Alpha Phi Omega, Kappa Chapter Foundation

Bylaws of Alpha Phi Omega, Kappa Chapter Foundation

This is a very preliminary conversion of the bylaws as originally adopted from WordPerfect format into plain text. No guarantee is made for the accuracy of this file, in fact several sections are believed to be incorrect.

ARTICLE I - PURPOSE

The primary purpose of this corporation is exclusively charitable within the meaning of section 501 (c) (3) of the Internal Revenue Service Code of 1986 or such other provisions of state or federal law as may from time to time be applicable. The specific purposes are to develop leadership, promote friendship, provide service to humanity and to further freedom and education.

ARTICLE II - OFFICES

The registered office of the corporation shall be at:

University Center, Suite 303C
Carnegie Mellon University
5000 Forbes Avenue
Pittsburgh, PA 15213

The corporation may also have offices at such other places as the Board of Trustees may from time to time appoint or the activities of the corporation may require.

ARTICLE III - SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words "Corporate Seal, Pennsylvania"

ARTICLE IV - MEMBERS

There shall be no members, as such, of the corporation.

ARTICLE V -TRUSTEES

The business and charitable affairs of this corporation shall be managed by its Board of Trustees, no fewer than six (6) and not more than fifteen (15) in number, who shall be natural persons of full age and who need not be residents of this Commonwealth.

Alpha Phi Omega, Kappa Chapter may, at their last meeting during each calendar year, elect one Trustee to serve a three year term beginning with the next calendar year. If for any reason they do not elect a Trustee by the end of the calendar year as provided in this section then a vacancy shall immediately exist for that term and shall be filled as provided for in these By-Laws.

The President and Treasurer of Alpha Phi Omega, Kappa Chapter shall be members of the Board of Trustees ex-officio, provided that the chapter is active, they are of legal age to do so, they are not already serving as a Trustee of this corporation, and they continue to hold their respective offices in the chapter. If, for any reason, one or both of these officers do not serve as Trustees, their unfilled positions shall still count toward the total number of Trustees, but shall not be considered for any other purposes, including the calculation of quorum and the filling of vacancies.

All Trustee positions not reserved for the election by other organizations or ex- officio appointment shall be elected by the Board of Trustees at the annual meeting for a three year term beginning with the next calendar year, but shall be so elected that approximately one-third are elected each year.

The incorporators shall elect the initial Board of Trustees of the corporation at the organization meeting.
In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Trustees may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by Articles or by these By-Laws directed or required to be exercised or done by any other body.

The meetings of the Board of Trustees may be held at least quarterly and at such place or places within this Commonwealth, or elsewhere, as a majority of the Trustees may from time to time determine. In the event that the Trustees are unable to determine a time and place for the regular meetings they shall be held at the corporation's registered office at 7:00 PM on the second Monday of January, April, July, and October.

(a)The Chairman of the Board of Trustees shall preside on all meetings of the Board. In the event the position is vacant, the position shall be filled pursuant to the general vacancy provisions of these By-Laws.

(b)Each member entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and these By-Laws is entitled to one vote, in person or as otherwise provided for in these By-Laws.

(c) All elections for Trustees shall be decided by plurality vote.

(d) Proxy and absentee voting shall not be permitted under any circumstance.

Written notice of every meeting of the Board of Trustees shall be given to each Trustee at least ten (10) days prior to the day named for the meeting, provided however, that any Trustee may execute a written waiver of notice before or during the meeting, and the secretary shall enter it in the minutes, or other record of the meeting.
A majority of the Trustees in office shall be necessary to constitute a quorum for the transaction of business and unless otherwise required by law, the Articles or by these By-Laws the acts of two-thirds of the Trustees present at a meeting at which a quorum is present shall be the acts of the Board of Trustees. Any action which may be taken at a meeting of the Trustees may be taken without a meeting, if a consent or consents is writing setting forth the action so taken shall be signed by all of the Trustees in office and shall be filed with the Secretary of the corporation.

The members of the Board of Trustees present at a duly organized meeting at which a quorum is present can continue to do business until ajournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine, and those who attend the second of such adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting, stating that those members of the Board of Trustees who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter, is given to each member of the Board of Trustees at lease ten (10) days prior to the day named for the second adjourned meeting.

Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken by written action, provided that all Trustees approve the action. The written action is effective when signed by all Trustees, unless otherwise provided for in the action.

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with these By-Laws, special rules of order the corporation may adopt, and any statutes applicable to this corporation that do not authorize the provisions of these By- Laws to take precedence.

The Board of Trustees may, by resolution adopted by a two-thirds vote, establish one or more committees to consist of one or more Trustees of the corporation. Any such committee, to the extent provided in the resolution of the Board of Trustees or in the By-Laws, shall have and may exercise all of the powers and authority of the Board of Trustees, except that no such committee shall have any power or authority as to the following:

(a)The adoption, amendment or repeal of the By-Laws.

(b) The amendment or repeal of any resolution of the Board.

Action on matters committed by the By-Laws or resolution of the Board of Trustees to another committee of the Board.
The execution of contracts binding the corporation.

The Board may designate one or more Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Trustee to act at the meeting in the place of any such absent or disqualified member. Each committee of the Board shall serve at the pleasure of the Board.

15. No compensation shall be paid to any member of the Board of Trustees for services as a member of the Board, except that by resolution of the Board, Trustees may be reimbursed for expenses incurred on behalf of the corporation. A Trustee may be removed from office, with or without cause, by an affirmative vote of two-thirds of the Trustees at a regular meeting or a special meeting called for that purpose. A ten (10) day notice stating that removal of such Trustee will be on the agenda, shall be given to each Trustee. The Board of Trustees may declare vacant the office of a Trustee if he is declared of unsound mind by an Order of Court or is convicted of a felony, or if within sixty days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board of Trustees, and fulfill such other requirements of qualification as the By-Laws may specify.

18. A Trustee of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a Trustee, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a Trustee shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by any of the following:

(a) One or more officers or employees of the corporation whom the Trustee reasonably believes to be reliable and competent in matter presented;

(b) Counsel, public accountants or other persons as to matters which the Trustee reasonably believes to be within the professional or expert competence of such person;

(c) A committee of the Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which the Trustee reasonably believes to merit confidence.

A Trustee shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted. In discharging the duties of their respective positions, the Board of Trustees, committees of the Board and individual Trustees may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of this section. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Trustee or any failure to take any action shall be presumed to be in the best interests of the corporation. A Trustee of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take action, unless:

(a) The Trustee has breached or failed to perform the duties of his office under this section;

(b) The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

The provisions of this section shall not apply to:

(a) The responsibility or liability of a Trustee pursuant to any criminal statute; or

(b) The liability of a Trustee for the payment of taxes pursuant to local, State or Federal law.

The executive officers of the corporation shall be chosen by the Trustees, and shall be President, Vice President, Secretary, Treasurer and such other officers and assistant officers, as the needs of the corporation may require.

Any officer or agent may be removed by the Board of Trustees whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.

The President shall be the chief executive officer of the corporation; he shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Trustees to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation. He shall be ex-officio a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of President.

The Vice President shall act in all cases for and as the President in the latter's absence or incapacity, and shall perform such other duties as he may be required to do from time to time.

The Secretary shall attend all sessions of the Board and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Trustees when required. He shall give, or cause to be given, notice of all meetings of the Board of Trustees, and shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Trustees, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

ARTICLE VII - VACANCIES

If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Trustees may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

Vacancies in the Board of Trustees, including vacancies resulting from an increase in the number of Trustees, shall be filled by a majority of the remaining members of the Board, though less than a quorum, and each person so elected shall be a Trustee until his successor is elected by the Board of Trustees.

ARTICLE VIII - BOOKS AND RECORDS

The corporation shall keep an original or duplicate record of the proceedings of the Trustees, the original or duplicate record of the proceedings of the Trustees, the original or a copy of its By-Laws, including all amendments thereto to date, certified by the Secretary of the corporation, and an original or duplicate register, giving the names of the members of the Board of Trustees, and showing their respective addresses. The corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.

Every member of the Board of Trustees shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the register, books and records of account, and records of the proceedings of the Trustees and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member of the Board of Trustees. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member of the Board of Trustees. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

ARTICLE IX - TRANSACTION OF BUSINESS

The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of two-thirds of the members in office of the Board of Trustees, except that whenever there are twenty-one or more Trustees, the vote of a majority of the members in office shall be sufficient. If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.

Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in mo case shall be divided or distributed in any manner whatsoever among the Trustees or officers of the corporation.

All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Trustees may from time to time designate.

ARTICLE X - ANNUAL REPORT

The President and Treasurer shall present annually to the Board of Trustees a report showing in appropriate detail the following:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.

(b) The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.

(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation. This report shall be filed with the minutes of the annual meeting of the Board of Trustees.

ARTICLE XI - NOTICES

Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by facsimile transmission, to his address (or facsimile number) appearing on the books of the corporation, supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these By-Laws. When a special meeting is adjourned it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Whenever written notice is required to be given under the provisions of the statute or the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XI -MISCELLANEOUS PROVISIONS

The fiscal year of the corporation shall begin on the first day of January. One or more persons may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participation in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE XII - AMENDMENTS

By-Laws and/or Articles may be adopted, amended or repealed by the two-thirds (2/3) vote of the members of the Board of Trustees at any regular or special meeting duly convened, after a ten (10) day notice to each Trustee stating that on the Agenda are By-Laws and/or Articles that may be adopted, amended or repealed.

Direct questions and comments about this website to mkincaid@kappachapter.org