The name of this Association is Tennessee Kappa Alumni & Volunteer Corp. (“the Association”).
The purpose of the Association, as set forth in the Articles of Incorporation, is to support and promote the Sigma Phi Epsilon Fraternity chapter at the University of Tennessee at Martin.
The Association shall be governed by a Board of Trustees (“the Board”), selected by members in good standing of the Association, as hereinafter defined. The Board shall be comprised of no fewer than five, nor more than fifteen, elected trustees. In the event of a tie vote, any motion shall be deemed defeated.
The Chapter Counselor and Balanced Man Steward shall only serve as nonvoting members of the Association; additionally they shall not serve as an elected officer or trustee of the Board or Association.
Individuals who are still enrolled as an undergraduate student at the University of Tennessee at Martin shall not serve in any capacity, voting or non-voting, for the Association.
The principal office of the Association shall be in the same location as the Sigma Phi Epsilon chapter house (if any) at the University of Tennessee at Martin; however, the Board may designate another address for service of process and/or receipt of corporate correspondence, or change the address of said designation, without such action being considered an amendment of these bylaws. If there is no chapter house, then the principal office shall be the address designated for service of process.
Individuals eligible for membership in the Association are limited to:
a) Any person who has been initiated into, and remains in good standing with, the Tennessee Kappa Chapter (the "Chapter") of Sigma Phi Epsilon Fraternity, a not-for-profit fraternity chartered in accordance with the Bylaws and Administrative Policies and Procedures of Sigma Phi Epsilon Fraternity, a Virginia not-for-profit corporation (the "national Fraternity"), and under the regulations of the University of Tennessee at Martin, and which person is not an undergraduate at the University of Tennessee at Martin or at any other college or university; or
b) Any person who is a member of the national Fraternity as defined in Article V of the Constitution of the national Fraternity; or
c) Any person who by majority vote of Association members present at any regular meeting of the members of the Association is elected to honorary membership in the Association.
Any individual eligible for membership, pursuant to the preceding section, shall be required to complete an application form and pay an annual membership fee determined by the Board of Trustees, in order to become or remain a member in good standing of the Association. Membership fees, if any, may vary among, but not within, each membership category.
- (a) The application should be created by the current Association President and a committee that consists of the following members:
- (i) AVC Secretary
- (ii) Undergraduate Chapter President
- (iii) Two other members of the Board of Trustees that are not on the Executive Council
- (b) The application shall be created and ready for distribution no less than 20 days before the annual Association meeting
- (c) Membership fees shall be determined by the Board of Trustees no less than 20 days before the annual Association meeting.
- (i) Membership fees shall not exceed $25 per year per member
- (ii) Membership fees shall be due no later than the commencement of the annual meeting of the Association.
The Board of Trustees is authorized to enforce compliance with the provisions of the Articles of Incorporation, these Bylaws, and any policies, rules of conduct, or regulations governing the Association as promulgated by the Board of Trustees from time to time and may suspend or expel a member thereof upon a two-thirds (2/3) vote of the Board of Trustees after thirty (30) days notice has been given to the member of the grounds for removal and an opportunity is afforded to be heard at least ten (10) days prior to such suspension or expulsion from membership. Upon request of the member, a right of appeal to the membership shall be granted at the next meeting of the membership following the imposition of the penalty.
The annual meeting of this Association shall be at such location, date and hour as may be set by the Board of Trustees each year, but shall be no later than the end of August, for the purpose of the election of trustees, and for such other business as may come before such annual meeting.
Special meetings of the Association may be called by the president, by a majority of the Board of Trustees, or by fifty (50) or more members in good standing, by filing with the secretary a written call for such meeting, stating the time and place and object thereof, and at such meeting only the specific business mentioned in the call shall be acted upon. If a special meeting is called by members, the request shall be submitted in writing, specifying the purpose of the meeting, and shall be sent by registered mail to the president at the Association's principal office. The president forthwith shall cause notice to be given to the members entitled to vote that a meeting will be held, and the date for such meeting, which shall be not less than 35 or more than 90 days following the receipt of the request. If the notice is not given within the 14 days after receipt of the request, the persons requesting the meeting may give the notice.
The secretary shall electronically transmit to each member of the Association at his or her last known email address a notice of the holding of any meeting not less than 20 nor more than 90 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the purpose of the meeting, or (ii) in the case of the annual meeting, a list of the nominees for trustees and any other matter which the Board of Trustees intends to present for action by the members. The notice of meeting shall also state that no business other than that stated in the call may be transacted, and that Robert's Rules of Order shall govern the conduct of meetings.
At all meetings, only members in good standing shall be entitled to vote. Proxy voting may take place through email or phone.
At any meeting of this Association, five (5) members must be present in person to constitute a quorum for the transaction of business. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting shall be the act of the members, unless the vote of a greater number is required by Tennessee Nonprofit Corporation law, or the then-current edition of the Sigma Phi Epsilon Bylaws and Administrative Policies and Procedures.
The members of the Association shall at each annual meeting elect no more than five members to the Board of Trustees, and such members shall hold office for three (3) years. Upon petition of any three members in good standing, the name of any other member in good standing may be entered into nomination, provided such petition shall have been presented to the secretary before the annual meeting is called to order. Only such members as shall have been nominated in the previously mentioned manner shall be eligible for election. In the event of a lack of quorum for the annual meeting, the Board of Trustees shall elect the members from the list of nominees.
The Board of Trustees may, at its discretion, appoint a replacement Trustee when a vacancy exists on the Board for any reason. A Trustee appointed in this manner shall serve the remainder of the unexpired term.
The president, or in his or her absence, the vice president, shall preside, and the secretary shall act as secretary at each Association meeting. In their absence, the members of the Association shall appoint the necessary substitutes by majority vote.
Subject to the provisions of the Tennessee Nonprofit Mutual Benefit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the members, the business and affairs of the Association shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Trustees.
The Trustees shall elect all officers of the Association and appoint all of its agents at their first Trustees meeting following the annual meeting of the Association. Such elections and appointments shall be for a term of one year. Any vacancy occurring on the Board, or among the officers or agents of the Association, may be filled by the Board of Trustees at any meeting. In the absence of a quorum at said meeting, the president shall order the secretary to take ballots by electronic mail, and such election shall be lawful.
A quorum of the members of the Association may, by a majority vote, demand the resignation of any Trustee of the Association, and upon refusal to tender such resignation may, by further specific vote to that effect, dismiss said Trustee from office, and elect his or her successor by nominations prescribed by Article IV, Section 6. Any Trustee so elected shall have the same powers and privileges as his or her predecessor.
No person shall be ineligible for the office of Trustee merely because they are not a member of the Association.
The regular meeting of the Board of Trustees shall be held immediately following the annual meeting of the Association. The Trustees may adjourn this annual Trustees' meeting for a period that may suit the convenience of the Board of Trustees, not to exceed thirty days.
Special meetings of the Board of Trustees may be held at any place, and may be called at any time by the president, by the secretary, or by a majority of the Board of Trustees, by filing with the secretary a written or printed notice stating the time and place thereof.
At all meetings of the Board of Trustees, a majority of the Trustees shall constitute a quorum for the transaction of any business, but in the absence of a quorum, a smaller number may adjourn the meeting to another day and hour.
A majority vote of all Trustees present in person or via teleconference shall be necessary to carry any motion except as provided in Section 7 of this Article in regard to adjournment.
At each annual meeting of this Association, the Board of Trustees shall present a financial statement of receipts and disbursements, and of the assets and liabilities of the Association, and a report of the financial condition. Copies of each shall be provided to the undergraduate chapter president, district governor, and Grand Chapter.
The Board of Trustees may formulate its own rules for the conduct of its business.
In any case requiring immediate action, the Board of Trustees may pass any resolution within its powers by a majority vote of the Board by mail, electronic mail, computer-based voting, or facsimile. Such resolution shall be lawful and binding, providing that the secretary mails, e-mails, or faxes a copy of the same to each Trustee for vote.
Neither the Trustees nor the officers shall be personally liable for the debts, liabilities, or other obligations of the Association.
(a) To the extent that a person who is, or was, a trustee, director, officer, or other agent of this Association has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Association, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. (b) If such person either settles any such claim or sustains any such judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this Association, but only to the extent allowed or permitted by Tennessee law.
The officers of this Association shall be president, vice president, secretary and treasurer, who shall be elected by the Trustees from among their numbers and said officers shall perform the usual duties pertaining to their respective offices. Said officers shall be elected at the first meeting of the Board of Trustees following the annual meeting of the Association, and shall hold office for one year.
The Board of Trustees is authorized to enforce compliance with the Articles of Incorporation, these Bylaws, and any policies, rules of conduct, or regulations of this Association as promulgated by the Board of Trustees from time to time, and may suspend or expel an officer or member thereof upon a two-thirds vote of the Board of Trustees after thirty (30) days notice has been given to him of the grounds for removal and an opportunity is afforded to be heard at least ten (10) days prior to the vote on suspension and/or expulsion. Upon request of the officer or trustee, a right of appeal to the membership of the Association shall be granted at the next meeting of the membership following imposition of the penalty.
The Trustees may, by resolution, require any of said officers of the Association to give a bond or bonds to this Association with good and sufficient security for the faithful performance of their respective duties and offices, but the Association shall pay the necessary premiums of such bonds.
The duties of the president shall be as follows:
- (a) The president shall preside at all meetings of the members of this Association, and at all meetings of the Board of Trustees.
- (b) The president shall have general supervision and direction over all other officers of the Association, and shall see that their duties are properly performed.
- (c) The president shall at his or her discretion appoint all standing and special committees of the Association to serve for a period of time not to exceed his or her current term. Such committees may be altered or disbanded by resolution. Committee members need not be members of the Association or Board of Trustees.
- (d) The president shall execute, acknowledge, and deliver in the name of the Association, all deeds, certificates, contracts, or other instruments necessary in carrying on the affairs of the Association when he or she shall be so specifically authorized by vote of the Board of Trustees. He or she shall also have the power to attach the seal of the Association to any instrument requiring such seal.
- (e) The president shall also perform such other duties as may be assigned to him or her by the Board of Trustees, or by amendment to these bylaws.
The duties of the vice president shall be as follows:
- (a) The vice president shall, in the absence of the president, be vested with all his or her powers and have authority to perform all his or her duties. The vice president shall also act as an ex officio member on any and all standing and special committees of the Association.
The duties of the secretary shall be as follows:
- (a) It shall be the duty of the secretary to keep the records and proceedings of all meetings of the Association and of the Board of Trustees.
- (b) The secretary shall have the custody, and be charged with the safekeeping, of all records, papers, documents, and books of the Association.
- (c) The secretary shall serve all notices required either by law or by the bylaws of this Association.
- (d) The secretary shall keep and maintain at all times a roster of the members in good standing of the association, and such list, when certified by the secretary, shall constitute prima facie evidence of the right of the persons named therein to participate in the affairs of this Association as members thereof.
The duties of the treasurer shall be as follows:
- (a) It shall be the duty of the treasurer to keep a full and accurate account of the receipts and disbursements of the Association on the books belonging to the Association, and he or she shall deposit in such bank or banking institutions, as may from time to time be selected by the Board of Trustees, all funds and monies and other valuable effects of the Association in the name and to the credit of the Association.
- (b) The treasurer shall be the chief disbursing officer of the Association. He or she shall make proper vouchers and receipts for such disbursements and shall render to the Board of Trustees, at least annually and more often if required, a complete and accurate account of such transactions.
- (c) The treasurer shall keep the president advised of any expenditures to be incurred or funds to be provided, in order that the president may make arrangements for the consummation of such financial matters.
- (d) The treasurer shall also perform such other duties as the Board of Trustees may, from time to time, direct.
- (e) The treasurer shall, at the completion of his or her term, turn over all records pertaining to the Association to his or her successor, and the Board may conduct an audit of those records. A copy of the completed audit, if any, shall be provided to the undergraduate chapter president, district governor and Grand Chapter.
In the event of absence, inability, or refusal to act as any officer of this Association, the Board of Trustees may appoint one of its number to perform his or her duties.
CONTRACTS: The Board of Trustees may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Association, and such authority may be general or confined to specific instances.
LOANS: No loans shall be contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
CHECKS AND DRAFTS: All checks, drafts or other orders for the payment of money issued in the name of the Association shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
The Association shall keep in secure online storage, at its principal office, or at such other location as has been designated pursuant to Article II, Section 2, the original or a copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
The accounting books, records and minutes of proceedings of the members and the Board of Trustees and any committees shall be kept in secure online storage, at the principal office of the Association, or at such other location as has been designated pursuant to Article II, Section 2. The minutes and accounting books and records shall be open to inspection on the written demand of any member, at any reasonable time during usual business hours, for a purpose reasonably related to the member's interests as a member.
Every trustee shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind, and the physical properties of the Association, except for the personnel records of employees (if any). This inspection by a trustee may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
Pursuant to Article V, Sections 22 and 23 of the Bylaws of the National Fraternity, any and all assets, funds or other property, whether personal or real, cash or non-cash, which are held by or titled to the Association or any of its affiliates or subsidiaries, are trust funds which shall be held, managed and administered by the Association for the benefit of the local undergraduate Chapter and to promote the ideals and interests of the National Fraternity, all in accordance with the charter, Bylaws and Administrative Policies and Procedures of the National Fraternity.
Further, legal title to all land, buildings and furnishings therein acquired and/or occupied for use by the Chapter is to be held in the name of the Association, and such property shall be held in trust for the benefit of the Chapter.
This property is considered trust property, and upon the dissolution, forfeiture, withdrawal or suspension of the undergraduate Chapter charter, whether voluntary, by surrender of charter, or involuntary, by forfeiture or withdrawal of charter pursuant to the Bylaws or Administrative Policies and Procedures of the National Fraternity, such property shall be transferred, whether by deeds of conveyance, bills of sale or by transfer of ownership and control of the Association to the National Fraternity or its affiliates, to be held by the National Fraternity or its affiliates in accordance with the Chapter Continuation Fund of the National Fraternity for a period of twenty-one (21) years for the purpose of reactivating the undergraduate chapter and for the other purposes set forth in the Administrative Policies and Procedures of the National Fraternity.
Notwithstanding Article V above, the Board of Directors of the National Fraternity shall have the power (a) to remove any or all of the members of the Board of Trustees who fail(s) to comply with these Bylaws or with any of the provisions of the National Fraternity's Bylaws or Administrative Policies and Procedures; and (b) to appoint substitute board member(s) in the place of such removed member(s), until the Association can qualify and elect new board member(s) in accordance with these Bylaws.
These Bylaws and any part thereof may be amended by a vote of the members present, three-fourths of the quorum concurring, at any Association meeting, provided a written notice of the proposed amendment(s) shall have been electronically mailed by the secretary to every member not less than 20 nor more than 90 days before the date of the meeting at which the action is to be taken.
In the absence of a governing provision in these Bylaws or in the laws of the State of Tennessee, the Association shall be guided by the then-current edition of the Bylaws and Administrative Policies and Procedures of the Sigma Phi Epsilon Fraternity.
CERTIFICATE OF SECRETARY OF THE ALUMNI AND VOLUNTEER CORPORATION OF THE TENNESSEE KAPPA CHAPTER OF SIGMA PHI EPSILON FRATERNITY, INC., a Tennessee Nonprofit Corporation
I hereby certify that I am the duly elected and acting secretary of said Association and that the foregoing Bylaws, comprising nine (9) numbered pages, constitute the Bylaws of said Association as duly adopted at a meeting of the Association held on August 18, 2020.
AVC Secretary ___________________________ Dated: ____________________