CONSTITUTION
REVISED 1969
REVISED October 2005

By-Laws

Article I

Name and Location
Section 1. The name of this corporation shall be Clovia Alumnae Association.

Section 2. Its principal place of business will be located at 1200 Pioneer Lane, Manhattan, Kansas, 66502.

Section 3. Its registered office shall be located at 1200 Pioneer Lane, Manhattan, Kansas, 66502.

Section 4. Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.

Article II
Purposes

Section 1. The purposes of the Clovai Alumnae Association shall be:
(a) To promote closer relationship among the alumnae of Clovia and Members of the Alpha Chapter.
(b) To nurture education by upholding the principles of Clovia as stated in the Constitution of the active Chapter.
(c) To hold title to all property, real or personal, of the organization and transact all business relating thereto.

Section 2. The corporation shall not promote legislation or participate in political activity of any kind.

Article III
Membership

Section 1. Membership to the Clovia Alumnae Association is limited to those who have fulfilled all obligations as full members of Alpha of Clovia, including the payment of any and all dues or other assessments, unless such dues or other assessments and obligations have been waived by proper proceedings.

Section 2. All faculty advisors shall become ex officio members of this association.

Article IV
Rights of Members

Section 1. On all questions pertaining to the holding, selling or acquiring of personal or real property, voting thereon may be restricted to those who have paid their obligations in full to said Association, and a majority of the votes cast shall be sufficient to pass on any question regarding acquisition, sale, mortgage or otherwise disposing of real or personal property.

Article V
Corporation Meetings

Section 1. The annual meeting of this corporation shall be held on the day of the Kansas State University annual football homecoming each year at the principal office of the corporation. At such meeting the members shall elect Directors to serve until their successors shall be elected and qualified, and transact such other business as may lawfully come before said members.

Section 2. A special meeting of the members, to be held at the same place as the annual meeting, or at such other place as may be designated by the person or persons hereinafter authorized to call a special meeting, may be called at any time by the President, and in her absence by the Vice-President, or by two-thirds vote of the Board of Directors. It shall be the duty of the Directors, President or Vice-President to call such a meeting whenever so requested by members holding two-thirds or more of the membership in the organization.

Section 3. Notice of time and place of all annual and special meetings shall be mailed by the Secretary to each member ten days before the date thereof by ordinary mail, first class.

Section 4. The President, or in her absence the Vice-President, shall preside at such meetings.

Section 5. At every such meeting each member shall be entitled to cast one (1) vote, which vote may be cast by her, either in person or by written ballot to be supplied by the Secretary or said organization. Said ballot must be transmitted to the Secretary and received by her at or before the meeting at which the vote on such question is taken, provided that all absent members have been notified in writing pursuant to action of the Board of Directors of the exact wording of the motion or resolution upon which such vote is taken, and a copy of the motion or resolution is forwarded with the vote. The foregoing ballot provisions shall pertain to the provisions of Section 1, Article 4 of these By-Laws and any actions for dissolution of the corporation, but are note intended to restrict the provisions of Section 1, Article 8 of these By-Laws. No voting by proxy shall be permitted on any proposition or election.

Section 6. A quorum for the transaction of business at any such meeting shall consist of a number of members representing five percent (5%) of the members entitled from time to time by those present until a quorum is obtained. No notice of adjourned meeting shall be required.

Section 7. Order of business. The order of business at the annual meeting and so far as possible at all other meetings shall be:
(a) Roll Call
(b) Proof of due notice of meeting
(c) Reading and disposal of minutes
(d) Annual report of officers
(e) Election of Directors
(f) Unfinished business
(g) Adjournment

Article VI
Directors

Section 1. Section 1. The business and property of the corporation shall be managed by a Board of not less than three nor more than twelve (12) Directors with the Board of Directors to assign three (3) Board members to serve as Alum Advisors and the number shall be determined annually at the annual membership meeting by duly adopted resolution. The Directors shall be elected by the members. A Director need not be a faculty or resident member of Manhattan , Kansas .

Section 2. The Directors shall be elected annually by the members at the annual meeting and shall hold office for two years or until their successors are duly elected and qualified: provided that the two Directors legally elected and holding office shall continue to serve until the annual meeting of 1963. Two Directors shall be elected at the annual meeting of 1962 and thereafter one-half of the Directors shall be elected annually.

Section 3. The regular meeting of the Directors shall be held in the principal office of the corporation immediately after the adjournment of each annual membership meeting.

Section 4. Special meetings of the Board of Directors may be called by the President, and in her absence by the Vice-President or by a two-thirds majority of the Board of Directors. By unanimous consent of the Directors, special meetings of the Board may be held without notice at any time and place.

Section 5. Notice of all regular and special meetings except those specified in the second sentence of Section 4 of this Article, shall be mailed to each Director by the Secretary at least three (3) days previous to the time fixed for the meeting. All notices of special meetings shall state the purpose thereof.

Section 6. A quorum for transaction of business at any regular or special meeting of the Directors shall consist of a majority of the members of the Board; and a majority of those present at any regular or special meeting shall have the power to adjourn the meeting to a future time.

Section 7. The Directors shall elect the officers of the corporation, such election to be held at the corporation office at a Directors meeting following each annual membership meeting. An officer may be removed at any time by two-thirds vote of the full Board of Directors.

Section 8. Vacancies in the Board of Directors may be filled for the unexpired terms by remaining Directors at any regular or special Directors meeting.

Section 9. No compensation will be paid to any member for services rendered. Out-of-pocket expenses shall be paid by the organization.

Article VII
Officers

Section 1. The officers of this corporation shall be a President, Vice-President, Secretary and Treasurer. These officers shall be elected for a term of one (1) year and shall hold office until their successors are duly elected and qualified. No one shall be eligible to the office of President who is not a Director of the corporation, which requirement likewise applies to Vice-President and Secretary and Treasurer.

Section 2. In addition to the foregoing officers provided for in Section 1, there shall be elected by the Board of Directors bi-annully a chaplain and a historian and two reporters, who are not required to be members of the Board of Directors.

Section 3. The President shall preside at all Directors and membership meetings, shall sign all contracts of the corporation and shall perform all such duties as are incidental to her office. In case of the absence of disability of the President, her duties shall be performed by the Vice-President.

Section 4. The Secretary shall issue notices of all Directors and membership meetings and shall attend and keep the minutes of the same; shall have charge of all corporate books, records and papers; shall be custodian of the corporate seal; shall attest with her signature and impress with the corporate seal all written contracts, deeds, mortgages and other written documents of the corporation, and shall perform all other duties as are incident to her office.

Section 5. The Treasurer shall have custody of all money and securities of the corporation and shall give bond in such sum and with such securities as the Directors may require, conditioned upon the faithful performance of the duties of her office. She shall keep regular books of account and shall submit them, together with all her vouchers, receipts, records and other papers to the Directors for their examination and approval as often as they may require, and shall perform all such other duties as are incident to her office.

Article VIII
Amendments

Section 1. Amendments to these By-Laws and constitution may be made by vote of a majority of those attending any duly called regular or special meeting in accordance with these By-Laws, regardless if such attendence is by mail ballot or in person. Amendments voted upon by the members shall only be upon ten days notice in writing by the Secretary containing time and place of the meeting and description of the present By-Laws and proposed amendment. Amendments also may be made by unanimous vote of the whole Board of Directors at any annual meeting or special meeting duly called for such purpose, providing notice of the proposed amendment has been given to each Director and member in writing at least ten (10) days prior to said meeting.

Article IX
Seal

Section 1. The corporate seal of the corporation shall consist of two concentric circles, between which shall be the name of the corporation and in the center shall be inscribed the word “Seal”.

Article X
Waiver of Notices

Section 1. A wavier of any notice in writing signed by a member, Director or officer, whether before or after the time stated in said waiver, for holding a meeting shall be deemed equivalent to the notice required to be given to any Director, officer or member.