Alpha Tau Omega Epsilon Beta Alumni

This page contains proposed amendments to the Bylaws of the Corporation. Language to be deleted is ~~marked through~~. Language to be added is underlined, bold face and in red type. These changes were debated and unanimously approved by the Board of Directors of the Corporation on April 5, 2002.

Submitted for notice and consideration on February 26, 2002.

Click Here for a Copy of the Bylaws with the approved changes.

EPSILON BETA OF ALPHA TAU OMEGA
BUILDING COMPANY

BYLAWS

ARTICLE I

The purposes and powers of the Epsilon Beta of Alpha Tau Omega Building Company (hereinafter referred to as the "Corporation") shall be as stated in the Articles of Incorporation of the Corporation, as amended, and shall be exercised by the Board of Directors.

ARTICLE II

Seal

The corporate seal of the Corporation shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation.

ARTICLE III

Fiscal Year

The fiscal and operating year shall be from ~~September 1 to August 31~~ August 1 to July 31.

ARTICLE IV

Office

The Corporation shall maintain its principal offices in the County of Pima, State of Arizona.

ARTICLE V

Membership

Section 1 - Eligibility. Eligibility for membership is set out in Article IV of the Articles of Incorporation, as amended. The Board of Directors shall have full authority for approving application for membership and for establishing any fees and dues in connection with same.

Section 2 - Voting. The members of the corporation in good standing shall each have one vote on any matter coming before a meeting of the general membership, and at any election of members of the Board of Directors may cast one vote for each directorship to be filled.

ARTICLE VI

Administrative

Section 1 - Board of Directors.

A. Number of Members. The Board of Directors shall be comprised of not less than 3 nor more than 25 members who shall be elected from the membership of the Corporation in accordance with the Articles of Incorporation of the Corporation and these Bylaws. The exact number of directors to serve from time to time shall be as determined necessary or advisable by the Board of Directors.

B. Term of Office. The term of office of each Director shall be for one year, to begin immediately following election at the annual meeting and continue until a successor shall have been elected and qualified. A Director may be reelected for consecutive terms in office.

C. Vacancies. Vacancies on the Board of Directors shall be filled by action of the Board of Directors at any special or regular meeting called for that purpose or as otherwise provided by law or these Bylaws, and each successor so elected shall hold office until election and qualification of his successor.

D. Resignations. Any Director of the Corporation may resign at any time by giving written notice thereof to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

E. Removal of Directors. Any Director may be removed, either with or without cause, at any time, by a two-thirds vote of the Board of Directors at a special meeting called for that purpose.

F. Powers. The Board of Directors shall have the power to conduct, manage, and control the affairs and business of the Corporation, and to make rules, not inconsistent with the Articles of Incorporation and the Bylaws of the Corporation and the laws of the State of Arizona, for the guidance of the officers and management of the affairs of the Corporation.

The Board of Directors shall have the power to incur indebtedness, the terms and amount of which shall be entered in the Minutes of the Board, and the note or obligation, if any, given for the same shall be signed officially by the President, the Treasurer, or the Secretary or such other person as may be authorized by the Board of Directors, and shall be binding upon the Corporation.

G. Ex Officio Board Membership. The Board of Directors may extend ex officio memberships on the Board not exceeding two in number to officers or other persons as may be designated by the active chapter of Epsilon Beta of Alpha Tau Omega. The Board of Directors may, by majority vote, extend ex officio Board of Directors or general Corporation membership status to any individual at its discretion. Such ex officio members may not vote and may not hold office.

H. Action by Resolution. The Board of Directors shall, except as otherwise provided by law, have the power to act in the following manner: A resolution in writing, signed by all members of the Board, other than ex officio members, shall be deemed to be action by such Board to the effect therein expressed, with the same force and effect as if same had been duly passed by the same vote at a duly convened meeting, and it shall be the duty of the Secretary of the Corporation to record such resolution in the Minute Book of the Corporation under its proper date.

Section 2 - Officers

A. Officers. The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary. Such other officers and assistant officers as are deemed necessary may be appointed or elected by the Directors. All officers shall be members of the Board of Directors.

B. Election of Officers. Officers shall be elected by the Board of Directors at their annual meeting as provided in these Bylaws. Their terms of office shall commence immediately and shall continue for one year or until their successors are elected and qualified. Any vacancy occurring among the officers shall be filled by the Board of Directors at any special meeting called for that purposes or as otherwise provided herein, and any officers so elected shall hold office for the unexpired term of the officers succeeded or until his successor is elected and qualified.

C. Removal or Resignation. Any officer may be removed, either with or without cause, by a majority vote of the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the time of receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.

D. Duties of Officers

1. President. The President shall be the chief executive officer of the Corporation, having general direction of all affairs, subject to the control of the Board of Directors, and authority to sign and execute, in the name of the Corporation, all contracts and other documents or instruments authorized by the Board of Directors. The President shall serve as the Chairman of the Board of Directors and shall preside at all meetings of the Board.

2. Vice President. In the absence of the President or inability of the President to act, the Vice President shall assume the responsibilities of the President.

3. Treasurer. The Treasurer shall receive and ~~safely~~ prudently maintain all funds of the Corporation, deposit same in such bank or banks, or other financial or investment institutions, as may be designated by the Board of Directors. Any one or more officers may be named as signatories on the corporate account and only one signature of any officer may be required for disbursement of corporate funds.

4. Secretary. The Secretary shall keep a full, complete and accurate record of the proceedings of the Board of Directors and of the meetings of the members of the Corporation; and if one exists, shall keep the seal of the Corporation and may affix same to such papers and instruments as may be required in the regular course of business; and shall discharge such other duties as pertain to the office, or as prescribed by the Board of Directors. In addition, the Secretary shall have the responsibility for all correspondence relating to the business of the Corporation, shall notify the members and the Board of Directors of their respective meetings, and shall discharge such other duties as pertain to the office, or as prescribed by the Board of Directors.

ARTICLE VII

Meetings

Section 1 - General Membership Meetings

A. Annual Meetings. The annual meeting of the general membership of the Corporation shall be held in conjunction with the annual University of Arizona Homecoming celebration at a time and place designated by the Board of Directors. Notice for the annual meeting shall be posted on the Corporation's site on the world wide web at least 30 days prior to the meeting. Notice may also be sent by electronic mail to any member who has provided the Board of Directors with a working electronic mail address no less than 10 days prior to the meeting.

B. Special Meetings. Special meetings of the general membership of the Corporation shall be at such place and on such date and at such time and for such purpose as may be designed by the Board of Directors and as set forth in Notice of Special Meeting of Members which shall be ~~mailed to each member of the Corporation in good standing not less than 10 days prior to the date set for the meeting.~~ posted on the Corporation's site on the world wide web at least ten days prior to the meeting. Members who have provided the Board of Directors with a working electronic mail address may receive their notification by electronic mail no less than 10 days prior to the scheduled meeting. Upon application, in writing, by any seven members of the Corporation, the Board of Directors shall, within 30 days from the date such application is received by the President, schedule a special meeting of the membership of the Corporation.

C. Quorum. At any special or regular meeting of the members of the Corporation, a quorum shall consist of five members of the Corporation., any or all of whom may be officers of the Corporation or members of the Board of Directors.

Section 2 - Meetings of the Board of Directors

A. Annual Meeting. The Board of Directors shall hold an annual meeting immediately following the annual meeting of the members, or within 30 days thereafter, at such time and at such place as may be designed in a proper Notice of Meeting.

B. Special Meetings. Special Meetings of the Board of Directors may be held at the call of the President or at the written request of any other one member of the Board of Directors.

C. Meeting Notices. Notices of annual, regular or special meetings of the Board of Directors shall be given to each member of the Board of Directors not less than ten days prior to the date of such meeting, if by mail, or not less than two days prior, if by telephone or electronic mail. Notice of any meeting, whether annual, regular or special, may be waived, in writing, by any Director.

D. Quorum. A simple majority of all fully qualified members of the Board of Directors shall constitute a quorum. No action can be taken by the Board at a meeting lacking a quorum.

ARTICLE VIII

Amendments

These Bylaws may be amended, added to, altered or rescinded, subject to repeal or change by the members, by a majority vote of the Board of Directors at any annual, regular or special meeting of the Board called for that purpose. The text of any proposed amendments shall be either posted on the Corporation's site on the world wide web or attached to and mailed to all members of the Board of Directors with the notice of the regular or special meeting at which such amendment is to be considered.

ARTICLE IX

Prohibition Against Sharing and Corporate Earnings

No member, Director, officer or employee of, or member of a committee of, or person connected with, the Corporation, or any other private individuals, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any person or such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board of Directors, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.

ARTICLE X

Indemnification of Directors, Officers and Employees

The Corporation shall indemnify, to the maximum extent permitted by Arizona Revised Statues 10-1005(B), any person who 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, or any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that he is or was a Director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a Director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, and against judgments, fines and amounts paid in settlement to the extent permitted by law. Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of any such action, suit or proceeding to the extent permitted by law.

The Corporation shall indemnify and hold harmless the Officers, Directors, Committee Members, employees and agents of the Corporation to the extent permitted by Arizona Revised Statutes Section 10-3850 et seq. (or the corresponding provision of subsequent law).

ARTICLE XI

Dissolution

Upon dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation remaining in the hands of the Board of Directors, after all debts have been satisfied, shall be distributed, transferred, conveyed, delivered and paid over in such amounts as the Board of Directors may determine, or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to an organization which is exempt under Article 501(c) of the Internal Revenue Code of ~~1954~~ 1986 (or the corresponding provisions of any future United States Internal Revenue law).

Adopted: October 20, 1981

APPROVED:

EPSILON BETA OF ALPHA TAU OMEGA BUILDING COMPANY

By ss // James F. Eager // President

ATTEST:

ss //Dwight E. Eller// Secretary

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