THE BUSINESS OF FRATERNITY
The Structure and Governance of the Fraternal Association, Its Fraternal Entities, and Their Legal Relationship with Sigma Alpha Epsilon Fraternity, Inc.
By Raymond N. Seaford, Esq. (University of South Florida ’88), Chairman of the Permanent Committee on the Fraternity Laws and Outside General Counsel on the Fraternity Laws
OPENING NOTE FROM STEVE MITCHELL (Indiana ’83) EMINENT SUPREME RECORDER
As part of our ongoing commitment to good governance and informed decision-making, we commissioned an independent review of the history and evolution of the Fraternity’s Bylaws.
The objective was to better understand how our governing documents have developed over time, the circumstances that shaped significant changes, and the principles that have guided the organization through the years.
We believe that a strong organization is built on both knowledge and transparency. In that spirit, we are pleased to share this report with our members. While the perspectives and conclusions belong to the author, the research provides valuable historical context that can help inform thoughtful discussion about our governance today and in the future.
Our hope is that making this research available to the membership will foster a shared understanding of our history, encourage informed dialogue, and demonstrate our commitment to openness as we continue to strengthen the Fraternity for generations to come.
Steve Mitchell (Indiana ’83)
EMINENT SUPREME RECORDER
INTRODUCTION
The Fraternity has long faced an identity problem, and it is an expensive one.
Many people assume there is a single corporate entity called the “Fraternity” that owns and controls every aspect of Sigma Alpha Epsilon. In this view, the Sigma Alpha Epsilon Fraternity, Inc., an Illinois nonprofit corporation, is responsible for the day-to-day actions of every collegiate chapter and its members.
That assumption is incorrect, but it has significant consequences. Claimants frequently sue Sigma Alpha Epsilon Fraternity, Inc. under the mistaken belief that it is vicariously liable for the conduct of independent collegiate chapters. Defending those claims contributes to liability insurance costs approaching $1 million annually.
In reality, there is no single corporate entity that governs every aspect of Sigma Alpha Epsilon.
Instead, the Fraternity is a Fraternal Association composed of two types of Fraternal Entities: Chapters Collegiate and Alumni Associations. These entities govern themselves through the Fraternity Laws, send delegates to the biennial Convention, elect Fraternity officers—including the Supreme Council and Eminent Supreme Recorder—and collectively determine the Fraternal Association’s governance.
Separate from the Fraternal Association is Sigma Alpha Epsilon Fraternity, Inc., which operates as the Fraternity Service Center. Its role is to support the Fraternal Association and its Fraternal Entities by providing educational and administrative services. It is a distinct legal entity, not a member of the Fraternal Association.
This distinction is often misunderstood.
Lawyers and judges frequently approach Sigma Alpha Epsilon as though it were organized under a traditional corporate model, where a parent corporation’s ownership enables it to exercise a degree of control over its subsidiaries. Because the Fraternity Laws have never included a clear explanation of the Fraternal Association’s structure, courts sometimes default to a corporate model instead of recognizing Sigma Alpha Epsilon’s unique pre-Civil War association form of governance. That misunderstanding can unnecessarily expand the perceived legal responsibilities of Sigma Alpha Epsilon Fraternity, Inc.
To address this issue, the Fraternal Association and Sigma Alpha Epsilon Fraternity, Inc. commissioned a comprehensive legal review of the Fraternity’s structure and governance. The goal is to incorporate clear, declarative language into the Fraternity Laws that accurately describes the legal relationships among the Fraternal Association, its Fraternal Entities, and Sigma Alpha Epsilon Fraternity, Inc.
This article summarizes that review.
For many readers, the conclusions will confirm what they have long understood. Others may gain a new appreciation for how the Fraternity has been structured since its founding. For lawyers and judges, the hope is that this explanation provides a clearer framework for understanding Sigma Alpha Epsilon’s governance so that legal responsibility is assessed under the Fraternity’s actual organizational structure rather than an assumed corporate one.
THE BEGINNING OF THE FRATERNAL ASSOCIATION
On March 9, 1856, Sigma Alpha Epsilon was founded at the University of Alabama. Understanding what was created that day is essential to understanding the Fraternity’s governance today.
The founders did not create a corporation. They formed an association of eight students who chose to establish their own fraternity rather than join an existing one.
From the beginning, however, their ambitions extended well beyond a single campus. They drafted a constitution that included both governing rules and ritual, declared their chapter the “Mother Chapter,” and designated it as the Grand Chapter responsible for administering the new Fraternal Association.
Like many organizations of the era, the Grand Chapter served as the Association’s administrative center. It corresponded with existing and prospective chapters, maintained records, and organized the first national convention while expansion continued.
Governance rested with the Fraternity’s governing documents—first called the Constitution and Bylaws, later the Rules and Regulations, then the National Laws, and today the Fraternity Laws. Although amended most often at Convention, those laws have always provided the framework through which the Fraternal Association governs itself.
The first National Convention convened on August 6, 1858, in Murfreesboro, Tennessee. Four of the Fraternity’s eight active chapters attended. Delegates kept minutes, debated amendments, voted on governance matters, and elected officers. The representative structure established at that Convention continues today.
THE FRATERNITY’S OFFICIAL DECLARATION AS AN ASSOCIATION
Fortunately, Sigma Alpha Epsilon’s archives preserve the 1894 Rules and Regulations for the Government of the Sigma Alpha Epsilon Fraternity, which provide one of the clearest statements of the Fraternity’s organizational structure.
The preamble declares:
“We, the members of this Fraternity, having united to establish a permanent association for the objects hereinafter set forth, do ordain and establish, through our National Convention, the following Rules and Regulations for the government of this association.”
Article I reinforces that declaration:
“This association shall be known as the Sigma Alpha Epsilon Fraternity.”
More than 130 years later, the same principle remains in the 2025 Fraternity Laws.
Section 1. The name of this association is Sigma Alpha Epsilon Fraternity (the Fraternity).
These provisions are significant because they establish that the Fraternity itself is an association, not a single corporate entity. Its members are Fraternal Entities—Chapters Collegiate and Alumni Associations—that govern the Fraternal Association through the Fraternity Laws and the Convention process.
FRATERNAL ENTITY MEMBERSHIP
Membership in the Fraternal Association belongs to Fraternal Entities, not individual members. That is why only Chapters Collegiate and Alumni Associations send delegates to Convention and participate directly in the Fraternal Association’s governance.
Individual membership has always been the responsibility and domain of each Chapter Collegiate or Alumni Association.
An undergraduate becomes a member of the Chapter Collegiate that initiates him. Upon graduation, he automatically enters the Chapter Alumnus and, if eligible, may join an Alumni Association. At no point does he become an individual member of either the Fraternal Association or Sigma Alpha Epsilon Fraternity, Inc., which operates without individual members.
This distinction is reflected in the way members have always identified themselves. Rather than claiming membership in a national corporation, alumni identify their initiating chapter membership—for example:
Noble Leslie DeVotie (University of Alabama, 1856).
That tradition continues today, emphasizing that an individual’s undergraduate membership originates and exclusively resides with his Chapter Collegiate.
THE NATIONAL OFFICE
As the Fraternity expanded, administration became increasingly difficult for undergraduate officers to manage. Eventually, the Grand Chapter model gave way to a professional National Office staffed by alumni and employees.
The 1885 Nashville Convention marked the end of undergraduate administration. Thereafter, professional staff assumed responsibility for the Fraternal Association’s day-to-day administrative support.
Over time, this administrative office has been known as the Grand Chapter, the National Office, and today the Fraternity Service Center.
Although its name has changed, its purpose has remained consistent: to provide educational and administrative services to the Fraternal Association while remaining organizationally separate from the Chapters Collegiate and Alumni Associations it serves.
THE 1906 INCORPORATION OF SIGMA ALPHA EPSILON FRATERNITY, INC.
For nearly 50 years after its founding, the Fraternity’s structure was relatively straightforward. The Fraternal Association governed itself through its Chapters Collegiate, Alumni Associations, Convention, and Fraternity Laws, while the National Office provided administrative support.
That changed in 1906, when Sigma Alpha Epsilon Fraternity, Inc., an Illinois not-for-profit corporation, was created.
Like many national fraternities of the era, Sigma Alpha Epsilon incorporated its administrative office. The incorporation documents, however, do not indicate that the Fraternal Association itself was being incorporated or replaced. Rather, they reflect a practical purpose: establishing a legal entity that could hold property, employ staff, conduct business, and protect the Fraternity’s name.
Over time, however, the similarity in names created confusion.
The Fraternal Association is named Sigma Alpha Epsilon Fraternity.
The Fraternal Association Service Center is named Sigma Alpha Epsilon Fraternity, Inc.
Many people—including lawyers, judges, and litigants—came to assume that the corporation was the Fraternity itself and therefore exercised direct control over every chapter and member.
That assumption is understandable, but it is incorrect.
The corporation became the legal entity through which the National Office conducted business. Today, it operates as the Fraternity Service Center, providing educational and administrative services to the Fraternal Association and its Fraternal Entities.
Its role has never been to replace the Fraternal Association or assume day-to-day governance of Chapters Collegiate and their members.
INCORPORATION DID NOT CHANGE THE FRATERNITY’S GOVERNANCE
The strongest evidence that incorporation did not fundamentally alter the Fraternity’s governance is found in the Fraternity Laws themselves.
Had the Fraternal Association been absorbed into the corporation, its representative system of governance would have disappeared. Convention delegates would no longer legislate for the Fraternal Association, Chapters Collegiate would no longer operate as independent entities, and the Fraternity Laws themselves would largely have been replaced by traditional corporate governance documents.
None of those things occurred.
Instead, the Fraternity Laws consistently preserve the independence of Chapters Collegiate while identifying the administrative support function of Sigma Alpha Epsilon Fraternity, Inc.
For exempt, the 2015 Fraternity Laws state:
“The Chapter Collegiate shall be virtually independent of the Fraternity … have complete control of its own activities … The Fraternity has no power to control the activities or operations of any Chapter Collegiate.”
Although the Fraternity Laws were reorganized in 2017, the substance of this principle remained unchanged.
Current Section 53 provides:
“In all respects, the Chapter Collegiate exists as an independent entity from the Fraternity.”
It further states:
“No Chapter Collegiate has any authority to act for or bind the Fraternity, and none of the Chapters Collegiate is a subsidiary of the Fraternity.”
These provisions confirm that incorporation did not create a parent-subsidiary-agency relationship between Sigma Alpha Epsilon Fraternity, Inc. and Chapters Collegiate.
Instead, the corporation continued to serve as the Fraternity Service Center while Chapters Collegiate retained responsibility for their own governance, membership, finances, housing, and day-to-day operations.
That distinction has remained consistent for more than a century.
WHY CHAPTER INDEPENDENCE MATTERS
Some have questioned whether allowing Chapters Collegiate to incorporate as separate legal entities could encourage them to separate from the Fraternal Association.
Experience suggests otherwise.
A collegiate chapter depends upon the Fraternal Association for its charter, the educational resources of the Fraternity Service Center, and recognition by its host institution. Without those relationships, it cannot function as a Chapter Collegiate within Sigma Alpha Epsilon nor survive outside of these relationships.
For that reason, independent legal status does not weaken the Fraternal Association. Instead, it reflects the long-standing governance structure established by the Fraternity Laws while allowing each Chapter Collegiate to remain responsible for its own operations.
THE BARENBORG DECISION
The Fraternity’s governance structure was tested in Barenborg v. Sigma Alpha Epsilon Fraternity, Inc. (2019), a case that examined whether Sigma Alpha Epsilon Fraternity, Inc. could be held legally responsible for the day-to-day conduct of a collegiate chapter.
The lawsuit arose after a guest was injured at an event hosted by the California Gamma Chapter. Rather than suing only the local chapter, the plaintiff also sought to hold Sigma Alpha Epsilon Fraternity, Inc. vicariously liable, arguing that the national organization controlled the chapter’s activities.
The trial court rejected that argument.
Relying in part on Section 45 of the Fraternity Laws (2013), the court concluded that California Gamma operated as an independent legal entity and that Sigma Alpha Epsilon Fraternity, Inc. did not exercise day-to-day control over the chapter’s operations. Summary judgment was therefore entered in favor of Sigma Alpha Epsilon Fraternity, Inc.
The plaintiff appealed.
On appeal, the California Court of Appeal considered several theories of liability, including whether:
- Sigma Alpha Epsilon Fraternity, Inc. owed a duty of care because of a special relationship with the chapter;
- it owed a duty directly to the injured guest;
- it had voluntarily assumed a duty under the negligent undertaking doctrine; or
- it could be held vicariously liable under an agency theory.
The court rejected each of those arguments and affirmed the trial court’s judgment.
The opinion, however, illustrates why the Fraternity’s organizational structure should be explained more clearly.
Although the court reached the correct result, it described the Fraternity Laws as though they were the corporate bylaws of Sigma Alpha Epsilon Fraternity, Inc. and referred to California Gamma as though it were a chapter of the corporation rather than a Fraternal Entity of the Fraternal Association.
Fortunately, the court also recognized a critical legal fact: California Gamma was an unincorporated association and therefore a legal entity separate from Sigma Alpha Epsilon Fraternity, Inc. Once the court acknowledged that distinction and applied the “no control” language of the Fraternity Laws, it concluded that the corporation lacked the day-to-day control necessary to establish vicarious liability for the conduct of California Gamma’s members.
In that respect, Barenborg reinforces two important principles.
First, Chapters Collegiate must exist as genuine independent legal entities, whether incorporated or recognized as separate unincorporated associations under applicable law.
Second, the Fraternity Laws must clearly state that Sigma Alpha Epsilon Fraternity, Inc. does not control the day-to-day governance or operations of Chapters Collegiate or their members.
Those principles were sufficient for the court to reach the correct outcome in Barenborg. Future courts, however, should not have to infer the Fraternity’s organizational structure from scattered provisions of the Fraternity Laws. A clear statement describing the legal relationship among the Fraternal Association, its Fraternal Entities, and Sigma Alpha Epsilon Fraternity, Inc. will help courts understand that structure from the outset and apply the law accordingly.
WHY THIS MATTERS
Clarifying these relationships does not alter the Fraternity’s governance or the services provided by the Fraternity Service Center.
The Fraternal Association will continue to govern itself through the Fraternity Laws, the Convention, and its elected officers. Chapters Collegiate and Alumni Associations will continue to manage their own affairs. Sigma Alpha Epsilon Fraternity, Inc. will continue to provide educational and administrative support through the Fraternity Service Center.
What changes is not the structure itself, but how that structure is understood by those outside the Fraternity.
By describing these relationships in clear, declarative language, the Fraternity Laws can better inform courts, lawyers, insurers, and others who must evaluate the legal responsibilities of the Fraternal Association and Sigma Alpha Epsilon Fraternity, Inc.
UNDERSTANDING THE FRATERNITY’S GOVERNANCE: KEY TAKEAWAYS
After reviewing the history and legal structure of Sigma Alpha Epsilon, several important principles emerge.
What is the Fraternal Association?
Sigma Alpha Epsilon is a Fraternal Association composed of Fraternal Entities: Chapters Collegiate and Alumni Associations.
These Fraternal Entities govern the Association through the Fraternity Laws and the Convention process. The Fraternity Convention serves as the supreme governing body of the Fraternal Association, with delegates from Chapters Collegiate and Alumni Associations voting on amendments and electing Fraternity officers.
Does Sigma Alpha Epsilon Fraternity, Inc. have chapters or individual members?
No.
Sigma Alpha Epsilon Fraternity, Inc. is a separate Illinois nonprofit corporation that operates the Fraternity Service Center. It does not have Chapters Collegiate, Alumni Associations, or individual members.
Individuals become members of their initiating Chapter Collegiate. After graduation, they may participate in the Fraternal Association through an Alumni Association.
Does Sigma Alpha Epsilon Fraternity, Inc. control Chapters Collegiate?
No.
Each Chapter Collegiate is an independent Fraternal Entity responsible for its own governance, operations, activities, membership decisions, finances, and day-to-day affairs.
Sigma Alpha Epsilon Fraternity, Inc. provides educational and administrative support but does not direct or control the daily operations of Chapters Collegiate.
Does one Fraternal Entity control another?
No.
Chapters Collegiate and Alumni Associations are separate and independent Fraternal Entities. No Chapter Collegiate or Alumni Association exercises day-to-day control over another.
Many Chapters Collegiate and related entities maintain their own legal identities, further reflecting their independent governance status within the Fraternal Association.
What is the role of the Fraternity Service Center?
The Fraternity Service Center is the operating name of Sigma Alpha Epsilon Fraternity, Inc.
Its purpose is to support the Fraternal Association and its Fraternal Entities through educational programming, administrative services, and organizational support.
It did not, and does not, replace the authority of the Fraternal Association or serve as its governing authority.
What did a member join when he was initiated?
A member joins the Chapter Collegiate that initiates him.
That Chapter Collegiate is the foundation of his Fraternity membership experience, with its own history, traditions, and identity. He does not become an individual member of Sigma Alpha Epsilon Fraternity, Inc. or the Fraternal Association.
Upon graduation, he remains an alumnus of his Chapter Collegiate and may continue his fraternal involvement through alumni opportunities.
Who is responsible for Chapter Collegiate operations?
Each Chapter Collegiate is responsible for its own day-to-day decisions and activities, including:
- member management;
- chapter operations;
- events and activities;
- finances;
- housing matters;
- guest relations; and
- risk management decisions.
The authority of Fraternity officers, the Fraternal Association, the Fraternity Service Center, and alumni volunteers to impose sanctions under the Fraternity Laws does not create day-to-day operational control or transfer responsibility for chapter activities.
The purpose of post-conduct accountability is to maintain standards within the Fraternal Association—not to manage the daily operations of independent Fraternal Entities.
Why does this structure matter?
Understanding the distinction between the Fraternal Association and Sigma Alpha Epsilon Fraternity, Inc. ensures that legal responsibility is evaluated accurately.
The Fraternity’s structure is not that of a traditional corporate hierarchy. It is a historic association of independent Fraternal Entities supported by a separate nonprofit corporation that provides educational and administrative services.
Clearly defining these relationships protects the integrity of the Fraternity’s governance model while helping courts, lawyers, insurers, and others understand how Sigma Alpha Epsilon has operated since its founding.
CONCLUSION
For more than 170 years, Sigma Alpha Epsilon has operated under a governance structure rooted in its founding as a Fraternal Association.
From the beginning, the Fraternity was not created as a corporation. It was created as an association of chapters that chose to unite around shared values, traditions, and governing principles. Those principles evolved into the Fraternity Laws and the Convention process that continue to guide the Fraternal Association today.
The creation of Sigma Alpha Epsilon Fraternity, Inc. in 1906 did not replace or alter that association structure. Instead, it created a separate nonprofit corporation to provide essential educational and administrative support through what is now known as the Fraternity Service Center.
The distinction is important.
The Fraternal Association is governed by its Fraternal Entities—Chapters Collegiate and Alumni Associations—through the Fraternity Laws. Sigma Alpha Epsilon Fraternity, Inc. supports that Association but is not a governing body nor does it control the day-to-day activities of the Fraternal Association’s Fraternal Entities.
Clarifying these relationships does not change how Sigma Alpha Epsilon operates. Chapters Collegiate will continue to govern their own affairs. Alumni Associations will continue to serve their members. The Fraternity Service Center will continue providing the education, resources, and administrative support that have strengthened the Fraternal Association for generations.
What changes is the clarity with which the structure is understood.
By formally describing these relationships in the Fraternity Laws, Sigma Alpha Epsilon can better communicate its unique governance model to members, volunteers, courts, attorneys, insurers, and others who interact with the Fraternity.
The strength of Sigma Alpha Epsilon has always come from the relationship between its parts: independent Fraternal Entities united through a common Fraternal Association and supported by a support corporation dedicated to their success.
That structure has endured since 1856. Clearly defining it ensures that it will continue to serve the Fraternity well into the future.