BY-LAWS OF THE OMICRON DELTA KAPPA FOUNDATION, INC.
(A CORPORATION NOT FOR PROFIT)
Name of the Corporation
The name of the Corporation shall be Omicron Delta Kappa Foundation, Inc.
Board of Trustees
SECTION ONE. Election and Powers. The Trustees shall be fifteen in number. The President of the Omicron Delta Kappa Society, Inc. and an additional member of the Board of Directors of the Society elected by the Board of Directors of the Society for two years shall serve as trustees. The remaining trustees shall be elected by the members of the Corporation from a list of nominees supplied by the Foundation Trustees. 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 Corporation, and shall, at their first meeting after the biennial meeting of members, elect officers of the corporation.
SECTION TWO. 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 6 trustees expiring at each biennial meeting. The term of service on the Board of Trustees for the President of the Omicron Delta Kappa Society, Inc. shall coincide with that person's term of office in the Society.
SECTION THREE. Vacancies. Vacancies on the Board of Trustees resulting from resignation, death or inability to serve shall be filled by the members of the Corporation from a list of nominees supplied by the Trustees.
SECTION FOUR. 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 Corporation.
SECTION FIVE. Special Meetings. Special meetings of the Board of Trustees may be called by the President or by two members of the Board of Trustees.
SECTION SIX. 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.
SECTION ONE. Election. The officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer. All officers shall be elected by the Board of Trustees. Any two officers, except those of President and Vice-President, may be held by the same person
SECTION TWO. President. The President shall be the chief executive officer of the Corporation and shall have general charge of and control over the affairs of the Corporation, subject to the Board of Trustees. The 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 Corporation, and make or cause to be made a report hereof to the biennial meeting of the members. The President shall have supervision of the bonds of any of the Trustees, officers or employees of the Corporation who shall be obliged to be bonded.
SECTION THREE. Vice-President. The Vice-President shall have all of the duties of the President in the event of the President's absence or inability to act. The Vice-President shall also perform such other duties and have such other powers as may be prescribed by the Board of Trustees.
SECTION FOUR. Secretary/Treasurer. The Secretary/Treasurer shall provide oversight to ensure proper custody of all books and records of the Corporation. 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/Treasurer 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 Corporation and of its assets and liabilities at the biennial meeting of the Board of Trustees. He or she shall present a biennial budget to the board for its approval. The Secretary/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 Corporation in such banks and depositories, as the Board of Trustees shall designate.
SECTION FIVE. 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 Corporation, the Board of Trustees shall fill the vacancies for the respective unexpired terms.
SECTION ONE. Amendments. These by-laws may be amended by the Trustees present at any regular or special meeting of the Board of Trustee, 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 by-laws 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.
Revised by the Foundation Trustees on _July 29, 2012_