PUSOG Bylaws

The Bylaws of the Psi Upsilon Society of Georgia, as approved 6 Sept. 2008 by the Board of Directors pro tempore and the Assembly of PUSOG.

Article 0
Bylaws

1. The following shall be known as the Bylaws of the Psi Upsilon Society of Georgia, Inc., hereafter referred to as PUSOG.
2. These bylaws shall be considered ratified upon a majority vote of the Members present at the Assembly of PUSOG on September 6, 2008.

Article I
Members

1. The following shall be Members of PUSOG:
1. Alumni of the Gamma Tau Chapter of Psi Upsilon.
2. Alumni of Psi Upsilon residing in the State of Georgia.
3. Designated representatives of the Gamma Tau Chapter, subject to Board approval.
2. Subject to these Bylaws, the full and entire management of the affairs and business of PUSOG shall be vested in the Members and exercised through the Assembly and the Board of Directors.
3. The following Members shall be considered Voting Members:
1. Those who have paid dues for the current time period.
2. Charles M. Hall, Esq. who shall be considered a lifetime Voting Member of PUSOG.

Article II
Board of Directors

1. The Board of Directors, hereafter referred to as the Board, is the executive arm of PUSOG, vested with its administration.
2. The Board has and may exercise all of the powers that may be exercised or performed by PUSOG subject to the approval of the next Assembly.
3. The Board shall execute all functions prescribed by these Bylaws and by legislation passed by the Members at the Assembly.
4. The Board shall be composed of 9 Directors.
5. Each Director will serve for a term of two years which shall expire at the conclusion of an Assembly.
1. There shall be no term limits for Directors.
2. The Directors shall serve without compensation.
3. Directors may resign at any time.
4. Directors may be removed, with or without cause, by a two-thirds vote of the entire Board of Directors.
5. Upon the death, removal, resignation or incapacity of any member of the Board of Directors, a majority of the then remaining Board shall elect a temporary successor to serve until the next Assembly.
6. A Director shall be considered incapacitated if for any reason he or she shall be unable to carry on the duties of his or her office and the remaining Board shall have declared him or her incapable of service by agreement.
6. The Board shall meet no less than π (pi) times per year.
1. The time and place of Board meetings shall be fixed by the Board.
2. Any Director may call other Board meetings as necessary with at least seven (7) days advance notice.
3. The quorum for a meeting of the Board shall be a majority of Directors.
4. All resolutions adopted and all business transacted by the Board shall require the affirmative vote of a majority of the directors present at the meeting.
5. Any action to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by a majority of the Directors.

Article III
Officers

1. The officers of PUSOG shall consist of President, Treasurer, and Secretary.
1. Only Directors shall serve as officers of PUSOG.
2. Any two offices may be held by the same person.
3. The officers shall be appointed as necessary by the Board.
2. The President shall preside at all meetings of the Board and shall be the chief executive officer of PUSOG.
1. The President is responsible for the general administration of PUSOG.
2. The President shall borrow money and execute bonds and mortgages under the seal of PUSOG only under the specific authority of the Board.
3. The President may call emergency meetings of at least three Directors who may make decisions on PUSOG’s behalf with a two-thirds majority. All such decisions must be reviewed and approved at the next Board meeting.
3. The Secretary shall be the custodian of the minutes, passed legislation, and official documentation of PUSOG.
1. The Secretary shall accurately keep minutes of meetings of the Board and the Assembly.
2. In the absence of the President, the Secretary shall perform the duties of the President.
3. The records kept by the Secretary shall always be open for inspection by any Member.
4. The Treasurer shall perform the oversight of the financial affairs of PUSOG.
1. The Treasurer shall have the authority and responsibility for the safekeeping of the funds and securities of PUSOG.
2. The Treasurer shall at all times maintain records evidencing the property owned by PUSOG and its disbursements, and present the same to the Assembly.
3. The records kept by the Treasurer shall always be open for inspection by any Member.

Article IV
Semi-Annual Assembly

1. The Members shall meet at least twice per year. These meetings shall be referred to as Semi-Annual Assembly, hereafter known as the Assembly.
2. The Assembly is the Legislative body of PUSOG charged with the maintenance of these bylaws as well as the passage of any resolutions necessary for the continued governance and operation of PUSOG.
3. The Assembly shall determine the time and location of its next meeting.
4. The Assembly shall be conducted by the President of the Board according to Robert’s Rules of Order.
5. The Assembly shall propose and pass legislation and bylaw amendments.
6. Quorum for the Assembly shall be the size of the membership of the Board of Directors plus one.
7. The Assembly shall be open to all Members and their guests.
8. The Board shall present to the Assembly a summary of its activities.
9. The Assembly shall set the Budget as set forth in Article VII.
10. The Assembly shall elect Directors to fill any Board positions which shall expire at the conclusion of that Assembly.

Article V
Committees

1. As necessary, the Board may form committees to act on its behalf.
2. Each committee shall be chaired by a Director.
3. Committee membership shall be open to any Member of PUSOG.
4. Committees and committee members shall serve at the pleasure of the Board.
5. Actions of all committees shall be regularly reported to the Board and at the Assembly.

Article VI
Business of PUSOG

1. PUSOG is charged by its Members with the following responsibilities:
1. Management of real property and assets of PUSOG.
2. Serve as a focal point for alumni of the Gamma Tau chapter of Psi Upsilon and as a means of keeping said alumni in contact with the Chapter and each other.
2. The Board, in addition to those responsibilities specifically assigned to Officers, is charged with execution of these tasks.
3. The Board may form committees at its leisure to execute these tasks, pursuant to Article V.

Article VII
Budget

1. The fiscal year shall be a calendar year.
2. The budget for the fiscal year shall be approved by the last Assembly of the preceding fiscal year.
3. The budget shall encompass the operating expenses of PUSOG.
4. The Board shall be authorized to deduct its budgeted operating expenses from its pool of contributions.
5. The budget shall include a calculation of dues per Member.
1. The budgeted expenses and number of voting Members during the previous fiscal year shall be used to form a nominal operating cost per voting Member
2. This cost shall be referred to as “dues” as used in Article I Section 3

Article VIII
Amendments

1. The Assembly shall have the power to alter, amend, suspend or repeal the bylaws or adopt new bylaws, provided that the bylaws at no time shall contain any provision inconsistent with law or the Articles of Incorporation.
2. The bylaws shall only be amended after written notice of the proposed amendment has been given to the Members at least two weeks in advance of the Assembly in which the amendment is to be voted upon.
3. Any proposed amendment to the bylaws must carry with a three-quarters majority vote.

Article IX
Sale of Property

1. Any sale or transfer of stock, bond, security or any other property standing in the name of PUSOG shall be valid only if signed by PUSOG acting through the President.
2. Any transfer signed in this manner, having further had the seal of PUSOG affixed thereon, shall in all respects bind PUSOG as fully and completely as if each transaction had been authorized by a specific vote of the Directors.
3. Any person, firm or corporation to whom a copy of this article shall have been certified by the Secretary shall be entitled to rely thereon until notified of its repeal.

Article X
Indemnification

1. Each Director or officer of PUSOG shall be indemnified by PUSOG against those expenses which are allowed by the laws of the state of Georgia and which are reasonably incurred in connection with any action, suit or proceeding, completed, pending or threatened, in which such person may be involved by reason of his or her being or having been a Director or officer of PUSOG.
2. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein.
3. PUSOG may purchase and maintain insurance on behalf of any such officers and Directors against any liabilities asserted against such persons whether or not PUSOG would have the power to indemnify such officers and Directors against such liability under the laws of the state of Georgia.

Article XI
Seal of the Corporation

1. The seal of PUSOG shall be inscribed below.

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