PRESENTATION OF PROPOSED ARTICLES OF INCORPORATION AND BYLAWS AMENDMENTS

Transcription

1 Convention 2018 Proposed Amendments to GAMMA PHI BETA SORORITY, INC. ARTICLES OF INCORPORATION AND BYLAWS PRESENTATION OF PROPOSED ARTICLES OF INCORPORATION AND BYLAWS AMENDMENTS All proposed strikes in wording are indicated with a line drawn through the word, phrase or sentence. All proposed inserts in wording are indicated with underlining the word, phrase or sentence. Rationale is included for each proposed amendment on the relevant page. Proposed amendments are presented in this packet in the order in which they will be addressed during the Convention 2018 Business Session. Summary of Proposed Articles of Incorporation and Bylaws Amendments The 11 Articles of Incorporation Amendments and 42 Bylaws amendments are presented in chronological order, with the exception of one Bylaw amendment related to the Facilities Management Company. Additionally, at the end of this document you will find one amendment not endorsed by International Council and the Bylaws Committee. The proposed Articles of Incorporation and Bylaws amendments cover several key areas as follows: Clarification: The proposed amendments in this category address areas where we are clarifying terminology or practice. In addition, the amendments in this category address the defining of current practices that were not previously outlined in the Bylaws. International Council and Volunteers: The proposed amendments in this category address Bylaws that define or impact the duties of International Council and/or volunteers. Facilities Management Company: The proposed amendments in this category address or further define oversight and responsibilities of the Facilities Management Company. Financial: The proposed amendments in this category address changes to fees, timings of fees or terminology. Supporting Documentation Supporting documentation is found at the conclusion of this package. The supporting documentation includes a copy of Article 5 of the Articles of Incorporation as filed in This version of Article 5 is the only one that was ever filed in the State of Illinois, thus it is the version that is in effect at this time. The proposed amendments to the Articles of Incorporation are to this version of the Articles of Incorporation, not the previous versions that have been circulated. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 1

2 ARTICLES OF INCORPORATION AMENDMENT #1 To amend by inserting Article V Purpose before 1. ARTICLE V PURPOSE 1. This corporation is organized and its operations shall be conducted exclusively for educational, charitable and social purposes, including pleasure, recreation, fraternal and other non-profitable purposes, and specially to accomplish the following objects and purposes: Category: Clarification Rationale: In 1958, when the Articles of Incorporation were filed, our Article V was hand written on the top of the document (see below). This amendment clarifies the prior filing by inserting Article V into the attachment. This will provide clarity when the Articles are re-filed that the attachment is Article V. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 2

3 ARTICLES OF INCORPORATION AMENDMENT #2 To amend Article V, 1. by striking This corporation is organized and its operations shall be conducted exclusively for educational, charitable and social purposes, including pleasure, recreation, fraternal and other non-profitable purposes, and specially to accomplish the following objects and purposes. and inserting Gamma Phi Beta Sorority, Inc. (the Sorority ) is organized and its operations shall be conducted exclusively for educational, charitable and social purposes, including pleasure, recreation, fraternal and other nonprofitable purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986 (as amended from time to time), and specially to accomplish the following objects and purposes:. 1. This corporation is organized and its operations shall be conducted exclusively for educational, charitable and social purposes, including pleasure, recreation, fraternal and other non-profitable purposes, and specially to accomplish the following objects and purposes: 1. Gamma Phi Beta Sorority, Inc. (the Sorority ) is organized and its operations shall be conducted exclusively for educational, charitable and social purposes, including pleasure, recreation, fraternal and other nonprofitable purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986 (as amended from time to time), and specially to accomplish the following objects and purposes: Category: Clarification Rationale: This amendment replaces corporation with Gamma Phi Beta Sorority, Inc., which was a recommendation made by our legal counsel in Illinois. The amendment further inserts a reference to the Internal Revenue Code, which was also recommended by legal counsel. The changes include nonsubstantive modifications to modernize language and terms. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 3

4 ARTICLES OF INCORPORATION AMENDMENT #3 To amend Article V, 1. (b) by striking College and University and inserting college, university and other qualified. (b) To aid, foster and promote the establishment and maintenance of a sisterhood of College and University college, university and other qualified women known as Gamma Phi Beta Sorority. Category: Clarification Rationale: This amendment was originally proposed and voted on in There was no comments or discussion on the amendment and the amendment was passed by a unanimous vote. While there was administrative change to the printing of the Bylaws, the amendment was not filed with the State of Illinois, thus the change was not put into effect. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 4

5 ARTICLES OF INCORPORATION AMENDMENT #4 To amend Article V, 1. (c) by striking the Dominion of. (c) To aid, encourage, promote and contribute to the education of women students enrolled in any school, college or university in the United State of America or its territories or possessions and in the Dominion of Canada, and to provide and promote education advantages, opportunities and facilities for such students and to assist them in the improvement of their physical, mental and moral development. Category: Clarification Rationale: This amendment removes a term that is an outdated reference to Canada. This terminology was recommended for removal by our legal counsel. Additionally, it was removed from the Articles of Incorporation in 1994, but it was administratively done instead of following the process to formally amend the Articles of Incorporation. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 5

6 ARTICLES OF INCORPORATION AMENDMENT #5 To amend Article V, 1. (e) by striking sorority where it appears and inserting Sorority at the end of the sentence only. (e) To provide for the distribution of a sorority magazine and such manuals and other printed or written material as may be of value in promoting the interests of the sorority Sorority. Category: Clarification Rationale: This amendment is to reflect the proper use of Sorority as defined in the prior Articles of Incorporation Amendment #2, which was a recommendation made by our legal counsel in Illinois. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 6

7 ARTICLES OF INCORPORATION AMENDMENT #6 To amend Article V, 1. (g) by striking a Central Office and inserting an International Headquarters. (g) To provide national and international leadership and guidance for the individual student members, and to provide a Central Office an International Headquarters for the administration and supervision of the affairs of the Sorority and affiliated groups. Category: Clarification Rationale: This amendment was originally proposed and voted on in It was a motion from the floor to amend the proposed amendment to the Bylaws that would change all references to central office to International Headquarters by adding a proviso that the change to central office would be reflected in the Articles of Incorporation. The amendment was unanimously passed. While there was administrative change to the printing of the Bylaws, the amendment was not filed with the State of Illinois, thus the change was not put into effect. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 7

8 ARTICLES OF INCORPORATION AMENDMENT #7 To amend Article V, 2. and 3., by striking corporation wherever it appears and inserting Sorority wherever corporation appears. 2. This corporation Sorority is not organized or created and shall not be maintained or operated for private gain or personal or pecuniary profit or benefit. All of its funds and assets, together with the net earnings thereof and income realized therefrom shall be exclusively devoted to the educational, charitable and social objects and purposes hereinabove expressed. No substantial part of the activities of this corporation Sorority shall consist of carrying on propaganda or otherwise attempting to influence legislation and this corporation Sorority shall not participate in or intervene in political campaigns on behalf of any candidate for public office. No individual member, director, officer, employee or agent of this corporation Sorority or any other person shall receive, or be entitled to receive, under any circumstances, any pecuniary profit or benefit from the operation or liquidation thereof except as reasonable compensation for services rendered in effecting one or more of the purposes of the corporation Sorority. Upon any dissolution of the corporation Sorority or any partial or entire liquidation of its property and assets no part of such money property or assets shall be distributed to any individual, director, officer or other person, but such assets and property shall be distributed, disposed of or used for similar educational, charitable or social purposes as set forth in the Articles of Incorporation and as may be determined by three-quarters vote of the Board of Directors. 3. The members of this corporation Sorority shall be divided into two classes, namely, the voting members and the nonvoting members. The voting members shall be confined to the duly affiliated active (or Greek letter) and Alumnae Chapters of Gamma Phi Beta Sorority; the nonvoting members shall be as provided in the By-laws of the corporationsorority. Category: Clarification Rationale: This amendment utilizes the defined term established in Articles of Incorporation Amendment #2, which was a recommendation made by our legal counsel in Illinois. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 8

9 ARTICLES OF INCORPORATION AMENDMENT #8 To amend Article V, 2. by striking no part of such money, property, or assets shall be distributed to any individual, director, officer or other person and inserting, no part of such money, property, or assets shall be distributed to any individual, director, officer or other person,. 2. This corporation is not organized or created and shall not be maintained or operated for private gain or personal or pecuniary profit or benefit. All of its funds and assets, together with the net earnings thereof and income realized therefrom shall be exclusively devoted to the educational, charitable and social objects and purposes hereinabove expressed. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation and this corporation shall not participate in or intervene in political campaigns on behalf of any candidate for public office. No individual member, director, officer, employee or agent of this corporation or any other person shall receive, or be entitled to receive, under any circumstances, any pecuniary profit or benefit from the operation or liquidation thereof except as reasonable compensation for services rendered in effecting one or more of the purposes of the corporation. Upon any dissolution of the corporation or any partial or entire liquidation of its property and assets no part of such money, property or assets shall be distributed to any individual, director, officer or other person, no part of such money, property or assets shall be distributed to any individual, director, officer or other person, but such assets and property shall be distributed, disposed of or used for similar educational, charitable or social purposes as set forth in the Articles of Incorporation and as may be determined by three-quarters vote of the Board of Directors. Category: Clarification Rationale: This amendment corrects typographical errors by inserting two commas, which was corrected in the Articles of Incorporation in 1996, but it was administratively done instead of following the process to formally amend the Articles of Incorporation. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 9

10 ARTICLES OF INCORPORATION AMENDMENT #9 To amend Article V, 3. by inserting a - between Greek and letter. 3. The members of this corporation shall be divided into two classes, namely, the voting members and the nonvoting members. The voting members shall be confined to the duly affiliated active (or Greekletter) and alumnae chapters of Gamma Phi Beta Sorority; the nonvoting members shall be as provided in the By-laws of the corporation. Category: Clarification Rationale: This amendment clarifies a typographical error, which was corrected in the Articles of Incorporation in 1970, but it was administratively done instead of following the process to formally amend the Articles of Incorporation. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 10

11 ARTICLES OF INCORPORATION AMENDMENT #10 To amend Article V, 3. and 4., by striking By-laws wherever it appears and inserting Bylaws wherever By-laws appears. 3. The members of this corporation shall be divided into two classes, namely, the voting members and the nonvoting members. The voting members shall be confined to the duly affiliated active (or Greek letter) and alumnae chapters of Gamma Phi Beta Sorority; the nonvoting members shall be as provided in the By-laws Bylaws of the corporation. 4. The Articles of Incorporation may be amended or revoked only at Convention by three-fourths vote of all delegates pursuant to procedure prescribed in the By-laws Bylaws. The By-laws Bylaws may be amended or revoked as provided in the By-laws Bylaws. Category: Clarification Rationale: This amendment clarifies a typographical anomaly, which was modified in the Articles of Incorporation in 1970, but it was administratively done instead of following the process to formally amend the Articles of Incorporation. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 11

12 ARTICLES OF INCORPORATION AMENDMENT #11 To amend Article V, 4. by inserting a, after delegates. 4. The Articles of Incorporation may be amended or revoked only at Convention by three-fourths vote of all delegates, pursuant to procedure prescribed in the By-laws. The By-laws may be amended or revoked as provided in the By-laws. Category: Clarification Rationale: This amendment clarifies a typographical error, which was corrected in the Articles of Incorporation in 1996, but it was administratively done instead of following the process to formally amend the Articles of Incorporation. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 12

13 BYLAW AMENDMENT #1 To amend Article II, Section 2. a. (1) (a) by adding at the end of the paragraph the words, as outlined in the Rules and Procedures after collegiate chapter. ARTICLE II MEMBERSHIP SECTION 2. COLLEGIATE a. Membership (1) Eligibility Any woman shall be eligible for membership, provided: (a) She is currently enrolled in a college or university where there is a collegiate chapter, as outlined in the Rules and Procedures. Category: Clarification Rationale: This amendment references Gamma Phi Beta s Rules and Procedures, which further outline the requirement for membership as there are often questions regarding dual enrollment in college and university, which is clarified by the Rules and Procedures Membership Section 1. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 13

14 BYLAW AMENDMENT #2 To amend Article II, Section 2. a. (2) by striking in formation of a colony and inserting, in the formation of a new chapter. ARTICLE II MEMBERSHIP SECTION 2. COLLEGIATE a. Membership (2) Requirements Any eligible woman may be offered membership, provided she has received an affirmative rating by the collegiate chapter or in the formation of a colony, in the formation of a new chapter, she has been selected by the collegiate extension recruitment team. Category: Clarification Rationale: This amendment updates the Bylaws to reflect the current operations and terminology of the Sorority. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 14

15 BYLAW AMENDMENT #3 To amend Article II, Section 2. b. (2) (b) by striking is unbecoming and inserting violates the Sorority s policies. ARTICLE II MEMBERSHIP SECTION 2. COLLEGIATE b. Initiation (2) Right of Initiation A new member who is eligible shall be entitled to Initiation, unless: (b) Her conduct is unbecoming violates the Sorority s policies; or Category: Clarification Rationale: This amendment is to clarify and align with an objective standard that is outlined in Gamma Phi Beta policies. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 15

16 BYLAW AMENDMENT #4 To amend Article II, Section 2. b (2) (c) by adding at the end of the paragraph the words as further outlined in the Rules and Procedures. ARTICLE II MEMBERSHIP SECTION 2. COLLEGIATE b. Initiation (2) Right of Initiation A new member who is eligible shall be entitled to Initiation, unless: (c) She has refused her new member responsibilities or financial obligations to the Sorority as further outlined in the Rules and Procedures. Category: Clarification Rationale: This amendment references Gamma Phi Beta s Rules and Procedures, which further outlines the responsibilities and obligations prior to Initiation. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 16

17 BYLAW AMENDMENT #5 To amend Article II, Section 2. c. (1) by substituting the following new Section 2. c. (1): She has fulfilled all chapter, international, and Affiliated House Corporation or Facilities Management Company financial obligations as outlined in the Rules and Procedures. ARTICLE II MEMBERSHIP SECTION 2. COLLEGIATE c. Affiliation - A member of one collegiate chapter who transfers to another college or university where there is a collegiate chapter of the Sorority may be affiliated by the second chapter, provided: (1) The chapter that initiated her has sent a recommendation for affiliation and a statement affirming her fulfillment of all chapter, international and Affiliated House Corporation or Facilities Management Company financial obligations. (1) She has fulfilled all chapter, international, and Affiliated House Corporation or Facilities Management Company financial obligations as outlined in the Rules and Procedures. Category: Clarification Rationale: This amendment removes the requirement of a recommendation from the initiating chapter. The affiliating member is already an initiated member of the Sorority. It is the chapter of affiliation that must determine if affiliation is appropriate. Further, this amendment references Gamma Phi Beta s Rules and Procedures Membership Section 3: Membership Status, which further outlines the responsibilities and obligations prior to affiliation. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 17

18 BYLAW AMENDMENT #6 To amend Article II, Section 2. f. (3) by adding at the end of the paragraph the words as outlined in the Rules and Procedures. ARTICLE II MEMBERSHIP SECTION 2. COLLEGIATE f. Reinstatement- Only former members who have voluntarily resigned with an endorsement for reinstatement or whose memberships have otherwise been terminated for financial reasons may be reinstated upon a four-fifths vote of International Council upon the following terms and conditions: (3) All financial obligations in arrears at the time of termination have been satisfied as outlined in the Rules and Procedures. Category: Clarification Rationale: This amendment references Gamma Phi Beta s Rules and Procedures Membership Section 8 Reinstatement, which further outlines the obligations prior to reinstatement. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 18

19 BYLAW AMENDMENT #7 To amend Article III, Section 2. a. by striking colony and inserting new chapter wherever colony appears. ARTICLE III COLLEGIATE CHAPTERS SECTION 2. GRANTING OF CHARTERS a. International Council may, by a four-fifths vote, grant a charter for a collegiate chapter to a colony new chapter when International Council deems the colony new chapter has met the standards of the Sorority. Category: Clarification Rationale: This amendment updates the Bylaws to reflect the current operations and terminology of the Sorority. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 19

20 BYLAW AMENDMENT #8 To amend Article III, Section 6. c. by striking the international officers and inserting appointed volunteers or professional staff. ARTICLE III COLLEGIATE CHAPTERS SECTION 6. CHAPTER PROBATION A chapter may be placed on probation by International Council for a specified period of time: c. If it has failed to cooperate with the international officersappointed volunteers or professional staff in meeting its financial commitments or in performing its duties and obligations as a chapter of the Sorority; or Category: International Council and Volunteers Rationale: This amendment gives International Council the ability to delegate work to others, such as volunteers, staff or committees. This supports Gamma Phi Beta s organizational philosophy that Gamma Phi Beta is a member-focused organization, driven by the vision of International Council and powered by professional staff and volunteers. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 20

21 BYLAW AMENDMENT #9 To amend Article III, Section 7. by adding the following new Section 7. a. (5).: When a chapter votes to relinquish its charter. ARTICLE III COLLEGIATE CHAPTERS SECTION 7. CHAPTER REVOCATION AND SUSPENSION a. A chapter's charter may be revoked or suspended by the unanimous vote of International Council: (5) When a chapter votes to relinquish its charter. Category: Clarification Rationale: This amendment is to clarify that there is a process in place if a chapter votes to relinquish its charter. That process has been mentioned in the Rules and Procedures, but not referenced in the Bylaws. Per the Bylaws, only International Council can revoke or suspend a charter; therefore, International Council must unanimously vote to revoke a charter even if a chapter votes to relinquish a charter. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 21

22 BYLAW AMENDMENT #10 To amend Article III, Section 7. c. (6) by striking principal fund and inserting Assets. ARTICLE III COLLEGIATE CHAPTERS SECTION 7. CHAPTER REVOCATION AND SUSPENSION c. Disposition of Property When a charter is revoked: Category: Clarification (6) If the collegiate chapter has not been reactivated within five years from the date of the charter revocation, then the principal fund Assets shall become the property of the Sorority, absolutely. Rationale: This amendment reflects the current terminology by removing the phrase principal fund, which is no longer a relevant term. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 22

23 BYLAW AMENDMENT #11 To amend Article III, Section 8., by striking chapter and Affiliated House Corporation and inserting, as appropriate, and the Affiliated House Corporation. ARTICLE III COLLEGIATE CHAPTERS SECTION 8. CHAPTER REORGANIZATION When International Council, after consulting the local alumnae chapter and Affiliated House Corporation, as appropriate, and the Affiliated House Corporation or the Facilities Management Company, as applicable, deems it in the best interest of the Sorority to reorganize a collegiate chapter, any present collegiate member of that chapter may be designated an alumna by International Council. Any member so designated shall remain an alumna unless otherwise designated by International Council. Category: Clarification Rationale: This amendment is to clarify the operations with reorganization as there is not always a recognized alumnae chapter. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 23

24 BYLAW AMENDMENT #12 To amend Article III, Section 9. b., by substituting the following new Section 9. b: If the chapter is reactivated within five years, a sum equal to the fair value of the Assets transferred pursuant to Section 7 c. of this Article III shall be made available to the chapter or its Affiliated House Corporation or the Facilities Management Company, as the case may be, for the use and benefit of the collegiate chapter as determined by International Council. ARTICLE III COLLEGIATE CHAPTERS SECTION 9. REACTIVATION b. If the chapter is reactivated within five years for a collegiate chapter or within ten years for a chapter s Affiliated House Corporation, a sum equal to the fair value of the Assets transferred pursuant to Section 7 c. of this Article III shall be made available to the chapter or its Affiliated House Corporation, as the case may be, for the use and benefit of the collegiate chapter as determined by International Council. b. If the chapter is reactivated within five years, a sum equal to the fair value of the Assets transferred pursuant to Section 7 c. of this Article III shall be made available to the chapter or its Affiliated House Corporation or the Facilities Management Company, as the case may be, for the use and benefit of the collegiate chapter as determined by International Council. Category: Facilities Management Company Rationale: This amendment deletes references to a chapter s affiliated house corporation concerning time limits because this Article is about collegiate chapters and not affiliated house corporations. It is more appropriate to address time limits related to affiliated house corporations in Article V Collegiate Chapter Facilities, Section 6 Disposition of Property. The Facilities Management Company (FMC) has proposed Bylaw changes in Article V, Section 6 related to affiliated house corporation time limits. At the same time, the FMC is added as a possible, but not required, recipient of chapter assets in order to carry out the affiliated house corporation and/or FMC responsibility of providing appropriate facilities for the reactivated chapter. It remains International Council s responsibility to determine the use of the chapter s assets. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 24

25 BYLAW AMENDMENT #13 To amend Article III, Section 10. a., by striking statutes of the Sorority in every particular and inserting Articles of Incorporation, Bylaws and Rules and Procedures. ARTICLE III COLLEGIATE CHAPTERS SECTION 10. CHAPTER DISPENSATION a. If a collegiate chapter establishes to the satisfaction of International Council that the enforcement of the statutes of the Sorority in every particular Articles of Incorporation, Bylaws and Rules and Procedures would threaten the existence of the chapter, International Council may, by a four-fifths vote, grant such temporary dispensation as it may deem proper and desirable, keeping in mind the best interests of the Sorority as a whole. Category: Clarification Rationale: This amendment is to clarify the operations and terminology of the Sorority as we do not have statutes. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 25

26 BYLAW AMENDMENT #14 To amend Article III, Section 12. b. by adding at the end of the paragraph the words or its designee. ARTICLE III COLLEGIATE CHAPTERS SECTION 12. CHAPTER SUPERVISION b. Special Supervision At any time deemed necessary, a chapter may be placed under special supervision by International Council or its designee. Category: International Council and Volunteers Rationale: This amendment gives International Council the ability to delegate work to others, such as volunteers, staff or committees. This supports Gamma Phi Beta s organizational philosophy that Gamma Phi Beta is a member-focused organization, driven by the vision of International Council and powered by professional staff and volunteers. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 26

27 BYLAW AMENDMENT #15 To amend Article IV, Section 1. e. by inserting Alumnae Chapter after Disposition of. ARTICLE IV ALUMNAE CHAPTERS SECTION 1. ALUMNAE CHAPTERS e. Disposition of Alumnae Chapter Property Category: Clarification Rationale: This amendment clarifies that this section is only the disposition of alumnae chapter property. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 27

28 BYLAW AMENDMENT #16 To amend Article V, Section 3., by striking International Council or its designee and inserting The Facilities Management Company. ARTICLE V COLLEGIATE CHAPTER FACILITIES SECTION 3. SUPERVISION International Council or its designeethe Facilities Management Company shall be the principal representative of the Sorority in all matters concerning Affiliated House Corporations and local facilities advisory committees. Category: Facilitates Management Company Rationale: The Facilities Management Company (FMC) was established with the intent that it would eventually provide supervision and oversight to affiliated house corporations (AHCs). Because of the FMC s expertise and its mission to ensure safe, inviting Gamma Phi Beta facilities, International Council has now charged the FMC with supervision and oversight of AHCs. The FMC will provide support, guidance and partnership to AHCs. This Bylaws change is to formally acknowledge that transfer of responsibility to the company created to deliver facilities-related expertise. AHCs remain affiliates of the Sorority and not of the FMC. AHCs may become service clients of the FMC at their discretion, by the direction and decision of their boards of directors, but the functionality, purpose and responsibility of the AHC remain intact. In addition, the FMC remains accountable to the Sorority and International Council. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 28

29 BYLAW AMENDMENT #17 To amend Article V, Section 2. c., by striking International Council or its Designee and inserting the Facilities Management Company. ARTICLE V COLLEGIATE CHAPTER FACILITIES SECTION 2. AFFILIATED HOUSE CORPORATIONS c. Each Affiliated House Corporation shall maintain its own federal tax identification number and state tax exemption (if available) and shall file such reports and information with governmental agencies as may be required by law and shall also file with the International Headquarters of the Sorority copies of its charter or articles of incorporation and bylaws and all amendments thereto, its annual financial statements and such other pertinent information as may be required by International Council or its designeethe Facilities Management Company. Category: Facilitates Management Company Rationale: This amendment acknowledges and formalizes International Council s intent that the Facilities Management Company (FMC) provide supervision and oversight to affiliated house corporations (AHCs). This change provides the means for the FMC to execute its supervision and oversight charge from International Council. The FMC remains accountable to the Sorority and International Council. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 29

30 BYLAW AMENDMENT #18 To amend Article V, Section 2. f., by substituting the following new Section 2. f.: In the event of the failure of an Affiliated House Corporation to comply with all applicable requirements and policies of the Sorority or the Facilities Management Company, International Council may direct that such corporation be dissolved and the Assets transferred to the Facilities Management Company. ARTICLE V COLLEGIATE CHAPTER FACILITIES SECTION 2. AFFILIATED HOUSE CORPORATIONS f. In the event of the failure of an Affiliated House Corporation to comply with all applicable requirements and policies of the Sorority, International Council may direct that such corporation be dissolved and the Assets transferred to the Sorority. f. In the event of the failure of an Affiliated House Corporation to comply with all applicable requirements and policies of the Sorority or the Facilities Management Company, International Council may direct that such corporation be dissolved and the Assets transferred to the Facilities Management Company. Category: Facilities Management Company Rationale: In carrying out its responsibility of supervision and oversight of affiliated house corporations (AHCs), the Facilities Management Company (FMC) may establish requirements and policies which should be followed by AHCs. This amendment inserts the FMC as an additional entity whose requirements and policies should be followed by AHCs. In addition, this change establishes the FMC as the recipient of the Assets transferred by an AHC upon its dissolution as directed by International Council. Managing facility-related assets is a fundamental operation of the FMC. International Council remains the only entity which can direct the dissolution of an AHC for non-compliance with Sorority or FMC requirements and policies. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 30

31 BYLAW AMENDMENT #19 To amend Article V, Section 2. e., by substituting the following new Section 2. e.: Upon mutual written agreement with the Sorority, an Affiliated House Corporation may transfer its ownership, lease or other right of occupancy to a facility and all Assets to the Facilities Management Company and upon such transfer, the Affiliated House Corporation shall dissolve and cease to exist and the local alumnae shall form a local facilities advisory committee consistent with this Article V. ARTICLE V COLLEGIATE CHAPTER FACILITIES SECTION 2. AFFILIATED HOUSE CORPORATIONS e. Upon mutual written agreement, an Affiliated House Corporation may transfer its ownership, lease or other right of occupancy to the Sorority and upon such transfer, the Affiliated House Corporation shall dissolve and cease to exist and the local alumnae shall form a local facilities advisory committee consistent with this Article V. e. Upon mutual written agreement with the Sorority, an Affiliated House Corporation may transfer its ownership, lease or other right of occupancy to a facility and all Assets to the Facilities Management Company and upon such transfer, the Affiliated House Corporation shall dissolve and cease to exist and the local alumnae shall form a local facilities advisory committee consistent with this Article V. Category: Facilities Management Company Rationale: This amendment establishes the Facilities Management Company (FMC) as the recipient of the Assets transferred by an affiliated house corporation (AHC) upon the AHC s decision to transfer ownership, lease or other right of occupancy to a facility and all Assets. Once an AHC decides to no longer own or manage a facility and decides to dissolve the AHC, the Sorority intends for the FMC to apply its operational expertise in facility management to own and manage all Sorority facilities not owned or managed by existing AHCs. All new facilities established after 2012 are owned or leased by the FMC, with a local facilities advisory committee supporting FMC staff. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 31

32 BYLAW AMENDMENT #20 To amend Article V, Section 4., by striking Sorority or its designee and inserting Facilities Management Company. ARTICLE V COLLEGIATE CHAPTER FACILITIES SECTION 4. BORROWING The charter, Articles of Incorporation and/or Bylaws of each Affiliated House Corporation shall, to the extent permissible under local law, provide it may not borrow more than $10,000 from any source or sources without the prior approval of the Sorority or its designeefacilities Management Company. Category: Facilities Management Company Rationale: This amendment acknowledges and formalizes International Council s intent that the Facilities Management Company (FMC) provide supervision and oversight to affiliated house corporations (AHCs). This change provides the means for the FMC to execute its supervision and oversight charge from International Council. The FMC remains accountable to the Sorority and International Council. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 32

33 BYLAW AMENDMENT #21 To amend Article V, Section 6., by substituting the following new Section 6.: a. If an Affiliated House Corporation is dissolved, liquidated or ceases to exist, the Affiliated House Corporation will diligently cooperate with the Facilities Management Company to transfer, assign, convey and deliver the Assets of the Affiliated House Corporation to the Facilities Management Company while preserving the value of the Assets. b. The Facilities Management Company shall be entitled to receive and make unrestricted use of the income from such transferred Assets to fulfill its obligation to provide appropriate facility types as directed by International Council. ARTICLE V COLLEGIATE CHAPTER FACILITIES SECTION 6. DISPOSITION OF PROPERTY a. If an Affiliated House Corporation is dissolved, liquidated or ceases to exist for any reason, then all Assets of such Affiliated House Corporation shall be transferred to the Sorority. Subject to the time limitation set forth in paragraph c., below, a sum equal to the fair value of the Assets so transferred shall be held by the to be applied for the use and benefit of the collegiate chapter in such manner and at such time or times as may be reasonably determined as appropriate by international Council or its designee. b. The transfer of such Assets to the Sorority shall be made within two years after such revocation or cessation of the chapter or dissolution, liquidation or cessation of an Affiliated House Corporation. International Council or its designee may appoint at any time an administrator to manage the Assets, pending such transfer. Should the collegiate chapter or Affiliated House Corporation be indebted directly or indirectly obligated to the Sorority, an administrator shall be appointed immediately unless International Council or its designee shall determine that such appointment is not necessary to protect the interests of the Sorority. Upon appointment of any such appointment of an administrator, the title, ownership, and all rights to such Assets shall immediately vest in the Sorority and may be managed and disposed of as determined by International Council or its designee. c. the Sorority shall be entitled to receive and make unrestricted use of the income from such transferred Assets. If a collegiate chapter has not been reactivated within ten years from the date of charter revocation or the date of dissolution of the Affiliated House Corporation, whichever is earlier, then the Assets (including the principal received) shall become the absolute, unrestricted property of the Sorority. If a collegiate chapter remains active after dissolution of the Affiliated House Corporation and the related principal of the transferred Assets has not been fully expended for the use and benefit of the chapter within ten years from the date of dissolution of the Affiliated House Corporation, then all of the Assets, including the remaining principal, shall become the absolute, unrestricted property of the Sorority d. At any time during the execution of this Section 6, International Council or its designee may, at its discretion, transfer such Assets to the Facilities Management Company. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 33

34 a. If an Affiliated House Corporation is dissolved, liquidated or ceases to exist the Affiliated House Corporation will diligently cooperate with the Facilities Management Company to transfer, assign, convey and deliver the Assets of the Affiliated House Corporation to the Facilities Management Company while preserving the value of the Assets. b. The Facilities Management Company shall be entitled to receive and make unrestricted use of the income from such transferred Assets to fulfill its obligation to provide appropriate facility types as directed by International Council. Category: Facilities Management Company Rationale: This amendment seeks to simplify, clarify and memorialize what should now happen when an affiliated house corporation (AHC) dissolves, is liquidated or ceases to exist. This Section does not and has never addressed why an AHC would choose to dissolve, be liquidated or cease to exist. It simply lays out what happens to the AHC Assets when that occurs. The Facilities Management Company (FMC) was established by International Council in 2012 to carry out the work described in the original text of this Section. These proposed Bylaws changes are to acknowledge and document the transfer of responsibility to the company created to deliver facilitiesrelated expertise and management. Once an AHC decides to no longer own or manage a facility and decides to dissolve the AHC, the Sorority intends for the FMC to apply its operational expertise in facility management to own and manage all Sorority facilities not owned or managed by existing AHCs. Most of the operational and logistical focus of the original text is removed and is left to the FMC to carry out according to its operating processes, policies and procedures. Managing facility-related Assets is a fundamental operation of the FMC. With the changes proposed, the FMC would receive the Assets and income from the AHC as soon as practicable. The time limit for any specific AHC s Assets is removed because the FMC would combine the AHC Assets and income with other FMC Assets and resources to carry out its mission to provide safe, inviting Gamma Phi Beta facilities. When sorority growth opportunities become available and a chapter is established or reestablished at any time, it remains International Council s responsibility to determine what type of facility a chapter needs and in what order of priority new chapters facility needs are served by the FMC. It is the FMC s obligation to International Council and the Sorority to be prepared and flexible financially and operationally to serve International Council s requests. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 34

35 BYLAW AMENDMENT #22 To amend Article VI, Section 1. a. (3). by striking Gamma Phi Beta and inserting a comma. Article VI - NOMINATING COMMITTEE AND APPOINTMENTS Section 1. NOMINATING COMMITTEE a. Nominating Committee Category: Clarification (3) Eligibility - Any alumna member in good standing is eligible to serve on the Nominating Committee except for those concurrently serving on International Council or members who are paid employees of the Sorority, Gamma Phi Beta Facilities Management Company or Foundation. Rationale: This amendment removes Gamma Phi Beta to make the Bylaws consistent in referencing the Facilities Management Company. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 35

36 BYLAW AMENDMENT #23 To amend Article VI, Section 3. a. by substituting the following new section 3. a.: Appointments other than those identified in Article VII, Section 2, as elected officers, shall be made by International Council as outlined in the Rules and Procedures. Article VI - NOMINATING COMMITTEE AND APPOINTMENTS Section 3. APPOINTMENTS a. Appointments including appointments of international officers other than those identified in Article VII, Section 2 as elected officers, shall be made by International Council as needed. a. Appointments other than those identified in Article VII, Section 2, as elected officers, shall be made by International Council as outlined in the Rules and Procedures. Category: International Council and Volunteers Rationale: This amendment references Gamma Phi Beta s Rules and Procedures, which further outlines the process for appointments in section 20. As the process for appointments has changed with the governance model, this will reflect the process for appointment of volunteers more accurately. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 36

37 BYLAW AMENDMENT #24 To amend Article VI, Section 3. c. by striking as an international officer. Article VI - NOMINATING COMMITTEE AND APPOINTMENTS Section 3. APPOINTMENTS c. Eligibility Any alumna in good standing shall be eligible for appointment. as an international officer. Category: Clarification Rationale: This amendment removes the terminology international officer. As the process for appointments has changed with the governance model, the phrase international officer does not represent the current terminology. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 37

38 BYLAW AMENDMENT #25 To amend Article VII, Section 5. a., by inserting, provided, however, that in extenuating circumstances, an International Council member may participate fully and vote in a regular meeting of International Council via video conference call after in person. Article VII INTERNATIONAL COUNCIL Section 5. MEETINGS a. Regular meetings of International Council shall be held at least once, but customarily three times, within each fiscal year and shall be scheduled by International Council and designated as regular meetings. Members of International Council may participate in regular meetings only by attending in person, provided, however, that in extenuating circumstances, an International Council member may participate fully and vote in a regular meeting of International Council via video conference call. Special meetings of International Council may be called by the International President or by a majority of the elected members. Category: International Council and Volunteers Rationale: This addition is to accommodate that regular meetings have become more technologically integrated over the years. Outside parties present to International Council through video conferencing. Video conferencing will allow a member to participate as if they were in the meeting, seeing all the same presenters and materials, and to engage as if they were attending the meeting in person. As International Council is a governing body, the Sorority should utilize modern technologies and allow International Council members to participate in regular meetings through video conferencing in extenuating circumstances. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 38

39 BYLAW AMENDMENT #26 To amend Article VII, Section 7, by striking The members of International Council shall employ the Executive Director and inserting The Sorority shall employ the Executive Director, with International Council responsible for the appointment, supervision, and termination of the Executive Director. Article VII INTERNATIONAL COUNCIL Section 7. EXECUTIVE DIRECTOR The members of International Council shall employ the Executive Director. The Sorority shall employ the Executive Director, with International Council responsible for the appointment, supervision, and termination of the Executive Director. The Executive Director shall be secretary and treasurer of the corporation. The Executive Director shall attend International Council meetings as directed by International Council but shall not be a member of International Council. Category: Clarification/International Council and Volunteers Rationale: This amendment modifies the language to accurately reflect the legal employment relationship between the Executive Director and the Sorority as well as the role that International Council plays managing the Executive Director. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 39

40 BYLAW AMENDMENT #27 To amend Article VIII, Section 3. by inserting, Facilities Management Company between Sorority and and Foundation. Article VIII INTERNATIONAL HEADQUARTERS Section 3. GAMMA PHI BETA MUSEUM The Gamma Phi Beta Museum shall be housed at International Headquarters and maintained by the Sorority for the care and preservation of Sorority, Facilities Management Company and Foundation artifacts and documents. Category: Facilities Management Company Rationale: This amendment inserts the Facilities Management Company (FMC), which is a defined entity in Article I Organization. This addition acknowledges the FMC s place in the organization and as a potential contributor of museum-worthy artifacts and documents. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaw Amendments 40

41 BYLAW AMENDMENT #28 To amend Article IX, Section 3. a. (3) by substituting the following: (3) An alumnae chapter delegate or alternate delegate can be a chapter advisor, affiliated house corporation officer, alumnae chapter member, or other volunteer leader who is in good standing with the Sorority and an active member in good standing with the alumnae chapter she represents. (4) No alumnae delegate can be a current member of International Council, professional staff or volunteer leader who is attending Convention at the expense of the Sorority or receiving supplemental funds from the Sorority. Article IX CONVENTIONS, SPECIAL MEETINGS AND LEADERSHIP CONFERENCES Section 3. VOTING BODY a. Delegates At all Conventions and special meetings: (3) No international officer, elected or appointed, or member of the nominating committee, or professional staff member may serve as an alumnae chapter delegate or alternate chapter delegate. (3) An alumnae chapter delegate or alternate delegate can be a chapter advisor, affiliated house corporation officer, alumnae chapter member, or other volunteer leader who is in good standing with the Sorority and an active member in good standing with the alumnae chapter she represents. (4) No alumnae delegate can be a current member of International Council, professional staff or volunteer leader who is attending Convention at the expense of the Sorority or receiving supplemental funds from the Sorority. Category: International Council and Volunteers Rationale: This amendment was originally proposed by the Vancouver Alumnae Chapter. The Bylaws Committee proposed a revision to the amendment, which the Vancouver Alumnae Chapter supported. This amendment clarifies who is allowed to be an alumnae delegate and would allow alumnae members who are also volunteer leaders to serve as their alumnae chapter delegate if they are not required to attend Convention as part of their volunteer leader responsibilities or using supplemental funds or discount rates. Volunteer leaders serving as an alumnae chapter delegate would be required to register as a delegate and pay the delegate rate. Alumnae chapters shall maintain the responsibility of selecting who they will designate as their delegate for Convention. Proposed 2018 Gamma Phi Beta Sorority, Inc. Bylaws Amendments 41