History of O∆K Governance

The Omicron Delta Kappa Society was founded on December 3, 1914, at Washington and Lee University in Lexington, Virginia. Within the first decade of its existence, O∆K had extended to ten additional institutions. Its initial governance model was that of a General Council which was formed in 1916. The first national officers were elected at that time. The first national convention was held in 1920 and during which each of the four circles in existence had two delegates to vote on matters of the Society. Since that time, the national convention has remained the official legislative body of the Society. Delegates at the convention elect national officers and approve constitutional changes. Other matters may be brought for consideration by the delegates, but the governing documents of the Society authorize the members of the Board of Directors to make all other decisions.

In the early 1980s, it was determined that Omicron Delta Kappa needed a fundraising arm to accept, process, and steward gifts including issuing gift receipts for tax purposes. The Omicron Delta Kappa Foundation, Inc., with its Board of Trustees, was established in 1984 and incorporated in the State of Florida. The Foundation Board of Trustees was originally comprised of many of the same individuals serving on the then Society Board of Directors. At present, the trustees are individuals who are selected for their ability to support O∆K with their philanthropic resources and provide counsel and advice on fundraising strategy as well as financial and investment matters. The National President and National Treasurer fill two of the 15 positions on the current Board of Trustees. The Executive Director is a non-voting ex-officio member of the board and is the chief executive officer of the Foundation. The Foundation does not have employees.

The Omicron Delta Kappa Society became incorporated in 1992 in the Commonwealth of Kentucky. Both the Society and Foundation have 501(c)3 IRS designations. The Board of Directors consists of the National President, National Vice President, Student Vice President, Executive Director, and National Treasurer. The Society Board of Directors also includes the Immediate Past National President, three Members-at-Large (including one elected and one from outside of academe), Chair of National Advisory Council, National Counsel, and two At-Large Student Members selected from among the student members of the National Advisory Council. The Executive Director is the chief executive officer of the Society. All staff members of the national headquarters are employees of the Society.

In early 2018, National President Matthew W. Clifford and Foundation President Sally Albrecht charged a group of volunteers from the Omicron Delta Kappa Society Board of Directors and Foundation Board of Trustees to explore the full leadership development and fundraising capacities of our organization. The Commission on Alternative Governance Strategies was charged with the tasks below:

  1. Examine the current governance structure of the Omicron Delta Kappa Society (the body of circles as represented at the national convention), the Society Board of Directors, and the Foundation Board of Trustees. Identify any redundancies and inefficiencies presented in the current model, as well as the strengths afforded by two governing boards.
  2. Research the elements required to appropriately govern the functions of the Society and Foundation.
  3. Explore alternative governance models, including merging into a single governing board with consideration of legal, financial, and strategic opportunities.
  4. Consider possible membership requirements in a revised board structure, titles of members and staff, term lengths and limits, and roles and responsibilities of a governing board as well as advisory boards and standing committees.
  5. Examine strategies to maintain the intentionally inter-generational nature of volunteer leadership within Omicron Delta Kappa.

At the conclusion of months of review and discussion, the commission made the recommendation that two legal entities (the Omicron Delta Kappa Society, Inc. and the Omicron Delta Kappa Foundation, Inc.) and their governing boards be merged to establish a single organization for the governance of Omicron Delta Kappa. The Society Board of Directors and Foundation Board of Trustees voted on September 25, 2018, to proceed with this consolidation.

To proceed with the implementation of this proposed governance model, Omicron Delta Kappa will be holding a conclave in Charlotte, North Carolina from Friday, March 29 to Saturday, March 30, 2019. At the conclave, the delegates will be asked to vote on a new set of National Bylaws to replace the current National Constitution, Society Bylaws, and Foundation Bylaws. Pending approval by the delegates, a revised set of Articles of Incorporation with the new National Bylaws will be filed in the Commonwealth of Kentucky. After that, the Foundation will legally merge into the single body.

A timeline of previous changes in O∆K’s organizational and governance structure may be found here.