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.”
Section 1. Objects. The particular objects for which the Corporation is to be formed are:
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.
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:
Section 1. Board of Directors. The number of Directors shall be nineteen, four of whom shall be Chapter officers. The President, Treasurer and Alumni Secretary 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. 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. Ten Directors 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 five Directors positions available annually. Nominations shall be accepted by the Chairman of the Nominating Committee for a period of nine months following the annual meeting of the Corporation in the year preceding the election. Nominations made at the annual meeting will be for Directors to be elected the following year.
Section 3. Election of Directors. The Directors, except for the President, Treasurer, Alumni Secretary 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. 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 five 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 five 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 Director's position to be filled and the votes shall be cumulative. Votes will not be limited to the recommended slate. In case of vacancy, the Board at any regular or special meeting may fill such vacancy for the remainder of the term.
Section 4. Directors meetings. Meetings of the Directors shall be held at least twice during the academic year, one of which shall be on the same day as the annual meeting of the Corporation. Special meetings shall be held at the call of the President or upon the written request of any two Directors filed with the Secretary.
Section 5. Notice of meetings. The Secretary or the President shall give notice of all meetings of the Directors by mailing notice thereof addressed to each Director at his last known 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 6. Ties in voting. A tie vote of the Directors shall defeat the motion.
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 their number a President, a Secretary and a Treasurer.
Section 2. Executive Committee. The President, Treasurer, Secretary, Chapter president and Chapter alumni secretary shall constitute the Executive Committee and this committee shall have the power to act for the Board of Directors in case of emergency.
Section 3. 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 also take charge of the annual voluntary dues or donation program. 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 4. Secretary. The Secretary shall keep the minutes of meetings of the Corporation and the Board of Directors, shall have custody of the Seal of the Corporation and shall perform all 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 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. 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 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.
Section 1. House Capital Improvement Committee. There shall be a House Capital Improvement Committee composed of three Alumni or Associate Members of the Corporation, appointed by the President of the Corporation. 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. 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 five 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.
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. 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.
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 state and local 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.
The foregoing By-Laws of ISWZA Fraternity, Inc. were adopted as revised and/or amended on September 22, 1995.
T.S. Brown, President
T.J. Bruno, Secretary