By-laws of ISWZA Fraternity, Inc.
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.
Section 2. 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. Membership shall be for life.
Section 3. 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.
Section 4. Associate members. Members of Lambda Chi Alpha Fraternity initiated at a chapter other than Omicron Zeta, and who have transferred their affiliation to this Zeta or who are residing in the Ithaca, N.Y. area, shall be Associate Members of the Corporation. The membership of an Associate Member of the Corporation shall terminate when said member leaves the Ithaca, N.Y. area permanently, unless otherwise requested in writing to the Secretary of the Corporation by said member.
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 President, Treasurer, Alumni Secretary, and House Manager of the active Chapter shall automatically be named as Directors and their terms of office shall run concurrent with the active Chapter elections. The Chapter Advisor (High Pi) shall automatically be named a Director and his term of office shall run concurrent with his official appointment. In addition, the Directors shall designate one outstanding undergraduate who shall serve as a Director for one year. 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, of whom at least four shall be Alumni or Associate Members of the Corporation, shall constitute a quorum.
Section 2. Director responsibilities. During each three‐yearterm 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 event sponsored by the General Fraternity or an interfraternal
organization affiliated with the University 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 3. 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 4. Election of Directors. The Directors, except for the President, Treasurer, Alumni Secretary, House Manager, Undergraduate Liaison, and Chapter Advisor of the active Chapter shall be elected at the annual meeting and shall hold office until their successors shall have been elected or the Secretary shall certify his seat vacant per Article V, Section 5 of these By‐laws. 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. The Chairman of the Nominating Committee shall present, at the annual meeting, the names of all candidates nominated as Directors. The Chairman of the Nominating Committee shall also recommend to the Corporation a slate of up to three candidates based on informal interviews with the nominees and discussions with the Nominating Committee. Each member of the Corporation present shall be entitled to one vote for each Directorʹs position to be filled and the votes shall be cumulative. Voting shall be by secret ballot. Votes will not be limited to the recommended slate.
Section 5. Vacancies. An elected Director’s seat shall be declared vacant in the following cases:
a. The decease of the Director;
b. The absence of the Director from any three consecutive meetings of the Board of Directors, unless prior notice has been submitted to the President;
c. The written resignation of the Director submitted to the President, if he nominates a replacement for himself and the nominee meets the approval of a majority of the Directors;
d. The affirmative vote of 75% of the Directors at any regular or special meeting.
The President may fill a vacancy by appointment, subject to the approval of a majority of the Board of Directors at any regular or special meeting, either for the remainder of the term or until the next Annual Meeting of the Corporation.
Section 6. 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 telephone conference call or other means of communication by which all meeting participants can communicate with one another simultaneously. Voting shall be permitted by any medium in which the participants can be authenticated.
Section 7. Virtual meeting. All Directors shall subscribe to an electronic mailing list designated by the Secretary to which any Director may post messages and which shall distribute said messages simultaneously to all other Directors. Business may be conducted over this list, provided no Director raises objection to its consideration within forty‐eight (48) hours of introduction of the motion, and that any actions must be ratified by a majority of Directors at a conventional meeting within sixty (60) days of the majority‐making vote on the motion.
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 post 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. 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 other Director shall also be accept an office, either as enumerated in Article VI, Section 7 of these By‐laws, with the office filled by election in the event multiple candidates are advanced; or by appointment to another role at the request of the President.
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, which shall have the power to act for the Board of Directors when the Board of Directors is unable to meet, except that it shall not have the power to amend these By‐laws, that its actions must be reported immediately to the Directors by regular or electronic mail, and that said actions must be ratified by a majority of Directors at their next regular or special meeting of the Directors.
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, announcements of Chapter alumni activities are made, and other communications are maintained.
Section 4. 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 meeting quorums. He shall have custody of the Seal of the Corporation and shall perform all other the duties usually incident to the office.
Section 5. Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Corporation. He shall issue statements of income to the undergraduate Chapter and to the Board of Directors on a regular basis. He shall prepare the annual budget of the Corporation and present it to the Director for approval. He shall also advise and assist the treasurer of the undergraduate Chapter in the keeping of active Chapter financial records and the carrying out of its financial policies.
Section 6. Duties of the Members-at-Large. The Members-at-Large may serve as chairmen of committees for major alumni activities or special projects, as designated by the President.
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.
D. Director of Risk Management. The Director of Risk Management shall advise the Directors on implementing standards, instruments, procedures, or other mechanisms to reduce risks and liability to the Corporation.
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.
F. Director of University and Community Relations. The Director of University and Community Relations shall advise the Directors on improving relations of the Corporation and its members with the University and with the Ithaca community. He shall advise the High Theta in the responsibilities of his office.
G. Director of Information Systems. The Director of Information Systems shall advise the Directors on the employment of information technology towards the objects of the Corporation.
H. Historian. The Historian shall chair the Heritage Committee. He shall research the history, traditions, and heirlooms of Omicron Zeta and its predecessor organizations, and report on this research periodically to the members.
I. Archivist. The Archivist 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.
J. Corporate Counsel. The Corporate Counsel shall monitor the legal landscape and advise the Directors on legal matters of import.
K. Chaplain. The Chaplain shall advise the Directors on matters of ritualism and ceremony. He shall identify opportunities to advance appreciation of the Ritual, traditions, principles, and ideals of Lambda Chi Alpha among the members of the Corporation.
Section 8. 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.
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 Omicron Zeta 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 the Grand High Zeta to be held in trust or sold, and the proceeds to be held in trust by the Grand High Tau for the benefit of the Chapter should it be reorganized.
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 also automatically be 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. Communications Committee. Communications Committee. There shall be a Communications Committee chaired by the Director of Communications. The editor of the Omicron Oracle and managers of the Corporation’s electronic mailing lists shall also automatically be members of this committee. The committee shall be in charge of informing Members of news of the activities of the Corporation , and shall advise the Board of Directors regarding ways to improve communication between the Board and the Members of the Corporation, and among the Members themselves.
Section 3. Heritage Committee. There shall be a Heritage Committee chaired by the Historian. The committee shall be in charge ofresearching the history, traditions, and physical patrimony of Omicron Zeta of Lambda Chi Alpha and its predecessor and auxiliaries, of publicizing its research to the Members, and promoting the appreciation and preservation of chapter history, heirlooms, and worthy traditions. It shall also be in charge of the Archives of Omicron Zeta, which shall include the proceedings of the chapter and of the Corporation and such otheritems as the committee deems significant to the understanding and appreciation of the heritage of the chapter.
Section 4. 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, collecting nominations for Directors, conducting informal interviews of the nominees, presenting all nominees at the annual meeting, and recommending a slate of candidates at the annual meeting of the Corporation.
Section 5. Other committees. The Corporation may appoint or elect any further committees as it deems necessary.
As deedholder 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, the Lambda Chi Alpha International 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 brother or brothers 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 shallreview 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 April 18, 2009.
Jason J. Cho O‐1512, President
Jeffrey Barber AA‐1534, Secretary