Current Organization

 THETA CHI ALUMNI ASSOCIATION OF ALPHA CHI CHAPTER OF SYRACUSE, NEW YORK, INC. (APRIL 2014)
(PREVIOUS) ALPHA KAPPA EPSILON ASSOCIATION OF SYRACUSE, NY, INC. (NOV. 1923) 

 ARTICLE I.

The corporate name of this Company shall be THETA CHI ALUMNI ASSOCIATION OF ALPHA CHI CHAPTER OF SYRACUSE, NEW YORK, INC. (APRIL 2014) UNDER THE NEW YORK STATE DEPARTMENT OF CORPORATIONS

ARTICLE II.

OBJECT AND PURPOSE

The object and purpose of this corporation, shall be as stated in its Certificate of Incorporation.

ARTICLE III.

QUALIFICATIONS OF MEMBERS

Section I. Every person, who heretofore has been, now is, or shall hereafter become a member of THETA CHI ALUMNI ASSOCIATION OF ALPHA CHI CHAPTER OF SYRACUSE, NEW YORK, INC. shall be eligible for membership in this corporation, and may become a member thereof by paying the 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 his 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 waived for all Association members 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 ($25.00) 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. 

 ARTICLE IV.

MEETINGS OF MEMBERS

Section I. The annual meetings of the members of this corporate association, shall be held at the Chapter House of the THETA CHI ALUMNI ASSOCIATION OF ALPHA CHI CHAPTER OF SYRACUSE, NEW YORK, INC. in the City of Syracuse, New York on the Saturday of Homecoming week of Syracuse University in each and every year at for the election of directors and for the transaction of such other business as may properly come before the meeting.

All notices and other communications shall be provided using postal mail and/or electronic mail to the member to his post office address and/or his electronic mail address, as the same appears on the books of the Association. Agendas, minutes and other meeting documentation shall be provided using postal mail and/or electronic mail and/or posting on the fraternity website. The website of the fraternity shall be www.thetachisu.com The Directors may opt, from time to time at their majority decision, to hold special meetings via online communication methods. Such methods shall be permitted consistent with their authority enumerated in Art. V, Sect. II.

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 or by electronic means, postage prepaid, at least five days before such meeting, a copy of such notice addressed to each member 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 the President.
5 - Report of the Treasurer.
6 - Report of the 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 Statute; shall be determined by a majority vote of the members present 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 payment of dues, which were payable or assessments levied against him, prior to the date of his expulsion.

ARTICLE V.

DIRECTORS

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 the 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 I: Each Director shall be a member of the corporate Association in good standing.

Section II: No Directors are required to reside in the City of Syracuse, NY.

Section III: All Directors shall be alumni of Syracuse University of State University of New York, College of Environmental Science and Forestry.

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 a majority of the whole Board of Directors shall constitute a lawful 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. Vacancies in the Board of Directors occurring with the year, shall be filled for the unexpired term by a majority vote 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, provide 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 IV. In the 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 meeting.

Section V. At any meeting of the Board of Directors such Director shall have one vote.

Section VI. 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 Director. 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 or to him electronically at his designated electronic-mail address, at least three days before the date therein designated for such meeting exclusive of the date of mailing or notice, 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 VII. 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.
 

 ARTICLE VI.

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 associationâ 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 and 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 power 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 association, 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 associationâ 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 association, and shall take and receive vouchers or receipts whenever paying any bill or account of the corporate association, and shall 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 paid the annual dues or assessments levied against him, and which of said members have not paint 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 attend to the giving and serving of all notices of the corporate association and shall have custody of the minutes of the Directorâ s meeting, the minutes of the membersâ 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 duties 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.

ARTICLE VII.

INSPECTORS

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 or appointment as an inspector of election. Inspectors for the first year shall be appointed by the Board of Directors.

ARTICLE VIII.

SEAL

The seal of the association shall be as follows:

The upper two-thirds of the outer ring reading â THETA CHI ALUMNI ASSOCIATIONâ and the lower one-third of the outer ring reading â SYRACUSE, N.Y. INC.â The area inside the outer ring of lettering continues to read â INCORPORATED 1923â as previously.

ARTICLE IX.

CHECKS, NOTES, &c.

All bills, notes checks or other negotiable instruments shall be made in the name of the corporate association. Checks and other payments made on behalf of the Association shall be made by the Association's accountant, acting under the supervision of the Association's President and/or Treasurer. 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 to cause to be contracted any debt or liability in the name of the corporate association, expect as herein specifically prescribed and provided.

ARTICLE X
.
WAIVER OF NOTICE

Whenever under the provisions 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 person entitled to notice are present at said meeting.

ARTICLE XI.

AMENDMENTS

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.

(The following signatures are appended to the original copy of the By-Laws.)

Roger N. Murphy â 23
R. Burkett Curtis â 23
C. L. Van Giesen â 24
C. M. Bay â 24
Carl R. Bye â 22
Roy R. Jenkins â 24
S. Gerald Lockrow â 25
Laurence H. Van Dusen â 24
Henry H. Gurley â 24
Herbert A. Shay â 23
Willard W. Cooley â 24
Stanley W. Tyler â 24
John W. Oehrli â 24
Herbert P. Koepke ex-â 24
J. M. MacCrea, â 22
T. S. Wilson, â 23
Jas. Norman Gibson â 23
 

 AMENDMENTS MADE TO THE BY-LAWS

The numbering of amendments 1 through 7 inclusive was made chronologically after a thorough examination of the Alumni Associationâ s minute book covering the period from the incorporation in 1923 through the end of 1947.

AMENDMENT 1: When any member shall have been in good standing for a period of 15 years he shall be entitled to a life membership certificate and be relieved from the payment of any further financial obligation to the Association. The annual dues shall be $10 until they amount to the sum of $100.

This amendment was approved on June 9, 1924.

AMENDMENT 2: The date of the next meeting shall be left in the hands of the directors.

This amendment was approved on June 9, 1924 for the purpose of setting the date for the 1925 annual meeting.. Since the passage of this amendment, the Directors have re-asserted their right to set the dates of all meetings, including the annual meeting, on innumerable occasions. Three occasions on which the Directors set the dates of the annual meeting are recorded in the 1923â "1947 minute book. At the fourth annual meeting (November 14, 1926), it was decided that â the Annual Meeting of the members of this corporate association, shall be held at the Chapter House of Alpha Kappa Epsilon in the city of Syracuse, New York on the date of the Colgate game or on the following day unless otherwise specified by the Board of Directors.â At the fifteenth annual meeting (November 21, 1937), it was decided that â the success of the Spring Get-Togethers were such that it would seem advisable to hold the Annual Meeting at that time rather than at the Colgate Game and the meeting following the Colgate Game could be more of a social matter.â ¦â At a special meeting of the Board of Directors held on April 10, 1947, â it was regularly moved, seconded and carried that the annual meeting of the Theta Chi Alumni Association of Alpha Chi Chapter [be] held on May 10, 1947, at the Chapter House, 127 College Place.â ¦â By the mid-1970s and possibly earlier, the annual meeting was normally held in the fall during the Universityâ s Homecoming Weekend. In any case, the Board of Directors assumed the responsibility of setting the date of the annual meeting throughout the entire 1923â "1947 period.

AMENDMENT 3: Alpha Kappa Epsilon Fraternity, on and after April 21, 1928, shall be known as Theta Chi Fraternity, Alpha Chi Chapter, on April 21, 1928.

The installation of Alpha Kappa Epsilon at Syracuse University as the Alpha Chi Chapter of Theta Chi Fraternity took place on April 21, 1928.

AMENDMENT 4: The name of the corporation is changed from Alpha Kappa Epsilon Association of Syracuse, New York Inc. to Theta Chi Alumni Association of Alpha Chi Chapter of Syracuse, New York, Inc.

This Amendment originated as a motion moved, seconded and carried by a majority of the members during the annual meeting held on November 18, 1930. A Certificate of Name Change was filed on December 4, 1930. The name change took effect on December 17, 1930, as noted in the minutes of a special meeting of the board of Directors on April 19, 1931. The seal was changed at this time as well, with the upper two-thirds of the outer ring reading â THETA CHI ALUMNI ASSOCIATIONâ and the lower one-third of the outer ring reading â SYRACUSE, N.Y. INC.â The area inside the outer ring of lettering continues to read â INCORPORATED 1923â as previously.

AMENDMENT 5: The signatures of the President, Vice-President and Treasurer shall be required on all checks drawn against the bank account of the corporation after the new name has become effective.

This became effective on January 1, 1931, as noted in the minutes of a special meeting of the Board of Directors on April 19, 1931.

AMENDMENT 6: A life membership shall continue to be fixed at $100. All graduating members of Theta Chi [at Syracuse] shall automatically become members of the Alumni Association. The payment of $2.00 [or] more by any member during any fiscal year of the Association shall constitute such member in good standing for that period. Any and all payments made by any member shall be credited to his life membership.

This amendment was passed as a resolution at the Fourteenth Annual Meeting, held on November 22, 1936. The minimum payment of $2.00 or more per year to maintain good standing was reaffirmed at the Eighteenth Annual Meeting held on May 4, 1940.

AMENDMENT 7: During the [war] emergency, all checks should be drawn only by the treasurer.

This decision was made at a meeting of the Executive Committee of the Alumni Association on May 22, 1943 â as the other officers were in the service and in war work out of town.â This became inoperative when the war emergency ended with surrender of Japan on September 2, 1945.

AMENDMENT 8: All amendments not listed above and discovered at a future date are considered null and void.
This amendment is approved as of November 10, 2012.

AMENDMENT 9: The admission fee, as stated in Art. III, Sect. III, is waived for all Association members.
This amendment is approved as of November 10, 2012.

AMENDMENT 10: The annual dues, as stated in Art. III, Sect. IV, and Amendments 1 and 6, shall be $25.00. Payment of annual dues, as stated in the second sentence of Amendment 6, shall remain a requirement for a member of the Association to be in good standing.
This amendment is approved as of November 10, 2012.

AMENDMENT 11: Life memberships, as stated in Amendments 1 and 6, and otherwise, are abolished. Membership in the Association shall remain as stated in the second sentence of Amendment 6, viz., the payment of annual dues by any member during any fiscal year of the Association shall constitute such member in good standing for that period.
This amendment is approved as of November 10, 2012.

AMENDMENT 12: All notices and other communications shall be provided using postal mail and/or electronic mail to the member to his post office address and/or his electronic mail address, as the same appears on the books of the Association. Agendas, minutes and other meeting documentation shall be provided using postal mail and/or electronic mail and/or posting on the fraternity web site. The web site of the fraternity shall be www.thetachisu.com. The Directors may opt, from time to time at their majority discretion, to hold special meeting via online communication methods. Such methods shall be permitted consistent with their authority enumerated in Art. V, Sect. II.
This amendment is approved as of November 10, 2012.

AMENDMENT 13: Checks and other payments made on behalf of the Association shall be made by the Association's accountant, acting under the supervision of the Association's President and/or Treasurer.
This amendment is approved as of November 10, 2012.

AMENDMENT 14: Art. V, Sect. III, detailing assessments which can be levied by the Directors against Association members in case of insufficient funds, is repealed.
This amendment is approved as of November 10, 2012.

AMENDMENT 15: Art. V, Sect. I, for the composition and requirements of the Board of Directors, is amended as follows:
Section 1: Each Director shall be a member of the corporate Association in good standing.
Section 2: No Directors are required to reside in the City of Syracuse, N.Y.
Section 3: All Directors shall be alumni of Syracuse University or State University of New York, College of Environmental Science and Forestry.
This amendment is approved as of November 10, 2012.