In 2016, the Omicron Alumni Association was reconstituted as an independent organization, and incorporated as a Delaware non-profit corporation with Rick Meigs '80, Mark Fernau '82, Joe Willis '72, Jason Cho '98, and Alexander Aidun '08 as its founding directors. The following bylaws were adopted on March 18, 2017.
BYLAWS OF OMICRON ALUMNI ASSOCIATION, INC.
The Board of Directors (the "Board", or, individually, the "Directors") of Omicron Alumni Association, Inc. (the "Corporation") has adopted these bylaws (the"Bylaws") pursuant to the Articles of Incorporation of the Corporation (the"Articles of Incorporation") and pursuant to the provisions of the nonprofit corporation law of the State of Delaware as it may be amended from time to time (the "Act"). These Bylaws contain provisions for regulating and managing the affairs of the Corporation that are deemed not inconsistent with any law or with the Articles of Incorporation.
ARTICLE 1. CORPORATE OFFICES
The principal office of the Corporation shall be at such location as may be established by the Board from time to time. The Corporation may also have offices at such other places as the Board may from time to time determine.
ARTICLE 2. PURPOSES
Section 1. Purposes. The purposes of the Corporation shall be as set forth in the Articles of Incorporation. All income and fees collected by the Corporation in pursuit of such purposes, and all other funds of the Corporation secured by gift, loan, or otherwise, shall be used exclusively for such purposes.
It is expressly not a purpose of the Corporation to provide guidance to the undergraduate members of Omicron Zeta of Lambda Chi Alpha (the "Zeta"), which is a function reserved to the Alumni Advisory Board of the Zeta, or to own or lease, maintain, and operate a lodge, suite, or fraternity house for the use of the Zeta, which is a function reserved to ISWZA Fraternity, Inc.
The Corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxation under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future federal tax law (the “Code”).
Section 2. No Agency. The Lambda Chi Alpha Fraternity, Inc. (the "General Fraternity") does not exercise oversight or control over the activities of the Corporation or its members. The General Fraternity does not offer official recognition of the Corporation. The Corporation is not, and will in no way represent itself to be, a subsidiary or agent of the General Fraternity for any purpose. The Corporation shall not have, nor shall it represent that the Corporation has, any authority to assume or create any obligation or liability on behalf of the General Fraternity.
Section 3. Separation of Entities. At various times, the Zeta may also have a House Corporation, an Alumni Advisory Board and/or an Alumni Control Board. While there may be some commonality among the members, Directors and/or officers of these entities, their strict legal separation shall be recognized. The Corporation may interact with and support the undergraduate members of the Zeta and the other Zeta-related entities, but the Corporation does not exercise oversight or control over the behavior or the activities of any of them and the Corporation is not controlled by them.
ARTICLE 3. BOARD OF DIRECTORS
Section 1. Board Generally. The Board shall exercise control and management over the affairs of the Corporation, and shall exercise all such powers and perform all such lawful acts as are permitted by law, by the Articles of Incorporation, or by these Bylaws. Without limiting the foregoing, the Board shall have power and authority: (a) to purchase, lease, and otherwise acquire property on behalf of the Corporation; (b) to borrow money on behalf of the Corporation and otherwise to incur indebtedness on behalf of the Corporation, and to authorize the execution of promissory notes or other evidence of indebtedness of the Corporation, and to agree to pay interest thereon; (c) to sell, convey, alienate, transfer, assign, exchange, lease, or otherwise dispose of, mortgage, pledge, hypothecate, and otherwise encumber the property of the Corporation; and (d) generally to do and perform, or cause to be done and performed, any and every act which the Corporation may lawfully do and perform.
Section 2. Number and Term. The initial Board shall consist of the incorporators identified in the Articles of Incorporation, to serve until their successors have been elected and qualified. The number of Directors shall be established by the Board from time to time, but in any event shall not be less than three (3) nor more than fifteen (15). Each Director shall be elected for a term of one (3) year commencing at the conclusion of the meeting at which he is elected, and shall hold office until his successor has been elected and qualifies. Directors may be elected for successive terms.
Section 3. Election. New and incumbent Directors shall be elected or re-elected at any Annual General Meeting or Special General Meeting by a simple majority of a quorum present and voting. In the event of any vacancy arising out of the death, disability or resignation of a Director, the balance of his unexpired term may be filled at any meeting of the Board, by vote of a majority of the remaining Directors.
Section 4. Resignation; Liability for Obligations. A Director may resign at any time by delivering written notice to the Board, to the President, or to the Secretary. Acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. The resignation of a Director does not relieve the Director from any obligations the Director may have to the Corporation as a result of obligations incurred or commitments made before his resignation.
Section 5. Removal of Directors. A Director may be removed from office by a vote of a majority of the Directors at any meeting of the Board. Any Director who is removed is also removed automatically from any office he may hold in the Corporation.
Section 6. Compensation. No Director shall receive any compensation for his services as such. Notwithstanding the foregoing, a Director is entitled to reasonable compensation for professional services rendered in carrying out one or more of the purposes of the Corporation.
ARTICLE 4. MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings. The Board may hold meetings as fixed by the President or by resolution of the Board or as requested by a simple majority of the Directors, for the purpose of transacting such business as properly may come before the Board. Except as otherwise provided in these Bylaws, such meetings of the Board may be held without notice of the date, time, place, or purpose of the meeting.
Section 2. Means of Participation in Meetings. The Board may permit any one or more Directors to participate in any meeting of the Board or a committee of the Board by conference telephone or any other means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is considered to be present in person at the meeting for all purposes.
Section 3. Action Taken without Meeting. Any action required or permitted to be taken at a meeting of the Board or any committee of the Board may be taken without a meeting if the action is taken by a majority of all Directors or of the members of the committee. The action must be evidenced by at least one written consent describing the action taken, signed by each Director participating, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by the Board or by a committee of the Board without meeting is effective when the last Director signs the consent, unless the consent specifies a prior or subsequent effective date.
Section 4. Quorum; Vote Required. A majority shall constitute a quorum for the transaction of business at any meeting of the Board or any committee of the Board. Any matter shall be deemed approved by the Board if the votes cast favoring an action exceed the votes cast opposing the action. At all meetings of the Board and of each committee of the Board, each Director shall have one vote.
Section 5. Waiver of Notice of Meeting. A Director may waive a notice required by the Articles of Incorporation, the Bylaws, or the Act. Except as provided herein, the waiver must be in writing, signed by the Director entitled to the notice, and filed with the minutes or the records of the Corporation. A Director's attendance at or participation in a meeting waives any required notice to the Director of the meeting unless the Director, at the beginning of the meeting or promptly upon the Director's arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting.
ARTICLE 5. COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. Committees Generally. The Board may authorize a person or a committee of the Board to exercise some or all of the powers that would otherwise be exercised by a Board. Notwithstanding the foregoing, a Committee may not: (a) authorize distributions to Directors, officers or agents except in exchange for value received; (b) approve or recommend dissolution, merger, or the sale, pledge or transfer of all or substantially all of the Corporation's assets; (c) elect or remove Directors or fill vacancies on the Board; or (d) adopt, amend or repeal the Articles of Incorporation or these Bylaws.
Section 2. Duties. The purpose, powers and duties of any committee of the Board shall be as determined by the Board. Unless otherwise provided, each committee shall establish its own rules of procedure and shall meet at such times and places as it may determine.
ARTICLE 6. OFFICERS
Section 1. Officers. The officers of the Corporation shall be designated by the Board and may be from among the Directors. The positions of the various officers may be united in one person, except the President may not serve as Secretary and/or Treasurer. Each officer of the Corporation shall hold office for a term concurrent with his term as a Director, or until his successor is elected and qualifies. Officers may serve successive terms. The following shall be the officers of the Corporation:
a. President. The President shall: (i) perform all duties incidental to the office of the President; (ii) exercise general supervision over the day-to-day affairs of the Corporation; (iii) preside at all meetings of the Board; (iv) be responsible for all Board meeting agendas; (v) recommend the creation of or dissolution of all committees of the Board as deemed necessary; (vi) appoint the chairmen thereof; (vii) serve as an ex-officio member of all committees; and (viii) perform such additional duties as assigned by the Board. The President has authority to sign legal contracts and other agreements after approval by the Board.
b. Vice President. The Vice President, if one is elected, shall: (i) perform all the duties incident to the office of Vice President; (ii) perform the duties of the President in the event the President is absent or cannot serve; (iii) succeed immediately to the office of President in the event of a vacancy in that office; and (iv) perform such additional duties as assigned by the President or by the Board.
c. Secretary. The Secretary shall: (i) maintain custody of the minutes of the meetings of the Board; (ii) authenticate the records of the Corporation; (iii) perform all the duties incident to the office of Secretary; and (iii) perform such additional duties as assigned by the President or by the Board.
d. Treasurer. The Treasurer shall: (i) perform all the duties incident to the office of Treasurer; and (ii) perform such additional duties as assigned by the President or the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine.
e. Other Officers. The Board shall have the authority to appoint any and all other officers that it deems necessary or appropriate to the operation and maintenance of the Corporation. Such officers shall serve for such period as the Board may designate and shall perform such duties as assigned by the President or the Board. \
Section 2. Resignation, Removal and Vacancy. The process for removal of an officer and the process for the filling of vacancies in the event of death, disability or resignation of an officer shall be as set forth above with respect to Directors.
ARTICLE 7. MEMBERS AND DUES
a. The Corporation shall have no members as that term is defined in the Act. The Corporation has, however, “members” as that term is defined in Section 501(c)(7) of the Code who satisfy certain criteria established by the Board and who participate in and support the purposes and programs of the Corporation. Such designation shall carry no legal significance under the Act and shall not entitle such “members” to any vote on Corporation matters or to attendance at Corporation meetings.
b. Subject to the foregoing, the membership of the Corporation shall consist of any alumni member of the Zeta desiring to hold membership in the Corporation who is in good standing with the General Fraternity. Every duly-initiated member of the Zeta in good standing, upon becoming an alumni members, shall automatically become a member of the Corporation and his membership shall continue until his death, unless he is expelled or suspended from the General Fraternity or unless he fails to pay any established dues to the Corporation, in which event his membership shall terminate automatically. Undergraduate members of the Zeta may participate in activities sponsored by the Corporation, but shall not be members of the Corporation or hold office in the Corporation. The Board may also admit to membership in the Corporation such other persons as the Board deems desirable upon such terms and conditions as the Board may determine
c. The Board may remove any individual from membership in the Corporation if the member is not in good standing with the General Fraternity or if he has engaged in in conduct that is illegal and/or in violation of the laws of the Fraternity.
d. The Corporation may be financed by annual membership dues that shall be established from time to time by the Board. Additional appeals for voluntary donations may be authorized from time to time by the Board. Funds obtained from dues solicitations and from other sources may be used to finance any and all purposes of the Corporation.
ARTICLE 8. GENERAL MEETINGS
Section 1. Annual General Meeting. An Annual General Meeting of the members of the Corporation shall be held each year on a date and at a location established by the Board. The Meeting shall be open to all members in good standing, and shall be for the purpose of electing Directors, receiving reports from the Board, and for the transaction of such other business as may come before the meeting. The business of the meeting will be conducted by 7 the President. In the event of extenuating circumstances, the Board shall have the option of postponing the Annual General Meeting.
Section 2. Special General Meetings. Special Meetings may be called at any time by the Board, or by a written request signed by at least ten (10) of the members.
Section 3. Notice of Meetings. Notice of the date, time and location of any General Meeting shall be provided by post or electronic mail to all members of record of the Corporation or by electronic posting accessible to all members.
Section 4. Right to Vote. Any member in attendance at any General Meeting shall be considered a voting member for purposes of that meeting. Each voting member is entitled to one vote for actions requiring a vote of the membership. Any issue brought to a vote at any General Meeting shall be passed by a simple majority of the members present and voting.
Section 5. Quorum; Required Vote. For actions requiring a vote by the membership at any General Meeting, the members present and entitled to vote shall constitute a quorum. A quorum, once attained at a meeting, shall be deemed to continue until adjournment. Members must be present at the meeting when the vote is taken in order to cast a vote. Absentee and proxy votes shall not be counted.
ARTICLE 9. PROPERTY
Section 1. Property. The title to all property of the Corporation shall be vested in the Corporation. No member, Director or officer shall have any interest in the property, assets or privileges of the Corporation. No property owned or acquired by the Corporation shall be sold, transferred, assigned, or encumbered, without the affirmative vote of the Board.
Section 2. Disposition of Property. a. Upon the General Fraternity's suspension of undergraduate operations at the Zeta, or in any event upon the dissolution of the Corporation or if the Corporation shall cease to carry out the purposes and goals for which the Corporation was formed, all property of the Corporation will be sold and the cash proceeds and other funds of the Corporation, after payment or provision for payment of all debts and liabilities of the Corporation, shall be transferred to a Chapter Rehabilitation Account to be held by the General Fraternity under the laws of the Fraternity. Notwithstanding the foregoing, net assets in an aggregate amount equal to or less than $1,000 shall be transferred to the General Fraternity for use in general operating purposes. Under no circumstance shall any such cash proceeds or other funds be distributed to the individual members, Directors or officers of the Corporation. c. If the Corporation desires that the General Fraternity hold assets other than cash, those assets shall be the subject of a separate written agreement between the Corporation and the General Fraternity that shall detail the terms and conditions upon which such assets are held by the General Fraternity. d. The provisions of this Section 3 shall not be removed from these Bylaws by amendment under any circumstances.
ARTICLE 10. CONTRACTS, FINANCES AND RECORDS
Section 1. Fiscal Year. The Corporation shall operate on a fiscal year beginning the first day of July in each year and ending the last day of June next succeeding.
Section 2. Bank Accounts, Checks and Notes. The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The Board shall determine who shall be authorized from time to time to sign checks, drafts or other orders on the Corporation’s behalf for the payment of money, acceptances, notes or other evidences of indebtedness.
Section 3. Contracts. The Board may authorize any officer, committee or agent in addition to those specified in these Bylaws 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. Unless so authorized by the Board, no Director, officer, committee or agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount. Unless authorized by the Board, no loan shall be made or contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board.
Section 4. Gifts and Disbursements. The Board may accept on behalf of the Corporation any non-tax-deductible gift, bequest, devise, or other contribution for the purposes of the Corporation on such terms and conditions as the Board shall determine. The Board may determine by majority vote the use of the funds of the Corporation, provided those uses are consistent with the purposes of the Corporation.
Section 5. Books and Records. The Corporation shall keep as permanent records minutes of all meetings of the Board, together with a record of all actions taken by the Directors without a meeting, and a record of all actions taken by committees of the Board. The Corporation shall keep a copy of the following records at its principal office: (a) the Articles of Incorporation as they may be amended from time to time; (b) these Bylaws as they may be amended from time to time; (c) a list of the names and business or home addresses of all current Directors and officers; (d) the most recent corporate registration report delivered to the Secretary of State; and (e) appropriate financial statements of all income and expenses.
ARTICLE 11. REGISTERED AGENT AND REGISTERED OFFICE
The Corporation will maintain continuously in its state of incorporation a registered office and a registered agent.
ARTICLE 12. INDEMNIFICATION
Section 1. Third-Party Actions. The Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that the indemnified person is or was a Director, officer or agent of the Corporation against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the indemnified person in connection with such action, suit, or proceeding, if the indemnified person acted in good faith and in a manner the indemnified person reasonably believed to be in, or not opposed to, the best interest of the Corporation, and, with respect to any criminal action or proceeding, where no reasonable cause exists to believe his conduct was unlawful. The termination of this action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the indemnified person did not act in good faith and in a manner the indemnified person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. Insurance. The Board may purchase and maintain insurance on behalf of any person who is or was a Director, officer or agent of the Corporation, against any liability asserted against him or incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability hereunder or otherwise.
ARTICLE 13. CONFLICTS OF INTEREST
Section 1. General Statement and Procedures. The Directors and officers shall carry out their respective duties in a fashion that avoids actual, potential, or perceived conflicts of interest. The Corporation’s Directors and officers shall have the continuing, affirmative duty to report any personal ownership interest or other relationship that might affect their ability to exercise impartial, ethical, and business-based judgments in fulfilling their responsibilities to the Corporation. The Board may require the Corporation’s Directors and officers to complete periodically a disclosure statement regarding any actual or potential conflict of interest described in these Bylaws. The Board shall be responsible for oversight of all disclosures or failures to disclose and for taking appropriate action in the case of any actual or potential conflict of interest transaction.
Section 2. Contracts and Transactions in which a Director or an Officer has Interest. a. A contract or transaction between the Corporation and one or more of the Corporation's Directors or officers, or between the Corporation and any other Corporation, partnership, association, or entity in which one or more of the Corporation's Directors or officers: (i) are Directors or officers, or (ii) hold a similar position, or (iii) have a financial interest, is not void or voidable solely because of the relationship or interest, solely because the Director or officer is present at or participates in the meeting of the Board that authorizes the contract or transaction, or solely because the vote of the Director or officer is counted for authorizing the contract or transaction, provided that the provisions of Subsection (b) of this Section 2 are met. b. For such a contract not to be void or voidable, (i) the material facts as to the relationship or interest of a Director or officer and contract or transaction are disclosed or known to the Board, and (ii) the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even if the disinterested Directors are less than a quorum, or (iii) the contract or transaction is fair to the Corporation at the time the contract or transaction is authorized, approved, or ratified by the Board. c. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board that authorizes a contract or transaction described in the preceding paragraphs.
Section 3. Validity of Actions. The failure of the Corporation, its Board, or any or all of its Directors or officers to comply with the conflict of interest provisions of these Bylaws shall not invalidate, cancel, void, or make voidable any contract, relationship, action, transaction, debt, commitment, or obligation of the Corporation that otherwise is valid and enforceable under applicable law.
ARTICLE 13. MISCELLANEOUS PROVISIONS
Section 1. Construction. In the event of any inconsistency between these Bylaws and the Articles of Incorporation, the provisions of the Articles of Incorporation shall control. If any portion of these Bylaws shall be invalid or inoperative, then so far as is reasonable and possible, the remainder of these Bylaws shall be considered valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative.
Section 2. No Personal Liability. No Director or officer of the Corporation shall be personally liable to its creditors or for any indebtedness or liability and any and all creditors shall look only to the Corporation’s assets for payment. Further, neither any officer, the Board as a whole, nor any Director shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the Board or any Director may do or refrain from doing in good faith, including the following, if done in good faith: (a) errors in judgment; (b) acts done or committed on advice of counsel; (c) or any mistakes of fact or law.
Section 3. Enforceability. The provisions of these Bylaws are neither applicable to nor enforceable by any person not a member of the Board.
Section 4. Parliamentary Authority. Robert's Rules of Order Newly Revised shall be the parliamentary guide in all of the Corporation's business meetings in which such rules are applicable and in which such rules are not inconsistent with the Bylaws or policies of the Board.
ARTICLE 14. AMENDMENT
These Bylaws shall be in full force and effect from and after adoption by the Board. Subject to such limitations as may be contained in the Act, the Board may adopt amendments or restatements to these Bylaws by majority vote of the Directors at any meeting at which a quorum is present.