Corporation Governance

Articles of Incorporation

The Alumni Corporation of Alpha Omega Delta of Chi Psi (the “Corporation”) is organized under Article 13.1 of the Virginia Code, which is the Virginia Nonstock Corporation Act.  The original Articles of Incorporation were approved by the State Corporation Commission in December 2003. Amended and Restated Articles of Incorporation  were submitted to the State Corporation Commission in September 2006 and were approved in October 2006. 

Tax Exemption Request

The Corporation submitted a request to the Internal Revenue Service in the fall of 2006 for exempt status under Internal Revenue Code section 501(c)(7), the provision which generally covers national fraternity and sorority entities and the alumni corporations that work with local chapters (our Alphas) of such entities in all the states.  The request was approved by the IRS in a determination letter dated January 31, 2007 and is retroactive to December 2003 when the original incorporation was approved by Virginia.  This status will exempt the Corporation from federal income taxes generally.   But this exempt status is not the same as for a 501(c)(3) educational foundation such as The Chi Psi Educational Trust.   While contributions to the Trust and other (c)(3)s are deductible as charitable contributions, dues and other contributions to the Corporation are not deductible.

Bylaws

The Corporation’s initial bylaws were approved in July 2003.  Completely new Bylaws of the Alumni Corporation of Alpha Omega Delta of Chi Psi were approved by unanimous written consent of all voting members of the Corporation as of January 20, 2006.  They have been amended twice since that date (the “Bylaws”).  The principal governance features of the Bylaws are summarized below.

Members of the Corporation.  As a nonstock entity, the Corporation’s members are determined under the Bylaws, which provide for five membership categories. 

• Omega Delta graduates – Each alumnus of Alpha Omega Delta automatically becomes a member of the Corporation when he graduates from George Mason University (“GMU”).  As of April 2008, there are 13 alumni graduates. 

• Additional Omega Deltas – An active of the Alpha who leaves GMU prior to his graduation and who also either (i) is not in school elsewhere or (ii) has graduated from another college/university is considered an alumnus and, therefore, a member of the Corporation.  As of April 2008, there are seven alumni in this category. 

    There are three additional categories of non-Omega Delta alumni who are members of the Corporation.

• Charter members – Ten alumni of other Alphas are “charter members” of the Corporation because they either were original incorporators of the Corporation or were designated as charter members under the initial bylaws.  These charter members are Andrew J. Dewing, OD `84, Cliff Massa III, ED `71, John M. “Tim” Fisher III, F `92, Roger A. Hood, S`54,  Barthe A. van Doorn, OD `84, Sean B. Johnson, OD `95, James E. Lazarus, SD `01, Christian Millett, O `02, W. S. Hattendorf, AD`69, and Dennis Whitfield, AD `71.

• Alumni initiates – A man who becomes an alumnus initiate of the Alpha under the procedures set forth in the National Bylaws of Chi Psi Fraternity becomes a member of the Corporation.   Currently, there are no alumni initiates of the Alpha.

• Invited members – The Bylaws allow the Board of Directors of the Corporation to invite other Chi Psi alumni to become members for a fiscal year, and each invitee is a member for the year in which he pays the minimum annual dues.  These alumni (the number of whom will vary from time to time) are particularly important for the Alpha because it will take time for the numbers of true alumni of the Alpha to increase significantly.  As of April 2008, there are five invited members of the Corporation.  

Corporation meetings.  The Corporation holds one general membership meeting each year during GMU’s spring semester, with preference given to dates after the spring break.  Each member is entitled to at least 60 days notice of the meeting date, with the time, location and agenda to be distributed not less than seven days before the meeting.  Check the “Corporation and Board Calendar” for the next meeting date and location.  At each Annual Meeting, Officers are elected for the next fiscal year – which is a July 1 to June 30 year – along with three of the nine Directors.  Each member of the Corporation who has paid the minimum dues for the year is a Voting Member who is eligible to participate in elections and other official actions of the membership.  Eight Voting Members constitute a quorum for a Corporation meeting.

Board of Directors.   The general management of the Corporation is handled by the nine-member Board of Directors.  Each Director is elected to a three-year term, and the terms are staggered so that three seats are up for election each year.  Each Director must be an alumnus who is a Voting Member.  There are no limitations on the number of terms that an alumnus can serve as a Director.  The Bylaws provide that true Omega Delta alumni can be elected to the Board at a slow pace that does not permit all nine Directors to be Omega Deltas until the fiscal year that ends on June 30, 2017.  This provision was adopted to assure that older alumni are obligated to manage the Corporation until the numbers of Omega Delta alumni grow significantly and many Omega Delta alumni have been out of college for several years. 

The Board holds at least three regular meetings each fiscal year, including one just before the Annual Meeting of the Corporation.  The presence of a majority of all current Directors constitutes a quorum.  Participation in meetings by phone and meetings held entirely by conference calls are permitted, and a written consent procedure is also available for some actions without a meeting. 

Information about the current Directors is available here .

Officers.  There are fours Officers of the Corporation – President, Vice President, Secretary and Treasurer – whose responsibilities are the standard ones for such offices.  Each Officer is elected at the Annual Meeting from among the Directors who will serve during the next fiscal year, and each Officer serves a one-year term during such fiscal year.  There are no limitations on the number of terms that a Director can serve as an Officer.  The four Officers constitute the Executive Committee which can act on certain matters between Board meetings.  The current Officers are listed on the Directors’ pages. 

Finances.  The Corporation’s budget for each fiscal year is developed and approved by the Board.  Currently, alumni dues contributions are the only revenues.  Each year, a base dues amount is set by the Board.  The Bylaws also authorize the Board to solicit higher amounts based on factors such as the alumnus’ class year, whether he is an Omega Delta and his status as a Director.  For FY 2009, the dues levels are:

• Minimum for a Voting Member -- $10

• Requested from all Omega Deltas -- $30

• Requested from all Directors -- $50

Dues payments are not deductible for income tax purposes.

Directors receive no payments for their services as Directors or Officers.  However, Directors may be reimbursed for expenses incurred on behalf of the Corporation or the Board.

Corporation and Board records

When time permits, we will post minutes of Corporation and Board meetings, budgets and other official documents.  It is likely that access to those materials and possibly to certain pages currently accessible (such as the Corporation and Board Calendar) will be available only to Corporation members who are “registered” with this website.  So, please watch for a future notice that such access limitations will apply.