Article I. NAME
The name of the organization is North American Interfraternal Foundation, Inc.
Article II. PURPOSE
The purpose of the organization shall be to promote and support leadership, educational, and research initiatives that advance the North American college fraternal experience.
Article III. MEETINGS
- An annual meeting of the Board of Directors shall be held each year at such time as determined by the Board of Directors for the election of Directors and such other business as may come before the meeting.
- Special meetings of the Board of Directors may be called upon the request of any two Officers of the Corporation. The Secretary, upon the request of any two Officers, shall call special meetings of the Board of Directors. Written notice stating the location, day and hour of meetings shall be delivered to each Board member entitled to vote at least 21 days prior to said meeting.
Article IV. OFFICERS
The Officers of the Corporation shall be a Chairman of the Board, President, Vice President, Secretary, Treasurer and Counsel, to be elected annually by the Board of Directors.
Article V. ADMINISTRATION - EXECUTIVE COMMITTEE
The affairs of the Corporation shall be managed by a Board of Directors, which shall be elected at the annual meeting of the Board of Directors of the Foundation. The Board may delegate authority to an Executive Committee comprised of the six Officers designated in Article IV to act within stipulated limitations.
Article VI. INDEMNIFICATION
The Foundation agrees to indemnify and shall indemnify and hold harmless any person who is made a party or is threatened to be made a party to any action, lawsuit or proceeding, be it civil, investigative or administrative, by reason of the fact that he or she is or was an Officer, Director or Director Emeritus, Employee or Agent of the Foundation, for acts or omissions of simple negligence while acting within the course and scope of his or her duties on behalf of the Foundation. Such indemnity shall include the costs-of-defense, including attorneys fees, payment of any judgment rendered or settlement negotiated, and costs reasonably incurred in connection with such threatened action, suit or proceeding. This indemnification provision shall not apply to any persons outlined above who shall be found culpable for gross negligence, willfulness or wantonness in the execution of their duties on behalf of the Foundation.
Article VII. AMENDMENTS
This Constitution may be amended at any regular or special meeting of the Board of Directors provided that such amendment shall have been submitted in writing not later than 21 days prior to the meeting of the Board of Directors at which such amendment is to be considered. Such amendments may be adopted by not less than 10 Directors or a 2/3 majority of the Board of Directors, present and voting, whichever is greater.