BYLAWS OF

THE DELTA PHI LAMBDA FOUNDATION,

A NOT-FOR-PROFIT CORPORATION.
ADOPTED AUGUST 5, 2017

ARTICLE I -- NAME AND PURPOSE

Sec. 1 NAME. --
(A) The name of the organization is Delta Phi Lambda Foundation.
(B) It shall be a non-profit organization incorporated under the laws of the State of
Georgia.

Sec. 2 PURPOSE. --
(A) The purpose of this corporation is to empower the women of Delta Phi Lambda
and the communities they serve by funding scholarships, supporting
philanthropic endeavors, and promoting leadership education.
(B) This corporation is organized exclusively for charitable and educational
purposes. All funds, whether income or principal, and whether acquired by gift
or contribution or otherwise, shall be devoted to said purposes.

ARTICLE II -- MEMBERSHIP

Sec. 1 MEMBERSHIP. --
(A) Membership in this organization shall consist of the board of directors.

ARTICLE III -- BOARD OF DIRECTORS

Sec. 1 BOARD ROLE, SIZE, AND COMPENSATION. --

(A) The board is responsible for overall policy and direction of the association, and
delegates responsibility of day-to-day operations to the staff and committees.
(B) The board shall have up to 10, but not fewer than two members.
(C) Board members must have prior professional experience.
(D) The board receives no compensation other than reasonable expenses.
(E) Each director shall have one vote, and such voting may not be done by proxy.
(F) Each board member must donate each year to the best of their ability.

Sec. 2 TERMS. --
(A) All board members shall serve two-year terms.
(B) Board members are eligible for re-election for up to five consecutive terms.

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Sec. 3 MEETINGS AND NOTICE. --
(A) The board shall meet at least quarterly, at an agreed upon time and place.
(B) An official board meeting requires that each board member have written notice
at least two weeks in advance.
(C) Quorum.
(1) Two-thirds of the total number of directors shall constitute a quorum at
the meetings of the Board of Directors.
(D) Special meetings of the board shall be called upon at the request of the chair, or
one-third of the board.

Sec. 4 METHOD OF ELECTION. --

(A) Nominating Committee.
(1) The Board shall appoint a Nominating Committee of three members for
a one-year term.
(2) The committee is responsible for the organization and conduct of the
Board election each year at the annual meeting, or another date agreed
upon by the Board of Directors.
(3) Membership of the nominating committee must include at least one
board member, one staff member, and one volunteer.
(B) Nominations.
(1) The Nominating Committee will accept nominations and recruit for
Board membership.
(2) The Nominating Committee contacts each nominee to accept or decline
nomination. The committee is responsible for ensuring that all
nominees meet the minimum requirements for Board membership
before presenting the list to the Board.
(3) The Nominating Committee may add nominees as it deems appropriate
and desirable to ensure a quality slate of candidates.
(4) The Nominating Committee presents the final list to the Board at the
Annual Board Meeting for voting, or another date agreed upon by the
Board of Directors.

Sec. 5 OFFICERS AND DUTIES. --

(A) There shall be four officers of the board, consisting of a chair, vice-chair,
secretary and treasurer. They will be known as the Executive Committee and
their duties are as follows:
(1) The chair shall convene regularly scheduled board meetings, shall
preside or arrange for other members of the Executive Committee to
preside at each meeting in the following order: vice-chair, secretary,
treasurer.
(2) The vice-chair shall chair committees on special subjects as designated
by the board.
(3) The secretary shall be responsible for keeping records of board actions,
including overseeing the taking of minutes at all board meetings,
sending out meeting announcements, distributing copies of minutes and

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 the agenda to each board member, and assuring that corporate records
are maintained.
(4) The treasurer shall present the finance report at each board meeting.
The treasurer shall chair the finance committee, assist in the preparation
of the budget, help develop fundraising plans, and make financial
information available to board members and the public

Sec. 6 VACANCIES. --
(A) When a vacancy on the board exists mid-term, the secretary must receive
nominations for new members from present board members two weeks in
advance of a board meeting.
(B) These nominations shall be sent out to board members with the regular board
meeting announcement, to be voted upon at the next board meeting.
(C) These vacancies will be filled only to the end of the board member's term.

Sec. 7 RESIGNATION, TERMINATION, AND ABSENCES. --

(A) Resignation from the board must be in writing and received by the secretary.
(B) A board members shall be terminated from the board due to excess absences,
more than two unexcused absences from board meetings in a year.
(C) A board member may be removed for other reasons by a two-thirds vote of the
remaining directors.

ARTICLE IV STAFF

Sec. 1 EXECUTIVE DIRECTOR. --

(A) The executive director is hired by the board.
(B) The executive director has day-to-day responsibilities for the organization,
including carrying out the organizations goals and policies.
(C) The executive director will attend all board meetings, report on the progress of
the organization, answer questions of the board members and carry out the
duties described in the job description.
(D) The board can designate other duties as necessary.

Sec. 2 DIRECTOR OF COMMUNICATIONS. --

(A) The director of communications is hired by the executive director.
(B) The director of communications is responsible for managing the public relations
aspect within the Foundation.
(C) The director of communications builds and sustains the Foundation's reputation
for trust, quality, and reliability.
(D) The director of communications writes and delivers press releases and handles
all communication sent to the public.
(E) The executive director can designate other duties as necessary.

Sec. 3 DIRECTOR OF DEVELOPMENT. --

(A) The director of development is hired by the executive director.
(B) The director of development is responsible for developing and executing the
Foundation's annual fundraising plan.

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 (C) The director of development secures financial support from individuals,
foundations and corporations.
(D) The director of development manages or oversees the staff responsible for data
entry and gift processing.
(E) The director of development develops and maintains ongoing relationships with
major donors.
(F) The director of development creates and executes a strategy for a large sustained
base of annual individual donors.
(G) The director of development oversees the organization of special events.
(H) The director of development develops and tracks proposals and reports for all
foundation and corporate fundraising.
(I) The executive director can designate other duties as necessary.

Sec. 4 DIRECTOR OF FINANCE. --

(A) The director of finance is hired by the executive director.
(B) The director of finance analyzes and presents financial reports in an accurate and
timely manner; clearly communicates monthly and annual financial statements;
collates financial reporting materials for all donor segments, and oversees all
financial, project/program and grants accounting.
(C) The director of finance oversees and leads the annual budgeting and planning
process in conjunction with the ED; administers and reviews all financial plans
and budgets; monitors progress and changes; and keeps senior leadership team
abreast of the organizations financial status.
(D) The director of finance manages organizational cash flow and forecasting.
(E) The director of finance implements a robust contracts management and financial
management/ reporting system; ensures that the contract billing and collection
schedule is adhered to and that financial data and cash flow are steady and
support operational requirements.
(F) The director of finance updates and implements all necessary business policies
and accounting practices; improve the finance departments overall policy and
procedure manual.
(G) The director of finance effectively communicates and presents the critical
financial matters to the board of directors.
(H) The executive director can designate other duties as necessary.

Sec. 5 DIRECTOR OF PROGRAMS. --

(A) The director of programs is hired by the executive director.
(B) The director of programs works directly with individuals applying for
scholarships and internships.
(C) The director of programs generates reports and statistics from database.
(D) The director of programs oversees and maintains scholarship online applications
and applicant files.
(E) The director of programs is responsible for database records management for
alumnae and students.
(F) The director of programs works closely with foundation accountants on
scholarship distributions.
(G) The director of programs maintains schedule of deadlines to ensure tasks are
done in a timely efficient manner.

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 (H) The director of programs works with the director of communications to prepare
and handle all aspects of mass mail outs regarding scholarships and student
notifications or events.
(I) The director of programs attends quarterly Foundation Board of Directors
meetings to report on scholarship programs.
(J) The executive director can designate other duties as necessary.

ARTICLE V -- CONFLICT OF INTEREST

Sec. 1 CONFLICT OF INTEREST. --

(A) Any member of the board who has a financial, personal, or official interest in, or
conflict (or appearance of a conflict) with any matter pending before the Board,
of such nature that it prevents or may prevent that member from acting on the
matter in an impartial manner, will offer to the Board to voluntarily excuse
oneself and will vacate their seat and refrain from discussion and voting on said
item.

ARTICLE VI -- FISCAL POLICIES

Sec. 1 FISCAL YEAR. --

(A) The fiscal year of the board shall begin on January 1st and end on December
31st of the calendar year.

ARTICLE VII -- DISSOLUTION CLAUSE

Sec. 1 DISSOLUTION. --
(A) The Delta Phi Lambda Foundation, Inc. may be dissolved only with
authorization by its Board of Directors given at a special meeting called for that
purpose and with subsequent approval by unanimous vote of the board.
(B) Upon dissolution or other termination of the Foundation, all remaining assets of
the Foundation, after payment in full of all its debts, obligations, and necessary
final expenses, or after the making of adequate provision therefore, shall be
distributed to such tax-exempt organizations as shall be chosen by the then
existing Board of Directors of the Foundation.

ARTICLE VIII -- AMENDMENTS

Sec. 1 AMENDMENTS. -- These bylaws may be altered, amended, or repealed by a two-third

vote of Board members present at any meeting, provided that a copy of the proposed
amendment(s) are provided to each Board member at least one week prior to said meeting.

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 CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a majority vote on August 5, 2017.

Lillie Madali (Aug 7, 2017) Hannah Seoh (Aug 8, 2017)

Lillie Madali Hannah Seoh

Nyla Lieu (Aug 8, 2017)

Whitney Newton
Whitney Newton (Aug 8, 2017)

Nyla Lieu Whitney Newton

Quocanh Nguyen
Quocanh Nguyen (Aug 7, 2017)

Ann Nguyen

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 Bylaws_2017
Adobe Sign Document History 08/08/2017

Created: 08/07/2017

By: Lillie Madali (lillie.madali@gmail.com)

Status: Signed

Transaction ID: CBJCHBCAABAAApxRnCJnr0Uo3H9eLdhzCs9YxdCgtjQe

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