GAMMA PHI BETA SORORITY ARTICLE I ORGANIZATION

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1 GAMMA PHI BETA SORORITY BYLAWS ARTICLE I ORGANIZATION SECTION 1. INTERNATIONAL ORGANIZATION The Sorority shall be an international organization composed of collegiate members and alumnae members. SECTION 2. ORGANIZATION OF THE MEMBERSHIP a. Collegiate members shall be organized into Greek-letter chapters. b. Alumnae members shall be organized into (1) Alumnae chapters (2) Crescent Circles c. Chapters shall derive their power from a charter granted by the International Council. d. Greek-letter and alumnae chapters, and crescent circles shall be grouped together by International Council for the purpose of manageable governing and ease of communicating, in the manner set forth in the Rules and Procedures of the Sorority. SECTION 3. FOUNDATION a. The educational and charitable purposes of the Sorority shall be furthered by the Gamma Phi Beta Foundation, through operation in accordance with the Articles of Incorporation and Bylaws of the Foundation. b. The Foundation shall maintain a Gamma Phi Beta Museum for the care and preservation of Sorority and Foundation artifacts and documents. SECTION 4. FOUNDERS DAY The anniversary of the founding of the Sorority, November 11, 1874, shall be designated as Founders Day. Each chapter shall schedule a Founders Day program in November. ARTICLE II MEMBERSHIP SECTION 1. MEMBERSHIP DEFINED Prior to initiation, a woman shall be known as a new member. After meeting all initiation eligibility and financial requirements, a new member shall be initiated by a Greek-letter chapter and become a member for life, unless her privileges, benefits and obligations are terminated by resignation or by removal for cause. SECTION 2. GREEK-LETTER 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 Greek-letter chapter. (b) She is not, nor has been, an initiated member of an existing National Panhellenic Conference fraternity/sorority. (2) Requirements Any eligible woman may be offered membership, provided: (a) She has received an affirmative rating by the Greek-letter chapter or colony, or in the formation of a colony, she has been selected by an international officer authorized by the director of collegiate extension to make such a selection. (b) A written reference has been received from an alumna or collegiate member. (c) She has met the Sorority s academic requirements, as set forth in the Rules and Procedures of the Sorority. b. Initiation (1) Eligibility A new member shall be eligible for initiation, provided: (a) She has had a minimum of six weeks of new member education, except in the case of installation of a new chapter or if special exception is granted by International Council Bylaws 1

2 (b) She is currently enrolled in the college or university where the initiating Greekletter chapter is located, unless she is a new member to be initiated at the time of a Greek-letter chapter installation or special exception is granted by the Collegiate Vice President. (c) She has met the academic requirements for good standing determined by the college or university administration. (2) Right of Initiation A new member who is eligible shall be entitled to initiation, unless: (a) She is incompatible with the chapter; or (b) (c) Her conduct is unbecoming; or She has refused her new member responsibilities or financial obligations to the Sorority. c. Affiliation A member of one Greek-letter chapter who transfers to another college or university where there is a Greek-letter chapter of the Sorority may be affiliated by the second chapter, provided: (1) The chapter which initiated her has sent a recommendation for affiliation and a statement affirming her fulfillment of all chapter, international and house corporation board financial obligations. (2) The affiliating chapter votes to accept the affiliating member by a 2/3 affirmative vote. d. Resignation - A member in good standing may submit a voluntary resignation in writing to the Greek-letter chapter president and/or chapter advisor, following the procedure set forth in the Rules and Procedures of the Sorority. e. Disciplinary Action (1) A member is subject to disciplinary action and possible termination of membership: (a) (b) (c) (d) (e) If she fails or refuses to perform or accept her duties and obligations of membership; or If she violates any official rule or policy adopted by the Sorority or her chapter; or If she is disloyal to the Sorority or her chapter; or If she fails to cooperate in the best interest of the Sorority or her chapter; or If she engages in conduct detrimental to the reputation or well-being of the Sorority, her chapter or other members. (2) The procedure for disciplining a member shall be as set forth in the Rules and Procedures of the Sorority. 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: (1) At least two years have elapsed since the effective date of membership termination. (2) A written request for reinstatement is submitted to the International Council. (3) All financial obligations in arrears at the time of termination have been satisfied. (4) A reinstatement fee is paid. (5) A badge is procured through the Sorority. SECTION 3. ALUMNAE a. Obligations Each alumna member of Gamma Phi Beta is expected to fulfill her financial obligations to the Sorority. This obligation may include, but shall not to limited to, international dues, local alumnae chapter dues or crescent circle dues, and donations to the Gamma Phi Beta Foundation. b. Eligibility All members initiated as collegians shall be granted alumnae status upon graduation from college or as provided otherwise in the Rules and Procedures of the Sorority. c. Eligibility for members initiated as alumnae: (1) Alumnae of local collegiate groups to which a Greek-letter charter is granted are eligible for alumnae membership in Gamma Phi Beta. (2) A woman who is in accord with the aims of Gamma Phi Beta shall be eligible to become an alumna member, provided the following criteria are satisfied: (a) She is not an initiated member of another National Panhellenic Conference group. (b) She is not currently employed by a Gamma Phi Beta House Corporation Board, unless a special exception is granted by International Council 2006 Bylaws 2

3 (c) She has satisfactorily completed the designated course of Sorority education. (d) She has received approval of the initiating chapter, or local alumnae group (if one exists) and the Alumnae Vice President. d. Disciplinary Action (1) An alumna member is subject to disciplinary action and possible termination of membership: (a) If she violates any official rule or policy of the Sorority, or (b) If she engages in conduct detrimental to the reputation or well-being of the Sorority, a Greek-letter or alumnae group (if applicable), or other members. (2) The procedure for disciplining an alumna member shall be as set forth in the Rules and Procedures of the Sorority. ARTICLE III GREEK-LETTER CHAPTERS SECTION 1. DEFINED A Greek-letter chapter shall be a chartered group of women students of an approved college or university. SECTION 2. GRANTING OF CHARTER a. International Council may, by a four-fifths vote, grant a charter for a Greek-letter chapter to a colony when International Council deems the colony has met the standards of the Sorority. b. Upon installation, the chapter shall maintain local autonomy with respect to the chapter operation and management, provided the chapter adheres to the Sorority s bylaws, rules, procedures and policies. SECTION 3. CHAPTER NAMES Greek-letter chapters shall be assigned their names from the letters of the Greek alphabet in regular order. When the letters have been used once, they shall be repeated with the Greek letter "Alpha" prefixed thereto; then repeated with the Greek letter "Beta" and with successive Greek letter prefixes as required. SECTION 4. CHARTER MEMBERS Unless special exception is granted by International Council, charter members of a Greek-letter chapter shall be only those initiated at the time of installation who are registered in the college or university when the chapter is granted its charter, provided that they shall have met the initiation requirements of the Sorority. SECTION 5. CHAPTER PROBATION A chapter may be placed on probation by the International Council for a specified period of time: a. If its scholarship is below the standards prescribed by the Sorority; or b. If its membership has fallen below the standards set for such chapters; or c. If it has failed to cooperate with the international officers in meeting its financial commitments or in performing its duties and obligations as a chapter of the Sorority; or d. If it has failed to meet the Sorority standards of conduct so as to damage the reputation and prestige of the Sorority or so as to interfere with the internal operations and functions of the Sorority. SECTION 6. CHARTER REVOCATION a. A chapter's charter may be revoked by the unanimous vote of the International Council: (1) If the college or university at which the Greek-letter chapter is located discontinues sororities on its campus; or (2) If conditions at the college or university preclude the chapter's adherence to the Bylaws of the Sorority; or (3) If it has not fulfilled the terms of its probation. b. Use of Name When the chapter's charter is revoked, no part of the name of Gamma Phi Beta may be used in establishing a local chapter on that campus. c. Disposition of Property When a charter is revoked: (1) All Sorority paraphernalia and records shall be shipped or otherwise delivered to International Headquarters Bylaws 3

4 (2) All funds and property of the chapter shall be transferred to Gamma Phi Beta Sorority, Incorporated. (3) The transfer of such property shall be made within two years after such charter revocation or cessation of the chapter, but the Financial Vice President may appoint at any time an administrator to manage the funds and property pending such transfer. (4) In the event of chapter indebtedness to the international Sorority, such administrator shall be appointed immediately unless the International Council shall determine such appointment is not necessary to protect the interests of the Sorority. Upon appointment of any such administrator, the title, ownership and all rights to such funds and property shall vest immediately in Gamma Phi Beta Sorority, Incorporated and may be managed and disposed of by the International Council. (5) Gamma Phi Beta Sorority, Incorporated shall be entitled to receive the income of such fund or property. (6) If the Greek-letter chapter has not been reactivated within five years from the date of the charter revocation, then the principal fund shall become the property of Gamma Phi Beta Sorority, Incorporated, absolutely. SECTION 7. CHAPTER REORGANIZATION When the International Council, after consulting the local alumnae group and house corporation board, 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 the International Council. Any member so designated shall remain an alumna unless otherwise designated by the International Council. SECTION 8. REACTIVATION a. The International Council may reactivate a chapter whose charter has been previously revoked. Such chapter shall take the Greek-letter name it bore before revocation. b. If the chapter is reactivated within five years for a Greek-letter chapter or within ten years for a chapter s affiliated house corporation, a sum equal to the fair value of the funds and property transferred pursuant to Section 6 c. shall be returned to the chapter or its affiliated house corporation, as the case may be, for the use and benefit of the Greek-letter chapter as determined by the International Council. SECTION 9. CHAPTER DISPENSATION a. If a Greek-letter chapter establishes to the satisfaction of the International Council that the enforcement of the statutes of the Sorority in every particular would threaten the existence of the chapter, the 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. b. All dispensations shall be subject to annual review by the International Council, which may revoke or modify such dispensation or affirm same by a four-fifths vote at any regular or special meeting. c. If such dispensation is not granted, the chapter may present its case at the next meeting of International Council for reconsideration and vote. SECTION 10. GOVERNMENT a. Bylaws Each Greek-letter chapter shall adopt bylaws for its government. Such bylaws shall not conflict with the Articles of Incorporation, Bylaws or Rules and Procedures of the Sorority. b. Membership Membership entails the fulfillment of all obligations imposed by the Sorority and the chapter. c. Officers The officers of the Greek-letter chapter shall include president, administrative vice president, financial vice president and such officers as are required in the Rules and Procedures of the Sorority. d. Meetings Each Greek-letter chapter shall hold regular weekly meetings during the college term at which all members shall be required to be present. Ritual must be observed during at least one-half of the meetings each month. SECTION 11. CHAPTER SUPERVISION a. Alumnae Advisory Committee Each chapter shall have an alumnae advisory committee Bylaws 4

5 b. Special Supervision At any time deemed necessary, a chapter may be placed under special supervision by the International Council. ARTICLE IV ALUMNAE GROUPS SECTION 1. ALUMNAE CHAPTERS a. Defined An alumnae chapter shall be a chartered group of Gamma Phi Beta alumnae. b. Granting of Charter International Council, by a four-fifths vote, may grant a charter for an alumnae chapter when International Council deems the alumnae chapter has met the standards of the Sorority. c. Chapter Names Alumnae chapters shall take their names from the city, town or area in which founded unless special permission is granted by International Council to use another name. d. Charter Revocation If an alumnae chapter has failed to meet its international obligations, International Council may revoke its charter. e. Disposition of Property (1) If the charter of any alumnae chapter is revoked, all Sorority manuals, records and property of the chapter shall be shipped to International Headquarters, and all funds shall be transferred to Gamma Phi Beta Sorority, Incorporated. (2) If the chapter is reactivated within five years from the date of revocation, a sum equal to the fair value of the funds and property so transferred shall be returned to the chapter. f. Reactivation of Chapter The International Council may reactivate an alumnae chapter whose charter has been previously revoked. g. Government (1) Bylaws Each alumnae chapter shall adopt bylaws for its government. Such chapter bylaws shall not conflict with the Articles of Incorporation, Bylaws or Rules and Procedures of the Sorority. (2) Officers The officers of the alumnae chapter shall include president, administrative vice president, financial vice president and such officers as are required in the Rules and Procedures of the Sorority. (3) Meetings There shall be at least four meetings or activities each year, including at least one to which only members of the Sorority shall be admitted. SECTION 2. CRESCENT CIRCLES a. Defined A crescent circle shall be a group of alumnae who will support Gamma Phi Beta and participate in limited activities of the Sorority. b. Formation International Council may approve an application to establish a crescent circle. c. Crescent Circle Names Crescent circles shall take their names from the city, town or area in which founded unless special permission is granted by International Council to use another name. d. Disbanding Should a crescent circle disband, all properties and assets shall be transferred to Gamma Phi Beta Sorority, Incorporated. SECTION 3. ALUMNAE REFERENCE COMMITTEE Each alumnae chapter shall provide for an alumnae reference committee for the purpose of supplying references from its area to the Greek-letter chapters. A crescent circle may also provide for a committee if it so desires. ARTICLE V AFFILIATED HOUSE CORPORATIONS SECTION 1. PURPOSE If a house, lodge, living quarters, room or share in group housing for the use of a Greek-letter chapter is owned or to be owned, rented or acquired, it shall be the obligation of the local alumnae under the supervision of the Financial Vice President to cause to be established a non-profit corporation or trust to own, lease or otherwise acquire such housing property and to manage, operate and administer the property for the use and benefit of the Greek-letter chapter. The Greek-letter chapter shall be obligated to cooperate in carrying out these purposes. SECTION 2. LEGAL STATUS a. Any house corporation or trust which at any time shall own, hold, lease or otherwise acquire and use property or funds for the benefit of any Greek-letter chapter shall be an affiliated and subordinate 2006 Bylaws 5

6 unit of Gamma Phi Beta Sorority, Incorporated and shall be subject at all times to the jurisdiction of the International Council of Gamma Phi Beta Sorority, Incorporated and shall be subject to and governed by the Articles of Incorporation, the Bylaws and the Rules and Procedures of the Sorority. b. The charter, articles of incorporation and bylaws of any house corporation or trust shall contain such terms as may be described by the International Council, and any amendment of such governing documents must be approved by the Financial Vice President before becoming effective. c. Whenever any amendment to the Sorority's International Articles of Incorporation, Bylaws, or Rules and Procedures requires amendment of the charter, articles of incorporation or bylaws of a house corporation or trust, such amendment of the governing documents of the house corporation or trust must be adopted as promptly as feasible. d. Each house corporation or trust shall maintain its own federal and state tax exemption 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. e. In the event of the failure by a house corporation or trust to comply with all applicable requirements and policies of the Sorority, the International Council may direct that such a house corporation board or trust be dissolved. SECTION 3. HOUSE CORPORATION BOARD Any affiliated house corporation or trust shall be managed and directed by a house corporation board composed of alumnae directors or trustees and, as long as the related local Greek-letter chapter is in active status, at least two representatives of the local Greek-letter chapter as voting ex-officio members of such board. SECTION 4. SUPERVISION The Financial Vice President shall be the principal representative of the Sorority in all matters concerning affiliated house corporations or trusts, subject to review by the International Council. SECTION 5. BORROWING The charter, Articles of Incorporation or Bylaws of each house corporation or trust shall, to the extent permissible under local law, provide that it may not borrow more than $10,000 from any source or sources without the prior approval of the International Council. SECTION 6. SURRENDER OR REVOCATION OF CHAPTER CHARTER If the charter of the related Greek-letter chapter is surrendered or revoked, the affiliated house corporation or trust shall, if requested by the International Council to do so, promptly elect or appoint as additional directors or trustees of the house corporation or trust, with full voting rights, those alumnae members of the Sorority designated by the International Council. SECTION 7. DISPOSITION OF PROPERTY a. If an affiliated house corporation or trust is dissolved, liquidated or ceases to exist for any reason, then all funds and property of such house corporation or trust shall be transferred to Gamma Phi Beta Sorority, Incorporated. Subject to the time limitation set forth in paragraph c., below, a sum equal to the fair value of the funds and property so transferred shall be returned to the chapter or the affiliated house corporation or trust or otherwise applied for the use and benefit of the Greek-letter chapter in such manner and at such time or times as may be reasonably determined by the International Council. b. The transfer of such funds and property to Gamma Phi Beta Sorority, Incorporated shall be made within two years after such revocation or cessation of the chapter or dissolution, liquidation or cessation of an affiliated house corporation or trust, but the Financial Vice President may appoint at any time an administrator to manage the funds and property, pending such transfer; and should the chapter, affiliated house corporation or trust be indebted or directly or indirectly obligated to Gamma Phi Beta Sorority, Incorporated, such administrator shall be appointed immediately unless the International Council shall determine that such appointment is not necessary to protect the interests of the Sorority. Upon appointment of any such administrator, the title, ownership, and all rights to such funds and property shall immediately vest in Gamma Phi Beta Sorority, Incorporated and may be managed and disposed of as determined by the International Council. c. Gamma Phi Beta Sorority, Incorporated shall be entitled to receive and make unrestricted use of the income from such transferred funds or property. If a Greek-letter chapter has not been reactivated within ten years from the date of charter revocation or the date of dissolution of the house 2006 Bylaws 6

7 corporation or trust, whichever is earlier, then the principal fund shall become the absolute, unrestricted property of Gamma Phi Beta Sorority, Incorporated. If a Greek-letter chapter remains active after dissolution of the house corporation or trust and the related principal fund has not been fully expended for the use and benefit of the chapter within ten years from the date of dissolution of the house corporation or trust, then the remaining principal fund shall become the absolute, unrestricted property of Gamma Phi Beta Sorority, Incorporated. ARTICLE VI NOMINATING COMMITTEE AND APPOINTMENTS SECTION 1. NOMINATING COMMITTEE a. Nominating Committee (1) Composition of Nominating Committee The nominating committee shall consist of a chairwoman, six alumnae and two collegiate members in good standing. (The collegiate members shall be appointed as designated in the Sorority's Rules and Procedures.) (2) Term of Office This committee shall serve for two years beginning August 1 following each Convention. (3) Appointment of Chairwoman A chairwoman, who shall be an alumna in good standing, shall be appointed by the International Council for a two year term beginning August 1 of the Convention year. She shall serve without vote. (4) Election of Committee Six members and six alternates in good standing shall be elected at each Convention from nominations submitted by members, chapters or other groups of members. (a) The list of nominees and their qualifications shall be sent to the chapters for their consideration 60 days prior to each Convention. (b) Special consideration shall be given to geographical representation as specified in the Rules and Procedures. (c) Nominations for the committee may be made from the floor by any delegate, provided the nominee has previously consented to serve. (d) The candidate receiving the highest number of votes in each area shall serve as a member, and the candidate receiving the second-highest vote shall serve as the alternate. (e) Should a member be unable to serve, the alternate from her geographical area shall replace her. If neither an elected member nor her alternate can attend the nominating committee meeting, the other members of the nominating committee and the chairman shall appoint, by majority vote, a member from the vacated geographic region to serve. (f) No international officer, nor any other officer appointed by International Council, nor current member of the Gamma Phi Beta Foundation Board of Trustees, nor a member who is a paid employee of Gamma Phi Beta Sorority or Gamma Phi Beta Foundation, shall be eligible for membership on the Nominating Committee. (g) No elected member or alternate who actually serves on the nominating committee may serve two consecutive terms. (h) While serving on the committee, elected members and alternates are not eligible to submit a Prospect form or an Endorsement form, recruit a candidate for a specific office, or become a candidate. b. Procedure (1) Meetings The nominating committee shall meet no later than March 15 before the Convention for the purpose of formulating a slate of one candidate for each office of the International Council and two candidates for each position on the nominating committee. The meeting date shall be determined by October 1 of the year prior to Convention, with the members of the nominating committee and alternates so advised. (2) Submission of Names Names of candidates for the International Council and the nominating committee with their qualifications should be in the hands of the chairwoman of the nominating committee by February 1 preceding Convention to insure consideration Bylaws 7

8 (3) Nominations A majority vote of the nominating committee shall be necessary for slating a candidate. Any unslated nominee who has been considered by the nominating committee shall, if she so requests, be included on the ballot. The list of nominees and their qualifications shall be mailed to chapters 60 days prior to the opening of Convention. Nominations for any office may be made from the floor by any delegate, provided the nominee has previously consented to serve. c. Eligibility (1) Any alumna in good standing, with the exception of Gamma Phi Beta paid personnel, shall be eligible for nomination. (2) Terms No elected International Council officer, with the exception of the Panhellenic Affairs Vice President, shall be eligible to serve more than two consecutive terms in the same office. d. Election of Officers Election shall be by ballot vote, and a majority of votes of delegates accredited and registered shall constitute election. Where there is only one candidate for an office, election may be by voice. SECTION 2. APPOINTMENTS a. Appointments, including appointments of international officers other than those identified in Article VIII, Section 2, as elected officers, shall be made by the International Council as needed. b. Terms Appointments shall be made by the International Council by August 1 in the off- Convention year, with the following exceptions: (1) Editor, The Crescent, who shall be employed in the off-convention year immediately after issuance of the summer issue of The Crescent. (2) Executive Director, who shall be employed by International Council. (3) Collegiate leadership consultants, who shall be employed annually. c. Eligibility Any alumna in good standing shall be eligible for appointment as an international officer. d. Vacancies The International Council shall make the appointments to fill the unexpired term occurring in any of the appointive offices. e. Parliamentarian A professional parliamentarian, who may or may not be a member of the Sorority, shall be appointed by the new International Council at its first meeting. If she is a member, she shall be considered an appointive international officer and the rules pertaining to such officers shall apply to her. ARTICLE VII INTERNATIONAL COUNCIL SECTION 1. GOVERNING BODY The general government of the Sorority shall be vested in the International Council. The International Council shall manage the affairs and property of the Sorority. The International Council shall also have the authority and responsibility to adopt such official rules, procedures and policies as the International Council shall deem necessary or appropriate for the conduct of the activities of the Sorority and shall exercise on behalf of the organization all of its rights, authorities, powers and privileges; provided, however, that the International Council may not, without a vote of the chapters pursuant to Article IX of these Bylaws, require individual members of the Sorority to pay any fee or dues other than those specified in Section 7 of Article X of these Bylaws. SECTION 2. MEMBERS OF INTERNATIONAL COUNCIL International Council shall consist of the International President, the Alumnae Vice President, the Collegiate Vice President, the Education Vice President, the Financial Vice President, the Membership Vice President, and the Panhellenic Affairs Vice President, all of whom shall be elected and voting members of International Council; and the Executive Director, selected by unanimous vote of the other members of International Council, who shall be secretary and treasurer of the corporation and a non-voting member of International Council. SECTION 3. TERMS OF OFFICE The members of the International Council shall take office on August 1 following Convention, or if Convention is held after August 1, immediately following, and serve for a two-year term. SECTION 4. VACANCIES Vacancies shall be filled by the unanimous vote of the remaining members of International Council. In case of a vacancy in the office of the International President, consideration shall first be given 2006 Bylaws 8

9 to a member of the International Council. If no member of the International Council is elected to serve as International President, any alumna in good standing may be elected by the International Council to fill the vacancy. In the event that a vacancy occurs between the election at Convention and August 1, the newly-elected International Council will follow these guidelines for an International Council member replacement. SECTION 5. MEETINGS a. Regular meetings of the International Council shall be held at least once, but customarily three times, within each fiscal year and shall be scheduled by the International Council and designated as regular meetings. Members of International Council may participate in regular meetings only by attending in person. Special meetings of the International Council may be called by the International President or by a majority of the elected members. b. The new International Council shall meet in the fall following each Convention. c. Written notice of a meeting of the International Council shall be given to each member thereof at least sixty (60) days before the date of any regular meeting and at least seven (7) days before the date of any special meeting. Such notice may be delivered personally or mailed to the International Council member at her address as shown in the records of the Sorority. The notice shall state the place, day and hour of the meeting. If notice is given by mail, such notice shall be deemed given on the second business day after the notice is properly mailed in a sealed envelope properly addressed and with proper postage thereon. Attendance of an International Council member at any meeting shall constitute a waiver of notice of such meeting except where the member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice signed by an International Council member shall be deemed equivalent to the giving of the required notice, regardless of whether the waiver is signed before or after the meeting in question. SECTION 6. QUORUM AND VOTING a. At all meetings of the International Council a quorum shall consist of five. All questions shall be decided by at least four affirmative votes. b. Exceptions to these requirements shall be the following: (1) Filling International Council vacancies, when a unanimous vote shall be required. (2) Revoking charters, when a unanimous vote shall be required. (3) Granting charters, when a four-fifths vote shall be required. (4) Suspending or terminating members, when a four-fifths vote shall be required. (5) Reactivating charters, when a four-fifths vote shall be required. c. Members of the International Council may participate in and act at any special meeting of the International Council through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other; provided that a majority of all of the other members participating in such a meeting (including those present in person and those participating through conference telephone or other similar means) consent in writing to (1) such participation by conference telephone or other similar means and (2) the recording of such communication; and provided, further, that such recording is, in fact, made and becomes a part of the official records of International Council proceedings. d. Any action which may be taken at a meeting of the International Council may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the members of the International Council entitled to vote with respect to the subject matter thereof. Any such unanimous written consent shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the International Council. ARTICLE VIII INTERNATIONAL HEADQUARTERS SECTION 1. PURPOSE A business office to be known as International Headquarters under the supervision of the Executive Director shall be maintained to transact business and to keep all records and supplies of the Sorority. SECTION 2. Council. SECTION 3: LOCATION The International Headquarters shall be in a location designated by the International MUSEUM International Headquarters shall house the Gamma Phi Beta Museum Bylaws 9

10 ARTICLE IX CONVENTIONS, SPECIAL MEETINGS AND LEADERSHIP CONFERENCES SECTION 1. CONVENTIONS a. Purpose The purpose of Conventions shall be to receive reports, conduct business pertaining to the general operation of the Sorority and elect officers. b. Conventions of the Sorority shall be held biennially in the even numbered years on dates and at a place to be determined by the International Council. If an emergency makes it inadvisable to hold a Convention in the year specified, the International Council may, when authorized by two-thirds vote of all chapters in good standing, provide for the postponement or omission of a Convention. SECTION 2. SPECIAL MEETINGS a. Purpose The purpose of special meetings shall be to consider business on which decisions cannot be delayed until the next Convention. b. Special meetings may be held at such times and places as International Council shall determine. SECTION 3. VOTING BODY a. Delegates At all Conventions and special meetings: (1) Each Greek-letter chapter in good standing shall be entitled to one delegate and one alternate. (2) Each existing alumnae chapter with at least twelve members and in good standing shall be entitled to one delegate and one alternate. (3) An alumnae chapter with fewer than twelve members and in good standing may have a delegate if special permission is granted by International Council. (4) As a non-voting member of the corporation a crescent circle shall not have a delegate. (5) No international officer, elected or appointed, or member of the nominating committee may serve as an alumnae chapter delegate or alternate. (6) No delegate duly selected by a chapter shall be denied accreditation or registration solely because the Sorority provides partial financial support for the delegate's attendance at Convention. b. Votes The accredited and registered delegates from each Greek-letter and alumnae chapter shall have one vote, except when the number of alumnae delegates equals or exceeds the number of collegiate delegates, in which case each collegiate delegate's vote shall be so weighed that the combined vote of the collegiate delegates is fifty-one (51) percent of the total vote. c. Delegates must be present to vote at Conventions and special meetings; participation by electronic means and voting by proxy are prohibited. SECTION 4. VOTING BY MAIL The requirements for voting by mail shall be the same as the requirements for Conventions and special meetings, except as set forth in Article IX, Section 4. c. SECTION 5. QUORUM A majority of the accredited delegates registered shall constitute a quorum for a Convention, special meeting or leadership conference. SECTION 6. LEADERSHIP CONFERENCES Leadership conferences may be held in alternate years between Conventions on dates approved by the International Council. ARTICLE X FUNDS AND FINANCE SECTION 1. GENERAL AUTHORITY The Sorority may buy, own, lease, receive by gift or otherwise acquire and use land, buildings, furnishings, equipment, securities, money or other real or personal property and may convey, mortgage, pledge, sell, assign, transfer or otherwise deal with and dispose of any such funds or property; provided, however, that any use or disposition of any funds or other property of the Sorority must be consistent with and in furtherance of one or more of the objects and purposes of the Sorority which are set forth in its Articles of Incorporation Bylaws 10

11 SECTION 2. FUNDS a. The General Fund shall consist of fees and dues levied upon chapters and/or members and other unrestricted income or monies paid into the Sorority treasury and shall be utilized for the transaction of Sorority business and affairs, assistance to chapters and other general Sorority purposes. b. The Loan Fund, established in 1970 from the former Endowment-Crescent Fund Trust, shall consist of cash, notes and personal and real property. The principal of said fund shall be used for loans for the construction, purchase, lease or improvement of chapter housing or International Headquarters facilities for furnishings and equipment for such chapter housing or International Headquarters facilities and for other related purposes. The net income from said fund shall be used for additional loans or for educational or charitable purposes. SECTION 3. FINANCIAL ADVISORY BOARD The Financial Advisory Board shall assist International Council in achieving Sorority financial objectives through stewardship of international financial resources. a. Appointment The Financial Advisory Board shall be appointed by International Council from among nominees proposed by the director of volunteer recruitment, the current Financial Advisory Board chairwoman, and a representative of the financial department. In addition to these appointees, the Financial Vice President shall serve as a voting member, and the Executive Director of the Sorority shall serve as a non-voting member. The number of Financial Advisory Board members will be recommended by this committee and approved by International Council. Financial Advisory Board members shall have education or experience in business, law, finance, real estate, and/or Sorority or Foundation operations. b. As an advisory board, the Financial Advisory Board's authority shall be limited to making recommendations to International Council, and the Financial Advisory Board may not act on behalf of or bind International Council to action. International Council shall retain the policy making authority and the responsibility for the Sorority. c. Financial Advisory Board working rules and procedures shall be approved by International Council. SECTION 4. WITHDRAWAL OF FUNDS In the event at any time the Sorority shall require or need additional funds for its general operations or purposes, International Council, upon the recommendation of the Financial Advisory Board, shall have the power, by majority vote, to withdraw up to $50,000, in a biennium, either in a lump sum or in such installments as it deems advisable, from the Loan Fund in such amount and at such times as the International Council shall decide. No further or additional sum may be withdrawn without the recommendation of the Financial Advisory Board and the International Council and the approval of the voting body of the next Convention, special meeting or mail vote. SECTION 5. FISCAL YEAR The fiscal year of the Sorority shall extend from August 1 through July 31. SECTION 6. BONDING All those authorized to sign on the Sorority checking and savings accounts or to enter safety deposit boxes shall be bonded. SECTION 7. FEES a. Individual Members (1) Greek-letter (a) Membership Fee $150 plus the cost of badge 1. An installment of $50 is due and payable to the chapter financial vice president at the time of pledging and shall be remitted to International Headquarters immediately by the chapter financial vice president. 2. An installment of $100 plus the cost of a badge is due and payable to the chapter financial vice president before initiation and shall be remitted to International Headquarters immediately by the chapter financial vice president. An initiate may be excused from purchasing a badge if she has 2006 Bylaws 11

12 (b) permission from the Executive Director or her designee to wear a family badge. Affiliation Fee An affiliating member shall pay an affiliation fee, not to exceed $25, to be retained by the affiliation chapter. (c) Reserve or Building Fund 1. All new members and initiates of a Greek-letter chapter shall contribute to a fund for the purpose of building, purchasing, maintaining or furnishing a chapter house, lodge or room or for the future benefit of the chapter. The amount of such contribution shall be determined by the affiliated house corporation board if one exists, otherwise by the financial advisor with approval of the Financial Vice President. 2. This fund, until needed, may be invested by the affiliated house corporation board, if one exists; otherwise, by a committee of three or more alumnae members appointed by the president of the nearest alumnae chapter. 3. Each new member shall pay an international building fee of $10, which will become a part of the principal of the Loan Fund. (d) Reinstatement Fee Each reinstated member shall pay a fee of $100. (e) Annual Dues Each member shall pay annual international dues of $100 (effective August 1, 2007). These dues are payable in equal semi-annual installments beginning the first school term following initiation. (f) Cost of Living Adjustment to Annual Dues - Beginning as of August 1, 2012, the annual dues assessed per Section 7.a. (1) (e) shall be adjusted every five years to reflect the cumulative change in the United States Consumer Price Index during the preceding five years. (g) Good Standing Good standing shall mean fulfillment of all local and international obligations. (2) Alumnae (a) Alumnae Initiate Fee 1. Each alumna initiate shall pay a membership fee of $50 plus the cost of a badge purchased through the Sorority, and the international alumna dues for the current year. 2. The fee and dues are due and payable to International Headquarters prior to initiation. (b) Annual Dues Each alumna shall pay annually international dues of $25 (c) (effective August 1, 2001). Good Standing Good standing shall be defined as payment of international dues. b. Chapters (1) Good Standing Good standing of chapters shall mean fulfillment of all international financial and reporting obligations. (2) Technology, Publications and Forms Fee Each chapter, and house corporation and crescent circle shall pay a fee annually to cover the costs of the international Web site, publications and forms as follows: $60 alumnae chapters; $60 Greek-letter chapters with 75 or fewer members and House Corporation Boards supporting Greek-letter chapters with 75 or fewer members; $100 Greek-letter chapters with 76 or more members and House Corporation Boards supporting Greek-letter chapters with 76 or more members; and $10 crescent circles. SECTION 8. BUDGETS, AUDITS AND FINANCIAL EXAMINATIONS a. International (1) General Fund Budget (a) Budget Committee The Financial Vice President and the Executive Director shall act as the budget committee Bylaws 12

13 (b) The budget committee shall prepare a general fund budget and present it annually before August 1 to the International Council for adoption. (c) At each Convention a preliminary estimate of the general fund budget for the ensuing biennium shall be presented. (2) Audit All funds of the Sorority shall be audited annually by a certified public accountant to be appointed by the International Council. b. Chapters Greek-letter, Alumnae and Affiliated House Corporations (1) Budget The treasurers of Greek-letter chapters and affiliated house corporations shall use a system of budgeting and bookkeeping approved by the Financial Vice President. (2) Financial Examination The treasurer's accounts of alumnae and Greek-letter chapters and affiliated house corporations shall be examined annually, and the report shall be submitted to International Headquarters with a copy of the Federal Return for Tax Exempt Organizations (Form 990), if such return is required by law. SECTION 9. BORROWING No Greek-letter chapter, alumnae chapter or crescent circle may borrow money without prior approval of International Council. SECTION 10. LIABILITY INSURANCE The International Council may determine that it is in the best interests of the Sorority to maintain liability insurance coverage for one or more Greek-letter chapters, one or more alumnae chapters, one or more crescent circles, one or more affiliated house corporations or trusts, or any other affiliated group or organization under one or more policies of insurance maintained by the Sorority but in which such chapters, crescent circles, house corporations or trusts, or other affiliated organizations are named as additional insured parties, the International Council may arrange for such a policy or policies of insurance and allocate the cost in a reasonable manner among the additional insured groups or organizations. The Sorority shall be entitled to collect from each chapter, crescent circle, house corporation or trust, or other affiliated organization which is insured in the said manner an amount equal to its allocated portion of the total premium cost for such multi-party insurance coverage. The insurance cost payable by any chapter, crescent circle, house corporation or trust, or other affiliated organization pursuant to this section shall constitute a general operating expense of the insured group or organization and shall not constitute a tax imposed on any individual members of the Sorority. ARTICLE XI INDEMNIFICATION OF OFFICERS AND MEMBERS OF THE INTERNATIONAL COUNCIL SECTION 1. DIRECT INDEMNIFICATION To the full extent permitted by, and in accordance with the procedure prescribed in the General Not for Profit Corporation Act of Illinois, the Sorority shall indemnify any and all of the members of International Council (which members shall hereinafter in this Article be referred to as "directors") and any and all of the officers, employees, agents and representatives of the Sorority for certain expenses and other amounts paid in connection with legal proceedings in which any such persons become involved by reason of their serving in any such Sorority capacity. SECTION 2. INSURANCE Upon specific authorization by the International Council, the Sorority may purchase and maintain insurance on behalf of any or all directors, officers, employees, agents or representatives of the Sorority against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the Sorority would have the power to indemnify them against such liability under the provisions of Section 1 of this Article. ARTICLE XII THE CRESCENT SECTION 1. PUBLICATION A quarterly magazine, to be known as The Crescent, shall be published by the Sorority. It shall be mailed to all members. SECTION 2. STAFF The staff of the magazine and their duties shall be set forth in the Rules and Procedures of the Sorority. ARTICLE XIII INSIGNIA, SYMBOLS AND RITUAL 2006 Bylaws 13

14 SECTION 1. INSIGNIA a. Badge (1) The badge of the Sorority shall consist of a monogram of the three Greek letters, surrounded by a black enamel crescent, the lower part of which shall bear certain Hebrew letters. The official size of the badge shall be five-eighths inch in diameter. (2) The only exception shall be the badge with white enamel crescent, three-quarters inch in diameter, which shall be designated for present and former Grand Council and International Council members. (3) The International Council badge with Greek letters fully set in diamonds shall be available for purchase only by or for the International President and those who have served in that office. b. Pledge Pin The pledge pin shall be a brown shield with light brown crescent in the center. c. Coat-of-Arms The coat-of-arms shall be a shield topped by a burning Greek lamp, with a scroll below the shield bearing the Greek letters Gamma, Phi and Beta. The left half of the shield shall contain three carnations, the upper right quarter an open book and the lower right quarter a crescent opening to the left. SECTION 2. SYMBOLS a. Colors The colors shall be light and dark brown. b. Flower The flower shall be the pink carnation. c. Open Motto The open motto shall be "Founded Upon a Rock". d. Ritual Symbols All ritual symbols, including the secret motto, grip, password and signature shall be revealed to the candidate upon initiation. e. Crescent A crescent shall constitute a symbol of the Sorority. f. Greek Letters and Words, Gamma Phi Beta The Greek letters and words, Gamma Phi Beta, shall constitute symbols of the Sorority. SECTION 3. PROTECTION Official versions of Sorority insignia, symbols and name are protected by trademark registration. The design or representation of the badge, coat of arms, new member pin, recognition pins, other jewelry, flags, the Greek letters Gamma Phi Beta and the words Gamma Phi Beta, or any derivation thereof, shall not be manufactured, created, used, reproduced, offered for sale or distributed by any person, company or firm except as specifically authorized in writing by International Council or its official representative. All rights, title and interest that may be established from the use of Sorority insignia, symbols and name shall accrue to the sole benefit of the Sorority, unless otherwise assigned in writing by International Council. SECTION 4. RITUAL a. Rituals for pledging and initiation are found in the official ritual manual. b. Changes in pledging and initiation ritual may be amended only at Convention by a two-thirds vote of delegates accredited and registered. c. Other rituals may be adopted, implemented or repealed by International Council. ARTICLE XIV AWARDS OF HONOR SECTION 1. COMMITTEE The Awards committee shall consist of three members appointed by the International Council. SECTION 2. HONOR ROLL Members in good standing who have created and developed a service for the Sorority that has contributed notably over a period of years toward the fulfillment of the aims of the organization, and members who have given distinguished service at the highest international level over a period of years shall be deemed eligible for consideration for the Honor Roll. Members of International Council shall not be eligible while holding office. SECTION 3. SERVICE ROLL Members in good standing who have given long, devoted and constructive service for a minimum of five years at the international level, and fifteen years total at both the local and international level, as well as financial support to Gamma Phi Beta Foundation or the Sorority for a minimum of five years, shall be 2006 Bylaws 14