Section 1. Student Members. In no case shall the number of students selected to membership in any one year by a circle exceed three percent of the total number of regularly enrolled full-time undergraduate students at the beginning of the academic year on the campus of the institution where the circle is located. In the case of institutions with a student enrollment of less than 800, this limit shall be five percent.
Section 2. Graduate Students. The number of graduate and post-graduate professional student members selected in a circle in a single academic year may not exceed one-half of the number selected to undergraduate student membership in that circle in that academic year. Notwithstanding the foregoing, those graduate and post-graduate professional students who have been awarded a baccalaureate degree at the same university at which they are enrolled as graduate students at the time of consideration do not count toward the one-half annual limit.
Section 3. Faculty and Staff Members. To assure the participation of members of the faculty and administrative staff in the Society, each circle shall select individuals from this group to faculty and staff membership. Each circle shall develop its own standards for such selection, bearing in mind the general qualifications for membership as outlined in the National Constitution. The number of faculty and staff members selected each academic year shall not exceed one-third of the number of student members selected that academic year.
Section 4. Alumni Members. To assure the participation of alumni members in the Society, each circle may select individuals from this group to alumni membership. Each circle shall develop its own standards for such selection, bearing in mind the general qualifications for membership as outlined in the National Constitution. The number of alumni members selected each year shall not exceed one-third the number of student members selected in any election that year.
Section 5. Honorary Members. Any individual who shall have achieved distinction in his or her own chosen profession or has rendered unusually significant service through his or her leadership in significant causes may be elected to honorary membership in any circle of the Society, although he or she may have had no previous connections with the institution in which the circle is located. Under no circumstances shall a student be considered for honorary membership. Circles located in institutions having a student matriculation of less than 1,000 shall not elect more than two honorary members during any one academic year. Circles located in institutions with more than 1,000 students may elect a maximum of four honorary members during any one academic year.
Section 6. A student member shall remain a voting member while attending the institution where the electing circle is located. A faculty, staff, or alumnus/a member shall be entitled to vote only during his term as a voting member of a circle.
Section 7. A student member transferring in good standing to another institution in which a circle is located may, during the period in which he or she is matriculated as a candidate for a degree, hold voting membership in that circle at the discretion of the circle.
Section 8. Each member of the Board of Directors (“Director”) must be a duly chosen member of the Society.
Section 2. Although the selection of a new member on the part of any individual collegiate circle shall be in general considered as final, it shall nevertheless be the duty of the Executive Director to maintain a careful check upon the qualifications of every initiate. Whenever, in the opinion of the Executive Director, any newly selected member shall appear to fall below the standard of eligibility prevailing throughout the Society, it shall be the duty of the Executive Director to investigate the case with the assistance of the local circle’s Circle Coordinator, Faculty Advisor, and other such persons as the Executive Director may deem proper. Pending the outcome of such investigation, the Executive Director shall withhold the symbols of membership in the Society from the individual whose qualifications are in question, until action has been taken by the Board of Directors on the matter. The Board of Directors shall have the power to confirm or reject the selection. In the case of unfavorable action on its part, the circle in question shall be entitled to appeal the decision to the next succeeding National Convention, which will result in the suspension of the individual under investigation until the National Convention shall have disposed of the case.
Section 2. The National Convention and its procedures shall be conducted and governed according to parliamentary procedures as defined by the most recent edition of Robert’s Rules of Order and in any situation where a conflict may exist between the National Constitution and these Bylaws and Robert’s Rules of Order, the National Constitution and these Bylaws will have precedence. Procedures of the Board of Directors and committees of the Society shall be left to the discretion of the Board of Directors and such committees at their respective meetings. Procedures on a local circle level shall be left to the discretion of the individual circles at their respective meetings. A summary of the actions taken at the National Convention shall be sent to the circles following the conclusion of the Convention or meeting. The Board of Directors shall maintain minutes of its meetings and representatives of any circle shall be entitled to review such minutes upon proper request to the President or Executive Director.
Section 3. Any and all notices to circles or members of the Board of Directors or committees of the Society may be provided by electronic transmission to the e-mail address of such circle, Board member or committee member of record with the Society’s Headquarters.
- a. Collection and disbursement of the funds of the National Society, preparation of a budget, and other financial matters.
- b. The designation of a repository for the Society’s records and materials of historic value for safekeeping.
- c. Selection of a site for the National Convention at least two years from the date of the present convention.
- d. Establishing a National Headquarters and hiring the Executive Director who shall have delegated authority to hire, terminate, or suspend staff and supervise the day-to-day operations of the National Headquarters, all subject to authority of the Board of Directors.
Section 2. Any member of the Society shall, subject to qualification requirements of the Constitution, be eligible to hold office in the Board of Directors.
Section 3. The Board of Directors may hold such regular meetings as it may determine. The President or any four directors may call a special meeting of the Board of Directors. Notice of meetings of the Board of Directors shall be given at least five days prior to a meeting by mail, electronic mail, telephonically, or such other means as are reasonably deemed to alert the directors to the meeting. Upon determination of the Board of Directors, meetings may be held by telephone or videoconference provided each participant can simultaneously hear each other participant. The expenses of meetings of the Board of Directors shall be paid from the funds in the national treasury. In those years in which no National Convention may be held, the Board of Directors shall hold at least one meeting as above provided, but such meeting may be omitted if, in the opinion of a majority of the Board Members, the interests of the Society do not require the Board to meet.
Section 4. A majority of the voting members of the Board of Directors then in office will constitute a quorum for the transaction of any business at any meeting of the Board of Directors; provided that, if less than quorum of the directors are present at any meeting, a majority of the directors present may adjourn the meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment. A majority vote of the voting members of the Board of Directors present at a meeting duly called and at which a quorum is present shall constitute the act of the Board of Directors, except as otherwise specifically stated herein or in the Constitution. Members of the Board of Directors may not vote by proxy. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the voting members of the Board of Directors. Such consent will have the same force and effect as a unanimous vote at a meeting of the Board of Directors.
Section 5. The National President or the Board of Directors may appoint any committees from time to time as may be necessary or appropriate for the transaction of the business of the Society. Such committees may consist of any members of the Society but shall only have such authority as shall be set forth in the National Constitution or these Bylaws or as properly delegated to such committee by the Board of Directors; provided that delegation of authority of the Board of Directors may only be made to committee composed of two or more directors and committees may not be delegated authority in contravention of Kentucky Revised Statute 273.221. Requirements as to notice of meetings, quorum, voting requirements, telephonic meetings, and ability to take action by unanimous written consent for a committee shall be the same as those applicable to the Board of Directors.
Section 6. The expenses of the Board of Directors, including travel of its members, postage, etc., shall be paid from the national treasury as the Board in its discretion may authorize.
Section 7. Final action on both a petition for charter as well as the recall of a charter shall in every case be a prerogative of the Board of Directors.
Section 8. The Executive Director with support of the Board of Directors may, in its discretion, make or modify contracts for furnishing the official emblem, engraving and embossing membership certificates, etc., subject to such regulations as may be adopted by the National Convention.
Section 9. Every officer of the Society shall make reports, whether national or local, whenever required to do so.
Section 10. Indemnification. The Society shall indemnify any current or former National Officer, Director, or member of the National Advisory Council of the Society against judgments, penalties, fines, settlements, costs, and reasonable expenses, including attorneys’ fees, actually incurred by such person in connection with any proceeding or claim against such person by reason of the fact that such person is or was a National Officer, Director, or member of the National Advisory Council of the Society, if:
- a. Such person conducted himself or herself in good faith; and
- b. Such person reasonably believed:
- 1. In the case of conduct in his or her official capacity with the Society, that his or her conduct was in the best interests of the Society; and
- 2. In all other cases, that his or her conduct was at least not opposed to the best interests of the Society; and
- 3. In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
A determination as to whether a person is entitled to indemnification under this Section 10 shall be made by (1) the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceeding or claim in question, (2) if a quorum cannot be so obtained, by majority vote of a committee of the Board of Directors duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding or claim in question and (3) if such a committee cannot be created, by independent legal counsel selected by the Board of Directors. The Society may require in connection with reimbursing a person indemnified under this Section 10 for attorneys’ fees that all such indemnified persons use the same counsel for the same proceeding or claim (or series of related proceedings or claims), except where the use by such indemnified persons of the same counsel would create a substantial conflict of interest or prejudice the defense of any such persons due to the conflicting interests of such persons in the proceeding or claim. Further, the limitations set forth in this Section 10 shall in no way limit the ability of the Board of Directors to cause the Society to provide additional contractual indemnities to any person or limit the insurance coverage the Society may maintain respecting claims against Directors, National Officers, and member of the National Advisory Council or other persons. By determination of the Board of Directors, the Society may indemnify such other persons not identified above in such instances where the Board of Directors deems appropriate.
Section 2. Membership forms and the necessary fees must be submitted in conjunction with presentation of the symbols of membership.
Section 3. All new members shall pay the national membership-initiation fee. No person whose national membership-initiation fee has not been paid to the National Headquarters, whose membership form has not been received by the National Headquarters, or who has not been initiated shall be considered a member of the Society. The national membership-initiation fee shall cover the cost of an official certificate of membership, an official lapel recognition button, a copy of an official brochure, and other features of the Society’s general program. This fee is not refundable.
Section 4. Each circle may require from its voting members the payment of such dues and assessments as may be provided for in its local bylaws.
Section 5. Each circle shall be permitted to determine the amount of its own initiation fee by making the necessary provision in its bylaws, but the national membership-initiation fee shall be forwarded promptly to the National Headquarters.
Section 6. When a National Convention is held, the necessary travel expenses of the members of the Board of Directors and of one official delegate from each circle shall be paid from the national treasury if authorized by the Board of Directors. The Board of Directors may authorize only partial payment of travel expenses if deemed expedient.
Section 7. Accounts overdue for a period of 90 days or longer shall be charged the rate of interest determined by the Board of Directors, not to exceed the highest rate allowed by law, until such overdue accounts are paid. No circle that is in arrears at the time of a National Convention shall be permitted to vote in the proceedings.
Section 8. No officer or member of the Board of Directors shall receive any honorarium or compensation from the national treasury unless by specific action of the Board of Directors or a National Convention. The honorarium or compensation of any officer shall be such as may be determined at the time of his or her appointment or election and shall be paid from the national treasury in such amounts and at such times as may be properly designated.
Section 9. The Executive Director and the National Treasurer shall be custodians of the funds of the National Society. They shall receive and disburse all fees and other monies belonging to the national treasury, shall keep an accurate record of all receipts and disbursements, and shall establish and maintain a bank account(s) in the name of the Society, depositing all receipts in such account(s) and making all disbursements by checks against the account in accordance with existing regulations or by other proper authority. They shall present an annual budget to the Board of Directors for approval at a time sufficiently in advance of the commencement of the fiscal year.
Section 10. The Executive Director, directors of the Society, and employees of the national headquarters shall be insured to protect the organization from loss, theft, or malfeasance of the officers and directors. In addition, the officers and executives may be placed under bond of a sum commensurate to the assets of the Society as may be determined appropriate by the Board of Directors, with some well-established security or bonding corporation, the premium for such bonds paid from the funds of the national treasury.
Section 11. The Executive Director and the National Treasurer shall submit to the members of the Board of Directors at least once each quarter an interim financial statement. Section 12. The accounts of the Society shall be audited by a qualified auditor in addition to the Executive Director and National Treasurer and shall be examined by the Finance Committee.
- a. There shall be a standing Governance Committee, a committee of the Society Board of Directors. The members of the committee are the officers of the Society (President, Immediate Past National President, National Vice President, Student Vice President, National Treasurer, National Counsel, and Executive Director) and shall serve in the biennium between conventions.
- b. The Governance Committee shall be chaired by the Immediate Past National President.
- c. The Governance Committee provides oversight on matters pertaining to governance issues and processes including long-range planning and national nominations. The committee examines how the board is functioning, how board members communicate, and whether the board is fulfilling its responsibilities and living up to the objectives and aspirations set for itself and the organization. Additionally, the Governance Committee reviews and makes recommendations for revision to National Constitution and National Bylaws.
- d. A subcommittee of the Governance Committee is the National Nominating Committee.
- 1. The National Nominating Committee is to be chaired by a Past National President, and it has the responsibility for the review of candidates for elected and appointed positions within the governance structure of the Omicron Delta Kappa Society, Inc. and developing a slate for consideration in conjunction with the biennial convention.
Section 2. Finance Committee.
- a. There shall be a standing Finance Committee. The members of the committee shall be appointed by the National President to serve in the biennium between conventions.
- b. The Finance Committee shall be chaired by the National Treasurer.
- c. The Finance Committee shall develop and recommend to the Board those financial principles, plan and courses of action that provide for mission accomplishment and organizational financial well-being. Consistent with this responsibility, it shall review the proposed annual budget and submit it to the Board for its approval. In addition, the committee shall make recommendations with regard to the level and terms of indebtedness, cash management, risk management, financial monitoring and reports, employee benefit plans, signatory authority for expenditures and other policies that the committee determines are advisable for effective financial management of the Society.
Section 3. Membership and Circle Standards Committee.
- a. There shall be a standing Membership and Circle Standards Committee. The members of the committee shall be appointed by the National President to serve in the biennium between conventions.
- b. The Membership and Circle Standards Committee shall be chaired by the National Vice President.
- c. The Membership and Circle Standards Committee is charged to think strategically about matters related to extension to new campuses, the health and vitality of existing circles, and the experiences and services provided to members. Furthermore, the committee will maintain the standard of membership throughout the Society and review all applications from institutions for the establishment of a circle on their campus under the provisions of the National Constitution and National Bylaws.
Section 4. National Awards Committee.
- a. There shall be a standing National Awards Committee. The members of the committee shall be appointed by the National President to serve in the biennium between conventions.
- b. The chair of the National Awards Committee shall be appointed by the National President.
- c. The National Awards Committee shall oversee the Society’s various awards programs including the National Leader of the Year, the Maurice A. Clay Leadership Development Initiative, and the Robert L. Morlan and Robert Bishop Outstanding Circle Officer Award.
Section 5. Diversity and Inclusion Committee.
- a. There shall be a standing Diversity and Inclusion Committee. The members of the committee shall be appointed by the National President to serve in the biennium between conventions.
- b. The chair of the Diversity and Inclusion Committee shall be appointed by the National President.
- c. The Diversity and Inclusion Committee is charged with identifying processes and policies that support the recruitment, involvement, and engagement of a multicultural membership. The committee will evaluate the current benchmarks for diversity and inclusion found within Omicron Delta Kappa at all levels of the organization. The committee will also examine and develop best practices toward recruiting diverse circle membership. In addition, the work group will develop programmatic recommendations related to topics of leading in a diverse world and supporting leadership development in marginalized student populations.
Section 6. Ad Hoc Committees. The National President may appoint ad hoc committees to address matters of Society concern as appropriate.
Section 2. The Eldridge W. Roark, Jr. Meritorious Service Awards may be awarded by a vote of the Board of Directors to members of the Society from time to time, in recognition and appreciation of their varied and meritorious service to the Society. National officers may not be eligible for this award until the completion of their term of office. An appropriate recognition piece denoting this award shall be made available to the recipient.
Section 3. Recognition Certificates may be awarded by circles to individual members who have admirably transformed the ideals of the Society into tangible service to their respective circles. No more than two such awards may be made by a circle within each year unless prior approval is granted by the Board of Directors. The purpose of the award is to provide an opportunity for circles to grant recognition for achievement and outstanding service on the local level.
Section 4. The Laurel Crowned Circle Award may be awarded by a vote of the Board of Directors to any outstanding individual who has exemplified the ideals of the Society in his or her career, community involvement, or public life. Not more than one Laurel Crowned Circle Award shall be awarded during a year. Nominations for this award may be submitted online, by email or by letter by a circle or by an individual member of the Society. They shall be limited to a letter of nomination and the appropriate vita or resume. The nominations, including nominations from previous years, shall be reviewed by a committee appointed by the National President, composed of past national presidents of the Society, or other national volunteers, and the Executive Director. The committee shall make its recommendations to the Board of Directors who will select the recipient. Such awards may be presented at a National Convention or at an appropriate public presentation determined by the Board of Directors. National officers may not be eligible for this award until the completion of their term of office. The purpose of the award is to recognize those in the larger community, members or not, who lead lives that reflect the O∆K ideals as well as to enhance the profile of the Society generally, and an appropriate recognition piece denoting this award shall be made available to the recipient.
- a. The individual is of the caliber of character that O∆K holds as a standard.
- b. The letter of nomination reflects the way the individual embodies the five ideals.
- c. The individual has achieved significant levels of leadership in profession and/or community involvement.
- d. Honoring this individual will enhance the perception of O∆K’s commitment to leadership by the larger community.
- e. The individual’s accomplishments are in line with the organization’s mission of collaboration, fellowship, and promoting positive leadership.
Section 5. The General Russell E. Dougherty O∆K National Leader of the Year Program shall recognize student leaders annually in each of the five phases of campus life. The “Leader of the Year” awards shall be granted to the student who is identified as the outstanding leader in each phase by the National Awards Committee in the area who will be designated by the Board of Directors. Any student member of the Society shall be eligible for the award. National officers may not be eligible for this award until the completion of their term of office. The purpose of the award is to provide recognition for outstanding achievement in O∆K’s diverse student members and to further promote the importance of the community that can be formed when leaders from the five phases of campus life come together. The selection criterion is that each area will determine its own criteria for selection that is most relevant to the phase. The nominees will go through a screening process that is appropriate to the area of leadership in which they are nominated.
Section 6. The Robert L. Morlan-Robert W. Bishop Circle Officer Award for outstanding service to the local circle and to the Society shall be awarded annually to a circle officer by the National Awards Committee. An appropriate recognition piece shall be presented at the National Convention or other appropriate activity in non-convention years. National officers may not be eligible for this award until the completion of their term of office. The purpose of the award is to recognize the Society’s most outstanding and long-serving circle officers and to thank them for their dedicated service. The selection criteria are as follows:
- a. Previous winners of the Morlan or Bishop Awards are not eligible.
- b. The circle officer has fulfilled all the duties of his or her position in accordance with national standards and to the circle’s satisfaction.
- c. The nominee has aided the circle in achieving a sustained level of activity and success on campus.
- d. The officer supports the activities, efforts, and projects of collegiate membership.
- e. The officer provides consistent guidance for how to implement the O∆K ideals on campus.
Section 7. The Society Board of Directors shall have the authority to create Circle Recognition Awards to recognize active circles. The criteria for each award shall be approved by the Board. New awards may not be presented in the same fiscal year in which they are created. The purpose of these awards is to reward the local circles for their adherence to national standards and for initiating activities that promote the O∆K Idea on campus as well as to recognize circles who sustain excellence over time. The Membership and Circle Standards Committee shall approve the recipients each year.
Section 2. The Executive Director or his or her designee shall furnish information concerning the Society to interested institutions, organizations and individuals and shall encourage Society members to recommend institutions for consideration.
Section 3. The Society Board of Directors shall establish and maintain a process for awarding charters to new circles.
- a. The Membership and Circle Standards Committee shall review application materials and make recommendation to the Society Board of Directors to approve granting a charter to a new institution.
- b. The Society Board of Directors shall approve or deny granting a circle charter to an institution. Upon the decision of the board, the Executive Director will notify the circle and schedule a chartering ceremony.
- c. The National Vice President shall whenever possible conduct the installation and chartering initiation ceremony. If the National Vice President is unavailable, the Executive Director may ask other members to conduct the ceremony.
Section 2. The officers of each circle shall include a President, Vice President, Treasurer, Circle Coordinator (who may serve as Treasurer), and a Faculty Advisor. The President and Vice President shall be students. Other officers may be established and filled in accordance with the bylaws of the circle. The voting members of the circle shall elect all officers.
Section 3. The duties of the Circle Coordinator include:
- a. Keeping of circle minutes, membership, other records, and supplies.
- b. Making reports certifying new members to the Executive Director.
- c. Sending such membership records to the Executive Director as may be required by the bylaws.
- d. Submitting of annual reports, reporting of new officers, and other reports as may be required from time to time for effective circle operations, to the Executive Director.
- e. Sending occasional news items to the National Headquarters for publication or promotion through social media.
- f. Be guided by appropriate directives adopted by the National Convention.
Section 4. The Faculty Advisor of the circle will:
- a. Generally act as a facilitator in whatever area deemed necessary by the local circle, such as service projects, leadership seminars, and general campus activities.
- b. Assist the Circle Coordinator in every way possible and also serve in his or her absence when necessary.
- c. In the selection of new members, especially in regard to faculty, faculty emeriti, staff, alumni, and honoris causa, assist in soliciting input from the various administrative offices, and current non-voting faculty and staff and other members of O∆K. Such input or insight is often not available to the student and faculty voting members of the circle.
- d. Assist with the general communication within the faculty and student members of the circle.
- e. Enhance the awareness of O∆K both within the student body and the general faculty for the benefit of the circle and the institution.
Section 5. Every officer of a circle shall be appropriately installed as soon as may be convenient after his or her election, at which time he or she shall be required to take the following obligation: “I do solemnly promise/that I will discharge the duties of my office/in accordance with the National Constitution and National and Local Bylaws/to the best of my knowledge and ability/bearing in mind always/the welfare of my Alma Mater/and of the Omicron Delta Kappa Society.” Failure to meet this obligation is assumed to be a decision not to serve in the office to which one has been elected.
Section 2. A circle shall be allowed to remain on inactive status for a period of one year, and the allowance of an additional one-year extension shall be subject to approval by the Executive Director or his or her designee.
Section 3. A circle with an inactive status shall be considered active upon the successful initiation of new members.
Section 4. At the conclusion of an allowable inactive period for the circle, and at such time as the Executive Director or his or her designee determines that there exists the lack of sufficient interest at the respective institution consistent with the standards of Omicron Delta Kappa, then the Board of Directors may take action to have the charter for the circle recalled.
Section 5. An institution may appeal the decision by the Board of Directors for charter recall to the National Convention by submitting a written appeal to the National President. A three-fourths vote of the convention will constitute final action with respect to charter recall for that particular circle.
Last updated on June 17, 2017.