ZETA PHI BETA SORORITY, INC. Atlantic Region STATE OF NEW YORK BYLAWS

ZETA PHI BETA SORORITY, INC. Atlantic Region STATE OF NEW YORK BYLAWS Mary Breaux Wright International Grand Basileus Janet Y. Bivins, Esq. Atlantic Region Director Nilda E. Rivera, Esq. New York State Director Beverly S. Tatham, PRP New York State Phylacter 2 nd Edition, ADOPTed May 6, 2017

Amended during the New York State Leadership Conference in May 6, 2017 Soror Nilda E. Rivera, Esq. New York State Director Soror Beverly S. Tatham, PRP New York State Phylacter (2016-18) The State s Constitution was dissolved and folded/updated into the Bylaws pursuant to a motion adopted during the 2014 Boulé. This work was completed on February 29, 2016 under the direction of the New York State Bylaws Revision Committee, chaired by Soror Beverly S. Tatham, New York State Phylacter and formally adopted during the 2016 New York State Leadership Conference on April 30, 2016. Soror Shanell L. Robinson New York State Director Soror Beverly S. Tatham, Esq. New York State Phylacter (2014-16) Amended during the New York State Leadership Conference in 2012 Soror Levette Jones New York State Director Soror Loraine Richardson-McCray New York State Phylacter (2008-12) Past State Directors 3 rd Dorothy Bass ** 4 th Barbara O Banyoun-West** 5 th Angela Sprouse ** 6 th Lorraine Clement 7 th Andrea Hill ** 8 th Maryanne Douglas-French 9 th Jacqueline Lemon-Denton 10 th Shernette Morrison 11 th Levette Jones 12 th Shanell L. Robinson ** Deceased 2 P age

BYLAWS OF THE STATE OF NEW YORK OF ZETA PHI BETA SORORITY, INCORPORATED PREAMBLE: We, a group of college women, organized as the State of New York, of Atlantic Region, Zeta Phi Beta Sorority, Inc., the sister Greek-letter Sorority of the Phi Beta Sigma Fraternity, do hereby bind ourselves together for the purpose of promoting the cause of education by encouraging the highest standards of scholarship, through scientific, literary, cultural, and education programs; uplifting worthwhile projects on college campuses and within the community and fostering the spirit of sisterly love and promoting the idea of Finer Womanhood. 3 P age

ARTICLE I - NAME The name of this organization shall be the State of New York of the Atlantic Region, Zeta Phi Beta Sorority, Inc. ARTICLE II - GOALS & OBJECTIVES The goals and objectives of the State are to promote the goals of Zeta Phi Beta Sorority, Inc., which fosters the ideals of: A. Scholarship B. Service C. Sisterhood D. Finer Womanhood The State s goals and objectives shall be reflected in the implementation of the following objectives: A. To perpetuate and continue the growth of Zeta Phi Beta Sorority, Inc., in the State by reactivation, reclamation, recruiting, and retention of chapters, Sorors, Amicae, Archonettes, Amicettes, and Pearlettes. B. To design and implement community action and volunteer programs throughout the State that will contribute to the improvement of community life and the human condition. C. To enhance the service of community programs by problem identification of individuals and groups in examining the kinds of services available. D. To provide task oriented groups to engage in expressive activities such as fundraising and volunteer support. E. To promote the concept of networking. ARTICLE III - MEMBERSHIP & CHAPTERS The State of New York shall be composed of graduate and undergraduate women as defined in Zeta Phi Beta Sorority, Inc. Constitution & Bylaws. All chartered chapters within this state shall comprise the State of New York. A. Geographic Areas The State shall be divided into four geographic areas known as 1. Southeast (Brooklyn, Queens & Long Island) 2. Northwest (Bronx, Westchester, Manhattan & Staten Island) 3. Mid-State (northwestern counties from Poughkeepsie to and including Plattsburgh) 4. Upstate (northeastern counties from Utica to and including Niagara Falls) 4 P age

B. Graduate Chapter There shall be chapters in cities and counties known as graduate chapters. They shall be composed of college and university graduate women. C. Undergraduate Chapters There shall be chapters located on college campuses composed of currently matriculating undergraduate women. These chapters shall be known as undergraduate chapters and shall have a graduate advisor available within fifty (50) miles of the campus for counseling. The bylaws of an undergraduate chapter must not conflict with campus rules or sorority guidelines. However, in the event there is a conflict, the campus rules shall prevail. D. Metropolitan Undergraduate Chapters A metropolitan chapter of undergraduate status may be authorized, upon the request of a graduate chapter, in cities where one or more colleges are in operation, but where stipulation or condition prevents the establishment of campus chapters. Applicants to the metropolitan undergraduate chapter must be currently matriculating undergraduate women. ARTICLE IV - STATE STRUCTURE The structure of the State of New York shall be comprised of the State Director and the following officers: A. State Executive Board B. Elected Officers C. Geographic Area Coordinators ARTICLE V - OFFICERS & ELECTIONS State Officers A. The officers elected in accordance with these Bylaws shall be: 1. Grammateus 2. Anti-Grammateus 3. Tamias 4. Tamias-Grammateus 5. Phylacter 6. State Representative to the Regional Nominating Committee 7. State Representative to the Regional Elections Committee 8. Undergraduate Representative to Executive Board Qualifications of State Officers A. Sorors nominated for and/or elected to the office of Grammateus, Anti- Grammateus, Tamias, Tamias-Grammateus, Phylacter, State Representative to the Regional Nominating Committee, State Representative to the Regional Elections Committee, and Undergraduate Representative to Executive Board 5 Page

must meet the following qualifications: 1. Active Member of the Sorority for a minimum of three (3) consecutive years preceding the election. Sorors nominated and/or elected to the office of Undergraduate Representative to the Executive Board shall be excluded from this qualification requirement because of an undergraduate soror s term in school does not allow her to have three active consecutive years. 2. Zeta Organizational Leadership (ZOL) Training Program Certification or experience as an officer in a chapter. 3. Minimum of two (2) years of state conference experience for graduate elected positions and minimum of one (1) year state conference experience for the office of Undergraduate Representative to the State Executive Board. 4. Minimum of one (1) year of regional conference experience. Section 3 Elections Officers and the Nominating Committee Members shall be elected every two years during the State Leadership Conference. Officers and the Nominating Committee Members must be elected by the majority of the eligible registered voting members present at the State Leadership Conference provided there is a quorum present during the time set aside for election of officers. The election shall be by secret ballot that may include paper ballot, voting machines or electronic voting systems. Section 4 Installation of Officers Installation of newly-elected officers shall take place before the close of the State Leadership Conference. Section 5 Tenure An elected officer may serve a maximum of two consecutive two-year terms. Section 6 Office-Holding Limitations No chapter shall have more than two (2) elected officers, excluding the State Representative to the Regional Nominating Committee and State Representative to the Regional Elections Committee. Section 7 Vacancies A. Should an elected officer find it necessary to vacate her office, she must submit a letter of resignation to the State Director. Upon receipt of the resignation the State Director shall appoint a person to fill the unexpired term and notify all financial chapters of her appointee immediately thereafter. 6 P age

Section 8 B. Should a vacancy exist for any other reason, the State Director shall appoint a person to fill the unexpired term and notify all financial chapters of her appointee immediately thereafter. Duties of the State Officers A. State Director The State Director is the National appointed representative of the Grand Basileus in the State. As such, she shall perform those duties and responsibilities particular to her State. She must take and successfully complete the Zeta Organizational Leadership (ZOL) Training Program Certification and become ZOL certified prior to or within one year after being appointed as State Director. She shall sign all state documents and countersign all state checks. She shall also authorize travel and office expense(s) for all state officers. She shall appoint officers for the state that are aligned with those listed in Article IV, the current edition of New York State Standard Operating Manual, and any other officers that are deemed necessary to implement the state, regional, and national programs. She shall organize and conduct the annual State Leadership Conference, Executive Board Meeting, and any other meetings permitted under Article VI. The State Director shall serve as Chairperson of the Executive Board. B. Grammateus The Grammateus shall be the recorder of the proceedings at all state conferences and/or meetings. She shall be responsible for registration and roll call at all state conferences and meetings. She shall send copies of the minutes of the State Leadership Conference and Executive Board Meeting to all financial chapters no later than ninety (90) days after the close of the conference and meeting. All records shall be bound and kept up to date by the incumbent Grammateus. C. Anti-Grammateus The Anti-Grammateus shall perform such duties as assigned to her by the Grammateus (especially at the state conferences and meetings) such as assisting with registration, roll call, and recording proceedings in the absence of the Grammateus. She shall be responsible for the correspondence requirements of the State Director and shall work under her direction. Word processing skills and knowledge of computer systems is preferred. E. Tamias The Tamias shall be the custodian of all monies of the State received from the Tamias-Grammateus. She is only to use the State s debit card for approved expenses in accordance with the State s adopted budget. She shall keep and maintain full and accurate books and records of accounts of State s transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, and other matters customarily included in financial statements, as deemed applicable. She shall disburse monies only on approval forms with vouchers and disbursement receipts 7 P age

countersigned by the State Director, in accordance with approved budget allocations, with copies of same sent to the Tamias-Grammateus. The Tamias shall prepare the State s budget for the year based upon the income and expenditures of the previous year. She shall review supporting documents and budget justifications provided by the appointed and elected Chair, and give consideration to new requests and anticipated/projected activities. She shall make quarterly checks of income and expenditures, compare, and monitor actual financial performance in relation to the budget accepted by the Body. The Tamias shall prepare highly contextual written reports clearly communicating the State s financial and cash position, its adherence to the budget, its allocation of income, and disbursement of expenses, trends, concerns, and assessment of the State s fiscal health. Additionally, she shall present written quarterly reports to the Executive Committee and annual financial and budget reports to the assembly during the State Leadership Conference and the Executive Board Meeting. She shall be responsible for the preparation and submission of financial reports to the State Director, Grammateus (for distribution to all financial chapters), and Tamias- Grammateus within one month after the State Leadership Conference. F. Tamias-Grammateus The Tamias-Grammateus shall receive all monies from chapters or other sources for the state and turn them over to the Tamias. She shall keep an accurate record of monies received, and she shall provide properly receipts to all sources. She shall receive a copy of all disbursements made by the Tamias, which have been countersigned by the State Director. She shall prepare and submit a report to the State Director, Grammateus (for distribution to all financial chapters) and Tamias within two weeks after the State Leadership Conference. She shall present a report of the monies she has received to the assembly during the annual State Leadership Conference as well as during the Executive Board Meeting. G. Phylacter The Phylacter shall be present at all meetings of the State. She shall serve as the Chairperson of the Bylaws Committee. She shall advise the State Director of rules and regulations governing the State according to the Constitution & Bylaws of Zeta Phi Beta Sorority, Inc., the Atlantic Region Bylaws and these Bylaws as well as the current edition of Robert's Rules of Order Newly Revised. 8 P age

H. State Representative to the Regional Nominating Committee She shall represent the interests of the State on the Regional Nominating committee and ensure that the requirements of the Atlantic Region Bylaws are met for the nominations of regional officers. I. State Representative to the Regional Election Committee She shall represent the interest of the State on the Regional Elections Committee and ensure that the requirements of the Atlantic Region Bylaws are met for the elections of regional officers. J. Undergraduate Representative to the State Executive Board She shall represent the interests of the undergraduates on the State Executive Board. Section 9 Duties of the Geographic Coordinators A. Geographic Coordinators Geographic Coordinators shall be appointed by State Director and shall perform those duties assigned to her by the State Director. ARTICLE VI - MEETINGS State Leadership Conference A. There will be an annual State Leadership Conference called by the State Director. The State Leadership Conference shall be located in an area that is accessible to all modes of transportation and has adequate meeting accommodations. B. The State Leadership Conference shall be comprised of: 1. All financial chapters represented by two (2) financial delegates 2. Regional Director 3. State Director 4. Incumbent State Officers 5. Life Members 6. Grand Basileus 7. National Officers 8. Past Grand Basilei in the State 9. Past State Directors 10. Past Regional Director of the State 11. Financial Members at large a. Amicae b. Archonettes c. d. Amicettes Pearlettes C. The following shall have the right to cast one vote on any issue during the State Leadership Conference: 9 P age

1. Grand Basileus 2. Two (2) delegates from each financial chapter 3. Registered Life Members of the State 4. Elected State Officers 5. State Director 6. Elected National Officers in the State 7. Geographical Coordinators 8. Regional Director 9. Immediate Past State Director in the State 10. Past Grand Basilei of the State D. Twenty-five percent (25%) of the current financial chapters in the State shall constitute a quorum for transacting business at the State Leadership Conference. State Executive Board Meeting A. The State Executive Board shall meet annually. The Executive Board may be called into session upon written request of five (5) financial chapters or by the State Director. B. The Executive Board shall consist of the following individuals who shall have the right to cast one vote on any issue during the Board Meeting: 1. Regional Director 2. State Director 3. Elected State Officers 4. Immediate Past State Director in the State 5. Basilei (or her designee) of chapters in the State 6. Undergraduate State Coordinator 7. Chairperson of the Undergraduate Council 8. Undergraduate (Elected) Representative 9. Elected National Officer(s) of the State C. Basilei (or designees) from twenty-five percent (25%) of the current financial chapters in the State shall constitute a quorum for transacting business at the State Executive Board Meeting. ARTICLE VII - EXECUTIVE COMMITTEE State s Executive Committee A. The State s Executive Committee shall be comprised of the following officers: 1. State Director 2. Grammateus 3. Tamias 4. Tamias-Grammateus 5. Phylacter 6. 7. Undergraduate Representative to the Executive Board Geographical Coordinators 10 P age

B. Authority of the State Executive Committee The State s Executive Committee shall be the supreme authority of the State during the interim of the State Leadership Conference and Executive Board Meeting. The administrative powers of the State of New York of the Atlantic Region of Zeta Phi Beta Sorority, Incorporated shall be vested in the State Executive Committee set forth in Article VII A. C. Duties and Responsibilities The State s Executive Committee is empowered to act when necessary to effectuate the goals and objectives of the State and in matters of expediency where the presence of the State Executive Board is not obtainable. The Executive Committee may exercise the powers and functions of the State s Executive Board. However, delegation of authority to the Executive Committee does not absolve the State s Executive Board of its responsibilities. The Executive Committee shall approve all modification to the State's annual budget during the interim of the State Leadership Conference and Executive Board Meeting. The Executive Committee shall present a report of its activities during the State Leadership Conference as well as the State Executive Board Meeting. ARTICLE VIII - COMMITTEES The State Director shall appoint all standing committees except for the Executive Committee (not inclusive of the Geographic Coordinators who are appointees of the State Director), Nominating Committee, and the Bylaws Committee. She shall be ex-officio of all committees except the Nominating Committee. Standing Committee Standing Committees are constituted to perform a continuing function. Committee assignments shall be made at the beginning of each administration. There shall be the following standing committees: A Nominating Committee 1. The Nominating Committee shall be comprised of nine members elected from the geographic areas of the State. The Chairperson shall be elected by the Committee Members. No geographic area may have more than three representatives. No chapter shall have more than one representative. No representative shall serve more than two (2) consecutive terms. 2. The Nominating Committee shall establish guidelines for the submission of nominees for State Officers as well as the duties and qualifications for candidates for each office in accordance with Article V of these Bylaws which shall be distributed to all financial chapters in the State at least ninety (90) days prior to 11 P age

the annual State Leadership Conference. In addition, the Nominating Committee shall prepare and distribute a preliminary ballot to the chapters of NYS 30 days prior to the NYS Leadership Conference, to the delegates assembled at the State Leadership Conference, conduct nominations from the floor for any office, prepare the final ballot, and submit a written final report to the Grammateus prior to the end of the State Leadership Conference. B. Election Committee 1. The Election Committee shall be comprised of nine members. No geographic area may have more than three representatives on the Committee. No chapter shall have more than one representative. No representative shall serve more than two (2) consecutive terms. The Chairperson of the Election Committee shall be appointed by the State Director. 2. The Election Committee shall provide guidelines for the efficient operation of voting for State Officers and the Nominating Committee Members to the delegates assembled at the State Leadership Conference, subject to the approval of the Executive Board. The Election Committee shall also conduct the election of officers and the Nominating Committee Members by secret ballot, announcing the official results, and provide a written official report of the election, its procedures, and results for the Grammateus prior to the end of the State Leadership Conference. C. Credentials Committee The Credentials Committee shall include the Tamias-Grammateus who shall serve as the Chairperson. The Credentials Committee shall be responsible for supervising the accreditation and registration of delegates to all State Leadership Conferences and Executive Board Meetings. D. State Leadership Conference & Meetings Planning Committee The Planning Committee for State Leadership Conference and Executive Board shall comprised of the State Director, Geographic Coordinators, Budget & Finance Coordinator, Special Events Coordinator, Public Relations Coordinator and the chapter Basilei of the geographic area selected for the conference/meeting. E. Budget and Finance Committee The Budget and Finance Committee shall be comprised of the Budget & Finance Coordinator, the Tamias and the immediate past Tamias for advisory purposes. The Budget and Finance Committee shall prepare a budget for the year based upon the income and expenditures of the previous year and give consideration to new requests and anticipated/projected 12 P age

activities. The Committee shall make a periodic check of expenditures and compare them to the budget accepted by the Body. The Committee shall monitor financial investments of the State and make recommendations based on current market trends. F. Bylaws Committee The Bylaws Committee shall be comprised of the State Phylacter, Undergraduate Representative to the Executive Board, and representatives from financial chapters. This Committee shall have the responsibility to review and recommend revisions to the State's Bylaws, prepare amendments for the Bylaws approved at State Leadership Conference for publishing, and review all chapter Bylaws to ensure conformity within the State. G. New York State Legal Advisory Council The New York State Legal Advisory Council shall be comprised of five (5) members (including the chairperson) who are duly licensed to practice law in the State of New York. The Council and its Chairperson shall be appointed by the State Director. The chairperson of the Council shall hold the title of Chief Legal Counsel. All members of the New York State Legal Advisory Council must take the Sorority s Risk Management Training prior to or within one year after being appointed. The Legal Advisory Council shall serve as an advisory body to the elected and appointed officers of the State of New York. The Council shall provide opinions including the necessary course of action to identify, address and remediate legal/risk implications pertaining to the operation of the State. In addition, the Council shall develop standardized compliance policies and procedures in accordance with the Sorority s Risk Management Manual in order to protect and sustain the State s interests. The Chief Legal Council or her designee shall assist the State Director in the negotiations of all State contracts/agreements. The Chief Legal Council or her designee shall be present at all New York State Executive Board Meetings as well as the annual New York State Leadership Conference to provide legal advice and handle all legal/risk matters pertaining to the meeting/conference. In addition, she shall provide an annual report of the Council s activities and recommendations at the New York State Leadership Conference. The State Executive Board shall be empowered to use other legal services if necessary or expeditious. ARTICLE IX - BUDGET, ASSESSMENTS, & FEES Budget A. The budget year shall be identical to Zeta Phi Beta Sorority, Inc. International Office. B. Each elected and appointed state office shall submit a proposed operational 13 P age

budget for the year based upon the income, expenditures of the previous year, the review and submission of supporting documents and budget justifications aligned with their proposed activities. The State Director must receive proposed budgets by March 1st annually. C. The State s annual budget shall be approved at the NYS Leadership Conference or the Executive Board Meeting. The Tamias shall disseminate the State s adopted annual budget to the Executive Board within 30 days of approval. D. All state conferences and meetings registration fees and hotel accommodation expenses of the State Director, Grammateus, Tamias, Tamias-Grammateus, Phylacter and the Undergraduate Representative to the Executive Board shall be paid by the state in accordance with the adopted budget. Assessments and Fees A. Each chapter and Soror shall pay annual assessments and fees to New York State as determined by the Bylaws and/or as determined by the previous New York State Leadership Conference and is due and payable by October 31 st of each year. A late tax will be assessed thereafter. Newly chartered chapters within the current sorority year must remit said assessments and fees within 30 days of chartering. A late will be assessed thereafter. B. Failure to pay the assessments, fees and late taxes (if applicable) for the chapter and/or a Soror renders the chapter and/or the Soror unfinancial. C. Unfinancial chapters and/or Sorors are not entitled to the privileges of the State. The Chapter and Soror may not attend the New York State Leadership Conference or New York State Executive Board Meeting, with the exception of a chapter to be chartered during said conferences and its charter members. Unfinancial Sorors may not be elected or appointed to represent Zeta Phi Beta Sorority, Inc., in New York State, or represent New York State on the Regional or National governance levels. Chapters chartered during the State Leadership Conference or Executive Board Meeting will be deemed non-voting until their New York State assessments and fees are paid. D. All financial assessments approved by the State Executive Board must be approved during the annual New York State Leadership Conference and by a majority vote provided a quorum is present. E. In order for a chapter delegate or Life Member to vote at the State Leadership Conference or a meeting of the Executive Board, all assessments and fees plus late taxes (if applicable) must be paid no later than 60 days preceding the State Leadership Conference or meeting of the Executive Board. No chapter taxes, fees, assessments and/or late taxes will be accepted at the State Leadership Conference or Executive Board Meeting. 14 Page

ARTICLE X - PARLIAMENTARY AUTHORITY Corporate The State of New York of the Atlantic Region, Zeta Phi Beta Sorority, Inc. shall maintain a non-profit corporate status with perpetual terms to its educational and charitable purposes. Parliamentary A. The State of New York of the Atlantic Region, Zeta Phi Beta Sorority, Inc., shall govern by Zeta Phi Beta Sorority Inc., Constitution & Bylaws, Atlantic Region Bylaws, New York State Bylaws, New York State Standing rules and any special rules of order this Society may adopt. B. The current edition of Robert s Rule of Order Newly Revised shall govern in situations to which they are applicable and not covered in the Zeta Phi Beta Sorority Inc., Constitution & Bylaws, Atlantic Region Bylaws, New York State Bylaws, New York State Standing rules and any special rules of order this Society may adopt. C. The current edition of NYS Financial Management Policy and Procedure Manual shall govern the financial proceedings of the State. ARTICLE XI - AMENDMENT OF THE BYLAWS Section 3 Section 4 Section 5 These Bylaws may be amended by a two-thirds (2/3) vote of the registered delegates assembled, provided a quorum is present and the Bylaws remain in line with Zeta Phi Beta Sorority Inc. Constitution & Bylaws and the Atlantic Region Bylaws. Proposed amendments shall be submitted in writing to the State Director and State Phylacter ninety (90) calendar days prior to the meeting of the New York State Leadership Conference. Proposed amendments can be submitted by financial Sorors, which must be signed by the submitting Soror and her chapter Basileus. Proposed amendments may also be submitted by the Bylaws Committee as well as Elected and/or Appointed Officers. Copies of the proposed amendments shall be sent to each chapter in the State by email or United States Postal Service sixty (60) calendar days before the annual State Leadership Conference by the State Phylacter. Proposed Amendments shall be disposed of at the annual State Leadership Conference. 15 P age