SECTION 1.01 – NAME

The name of the Corporation is THE MERCHANT HOUSING, INCORPORATION.

SECTION 1.02 – RESIDENT OFFICE and RESIDENT AGENT

The address of the resident office of the Corporation is PHI DELTA THETA – KANSAS EPSILON 1326 Highland Street, Emporia, Kansas 66801. The name of the resident agent at this address is the President of the MERCHANT HOUSING, INC.

SECTION 1.03 – FISCAL YEAR

The fiscal year of the Corporation shall begin on the 1st day of January and end on the 30th day of December of each year.

SECTION 2.01

To ensure the continued growth and stability of Phi Delta Theta – Kansas Epsilon through financial planning and guidance to the active chapter of Kansas Epsilon.

SECTION 3.01 MEMBERSHIP

The Corporation will consist of ten (10) members. Seven (7) voting Corporation member positions shall be chosen from among individuals who are alumni of the Kansas Epsilon chapter of the Phi Delta Theta  Fraternity, and while a significant portion of the members of the Corporation may be comprised of alumni, stakeholders who are not alumni are also eligible to serve in the capacity of at-large members, provided they possess the necessary skills, experience, and dedication to effectively contribute to the governance and strategic direction of the Corporation. Three (3) ex officio positions will be held by current active members of Kansas Epsilon. Four (4) of the voting members will assume the following executive positions:  President, Vice-President, Treasurer, and Secretary. The remaining three (3) of the voting members will assume Member-At-Large positions.

The President, Treasurer, and House Manager of the active chapter of Kansas Epsilon will assume the other three (3) Member-At-Large positions, and by virtue of their ex officio status, they shall be included in discussions, and additionally, maintain the right to bring up new business items, offer recommended solutions or decisions, but shall not vote.

SECTION 3.02 TERMS

Voting Corporation members will serve four (4) year terms.

The three (3) active members of Kansas Epsilon will serve terms determined by their length of term as an active chapter officer, not to exceed four (4) years.

SECTION 3.03 ELECTION OF CORPORATE MEMBERS

The three (3) active chapter members are automatic ex officio members (upon approval by the voting Corporation members) of the Corporation qualified by their active chapter position stated in Article III Section 3.01.

Voting Corporation members are elected every four (4) years, on the even year, at the summer meeting (1st meeting). Open nominations from the floor will come from the alumni of Kansas Epsilon present, as well as current voting Corporation members, and will be voted upon by the alumni and current voting  Corporation members present at the said meeting. Corporate positions shall be awarded by a majority vote of the alumni and current voting Corporation members present. In case of a tie vote for a Corporation position, subsequent votes shall follow using the same voting procedure as above.

SECTION 3.04 EX OFFICIO MEMBERS

1. Unless otherwise appointed by the President, the Vice-President shall be an ex officio member of all committees.
2. The three (3) members of the active chapter will serve as ex officio members as stated in Article III Section 3.01.

SECTION 3.05 COMMITTEES

1. Long Range Planning / chairman is the Vice-President.
2. Physical Plant / chairman is the Physical Plant Manager appointed by the President from voting Member-At-Large members. 

The President shall appoint the members of committees and designate the chair.

SECTION 4.01 EXECUTIVE COMMITTEE

The corporate Executive Committee will consist of the officers of the Corporation, which include President, Vice-President, Secretary and Treasurer. No one member shall hold more than one executive position during the same term.

SECTION 4.02 ELIGIBILITY

Kansas Epsilon ALUMNI members of the said Corporation are eligible to hold an officer position, however, non-phi stakeholders who are not alumni can only hold Member-at-Large positions.

SECTION 4.03 TERMS OF OFFICE

Offices are open for election every two years (on the even years).

SECTION 4.04 ELECTION OF OFFICERS

Officers will be elected in conjunction with Article IV, Section 4.03. The Corporation members will vote on nominations made from the Corporation membership. A majority vote is needed for the elected positions. A quorum is required during voting procedures. (Four (4) of the Seven (7) voting Corporation members constitutes a quorum). To clarify, the ex officio active chapter members shall not be counted for quorum purposes but their attendance is required for meeting purposes to represent the active chapter’s interests. 

SECTION 4.05 REMOVAL and RESIGNATIONS

Any member may be removed by the Corporation, if the removal of the member is judged to be in the best interest of the Corporation. A 2/3 vote is necessary to remove an officer or Member-At-Large.

Resignation of an officer/Member-At-Large must be submitted in writing to the President one month prior to the date of resignation. Any vacancy of office shall be filled by a special election or by Presidential appointment. Any appointment by the President shall be ratified by the board at the next meeting. 

SECTION 4.06 DUTIES OF OFFICERS/MEMBERS-AT-LARGE

All Corporation members shall be required to attend all meetings unless absence is approved by the Executive Committee. Over two unexcused absences will mandate removal. The officers will act as advisors for the corresponding active chapter officer of Kansas Epsilon (eg. President advisor to the Kansas Epsilon President and so on). The members shall perform the duties prescribed by the Robert’s Rules of Order and more specifically shall include:

The PRESIDENT shall:

1. Preside at all Corporation and executive meetings.
2. Appoint special committees with the approval of the Executive Committee.
3. Approve all expenditures as submitted by the Treasurer.
4. Represent the Corporation and Kansas Epsilon in public relation matters with General Headquarters, alumni, and to perform all other duties pertaining to these matters.
5. Enforce the Bylaws of this Corporation herein.

The VICE-PRESIDENT shall:

1. Assume the duties of the President in his absence or disability.
2. Assume the duties of the President in the event of a vacancy in that office.
3. Serve as an ex officio member of all committees.
4. Perform all other duties assigned by the President.

The TREASURER shall:

1. Act as custodian of the Corporation’s funds, making deposits of funds in approved accounts, under the Corporation title.
2. Make monetary disbursements in accordance with ARTICLE VI, 6.02.
3. At each meeting, make available for each member a written statement of the financial condition of the Corporation.
4. Be BONDED with the proper authorities to cover the Corporation assets/funds.
5. Keep accurate records of all transactions made by the Corporation.
6. Chair the Budget Committee and submit the budget (for approval at the homecoming meeting) by the summer meeting for the following fiscal year.
7. Provide a collection system for income and a payment system for expenses by the Kansas Epsilon Chapter.
8. Make all transactions by check keeping appropriate records.
9. Require all members to submit at the meetings a report and receipts of all expenses incurred on behalf of the Corporation for reimbursement purposes.
10. Submit at the appropriate time, annual reports of the Corporation to the Secretary of State Corporation Office, Kansas State Capitol, Topeka Kansas.

The SECRETARY shall:

1. Keep true and complete records of the meeting proceedings of the Corporation.
2. Be custodian of the records and of the Corporation seal.
3. Affix the seal to all documents.
4. Attend to the giving of all notices.
5. Distribute minutes of meetings to all members of the Corporation and to the Corporation permanent file.
6. Keep on file as permanent record all reports, papers, and documents submitted.
7. Keep an up-to-date register of all members.
8. Keep on file the Bylaws herein and have a copy available at all meetings.
9. Keep a register of all constituents of the Corporation for correspondence purposes.
10. Perform all other duties assigned by the President.

The MEMBERS-AT-LARGE shall:

1. Attend all meetings.
2. Be chairman and/or member of committees appointed by the President.
3. Perform all other duties assigned by the President.

SECTION 5.01 CORPORATION MEETINGS

Meetings shall be held a minimum of three (3) times a year; the first being held in mid-summer, the second during Homecoming weekend, and the third during the White Carnation Ball weekend. The second meeting will be called “Alumni Involvement Meeting”. Meeting times and places will be decided by the Executive Committee.

SECTION 5.02 EMERGENCY MEETINGS

Emergency meetings shall be called by the President with ample scheduling time given.

SECTION 5.03 ADDITIONAL MEETINGS

Other meetings may be called by the President in addition to the regular Corporation meetings with no less than 2 weeks’ notice unless expediency dictates a necessary meeting be called. In which case members shall be granted as much advance notice as is feasibly possible to transact business.

SECTION 5.04 EXECUTIVE MEETINGS

Executive meetings may be called by the President with ample scheduling time given.

SECTION 5.05 COMMITTEE MEETINGS

Committee meetings are set by the committee chairman with agreement of the committee members.

SECTION 5.06 QUORUM

A quorum at meetings shall consist of the President or Vice-President and one other officer, with a total of four (4) of the voting members as stated in Article III Section 3.01 to conduct business.

SECTION 5.07 ROBERT’S RULES OF ORDER

Robert’s Rules shall be used to conduct business.

SECTION 6.01 DISCLAIMER

No action of the Corporation shall supersede the Bond of Phi Delta Theta, the Constitution, or the general statutes of the InterFraternity Council.

SECTION 6.02 RESPONSIBILITIES

The Corporation’s principal responsibilities include:

1. Retiring all incurred debts
2. Providing adequate insurance coverage for the physical plant, Kansas Epsilon members and its functions
3. Paying taxes assessed to the Corporation and the Chapter
4. Funding designated projects for the physical plant related to safety and welfare of the membership
5. Fund all structural improvements for added value and usage
6. Fund major projects for the upkeep/improvement of the physical plant.

SECTION 6.03 PURCHASING PROCEDURES

In accordance with ARTICLE VI, SECTION 6.01, the following purchasing procedures will be utilized: Any item or project under 100 dollars may be approved and purchased by the Physical Plant Manager or member designated by the President when Corporation funds permit.  Items or projects greater than or equal to 100 dollars but less than 250 dollars must receive approval by the Executive Committee (3/4 vote for approval). Items or projects 250 dollars or greater must receive approval by the Corporation (2/3 vote needed for approval). Items or projects 250 dollars or greater must have three bids (or approved by a 3/4 vote) before the item or project is considered for approval. The most favorable bid will be accepted. The Physical Plant Manager will collect all bids and bills for payment, and submit them to the President for authorization. The President will forward the bids and bills to the Treasurer for payment. Exceptions to the requirement of three bids may exist and not be limited to the following instances: quick action needed to be taken to rectify an issue of safety or quality of living to the occupants of the house (see Article VI Section 6.05); use of a contractor/service agency already having a history of trusted service to the Corporation, and situations where there may simply not be three entities from which to solicit bids. 

SECTION 6.04 VOTING

Voting may be completed by telephone, letter, email, or meetings. The President will coordinate voting and verify approval per voting procedures. In the event of an email vote, all voting members must include an electronic signature with their submission.

SECTION 6.05 EMERGENCY PURCHASING

In case of disaster (natural or manmade) the Treasurer, Physical Plant Manager and/or the President have sole responsibility to monitor and disburse funds as deemed appropriate.

SECTION 6.06 INSURANCE POLICY AND PROCEDURES

1. All claims shall be initiated by the Physical Plant Manager. All suspected claims should be brought to his attention.
2. Corporation President shall be notified of ALL insurance matters and/or business.
3. The Chapter Advisor shall be notified in regards to all insurance matters involving physical harm to persons covered by the insurance policy.
4. The insurance policy shall provide adequate coverage in agreement with ARTICLE VI, SECTION 6.02, 2.

SECTION 7.01 CORPORATION BUDGET

CORPORATION BUDGET shall be submitted by the Budget Committee for approval at the homecoming meeting for the following fiscal year. The budget is approved by 2/3 vote.

SECTION 7.02 FORM 122

FORM 122 (Phi Delta Theta Headquarters) shall be sent to the Corporation Treasurer from the Chapter Treasurer monthly, showing the active chapter’s financial status.

SECTION 7.03 CHAPTER BUDGET

CHAPTER BUDGET will be complete by April 1st after Corporation/Chapter negotiations for rent level for the following school term/fiscal year. The Corporation must have a 2/3 vote to approve the chapter’s budget. The Corporation Budget Committee will be in charge of Chapter/Corporation negotiations for rent payment.

SECTION 7.04 CASH RESERVE

CASH RESERVE will be determined by annual evaluation of future needs of the Corporation/Chapter.

SECTION 8.01

These Bylaws herein may be amended by a 2/3 vote of the MERCHANT HOUSING, INCORPORATION members.

Notes:

• BYLAWS APPROVED MARCH 24, 1985
• Amendment to ARTICLE VI 6.06, approved 11/27/85
• Amendment to ARTICLE III 3.01, approved 10/23/88 Replaced Alumni Secretary of Chapter with House Manager
• Amendment to ARTICLE I 1.03, approved 10/23/88 Changed Fiscal year to July 1 through June 30.
• Amendment to ARTICLE VII 7.01 approved 03/25/90 Changed approval of Housing Corp Budget during Spring meeting instead of Summer.
• Amendment to ARTICLE I 1.02 approved 07/31/11 Updated Housing Corp address.
• Amendment to ARTICLE VI 6.04 approved 10/16/11 Changed voting procedures to allow use of email.
• Amendment to ARTICLE III 3.01 approved 10/20/18 Decreased number of voting positions to the 7 alumni of the housing corporation with the three active chapter members serving as ex officio members with no vote. Also clarified participation by the three active chapter members. 
• Amendment to ARTICLE III 3.03 approved 10/20/18 Reasserted that the three active chapter members are serving in ex officio status. 
• Amendment to ARTICLE III 3.04 approved 10/20/18 Reasserted that the three active chapter members are serving in ex officio status. 
• Amendment to ARTICLE IV 4.04 approved 10/20/18 Clarified that quorum is now at 4 of the seven positions held by alumni members of the housing corporation. 
• Amendment to ARTICLE V 5.03 approved 10/20/18 Allows expediency to dictate a meeting to be called that does not allow for a two-week notification to members.  
• Amendment to ARTICLE V 5.06 approved 10/20/18 Quorum language consistent with previous amendment to four of the voting members. 
• Amendment to ARTICLE VI 6.03 approved 10/20/18 Updated purchasing limits to reflect availability of funds, cleaned up previous limits with respect to perceived unintentional overlap. Listed some exceptions to the three bid requirement. 
• Amendment to ARTICLE I 1.03 approved 8/06/25 Changed fiscal year of Merchant Housing, Inc. from July 1 to June 30 to Jan 1 to Dec 30.
• Amendment to ARTICLE III 3.01, 3.02, 3.03, and 3.05 along with ARTICLE IV 4.02, 4.03, and 4.05 approved 11/02/25 Adopted language to define non-KS Epsilon alumni stakeholder and create the conditions that would allow such a person to be elected to the board in a member-at-large position. And in 4.05, required any appointment by the President to be ratified by the board at the next board meeting. 
• Amendment to ARTICLE IV 4.06 C, f. approved 11/02/25 Changed submission of budget to summer meeting and adoption of budget to homecoming meeting. 
• Amendment to ARTICLE VII 7.01 approved 11/02/25 Changed approval of budget to homecoming meeting to align with ARTICLE IV 4.06 C, f.3