Articles of Incorporation
Fraternity Executives Association, Inc
Articles of Incorporation
(Amended and Restated as of 9 July 2008)

ARTICLE 1
Name
Section 1.01. Name. The name of the Corporation is: FRATERNITY EXECUTIVES ASSOCIATION, INC.

ARTICLE 2
Purposes and Powers
Section 2.01. Type of Corporation. This Corporation is a mutual benefit corporation.
Section 2.02. Purpose. The Corporation is organized and shall at all times be operated exclusively to further the common interests of the Members of the Corporation by promoting, supporting, and encouraging the free discussion and exchange of ideas relating to college fraternal organizations and to provide educational and other support services for the professional development of its members as well as to promote the values and success of the fraternal movement.

ARTICLE 3
Registered Office and Registered Agent
Section 3.01. Registered Office.
The street address of the registered office of the Corporation is:
1 North Capitol Avenue
Indianapolis, IN 46204
Section 3.02. Registered Agent.
The name of the registered agent of the Corporation at the registered office is:
C.T. Corporation System

ARTICLE 4
Members
Section 4.01. Members and Membership Criteria. The Corporation shall have members (“Members”). The Members shall be composed of individuals who meet the following three criteria: (a.) Be employees of administrative offices of general college social fraternal organizations or the employees of the North American Interfraternity Conference or the National Panhellenic Conference or the National Pan-Hellenic Council; and (b.) Have paid fees and assessments required by the Corporation; and (c.) Will promote and uphold at all times the Code of Ethics of the Corporation as amended from time to time.
Section 4.02. Voting Rights of Members. Members who are the chief paid staff executive of their respective general college social fraternal organization or the North American Interfraternity Conference or the National Panhellenic Conference or the National Pan-Hellenic Council shall be the voting members of the corporation.
Section 4.03. Classes of Membership. There shall be no other classes of Membership except that the Code of By-Laws may provide for Honorary Members, who may enjoy all the rights, privileges, and obligations of other Members without the right to vote on matters coming before the Members for a vote.
Section 4.04. Suspension or Revocation. Except as may be provided for by the Indiana Nonprofit Corporation Act of 1991, as amended, a Membership may only be suspended, revoked, or otherwise restricted as provided for in the Code of By-Laws.

ARTICLE 5
Management of the Corporation
Section 5.01. Board of Directors. The affairs of the Corporation shall be managed by its Board of Directors.
Section 5.02. Number of Directors. The number of Directors of the Corporation shall be specified from time to time in the Code of By-Laws of the Corporation; provided, however, that the minimum number of Directors shall be five (5) and the maximum number shall be nine (9).Whenever the By-Laws do not prescribe the exact number of Directors, the number of Directors shall be six (6).
Section 5.03 . Election of Directors. Only voting Members of the Corporation shall be eligible to serve as Directors of the Corporation. At each annual meeting of the Members, the voting Members shall elect, by majority vote, Directors to serve terms of one (1) year in duration. Notwithstanding the foregoing, the Board of Directors shall at all times be composed of the Corporation’s President, President-Elect, Secretary-Treasurer, Immediate Past President, and such other Directors as elected by the Members. A Director may serve any number of consecutive terms.
Section 5.04. Code of By-Laws. Only the voting Members shall have the power to make, alter, amend, or repeal the Code of By-Laws of the Corporation.
Section 5.05. Removal. Any Director may be removed, with or without cause, by the vote of a majority of the voting Members of the Corporation, at a meeting attended by the voting Members.
Section 5.06. Interest of Directors in Contracts. No contract or other transaction between the Corporation and one or more of its Directors, or any other corporation, firm, association, or entity in which one or more of the Corporation’s Directors is a director or officer or is financially interested, shall be either void or voidable because of this relationship or interest, or because the Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or their votes are counted for such purposes, if (1) the fact of this relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without the votes or consents of such interested Directors, or (2) the contract or transaction is fair and reasonable to the Corporation. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies such contract or transaction.
Section 5.07. Limitation of Liability. The following provisions apply with respect to liability on the part of a Member, Director, member of any committee established in the Code of By-Laws (a “Standing Committee”), member of any committee appointed by the Board of Directors (an “Appointed Committee”), officer, employee, or agent of the Corporation (collectively, “Corporate Persons” and, individually, “Corporate Person”) for any loss or damage suffered on account of any action taken or omitted to be taken by a Corporate Person:

(a)General Limitation. No Corporate Person shall be liable for any loss or damage if, in taking or omitting to take any action causing such loss or damage, either (1) such Corporate Person acted (A) in good faith,

(B) with the care an ordinary prudent person in a like position would have exercised under similar circumstances, and

(C) in a manner such Corporate Person reasonably believed was in the best interests of the Corporation, or (2) such Corporate Person’s breach of or failure to act in accordance with the standards of conduct set forth in Clause (a)(1) above (the “Standards of Conduct”) did not constitute willful misconduct or recklessness.

(b) Reliance on Corporate Records and Other Information. Any Corporate Person shall be fully protected, and shall be deemed to have complied with the Standards of Conduct, in relying in good faith, with respect to any information contained therein, upon (1) the Corporation’s records, or (2) information, opinions, reports or statements (including financial statements and other financial data) prepared or presented by (A) one or more  Corporate Persons whom such Corporate Person reasonably believes to be reliable and competent in the matters presented, (B) legal counsel, public accountants or other persons as to matters that such Corporate Person reasonably believes are within such person’s professional or expert competence,

(c) a Standing Committee or Appointed Committee of which such Corporate Person is not a member, if such Corporate Person reasonably believes, such Standing Committee or Appointed Committee merits confidence, or (D) the Board of Directors, if such Corporate Person is not a Director and reasonably believes that the Board of Directors merits confidence.

Section 5.08.
Indemnification.
The Corporation shall indemnify a Director or Officer of the Corporation who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the Director or Officer was a party because the Director or Officer is or was a Director or Officer of the Corporation against reasonable expenses incurred by the Director or Officer of the Corporation in connection with the proceeding. The Corporation may indemnify an individual made a party to a proceeding because the individual is or was a Director, Officer, employee or agent of the Corporation against liability if authorized in the specific case after determination, in the manner required by Indiana Code § 23-17-16-12, that indemnification of the Director, Officer, employee or agent, as the case may be, is permissible in the circumstances because the Director, Officer, employee or agent has met the standard of conduct set forth in Indiana Code § 23-17-16-8. The indemnification and advancement of expenses for Directors, Officers, employees and agents of the Corporation shall apply when such persons are serving at the Corporation’s request while a Director, Officer, employee or agent of the Corporation, as the case may be, as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether or not for profit, as well as in their official capacity with the Corporation. The Corporation also may pay for or reimburse the reasonable expenses incurred by a Director, Officer, employee or agent of the Corporation who is a party to a proceeding in advance of final disposition of the proceeding upon compliance with the provisions of Indiana Code § 23-17-16-10. The Corporation also may purchase and maintain insurance on behalf of an individual specified in Indiana Code § 23-17-16-14 against liability asserted against or incurred by such individual in any of the capacities specified in such Section or arising from the individual’s status as a Director, Officer, employee or agent of the Corporation, whether or not the Corporation would have power to indemnify the individual against the same liability under the Act. All references in this paragraph to Chapter 16 of the Act shall be deemed to include any amendment or successor thereto. When a word or phrase used in this paragraph is defined in Chapter 16 of the Act, such word or phrase shall have the same meaning in this Section that it has in Chapter 16 of the Act unless the context otherwise requires. Nothing contained in this paragraph shall limit or preclude the exercise of any right relating to indemnification or advance of expenses to any person who is or was a Director, Officer, employee or agent of the Corporation or the ability of the Corporation otherwise to indemnify or advance expenses to any such person by contract or in any other manner. If any word, clause or sentence of the foregoing provisions regarding indemnification or advancement of expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. All references in this Section to “Director,” “Officer,” “employee” and “agent” shall include the heirs, estate, executors, administrators and personal representatives of such persons.

ARTICLE 6
Dissolution
Section 6.01. Dissolution. If the Corporation is dissolved, all of its property remaining after payment and discharge of its obligations shall be transferred and conveyed to one or more not-for-profits corporations which are organized for purposes substantially similar to those of the Corporation and which are exempt from federal income tax under the appropriate sections of the Internal Revenue Code of 1986 (the “Code”), as amended.

ARTICLE 7
Amendment
Section 7.01. Amendment. Only the voting Members of the Corporation shall have the power to amend these Articles of Incorporation.
Amendments to the Articles of Incorporation approved at the 2007 Annual Meeting of Membersto become effective at the 2011 Annual Meeting of Members:
Section 5.03 . Election of Directors.
Only voting Members of the Corporation shall be eligible to serve as Directors of the Corporation. At each annual meeting of the Members, the voting Members shall elect, by majority vote, Directors to serve terms of one (1) year in duration. Notwithstanding the foregoing, the Board of Directors shall at all times be composed of the Corporation’s President, President-Elect, Secretary-Treasurer, Immediate Past President, and such other Directors as elected by the Members. A Director may serve seven (7) consecutive terms.