Beta Iota BI-Laws
This document was provided by Brother Stanly Potts, from the law office of Gleaves, Swearington, Potter & Scott, Attorneys At Law. Its purpose is to enable governance discussions with the Sigma Chi Chapter (Beta Iota) at the University of Oregon.
TITLE: BI LAWS OF THE BETA IOTA OF SIGMA CHI BUILDING ASSOCIATION
This Association has been incorporated under the Laws of the State of Oregon as a fraternal building association. It is an organization which had for its purpose the ownership, management and control of the fraternity house for the Beta Iota Chapter of the Sigma Chi Fraternity which Chapter is located at the University of Oregon, Eugene, Oregon. The present house was occupied new in 1929 and as part of the financial arrangements mortgage loans of $30,000. With the Equitable Savings and Loan Associates of Portland, Oregon, and a second mortgage with the Sigma Chi National Fraternity. The primary function of this Association is to so manage the property that the provisions of these mortgages loans shall be carried out to the satisfaction of all parties concerned and to maintain a chapter house at the University of Oregon; and in the event said mortgages are eventually satisfied, to control any accumulation of funds to the use and for the benefit of the Beta Iota Chapter of the Sigma Chi Fraternity as a building fund.
The funds received by this Association to carry out the aforesaid purposes are derived in part from payments upon building fund notes and pledges signed by members of the Sigma Chi Fraternity. It is not contemplated that such member receive any interest in the property of this Association by virtue of such building fund note or pledge or by virtue of any payments thereunder. Rather its is contemplated that such building fund note or pledge is executed and payments made thereunder by such member as part of his obligations to his fraternity, it being recognized that the continuation and maintenance of a chapter house at the University of Oregon is a direct benefit to each and every such member.
The ten members who joined together to incorporate this Association are representative Alumni member of the Beta Iota Chapter of the Sigma chi Fraternity, and as such have no interest in the property of this Association other than that mentioned in the preceding paragraphs. These ten incorporating members shall from what shall be known as the “Building Fund Committee” to represent the interests of all the contributing members in the annual election of the Board of Trustees.
Article I. – BUILDING FUND COMMITTEE
Sec.1. The building Fund Committee shall be composed of ten representatives Alumni members of the Beta Iota Chapter, this original committee being the ten incorporators (sic) of this Association.
Section 2. In the event any vacancy occurs for any reason in the membership of the Committee, such vacancy shall be filled by the election by a majority of the remaining members of the Committee of an Alumni of an Alumni member of the Beta Iota Chapter at the annual meeting following the occurrence of such vacancy, or any special meeting called for that purpose.
Sec 3. The annual meeting of the Building Fund Committee shall be held in the City of Portland, Oregon at 2:00 o’clock P.M. of the second Saturday in July of each year if not at the same hour the next day following not a legal holiday.
Sec. 4. Special meetings of the Building Fund Committee may be called at any time by the President or Vice President of the Board of Trustees or by any three members of the Building Fund Committee.
Sec. 5. No notice of the annual meeting of the Committee need be given. Notice of special meetings of the Committee shall be given by mailing notice of such meeting to each of the members of the committee at his last known post office address, not less than five days before the date of such meeting. Notices of special meetings shall state the place, date, and object or objects thereof.
Sec. 6. The quorum of any meeting of the Committee shall consist of a majority of the membership of the Committee, represented in person or by proxy. A majority of the Committee present in person or by proxy shall decide any question that may come before the meeting except as herein otherwise expressly provided.
Sec. 7. The election of Trustees shall be held at the annual meeting of the Committee.
ARTICLE II – BOARD OF TRUSTEES
Sec 1. The business and property of this Association shall e managed by a Board of five Trustees, each of whom shall be a member of the Building Fund Committee, and they shall be elected annually by the Committee for the term of one year and shall serve until the election and qualification of his successor. Any vacancy occurring on the Board from any cause may be filled by the election of a majority of the remaining members of the board of a member of the Building Fund Committee for the unexpired term.
Sec. 2. Regular meetings of the Board of Trustees shall be held in Portland, Oregon, the place to be designated by the President of the Board, and shall be held at 1:30 P.M. on the Saturday following the 15th day of each month during the school year.
Sec. 3 Special meetings of the Board of Trustees may be called at any time by the President or the two members of the Board and maybe held at any place within the State of Oregon specified in the call. Special meetings may be held at any time or place without notice by unanimous consent of all Trustees or if all members of the Board are present at such meeting.
Sec. 4. Notice of special meetings of the Board shall be given in person to each Trustee, or by mailing written notice of the same to his last known post office address and such notices need not state the object thereof. Said notices if mailed shall be mailed not later than the third day before the date of such meeting, but if delivered in person shall be delivered not later than the first day before the date of such proposed meeting.
Sec. 5. A quorum at any meeting of the Board of Trustees shall consist of a majority of the entire membership of the Board and a majority of the members of the Board present at any meeting shall decide any question that may come before it.
Sec 6. Officers of the Association shall be elected by the Board of Trustees at is first meeting after the election of the Trustees each year.
ARTICLE III. OFFICERS
Sec. 1. The officers of the Association shall consist of a President, Vice-President, Secretary and Treasurer. The latter office may be combined with and held by any of the other officers. The officers shall be elected for one year and shall hold office until their successors are elected and qualified.
Sec. 2. PRESIDENT. The President shall preside at all meetings of the Building Fund Committee and of the Board of Trustees, have general supervision of the affairs of the Association, and shall be charged with the care and management of the business of and property. He shall have full authority to employ and discharge employees, except as the Board of Trustees may from time to time limit such authority. He shall sign all certificates, all bonds, mortgages, deeds and conveyances of the Association’s property, and all promissory notes and such other instruments as may be directed by the resolution of the Board of Trustees.
Sec 3. VICE-PRESIDENT. The Vice-President shall perform all the duties of the President in case of the absence of the President, or his incapacity or inability to act, or when so directed by the Board of Trustees.
Sec. 4. SECRETARY. The Secretary shall keep an accurate record of the proceedings of all meetings of the Building Fund Committee and of the Board of Trustees in a suitable book for preservation, notify the Committee members and Trustees of special meetings for the holding of which notice may be required under these By-Laws. He shall have the custody of the corporate seal, The Certificates of Contribution book, and all books, records, letters and papers and files of the Association, except those of the Treasurer. He shall affix his signature and the corporate seal to all Certificates of Contribution, and all deeds, bonds, mortgages or other contracts and documents directed by the Board of Trustees, or authorized by law, and perform such other duties as are incident to his office or may be assigned him by the Board of Trustees.
Sec. 5. TREASURER. The Treasurer shall have the charge of all moneys received by the Association from whatever sources. He shall keep full and accurate accounts of all receipts and disbursements in books belonging to the association. He shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Trustees. He shall disburse such funds only by check, taking proper vouchers for such disbursements as the Board of Trustees or the President may require. He shall render to the Trustees from time to time as they may require and to the Building Fund Committee at each annual meeting, an account of all his transactions and of the financial condition of the Association. He shall give such undertaking or security for the faithful performance of his duties as the Board of Trustees may from time to time requires.
ARTICLE IV. SEAL
Sec. 1. The corporate seal of this Association shall consist of two concentric circles between which shall be the name of the Association, and in the center of the inner circle of which shall be inscribed “INCORPORATED” — seal”, and such seal as impressed on the margin hereof is hereby adopted as the corporate seal of this Association.
ARTICLE V. AMENDMENTS
Sec. 1. These By-Laws may be amended, repealed or altered in whole or in part by a majority of the entire Board of Trustees at any regular meeting thereof or at any special meeting thereof where consideration of such proposed amendment has been specified in the call and notice of any such meeting on one of the objects thereof, or an any special meeting at which all members of the Board are present.
ARTICLE VI. CERTIFICATES OF CONTRIBUTION
Sec. 1. The Association shall issue to all members of the Sigma Chi Fraternity upon payment by such member of his building fund note or pledge in full, a Certificate of Contribution in a form designated and approved by the Board of Trustees, which certificate shall evidence the satisfaction of all obligations of said member under such building fund note or pledge to this Association.