CONSTITUTION
EPSILON SIGMA PHI
The National Honorary Extension Fraternity, Inc.
The name of this association shall be Epsilon Sigma Phi--The National Honorary Extension Fraternity, Inc.
We, the undersigned, all citizens of the United States, and a majority of the citizens of the District of Columbia, desiring to associate ourselves as a corporation pursuant to the provisions of Subchapter three (3) of Chapter eighteen (18) of the Code of Law for the District of Columbia, do hereby certify as follows: First, The name or title by which this corporation shall be known in law shall be Epsilon Sigma Phi. Second, The term for which it is organized shall be Perpetual. Third, The particular business and objectives of said corporation shall be the mutual improvement of the members of the above-named National Honorary Extension Fraternity. Fourth, The number of its trustees, directors or managers for the first year of its existence shall be seven. In testimony where, we have this 22nd day of May 1930, hereunto set our hands.
William A. Lloyd (Seal) Gertrude L. Warren (Seal) Walter H. Conway (Seal)
District of Columbia, ss:
I, F.E. Singleton, a Notary Public in and for the District of Columbia, do hereby certify that William A. Lloyd, Gertrude L. Warren, and Walter H. Conway, parties to a certain Certificate of Incorporation bearing date on the 22nd of May, 1930, and hereunto annexed, personally appeared before me in said District the said William A. Lloyd, Gertrude L. Warren, and Walter H. Conway, being personally well known to me as the person who executed the said Certificate of Incorporation, and acknowledged the same to be their act and deed. Given under my hand and seal this 22nd day of May, 1930.
F.E. Singleton My commission expires May 4, 1933
(Notarial Seal)
Articles of Incorporation of 22nd day of May 1930, Amended to read as follows:
The purpose of this association shall be exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). This purpose includes, but is not limited to, recognizing excellence in the Extension community; providing opportunity for networking, fellowship, and collaborative efforts; fostering leadership development through mentoring Extension professionals in the philosophy and professional practice of Extension education; and facilitating professional development.
Epsilon Sigma Phi is an equal opportunity/affirmative action fraternity. Epsilon Sigma Phi is committed to the active involvement of all its members regardless of race, color, sex, age, religion, national origin, disability, or veteran status. Epsilon Sigma Phi values and seeks a diverse membership.
Section 1. MEMBER. An Extension professional (currently employed by or retired from an entity of the Cooperative Extension System) who has exhibited excellence in programming and leadership. Members continue to provide leadership and excellence in Extension programming throughout their career and during retirement.
Section 2. MEMBER-AT-LARGE. An individual meeting the above qualifications, but located where there is no affiliated chapter, may pay annual dues directly to the Executive Director of the Fraternity and become a member-at-large, with all the rights and privileges of an active member.
Section 3. LIFE MEMBERSHIP. Members who are retired from the Cooperative Extension System, may obtain a paid-up life membership by paying an amount equal to five times the annual dues at the time of the purchase of paid-up life membership. These members hold equal rights and privileges to those paying annual dues.
Section 4. TRANSFER OF MEMBERSHIP. A member may transfer membership when the Executive Director receives notice from the secretary of the chapter accepting the transfer.
Section 5. CHAPTER INCORPORATION/AFFILIATION. The basic operating unit shall be a chapter within a state, territory, or similar geographic area. To establish a chapter, a group of Extension professionals may petition the National Council. If approved, a chapter name will be assigned and a charter granted.
Section 6. CHAPTER TERMINATION. A chapter's charter may be terminated by the National Council when the chapter does not support the purpose of Epsilon Sigma Phi, as set forth in Article III.
Section 1. PLACE OF BUSINESS. The principal place of business of Epsilon Sigma Phi shall be the National Headquarters Office.
Section 2. FISCAL YEAR. The fiscal year of Epsilon Sigma Phi shall begin on the first day of January and end on the last day of December.
Section 3. NATIONAL COUNCIL. The voting membership of the National Council shall consist of the National Board and delegates from chapters and the members-at-large. Each chapter shall have one delegate for each 150 dues paying members or fraction thereof. Members-at-large may be represented by voting delegates (one delegate for each 150 dues paying members or fraction thereof) based on the number of members-at-large whose dues are paid to the Executive Director as of September 30 of the current year.
Section 4. NATIONAL COUNCIL MEETING. The annual meeting of the National Council of Epsilon Sigma Phi shall be held at a time and place determined by the National Board.
Section 5. INUREMENT OF INCOME. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
Section 6. LEGISLATIVE OR POLITICAL ACTIVITIES. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.
Section 7. OPERATIONAL LIMITATIONS. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by a corporation, contributions, to which are deductible under Section 170(c)(2) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Epsilon Sigma Phi shall in no way be liable for the acts of individual members of the National Council, nor for officers who may act beyond their authority. Officers individually or collectively shall not be liable for Epsilon Sigma Phi, unless they have acted beyond their authority as officers.
Epsilon Sigma Phi shall be a non-profit corporation under Section 501(c)(3) of the Internal Revenue Code.
If upon dissolution of Epsilon Sigma Phi the assets exceed the outstanding obligations, such balances shall accrue to and be administered through the National 4-H Council, a corporation chartered by the State of Ohio and organized as a tax exempt educational agency. Upon the dissolution of the corporation, if the National 4-H Council is no longer in existence or does not qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) then the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the corporation dispose of all the assets of the corporation exclusive for the purposes of the corporation in such a manner, and to such other organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
The Constitution may be amended by two-thirds (2/3) vote of the ballots cast by the National Council in session or by mail. Notice of proposed amendments shall be sent to chapter presidents at least thirty (30) days before balloting.
I, Wayne Bath, President certify that the written consent of two-thirds of the National Council, being first had and obtained, file the following amendments to the Certificate of Incorporation, heretofore filed on May 22, 1930.
Wayne Bath (Seal)
I, Richard A. Swantz, a Notary Public in and for the County of Whitman, in the State of Washington do hereby certify that Wayne Bath, President of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
(Notarial Seal) Richard A. Swantz
I, Robert C. Clark, Secretary certify that the written consent of two-thirds of the National Council, being first had and obtained, file the following amendments to the Certificate of Incorporation, heretofore filed on May 22, 1930.
Robert C. Clark (Seal)
I, Daniel K. Nichols, a Notary Public in and for the County of Dane, in the State of Wisconsin do hereby certify that Robert C. Clark, Secretary of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
(Notarial Seal) Daniel K. Nichols
I, Richard R. Angus, President certify that the written consent of two-thirds of the National Council, being first had and obtained, file the following amendments to the Certificate of Incorporation, heretofore filed on May 22, 1930.
Richard R. Angus
I, Norman E. Pruitt, a Notary Public in and for the County of Prince George's, in the State of Maryland do hereby certify that Richard R. Angus, President of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
Norman E. Pruitt
I, Gail Shellberg, Secretary, certify that the written consent of two-thirds of the National Council, being first had and obtained, file the following amendments to the Certificate of Incorporation, heretofore filed on May 22, 1930.
Gail Shellberg
I, Barbara Bailey Pullen, a Notary Public in and for the County of Larimer, in the State of Colorado, do hereby certify that Gail Shellberg, Secretary of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
Bobbie Bailey Pullen
I, Bill Braden, President, certify that the written consent of two-thirds of the National Council, being first had and obtained, filed the following amendments to the Certificates of Incorporation, heretofore filed on May 22, 1930.
Bill Braden
I, Barbara Elliott, a Notary Public in and for the County of Brazos in the State of Texas do Hereby certify that Bill Braden, President of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
Barbara Elliott
I, Judith S. Carlson, Executive Secretary/Treasurer, certify that the written consent of two-thirds of the National Council, being first had and obtained, filed the following amendments to the Certificates of Incorporation, heretofore filed on May 22, 1930.
Judith S. Carlson
I, Sandra R. Gregg, a Notary Public in and for the County of Otter Tail in the State of Minnesota do Hereby certify that Judith S. Carlson, Executive Secretary of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
Sandra R. Gregg
I, Margaret Viebrock, certify that This Constitution was amended by a two-thirds (2/3) vote of the ballots cast by the National Council in session. Notice of proposed amendments was sent to the chapter presidents at least thirty (30) days before balloting. These are amendments of the Certificates of Incorporation, heretofore filed on May 22, 1930.
Date: February 7, 1997 Signed: (Margaret A. Viebrock) President
I, Nancy Williams , a Notary Public in and for the County of Douglas , in the State of Washington, do Hereby certify that Margaret Viebrock, President of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
Date: February 7, 1997 Signed: (Nancy Williams) Notary Public
(Seal)
I, Judith S. Carlson, certify that This Constitution was amended by a two-thirds (2/3) vote of ballots cast by the National Council in session. Notice of proposed amendments was sent to the chapter presidents at least thirty (30) days before balloting. These are amendments of the Certificates of Incorporation, heretofore filed on May 22, 1930.
Date: February 11, 1997 Signed: (Judith S. Carlson Executive Officer
I, Larry Doss , a Notary Public in and for the County of Otter Tail in the State of Minnesota, do Hereby certify that Judith S. Carlson, Executive Director of Epsilon Sigma Phi, personally appeared before me and acknowledged the above Certificate of Amendment to be their act and deed.
Date: February 11, 1997 Signed: (Larry A. Doss) Notary Public
Seal
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