PUSOG Bylaws as approved April 3, 2016

PUSOG Bylaws

Article 0


0.1. The following shall be known as the Bylaws of the Psi Upsilon Society of Georgia, Inc., hereafter referred to as PUSOG.
0.2. These bylaws shall be considered ratified upon a majority vote of the Members present at the Assembly of PUSOG on September 6, 2008.
0.3 These bylaws were amended April 5, 2014, April 4, 2015, and April 3, 2016.

Article I

Business and Purpose of PUSOG

1.1. PUSOG shall manage the real property and assets of PUSOG.
1.2. PUSOG shall 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.

Article II


2.1. The following shall be considered Members of PUSOG:
2.1.1. Alumni of the Gamma Tau Chapter of Psi Upsilon.
2.1.2. Alumni of Psi Upsilon residing in the State of Georgia.

2.2. 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.

2.3. The following Members shall be considered Voting Members:
2.3.1. Those who have paid dues for the current calendar year.
2.3.2. Charles M. Hall, Esq. who shall be considered a lifetime Voting Member of PUSOG.
2.3.3. Those brothers from the Gamma Tau chapter who have finished their undergraduate degrees within the previous year, starting from the date of graduation.

Article III

Board of Directors

3.1. The Board of Directors, hereafter referred to as the Board, is the executive arm of PUSOG, vested with its administration.

3.2. The Board has and may exercise all of the powers that may be exercised or performed by PUSOG and will be reported at the next Assembly.

3.3. The Board shall execute all functions prescribed by these Bylaws and by legislation passed by the Voting Members at the Assembly.

3.4. The Board shall be composed of 9 Directors.

3.5. Each Director will serve for a term of two years which shall expire at the conclusion of an Assembly.
3.5.1. There shall be no term limits for Directors.
3.5.2. The Directors shall serve without compensation.
3.5.3. Directors may resign at any time.
3.5.4. Directors may be removed, with or without cause, by a two-thirds vote of the entire Board of Directors.
3.5.5. 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.
3.5.6. A Director shall be considered incapacitated if for any reason he or she shall be unable to carry on the duties of their office and the remaining Board shall have declared them incapable of service by agreement at a Board meeting.

3.6. The Board shall meet no less than ? (pi) times per year.
3.6.1. Any Director may call a Board meeting with at least seven (7) days advance notice to all of the Directors either at a Board meeting or via a contact method each Director has supplied to the other Directors for this purpose.
3.6.2. The time and place of a Board meeting will be finalized by President.
3.6.3. The quorum for a meeting of the Board shall be satisfied by the participation of a majority of Directors.
3.6.4. Participation in a Board meeting may occur by remote correspondence or telecommunication as deemed appropriate by the President, who is the final authority on whether Directors not physically present are considered to be participating. The intent of allowing remote communication is to successfully enable remote attendees to follow the entire discussion.
3.6.5. Any action may be taken by the Board by e-mail with a majority approval of the Directors.
3.6.6. The time and place of Assemblies shall be set by the Board with a minimum of 30 days of advance notice to the Members.

Article IV


4.1. The officers of PUSOG shall consist of President, Secretary, and Treasurer.
4.1.1. Only Directors shall serve as officers of PUSOG.
4.1.2. The officers shall be elected at the first Board meeting after an Assembly with elections. The officers shall be nominated then approved by a majority of the Directors.

4.2. The President shall:
4.2.1. Serve as the chief executive officer of PUSOG.
4.2.2. Be responsible for the general administration of PUSOG.
4.2.3. Preside at each meeting of the Board and at Assemblies.
4.2.4. Borrow money and execute bonds and mortgages under the seal of PUSOG only under the specific authority of the Board.
4.2.5. 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 at the next Board meeting.
4.2.6. Appoint Directors to fill absent offices at meetings and Voting Members to Committees as needed.

4.3. The Secretary shall:
4.3.1. Be the custodian of the minutes, passed legislation, and official documentation of PUSOG.
4.3.2. Accurately take and maintain minutes of meetings of the Board and the Assembly.
4.3.3. Manage proxy votes as defined in section 6.11
4.3.4. In the absence of the President, the Secretary shall perform the duties of the President and designate a Director to take minutes.
4.3.5. Provide the records kept by the Secretary for inspection upon the request of any Voting Member.

4.4. The Treasurer shall:
4.4.1. Perform the oversight and execution of the financial affairs of PUSOG.
4.4.2. Have the authority and responsibility for the safekeeping of the funds and securities of PUSOG.
4.4.3. Maintain records evidencing the property owned by PUSOG and its disbursements, and present the same to the Assembly.
4.4.4. Provide the records kept by the Treasurer for inspection upon the request of any Voting Member.
4.4.5. In the absence of the President and Secretary, the Treasurer shall perform the duties of the President.

Article V


5.1. As necessary, the Board may form committees to act on its behalf.

5.2. Each committee shall be chaired by a Director.

5.3. Committee membership shall be open to any Member of PUSOG.

5.4. Committees and committee members shall serve at the pleasure of the Board.

5.5. Actions of all committees shall be regularly reported to the Board and at the Assembly.

Article VI

Semi-Annual Assembly

6.1. The Members shall meet at least twice per year. These meetings shall be referred to as Semi-Annual Assembly, hereafter known as the Assembly.

6.2. 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.

6.3. The Assembly shall be conducted by the President according to Robert’s Rules of Order.

6.4. The Assembly shall propose and pass legislation and bylaw amendments.

6.5. Quorum for the Assembly shall be the size of the membership of the Board of Directors plus one.

6.6. The Assembly shall be open to all Members and their guests.

6.7. The Board shall present to the Assembly a summary of its activities.

6.8. The Assembly shall set the Budget as set forth in Article VII.

6.9. The Assembly shall elect Directors to fill any Board positions which shall expire at the conclusion of that Assembly.
6.9.1 The Nominations for the Board shall be as follows: The Secretary shall send out a reminder to the Members to provide their statements of qualifications at least four weeks in advance of the Assembly using their preferred method of contact. Voting Members shall submit a statement of their qualifications in writing to the Secretary at least two weeks prior to the Assembly at which the election is to occur. The Secretary shall use these statements to send out a list of candidates at least one week before the Assembly and make printed ballots for use at the Assembly.

6.9.2 Elections procedure within Assemblies will be as follows: Each qualified candidate will be given a speaking period not to exceed 5 minutes to restate their qualifications to the Assembly and answer any questions from the Assembly. After all candidates have spoken, the Assembly will vote by secret ballot for their chosen slate of candidates. The votes will be totaled, separately, by the presiding officer and another Director of their choice. Those 9 candidates who receive the most votes will be elected as Directors. In the case a tiebreaker is necessary, a runoff election among those below a vote threshold as determined by the Meeting Chair will be held by the same procedure detailed above.

6.10. Participation in an Assembly may occur by remote correspondence or telecommunication as deemed appropriate by the President, who is the final authority on whether Voting Members not physically present are considered to be participating. The intent of allowing remote communication is to successfully enable remote attendees to follow the entire discussion.

6.11. Proxy votes will be handled as follows:
6.11.1 Proxy votes may be submitted by any Voting Member to the Secretary.
6.11.2 Proxy votes may be submitted by any Voting Member to the Secretary a minimum of 24 hours in advance of the Assembly.
6.11.3 Proxy votes should include clear directions how the absent member’s vote should be cast regarding a specific subject; these directions should be read aloud by the Secretary. A proxy vote whose instructions insufficiently address a motion in its final form should not be counted by the Secretary.
6.11.4 Voting Members may not assign general voting rights to another individual to act on one’s behalf.
6.11.5 Any ambiguities in the interpretation of proxy voting instructions may be resolved by the Secretary per the process set forth in the second section under “Conducting the Game” on page 110 of the AD&D Dungeon Masters Guide, 1st Edition.

Article VII


7.1. The fiscal year shall be a calendar year.

7.2. The budget for the fiscal year shall be approved by the last Assembly of the preceding fiscal year.

7.3. The budget shall encompass the operating expenses of PUSOG.

7.4. The Board shall be authorized to deduct its budgeted operating expenses from its pool of contributions.

7.5. The budget shall include a calculation of dues per Member.
7.5.1. 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
7.5.2. This cost shall be referred to as “dues” as used in Article I Section 3

Article VIII

Sale of Property

8.1. 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.

8.2. 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.

8.3. 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 IX


9.1. 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 their being or having been a Director or officer of PUSOG.

9.2. Such indemnification shall be made only in accordance with the laws of the State of Georgia and subject to the conditions prescribed therein.

9.3. 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 X


10.1. 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.

10.2. 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.

10.3. Any proposed amendment to the bylaws must carry with a three-quarters majority vote of the Voting Members whom the Chair recognizes as participating in the meeting.

Article XI

Seal of the Corporation

11.1. The seal of PUSOG shall be inscribed below (period intentionally omitted)

Bylaws current as of April 3, 2016

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