The Philadelphia Graduate Chapter, Inc.
Groove Phi Groove Social Fellowship, Inc.
ARTICLE I - PURPOSE
The Philadelphia Graduate Chapter, Inc. of Groove Phi Groove Social Fellowship, Inc. has been organized to operate exclusively for charitable purposes, including but not limited to:
(1.) The promotion of academic awareness, good ethical standards, unity amongst graduated and undergraduate men. (2.) The development of intelligent and effective leadership; (3.) The study and alleviation of those social and economic problems concerning society, in order to improve the status of mankind.
ARTICLE II - LOCATION
The principal office of the corporation, at which the general business of the corporation will be transacted and where the records of the corporation will be kept, will be at such place in the metropolitan area of Philadelphia, state of Pennsylvania, as may be fixed from time to time by the board of directors. Unless otherwise fixed, it will be at 535 East Durham Street, Philadelphia, Pennsylvania 19119.
ARTICLE III - MEMBERS
Section 1. The qualifications for membership shall be, but not limited to Induction into Groove Phi Groove Social Fellowship, Incorporated; and Collegiate matriculated credits toward a collegiate diploma. Furthermore, no Fellowman can serve as a member of The Philadelphia Graduate Chapter of Groove Phi Groove Social Fellowship, Incorporated and another member of another affiliated chapter of Groove Phi Groove Social Fellowship, Incorporated.
Section 2. Persons will be selected for membership of The Philadelphia Graduate Chapter, Groove Phi Groove Social Fellowship, Incorporated by a majority vote of the Fellowmen of The Philadelphia Graduate Chapter, Inc. of Groove Phi Groove Social Fellowship, Incorporated.
Section 3. Each Fellowman of The Philadelphia Graduate Chapter, Inc. of Groove Phi Groove Social Fellowship Incorporated shall serve as a member until such time he becomes an official member of another Graduate Chapter of Groove Phi Groove Social Fellowship and/or an official member of a Greek Fraternal order affiliated within the Pan-Hellenic Council.
Section 4. The duties of the membership of this corporation will include fundraising activities, community services, and other charitable activities.
Section 5. An annual meeting of the Fellowmen, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on the third (3rd) Saturday of the month of September, annually, such dates, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of Fellowmen.
Section 6. Special meetings of the Fellowmen, for any purpose described in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such dates, and at such times as they shall or he shall fix.
Section 7. Written notice of the place, date, and time of all meetings of the Fellowmen shall be given not less than ten or more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (“required by law,” herein and hereinafter, shall mean as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).
When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed or if a new record date is fixed for that adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
Section 8. Fellowmen and or Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, computer, or similar communications equipment by means of which all persons participating in the meeting can hear or communicate with each other and such participation shall constitute presence in person at such meeting.
Section 9. At any meeting of the Fellowmen, the Composition of a 4/10ths percentage of the Fellowmen entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. We (the Board of Directors) define “4/10ths percentage” as representative of the division of four of ten of a set ratio or its equal value i.e. 8/20ths. We (the Board of Directors) define “A Fellowman entitled to vote” as those Fellowmen, who have paid their national dues to Groove Phi Groove Social Fellowship, Incorporate; as those Fellowmen, whom have met paid their membership dues to The Philadelphia Graduate Chapter of Groove Phi Groove Social Fellowship, Incorporated; and those Fellowmen, whom have met the required corporate attendance stipulations.
If a quorum shall fail to attend any meeting, the chairman of the meeting or a Fellowman of those Fellowmen entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.
If a notice of any adjourned special meeting of Fellowmen is sent to all Fellowmen entitled to vote thereat, stating that it will be held with that present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a unanimous composition of the votes cast at such meeting.
ARTICLE 1V - BOARD OF DIRECTORS
Section 1. The number of members of the board of directors of The Philadelphia Graduate Chapter, Inc. of Groove Phi Groove Social Fellowship, Incorporated will be not less than ten or more than fifty.
Section 2. Directors will be representative of the Fellowmen in the metropolitan area of Philadelphia and will share the mission and goals of the Philadelphia Graduate Chapter, Inc. of Groove Phi Groove Social Fellowship, Incorporated. This corporation is committed to a policy of fair representation on the board of directors, which does not discriminate on the basis of race, physical handicap, color, religion, sexual orientation or age.
Section 3. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 4. The term of each director of the corporation will be four years. No director will serve moth than four consecutive terms.
Section 5. When a director dies, resigns, or is removed, the board may elect a director to serve for the duration of the unexpired term.
Section 6. Any director may be removed from the board of directors by an affirmative vote of the unanimous composition of directors present at an official meeting of the board. Notice of the proposed removal will be given to members with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his removal is considered. We (the Board of Directors) define “an affirmative vote of the Unanimous Composition” as a vote of 8/10ths of the voting directors.
Section 7. No compensation will be paid to any member of the board. By resolution of the board, reasonable expenses may be allowed for attendance at regular and special meetings of the board.
ARTICLE V - MEETINGS OF THE BOARD OF DIRECTORS
Section 1. An annual meeting of the board of directors will be held in September of each year for the purpose of electing officers and directors. In addition to its annual meeting, the board of directors will hold regular meetings at least twelve times each calendar year at such place as may be designated in the notice of the meeting.
Section 2. Special meetings of the board of directors may be called at any time by the president of the corporation or in his or her absence by the vice-president or upon receipt of a request therefor signed by 4/10ths percentage or more directors or by a majority of the full-time, permanent paid staff of the corporation.
Section 3. Notice of regular, special, and annual meetings will be mailed at least twenty-one days prior to the day such meeting is to be held. Any director of the corporation may make a written waiver of notice before, at, or after a meeting. The waiver will be filed with the person who has been designated to acct as secretary of the meeting; this person will write it in the record of the meeting. Appearance at a meeting is deemed a waiver unless the director attends for the expressed purpose of asserting the illegality of the meeting.
Section 4. The chairperson of any meeting of Fellowmen shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.
Section 5. At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting; permitted he meets the requirements of membership of The Philadelphia Graduate Chapter, In. of Groove Phi Groove Social Fellowship, Incorporated. The presence of a 4/10ths percentage of the board of directors will constitute a quorum at any meeting. We (the Board of Directors) define “4/10ths percentage” as representative of the division of four of ten of a set ratio or its equal value i.e. 8/20ths.
Section 6. At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.
Section 7. Proxy voting will be permitted. At any meeting of the Fellowmen, every Fellowmen entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.
All voting, including on the election of directors but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a director entitled to vote or his proxy, a vote by ballot shall be taken. Directors, unable to attend a meeting for any purpose germane to the meeting, during ordinary business hours for a period of at least (1) hour during the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held, shall be able to cast a voice vote via telephone; if in accordance with verification procedures. The request for voice vote is to be conducted by the Chairman of the said meeting and is only valid through verification by the secretary, a member of the majority vote and minority vote.
Section 8. Such person as the Board of Directors may have designated or, In the absence of such a person, the chief executive officer of the corporation or, in his absence, such person as may be chosen by the majority of the directors entitled to vote who are present, in person or by proxy, shall call to order any meeting of the directors and act as chairperson of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be such person as the chairperson appoints.
The eligible voting list shall be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such Fellowman who is present. This list shall presumptively determine the identity of the Fellowmen entitled to vote at the meeting.
ARTICLE VI - OFFICERS
Section 1. The officers of The Philadelphia Graduate Chapter Groove Phi Groove Social Fellowship, Incorporated will be a president, vice-president, secretary, treasurer, and such other officers with duties as the board prescribes.
Section 2. The officers of the corporation will be elected annually by the members of the board of directors at its annual meeting. Each officer will serve a one year term.
Section 3. Any officer may be removed with or without cause by the board of directors by a vote of a hard majority of board members who are Fellowmen entitled to vote. We (the Board of Directors) define “hard majority” as a 3/4th percentage “3/4ths percentage” as representative of the division of three of four of a set ratio or its equal value i.e. 6/8ths . . . We (the Board of Directors) define “A Fellowman entitled to vote” as those Fellowmen, who have paid their national dues to Groove Phi Groove Social Fellowship, Incorporate; as those Fellowmen, whom have met paid their membership dues to The Philadelphia Graduate Chapter of Groove Phi Groove Social Fellowship, Incorporated; and those Fellowmen, whom have met the required corporate attendance stipulations.
The matter of removal may be acted upon at any meeting of the board, provided that notice of intention to consider said removal has been given to each board member and to the officer affected at least 30 calendar days previously.
Section 4. A vacancy in any office may be filled by a simple majority vote of the board of directors for the unexpired portion of the term.
Section 5. The president will be the chief executive officer of the corporation. It will be the duty of the president to preside at all meetings of the board of directors and to have general supervision of the affairs of the corporation. He will execute on behalf of the corporation all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the corporation.
Section 6. It will be the duty of the vice-president to act in the absence or disability of the president and to perform such other duties s may be assigned to him or her by the president or the board. In the absence of the president, the vice-president on behalf of the corporation of any instrument will have the same force and effect as if it were executed on behalf of the corporation by the president.
Section 7. The secretary will be responsible for keeping corporate records. He will give cause to be given all notices of meetings of the board of directors and all other notices required by law or by these bylaws. The secretary will be the custodian of all books, correspondence, and papers relating to the business of the corporation, except those of the treasurer. The secretary will present at each annual meeting of the board of directors a full report of the transactions and affairs of the corporation for the preceding year and will also prepare and present to the board of directors such other reports as it may desire and request at such time or times s it may designate. A copy of the corporation’s bylaws and a copy of Roberts Rules or Orders will be made present by the secretary at all meetings of the corporation. The board of directors at its discretion may elect an assistant secretary, not necessarily a member of the board of directors, who will perform the duties and assume the responsibilities of the secretary as above set forth under the general direction of the secretary or the president.
Section 8. The treasurer will have general charge of the finances of the corporation. When necessary and proper, he will endorse on behalf of the corporation all checks, drafts, notes, and other obligations and evidence of the payment of money to the corporation or coming into his possession; and he will deposit the same, together with all other funds of the corporation coming into his possession, in such bank or banks as may be selected by the board of directors. He will keep a full and accurate account of all receipts and disbursements of the corporation in books belonging to the corporation, which will be open at all times to the inspection of the board of directors. He will present to the board of directors at its annual meetings his report as treasurer of the corporation and will from time to time make such other reports to the board of directors as it may require.
Section 9. Any officer of the corporation, in addition to the powers conferred upon him by these bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the said board.
ARTICLE VII - COMMITTEES
Section 1. The board of directors may designate one or more ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the board of directors, members of the corporation, or other interested individuals. The chair of the committee will be appointed by the president of the organization, who will act with the board’s approval. After consultation with the committee chair, the president will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the board of directors for consideration and action, except as otherwise ordered by the board of directors. Committees may adopt such rules for the conduct of business s is appropriate and as are not inconsistent with these bylaws, the articles of incorporation, or state law.
Section 2. The board of directors will have the following standing committees;
Executive Committee: This committee will be chaired by the president of the corporation and will consist of all other officers of the corporation and the chairs of all other committees. This committee will serve as the central planning group for the organization and as an advisory group to the executive director. It also will have full authority to act for the board in managing the affairs of the corporation during the intervals between meetings of the board.
Budget and Finance: This committee will be chaired by the treasurer and will consist of four to fifth teen members appointed by the president to a three-year term. This committee will oversee and monitor the fiscal operations of the organization, develop an annual budget for recommendation by the board, and develop and assist in the implementation of a funding strategy for the corporation.
ARTICLE VIII - MISCELLANEOUS
Section 1. The corporation will have the power to indemnify and hold harmless any director, officer or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer, or employee (except in cases involving willful misconduct). The corporation will have the power to purchase insurance for such purposes.
Section 2. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation. Such authority may be general or confined to specific instances.
Section 3. All checks, drafts, and other orders for payment of funds will be signed by such officers or such other persons as the board of directors may from time to time designate. All documents will require two such signatures, at least one of which must be that of a member of directors and the other may be of the executive director.
Section 4. The corporation will keep correct and complete books and records of account and will also keep minutes of proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and it will keep at the registered or principal office record giving the names and addresses of the member entitled to vote. All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.
Section 5. The fiscal year of the corporation will be 1 January throughout 31 December.
ARTICLE IX - AMENDMENTS
The board of directors may amend these bylaws to include or omit any provision that it could lawfully include or omit at the time the amendment is made. Upon written notice of at least sixty calendar days, any number of amendments or an entire revision of the bylaws may be submitted and voted upon at a single meeting of the board of directors and will be adopted at such meeting upon receiving a hard majority vote of the eligible voting members of The Philadelphia Graduate Chapter Groove Phi Groove Social Fellowship, Incorporated.
ARTICLE X - DISSOLUTION
Upon the dissolution of the corporation and after the payment or the provision for payment of all the liabilities of the corporation, the board of directors will dispose of all of the assets of the corporation exclusively for the purpose of the corporation or to organizations that are then qualified as tax-exempt organizations under section 501 ( c )(3) of the Internal Revenue Code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the corporation is located.
Groove Phi Groove Social Fellowship, Inc. ~ Building a Better Tomorrow ~ One Young Man at a Time
Copyright 2013. Fl. Chris Kingsberry ~ The Philadelphia Graduate Chapter, Inc. ~ Groove Phi Groove, Social Fellowship, Inc. All rights reserved.