CONSTITUTION OF DIGAMMA HONOR SOCIETY

PREAMBLE

The DiGamma Society, (successor to the Coffin Club), and DiGamma Alpha have heretofore been established as honor societies at The Canisius of Buffalo, New York (the "College"). In to protect and preserve the ideals and aspirations of those societies and of the College, and to establish a single society to honor all deserving alumni, students, faculty, and administrators of the College, the Alumni of Canisius College reaffirm the mutual purposes of The DiGamma Society and DiGamma Alpha, and hereby order and establish this Constitution for The DiGamma Honor Society, successor to said honor societies.

ARTICLE I PURPOSE

The purpose of the DiGamma Honor Society (the "Society") shall be to honor those who, as alumni, students, faculty or administrators have rendered outstanding service to the College and to promote the interests and welfare of the College.

ARTICLE II MEMBERSHIP

The membership of the Society shall be limited to alumni, students, faculty and administrators of the College who are elected to membership in accordance with the By-. All those persons who, to the ratification of this Constitution, were duly elected to membership in The DiGamma Society or DiGamma Alpha shall be members of the Society.

ACTICLE III ADMINISTRATION

The of the Society shall be conducted by a Board of Directors elected in accordance with the By-Laws.

ARTICLE IV AMENDMENT

This Constitution may be amended by the affirmative vote of two-thirds of the life members of the Society voting either at a general membership meeting, or by means of a mail canvas conducted in accordance with the By-Laws.

ARTICLE V RATIFICATION

This Constitution shall take effect upon the affirmative vote of a majority of the life members of each of The DiGamma Society and DiGamma Alpha voting by mail in accordance with the By-Laws.

1 of 8 BY-LAWS OF THE DIGAMMA HONOR SOCIETY

ARTICLE I DEFINITIONS

SECTION 1.01. "Administrator" shall mean and refer to employees of Canisius College who are not members of the "Faculty" (hereafter defined).

SECTION 1.02. "Alumna", "Alumnus" and "Alumni" shall mean and refer to those persons designated as members by the Canisius College Alumni Association. When used herein "Alumni" shall be deemed to refer to a generic class without regard to gender.

SECTION 1.03. "College" shall mean and refer to The Canisius College of Buffalo, New York.

SECTION l.04. "Faculty" shall mean and refer to those persons designated as such by the Office of the Vice President for Academic Affairs of the College.

SECTION 1.05. "Student" shall mean and refer to those persons designated as such by the Office of the Vice President for Academic Affairs of the College.

ARTICLE II CLASSES OF MEMBERSHIP

SECTION 2.01. Classes of Membership.

There shall be two classes of membership:

a. "Life Member", which shall include those persons elected to membership as Alumni, Faculty or Administrators, and b. "Student Member", which shall include those persons elected to membership as Students, while they shall continue to be Students.

ARTICLE III QUALIFICATIONS FOR MEMBERSHIP

SECTION 3.01. Life Members.

The following classes of persons shall be eligible for life membership in the Society:

a. Members of the Student of the Society upon graduation from the College. b. Alumni who shall have distinguished themselves over an extended period of time working for the advancement of the College. Distinction achieved in

2 of 8 professional or civic activities shall not constitute criteria for election to membership. c. Members of the Administration and Faculty who shall have distinguished themselves over an extended period of time through exemplary service for or on behalf of Students and Alumni and who shall generally have made a material contribution to the welfare and advancement of the College.

SECTION 3.02. Student Members.

Student Members shall be fully matriculating students of Canisius College who shall:

a. Be members of the junior or senior class; b. have completed at least two consecutive semesters as Students; c. have attained a scholastic average of 2.75 or better(on a scale wherein A equals 4.00); d. have demonstrated initiative indicative of ability; and e. have distinguished themselves in co-curricular and extra-curricular activities to the credit and betterment of their class and the College.

ARTICLE IV ELECTION TO MEMBERSHIP

SECTION 4.01. Election of Alumni.

Alumni Members shall be elected in the following manner:

a. Alumni candidates shall be elected by the Board of Directors of the Society (the "Board"). b. Election shall take place at a Board meeting called for such purpose at such time and place as the shall designate. c. Prior to such meeting the Board shall give notice of the proposed elections to such persons and in such manner as the Board shall deem appropriate for the purpose of soliciting nominations to membership. d. A Candidate for election shall be considered upon written nomination by a member of the Society, setting forth in detail such candidate's qualifications for election. e. The affirmative vote of two-thirds of the Members of the Board shall be required for election. f. A maximum of eight Alumni may be elected to membership during any College year. g. Candidates so elected shall become Life Members of the Society upon induction at an appropriate ceremony which shall be held on a date, and at a time and place selected by the Board.

SECTION 4.02. Election of Student Members as Life Members.

Student Members shall become Life Members automatically upon graduation from the College.

3 of 8 SECTION 4.03. Election of Faculty and Administrators as Life Members.

The Board may elect up to two members of the Faculty and Administration as Life Members during any College year. The manner of nomination, election and induction of Faculty and Administration candidates shall be the same as for Alumni candidates.

SECTION 4.04. Election of Students as Student Members.

Student Members shall be elected in the following manner:

a. Student candidates shall be elected by the members of the Student Chapter. b. Election shall take place once during each of the Spring and Fall semesters. c. Election of candidates shall be held at a meeting of the Student Chapter held on such date and at such time and place as the Student Master shall designate. d. The Student Chapter shall from time to time establish the manner in which notice of election and solicitation of nominations shall be given. e. A candidate for election shall be considered upon written nomination by a Student Member, a Life Member, a member of the Faculty or the Administration or the president of a duly established student club. Each nomination must be seconded by a person who is eligible to make a nomination, and shall set forth in detail the candidate's qualifications for election. f. The affirmative vote of two-thirds of the Student Members shall be required for election. g. Election procedures shall be established from time to time by members of the Student Chapter. h. A maximum of fifteen Students may be selected during each semester. i. Candidates elected to membership in the Student Chapter shall be inducted by the Grand Master at an appropriate ceremony which shall be held on a date and at a time and place designated by the Student Chapter, in consultation with the Grand Master.

ARTICLE V BOARD OF DIRECTORS

SECTION 5.01. Board of Directors.

The Board of Directors shall be the principal policymaking body of the Society and shall be charged with the preservation and advancement of the purposes of the Society as articulated in the Constitution.

SECTION 5.02. Membership of the Board of Directors.

The Board shall consist of the Grand Master, the Vice Grand Master, the Administrative Vice President of the Alumni Association and four (4) members of the Alumni Association to be appointed by the President of The Alumni Association.

4 of 8 SECTION 5.03. Appointed Board Members.

The President of the Alumni Association shall select four initial members to the Board, and shall designate two to serve a two-year term and two Alumni to serve a one-year term. Thereafter the President of the Alumni Association shall select two Alumni each year to fill the vacancy created by the terms expiring in such year. Persons so selected may be named to succeed themselves.

SECTION 5.04. Committees.

The Grand Master may designate such committees as shall be deemed appropriate to assist in the execution of the duties of The Board, and if so doing may select any members of the Board of the Society to serve thereon.

ARTICLE VI OFFICERS

SECTION 6.01. Officers.

The officers of the Society shall be:

a. The Grand Master b. The Vice Grand Master

SECTION 6.02. Duties of Officers.

The duties of officers of the Society shall be as follows:

a. The Grand Master shall preside at all regular and special meetings of the Society; appoint all committees; serve ex officio as a member of all committees. b. The Vice Grand Master shall serve in the absence of the Grand Master and shall otherwise perform such duties as are assigned by the Grand Master.

SECTION 6.03. Selection and Tenure of Officers.

The President and President Elect of the Alumni Association shall be the Grand Master and Vice Grand Master of the Society and shall serve during the terms of the office by virtue of which they are officers of the Society.

ARTICLE VII THE STUDENT CHAPTER

SECTION 7.01. Membership of the Student Chapter.

The Student Members of the society shall comprise the Student Chapter.

SECTION 7.02. Rules and Regulations.

5 of 8

The Student Chapter shall establish such rules and regulations for the conduct of its business as it shall, from time to time, determine to be necessary and appropriate, provided, however, that such rules and regulations shall not conflict with the Constitution or these By-Laws.

SECTION 7.03. Officers of the Student Chapter.

The Officers of the Student Chapter shall be:

i. Student Master ii. Student Vice-Master iii. Secretary Treasurer iv. The Administrative Vice President of the Alumni Association, who shall serve ex officio.

SECTION 7.04. Duties of Officers of the Student Chapter.

The duties of Officers of the Student Chapter shall be:

a. The Student Master shall preside at all meetings of the Student Chapter; appoint all members of all Student Chapter Committees; serve ex officio as a member of all committees. b. The Student Vice-Master shall serve in the absence of the Student Master, and shall perform such other duties as are assigned by the Student Master. c. The Secretary-Treasurer shall keep all minutes and records of the Student Chapter. d. The Administrative Vice President of the Alumni Association shall serve ex officio as an officer of the Student Chapter, shall be entitled to notice of and the right to attend all meetings and shall act as an advisor to the Student Chapter.

SECTION 7.05. Tenure of Officers.

Officers of the Student Chapter shall serve for a one-year term and shall be elected to office in such manner as the Student Chapter shall, by a vote of two-thirds of its membership from time to time determine.

ARTICLE VIII MEETINGS

SECTION 8.01. Board of Directors:

The Board of Directors shall hold the following meetings:

a. Regular Meetings - The Board of Directors shall meet at least twice annually. b. Special Meetings - There shall be no limit to the number of Special Meetings which may be called by the Grand Master on such notice as may be appropriate under the circumstances.

6 of 8 c. Quorum. For purposes of all meetings, two-thirds (2/3) of the membership of the Board shall constitute a quorum.

SECTION 8.02. General Membership Meetings.

The Society shall hold the following meetings:

a. Annual Meeting. The Annual Meeting of the Society shall be held in conjunction with the Annual Dinner of the Society, or at such other time the Board of Directors shall determine. b. Special Meetings. There shall be no limit on the number of Special Meetings which shall be called by the Grand Master, by the vote of two-thirds (2/3) of the Board of Directors of DiGamma or upon written request of twenty (20) Life Members. c. Quorum. Thirty Life Members shall constitute a quorum for the conduct of business by the Society at any meeting, provided, however, that in the case of the Annual Meeting any number of Life Members in attendance at the Annual Meeting shall be deemed to constitute a quorum.

SECTION 8.03. Meetings of the Student Chapter.

The Student Chapter shall hold the following meetings:

a. Semi-Annual Meetings. The Student Chapter shall hold two Semi-Annual Meetings each year, one during the fall semester, and one during the spring semester, for the purpose of electing members to the Student Chapter. b. Special Meetings. Special Meetings of the Student Chapter shall be held at the call of the Student Master or upon written request of six (6) Student Members. c. Quorum. Two-thirds (2/3) of the total membership of the Student Chapter shall constitute a quorum for the conduct of business at a Semi-Annual Meeting. One-half plus one (1/2 plus 1) of the membership of the Student Chapter shall constitute a quorum for the conduct of business at Special Meetings. The affirmative vote of two-thirds (2/3) of those present at any meeting shall be required for action by the Student Chapter.

ARTICLE IX KEYS AND CERTIFICATES

SECTION 9.0l. Keys and Certificates.

The Board shall adopt a membership key and certificate to be awarded to all members. The Society may inscribe different forms of key and certificate for each class of members. Keys and certificates shall be presented to members upon their election.

7 of 8 ARTICLE X VOTING BY MAIL

SECTION 10.01. Voting By Mail.

The Board may direct that a vote by Life Members on any matter required in connection with the Constitution or these By-Laws be conducted by mail. The Board shall mail ballots to all Life Members at their last known address as shown on the records of the Alumni Association and shall provide that ballots shall be returnable by a date specified by the Board which shall be not less than thirty days from the date of mailing. The ballot shall be accompanied by such information as the Board deems appropriate. A vote taken by mail shall be deemed valid if at least fifty completed ballots are returned.

ARTICLE XI AMENDMENT

SECTION 11.01. Amendment.

These By-Laws may be amended by the affirmative vote of two-thirds of the members of the Board provided, however, that any provision of these By-Laws dealing with the membership of the Board, the manner of selection of Board members, qualifications for Life Membership shall be amended only by the members of the Board and two-thirds of the Life Members voting in person or by a vote conducted by mail.

(Constitution as of 1983)

8 of 8