Article I: Name
Section 1. Name. The name of the corporation shall be ISWZA Fraternity, Inc., legally incorporated under the laws of the State of New York as an Active Not For Profit Corporation, and hereinafter referred to as “the Corporation.”
Article II: Objects
Section 1. Objects. The particular objects for which the Corporation is to be formed are:
- To promote and further the welfare and the interest of the members of the Corporation attendant upon a course of study at Cornell University, or who have been in the past attendant upon a course of study at said University,
- To stimulate and to broaden thought and to crystallize sentiment,
- To bring together the intellectual life and the points of view of the members of the different Divisions of Cornell in which members of the Corporation may have been registered as students,
- To encourage sound undergraduate chapter management through advice and counsel and to provide continuity to undergraduate chapter operations,
- To coordinate and plan all chapter alumni activities and communication and stimulate interest in chapter affairs,
- To provide and maintain a house for the benefit of undergraduate members of Omicron Zeta of Lambda Chi Alpha Fraternity in which they may reside and hold meetings, and
- To promote the financial well-being of the Corporation through administration of an annual voluntary dues or donation program, and capital fund-raising programs.
Article III: Members
Section 1. Classes. The members of the Corporation shall be of three classes: (a) Alumni, (b) Undergraduate and (c) Associate.
Alumni members. Members of Omicron Zeta of Lambda Chi Alpha Fraternity who are known as “alumni members in good standing” under the terms and provisions of the Constitution and Statutory Code of the Lambda Chi Alpha Fraternity shall be Alumni Members of the Corporation.
Undergraduate members. Members of Omicron Zeta of Lambda Chi Alpha Fraternity who are known as “undergraduate members in good standing” under the terms and provisions of the Constitution and Statutory Code of the Lambda Chi Alpha Fraternity shall be Undergraduate Members of the Corporation. Undergraduate members expressly include non-initiated Associate Members who have signed a bid card. Initiated Brothers and non-initiated Associate Members hold equal standing in the Corporation.
Associate members. Members of Lambda Chi Alpha Fraternity initiated at a chapter other than Omicron Zeta, and who have transferred their affiliation to Omicron Zeta shall be Associate Members of the Corporation. Associate Members may also include non-Members of the Lambda Chi Alpha Fraternity who wish to affiliate with the Corporation. Associate Membership is at the pleasure of the Board of Directors.
Section 5. Voting privilege. Each member of the Corporation present at a duly called meeting shall be entitled to one vote on any and all questions, irrespective of the class of his membership.
Article IV: Meetings
Section 1. Annual meeting. The annual meeting of the Corporation shall be held on the Saturday of the weekend designated by the University as "Homecoming Weekend" at 11:00 A.M. unless otherwise specified by the Board of Directors.
Section 2. Requirement for special meeting. 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 of two Directors of the Corporation or by the Board of Directors of Lambda Chi Alpha Fraternity.
Section 3. Notice of special meeting. Written notice of special meetings 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, addressed to his last known post office address as the name appears upon the books of the Secretary.
Section 4. Quorum. Ten members shall constitute a quorum, at least six of whom shall be Alumni Members.
Section 5. Order of business. At meetings of the Corporation, the order of business shall be as follows:
- Reports of Officers
- Report of the Chapter President
- Reports of committees
- Unfinished business
- New business
- Election of Officers (at annual meeting)
Article V: Directors
Section 1. Board of Directors. The number of Directors shall be fourteen: five of whom shall be Chapter officers.
The Omicron Zeta (active Chapter) President (High Alpha), Treasurer (High Tau), Alumni Secretary (High Rho), and House Manager (“Mu”) shall be named as ex‐officio Directors and their terms of office shall run concurrent with the active Chapter elections.
The Chapter Advisor (High Pi) shall be named an ex‐officio Director and his term of office shall run concurrent 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 Lambda Chi Alpha Fraternity. Seven Directors, at least four of whom shall be Alumni Members, shall constitute a quorum.
Section 2. Nominations. Any Alumni member or Associate member of the Corporation shall be eligible for Nomination to one of the three Directors positions available annually.
Section 3. Background check. Any member elected to the Board of Directors must submit to a background check administered by a third party selected by Lambda Chi Alpha International. Board Membership will be denied to any person who has been convicted of a crime of violence, a crime against a person, or committed gross fraud.
Section 4. Election of Directors. The Directors, except for the President, Treasurer, Alumni Secretary, House Manager, and Advisor of the active Chapter, shall be elected at the annual meeting and shall hold office until their successors shall have been elected.
The Nominating Committee shall present, at the annual meeting, the names of all candidates nominated as Directors. The Nominating Committee shall also recommend to the Corporation a slate of three candidates.
Each member of the Corporation present shall be entitled to one vote for each Director’s position to be filled and the votes shall be cumulative. Votes will not be limited to the recommended slate. Voting will be by secret ballot.
Directors who are Alumni or Associate Members shall hold office for three‐year terms on a rotating schedule. This rotating schedule shall consist of the election of three Directors per year at the annual meeting of the Corporation. Directors who have served three consecutive three year terms (9 years total) are ineligible for election during the cycle immediately following the completion of their third consecutive term. Members may be re-elected after sitting off the board for one year. Members who reach nine (9) consecutive years or more mid-term shall keep their position until the completion of their elected term.
Section 5. Vacancies. A Director’s seat shall be declared vacant in the event of his decease, or upon the affirmative vote of 75% of the Directors present and voting at any regular or special meeting. The President shall, subject to the approval of a majority of the Directors, appoint a new Alumni or Associate Member to fill the vacancy either for the remainder of the term of the seat, or until the next Annual Meeting of the Corporation.
Section 6. Director responsibilities. During each three-year term he serves, a Director shall
a. assume an office befitting his interests and resources;
b. serve as an alumni advisor for at least one undergraduate office;
c. participate in all meetings of the Board of Directors and of the Corporation;
d. attend at least one interfraternal event sponsored by the General Fraternity, a Cornell University‐affiliated fraternity and sorority office or governance organization, or other event approved by the Board of Directors;
e. contribute financially to the Corporation;
f. recruit a replacement for himself, should he become unable or unwilling to continue in his office;
g. fulfill such other duties and requirements as may be adopted.
Section 7. Directors meetings. Meetings of the Directors shall be held at least twice during the Cornell University undergraduate academic year, one of which shall be on the same day as the annual meeting of the Corporation, and at least one of which shall be in Ithaca, N.Y. Special meetings shall be held at the call of the President or upon the written request of any two Directors filed with the Secretary.
Any or all Directors may participate in a regular or special meeting of the Board of Directors by means of conference telephone call or other means of communication in which all meeting participants can communicate with one another simultaneously.
Section 8. Notice of meetings. The Secretary or the President shall give notice of all meetings of the Directors by electronic mail to each Director at his last known electronic mail address, or if unknown, by postal mail at his last known mailing address, not less than six days before such meetings. In the case of special meetings, the notice shall state the object of the meeting and no business shall be transacted thereat except such as is stated in the call for the meeting.
Section 9. Virtual meeting. All Directors shall subscribe to an electronic mailing list designated by the Secretary, to which all Directors may post messages and which shall distribute such messages to all other Directors simultaneously. This list shall constitute a Continuous Virtual Meeting which may conduct business, provided however that any actions must be ratified by a majority of the Directors present and voting at a conventional meeting or conference telephone call within thirty (30) days of the introduction of the motion.
Section 10. Ties in voting. A tie vote of the Directors shall defeat the motion.
Article VI: Officers
Section 1. Election of officers. The Board of Directors, at a meeting to be held at the close of the annual meeting of the Corporation, shall elect from the Alumni and Associate Members among their number a President, a Secretary and a Treasurer.
Each of the other Directors shall also hold an office. He shall either select a role enumerated in Article VI, Section 7 of these By‐laws, with the office filled by election in the event multiple candidates are advanced; or request of the President an appointment to another role.
Section 2. Advisors. The President may appoint any Alumni or Associate Member to an office or committee chairmanship as may contribute to the effective operation of the Corporation, subject to the approval of the Board of Directors. These persons shall be known as Advisors and shall be recognized as Honorary Directors, without a vote, for the duration of their term.
Section 3. Executive Committee. The President, Treasurer, Secretary, Chapter President and Chapter Advisor shall constitute the Executive Committee, shall have the power to act for the Board of Directors when the Board of Directors is unable to meet, except that the Executive Committee shall not have the power to amend these By‐laws.
Actions of the Executive Committee must be reported to the Directors by the next regular or special meeting of the Directors and must be ratified by a majority of the Directors present and voting.
Section 4. President. The President shall be the chief executive officer of the Corporation and Chairman of the Board of Directors and shall execute all contracts and documents required in conducting the business of the Corporation upon authorization of the Board. He shall further see that a regular communication is maintained with all Chapter alumni, that undergraduate and/or alumni newsletters are regularly published, announcements of Chapter alumni activities are made and other communications are maintained.
Section 5. Secretary. The Secretary shall act as clerk of all meetings of the Directors and of the Corporation, recording minutes and votes and providing copies of them to each Director. He shall maintain the roster of Directors, and certify quorums. He shall have custody of the Seal of the Corporation, and shall perform all other duties usually incident to the office. The Secretary shall be curator of the records of the Corporation and of the physical history of Omicron Zeta. He shall advise the Directors on the acquisition, preservation, research, and exposition of items important to the history and identity of Omicron Zeta and its predecessor organizations.
Section 6. Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Corporation. He shall issue statements of income and balances to the undergraduate Chapter and to the Board of Directors on a regular basis. He shall prepare an annual budget for the Corporation and submit it to the Directors for approval.
Section 7. Other officers. The President or the Board shall designate such additional officers as may contribute to the effective operation of the Corporation, among them:
A. Alumni House Manager. The Alumni House Manager shall chair the House Capital Improvement Committee. He shall make recommendations to the Directors regarding physical improvements to the chapter house of Omicron Zeta. He shall be the primary Director consulted on matters concerning the chapter property, and shall advise the undergraduate House.
B. Director of Alumni Involvement. The Director of Alumni Involvement shall identify opportunities to increase alumni interest and engagement in the affairs of the Fraternity. He shall advise the Directors regarding alumni participation in the activities and programs of the chapter and of the Corporation.
C. Director of Development. The Director of Development shall identify and recruit financial contributors to the Corporation. He shall oversee the annual voluntary dues or donation program, and advise the Directors regarding its management.
E. Director of Communications. The Director of Communications shall chair the Communications Committee, which shall facilitate cooperation among the editors and managers of the publications, websites, electronic mailing lists, and other channels of the Corporation. He shall see that undergraduate or alumni newsletters are published, and that news of the Corporation and its members is supplied to suitable channels of Lambda Chi Alpha and of the University.
Section 8. Other portfolios. The President or the Directors may designate such additional officers as may contribute to the effective operation of the Corporation.
Section 9. Bonding of officers. All officers of the Corporation shall be bonded through the medium of the position bond of Lambda Chi Alpha Fraternity, Incorporated, Indianapolis, Indiana.
Section 10. Emeritus status. A member who has served 9 years or more on the Board of Directors is awarded the Title of Emeritus Board Member. Emeritus Board Member status does not confer voting privileges. The service may be consecutive or non-consecutive years and is retroactive for prior service. Emeritus Board Members shall remain on Director communications lists and may hold offices enumerated in Article VI, sections 7 and 8.
Article VII: Property
Section 1. Transfer of property. 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 at a meeting called for the purpose of acting thereon. A majority vote of those members present in person shall constitute an affirmative vote of the Corporation.
Section 2. Final disposition of property. In the event that the Corporation (ISWZA Fraternity Inc.) should become defunct for any reason, all property of the Chapter and the Corporation remaining after the payment of all outstanding liabilities, at the time its charter is revoked or surrendered, shall pass into the custody of Omicron Zeta of Lambda Chi Alpha Fraternity.
Should the alumni association become defunct and there is no active Omicron Zeta all attempts to sell the property should be made prior to donating all proceeds and cash to the LCA Educational Foundation for the benefit of the Omicron Zeta or in the event of no active Omicron Zeta, undergraduate members in the most need of educational scholarship assistance until such time as the Omicron Zeta is re-established.
Article VIII: Standing Committees
Section 1. House Capital Improvement Committee. There shall be a House Capital Improvement Committee chaired by the Alumni House Manager. The Chapter president and the Chapter house manager(s) shall be ex-officio members of this committee. The committee shall be in charge of investigating areas of the property where physical improvement is needed, making recommendations to the Board of Directors for the improvements and directing the work as improvements are approved and funds become available.
Section 2. Nominating Committee. There shall be a Nominating Committee composed of three Alumni or Associate Members of the Corporation, appointed by the President of the Corporation. The committee shall be in charge of assisting in the identification of potential directors and recommending a slate of candidates at the annual meeting of the Corporation.
Section 3. Other committees. The Corporation may appoint or elect any further committees as it deems necessary.
As deed holder and landlord for the Lambda Chi Alpha property at 125 Edgemoor Lane, ISWZA Fraternity, Inc. and its officers and Directors officially go on record as being in full support of all regulations and policies promulgated by Cornell University, Lambda Chi Alpha Fraternity, and/or civil authorities, especially those regarding hazing and the use of alcohol and drugs. It is expected that the undergraduate members will abide fully by any and all such policies and regulations. The alumni officers and Directors will not be held responsible for the actions of any member or members who are not in compliance with these policies and regulations.
Article X: Adoption, Amendments, and Revisions
Section 1. Adoption. An affirmative vote of a 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 and Revisions. The President and Chapter Advisor shall review these By‐laws at least once every three years and advise the Board of Directors of amendments which may be in order. Amendments and revisions to these By‐Laws may be made by the Board of Directors of the Corporation upon approval of a two‐thirds majority present at any meeting at which they are proposed.
The foregoing By‐Laws ofISWZA Fraternity,Inc. were adopted as revised and/or amended on September 19, 2015.
Mark E. Fernau, President
Jonathan D. Emanuele, Secretary