ARTICLE 1

Name

Section 1.01. Name. The name of the corporation is FRATERNITY EXECUTIVES ASSOCIATION, INC. (the "Corporation").

ARTICLE 2

Purpose

Section 2.01. Purpose. The Corporation is organized and shall at all times be operated according to the purposes articulated within the Corporation's Articles of Incorporation.

Section 2.02. Type of Corporation. The Corporation is a mutual benefit corporation within the meaning of that term under § 23-17-2-19 of the Indiana Nonprofit Corporation Act of 1991 (the "Act").

ARTICLE 3

Members

Section 3.01. Membership and Criteria. The Corporation shall have members (the "Members"). Criteria for membership is as stated within the Corporation's Articles of Incorporation.

Section 3.02. Meetings. There shall be an annual meeting of the Members to be held each year after the end of the Corporation's fiscal year at such date, place and time as may be specified by the Board of Directors of the Corporation. At the annual meeting of the Members, the voting Members shall take all necessary actions to elect officers and Directors of the Corporation and shall conduct such other business as may be appropriate.

Section 3.03. Special Meetings. Special meetings of the Members may be called at any time by the President of the Corporation or by a majority of the Board of Directors. A special meeting shall be held at a time and place specified by the caller or callers of the special meeting.

Section 3.04. Notice of Meetings. A written notice, stating the place, day, and hour of any meeting of the Members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary of the Corporation or by the caller or callers of the meeting to the Members entitled to attend such meeting at least ten (10) days before the date of the meeting. Notice of any meeting may be waived by a written waiver filed with the Secretary or by attendance at the meeting in person.

Section 3.05. Voting Rights of the Members. Each voting Member, or the designated representative of such a Member, shall be entitled to one vote on each issue coming before the Members for a vote. Designated representative status shall be limited to paid employees of the voting Member's fraternity and shall be approved by the President to cast votes on behalf of that voting Member only after written notice has been provided to the President by the voting Member authorizing such a designated representative. A voting Member, or his or her designated representative, is entitled to only one vote, even if that voting Member represents more than one fraternity. At meetings of the Members, there shall be allowed no voting by proxy, telephone, or similar means.

Section 3.06. Quorum. A quorum for all meetings of the Members of the Corporation shall require the presence of at least twenty (20) voting Members in good standing, or their designated representatives.

Section 3.07. Honorary Members. Subject to the approval of the Corporation's Board of Directors, a voting Member of the Corporation who has held such status for a period of at least ten (10) years or who has served as President of the Corporation may become an Honorary Member of the Corporation upon retiring from or otherwise leaving the employ of his or her fraternity. Honorary Members shall have and be subject to the same and equal qualifications, rights, privileges, duties, limitations, and restrictions as apply to voting Members, except that Honorary Members shall not have the right to vote upon matters coming before the Members for a vote.

Section 3.08. Membership Dues. The membership dues of the Corporation shall be as determined by the Board of Directors from time to time.

Section 3.09. Suspension or Revocation of Membership. A Member's membership rights, privileges and duties shall only be subject to suspension, revocation, or other restriction pursuant to a charge of violation of the Corporation's Code of Ethics by a voting Member and adjudication by the Ethics Committee pursuant to the hearings procedures set forth in advance by majority vote of the voting Members, and subject to appeal to the Board of Directors, which body shall make final judgment on a charge of violation of the Code of Ethics.

Section 3.10. Attendance at Meetings. Attendance at meetings of the Corporation shall be open to all Members or their designated representatives. Executive sessions of any Meetings of the Members may be held, wherein only voting Members may be present. In all other cases, Honorary Members may attend all meetings of the Members, and the Corporation's President may invite guests to attend meetings of the Members or of the Board of Directors as he or she deems appropriate.

Section 3.11. Sections. The Members of the Corporation shall be assigned to various sections for the purpose of conducting substantive educational programs. Paid employees of the member's fraternal organization or its educational foundation are also eligible for section membership. Dues, the number and governance of sections shall be determined by resolution of the Board of Directors.

ARTICLE 4

Board of Directors

Section 4.01. Management of the Corporation. The business, property, and affairs of the Corporation shall be managed by its Board of Directors.

Section 4.02. Number of Directors. There shall be eight (8) Directors of the Corporation. The number of Directors of the Corporation may be increased or decreased from time to time by a resolution adopted by a majority of the voting Members; provided, however, that the number of Directors shall never be less than five (5) nor greater than thirteen (13).

Section 4.03. Election of Directors. At the annual meeting of the Members, the voting Members shall elect, by majority vote, Directors to serve terms of one (1) year in duration, from among candidates nominated to serve as Directors by the Nominating Committee. Notwithstanding the foregoing, the Board of Directors shall always be composed of at least the Corporation's President, President-Elect, Secretary, Treasurer, and Immediate Past President, who shall serve as Directors by virtue of the office held or previously held. A Director may serve any number of consecutive terms.

Section 4.04. Quorum. A majority of the Board of Directors shall be necessary in order to constitute a quorum for the transaction of any business coming before the Board. Except as otherwise provided by law, the Corporation's Articles of Incorporation, or this Code of Bylaws, the act of a majority of the Directors present at a meeting at which a quorum exists shall be the act of the Board of Directors.

Section 4.05. Annual Meeting of the Board of Directors. The Board of Directors shall meet immediately following the annual meeting of the Members, or at such other time as is otherwise practicable, for the purpose of transacting such business as may properly come before the Board.

Section 4.06. Special Meetings and Notice Thereof. Special meetings of the Board of Directors may be called by the President of the Corporation or by a majority of the Board of Directors upon not less than fourteen (14) days' written notice. A special meeting may be held at such place as is specified in the call of the special meeting. The purpose of any such meeting need not be specified. Notice of the time, place, and call of any meeting of the Board may be waived in writing if the waiver sets out in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. Attendance at any meeting of the Board shall constitute a waiver of notice of such meeting and of the time, place, and call thereof.

Section 4.07. Removal. Any Director may be removed as a Director, with or without cause, by a resolution adopted by a majority of the voting Members.

Section 4.08. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors or the President or Secretary of the Corporation. A notice of resignation is effective upon delivery unless the notice specifies a later effective date. The acceptance of a resignation shall not be necessary to make it effective.

Section 4.09. Vacancies. Except as otherwise provided for in this Code of Bylaws, when a vacancy occurs on the Board of Directors for any reason, the Directors then serving at the time the vacancy arises may elect, by majority vote, a Director to fill such vacancy until the next meeting of the Members.

Section 4.10. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action of the Board of Directors is taken by all of the Directors eligible to vote. The action must be evidenced by a document, which may be composed of more than one counterpart and may be transmitted by electronic means, describing the action taken, signed by all such Directors and shall be included among the corporate records of the Corporation.

ARTICLE 5

Committees

Section 5.01. Ethics Committee. The Board of Directors shall establish an Ethics Committee, which shall be composed of five (5) voting members of the Corporation as appointed by the Board of Directors. Vacancies on the Ethics Committee shall be filled by a majority vote of the Board of Directors. The President of the Corporation shall select, from among the committee's members, a Chairman to preside over meetings of the committee. The Ethics Committee shall prepare, and from time to time update the Corporation's Code of Ethics, for consideration by the Board of Directors and Members. The Code of Ethics shall be effective only upon the approval of the Board of Directors and adoption by majority vote of the voting Members. The Ethics Committee shall prepare, and from time to time amend, a fair and reasonable administrative procedure, subject to approval and adoption by majority vote of the voting Members, for reviewing in good faith alleged violations of the Code of Ethics and for meting out sanctions appropriate for any such violations, including but not limited to, suspension, revocation, or other restriction of a Member's membership status. Once approved and adopted by the voting Members, the Code of Ethics and administrative procedures referenced herein shall remain in effect until revised, amended or repealed by a majority vote of the voting Members. The Ethics Committee shall adjudicate all charges of violations of the Corporation's Code of Ethics and shall conduct itself in accordance with the administrative procedures in effect at the time of the alleged violation.

Section 5.02. Nominating Committee. The President shall appoint a Nominating Committee consisting of not more than five (5), nor fewer than three (3) past Presidents of the Corporation, who are currently serving as voting Members of the Corporation. The immediate past president of the Corporation shall be one of the appointees and shall serve as Chairman to preside over meetings of the committee. The Nominating Committee shall be responsible for (i) developing criteria for the selection of voting Members to be nominated as Directors and officers of the Corporation; (ii) identifying such voting Members for nomination; and, (iii) nominating a slate of potential Directors and officers to be elected by the voting Members at the annual meeting of the Members.

ARTICLE 6

Officers

Section 6.01. Officers and Agents. The officers of the Corporation shall consist of a President, a President-Elect, a Secretary, a Treasurer, and such other officers as the voting Members of the Corporation may from time to time elect. No person may hold more than one office at any given time. The Board of Directors may create, designate, and define the duties and fix the compensation of such officers and agents as, in its discretion, is deemed necessary, convenient, or expedient for carrying out the purposes for which the Corporation is formed; provided, however, that officers and agents shall be compensated, if at all, only for actual services provided on behalf of the Corporation.

Section 6.02. Election & Term. At each annual meeting of the Members, the voting Members shall elect, by majority vote, the officers of the Corporation. Candidates to serve as officers of the Corporation shall be voting Members in good standing of the Corporation, as nominated by at least two (2) voting Members or by the Corporation's Nominating Committee. Officers shall serve one (1) year terms or until a replacement is duly elected and qualified. To assure an orderly transition in the business of the Corporation, the Secretary and Treasurer shall assume their offices on October 1st of the year elected. From the time of election to October 1st of that year, such individuals shall serve as Directors of the Corporation. The outgoing Secretary and Treasurer of the Corporation shall serve until September 30th of that year.

Section 6.03. Vacancies. Vacancies occurring for any reason in an office of the Corporation shall be filled in the following manner: (i) in the office of President, by elevating the President-Elect to serve as President; (ii) in the office of President-Elect, by elevating the Secretary to serve as President-Elect; (iii) in the office of Secretary, by elevating the Treasurer to serve as Secretary; and, (iv) in the office of Treasurer, by the Directors' electing an incumbent Director to serve as Treasurer.

Section 6.04. President. The President shall be the chief executive officer of the Corporation and shall be responsible for the day-to-day operations and performance of the Corporation's routine activities. The President shall perform such other duties as this Code of Bylaws, the Members, or the Board of Directors may prescribe.

Section 6.05. President-Elect. The President-Elect of the Corporation shall perform such duties as the President, the Members, this Code of Bylaws, or the Board of Directors may prescribe. The President-Elect assumes the office of President upon a vacancy in the office of President.

Section 6.06. Secretary. The Secretary shall attend all meetings of the Members and the Board of Directors and shall keep a true and complete record of the proceedings of such meetings. The Secretary shall give and serve all notices, keep a roll of the Members, file and preserve all important documents, and shall perform such other duties as the Members, President, this Code of Bylaws, or the Board of Directors may prescribe.

Section 6.07. Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately the financial condition of the Corporation. The Treasurer shall be the legal custodian of all moneys, notes, securities, and other valuables which from time to time may come into the Corporation's possession. The Treasurer shall promptly deposit all funds of the Corporation in the Corporation's accounts in reliable banks, or other depositories designated by this Board of Directors. The Treasurer shall furnish at meetings of the Board, or whenever requested by the President, a statement of the financial condition of the Corporation and shall perform such other duties as the Members, this Code of Bylaws, the Board of Directors, or the President from time to time may prescribe.

Section 6.08. Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors or the President or Secretary of the Corporation. A notice of resignation is effective upon delivery unless the notice specifies a later effective date. The acceptance of a resignation shall not be necessary to make it effective.

Section 6.09. Removal. Any officer may be removed from office, with or without cause, by a resolution adopted by a majority of the voting Members.

ARTICLE 7

Reserved

ARTICLE 8

Financial Affairs & Other Obligations

Section 8.01. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or render it liable pecuniarily for any purpose or to any amount. Notwithstanding the foregoing, the President or President-Elect shall have the authority to sign any document or execute any instrument or agreement which has been approved or authorized by the Board of Directors.

Section 8.02. Checks, etc. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money and other evidences of indebtedness shall be signed, unless otherwise directed by the Board of Directors or required by law, by either of the President or the Treasurer. The Board of Directors may, however, designate one or more additional employees or officers of the Corporation who may, in the name of the Corporation, execute drafts, checks, and orders for the payment of money in its behalf.

Section 8.03. Investments. The Corporation shall have the right to retain or dispose of all or any part of any securities or property acquired by it, and to invest and reinvest or expend any funds held by it, according to the judgment and approval of the Board of Directors, including the authorization of the engagement of one or more investment managers; if investment managers are engaged, such arrangement shall be evidenced by an investment advisory agreement with each investment manager. Investment managers, if any, will operate within the guidelines of the Corporation's then-existing Investment Policy.

Section 8.04. Official Publication. On a regular basis, the Corporation shall circulate a news bulletin on issues of interest to the Members under the title of News & Notes, or such other title as decided by the Board of Directors. The editor of such official publication shall be appointed by the President, with the approval of the Board of Directors.

ARTICLE 9

Corporate Indemnification

Section 9.01. Corporate Indemnification. To the extent not inconsistent with the laws of the State of Indiana, every person (and the heirs, estate, executors, administrators, and personal representations of each person) who is or was a Director or officer of the Corporation shall be indemnified by the Corporation as provided in the Act and the Articles of Incorporation, as amended from time to time.

ARTICLE 10

Prohibited Activities

Section 10.1. Prohibited Activities. Notwithstanding any other provisions of this Code of Bylaws, no Member, Honorary Member, Director, officer, employee, or agent of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or any successor provision or provisions thereto.

ARTICLE 11

Fiscal Year

Section 11.01. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of the following December.

ARTICLE 12

Amendments

Section 12.01. Amendments. To the extent not inconsistent with the Act, the power to make, alter, amend, or repeal the Code of Bylaws is vested in the Members, which power shall be exercised by the affirmative vote of a two thirds majority of the voting Members present at any meeting of the Members; provided, however, that notice of the proposal to amend the Code of Bylaws shall be included in the notice of such meeting. If notice of a proposed amendment of the Code of Bylaws is included in the notice of any meeting of the Members, then it shall be in order to consider and adopt at that meeting any amendment of the Code of Bylaws dealing with the subject matter with which the proposed amendment is concerned. If notice of the proposed amendment is not included in the notice of the meeting, then the proposal to adopt the amendment shall be deferred and acted upon at the next meeting of the Members. No notice is required to act on any proposed amendment of the Code of Bylaws at the annual meeting of the Members.

Amendments to the Bylaws
Approved at the 2007 Annual Meeting of Members