Foundation Bylaws

ARTICLE I Name of the Corporation

The name of the Corporation shall be Omicron Delta Kappa Foundation, Inc.

ARTICLE II Board of Trustees

Section 1

Election and Powers. The Trustees shall be 15 in number. The President of the Omicron Delta Kappa Society, Inc. and the National Treasurer shall serve as trustees. The remaining trustees shall be recommended by the Foundation Trustees to the Society Board of Directors who shall make the appointment. The Executive Director of the Corporation shall serve as an ex officio, non-voting member of the Board of Trustees. The Trustees shall manage the property, business, and affairs of the Foundation, and shall, at their first meeting after the biennial meeting of members, elect officers of the Foundation. A Trustee who serves a complete term (four years) may be designated as an Emeritus/a Trustee upon the completion of service as a Trustee, authorized by majority vote of the Foundation Board of Trustees.  An Emeritus/a Trustee may continue to participate in meetings of the Board and participate in deliberations but shall have no vote and shall not be counted in computing a quorum at any meeting or in determining the total number of Trustees required or permitted by the Foundation Bylaws.  They may, however, be appointed as voting members of Society or Foundation Committees.

Section 2

Terms of Service. With the exception of the trustees whose terms are prescribed by Section One above, trustees shall serve a term of four years. Terms shall expire at the conclusion of the biennial meeting of the Board of Trustees at the Omicron Delta Kappa National Convention, with the terms of six trustees expiring at each biennial meeting. The term of service on the Board of Trustees for the National President of the Omicron Delta Kappa Society, Inc. and the National Treasurer shall coincide with those person’s terms of office in the Society.

Section 3

Vacancies. Vacancies on the Board of Trustees resulting from resignation, death, or inability to serve shall be recommended by the Foundation Trustees to the Society Board of Directors who shall make the appointment.

Section 4

Regular Meetings. The biennial meeting of the Board of Trustees shall be held following the adjournment of the biennial meeting of the members of the Omicron Delta Kappa Society, Inc.

Section 5

Special Meetings. Special meetings of the Board of Trustees may be called by the Foundation President or by two members of the Board of Trustees.

Section 6

Quorum. A majority of the members of the Board of Trustees shall constitute a quorum for any regular or special meeting of the Board, but less than a quorum may adjourn the meeting.

ARTICLE III Officers

Section 1
Election. The officers of the Corporation shall consist of a Foundation President, a Foundation Vice President, a Secretary (Executive Director) and the National Treasurer. All officers shall be elected by the Board of Trustees.

Section 2

Foundation President. The Foundation President shall have general charge of and control over the affairs of the Foundation, subject to the Board of Trustees. The Foundation President shall preside at all meetings of members and meetings of the Board of Trustees and shall appoint all committees and subcommittees. He or she shall at least once each year inspect and examine, or cause to be inspected and examined, all of the books, records, securities, and investments of the funds of the Foundation, and make or cause to be made a report hereof to the biennial meeting of the members.

Section 3

Foundation Vice President. The Foundation Vice President shall have all of the duties of the Foundation President in the event of the Foundation President’s absence or inability to act. The Foundation Vice President shall also perform such other duties and have such other powers as may be prescribed by the Board of Trustees.

Section 4

Secretary (Executive Director).The Secretary shall provide oversight to ensure proper custody of all books and records of the Foundation. He or she shall arrange for the recording of the minutes of the Board or Trustees and of the members and ensure that notices required by these by-laws are sent as needed. The Secretary shall be responsible for custody of the corporate seal and shall supervise the preparation and submission of a concise statement of the work of the Foundation and of its assets and liabilities at the biennial meeting of the Board of Trustees.

Section 5

Treasurer.  The National Treasurer shall present an annual budget to the board for its approval. The National Treasurer shall oversee custody of the funds of the corporation and of all investments, bequests and donations and shall ensure that an accurate account of all moneys received and disbursed is maintained. He or she shall provide oversight to the deposit of all moneys and valuables in the name of and to the credit of the Foundation in such banks and depositories, as the Board of Trustees shall designate.

Section 6

Terms and Vacancies. Each officer shall serve a term of two years with the term expiring at the conclusion of each biennial meeting of the Board of Trustees. In the event of death, resignation, or inability to serve of any of the officers of the Foundation, the Board of Trustees shall fill the vacancies for the respective unexpired terms according to established procedure.

ARTICLE IV Amendments

Section 1

Amendments. These bylaws may be amended by the Trustees present at any regular or special meeting of the Board of Trustees, provided two weeks’ notice of the proposed amendment shall have been given to each Trustees, or that notice of the amendment shall be waived by all of the Trustees. Amendments to these bylaws shall not be effective until and unless approved by the Board of Directors of the Omicron Delta Kappa Society, Inc., as members of the Corporation.

Last amended May 10, 2017.