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This organization shall continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the state.
Section 1 - General Powers. The business of this organization shall be managed by its Board of Directors.
Section 2 - Number & Tenure. The number of directors of this organization shall be no less than six and no more than ten. The initial board shall be comprised of the six persons named in the Articles of Incorporation. Of the original Board of Directors, two shall serve for a period of one year, two for a period of two years and two for a period of three years. The Board of Directors shall determine by lot the length of each Board member's initial term. Thereafter, each newly elected director shall serve for a term of three years. Each director shall hold office until his successor shall have been elected. The number of directors may be increased or decreased from time to time by the amendment of this section; but no decrease shall have the effect of shortening the term of any incumbent director. The term of office of newly elected members shall commence on the July 1, subsequent to such person's election, unless a director is elected to fill a vacancy, in which case the term shall commence immediately upon such election.
Section 3 - Qualifications and Election of Directors. Directors shall be elected from the membership of the organization. A person becomes a member of the organization either by making an annual contribution of at least thirty dollars, or by becoming a life member upon such terms and conditions as may be established by the Board of Directors. Members of the Board shall nominate and elect the directors pursuant to such rules as may be established by the Board.
Section 4 - Advisors. The National President of Beta Sigma Psi Fraternity and the Executive Director of the Fraternity shall be ex-officio, non-voting members of the Board of Directors.
Section 5 - Vacancies. All vacancies on the Board of Directors shall be filled in accordance with the methods stated in Section 3 above.
Section 6 - Meetings. Meetings of the Board of Directors shall be held at such time and place as may be directed by the President of the Board or by call of a majority of the Board.
Section 7 - Notice. Notice of any meeting shall be given at least five days previous thereto by written notice to each director. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting.
Section 8 - Quorum. A majority of the number of directors fixed by these By-Laws shall constitute a quorum for transaction of business at any meeting of the Board of Directors.
Section 9 - Indemnity.
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A. Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the Foundation, or of any Corporation or Foundation in which he served as such at the request of the Foundation, shall be indemnified by the Foundation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein, that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.
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B. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, director or employee may be entitled apart from the provisions of this section.
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C. The amount of indemnity to which any officer, director or employee may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.
Section 1 - Officers. The officers of this organization shall consist of a President, Vice-President, Secretary, Financial Secretary, and Treasurer.
Section 2 - Executive Committee. The executive committee shall consist of the officers of the corporation. The executive committee shall have power to act in an emergency without prior notice to all board members for the best interests of the organization.
Section 1 - President. The President shall preside at all meetings of this organization and shall perform such other duties as are necessary and incidental to the general supervision of the interest and welfare of the Board of Directors and this organization.
Section 2 - Vice-President. The Vice-President shall perform the duties of the President in his absence and such other duties that the President may direct.
Section 3 - Secretary. The Secretary shall record all proceedings of the organization and send out necessary notices. He shall maintain a list of members of this organization as defined by Article II, Section 3 of these By-Laws. he shall assist in the maintenance of the historical files of this organization which shall be located at the Fraternity Headquarters Office of Beta Sigma Psi Fraternity.
Section 4 - Financial Secretary. The Financial Secretary shall research the proper investments of the organization's funds. He shall, with approval of the Board of Directors, direct the establishment of endowments, trusts, bequests, and other long-term financial accounts as may be created from time to time. He shall ensure that the proper tax forms and financial records are filed each fiscal year with the appropriate authorities.
Section 5 - Treasurer. The Treasurer shall have custody of all sums of money not invested in long-term financial programs. He shall provide such financial statements necessary for the operation of this organization.
Section 1 - Loans and Grants. Loans and grants shall be available to undergraduate and graduate students who are enrolled as a full time student in a higher educational institution, who excel in scholarship and who require financial assistance to enable such individual to meet the expense of higher education in pursuit of an academic degree.
Section 2 - Amount and Terms. The amount and conditions of any loan or grant shall be determined by the Board of Directors.
Section 1 - Name. The name of this organization is: Beta Sigma Psi Educational Foundation.
Section 2 - Registered Office and Registered Agent. The registered agent and the address of the registered agent is
initially as designated in the Articles of Incorporation. The registered agent and the address of the registered agent may be changed from time to time by the Board of Directors. Any change in the registered agent or registered office shall be reported to the Secretary of State of the State of Illinois.
These By-Laws may be amended at any time by a three-fourths vote of the Board of Directors; such other By-Laws as may from time to time be considered necessary for the operation of this organization may be adopted at any time by a three-fourths vote of the Board of Directors
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