President shall call a special meeting for the purposes specified in
such request and cause notice thereof to be given. If the President
shall not within fifteen days after the receipt of such request so call
such meeting, to be held within forty-five days thereafter, such Voting
Members may call the same. Notice of a special meeting shall state the
place, day and hour of the meeting and the general purposes for which it
is called, and no other business shall be transacted at the meeting.
Such notice shall be given to each Voting Member via e-mail not more
than fifty nor less than seven days before the meeting.
Section 4. Quorum: The Voting Members who are present
in person or by proxy at any meeting of Members shall constitute a
quorum for such meeting. In order to be counted proxy votes must
be notarized and submitted to the corporation Secretary or received at
the corporation mailbox at least seven business days before the meeting
Section 5. Voting: Each Voting Member present in
person shall be entitled to one vote on each matter submitted for
action. Elections shall be by written ballot, and a plurality of the
votes cast shall elect. All other matters shall be determined by a
majority vote unless otherwise required by these bylaws or the Non-stock
Corporation Act of the State of Connecticut.
Article 2
Directors
Section 1. Responsibilities: The activities, property
and affairs of the corporation shall be managed by the Board of
Directors.
Section 2. Number, Election and Term: The number of
directorships shall be not less than three nor more than eight, and the
number of directorships at any time within such maximum and minimum
shall be the number fixed by resolution of the Members. Directors
shall be elected by Members at the annual meeting of Members, to serve
until the next annual meeting of Members, or until their successors are
chosen and qualified.
Section 3. Regular Meetings: The Board of Directors
shall hold at least two regular meetings a year at such time and place
as it may direct. Notice of the place, day and hour of each regular
meeting shall be given to each Director via e-mail or other means
not less than seven days before the meeting.
Section 4. Special Meetings: Special meetings of the
Board of Directors may be called by the President, and shall be called
by the President upon the written request of one-half of the Directors
stating the purpose of such meeting. If the President shall not call
such a meeting within fifteen days after the request, to be held within
fifteen days thereafter, such Directors may call the same. Notice of a
special meeting shall state the place, day and hour of the meeting and
shall be given to each Director not less than two days before the
meeting by e-mail and/or by telephone.
Section 5. Quorum: A majority of the number of
directorships shall constitute a quorum for the transaction of business
by the Board of Directors.
Section 6. Voting: The vote of a majority of the Directors
present at a meeting of the Board of Directors at which a quorum is
present shall be the act of the Board of Directors, unless the act of a
greater number is required by the Non-stock Corporation Law of the State
of Connecticut or these by-laws.
Section 7. Vacancies: A vacancy on the Board of Directors
created by an increase in the number of directorships shall be filled
for the un-expired term by action of the Voting Members. Any other
vacancy may be filled, for the un-expired term by vote of a majority of
the Directors remaining in office, even though such remaining Directors
are less than a quorum, though the number of directors at the meeting is
less than a quorum, and though such majority is less than a quorum. The
Voting Members may elect a Director at any time to fill any vacancy
which has not been filled by action of the Board of Directors.
Section 8. Dues and Assessments: The Board of
Directors may levy dues and assessments against Members and Voting
Members.
Section 9. Committees of the Board of Directors: The
Board of Directors may by resolution adopted by the affirmative vote of
Directors holding a majority of the directorships designate two or more
Directors to constitute an executive committee or other committees,
which committees shall have and may exercise all such authority of the
Board of Directors as is provided in such resolution. Non Voting Members
and Voting Members may serve on committees of the Board of Directors
only in an advisory capacity, without vote.
Article 3
Officers
Section 1. Number and Title: The officers of the
corporation shall be the President, the Treasurer, the Secretary, and
the Undergraduate Coordinator.
Section 2. Election, Term and Vacancies: The officers
shall be elected by the Directors each year following the annual meeting
of Members, to serve a term of one year and until their successors are
elected. A vacancy among the officers shall be filled by the Board of
Directors.
Section 3. Duties: The duties of the officers shall
be as follows:
A. President. The President shall be the principal
officer of the corporation and shall preside at all meetings of the
Members and the Board of Directors. The President shall be ex-officio a
member of all committees established by the Board of Directors and shall
perform such other duties as proscribed elsewhere in these bylaws and as
are usual to this office.
B. Treasurer. The Treasurer shall be responsible for
the receipt and. custody of all monies of the corporation and for the
disbursement thereof as authorized by the Board of Directors; for seeing
that accurate accounts are kept of monies received and paid out; for
executing contracts or other instruments authorized by the Board of
Directors; and for preparing and issuing the budget and other financial
statements and reports and for such other duties as are usual to this
office.
C. Secretary. The Secretary shall see that the
minutes are kept of meetings of the Members and of the Board of
Directors. The Secretary shall be responsible for the custody of the
corporate books, records and files and the corporate seal; shall see
that notice of all meetings of the Members and of the Board of Directors
are issued; shall be responsible for correspondence authorized by the
Board of Directors, and shall perform such other duties as are usual to
this office.
D. Undergraduate Coordinator. The Undergraduate
Coordinator shall be responsible for liaison with the Theta Chapter of
Zeta Psi Fraternity Inc.
Section 4. Removal: An officer may be removed with or
without cause by the vote of two-thirds of the total number of Directors
at a regular or special meeting of the Board of Directors.
Article 4
Finances, and Records
Section 1. Fiscal Year: The fiscal year of the
corporation shall end on December 31 of each year.
Section 2. Budget: The annual budget of estimated
in-come and expenditures of the corporation shall be approved by the
Board of Directors. No expense shall be incurred in excess of total
budgetary appropriations without prior approval of the Board of
Directors.
Section 3. Records: At intervals of not less than
twelve months, the Treasurer shall prepare or cause to be prepared a
balance sheet showing the financial condition of the corporation as of a
date not more than four months prior thereto, and a statement of
receipts and disbursements for the twelve months preceding such date.
The balance sheet and statement shall be filed with the minutes of the
corporation.
Section 4. Liability of Members: Any Member or
Director who receives any distribution of income or assets from the
corporation in violation of the Non-stock Corporation Act of the State
of Connecticut or the Certificate of Incorporation, whether by dividend,
in liquidation or otherwise, and who accepted or received such
distribution knowing it to he improper, shall be liable for the amount
so received to any creditors existing at the time of the distribution
and to the corporation.
Article 5
Amendment to By laws
These bylaws may be amended and new bylaws not inconsistent with the
Certificate of Incorporation may be adopted, at any annual or special
meeting of Members, by the affirmative vote of a majority of the Members
voting at a meeting of Members at which a quorum is present at the time
of the vote. Bylaws may be so amended or adopted at any regular or
special meeting of the Board of Directors by the affirmative vote of the
Directors holding a majority of the directorships. Any notice of a
meeting of Members or of the Board of Directors at which bylaws are to
he adopted, amended or repealed shall include notice of such proposed
action.
Last revised at the TEA, Inc. annual meeting on October 18, 2020.
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