Article I

Identification

Section 1. Name
The name of the corporation shall be Lambda House, Inc. (hereafter referred to as the "Corporation").

Section 2. Seal
The corporation shall have a corporate seal which shall be as follows: A circular disc, on the outer margin of which shall appear the corporate name and State of Incorporation, with the words "Corporate Seal" through the center, so mounted that it may be used to impress these words in raised letter upon paper. The seal shall be in charge of the Secretary.

Section 3. Fiscal Year
The fiscal year of the corporation shall begin on the first day of May and end at the close of the last day of April, next succeeding.

Article II

Membership

Section 1. Member
The membership of the Corporation (hereinafter referred to as the "Members") shall be divided into two (2) separate classes:

          A. Participating members, and
          B. Non-participating members.

A participating member shall be defined as an alumnus who has graduated from college and has at least one (1) membership certificate.

A non-participating member shall be defined as an active member who has not graduated from college, but has been regularly initiated, or has been an honorary member of the Indiana Theta Chapter of Sigma Phi Epsilon Fraternity.

Section 2. Voting Rights
All participating members shall be entitled to one (1) vote on all matters brought before meetings, both regular and special, and shall have the privilege of discussing all matters brought before the meeting, and shall have the privilege of holding office in the fraternity corporation, and further, shall be entitled to all the rights, privileges and appurtenances generally extended to members thereto.

The non-participating members shall not have the right to vote on any matter brought at any meeting, either regular or special meetings, but shall have the right to actively participate in all discussions and matters which are brought before any regular or special meeting, and shall have the right to act in an advisory capacity when on a committee or subcommittee, and shall have the right to be heard and to advise and inform the officers and members on any matter brought before the meeting, either regular or special, which may affect the general well-being of the fraternity.

Section 3. Non-participating Officers
A non-participating member may become a participating member and shall have the right to vote at any regular or special meeting after he has been elected to serve on the Board of Directors of the Corporation. Upon the expiration of his term as a director, the non-participating member shall have the right to vote in any meeting, regular or special. If any non-participating member is removed from the Board of Directors, with or without good cause, said non-participating member shall not have the right to vote from the date that his removal from the Board of Directors is effective.

Non-participating members may become participating members in the corporation by a majority vote of the participating members at any regular meeting, or at any special meeting if sufficient notice is given to the participating membership in advance as required by the By-Laws of this Corporation. Said non-participating members may become participating members in the Corporation in such instances where it has been shown or demonstrated that a non-participating member, through meritorious service, advice or acts, has so furthered and advanced the common well-being and fraternal interest of the corporation, and, therefore, is entitled to the privilege of becoming a participating member of the Corporation. The Board of Directors of the Corporation may establish the criteria upon which a participating membership may be conferred upon a non- participating member.

Article III

Meetings

Section 1. Time and Place of Regular Meeting
The annual meeting of the membership of the Corporation shall take place during the week of the Sweetheart Ball to be held in the month of May of each year, and at such time and place (usually at the fraternity house) as shall be designated by the President of the Board of Directors.

Section 2. Special Meetings
Special meetings of the membership of the Corporation may be called by the President, or by any member of the Board of Directors, or by the membership upon written request of not less than twenty-five percent (25%) of the participating members and entitled by the Articles of Incorporation to vote on the business proposed to be transacted thereat; and shall be called by the President or one of the Board of Directors at the request in writing of the majority of the Board of Directors or at the request in writing of participating members representing not less than twenty-five percent (25%) of the membership, and entitled by the Articles of Incorporation to vote on the business for which the meeting is being called.

Section 3. Notice of Meetings
A written or printed notice, stating the place, day and hour of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary-Treasurer or by the person or persons calling the meeting to each member of the Corporation, at such address as appears on the records of the Corporation, at least fifteen (15) days before the date of the meeting. Notice of any such meeting may be waived in writing by any member if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time or place thereof. Attendance at any meeting, in person, or by proxy, shall constitute a waiver of notice of such meeting providing that written waiver is signed if notice has not been given as provided herein. Proxy forms shall be furnished for the members' use in the event of their inability to attend said meeting.

Section 4. Voting at Meetings
Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every participating member of the Corporation shall have the right at all meetings of the membership of the Corporation to one (1) vote for each and every matter that is voted upon by the membership at said meeting.

Each and every participating member must be in good standing and shall have paid any and all dues which shall have been assessed against him before being entitled to exercise any and all voting rights.

Section 5. Directors Meeting
The regular meetings of the Board of Directors shall be held during a recess of each annual meeting of the membership.

Article IV

Board of Directors

Section 1. Board of Directors
The Board of Directors shall consist of five (5) members. Three (3) members of the Board of Directors shall be elected from the alumni of the Corporation and must be in good standing as participating members of the Corporation. The participating membership of the Corporation shall elect two (2) directors who are non-participating active members of the fraternity. It is recommended but it is not mandatory that said non-participating undergraduate active members be current officers of the fraternity.

Such directors shall hold office until the next annual meeting of the membership and until their successors are elected and qualified. A majority of the directors must be citizens of the United States.

The ratio of three (3) alumni members and two (2) active members of the chapter shall be maintained on the Board of Directors at all times.

Section 2. Vacancies
In case of any vacancy in the Board of Directors through death, resignation, removal, or other cause, the remaining directors by the affirmative vote of a majority thereof may elect a successor to fill such vacancy until the next annual meeting and until his successor is elected and qualified. If the vote of the remaining members of the Board shall result in a tie, the vacancy shall be filled my membership vote at the annual meeting or a special meeting.

Section 3. Resignation
A director may resign at any time by filing his written resignation with the Secretary- Treasurer.

Section 4. Removal
Any director may be removed for cause at any time at any regular meeting or at a special meeting of the membership of the Corporation called for such purpose, by the affirmative vote of the majority of the participating membership.

Section 5. Duties
The corporate power of this Corporation shall be vested in the Board of Directors, who shall have the management and control of the business of the Corporation. They shall employ such agents and servants as they deem advisable, and fix the rate of compensation of all agents and employees. Officers shall be reimbursed for expenses incurred and verified for normal corporate duties, providing that said reimbursement shall be approved by a majority of the Board of Directors.

Section 6. Annual Meetings
The Board of Directors shall meet each year during the annual meeting of the membership at the place where the meeting of the membership has been held for the purpose of the organization, election of officers, and consideration of any other business that may be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. If such meeting is not held as above provided, the election of the officers may be held at any subsequent meeting of the Board, specifically called in the manner provided in the By-Laws.

Section 7. Other Meetings
Other meetings of the Board of Directors may be held upon the call of the President, or of two or more members of the Board of Directors, at any place within or without the State of Indiana, upon 48 hours notice, specifying the time, place and general purpose of the meeting, given to each director, either personally, by mailing or by telegram. At any meeting at which all directors are present, notice of the time, place and purpose thereof shall be deemed waived; and similar notice may likewise be waived by absent directors, either by written instrument or by telegram.

Section 8. Quorum
At any meeting of the Board of Directors, the presence of a majority of the members of the Board then qualified and acting shall constitute a quorum for the transaction of any business, except the filling of vacancies in the Board of Directors.

Section 9. Organization
The President and in his absence, the Vice-President, and in their absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order, and shall act as Chairman of such meetings. The Secretary shall act as Secretary of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Director to act as Secretary of the meeting.

Section 10. Order of Business
The order of business at all meetings of the Board of Directors shall be as follows:

1. Roll call
2. Reading of the minutes of the preceding meeting and action thereon
3. Reports of officers
4. Reports of committees
5. Unfinished business
6. Miscellaneous business
7. New business

Section 11. Action by Consent
Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without meeting if prior to such action, a written consent to such action is signed by all members of the Board or such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.

Section 12. Compensation of Directors
The Board of Directors is empowered and authorized to fix and determine the compensation of Directors for attendance at meetings of the Board and additional compensation for such additional services any of such Directors may perform for the compensation.

Section 13. Committees
The Board of Directors may, by resolution, appoint one or more members of the Board as an Executive Committee to manage the business of the Corporation during the interval between the meetings of the Board.

Section 14. Annual Meetings
At each annual membership meeting of the Corporation, the Board of Directors shall submit a report of the business transacted during the previous year, together with a report of the general financial condition of the Corporation and the condition of its properties, etc.

Section 15. Notice
Notice as to the time and place of the annual meeting shall be sent to all members at the last address of record at least fifteen (15) days prior to said meeting. Proxy forms shall be furnished, for the member's use in the event the member is unable to attend the annual meeting. However, in the event that a member should attend the annual meeting in person, his proxy shall be void and the member shall be entitled to vote in person.

Article V

Officers

Section 1. Officers
The officers of the Corporation shall consist of a President, Vice-President, Secretary- Treasurer. The office of Secretary-Treasurer shall be held by one person.

Section 2. Election. Term of Office and Qualifications
The officers shall be chosen annually by the Board of Directors at the annual meeting of that body. Each officer shall hold an office until his successor is chosen and qualified or until his death or until he shall have resigned or shall have been removed in the manner hereinafter provided. The officers of the Corporation, with the exception of the President, may or may not be directors of the Corporation. The President in all instances shall also be a director of the Corporation.

The term of office of such officers shall be for the period of one year, or until their successors shall have been elected by the Board of Directors acting in special session for this purpose. The officers shall at all times and in all decisions act under the jurisdiction and control of the Board of Directors.

The President of the Corporation shall preside at all directors and members meetings, regular or special, discharge all the duties which devolve upon a presiding officer, and perform such other duties as this Code of By-Laws provides, or the Board of Directors may prescribe, and as are in accordance with the Articles of Incorporation, all subject to the provisions of the Indiana General Corporation Act. The President is required to furnish bond in such amount as shall be determined by the Board of Directors.

The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President, and perform such other duties as this Code of By-Laws may require or the Board of Directors may prescribe.

The Secretary-Treasurer, when acting as Secretary, shall have the custody and care of the Corporate seal, records and membership list of the Corporation. He shall attend all meetings of the membership and of the Board of Directors, and shall keep, or cause to be kept in a book provided for the purpose, a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees appointed by the Board of Directors, when required. He shall attest to his and the President's signature and the Corporation seal as necessary on all written contracts, legal documents and other matters of the Corporation, as required. He shall attend to the giving and serving of all notices of the Corporation, shall file and take charge of all papers and documents belonging to the Corporation and shall perform such other duties as this Code of By-Laws may require or the Board of Directors shall prescribe. The Treasurer shall keep correct and complete records of accounts showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all monies, notes, securities, and other valuables which may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors and shall keep such bank account in the name of the Corporation. He shall co- sign all checks with the President for all checks and withdrawals from the funds of the Corporation; shall keep regular books of account, which shall show the financial condition of the Corporation at all times, and shall submit them, together with receipts, records and other papers to the Directors for their examination and approval, and shall perform such other duties as this Code of By-Laws may require or the Board of Directors shall prescribe. The Treasurer is required to furnish bond in such amount as shall be determined by the Board of Directors.

Section 3. Removal
Any officer may be removed either with or without cause at any time by a vote of the majority of the actual number of Directors elected and qualified from time to time at a special meeting called for the purpose.

Section 4. Resignation
Any officer may resign at any time by giving written notice to the Board of Directors or to the President or the Secretary. Such resignation shall take effect at the time specified therein and unless otherwise specified therein, the acceptance of such written resignation shall not be necessary to make it effective.

Section 5. Vacancies
Whenever any vacancy shall occur in any office by death, resignation, increase in the number of offices of the Corporation, or otherwise, the same shall be held by the Board of Directors and the officer so elected shall hold office until his successor is chosen and qualified.

Section 6. Execution of Documents
Unless otherwise provided by the Board of Directors, all contracts, leases, commercial papers and other instruments in writing and legal documents, shall be signed by the President and the Secretary-Treasurer. All bonds, deeds and mortgages shall be signed by the President and attested by the Secretary. All certificates of membership shall be signed by the President or Vice-President and the Secretary-Treasurer.

All checks, drafts, notes and orders for the payment of monies shall be signed by the President and the Secretary-Treasurer.

Section 7. Loans to Officers
No loan of money or property or any advance on account of services to be performed in the future shall be made to any officer or Director of the Corporation.

Section 8. Inspections
All books and records of any nature whatsoever shall be open for inspection to the members of the Corporation upon reasonable cause, sufficient notice and to be inspected at any reasonable time.

Section 9. Bank Account
The funds of the Corporation shall be deposited in such bank or trust company as may be designated by the Board of Directors and shall be withdrawn only upon the check or order of the Treasurer, countersigned by the President.

Article VI

Quorum and Voting

Section 1.
A quorum for the legal transaction of business by the Board of Directors shall be a majority of the members of that body represented in person or by written proxy.

Section 2.
A quorum for the legal transaction of business by the Corporation shall be by majority vote of the participating members present at that meeting, or by written proxy.

Section 3.
Every participating member shall have the right at every meeting to vote on all issues and matters presented for a vote.

Section 4.
No proxy shall be valid after its expiration date.

Article VII

Indemnification of Directors and Officers

Section 1.
The Corporation shall indemnify any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate is or was a Director, officer or employee of the Corporation or of any corporation which he served as such at the request of the Corporation against the reasonable expenses, including attorney fees, actually and reasonably incurred by him in connection with the defense of such action, suit or proceeding or in connection with any appeal therein except in relation to matters as to which it shall be adjudged in such action, suit or proceedings that such officer, Director or employee is liable for negligence or misconduct in the performance of his duties. The Corporation may also reimburse to any such Director, officer or employee the reasonable cost of settlement of any such action, suit or proceeding if it shall have found by a majority of a committee composed of the Directors not involved in the matter in controversy (whether or not a quorum) that it was to the interest of the Corporation that such settlement be made and that such Director, officer or employee was not guilty of negligence or misconduct, and has in fact not violated his legal duty of care to the Corporation as such. Additionally, all such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Director, officer or employee may be entitled to apart from the provisions of this Article.

Article VIII

Dissolution

Section 1.
Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

Section 2.
The Corporation shall be responsible for paying all debts, loans, mortgages, pledges, bonds, debentures, contractual obligations and all other indebtedness of the Corporation, or if the Corporation is under the jurisdiction of any Court of law or equity, the Corporation shall act in any manner so required by a Court of law or other authority which is responsible for the Corporation's activities concerning dissolution or winding up of all corporate affairs. Unless the Corporation is prevented from these acts, then the Corporation shall satisfy all of its existing obligations from Corporation assets prior to making any distribution of assets under Section 501 of the Internal Revenue Code.

Article IX

Amendments

Section 1. Amendments.
By-Laws may be adopted, amended or repealed at any meeting of the Board of Directors by a vote of a majority thereof, subject to ratification by a two-thirds (2/3) majority vote of the members at any regular or special meeting. The By-Laws may be adopted, amended or repealed as proper and necessary so long as they are not in violation of the Articles of Incorporation or until said Articles of Incorporation have been amended as required by state law; and further providing that such proposed adoption, amendment or repeal of By-Laws shall have been submitted in writing to all participating members not less than fifteen (15) days prior to any regular or special meeting of the membership.