By-Laws

These are the By-Laws of The Xi of Theta Xi Alumni Association

THE XI OF THETA XI ALUMNI ASSOCIATION

THETA XI FRATERNITY

BY-LAWS

ARTICLE I: MEMBERSHIP

Section 1 -- The membership of the Xi of Theta Xi Alumni Association (hereafter “Association”) shall consist of all alumni members of the Xi Chapter of the Theta Xi Fraternity who are in good standing with the Chapter and the Association.

Section 2 -- "Member(s) in good standing" shall mean any member of the Association who has paid his current annual dues to the Association.

Section 3 -- Any duly initiated member of any other chapter of Theta Xi Fraternity, who is in good standing, may become a member of the Association by a two-thirds (2/3) vote of the Board of Directors.

Section 4 – Any non-alumni recommended by an alumni member may be elected directly into alumni membership upon receiving the majority approval of the membership, as long as the candidate has never been initiated into another general college fraternity.

Section 5 -- The voting power of each member of the Association shall be equal to that of every other member of the Association. Each member in good standing shall be entitled to one vote upon all propositions submitted to the members.

Section 6 -- The voting power of each member of the Association shall be equal to that of every other member of the Association. Each member in good standing shall be entitled to one vote upon all propositions submitted to the members.

Section 7 – Any member of the Association may withdraw therefrom at his pleasure and shall not be held responsible for any obligations of the Association thereafter incurred. A member may be expelled by a two-thirds (2/3) vote of the members of the Association.

ARTICLE II: GOVERNMENT

Section I -- General management and control of the affairs, funds, and property of this Association shall be vested in a Board of Directors, which shall be elected at the annual meeting of the Association.

Section 2 -- The Board of Directors shall consist of a minimum of six (6) Alumni members in good standing, including four (4) Officers and at least two (2) Directors. The Board of Directors will also include two (2) undergraduate members in good standing of the Xi Chapter while the chapter is active. The Association members of the Board of Directors shall be nominated by the nominating committee as hereinafter set out, provided that any three (3) members in good standing may nominate any other member in good standing for Director by submitting the name of the nominee in writing and approved/signed by the three (3) members to the Secretary at the annual meeting prior to the time of balloting.

The two (2) undergraduate members of the Board of Directors shall be the duly elected President and Secretary of the Xi Chapter.

Section 3 -- Directors shall assume office at the adjournment of the annual meeting at which they are elected and shall serve for two (2) years or until their successors are elected and accept office. In even years the President, Secretary, and at least one Director will be elected and in odd years the Vice President, Treasurer, and at least one Director will be elected.

Section 4 -- The Board of Directors shall meet upon the call of the President, or upon the request in writing of any three (3) members of the Board of Directors, at such time and place (including audio/video conference) as the President of the Board of Directors may designate, provided that notice thereof shall have been given to all members of said Board of Directors not less than three (3) days prior to said meeting.

Section 5 – Four (4) members of the Board of Directors shall constitute a quorum sufficient for the transaction of all business.

Section 6 -- A majority vote of all the members of the Board of Directors shall be required for the settlement of all questions regarding the purchase or transfer of property.

Section 7 -- During the tenure of his office, should it become impossible for the President to fulfill his duties, his office may be vacated by resignation accepted by a majority vote of the Board of Directors. The Vice President will then accede to the office of President and a new Vice President shall be elected by the Board of Directors.

During the tenure of his office should it become impossible for any alumnus member of the Board of Directors to fulfill the duties of his office, his office may be vacated by resignation accepted by a majority vote of the Board of Directors.

Vacancies among alumni members of the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors from among the members in good standing of the Association and such appointment shall be for the remainder of the unexpired term. Should a vacancy occur with the two undergraduate members, the newly elected undergraduate officer(s) will automatically take their place on the Board after becoming duly elected to their respective office(s) by the undergraduate Chapter.

Section 8 -- The Board of Directors shall set the amount of the annual dues to be paid by members of the Association.

Section 9 -- The Board of Directors shall have the power to establish permanent or ad hoc committees and to elect or appoint all necessary officers or committee chairmen not otherwise herein provided and to employ agents, factors, clerks and workmen, to require any of them to give such bond for the faithful discharge of their duties, to dismiss any appointed officer, committee, or employee. and to generally control all the offices and officers of the Association.

Section 10 -- The Board of Directors, in addition to the powers and authority herein expressly and specifically conferred upon it, may exercise any and all such other powers and do such other things as it may be lawfully authorized or required to do by the laws of the State of Iowa.

ARTICLE III: MEETINGS

Section I -- The Association will hold no fewer than one (1) official Board meeting annually. All meetings of the Association are open to all members unless established as a closed meeting by a two-thirds (2/3) majority vote of the Board. The annual meeting for the election of directors and the transaction of business shall be held on a date as established by the Board. Notice in writing of such annual meeting shall be given to all members not less than fifteen (15) days prior to the date of such annual meeting.

Section 2 -- Social or educational meetings may be called by the Association upon a five (5) day notice, but such meetings shall be purely social or educational and no business shall be transacted.

Section 3 - Special meetings of the Association may be called by the President or any four (4) members of the Board of Directors, or upon written petition to the President of the Board of Directors by a minimum of fifteen (15) members in good standing. Notice of such special meeting must have been sent to each member in writing, not less than fifteen (15) days prior to the date of such meeting. No business other than that for which said meeting was called shall be transacted at such meeting.

Section 4 -- A majority vote of all members in good standing present or represented

by proxy at a legally constituted meeting shall be sufficient for the settlement of all questions coming before the meeting.

Section 5 -- The order of business shall be:

1. Roll call

2. Approval of the minutes of the last meeting

3. Reports of Officers

4. Reports of the Board of Directors

5. Reports of Committees

6. Unfinished Business

7. New Business

8. Election of Directors

9. Remarks

10. Adjournment

ARTICLE IV: OFFICERS

Section I -- The officers of the Association shall be a President, Vice President, Secretary, and Treasurer, each of whom shall be a member in good standing. They shall be elected at the annual meeting of the Association.

Section 2 -- The President shall preside at all meetings of the Association and the Board of Directors. He shall, with the Secretary, sign all written contracts and obligations of the Association. He shall appoint all committees with the concurrence of the Board of Directors.

Section 3 -- The Vice President shall assist the President and perform the duties of the President in the absence of that officer and shall succeed to the presidency if that office becomes vacant. The Vice President shall oversee the production and dissemination of the Association’s official newsletter which shall be produced at least annually.

Section 4 -- The Secretary shall keep the records and proceedings of all meetings of the Association and of the Board of Directors. He shall have custody and be charged with the safekeeping of the corporate seal and all records, papers, and documents of the Association. He shall keep and maintain at all times a current list of the members in the Association, and such list when certified by the Secretary and the Treasurer, shall be prima-facie evidence of the right of the persons named therein to participate in the affairs of this Association as members in good standing. He shall see that all reports or other documents required by any competent governmental authority are properly and timely filed on behalf of the Association. He shall also have the power to affix the seal of the Association to any instrument requiring such seal and the Secretary's signature.

Section 5 -- The Treasurer shall keep a full and accurate account of the receipts and disbursements of the Association on the books belonging to the Association, and he shall deposit in such bank or banking institutions as may from time-to-time be selected by the Board of Directors all funds, monies, and other valuable effects of the Association in the name and to the credit of the Association. He shall be the chief disbursing officer of the Association. He shall render to the Board of Directors at least annually, and more often if required, a complete and accurate account of such transactions. He shall keep the President advised of any expenditure to be incurred or funds to be provided, in order that the President may make arrangements for the consummation of such financial matters. He shall with the Secretary annually certify a list of all members of the Association who are in good standing. He shall assure that all Federal, State, and Local Tax Forms are filed in a timely manner following each fiscal year.

Section 6 -- All officers shall also perform such other duties as the Board of Directors may, from time to time, direct.

ARTICLE V: COMMITTEES

Section 1 -- The President of the Association may, with the concurrence of the Board of Directors, appoint various committees, standing and/or ad hoc, to carry out the program of the Association.

Section 2 -- The Nominating Committee shall be appointed by the President with the approval of the Board of Directors and shall consist of three (3) members in good standing, no more than one of whom shall be an officer or director of the Xi Alumni Association of Theta Xi. This committee shall recommend candidates for the alumni members of the Board of Directors to be elected at the annual meeting.

ARTICLE VI: AMENDMENTS

Section 1 -- The By-Laws may be amended by a two-thirds (2/3) vote of all the members in good standing present or represented by proxy at any legally constituted annual or special business meeting of the Association, provided that notice in writing of such amendment shall have been given to all members not less than fifteen (15) days prior to the date of said meeting.

ARTICLE VII: DISSOLUTION

Upon dissolution, voluntarily or involuntarily, all the property and assets held by this Association at that time, after the payment of all just debts, shall be distributed in whole to the Theta Xi Fraternity, a Missouri Not-For-Profit Corporation, to be held by the Grand Lodge and Board of Directors of that said corporation for a period of not less than ten (10) years in any fund administered by that said Grand Lodge and Board of Directors to be returned to a duly constituted association or corporation formed for the purpose of re-establishing a Theta Xi Chapter in connection with the University of Iowa or its successors. If at the end of ten (10) years it has not been possible to re-establish a Theta Xi Chapter at the University of Iowa, or its successors, the assets being held by the Grand Lodge and Board of Directors shall be paid into any non-current-expense fund administered by that said Grand Lodge and Board of Directors or to the Theta Xi Foundation, as decided in regular meeting of the said Grand Lodge and Board of Directors. In the event that the Theta Xi Fraternity, a Missouri Not-For-Profit Corporation, or the Theta Xi Foundation, are no longer in existence or for any reason fail to continue in operation as nonprofit and educational institutions, refuse to accept the funds so designated, or are incapable of receiving such assets, distribution of assets remaining at that time shall be made to the University of Iowa Foundation, for the purpose of establishing a general scholarship fund in the name of the Theta Xi Fraternity to be administered, regulated and used in perpetuity under the rules and regulations set forth by the governing authority of the University Endowment Association in consultation and agreement with appropriate administrative officers of the University of Iowa, or its successors.

Date Revised: May 24, 2022

Date Adopted: May 24, 2022