Foundation Bylaws

ARTICLE I Name of the Corporation

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

ARTICLE II Mission

The Foundation exists to assist Omicron Delta Kappa in developing a philanthropic community that supports the leadership programs and members of the Society by securing and stewarding the financial resources necessary for O∆K to achieve its strategic goals.

ARTICLE III Board of Trustees

Section 1

Election and Powers. There shall be no more than 19 Trustees, with up to 16 appointed by the Omicron Delta Kappa Society, Inc., Board of Directors from recommendations by the Foundation Trustees, and three ex-officio from the Society: National President, National Treasurer, and Executive Director, each of whom, with the exception of the Executive Director, shall have a vote. The Trustees shall manage the property, business, and affairs of the Foundation and shall have all the authority vested in and duties incumbent upon the Board of a Florida non-stock corporation.

Section 2

Emeriti Trustees. A Trustee who serves a full term 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 3

Terms of Service. Trustees appointed by the Society Board shall serve a term of four years beginning July 1. The terms shall be staggered so that there are four classes of four Trustees each. Trustees may serve no more than two consecutive four-year terms, and shall not be eligible for election to an additional term until one year after their second term expires.

Section 4

Vacancies. Vacancies on the Board of Trustees resulting from resignation, death, or inability to serve shall be filled by the Society Board of Directors from recommendations by the Foundation Board.

Section 5

Regular Meetings. The Foundation Board of Trustees will meet at least four times a year, one of which shall be its annual meeting where it shall elect officers.

Section 6

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

Section 7

Quorum. A majority of the members of the Board of Trustees shall constitute a quorum for any regular or special meeting of the Board.

ARTICLE IV Officers

Section 1

Officers. The officers of the Corporation shall consist of a Foundation President, a Foundation Vice President, a National Treasurer, and an Executive Director who shall serve as the Secretary.

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 the Board of Trustees and shall appoint all committees and subcommittees.

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

National Treasurer. The National Treasurer, appointed by the Society Board of Directors, shall serve ex-officio as treasurer and 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 5

Executive Director. The Executive Director of the Society shall serve ex-officio as Executive Director of the Foundation and shall function as the chief executive officer of the corporation subject to the direction of the Board of Trustees. The Executive Director or his or her delegate will staff all committees of the Foundation.

Section 6

Secretary. The Executive Director of the Society shall serve ex-officio as Secretary and 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 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 annual meeting of the Board of Trustees.

Section 7

Terms and Vacancies. Each elected officer shall serve a term of one year with the term expiring at the conclusion of the annual meeting of the Board of Trustees. In the event of the 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. Each elected officer is limited to serving two consecutive one-year terms in an office.

ARTICLE V Committees

Section 1

Trusteeship Committee.
a. There shall be a Trusteeship Committee of at least five members chaired by the Foundation Vice President.
b. The Trusteeship Committee shall be charged with the following:
i. identifying, educating, cultivating, recruiting, nominating, orienting, mentoring, and evaluating board members,
ii. recommending a policy statement on the role and responsibilities of trustees,
iii. annually recommending the strategic goals and objectives for the Foundation in consultation with the officers and other standing committees,
iv. and regularly reviewing the Foundation’s articles of incorporation and bylaws.

Section 2

Finance Committee.
a. There shall be a Finance Committee of at least five members including the National Treasurer with the chair appointed by the Foundation President. Non-trustees may serve on the committee, but the majority of the committee shall be composed of trustees.
b. The Finance Committee shall be charged with the following:
i. developing and monitoring a simplified annual budget,
ii. reviewing quarterly financial statements,
iii. receiving the auditor’s report (with two members serving on the Joint Audit Committee which is chaired by the National Treasurer),
iv. ensuring that the Foundation has adequate risk projection with directors and officers and comprehensive general liability insurance coverage,
v. and monitoring investment performance throughout the year and receiving advice from an investment subcommittee of at least three persons, two of whom shall be committee members.

Section 3

Development Committee.
a. There shall be a standing Development Committee of at least seven members, and the chair will be appointed by the Foundation President. Non-trustees may serve on the committee, but the majority of the committee shall be composed of trustees.
b. The Development Committee shall have three subcommittees which will be charged with the following:
i. an annual giving subcommittee which will take a leadership role in trustee solicitation, recruiting a chair for the annual fund campaign, and assisting the chair in recruiting a leadership annual gifts team,
ii. a major gifts subcommittee which will focus on assisting with the identification, cultivation, and solicitation of major gift prospects. Its work will be coordinated with or folded in to any campaign the Society shall conduct,
iii. a planned giving subcommittee which will ensure that a comprehensive planned giving program is in place and that volunteers are engaged to lead it.

Section 4

Executive Committee.
a. There shall be a standing Executive Committee chaired by the Foundation President with the authority to act for the Board of Trustees when necessary between meetings of the Board. The Committee shall not have the authority to amend the articles of incorporation or the bylaws. All actions taken by the Committee shall be reported to the Board of Trustees within ten days of the meeting at which they were taken and shall be subject to review by the Board.
b. The Committee will be composed of the Foundation President, Foundation Vice President, National President, and the chairs of the Trusteeship, Finance, and Development Committees.
c. The Committee will meet once a year for the purpose of evaluating the Executive Director’s performance in support of the Foundation.

Section 5

Ad Hoc Committees. The Foundation President may appoint ad hoc committees to address matters of Foundation concern as appropriate.

ARTICLE VI Fiscal Year

The Foundation’s fiscal year shall be July 1 to June 30.

ARTICLE VII Seal

The Foundation shall have a seal approved by the Board of Trustees and in the custody of the Secretary.

ARTICLE VIII 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.

Last amended March 13, 2018.