Zete Kids U.S.A. Bylaws
(As Amended September 2006)

1. Mission Statement

The mission of Zete Kids U.S.A. is to promote the education and welfare of children by furnishing grants to Internal Revenue Code Section 501(c)(3) organizations whose purposes are furthering the education and welfare of children and other activities reasonably in support thereof, and to provide the members of the Zeta Psi Community an opportunity to display their commitment to brotherhood and leadership in supporting the development and welfare of children and increase the understanding of community service learning. Zete Kids U.S.A. is a New York nonprofit corporation which is exempt from taxation by virtue of its public charitable status under Internal Revenue Code Section 501(c)(3) and 509(a)(1).

2. Assumed Name

Zete Kidz is a registered service mark of Zeta Psi Fraternity of North America, Inc. This name and trademark may not be used without written approval of Zeta Psi Fraternity of North America, Inc.

3. Officers and Board of Directors

3.1. Board of Directors

The Board of Zete Kids U.S.A. shall consist of nine directors including a President, Vice President, Secretary, and Treasurer, four Directors at Large, and the Vice President of the Zeta Psi Educational Foundation, who shall be an ex-officio member of the Board of Directors with vote. This number may be increased or decreased by Bylaw amendment, except that in no case may any decrease in the number of directors shorten the term of any incumbent director.

3.1.1. President

The President shall serve as the Chair of the Board and as Chief Executive Officer of the Organization.

3.1.2. Vice President

In the absence of the President or in the event of his inability or refusal to act the Vice‑President (or in the event there be more than one Vice‑President, the Vice‑President in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice‑President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

3.1.3. Secretary

If required by the Board of Directors, the Secretary shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and, if the Corporation has a seal, of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

3.1.4. Treasurer

If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Directors; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

3.2. Elections and Terms of Office

3.2.1. Terms of office shall be two years. The term of office will terminate at the annual convention of Zeta Psi Fraternity of North America, Inc. and the Zeta Psi Educational Foundation.

3.3. Committees

3.3.1. Finance

A committee made up of the members of the Board as designated by the President shall be responsible for financial matters of the Organization. The treasurer of Zete Kids U.S.A. shall serve as chair of this committee.

3.3.2. Nominations

A committee formed by members of the Board shall be responsible for nomination of individuals for election to the Board as a director or as Chairman each year

3.3.3. Events Committee

A committee may be created by the Board for the purpose of researching and recommending fund raising events to be considered for adoption by the Board.

3.3.4. Additional Committees

Additional committees deemed useful or necessary may be formed at the discretion of the Board, provided, however, that no committee shall have the authority to conduct any act not allowed to be delegated by the Board of Directors under the laws of the State of New York.

3.4. Resignation

Any director or chairman may resign from his position at any time by delivering a written resignation to the Board of Directors. No acceptance shall be necessary for the resignation to take effect, and the resignation shall take effect at the time specified therein. The Board of Directors may then choose to fill the vacancy for the remainder of the term at its next earliest convenience.

4. Fundraising

Each chapter will hold its own fundraising event or events. The suggested event will be a charity golf tournament. There will be a fee, in excess of greens fees, that will be charged to participate in the tournament. Each chapter will then collect this money and issue a cashier’s check to Zete Kids U.S.A. in the amount raised through the tournament. Additional donations to Zete Kids U.S.A. may come from individual donations, corporate donations, etc.

4.1. Donations by Chapters

Each U.S.A. based Zeta Psi chapter shall be encouraged to annually donate a sum of money that meets or exceeds goals set forth by the Zete Kids U.S.A. based on input from the Zeta Psi Educational Foundation and the individual Chapters of Zeta Psi Fraternity of North America, Inc. Each chapter is encouraged to exceed the suggested amount. The Board, with the approval of the Executive Committee of the Grand Chapter of the Zeta Psi Fraternity of North America, Inc. has the right to mandate participation and donation by the chapter.

4.2.2. Approval of Fundraising Programs

4.2.2.1. Before using the names Zeta Psi, Zete Kids U.S.A., Zete Kids, or any variation thereof, or the Zeta Psi Corporation of North America as advertising in any form for a fundraiser, approval of the fundraising project must be received by the Zete Kids U.S.A. Board of Directors.

4.2.2.2. Approvals will be granted or denied within sixty (60) business days after they are received by the Zete Kids Board of Directors.

4.2.3. Incentives

4.2.3.1. The individual chapter which donates the most money in one fiscal year shall receive two additional registration fee reimbursements to the Zeta Psi international convention for the following year.

4.2.3.2. Additional incentives may be added as the Board of Directors deems necessary and may be added to these Bylaws at the discretion of the Board.

4.2.4. Annual Reports

Within one month of the end of each fiscal year all chapters making a donation to Zete Kids U.S.A. will be required to submit an organizational report to the Zete Kids U.S.A. Board of Directors consisting of the following:

4.2.4.1. A detailed accounting of funds the individual chapter donated during the fiscal year.

4.2.4.2. A list of the sources from which contributions were collected (i.e. donations from brothers, fundraisers, alumni association funding, etc) and the amounts.

4.2.4.3. A summary of each fundraising event sponsored throughout the year including the type of event, location of the event, amount raised, problems encountered, and helpful practices.

4.2.4.4. A list of goals for the coming fiscal year including a reasonably detailed estimate of the coming year’s projected donation.

4.2.4.5. A list of potential fundraising events to be sponsored in the coming fiscal year This is not to be treated as an application to the Board of Directors for approval of a fundraising event.

4.2.4.6. Zete Kids U.S.A. shall provide a sample report layout to individual Zeta Psi chapters to ensure uniformity of documents submitted.

4.3. Business Support

4.3.1. Chapters are encouraged to solicit corporate and other business and professional sponsorships and such donations made via a particular chapter will be credited in the required annual donation of that chapter.

4.3.2. Incentives

4.3.2.1. Recognition of Sponsorship

Recognition regarding business, and professional sponsorships will be based on the amount donated and is at the discretion of the individual chapter which worked closest with the sponsor.

4.3.2.2. Annual List

At the end of each fiscal year a list of all business and professional sponsorships and donations from the past year will be sent to each Zeta Psi chapter. Chapters are be encouraged to thank these sponsors for support of Zete Kids U.S.A..

4.4. Individuals and Alumni

Individual and alumni donations made to Zete Kids U.S.A. through a particular chapter in excess of the fee for the golf tournament or separate from a specific fundraising event may be included in the total donation of that particular chapter to the Zete Kids, U.S.A.

4.5. Informational Guides

The Board shall, by means of a committee or otherwise, make available informational guides regarding documentation for fundraising events, particularly charity golf outings. This effort will draw on the experience of various Zeta Psi chapters in an effort to maximize the fundraising potential and avoid difficulties including, but not limited to, risk management issues and poor chapter participation.

5. Meetings

5.1 Regular Meetings

The Board of Directors shall hold two regular meetings each year, one in the summer, in conjunction with the Zeta Psi International Convention, and one in the winter.

5.1.1. Special Meetings

Special meetings may be called by the Chairman of the Board or by the written request to the Chairman of two (2) members of the Board.

5.1.2. Location

The summer meeting of the Board of Directors shall be held at the same location as the Zeta Psi Educational Foundation Annual Meeting. The location of the winter meeting shall be determined at the previous summer meeting. The location of any special meetings shall be determined by the Chairman of the Board of Directors.

5.1.3. Notice

Before any meeting of the board, written notice shall be given to the members of the Board by the Chairman stating the place, date, and hour of the meeting. Notice of any special meeting shall state the purpose or purposes for which the meeting is called. A copy of the notice shall be given to each member of the Board either personally, by first class mail or by electronic mail, not less than 15 days nor more than 60 days before the date of the meeting.

5.1.4. Quorum

Unless, a greater proportion is required by law, a majority of the entire Board of Directors shall constitute a quorum at any meeting of the Board for the transaction of business.

5.1.5. Voting

Except when otherwise required by law or these By-Laws, a majority vote of the Directors present at a meeting at which a quorum is present shall constitute an action of the Board.

5.1.6 The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

5.1.7. Action By Directors Without A Meeting

Unless the Articles of Incorporation or the bylaws provide otherwise, actions may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken and signed by each director.

Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

5.2. Miscellaneous

5.2.1. Fiscal Year

The fiscal year for the Zete Kids U.S.A. Foundation shall coincide with the fiscal year of the Zeta Psi Educational Foundation.

5.2.2. Bylaw Amendments

Amendments to these bylaws can be made by a two thirds majority of the Board of Directors or by a simple majority of the Directors provided that the Vice President of the Zeta Psi Educational Foundation votes for the amendment.