Expansion Manual

Sample Association By-Laws

 

___________(name of university) FARMHOUSE ASSOCIATION, INC.

 

ARTICLE I NAME AND LOCATION

The name of this organization shall be the __________________________(name of university) FarmHouse Association, and its principal place of business shall be (city) __________________ (state or province) _______________________.

Note: According to Article XIV of the International Fraternity's By-Laws, "Each chapter shall be known by the name of the institution where it exists." New Associations are encouraged to follow suit.

ARTICLE II PURPOSE

The purpose of this Association shall be to foster the fraternal spirit among the members of FarmHouse Fraternity, to aid in more firmly establishing and perpetrating the _____________________ colony/chapter of FarmHouse Fraternity, to assist in the total development of the individual member intellectually, spiritually, socially, morally, and physically, and to contract, rent, buy, or sell, hold and manage personal or real property necessary for the furtherance of the purposes of the Association

ARTICLE III MEMBERSHIP

 

Section 1. The Association shall consist of membership, without stock, and shall be operated on a non-profit basis. All income of the Association shall be devoted to afore stated purpose.

 

Section 2. Membership of the Association shall be composed as follows:

a. Chapter, alumni, associate and potential associate members of the _____________________ colony/chapter of FarmHouse Fraternity regardless of their place of residence

b. alumni and associate members of other FarmHouse Fraternity chapters residing in _________________________(state or province where this chapter is located)

c. alumni, associate, and honorary members residing in surrounding states or provinces who have expressed an interest in participating in this Association.

ARTICLE IV. DUES

Association membership dues may be established by vote of the membership at the annual meeting.

ARTICLE V. MEETINGS AND VOTE

Section 1. Annual Meeting. The Association shall hold an annual meeting for the election of directors and the transaction of business that may properly come before the membership. Place and time of the annual meeting will be determined by the directors.

Note: Some Associations identify a specific date in the By-laws, for example, "the Saturday nearest April 15th". Most Associations hold their annual meeting in conjunction with Founders Day in the Spring or Homecoming in the Fall. Incorporation laws in your state may require a specific annual meeting date, but probably allow the Board of Directors to change this date.

Section 2. Special Meetings. Special meetings may be called at any time by a 2/3 vote of the Board of Directors at such time and place as the Board directs.

Section 3. Meeting Notice. Notice of any meeting shall be sent to all members at their last known address at least fifteen days prior to the date of the meeting.

Section 4. Quorum. In the event a quorum is not present at any meeting, the members may adjourn the meeting to a later date without further notice. A quorum shall consist of ________________________ (15% - 30% recommended).

Note: A quorum in any meeting should be a certain minimum number or percentage number of members as set by the vote of the membership. The number necessary for a quorum should be small enough to allow the group to take official action, but should not be so small as to permit a few men to dominate and run the Association indefinitely.

Section 5. Voting. Each member is entitled to one vote, with voting governed by parliamentary procedure according to Robert's Rules of Order. Members may vote by mail ballot sent to the Secretary on amendments to these By-Laws, on assessments, and on any other mail balloting of the membership.

ARTICLE VI OFFICERS

Section 1. Directors. The business of this Association shall be conducted by a Board of (number- recommended 9) ___________ Directors, three of whom shall be undergraduate members of the chapter, specifically the president of the _____________________ FarmHouse colony/chapter, one of whom shall be the chapter/colony treasurer, and one of whom shall be the colony/chapter house/facility manager. Directors other than the undergraduate members shall be elected for _______ (recommended 3) year terms, with terms staggered such that __________ (recommended 2) new directors will be elected at each annual meeting. After his 3-year term is ended, a former director must wait one year before being elected again to the Board.

Note: The number of directors is flexible, but usually is from 5-9. Some boards have two undergraduate members instead of three. The length of terms of directors is flexible, too. The International Office recommends terms of at least two years (possible three years), with 1/3 - 1/2 of the board newly elected each year. The manner in which directors are elected has been conspicuously left out here and is left up to the Association to decide. Some are elected by voice vote, some by secret ballot after recommendations by a nominating committee, and various other ways. On another note, in some FH groups the officers of the Association are also the officers of the local Foundation Council.

Section 2: The Board of Directors shall elect from among their number a President, Vice-President, a Secretary, and a Treasurer (Secretary-Treasurer may be combined). Officers shall serve for one year or until their successors are elected.

Note: Some boards select members from the Association who are not board members to serve as Secretary and Treasurers. Some officers are elected to two and three year terms. State law may limit the terms of offices.

Section 3. Vacancies. The Board of Directors shall fill by appointment any vacancy occurring in its membership, such appointment holding until the next annual meeting, when the members shall fill unexpired terms by election.

Section 4. Quorum. A majority of the Board of Directors shall constitute a quorum at any meeting of a Board of Directors, provided at least one undergraduate director is present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Note: Some by-laws state that, even in the presence of a quorum, no act shall be passed without a positive majority vote of the entire board, such as 4 of 7, etc.

Section 5. Removal. Any director may be removed from the board due to unsatisfactory service or non-performance of duty by a two-thirds vote of the remaining members of the Board.

Section 6. Compensation. No officers or director shall receive any salary or payment for his services.

ARTICLE VII DUTIES OF DIRECTORS

Section 1. Management of Business. The Board of Directors shall have general supervision and control of the business and affairs of the Association, and shall make all necessary rules and regulations not inconsistent with law, or with the by-laws of FarmHouse International Fraternity, or the by-laws of this Association, or the Certificate of Incorporation, for the management of the Association. It shall be their duty to require proper records to be kept of all business transactions.

Section 2. Bonds. The Treasurer shall be bonded for an amount equal to the maximum amount of cash and negotiable securities for which the Board of Directors determines he is likely to be responsible. The cost of said bond shall be paid by the Association.

Note: A blanket bond policy is available to all chapter and Association treasures through the International Office at a very low cost, and for whatever amount of coverage the local chapter or Association wishes to insure.

Section 3. Meetings. The Board of Directors shall meet once each month at such time as they may agree upon. A meeting of the directors may be convened by the President or two directors at any time. Notice of such meeting shall be communicated to each director not less than twenty-four hours before the meeting is to take place, provided that meetings of the directors may be held at any time, without formal notice, if all directors are present, or those absent have waived notice or have signified their consent to the meeting being held in their absence.

Section 4. Annual Audits. At least once in each fiscal year the Board of Directors shall have an audit made of the books of the Treasurer and the report of this auditor or auditing committee shall be submitted to the members of the Association at their annual meeting.

Section 5. President. The President shall preside over all meetings of the Association and of the Board of Directors, sign as President with the Treasurer all notes, deeds, contracts, conveyances, agreements, and other instruments requiring such signatures, call special meetings of the Association and of the Board of Directors, and perform all acts and duties usually required of an executive and presiding officer.

Section 6. Vice-President. The Vice-President shall be vested with all the powers of the President in his absence or disability, shall generally be in charge of all committee work, and shall perform other duties as shall be prescribed by the Board of Directors.

Section 7. Secretary. The Secretary shall keep a complete record of all meetings of the Association and of the Board of Directors; serve all notices required by law and by these By-laws; shall keep a complete record of all business of the Association and make a full report of all matters and business pertaining to his office to the members at the annual meeting; shall make all reports required by law and perform such other duties as may be required of him by the Association or by the Board of Directors.

Section 8. Treasurer. The Treasurer shall be the custodian of the permanent funds and securities of the Association; shall keep or cause to be kept a full and complete record of all receipts and disbursements; shall pay out money upon the approval of the Board of Directors and with the joint signature of the President; 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 Directors; shall sign as Treasurer with the President, all notes, deeds, contracts, conveyances, agreements, and other instruments requiring such signature; shall present a report of receipts and disbursements at each meeting of the Board of Directors; and shall present a yearly financial summary at each annual meeting.

ARTICLE VIII FINANCIAL MATTERS

Section 1. Contracts. Except as otherwise provided in these By-laws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association and such authority may be general or confined to specific business. No debts shall be contracted against the Association except by order of the Board of Directors or persons specifically authorized by the Board.

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money and all notes, bonds or other evidence of indebtedness issued in the name of the Association shall be jointly signed in the name of the Association by the Treasurer and President.

Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Corporation in such bank or banks as the Board may select.

Section 4. Fiscal Year. The fiscal year of the Association shall be determined by a majority vote of the Board of Directors.

Note: Many Associations go by a July 1 - June 30 fiscal year.

Section 5. Accounting System and Reports. The Board of Directors shall cause to be established and maintained, in accordance with generally accepted principles of accounting, an appropriate accounting system including reports.

Section 6. Non-Liability for Debts. No member shall be liable or responsible for any debts or liabilities of the Association. The private property of the members shall be exempt from execution or liability for any debt of the Association.

ARTICLE IX COMMITTEES

Section 1. The Board of Directors may elect an executive committee consisting of the offices and other board members if desired. If a member of the active chapter is not serving as an officer of the Association, the President of the active chapter shall be a member of the Executive Committee. This committee shall have full authority to manage the affairs of the Association between meetings of the Board, subject to review and change of actions taken by the Board of Directors provided that no vested rights of third parties shall be adversely affected thereby.

Section 2. Any member of the Executive Committee who is unable to attend a meeting therefore may name any director to serve in his stead with full authority in such meeting.

Section 3. Meetings of the Executive Committee may be called by the President or Secretary upon twenty-four hours' notice and meetings may be held at any time upon waiver of notice.

Section 4. The Executive Committee shall be responsible for appointing or otherwise employing or designating and removing or suspending such agents, subordinates, assistants, clerks, housemothers, cooks and servants as deemed necessary from time to time and fix their duties and compensation. Housemothers and/or cooks shall be approved by the active chapter and Chapter Advisory Committee.

Section 5. Standing Committees. A property committee and a finance committee shall be appointed by the president from among the members of the Board of Directors to serve during his term of office. The chairman of each standing committee may call other members of the Association to his assistance as desired.

Note: While it is recommended that at least one board member be on each of the following committees, participation should not be limited to board members. This committee work provides an excellent opportunity for non-board members of the Association to become involved. The chairman of each committee need not be a board member either.

Section 6. Property Committee. This committee shall be responsible to the Board of Directors for the leasing, repairs and upkeep of grounds and building, the payment of taxes, the insurance of property and such other matters as may arise pertaining to the property.

Section 7. Finance Committee. It shall be the duty of the Finance Committee to submit to the Board of Directors from time to time as may be necessary a budget of the probable expenditures of the Association, and to recommend ways and means of raising funds to meet expenses. The committee should also be involved in helping the chapter treasurer and chapter executive committee in their budgeting duties and cash flow planning.

Section 8. Ad Hoc Committee. A Nominating Committee of three members and a Doane Award Committee of three members shall be appointed by the President from the membership of the Association.

Section 9. Nominating Committee. The Nominating Committee shall present a slate of nominees for the office of director at the annual meeting. There can, however, be nominations from the floor at election time.

Section 10. Doane Award Committee. The Doane Award Committee shall facilitate the Doane Award process. They shall request nominations at a chapter meeting, review nominations submitted by the active membership, select a recipient, and arrange for presentation of the award. The committee shall prepare a summary paragraph of the recipient's qualifications for entry in the Doane Award Book.

Note: Procedure for selection of the Doane Award winner is outlined in the FarmHouse Pledge and Membership Handbook.

ARTICLE X BY-LAWS

The Board of Directors shall have the power to make such by-laws as may seem expedient, but such by-laws shall be subject to repeal or amendment by any meeting of this Association. The Board shall not have the power, however, to pass any by-laws which would alter the status of the Association beyond the ability of the members to restore the former status at any annual meeting.

ARTICLE XI AMENDMENTS

These By-laws may be amended at any regular or special meeting by a two-thirds (2/3) voting in person, or by mail, provided that no amendment shall be adopted unless a copy of such proposed amendment shall have been included in or enclosed with the notice of such meeting.

Comment: Some Associations require a three-fourths (3/4) majority vote to amend the By-laws.

ARTICLE XII DISSOLUTION

After fulfillment of the requirements of the law on dissolution or after discontinuance of business and payment of debts, any surplus shall be transferred as a gift to FarmHouse International Fraternity, or to another association or corporation having purposes similar to this Association, or shall be distributed for charitable purposes related to the purposes stated herein, or shall be given to the International Fraternity for safekeeping (and with no interest) until such time as this Association is reactivated, such time not to exceed five years.

Note: A statement regarding dissolution is required to obtain a bulk mail permit and for possible other legal requirements of a non-profit corporation.

ARTICLE XIII INDEMNIFICATION

This Association shall, to the full extent permitted by law, indemnify any director or officer of this Association against expenses including attorney's fees, judgments, fines and amounts paid in settlement reasonably incurred in the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been such director or officer of this Association, except in matters in which it is finally adjudged in such action, suit or proceeding that he is liable for negligence or willful misconduct in the performance of his corporate duties.

Note: Once completed and ratified, send a copy of the Association By-laws to the FarmHouse International Fraternity Office to be kept on file for reference.