|| Alumni Corp.
Original By Laws
The corporate name of this Company shall be "ALPHA KAPPA EPSILON ASSOCIATION of SYRACUSE, NEW YORK, INC."
OBJECT AND PURPOSE:
The object and purpose of this corporation, shall be as states in its Certificate of Incorporation.
QUALIFICATIONS OF MEMBERS:
Section I: Every person, who heretofors has been, now is or shall hereafter become a member of Alpha Kappa Epsilon Fraternity, shall be eligible for membership in this corporation, and may become a member thereof by paying this admission fee and signing the By-Laws of said association, or by signifying his consent thereto in writing. The signing of the By-Laws by the member shall be deemed to be assent thereto upon the part of the member so signing. The membership of any person in said: Corporate association, shall terminate upon his death, or upon his voluntary withdrawal from said Corporate association signified by this resignation in writing filed with the Secretary of said Corporate association, but no resignation shall be effective unless the person resigning shall have paid all dues, rates, or assessments outstanding against him at the time said resignation is filed with the Secretary as appears by the records of the corporate association.
Section II: Each member in good standing shall be entitled to one vote at any meeting of the members of said corporate association. The member shall be deemed to be in good standing, only in case he has paid all dues, rates or assessments against him, at the time of said meeting. The right of a member to vote, and all the right, title and interest of a member in or to the corporate association or its property shall cease on the termination of his membership.
Section III. The admission fee shall be ten dollars (10.00) and shall be paid to the Treasurer at the time application is made for membership.
Section IV. The annual dues shall be at least five dollars ($5.00) and shall be paid by each member on or before the day of the annual meeting in each year, provided, however, that the admission fee shall cover the dues for the first year.
MEETINGS OF MEMBERS
Section I. The annual meeting of the members of this corporate association, shall be held at the Chapter House of the ALPHA KAPPA EPSILON FRATERNITY in the City of Syracuse, New York on the Monday in Commencement Week of Syracuse University in the month of June in each and every year at 8 o'clock, P.M., for the election of directors and for the transaction of such other business as may properly come before the meeting. Notice of the time and place and object of such meeting shall be given by mailing at least ten days previous to such meeting, postage prepaid, a copy of such notice addressed to each member at his residence, as shall appear on the books of the corporate association. No business other than that stated in such notice, shall be transacted by such meeting without the unanimous consent of all members present thereat, either in person or by proxy.
Section II. Special meetings of members may be called at any time by the President or Secretary, when authorized to do so by majority vote of the Board of Directors. It shall also be the duty of the President to call such meeting whenever requested in writing so to do by one-third of the members of the corporate association. A notice of all special meetings stating the time, place and object thereof, shall be given by mailing, postage prepaid, at least five days before such meeting at his post office address, as the same appears on the books of the association.
Section III. At all meetings of members there shall be present, either in person or by proxy, at least one-third of all the members in good standing of said corporate association as shown by the books of the corporate association in order to constitute a quorum; provided, however, that in case one-third be nine or more, then nine or more shall constitute a quorum.
Section IV. At the annual meetings of members the following shall be the order of business, viz:
1. Calling the roll.
2. Report of the proper notice of meeting.
3. Reading of minutes of preceding meeting and action thereon.
4. Report of President.
5. Report of Treasurer.
6. Report of Secretary
7. Election of Directors
8. Miscellaneous business.
Section V. At all meetings of members all questions; except the question of amendment of the By-Laws and the election of Directors and all such questions, the manner of deciding which is specially regulated by Statue; shall be determined by a majority vote of the members present in person or by proxy. The voting shall be viva voce, except for the election of Directors and on amendment of the By-Laws.
Section VI. Any member may be expelled for cause by a majority vote of the members present at any annual meeting. Non-payment of dues or assessments shall be cause for expulsion. The expulsion of a member, however, shall not release him from the payment of dues, which were payable or assessments levied against him, prior to the date of his expulsion.
Section I. The Directors of this corporate association shall be elected by ballot, for the term of one year, at the annual meeting of members, except as hereinafter otherwise provided for filling vacancies. The Directors shall be chosen by a plurality vote of members voting, either in person or by proxy, at such annual meeting. The Directors so elected shall constitute the Board of Directors. Each Director shall be a member of the corporate association, at least two directors shall reside in the City of Syracuse, New York, and at least four of said Directors shall be alumni.
Section II. The Board of Directors shall have control and general management of the business and affairs of said corporate association. Such Directors shall in all cases act as a Board, by a majority thereof, and they may adopt such rules and regulations for the conduct of their meetings and the management of the business and affairs of the corporate association as they may deem proper, not inconsistent with these By-Laws, and the laws of the State of New York. At any meeting of the Board of Directors shall constitute a lawful quorum for the transaction of business; but in the event of a quorum for the transaction of business; but in the event of a quorum not being present a less number may adjourn the meeting to some future time not more than twenty days later.
Section III. When in any year the income and revenues of the corporate association shall be insufficient to discharge its debts and liabilities due and payable in that year, the Board of Directors shall have the power and authority to levy an assessment upon the members of the corporate association for the purpose of raising funds to meet the obligations of the corporate association. The amount to be raised shall be assessed pro rata on each member of the corporate association, and shall constitute a lawful claim against each member, and the payment thereof may be enforced by any lawful means. Whenever any judgment or judgments shall be obtained against the corporate association, and the funds in the treasury of the corporate association shall be insufficient to pay the same, it shall be the duty of the Board of Directors to cause an assessment to be levied upon the members of said corporate association in an amount sufficient to pay and discharge said judgment or judgments, and the amount of said assessment shall be apportioned and levied pro rata upon each member, and shall constitute a lawful claim against each member, so assessed, and the payment thereof may be enforced by any lawful means.
Whenever in the judgment of the Board of Directors the estimated revenues for the year shall be insufficient to meet and discharge the estimated liabilities accruing within the year, the Board of Directors shall have the power and authority to raise, by an assessment upon the members such an amount as in their judgment shall be necessary to meet the expenses and liabilities accruing within the year, and said amount shall be levied and assessed upon each member pro rata and shall constitute a lawful claim against each member so assessed, and the payment thereof may be enforced by any lawful means.
Section IV. Vacancies in the Board of Directors occurring within the year, shall be filled for the unexpired term by a majority of the remaining Directors at any special meeting called for that purpose, or at any regular meeting of the Board. If by reason of the absence, illness or other inability of one or more of the remaining Directors a quorum of the Board of Directors cannot be obtained, the remaining Directors of such corporation, or a majority of them, may appoint a member of such corporation to fill such vacancy, provided such vacancy shall have existed for six months, and such appointment filed in the office of the clerk of the County in which said corporate association is located, shall constitute such person a Director of such corporation, until in the next annual meeting of the Directors.
Section V. In case the entire Board of Directors shall die or resign, any member may call a special meeting in the same manner that the President may call such meetings, and directors for the unexpired term may be elected at such special meeting in the manner provided for their election, at the annual meetings.
Section VI. At any meeting of the Board of Directors each Director shall have one vote.
Section VII. The regular meetings and special meetings of the Board of Directors shall be called by the President Special meetings must be called by the President, Vice-President or Secretary, upon the written request of any Direct Notice of meetings both regular and special shall be given by serving upon each director in person or by mailing to him at his post office address, at least three days before the date therin designated for such meeting exclusive of the date of mailing, of a written or printed notice thereof, specifying the time and place
of such meeting. In case of special meetings, the notice shall also specify the business to be brought before the meeting and no business other than that specified in said notice, shall be transacted at any special meeting, except by unanimous consent of all the Directors present thereat.
Section VIII. Any one or more of the Directors may be removed either with or without cause at any time by a vote of two-thirds of the members at any special meeting called for that purpose.
Section I. The officers of the corporate association shall be a President, Vice-President, Secretary and Treasurer.
Section II. The officers of the corporate association shall be chosen annually by the Board of Directors immediately after the election of each new Board and shall hold office until their successors are duly chosen and qualified. The officers need not necessarily be directors of the corporate association.
Section III. Any officer may be removed either with or without cause and his successor elected at regular meeting or special meeting of the Board of Directors for that purpose provided not less than three directors vote in favor of such removal.
Section IV. The President shall preside at all meetings of the Board of Directors, and shall act as temporary chairman and call to order all meetings of the members. He shall have power: To sign and execute all agreements, contracts, mortgages and leases in the name of the association when authorized to do so by the Board of Directors: to countersign the corporate association's checks, notes and drafts when the same shall have been signed by the Treasurer, and he shall have the general management of the affairs of the corporate association and perform all the duties incidental to his office, or which are authorized or required by law.
Section V. The Vice-President: The Vice-President shall during the absence or disability of the President do an perform all the duties of the President as set forth in these By-Laws, or in the acts under which this association is organized and when so acting shall have all the powers and be subject to all of the restrictions thereof given or imposed upon the President.
Section VI. The Treasurer shall have the care and custody of all the funds and securities of the corporate assocation, and shall deposit such funds in such bank or banks as shall be designated by the Board of Directors. He shall have the power to sign the corporate association's checks, notes or drafts, but the same must be countersigned by the President or Vice-President in the absence or inability of the President to act. He shall keep at all times proper books of account showing the receipts and disbursements of the corporate assocation, and shall take and receive vouchers or receipts whenever paying any bill or account of the corporate association, and shall be at all reasonable times exhibit his books and accounts to any Director or member of the corporate association. He shall perform all the duties appertaining to the office of Treasurer. The Treasurer shall keep a membership book containing the names alphabetically arranged of all persons who are members of the corporate association and said book shall be kept by the treasurer in such a manner as to show at any time which of said members have not paid the annual dues or assessments levied against him or any part thereof. In the absence or disability of the Treasurer, the Board of Directors may appoint a treasurer pro tem, who shall have such powers as shall be given him by the Board of Directors.
Section VII. The Secretary shall keep the minutes of the Board of Directors, and also the minutes of the meetings of the members. He shall attned to the giving and serving of all notices of the corporate association and shall have custody of the minutes of the Director's meeting, the minutes of the members' meeting, the By-Laws, membership list of the corporate association and such other books and papers as the Board of Directors may direct. He shall attend to such correspondence as may be assigned to him and perform all the dutied- incidental to his office. He shall keep a membership book containing all the names alphabetically arranged of all persons who are members of the corporate association, showing their places of residence and the dates they became members of the corporate association, and such books shall be open for the inspection of any director or member of the corporate association. In the absence of the Secretary the Board may appoint a Secretary pro tem, who shall have the powers and be subject to the duties of the Secretary for so long as the Board may direct.
Two inspectors of election shall be elected at each annual meeting of the members to serve for one year, and if any inspector shall refuse to serve or shall not be present, the meeting may appoint an inspector in his place. No director shall be eligible to election of appointment as an inspector of election. Inspectors for the first year shall be appointed by the Board of Directors.
The seal of the association shall be as follows:
CHECKS, NOTES & c
All bills, notes, checks or other negotiable instruments shall be made in the name of the corporate association, and shall be signed by the Treasurer and countersigned by the President. No officer or agent of the corporate association either singly or jointly with others shall have the power to make any bill payable, note or check or other negotiable instrument or endorse the same in the name of the corporate association, or contract or cause to be contracted any debt or liability in the name of the corporate association, except as herin specifically prescribed and provided.
WAIVER OF NOTICE:
Whenever under the probisions of these By-Laws or any of the corporate laws, the members or directors are authorized to hold any meeting after notice or after the lapse of any prescribed period of time, such meeting may be held without notice and without such lapse of time, provided a written waiver of such notice is signed by every person entitled to notice, or provided all of the persons entitled to notice are present at said meeting.
These By-Laws may be amended at any meeting of the members by a two-thirds vote of all the members present thereat, provided that the proposed amendments are inserted in the notice of said meeting mailed to the members and a copy of each amendment adopted by the members of the corporate association shall be sent to each member within ten days after the adoption of the same.
*Roger Murphy '23
*R. B. Curtiss '23
*C.L. VanGiesen '24
*C.M. Bay '24
*Carl R. Bye '22
Ray R. Funkein '24
*Gerald Lockrow '23
*Lawrence H Van Dusen '24
Henry N. Gurley '24
*Herbert A. Shay '23
*Stanley W. Tyler '24
*John W. Oehrli '24
*Herbert P. Koepke '24
*J.M. MacCrea '22
GT wiel '23
Joh Thom Gilboson '24