By-Laws
of Alpha Theta Fraternity, Incorporated

amended & restated 2007

ARTICLE
SECTION
  1. MEMBERSHIP
    1. ACTIVE MEMBERS. The Active Members of this Corporation shall consist of those members of the Beta Theta Chapter of Pi Kappa Alpha (which Chapter is located at Cornell University, Ithaca, New York), who have not been suspended or expelled by the rules and regulations or by-laws of the Chapter or by the by-laws of this Corporation, who have attained the age of 21 years, and who are (a) current in payment of their dues to the Corporation and (b) not in arrears in any payments due to Beta Theta Chapter.
    2. NON-VOTING MEMBERS. The Non-Voting Members of this Corporation shall be those members of the Beta Theta Chapter of Pi Kappa Alpha (which Chapter is located at Cornell University, Ithaca, New York), who have not been suspended or expelled by the rules and regulations or by-laws of the Chapter or by the by-laws of this Corporation and who have not yet attained the age of 21 years.
    3. HONORARY MEMBERS. Any other person may be elected a member of this Corporation on the written nomination of an Active Member, by the affirmative vote of all these members present at any duly called meeting of the membership.
    4. RESIGNATION. Any member may withdraw from the corporation after fulfilling all obligations to it by giving written notice of such intention to the Secretary which shall be presented to the Board of Directors by the Secretary after the first meeting after its receipt.
    5. SUSPENSION AND EXPULSION. A member may be suspended for a period or expelled for cause such as violation of any of the by-laws of the Corporation or for conduct prejudicial to the best interest of the corporation but only upon two-thirds vote of the membership of the Board of Directors provided that a statement of the said charges and of the time and place where the Board of Directors is to take action thereon shall have been mailed by registered mail to the member under charges at his last recorded address at least 15 days before final action thereon is taken, and that in opportunity shall have been given to such member under charge to appear before the Board of Directors thereat.

  2. DUES OR ASSESSMENTS
    1. REGULAR DUES. The Board of Directors from time to time shall determine what dues shall be payable by Active Members. The amount thereof shall be determined by the unanimous vote of the Directors present at any regular or special meeting of the Board of Directors of which due notice of such question has been given. Such dues, if any, shall be payable annually in advance on or before the first day of November in each year.
    2. ARREARS. Members who fail to pay their dues within 30 days from the time the same shall become due shall not be Active Members of the Corporation during such time as dues remain unpaid.

  3. MEETINGS
    1. ANNUAL MEETINGS. The annual meeting of the Corporation shall be held on the Saturday of the Cornell University Homecoming Weekend in each year at 10:00 a.m., or at such other hour as the President shall determine. No further notice of such meeting shall be necessary, unless a proposed amendment to these by-laws is to be acted upon at such meeting, or the meeting time is to be other than 10 a.m., in which case the proposed amendment or time change shall be set forth in a newsletter or other mailing to the Active Members at their last known addresses, as shown on the records of the Corporation, at least 15 days before such meeting. If the Directors shall so determine, additional notice of such meeting may be given.
    2. SPECIAL MEETINGS. Special Meetings of the Corporation may be called by the Board of Directors or by the President at their or his discretion. Notice thereof and of the business to be transacted thereat shall be given in a manner similar to that provided in the preceding section, except that in case of emergency less than 30 days notice may be given. No business other than that specified in the notice of said meeting shall be transacted at any Special Meeting of the members of the Corporation.
    3. PLACE OF MEETING. Unless otherwise provided in the Notice of Meeting, all meetings of the members shall take place in the Chapter House of Beta Theta Chapter of Pi Kappa Alpha in Ithaca, New York.
    4. QUORUM. The presence in person or by proxy of at least one-tenth of the total number of members of the Corporation entitled to vote shall be necessary to constitute a quorum for the transaction of business; but a lesser number may adjourn to some future time not more than 30 days later, and notice of such adjourned meeting shall be given as provided herein in Section 1.
    5. VOTING. Only Active Members shall be entitled to vote. All questions the manner of deciding which is not otherwise prescribed shall be decided by a majority vote of the Active Members in person or by proxy.
    6. PROXIES. An Active Member entitled to vote at any meeting may vote by proxy. Such proxy shall be in writing and revocable at the pleasure of the member executing same. Unless the duration of the proxy is specified, it shall be invalid after 11 months from the date of its execution.
    7. ORDER OF BUSINESS. The order of business at all meetings of the members or of the Board of Directors shall be as follows:
      1. Reading of the Minutes.
      2. Reports of Officers and Committees.
      3. Election of Officers and Directors.
      4. Unfinished business.
      5. New business.
      This order of business meeting by a majority vote may be altered or suspended at any of the members present.

  4. DIRECTORS
    1. NUMBER. As provided in the Certificate of Incorporation of Alpha Theta fraternity dated March 9, 1912, and duly filed in the Office of the secretary of State of New York and filed in the Tompkins County Clerk's office March 14, 1912, the number of Directors shall be five.
    2. DUTIES. The property, affairs, business and concerns of the Corporation shall be vested in such Board of Directors and the members thereof upon election shall immediately enter upon the performances of their duties and shall continue in office until their successors shall be duly elected.
    3. ELECTION OF DIRECTORS AND TERM. At each annual meeting, one Director shall be elected for a term commencing at the adjournment of the meeting at which he is elected, and terminating with the election of his successor at the annual meeting held in the fifth year following the year of his election.
    4. MEETINGS. The regular annual meeting of the Board of Directors shall be held immediately succeeding the annual meeting of the Members of the Corporation without further notice. Other meetings shall be held at such time and place as the President or Board of Directors may determine and the Secretary shall give notice thereof to each of the Directors at least 5 days in advance of the meeting except in cases of emergency when notice may be given by telegram, telephone, or in person, or by shorter written notice. Any one or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
    5. QUORUM. Three members of the board of Directors shall constitute a quorum or a lesser number may adjourn the meeting to a later time not more than 30 days later and similar notice thereof shall be given.
    6. VACANCIES. Whenever any vacancies shall occur by any reason except the expiration of the term of office, such vacancies shall be filled without undue delay by majority vote of the remaining members of the Board, to hold office until the next annual meeting of the members of the Corporation at which meeting the vacancy shall be filled for the remainder of such term.
    7. REMOVAL OF DIRECTORS. Any one or more of the Directors may be removed for due cause at any time by a vote of four-fifths of the members present at a special meeting called for the purpose, of which written notice shall be given as provided in Article III, Section 2 and of which written notice shall be given by registered mail to each of the Directors at least 5 days in advance.
    8. ASSOCIATE MEMBER OF THE BOARD. The S.M.C. of the Beta Theta Chapter of Pi Kappa Alpha shall be an associate member of the Board of Directors, without vote, and shall be entitled to notices of Meetings and to attend meetings of the Board. In the event of his absence or inability the I.M.C. of the active chapter of Beta Theta Chapter of Pi Kappa Alpha Fraternity or such other person as the active chapter shill designate shall have such rights.

  5. OFFICERS
    1. NUMBER. The Officers of the Corporation shall be a President, Vice-president, Secretary and Treasurer. Additional offices may be created or eliminated from time to time by the Board of Directors. No person shall hold two offices except those of Secretary Treasurer.
    2. METHOD OF ELECTION. The Board of Directors shall elect all officers for a term commencing at the adjournment of the annual meeting of the Directors at which they are elected, and terminating on the adjournment of the following annual meeting of the Board of Directors. At least the President and the Treasurer shall be elected from the Board of Directors. Election by at least three concurring votes shall be necessary to constitute an election.
    3. DUTIES OF OFFICERS. The duties and powers of the officers shall be as follows: PRESIDENT: The President shall preside at all meetings of the Association and of the Board of directors and shall have the usual duties of such office. VICE-PRESIDENT: In the event of the absence of the President or of his inability from any cause to act, the Vice-President shall perform the duties of his office. Secretary: The secretary shall give notice of meetings, shall carry on the correspondence of the Corporation, shall carefully keep the minutes of all meetings and when directed the reports of officers or committees in a suitable minute book, shall have custody of the corporate seal, and shall carry on the usual duties of such office. TREASURER: The Treasurer shall be in charge of all moneys and securities of the Corporation, shall keep bank accounts in such banking institution or Institutions as have been previously approved by the Board of Directors, make such changes in investments as shall previously have been directed by the Board of Directors, and his signature shall be required upon all checks or, other withdrawals of funds of the Corporation. In the event of his absence or inability to act, withdrawals may only be made on the signature of two of the other officers and properly certified to such banking institution. He shall keep books of accounts; shall carry an adequate amount of fire insurance on the building and furniture of the Corporation, and shall carry on the usual duties of his office.
    4. VACANCIES. All vacancies in office shall be filled by the Board of Directors without undue delay.
    5. REMOVAL. All officers shall serve at the pleasure of the Board of Directors and may be removed at any time by majority vote of the Board of Directors with or without cause.

  6. COMMITTEES
    1. APPOINTMENT. The Board of Directors may approve or direct the appointment of committees for any proper purposes of the Corporation and shall determine selection of the members thereof.
    2. VACANCIES. The President subject to the approval of the Board of Directors may fill vacancies in any committee.

  7. SEAL SEAL. The seal of the corporation shall contain the name of the corporation and the year of its incorporation.

  8. AMENDMENTS
    1. METHODS. These by-laws may be amended, repealed or altered in whole or in part by (a) two-thirds vote of the members present at any regular meeting or at any special meeting of the Corporation provided notice of the proposed change is given in the Notice of Meeting, or (b) by unanimous vote of the Directors present at a meeting. Notice of the proposed change shall be submitted personally or by mail to each Director at least 5 days before such meeting.
    2. NOTICE. Notice of any change in these Bylaws shall be given to Active Members by mail or publication in the next edition of the alumni newsletter following such change.
    3. FILING. A true copy of the by-laws and all amendments thereto shall be kept on file in the Chapter House of Beta Theta Chapter of Pi Kappa Alpha Fraternity at Ithaca, New York, for the inspection at any reasonable time by any member of the Corporation.

  9. HUGH GIBBS CAPITAL IMPROVEMENT FUND
    1. PURPOSE. The Hugh Gibbs Capital Improvement Fund (Fund) is established fir the purpose of solicitation, receipt. holding, and expenditure of funds to be used for capital improvements to the property owned by the Corporation, located at 17 South Avenue, Ithaca, New York. Assets of the Fund shall not be used for routine maintenance of be ordinary repairs to the property, nor for payment of any debts incurred by the Active Chapter of the Pi Kappa Alpha fraternity.
    2. BOARD OF TRUSTEES. There shall be three Trustees of the Fund. All Trustees must be Active Members of the Corporation, but no Trustee of the Fund shall be an officer or director of the Corporation. The Trustees shall be elected by a majority vote of those members of the Corporation present and entitled to vote at the regular annual meeting of the Corporation. The terms of the Trustees shall commence upon their election, and shall expire on the third annual meeting of the Corporation following election; provided, no Trustee's term shall expire until a successor is elected. Notwithstanding the foregoing, the initial terms of the first three Trustees of the Fund shall be one year, two years, and three years, respectively. In the event of the death, resignation, or incapacity of any Trustee, a new Trustee shall be appointed by the President of the Corporation to fill the unexpired term.
    3. MEETINGS. The Trustees shall meet annually at 17 South Avenue, Ithaca, New York, on Cornell University Homecoming Weekend. At such meeting, a Chairman shall be elected from among the Trustees by majority vote of the Trustees. The Chairman shall designate the time of (he annual meeting, and shall schedule other meetings of the Board of Trustees as may be necessary. The Board of Trustees may also transact any business which could be transacted at any meeting by conference telephone calls or written instruments signed by all of the Trustees.
    4. VOTING. The Board of Trustees shall act in all cases by majority vote.
    5. POWERS OF TRUSTEES. Control of the Fund shall be vested in the Trustees. The Trustees shall have the authority to receive, hold, invest and expend the assets of the Fund, under the following limitations:
      1. All funds expended shall be spent on improvements to the property owned by the Corporation, and on the necessary operating expenses of the Fund.
      2. The Fund shall not become indebted beyond its assets.
      3. Any investments made by the Trustees shall be in bank savings accounts, or certificates of deposit.
      4. All earnings on the investments of the Fund held by the Fund for two years or more shall be paid over to the treasury of the Corporation and shall become part of the general funds of the Corporation.
      Notwithstanding such limitations, no Trustee shall be accountable to the Fund. any contributor to the Fund, the Corporation or any other person for mistake or error in judgment, but only for willful or gross neglect. No trustee shall be obligated to render any accounting to any court.
    6. EXPENDITURE OF FUNDS. Any contributions shall be applied first to payment of unpaid. current alumni dues owed by the contributor, and the balance applied to the Fund. Contributions which are designated by the donor for a specific purpose shall be used for that purpose unless, in the opinion of the trustees, such use in impractical, in which event the Trustees shall offer to return the contribution. The Trustees shall not be obligated to use any contributions for a designated purpose unless the amount of the contribution is sufficient to cover the cost of the designated improvement, or a specific fund for that purpose has been established by the Trustees. The Trustees shall have the right to reject any contribution.
    7. AMENDMENT OF PURPOSE OF FUND. These by-laws with respect to the Fund may be amended in the same manner as the other by-laws of the corporation, provided, however, that, if the purpose of the Fund is amended, any contributor shall be entitled to the return if any contributions made by him prior to such amendment which have not yet been expended upon making a request therefor to the Chairman of the Board of Trustees within sixty days after such amendment.