SIGMA NU HOUSE COMPANY, INCORPORATED AMENDED AND RESTATED BYLAWS The following are the Amended and Restated Bylaws of Sigma Nu House Company, Incorporated. As used in these bylaws, "Sigma Nu" means Sigma Nu International Fraternity, "Gamma Sigma" means Gamma Sigma Chapter of Sigma Nu at Iowa State University, "Board" means the Board of Trustees of this Corporation, and "Corporation" means this Corporation. ARTICLE I - NAME The name of this corporation is Sigma Nu House Company, Incorporated. ARTICLE II - PURPOSES The exclusive purposes for which said corporation is formed are the following: The promotion and improvement of literary and scientific education, the advancement of the arts and sciences, the development of fellowship among members of the corporation, and for such other educational, literary, scientific or charitable pursuits as the corporation may from time-to-time undertake. With the exception of investment of funds, the Corporation shall not engage in activities not permitted by a 501c(7) organization under the internal revenue laws of the United States or the State of Iowa. Should the Corporation be dissolved or its charter forfeited at any time without being timely reinstated, no part of its funds or property shall be distributed to or among its members, but after payment of its indebtedness, if any, its surplus funds and property shall be used for educational, literary, and or scientific purposes in such manner as the Board may determine, or, in the absence of such determination, by the determination of the High Council of the Sigma Nu International Fraternity. For the purpose of this Article II, the term "surplus funds or property" shall mean those funds or property remaining in the hands of the Corporation after the payment of: (1) all indebtedness of the Corporation, whether secured or not; (2) all taxes and fees imposed by the United States or the State of Iowa or other taxing authority to which the Corporation or its property may be subject; and, (3) those sums deemed necessary or desirable by the Board for the preservation of the property and records of the Corporation. ARTICLE III - POWERS Section 1. The Corporation may receive, purchase and hold in fee, in trust or otherwise, all kinds of property, real, personal, and mixed; and may, but shall not be required to, own, lease, and/or maintain a chapter house and/or other facilities for the housing of students matriculating at Iowa State University, meetings of the membership, and/or storage of Corporation property. Section 2. The Corporation may borrow money and provide security for loans, including but not limited to mortgages or deeds of trust on real or personal property. Section 3. The Corporation may open and maintain bank and brokerage accounts. Section 4. The Corporation may accept, hold, and administer funds for scholarships and grants in support of the Corporation's purposes. Section 5. The Corporation may dispose any of its property which is of no value or nominal value as the Board may direct. Section 6. The Corporation may do any other thing necessary to carry out the purposes and powers of the Corporation and to keep the Members informed of the activities of the Board and the Corporation and its Members, such as, but not limited to, the mailing of notices and reports to the Members. ARTICLE IV - MEMBERSHIP Section 1. All members in good standing of Sigma Nu who also have been initiated into Gamma Sigma are eligible to be members of this corporation. The list of those members of Sigma Nu who are initiates of Gamma Sigma maintained by Sigma Nu shall be conclusive and binding upon the Corporation and all persons who may claim membership in it. Section 2. The membership of the Corporation shall consist of those eligible persons for whom Sigma Nu has a valid and current mailing address and who have not requested that they be removed from membership, and, in addition, are not matriculating as undergraduates at Iowa State University. Section 3. Any person otherwise eligible may, by notice to the Corporation or Sigma Nu, resign or decline membership in the Corporation. ARTICLE V - MEETINGS OF THE CORPORATION Section 1. There shall be a regular annual election by the members for the vacancies occurring in the board of trustees and for any issued required to be approved by the membership by the Articles, these By-laws, or at the discretion of the board. Said election shall be made by notice and ballot distributed by mail to the membership at least two weeks prior to the date selected for the close of voting, according to the procedure set forth in Section 3 of these By-laws. Section 2. Special meetings of the membership shall be called by the President upon written request of any two Board members or any fifteen members of the Corporation. The written request shall specify with particularity the action to be taken at such meeting and include a proposed proxy form. Notice of special meetings shall be given by depositing in the mail at least two weeks prior thereto, a properly stamped and addressed written notice to each member at his last known address, specifying the business to be transacted and shall include a proxy form by which the member may vote on the business to come before the meeting or give his proxy generally to the Board, and no other business shall be transacted at such special meeting other than that specified in the notice and proxy. Section 3. Special elections of the membership shall be called by the president upon written request of any two members of the board or any fifteen members of the corporation. The written request shall specify with particularity the action to be taken at such meeting and include a proposed proxy form. Said election shall be made by notice and ballot distributed by mail to the membership at least two weeks prior to the date selected for the close of voting, according to the procedure set forth in Section 3 of these By-laws. Section 4. In any election by the members, a date for the closing of the election shall be designated by the secretary and notice of the election, a ballot, and a proxy form shall be mailed to the members no later than two weeks prior to the date provided for the closing of the election. The secretary shall prepare and sign a declaration of mailing of the notice, ballot, and proxy, and shall insert said certificate into the records of the Corporation. Said certificate shall be prima facie evidence of the mailing of such notice, ballot, and proxy. Section 5. On or as soon as practical after after the date of the closing of the elections, the secretary shall count or cause the ballots to be counted and certify the results of the election to the board and to national in writing. A signed copy of such certification shall be inserted in the records of the Corporation. Section 6. In any election by the membership, five ballots shall constitute a quorum. ARTICLE VI - BOARD OF TRUSTEES Section 1. The business of this group shall be directed and transacted by a seven member Board of Trustees, all of whom shall be initiates of Sigma Nu. The Board shall act by resolution duly made, seconded, and approved by a majority of the Board by the methods set forth in these By-laws. Section 2. The election of the Board shall take place during the annual election of the Corporation. Section 3. Board members shall serve for a term of three years. However, at the election of the Board in 1999 the members shall be elected for the following terms: Three shall be elected for a period of three years each. Two shall be elected for a period of two years each. Two shall be elected for a period of one year each. Section 4. Vacancies among the Board shall be filled by the remaining members for the unexpired portion of the term. Section 5. The regular Annual Meeting of the Board shall take place as soon as practical following the regular Annual Election of the Corporation. The Board may meet in person, by telephone conference call, or by any convenient means and may conduct any vote by canvass by mail or otherwise as provided in Section 8. Section 6. The officers of the Corporation, consisting of at least a President, Secretary, and Treasurer, shall be elected by the Board at its regular Annual Meeting. Any vacancies occurring during the year shall be filled by the Board. Section 7. Special meetings of the Board may be called by the President or any member of the Board upon the written request of any two members by giving three days notice thereof to each of the directors. A director may waive notice of the meeting either by written acceptance or by participating in the meeting, except if said participation is limited to a challenge to the propriety of the meeting or the adequacy of the notice. Section 8. Any meeting of the Board may be in person, by telephone conference call or by any other means acceptable to the Board. Resolutions of the Board may also be made by written ballot upon notice mailed to all the Board members. Section 9. The Board shall have a qualified accountant examine the books of the Treasurer at least once a year before each annual statement made by the Treasurer, which accountant shall certify to the correctness of these books. The accountant examining the books shall not be a member of the Board. Section 10. The Board shall approve all contracts calling for the expenditure of or obligating the corporation for sums in excess of $100.00, or any contract or obligation continuing for more than one year. Section 11. The Board shall determine the time for the regular meeting of the Corporation at least three weeks before this meeting shall be held, and any other meetings at least two weeks before they shall be held. Section 12. The Board shall procure and keep a Seal of and for the Corporation in accordance with the Articles of Incorporation of the Corporation, the laws of Iowa and of the United States, and shall affix an impression of the same to each copy of the Bylaws after its adoption. Section 13. Nominations for new board members may be made by (a) the Board, (b) members at the time of the annual Election, or (c) by written petition of two (2) or more members. Ballots sent by mail shall include a provision for write-in candidates. ARTICLE VII - OFFICERS Section 1. President. The President of the Corporation shall preside at the regular Annual Meeting of the Corporation and the regular Annual Meeting of the Board. The President and the Secretary shall certify copies of all resolutions of the Board. In addition, the President shall perform such duties as are required by law of the president. Section 2. Secretary. The Secretary of the Corporation shall keep the minutes of the meetings of the Board and of the Members and shall keep copies of all resolutions of the Board and, together with the President, certify copies of the Resolutions of the Board. The Secretary shall prepare or cause to be prepared and give or cause to be given, by mail or otherwise, such notices as are called for in these Bylaws. The Secretary shall supervise the counting of ballots and proxies at any meeting of the corporation or the Board. The Secretary shall attest to all actions of the Corporation authorized by the Board and cause the seal to be affixed to such attestation. The Secretary shall maintain registration of the Corporation with the State of Iowa and file such annual reports as are required by the State of Iowa. Section 3. Treasurer. The Treasurer shall receive all sums paid to the Corporation and is authorized to accept gifts to Corporation, provided only, that the Board be notified of any donation which are to be restricted in use and such gift or donation shall only take effect upon acceptance by the Board. The Treasurer shall cause the funds of the Corporation to be deposited in a financial institution or institutions selected by the Board in accounts as specified by the Board and shall keep accurate books and records of all sums received by or paid by the Corporation. The Treasurer shall report to the Board on the state of the Corporations finances no less than annually and as frequently as the Board shall direct. The treasurer shall prepare or cause to be prepared such tax returns as are required by state and federal law. Section 4. Other Officers. The Board of Trustees may by Resolution provide for other officers, specify their duties and appoint them or remove them from office. The Board may prescribe additional duties of the officers. Section 5. Compensation. No officer of the Corporation shall receive any compensation for acting as such Officer, but may be reimbursed for actual expenses incurred in carrying out the duties of the office. Section 6. Disbursement of Funds The Treasurer is authorized, without further action of the Board, to pay or reimburse expenditures not to exceed $100.00 for paper, copying, mailing, stamps, office supplies, and the like necessary or desirable to carry out the directives of these Bylaws and the Articles of Incorporation. The Treasurer is further authorized to pay any franchise fee or tax for which the Corporation may become liable and to pay such fees to governmental units as may be necessary, to file reports or papers or obtain copies of reports or papers necessary to the continued existence, and governance of the Corporation. Funds of greater than $10,000 shall be kept in an account that requires for disbursement signatures of at least the treasurer and one other officer. ARTICLE VIII - USE OF PROPERTY AND FUNDS OF THE CORPORATION Section 1. The funds of the Corporation shall be used for the following purposes and no other: Operation and maintenance of the Corporation; Publication of a newsletter and distribution of annual reports; Meetings of the membership and promotion of fellowship among members; Expenses related to re-establishment of a the collegiate chapter at Iowa State University; Acquisition, leasing, maintenance, and operation of housing for students matriculating at Iowa State University; Taxes as required by state and federal law; Insurance; Interest and principal on any indebtedness; Investment of funds not otherwise needed; and Other expenses not exceeding $100 as approved by a majority the Board. Section 2. Expenditures not authorized in Section One of this article shall be made only upon vote of a majority at the annual meeting of the Corporation, or at a special meeting called for the purpose. ARTICLE IX - PROCEDURE In all matters of procedure not provided for herein, the action of the Board of Trustees as by majority vote they may direct, shall be binding upon the Corporation, the Board, and the Members of the Corporation in their capacity as Members. ARTICLE X - ANNUAL REPORT The Corporation shall issue an annual written report to its members, which shall be sent to the last known mailing address. The annual report shall include at least a summary of the activities of the past year, a summary financial statement, and a summary description of the condition of Corporation property. It may be incorporated into a newsletter or ballot mailing. ARTICLE XI - AMENDMENTS Section 1. These Bylaws may be amended, as proposed by Resolution of the Board, by written vote of a majority of the members voting, provided that at least fifteen votes are cast either for or against such amendment. A copy of the proposed amendment and a ballot shall be sent to each member's last known address at least two weeks prior to the closing of the vote. In the event fewer than fifteen votes are cast, a notice that the period for voting has been extended for one month may, by Resolution of the Board, be given by mail and, provided that at least seven votes are cast after the expiration of such additional period, the majority of the votes actually cast shall determine the issue. Section 2. Amendments may also be made by majority vote at any regular or special meeting of the Corporation, at which there shall be present a quorum, provided that at least two weeks notice of the meeting has been sent to each member at their last known address along with the notice. Section 3. These by-laws shall be adopted by the procedure of Section (1) of this article. Upon adoption, these by-laws supersede all previous by-laws. ADOPTED 11/30/1999 by 86 to 1 vote. Tally certified by Brad Beacham, COO, Sigma Nu Fraternity.