The Sig Fiji Alumni Association (SFAA) Board of Trustees adopted new SFAA bylaws on June 3, 2025
BY-LAWS
OF
THE SIG-FIJI ALUMNI ASSOCIATION
(Adopted by the Sig Fiji
Alumni Association Board of Trustees on June 3, 2025)
ARTICLE
I - PRINCIPAL OFFICE
The name of this corporation, in
accordance with its charter, is the Sig-Fiji Alumni Association (the “Association”).
Its principal place of business shall be in Springfield, Ohio. These by-laws
supersede any and all prior by-laws or constitutions previously enacted (the “By-laws”).
ARTICLE
II - PURPOSES
The purposes for the Association are:
(i)
to support the operation,
existence, maintenance, and, as necessary, reestablishment, of the undergraduate
chapter of the Greek letter fraternity known as PHI GAMMA DELTA, an
international college fraternity duly chartered to maintain and maintaining such
local chapter known as “Sigma Chapter” at Wittenberg University in the
City of Springfield, Ohio (the “Undergraduate Chapter”);
(ii)
the purchasing or
erecting, acquiring and owning, equipping and maintaining a building or
buildings, together with all necessary real estate on which the same shall be
located, in the City of Springfield, Ohio; such building or buildings to be
used and occupied by the pledged, active and alumni members of Sigma Chapter;
and
(iii)
the promotion and
cultivation of:
a.
the educational,
cultural, social and spiritual welfare of the members of the Undergraduate
Chapter to the end that Sigma Chapter will achieve and maintain the high
purposes of the International Fraternity of Phi Gamma Delta, this Association
and its By-laws;
b.
the enduring bonds
between the members of this Association, the graduate alumni of Sigma Chapter (“Sigma
Graduate Brothers”);
c.
the continued
friendly relationship between and among the members of the Undergraduate
Chapter, Sigma Graduate Brothers, other members of the International Fraternity
of Phi Gamma Delta, and the faculty and staff of Wittenberg University; and
d.
the continued
cooperation with and support of Wittenberg University for the betterment of all
current and future students and alumni, educationally, culturally, socially and
spiritually.
ARTICLE Ill - GOALS
The goals of the Association shall be:
(i)
the
promotion of the educational, spiritual, mental, social, and physical growth of
the members of the Undergraduate Chapter in its collegiate setting;
(ii)
to
build, foster and sustain relationships between and among Sigma Graduate
Brothers, between members of the Undergraduate Chapter and Sigma Graduate
Brothers, and with other members of the International Fraternity of Phi Gamma
Delta;
(iii)
to
support the Undergraduate Chapter by
providing the best options for housing, gathering, and communing in accordance
with the goals of the International Fraternity of Phi Gamma Delta and the
desires of the Undergraduate Chapter.
ARTICLE
IV - MEMBERSHIP
The members of the Association shall
be all duly initiated members of Sigma Chapter of Phi Gamma Delta who are not
undergraduates of Wittenberg University.
ARTICLE
V - MANAGEMENT
The management of the Association shall
be vested in a board of trustees consisting of fifteen members (each such
member, a “Trustee”, and collectively, the “Board of Trustees”).
ARTICLE VI - ELECTION OF BOARD OF TRUSTEES
(i)
Terms. The Board
of Trustees shall be elected by the members of the Association for a term of
three years commencing at the Annual Spring Meeting. Each year, five Trustees
shall be elected for a three-year term (each such elected group of Trustees, a
“Class”). The results of each year’s election shall be announced at the
Annual Spring Meeting and at the earliest of the Norris Pig Dinner or the next
Required Meeting.
(ii)
Nomination of Candidates. Any member of the Association may nominate a member, including
themselves, for election as a Trustee by sending written notice of his
intention to nominate such member to any Officer of the Board of Trustees by
U.S. mail or any suitable electronic means (“Nomination Notice”). The
Officers shall then promptly confirm that the member nominated by such
Nomination Notice wishes to stand for election to the Board of Trustees (the “Nominated
Member”). If the Nominated Member refuses to stand for election, the Board
of Trustees shall not add such Nominated Member to the ballot. If the Nominated
Member assents to be nominated, the Board of Trustees shall add such Nominated
Member to the ballot. To be eligible for nomination, the Nomination Notice shall
be received by any Officer of the Board of Trustees no later than February 1st
of the calendar year in which said election is held.
(iii)
Conduct of Elections. The Board of Trustees shall prepare a ballot containing the names of all
of the Nominated Members who have agreed to stand for election, such that the
ballot contains at least five nominees. The ballot does not have to contain
more than five nominees. The Board of Trustees shall submit that ballot to the
members of the Association by (i) mail-ballot, (ii) suitably accessible, secure
electronic means, or (iii) any other acceptable method in accordance with Ohio
law, as determined by the Board of Trustees at the time nominations are
solicited. All ballots shall be returned in the manner designated on the
ballot. The top five nominees in votes received shall be declared Trustees of
the Board of Trustees.
(iv)
Legacy Trustees. The current Trustees of the Board of Trustees serving under a previously
enacted constitution, by-laws, or other governing documents, shall serve out
the remainder of their terms in accordance with the terms of those instruments.
(v)
Delayed and Missed Elections. Elections to the Board of Trustees shall be held annually in
accordance with the procedures outlined above. However, in the event an
election to the Board of Trustees has not been held or has been delayed beyond the
timeline outlined in this Article, the following provisions shall apply:
a)
Continuation of Service: Trustees whose terms would have expired at any missed annual
election shall continue to serve in their respective Classes until their
successors are elected and qualified.
b)
Sequential Class Elections: the Board of Trustees shall, at the next reasonable
opportunity, hold new elections for Trustees. If more than one election has
been missed, when elections are resumed, only one Class of Trustees shall be
elected, beginning with the Class whose terms expired earliest (i.e., the
oldest-expired Class first). Subsequent elections shall be held in this
sequential manner until all missed elections have been completed.
c)
Election Procedures: for any election held outside of the normal procedures outlined in this
Article, the Board shall:
A. solicit nominees from the members of
the Association, provided that members have at least 30 days to send a
Nomination Notice to any Officer of the Board of Trustees before nominations
are closed; and
B. hold elections for the Board of
Trustees in accordance with this Article.
d)
Restoration of Original Schedule: Following an election held pursuant to this clause (v), the
staggered election schedule aligned specified in clause (i) of this Article shall
be restored, and elections shall be held at the Annual Spring Meeting as
specified therein. Trustees elected to fill positions from missed elections
shall serve terms calculated to restore this original schedule, which may
result in initial terms shorter or longer than three (3) years.
e)
Term Calculation: For purposes of restoring the original schedule, Trustees elected during
the catch-up period shall serve until the third Annual Spring Meeting following
the restoration of their Class's position in the original rotation, ensuring
the eventual return to three-year terms aligned with the original schedule.
(vi)
Purple Legionnaire. The Purple Legionnaire of Sigma Chapter of Phi Gamma Delta shall be an
exofficio member of the Board of Trustees.
(vii)
New Member Trustee Apprenticeship. The Undergraduate Chapter shall nominate and announce at the Annual
Spring Meeting a graduating senior to serve as a one-year apprenticeship as a non-voting
member of the Board of Trustees.
ARTICLE
VII - VACANCY
If a Trustee dies, is permanently
incapacitated, or withdraws before the expiration of his term, a majority vote
of at least a quorum of Trustees shall fill this opening and the newly
appointed Trustee shall serve out the remainder of the vacated term.
ARTICLE
VIII - OFFICER-ELECTION
The officers of the Association shall
be a President, a Vice-President, a Secretary and a Treasurer (each an “Officer”
and collectively, the “Officers”). They shall be elected from among the Trustees
by majority vote of the Board of Trustees at the Annual Spring Meeting. The Officers
shall be elected for a term of one year, or until their successors are elected
and qualified. Officers so elected shall take office upon their election.
ARTICLE
IX - DUTIES OF
PRESIDENT
The President shall be the chief
executive officer of this Association, shall preside at all meetings thereof,
and shall exercise general supervision over all the affairs and interests of
this association. He shall appoint all chairmen and members of all Committees
(as defined below), subject to the approval of the Board of Trustees. He shall
exercise such other authority and perform such other duties as the Board of
Trustees may from time to time prescribe.
ARTICLE
X - DUTIES OF VICE-PRESIDENT
The Vice-President shall act in the absence or inability of
the President with the same authority as stated in Article IX.
ARTICLE XI - DUTIES OF SECRETARY
The Secretary or his designate shall
record in writing, including by electronic means, all minutes of all Board of
Trustees meetings. Minutes of any meeting shall be available to any Trustee or member
at large within a reasonable time of a request by a Trustee or member at large.
A reasonable time shall be defined as no more than sixty days from receipt of
said request. The Secretary shall compile a current mailing and electronic list
of all Trustees which shall be available to any Trustee or member at large
within a reasonable time of said request. A reasonable time shall be defined as
no more than ten days from receipt of said request. The Secretary shall perform
all such other duties which are incident to the office of secretary.
ARTICLE XII - DUTIES OF TREASURER
The Treasurer shall be responsible for
the financial affairs of this Association. He shall deposit all moneys received
by the Association in a financial institution or investment approved by the
Board of Trustees. He shall timely pay by check or any lawful means all
expenses incurred by this Association. He shall collect the rent due by the Undergraduate
Chapter. He shall keep accurate accounts of all receipts and expenditures. He
shall provide a written or oral financial report at each Required Meeting or Special
Meeting, and a written financial report at least once a year.
ARTICLE
XIII - COMPENSATION
An Officer or Trustee shall
receive reimbursement for his actual expenses incurred by him in conducting his
duties as an Officer or Trustee. No Officer or Trustee shall be paid for any
services he may render to the Association unless approved by a majority vote of
the Board of Trustees.
ARTICLE
XIV - COMPLIANCE
All Trustees, including Officers, must
comply with all rules, regulations, and laws of the International Fraternity of
Phi Gamma Delta and Wittenberg University.
ARTICLE
XV - COMMITTEES
The Board of Trustees may form special
committees by a majority vote of the Board of Trustees (a “Committee”). Any
member of the Association is eligible to serve on a Committee, regardless of
whether they are or are not a Trustee. The President shall appoint a chairman
and members to serve on a duly-formed Committee, subject to the approval of the
Board of Trustees. A member of each Committee shall report to the Board of
Trustees at each Regular Meeting. The function, form, and duties of each Committee
shall be set forth by the Board of Trustees in the resolution forming the
Committee and shall also be reflected in the minutes of the Association.
ARTICLE XVI - MEETINGS
(i)
Annual Meetings. The Board of Trustees shall convene and conduct an annual meeting of the
members of the Association for the election of Officers to succeed those whose
terms expire and for the transaction of such other business as may properly
come before the meeting, to be held each spring between March 1 and June 30 of
that year (the “Annual Spring Meeting”).
The Board of
Trustees shall convene and conduct a second annual meeting open to all members,
other than the Annual Spring Meeting, to conduct such business as may properly
come before the meeting (such meetings, with the Annual Spring Meeting, the “Required
Meetings”).
(ii)
Special Meetings. Special meetings may be called by any Trustee (each a “Special Meeting”).
The purpose of Special Meetings is to conduct any business as necessary for the
operation of the Association.
(iii)
Notice. Notice
of each Required Meeting shall be sent in advance, in writing, to all members
of the Association. Notice of each Special Meeting shall be sent in advance, in
writing, to each Trustee. Any notice provided pursuant to this Article may be
sent by any of (a) mail, postage prepaid, (b) any permissible electronic means,
or (c) any other acceptable service in accordance with Ohio law.
(iv)
Conducting Meetings. Required Meetings and Special Meetings may be held in-person at any
designated place, by telephone, by any electronic means, or by any combination
thereof.
ARTICLE
XVII - VOTING
(i)
Majority Vote Requirement. All matters or resolutions presented before the Board of
Trustees, except those related to “Article XXII - By-Laws” and “Article XXI - Transfer
of Assets”, shall pass by majority vote of those Trustees present, provided a
quorum of the Board of Trustees is present. Those matters or resolutions related
to “Article XXII - By-Laws” and “Article XXI - Transfer of Assets” shall pass
in accordance with the terms of those respective Articles.
(ii)
Quorum. For
all matters or resolutions presented before the Board of Trustees, except those
related to “Article XXI - Transfer of Assets”, the presence of a majority of
the Board of Trustees shall constitute a quorum.
(iii)
Trustee Voting Rights. Each Trustee shall be entitled to one vote upon all matters or
resolutions presented for vote at a Required Meeting or Special Meeting of the
Board of Trustees.
(iv)
Ballot & Proxy Voting. Voting by ballot shall not be required. Voting by proxy shall
not be permitted.
ARTICLE XVIII - UNDERGRADUATES
The Undergraduate Chapter shall be
invited to attend all Required Meetings. The Board of Trustees shall send
notice in advance of any Special Meeting to an Undergraduate Chapter officer.
No undergraduate is a member of the Association, and as such no undergraduate shall
be permitted to vote at any Required Meeting or Special Meeting.
ARTICLE XIX - INDEMNIFICATION OF OFFICERS
No Officer of the Association shall
be liable to any Trustee, member, or nonmember of the Association for any
action taken or refused to be taken by him as an Officer with respect to any
matter within the scope of his official duties, except such action or neglect
or failure to act as shall constitute gross misconduct in the performance of
his duties as an Officer. Each Officer of the Association shall be indemnified
by the Association against all costs and expenses (including counsel fees)
actually and necessarily incurred by or imposed upon him in connection with the
defense of any action, suit or proceeding to which he shall be made a party by
reason of his being or having been an Officer of the Association (whether or
not he continues to be an Officer at the time of incurring such costs or
expenses), except in relation to any matter as to which he shall be adjudged in
such action, suit, or proceeding, without such judgment being reversed, to have
been liable for gross misconduct in the performance of his duties as such Trustee
or Officer. In the event of the settlement of any such action, suit, or
proceeding, prior to final judgment, the Association shall also make
reimbursement or payment of the costs, expenses, and amounts paid or to be paid
in settling any such action, suit, or proceeding, when such settlement appears
to be in the interest of the Association in the opinion of a majority of the Trustees
who are not involved, or if all are involved, in the opinion of counsel for the
Association.
ARTICLE XX - PROOF OF INSURANCE
The
Board of Trustees shall maintain insurance coverage sufficient to cover the
costs to repair or replace any chapter house structure, grounds, and contents
owned or leased by the Association.
ARTICLE XXI - TRANSFER OF ASSETS
If the charter of Sigma Chapter of
Phi Gamma Delta is revoked, permanently suspended, or voluntarily surrendered,
or the chapter becomes inactive for any other reason, the Board of Trustees may
vote to transfer the assets of the Association, including any chapter house
property, furniture, furnishings, equipment, and funds, absolutely to the
International Fraternity of Phi Gamma Delta’s national housing corporation,
1848 Properties, Inc., or its successor organization, by the Officers of this
Association. A transfer of assets pursuant to this Article may only be made upon
a unanimous vote of those Trustees present, for which a quorum shall constitute
two-thirds (2/3) of the Board of Trustees.
ARTICLE
XXII - BY-LAWS
These
By-laws may be amended, altered, supplemented, or repealed by a three-quarter
(3/4) supermajority vote of those Trustees present, for which a quorum shall
constitute that set out in accordance with Article XVII hereto.