Kappa Omicron Nu, Incorporated
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Kappa Omicron Nu National Office
4990 Northwind Drive, Suite 140 East Lansing, Michigan
Telephone: (517) 351-8335 FAX: (517) 351-8336
E-mail: firstname.lastname@example.org http:\\www.kon.org
Kappa Omicron Nu was established on February 21, 1990 by
the consolidation of Kappa Omicron Phi and Omicron Nu. Following
a successful three-year collaboration as an Administrative
Merger, Kappa Omicron Nu was structured to realize the synergistic
benefits of two strong organizations. Kappa Omicron Nu gives
voice to advocacy for scholarship; clarity to the quest for
excellence in scholarship, research, and leadership; leadership
to a sizable scholarly community for critical dialogue, collaboration,
and networking; emphasis to examining the responsibility of
scholars to the profession and society; commitment to enriching
the intellectual environment through its local and national
initiatives; and priority to innovative and enhanced services.
In 1995 the Society changed its definition of field to Family
and Consumer Sciences. Headquartered in East Lansing, Michigan,
Kappa Omicron Nu is located close to the Michigan State University
Omicron Nu was founded in 1912 at Michigan Agricultural College,
now Michigan State University, in East Lansing, Michigan.
At that time there were three academic programs at Michigan
Agricultural College: agriculture and engineering for men
and home economics for women. Maude Gilchrist, Dean of Home
Economics, recognized that women did not have the same advantages
and opportunities as men. Agriculture on the campus had Alpha
Zeta to recognize high scholarship, and Tau Beta Pi was the
honor society for engineering. Faculty members were familiar
with other honor societies because Agnes Hunt was a Phi Beta
Kappa member and Grace Stevens was a Sigma Xi member. So the
Dean and the faculty decided to do something to recognize
home economics scholarship. They formed Omicron Nu to set
high standards for the newly emerging programs in home economics
and to provide an incentive for scholarship. The purposes
of promoting scholarship, research, and leadership were the
motivating factors behind its expansion to other campuses
across the country.
The formation of Kappa Omicron Phi, ten years later in 1922,
was suggested by Mabel Cook in the dietetics class of Hettie
Margaret Anthony at Northwest Missouri State Teachers College,
Maryville, now Northwest Missouri State University. Miss Anthony,
Head of Home Economics, provided leadership to the honor society
for the first fourteen years as it expanded to other campuses
and became a national organization. Emphasis was placed not
only on intellectual and scholastic excellence but upon personal
developmentintellectual, spiritual, ethical, and aesthetic
qualities. The society undoubtedly benefited from the unique
leadership of Hettie Margaret Anthony. Her scientific mind,
courage of conviction, sound judgment, and deep interest in
the welfare of women contributed to the values and stability
of the organization. Her memory is perpetuated through an
annual fellowship for graduate study. Fifty years after its
formation, Kappa Omicron Phi opened membership to men.
Kappa Omicron Nu is a member of the Association of College
Honor Societies. It is an affirmative action/equal opportunity
mission of Kappa Omicron Nu is
use an integrative approach to enhance quality of living
excellence in scholarship, leadership, and research.
Omicron Nu values recognition, reward, advancement and strong
ends enhance the ability of the organization and chapters to
prepare scholars and researchers as leaders for the 21st Century.
To accomplish the mission, Kappa Omicron Nu shall:
- promote scholarship and encourage intellectual development,
- promote research and foster the spirit of inquiry,
- confer distinction for high achievement,
- promote leadership development,
- stimulate student and faculty dialogue,
- enrich the intellectual environment of higher education
- encourage high standards of practice and ethical behavior,
- and promote attitudes of professional responsibility for
the public good.
Membership confers honor and obligation. The honor is in
recognition of integrity, high standards of scholarship, and
the promise of a future as one of achievement. The obligation
involves earnest and loyal efforts toward the advancement
of scholarship, personal development, leadership development,
and maintenance of the high standards of Kappa Omicron Nu.
Opportunities included in membership are tangible and intangible:
In concrete terms, honor society membership:
- adds to the individual's record, providing recognition
and increasing marketability;
- meets one of the requirements for entrance at an advanced
level in numerous professional and technical occupations
in federal service (higher entry salary);
- increases the qualification of the student for financial
benefits in the form of fellowships and scholarships;
- complements and extends the educational program of the
- entitles each person to continuous membership through
payment of national dues; to access to all Kappa Omicron
Nu functions; to recognition of membership status in order
to transfer membership to other chapters.
In abstract terms, honor society membership:
- offers opportunity for individual recognition;
- affords parental pride in the achievements and recognition;
- provides for association with other students of similar
intellect and ability;
- provides additional incentive for maintaining excellence;
- provides leadership opportunities;
- assists the student in participating in the decision-making
realm of the institution;
- provides an opportunity for close association with some
of the faculty;
- offers a support system for responding to peer pressure
for mediocrity and for defending the right to achieve.
Kappa Omicron Nu is known for its high ideals and for achievement
of its purposes. Students and college campuses are richer
for having honor society experiences because members are helped
to develop into persons they are capable of becoming.
1. The Collegiate category of membership includes
undergraduate and graduate students duly enrolled in the institution
represented by the chapter.
Undergraduate students shall:
- have declared a major in the human sciences
or one of the specializations,
- have completed 45 semester hours or equivalent,
- rank in the top 25% of their class in the unit.
Graduate students shall:
- be enrolled in a graduate program in the human
sciences or one of the specializations,
- have completed 12 semester hours of graduate work or equivalent,
- have a minimum GPA of 3.5 on a 4.0 scale.
Any chapter, at its discretion, may establish higher collegiate
Election of Members: Chapter policies for election
of members must comply with the provisions in the National
Kappa Omicron Nu Constitution and Chapter Bylaws. Membership
in Kappa Omicron Nu is open to qualified candidates including
persons with disability, without regard to age, color, gender,
national origin, race, religion, and/or sexual orientation.
Membership in Kappa Omicron Nu Honor Society is available
to majors in academic programs including (but not limited to)
athletic training, design, education,
exercise science, family and consumer sciences, financial planning, food science and human
nutrition, gerontology, health sciences, hotel/restaurant management,
human development, interior design and human environment, kinesiology,
leadership, merchandising management, policy analysis and
management, social work, textiles and apparel, and wellness.
The Professional category of membership includes faculty
and other alumni not previously initiated into Kappa Omicron
Nu or its predecessor societies.
Eligibility: Professionals shall
- have made a distinctive contribution to professional
- have earned a degree in the human sciences or
one of its specializations or have earned a degree qualifying
them to work in the university, and
- have a minimum GPA: undergraduate (upper 25%) or graduate (3.5).
1. Initiation Fee: The fee paid at the time of Initiation
qualifies the member for all benefits of national membership,
including a subscription of Kappa Omicron Nu FORUM. Undergraduate
collegiate members shall not be required to pay further national
dues until two years after the baccalaureate degree is granted; graduate
student collegiate members and professional members shall pay dues
at the next dues renewal period.
2013-2014: $57.00 2014-2015:
2. Chapter Dues: Each member pays annual chapter dues
to maintain active chapter membership status. The dues amount
is set by each chapter.
3. National Dues: Active membership is maintained
after the initiation membership expires by payment of national
dues. Active membership qualifies the member for all benefits
of national membership. Chapter membership requires payment of annual
National Kappa Omicron Nu conducts membership renewal for
the national organization and chapters, and chapter dues are
returned to the chapter. Collegiate members, after graduation,
may support the chapter of choice: either a collegiate chapter,
local alumni chapter, or National Alumni Chapter.
Active membership includes the following annual benefits:
Kappa Omicron Nu FORUM subscription; Kappa
Omicron Nu Dialogue subscription; network opportunities;
eligibility for scholarships, fellowships, grants, and awards;
member rates for publications and conferences; educational
materials and courses; preferred status as an author for acceptance
The Risk Management Policy of Kappa Omicron Nu includes the
provisions which follow and shall apply to all honor society
entities and all levels of honor society membership.
Alcohol and Drugs
1. The possession, use, and/or consumption of alcoholic
beverages, during an official event, or in any situation
sponsored or endorsed by the chapter, must be in compliance
with any and all applicable laws of the state, county, city,
university, and other institutions.
2. No alcoholic beverages may be purchased through the chapter
treasury nor may the purchase of same for members or guests
be undertaken or coordinated by any member in the name of
or on behalf of the chapter.
3. No chapter members, collectively or individually, shall
purchase for, serve to, or sell alcoholic beverages to any
4. The possession, sale, and/or use of any illegal drugs
or controlled substances at any chapter sponsored or endorsed
event, or at any event that an observer would associate with
the honor society, is strictly prohibited.
5. No chapter may co-sponsor an event with a charitable organization,
alcohol distributor, or tavern where alcohol is given away,
sold, or otherwise provided to those present.
6. No chapter may co-sponsor or co-finance a function where
alcohol is purchased by any of the host chapters, groups,
All chapters shall comply with local fire and health codes
and standards for ceremonial and food functions.
No chapter may conduct activities that create embarrassment,
harassment, or ridicule, nor any other activities which are
not consistent with the regulations and policies of the educational
Membership in Kappa Omicron Nu is open, without restriction
as to race, creed, sex, national origin, conditions of handicap,
and sexual orientation.
An annual review of the Risk Management Policy of Kappa Omicron
Nu is required of each chapter.
Chair - Dr.
Kathleen O'Rourke - Eastern Illinois University
First Vice Chair - Dr.
Kendra Brandes - Bradley University
Second Vice Chair - Dr. Joni Roh -
California University of Pennsylvania
Secretary - Dr. Bonita
Manson - South Carolina State University
Student Board Members:
- Grace Chee - Michigan State University
- Brittany Cowdery -
- Megan Jackson - Eastern
Executive Director and Editor -
Dr. Dorothy I. Mitstifer
- East Lansing, Michigan
Award Committee I - Doctoral Fellowships
- Dr. Janelle Walter, Chair - Baylor
- Dr. Jan Taylor - Mississippi
- Dr. Jamie Sailors - Auburn University
Award Committee II - Master's Fellowships
- Dr. Brecca Farr, Chair -
Oklahoma State University
- Dr. Bonita Manson - South
- Dr. Cheryl Robinson -
University of Tennessee-Chattanooga
Award Committee III - Research/Project
- Dr. Virginia L. Clark, Chair
- North Dakota State University
- Dr. Jan Van Buren - West
- Dr. Shirley Hymon-Parker -
North Carolina A & T University
Constitution and Bylaws Committee
- Dr. Mary Pritchard, Chair - Northern
- Dr. Sue Ballard de Ruiz - Tennessee
- Ms. Linda Summers - Michigan
- Dr. Sharon Ballard, East Carolina University
- Dr. Rebecca Hess, California University of
- Carol Lucas, Barboursville, WV
- Dr. Peggy Meszaros, Virginia Tech University
- Dr. Penny Ralston, Florida State University
- Dr. Virginia Vincenti, University of Wyoming
- Dr. Sammie Garner, Appalachian State University
- Dr. Mary Molt, Kansas State University
- Dr. Angela Radford Lewis, East Tennessee State University
- Dr. Arlesa Shephard, Buffalo State College
- Dr. Anne Weiner, University of Akron
Each fellowship and grant will be
awarded on a competitive basis to a Kappa
Omicron Nu member who has demonstrated scholarship, research,
and leadership potential. Awards will be made for study and
research in the human sciences or one of its specializations
at colleges or universities with strong research programs
and supporting disciplines for the chosen major or topic.
Kappa Omicron Nu/Ruth E. Hawthorne Research
Undergraduate Research Award
Undergraduate LeaderShape Scholarship
KAPPA ALPHA CHAPTER
NORTHWEST MISSOURI STATE UNIVERSITY
KAPPA EPSILON CHAPTER
KAPPA IOTA CHAPTER
TEXAS A & M - KINGSVILLE
KAPPA PI CHAPTER
UNIVERSITY OF NEW MEXICO
KAPPA ALPHA ALPHA CHAPTER
KAPPA ALPHA GAMMA CHAPTER
SETON HILL UNIVERSITY
KAPPA ALPHA THETA CHAPTER
EASTERN ILLINOIS UNIVERSITY
KAPPA ALPHA MU CHAPTER
ILLINOIS STATE UNIVERSITY
KAPPA ALPHA PI CHAPTER
MIDDLE TENNESSEE STATE UNIVERSITY
KAPPA ALPHA TAU CHAPTER
KAPPA ALPHA PHI CHAPTER
SAM HOUSTON STATE UNIVERSITY
KAPPA BETA ALPHA CHAPTER
KAPPA BETA BETA CHAPTER
UNIVERSITY OF NORTH ALABAMA
KAPPA BETA EPSILON CHAPTER
PRAIRIE VIEW A&M UNIVERSITY
KAPPA BETA THETA CHAPTER
KAPPA BETA KAPPA CHAPTER
WESTERN ILLINOIS UNIVERSITY
KAPPA BETA MU CHAPTER
TENNESSEE TECH UNIVERSITY
KAPPA BETA XI CHAPTER
KAPPA BETA SIGMA CHAPTER
TENNESSEE STATE UNIVERSITY
KAPPA BETA PHI CHAPTER
MISSISSIPPI STATE UNIVERSITY
KAPPA GAMMA ALPHA CHAPTER
ALCORN STATE UNIVERSITY
KAPPA GAMMA DELTA CHAPTER
DELTA STATE UNIVERSITY
KAPPA GAMMA EPSILON CHAPTER
NC CENTRAL UNIVERSITY
KAPPA GAMMA ZETA CHAPTER
CENTRAL MICHIGAN UNIVERSITY
KAPPA GAMMA ETA CHAPTER
UNIVERSITY OF MISSISSIPPI
KAPPA GAMMA THETA CHAPTER
KAPPA GAMMA PI CHAPTER
UNIVERSITY OF LOUISIANA AT LAFAYETTE
KAPPA GAMMA RHO CHAPTER
ALABAMA A&M UNIVERSITY
KAPPA GAMMA SIGMA CHAPTER
SO CAROLINA STATE UNIVERSITY
KAPPA GAMMA UPSILON CHAPTER
APPALACHIAN STATE UNIVERSITY
KAPPA GAMMA PHI CHAPTER
NW STATE, LOUISIANA
KAPPA GAMMA PSI CHAPTER
UNIVERSITY OF TENNESSEE-CHATTANOOGA
KAPPA DELTA GAMMA CHAPTER
UNIVERSITY OF AKRON
KAPPA DELTA ZETA CHAPTER
COLLEGE OF ST CATHERINE
KAPPA DELTA MU CHAPTER
N CAROLINA A & T UNIVERSITY
KAPPA DELTA XI CHAPTER
MORGAN STATE UNIVERSITY
KAPPA DELTA OMICRON CHAPTER
KAPPA DELTA PI CHAPTER
NICHOLLS STATE UNIVERSITY
KAPPA DELTA RHO CHAPTER
OLIVET NAZARENE UNIVERSITY
KAPPA DELTA SIGMA CHAPTER
KAPPA DELTA UPSILON CHAPTER
UNIVERSITY OF MD-EASTERN SHORE
KAPPA DELTA PSI CHAPTER
UNIVERSITY OF ARKANSAS-PINE BLUFF
OMICRON ALPHA CHAPTER
MICHIGAN STATE UNIVERSITY
OMICRON GAMMA CHAPTER
IOWA STATE UNIVERSITY
OMICRON DELTA CHAPTER
OMICRON THETA CHAPTER
KANSAS STATE UNIVERSITY
OMICRON KAPPA CHAPTER
WASHINGTON STATE UNIVERSITY
OMICRON LAMBDA CHAPTER
OREGON STATE UNIVERSITY
OMICRON MU CHAPTER
OMICRON XI CHAPTER
OKLAHOMA STATE UNIVERSITY
OMICRON PI CHAPTER
FLORIDA STATE UNIVERSITY
OMICRON TAU CHAPTER
PENN STATE UNIVERSITY
OMICRON OMEGA CHAPTER
OHIO STATE UNIVERSITY
OMICRON ALPHA BETA CHAPTER
UNIVERSITY OF MAINE
OMICRON ALPHA GAMMA CHAPTER
UNIVERSITY OF MONTEVALLO
OMICRON ALPHA DELTA CHAPTER
UNIVERSITY OF UTAH
OMICRON ALPHA EPSILON CHAPTER
UNIVERSITY OF TENNESSEE-KNOXVILLE
OMICRON ALPHA IOTA CHAPTER
OMICRON ALPHA KAPPA CHAPTER
UNIVERSITY OF NC-GREENSBORO
OMICRON ALPHA NU CHAPTER
OMICRON ALPHA RHO CHAPTER
NEW YORK UNIVERSITY
OMICRON ALPHA RHO CHAPTER
OMICRON ALPHA UPSILON CHAPTER
UNIVERSITY OF DELAWARE
OMICRON ALPHA PSI CHAPTER
OMICRON ALPHA OMEGA CHAPTER
UNIVERSITY OF MISSOURI
OMICRON BETA ALPHA CHAPTER
OMICRON BETA BETA CHAPTER
OMICRON BETA GAMMA CHAPTER
NORTHERN ILLINOIS UNIVERSITY
OMICRON BETA EPSILON CHAPTER
OMICRON BETA THETA CHAPTER
MONTCLAIR STATE UNIVERSITY
NU ALPHA CHAPTER
NU DELTA CHAPTER
NU ZETA CHAPTER
SEATTLE PACIFIC UNIVERSITY
NU ETA CHAPTER
TARLETON STATE UNIVERSITY
NU THETA CHAPTER
WESTERN MICHIGAN UNIVERSITY
NU IOTA CHAPTER
EAST CAROLINA UNIVERSITY
NU KAPPA CHAPTER
NU MU CHAPTER
NU NU CHAPTER
SOUTHERN UTAH UNIVERSITY
NU XI CHAPTER
YOUNGSTOWN STATE UNIVERSITY
NU OMICRON CHAPTER
CALIFORNIA UNIVERSITY OF PENNSYLVANIA
NU PI CHAPTER
NU RHO CHAPTER
ILLINOIS INSTITUTE OF ART-CHICAGO
NU SIGMA CHAPTER
DE PAUW UNIVERSITY
NU UPSILON CHAPTER
NU PHI CHAPTER
UNIVERSITY OF NEW HAVEN
NU CHI CHAPTER
UNIVERSITY OF INCARNATE WORD
NU OMEGA CHAPTER
NU ALPHA ALPHA CHAPTER
UNIVERSITY OF TEXAS AT TYLER
NU ALPHA BETA CHAPTER
DELAWARE STATE UNIVERSITY
NU ALPHA GAMMA CHAPTER
GEORGIA GWINNETT COLLEGE
Approved 8/9/03. Amended 8/6/05, 8/4/07.
Section 1. Principal Office and Registered Office.
The principal office and registered office of Kappa Omicron
Nu (the “Society”) shall be located at 4990 Northwind Drive,
Suite 140, East Lansing, Michigan 48823-5031. This office
shall be the business office of the resident agent, as required
by the Michigan Nonprofit Corporation Act.
Section 2. Other Business Offices. The Society
may have business offices at such other places, either within
or without the State of Michigan, as the Board of Directors
(“Board”) may designate or as the business of the Society
may require from time to time.
The mission of the Society is empowered leaders through
scholarship, research, and leadership development.
Colleges and universities, which grant baccalaureate or
advanced degrees that support this mission, may establish
chapters or individual membership affiliations with the
Society. Undergraduate and graduate students and professionals
of sound scholarship and character who support this mission
may be elected to membership.
Section 1. Membership Corporation. The Society
is a membership corporation, with Active Members and National
Honorary Members (“Members”) as set forth below. Unless
otherwise designated, all references to meetings of Members
and other related provisions within this Article shall apply
to both Active and National Honorary Members.
Section 2. Criteria for Membership. Members shall
meet the following minimum criteria for membership. Any
chapter, at its discretion, may establish higher criteria.
A. Active Members. Collegiate or professional members
who pay annual national dues shall be active members of
1. Collegiate Members. Collegiate members shall
be students enrolled in undergraduate or graduate programs
at the time of initiation.
a. Undergraduate students shall be enrolled
in the institution represented by the chapter, have
declared a major in family and consumer sciences/human
sciences or one of the specializations, have completed
45 semester hours or its equivalent and rank in the
top 25% of their class.
b. Graduate students shall be enrolled in
a graduate program in family and consumer sciences/human
sciences or one of the specializations, have completed
12 semester hours of graduate work or equivalent, and
have a minimum grade point average of 3.5 on a 4.0 scale.
2. Professional Members. Alumni of collegiate chapters
shall be professional members. Others meeting the following
criteria may be elected to professional membership: have
made a distinctive contribution to the profession and
(a) earned one or more degrees in family and consumer
sciences/human sciences with a rank in the top 25% of
the class as undergraduates or 3.5 as graduate students
and not been previously initiated into the Society or
its predecessor societies or (b) earned one or more degrees
qualifying them to work in the field and rank in the top
25% of the class as undergraduates or 3.5 as graduate
B. National Honorary Members. National honorary members
shall be persons outside the field, excluding those who
are employed in the field, who have made distinctive scholarly
and research contributions to the field.
Section 3. Additional Qualifications. Membership
in the Society is open to qualified candidates including
persons with disability, without regard to age, color, gender,
national origin, race, religion, and/or sexual orientation.
Section 4. Privileges of Membership. Active members
shall have the right to vote, hold office, be elected as
delegate to the Conclave, be elected or appointed to committees
of the Society and the chapters to which the members belong
provided other uniform criteria are met, and have
such other privileges as the Board of Directors or the Assembly
of Delegates shall determine. National honorary members
shall have all the privileges of active members except the
right to vote, hold office, or serve on committees.
Section 5. Dues. The dues, fees and assessments
for each category of membership shall be determined annually
by the Board. Annual dues shall cover the period of July
1 – June 30, which is the same period as the Society’s fiscal
year. The Board may use any reasonable method for determining
the amount of the dues. Billing and collection of dues
shall be determined by the Board. Nothing in this section
shall prohibit the Board from setting varying dues amounts
based upon different categories of membership.
If a member fails to pay dues, fees, or assessments, active
membership shall automatically terminate. A member may
be reinstated upon payment of the required dues, fees, or
assessments. Undergraduate collegiate members shall not
be required to pay further national dues until after the
baccalaureate degree is granted.
Section 6. Meetings. An annual meeting of the Members
shall be held in the first week of August for the purpose
of electing directors and for such other business as may
come before the meeting. Except as stated below, the Board
or twenty-five (25) percent of the Members may change the
date of the annual meeting by providing notice of the change
and notice pursuant to Section 7. The date of the annual
meeting of the Members cannot be changed within the thirty
(30) days preceding the date on which the annual meeting
is to be held unless consented to in writing, or by resolution
adopted at a meeting, by all the Members entitled to vote
at the annual meeting.
Section 7. Special Meetings of Members. Special
meetings of the Members for any purpose or purposes may
be called by the Board or by twenty-five (25) percent of
Section 8. Place of Meeting. The Board may designate
any place, within or without the State of Michigan as the
place of meeting for any annual meeting or for any special
meeting of the Members called by the Board. A waiver of
notice signed by all Members entitled to vote at a meeting
may designate any place, either within or without the State
of Michigan, as the place for the holding of the meeting.
If no designation is made, or if a special meeting is otherwise
called, the place of meeting shall be the principal office
of the Society in the State of Michigan.
Section 9. Notice of Meetings of Members.
A. Annual Meetings. At least ten (10) days, but
not more than sixty (60) days, prior to the date fixed for
the holding of the annual meeting of Members, written or
printed notice stating the place, day and hour of the meeting
shall be delivered, either personally or by mail, to each
Member of record entitled to vote at such meeting. This
notice must include a proxy card which: (1) provides an
option for a Member to vote by proxy; (2) designates two
Members appointed by the Board to vote the membership interest
by proxy; and (3) lists each item on which the Members will
vote at such meeting. A member shall have the option of
voting by proxy by submitting this proxy card in advance
of the Annual meeting and indicating an affirmative or negative
vote for each listed matter.
B. Special Meetings. At least ten (l0) days,
but not more than sixty (60) days, prior to the date fixed
for the holding of any special meeting of Members, written
notice of the time, place and purpose of the meeting shall
be delivered, either personally or by mail, to each Member
of record entitled to vote at the meeting. No business
not mentioned in the notice shall be transacted at the meeting.
This notice must include a proxy card as set forth in Subpart
(A) of this Section.
C. Mailing. Every notice shall be deemed duly
served when the same has been deposited in the United States
mail, with postage fully prepaid, addressed to the Member
at the Member's address as it appears in the records of
D. Waiver. Attendance of a Member at a meeting
of Members constitutes a waiver of notice, except when attendance
is for the express purpose of objecting to the transaction
of any business, at the commencement of the meeting, because
the meeting was not lawfully called or convened. A waiver
of notice in writing, signed by the person or persons entitled
to such notice, whether before or after the holding of the
meeting, shall be deemed equivalent to the giving of notice.
Section 10. Quorum. Members entitled to cast a
majority of the votes at a meeting, whether physically present
or present by written proxy, shall constitute a quorum at
Section 11. Proxies. A Member entitled to vote
at a meeting, or a Member wishing to express consent or
dissent without a meeting may authorize other persons to
act for the Member by proxy.
Section 12. Voting of Members. Each Active Member
of the Society is entitled to one vote upon each matter
submitted to a vote at a meeting of its Members except as
the Articles of Incorporation otherwise provide. Members
may also vote in advance of the meeting by submitting their
votes by proxy, using the form provided in the Notice.
A written proxy must be received by the date of the meeting
in order to be counted.
Section 13. Resignation. A member desiring to resign
from the Society shall submit such resignation in writing
to the Executive Director. Any member having resigned from
membership may be reinstated upon application to the Executive
Director and upon meeting such uniform terms and conditions
as may be established by the Board of Directors.
Section 14. Suspension or Termination of Membership.
If a member fails to pay dues, fees, or assessments, active
membership shall automatically terminate. A member may be
reinstated by payment of required dues, fees, or assessments.
In addition, membership in the Society may be suspended
or terminated by the Board of Directors for just cause.
Sufficient cause for such suspension or termination of membership
may result from violation of this Constitution or any lawful
rule or practice adopted by the Society or other conduct
deemed by the Board of Directors to be prejudicial to the
best interests of the Society. A statement of the charges
shall be sent by registered mail to the last recorded address
of the member, accompanied by notice of the time and place
of the meeting at which the charges are to be considered.
At least thirty days notice shall be given, and the member
shall have the opportunity to appear in person or to be
represented by counsel and to present any defense to such
charges before action is taken by the Board of Directors.
The Board may adopt such rules as may be necessary to assure
due process to the member. The decision for suspension or
termination shall be by a two-thirds vote of the Board of
Directors. A member suspended or terminated for just cause
shall not be entitled to return of dues.
ASSEMBLY OF DELEGATES
Section 1. General Powers. The Assembly of Delegates
shall be the policy-making body of the Society, subject
to this Constitution and the laws of the State of Michigan.
The Assembly acts in a representative capacity for all of
the Society’s members.
Section 2. Membership. The voting members of the
Assembly of Delegates shall consist of the members of the
Board of Directors, one delegate from each collegiate chapter,
and one delegate from each alumni chapter with a membership
of 100 members or fewer. An additional delegate for each
100 members above a membership of 100 shall be allowed alumni
chapters. A quorum shall consist of a majority of the registered
Section 3. Meetings. Meetings of the Society shall
be known as Conclaves. The Assembly of Delegates shall
meet at Conclaves scheduled at a time and place determined
by the Board of Directors.
Section 4. Notice. The official call to Conclave
giving the time and place of the meetings of the Assembly
of Delegates shall be published in an official publication
of the Society at least 90, but no more than 120, days in
advance of the Conclave.
BOARD OF DIRECTORS
Section 1. General Powers and Duties. Except as
provided in the Articles of Incorporation, the business,
property, and affairs of the Society shall be managed by
its Board. The Board of Directors shall have general supervision
of the Society between meetings of the Assembly of Delegates;
shall develop governing policies that concern ends, executive
limitations, board process, and board/executive director
relations; and is vested with full power to conduct all
business of the Society between meetings of the Assembly
of Delegates. The Board of Directors shall be subject to
the orders of the Society and none of its actions shall
conflict with action taken by the Society. The duties of
the Board of Directors shall include the following: appoint
an Executive Director who shall be chief administrator of
the Society; cause to be bonded all officers and employees
entrusted with property, real or personal, belonging to
the Society; cause the financial reports of the Society
to be examined annually and at the time shall determine
what level of examination is needed; report budget policy
and financial status to the Assembly of Delegates; review
the reports of officers and committees of the Society and
any recommendations and resolutions to come before the Assembly
of Delegates and to make recommendations thereto; propose
policies to the Assembly of Delegates for their consideration;
adopt rules and regulations for the conduct of the affairs
of the Society; and perform such other duties as are prescribed
or permitted by the laws of the State of Michigan for a
Board of Directors or by this Constitution and the policies
adopted by the Assembly of Delegates.
Section 2. Membership. Except to the extent otherwise
provided by law, by the Articles of Incorporation, or by
this Constitution, the Board shall consist solely of those
Officers and Student Board Members elected, respectively,
by vote of the Active Members and Assembly of Delegates,
as set forth in Article VI of this Constitution.
Section 3. Term of Office; Tenure. The term for
each member of the Board shall be in accordance with the
office held by that Board member, as set forth in Article
VI of this Constitution. Each Director shall serve until
his or her successor is elected.
Section 4. Removal. Any Director may be removed
with cause by the Board, subject to Article VI, Section
6 of this Constitution. The Board may, by majority vote,
establish procedures for removing a Director with cause,
consistent with those procedures set forth in Article VI
of this Constitution.
Section 5. Resignation. Any Director of the Society
may resign at any time by providing written notice to the
Society. Notice of resignation will be effective upon receipt
or at a subsequent time designated in the notice. A successor
may be appointed as provided in Section 11 of this Article.
Section 6. Meetings. The Board may provide, by
resolution, the date, time and place, within or without
the State of Michigan, for the holding of the annual and
additional regular meetings without other notice than the
resolution. Regular meetings of the Board of Directors
may also be called by the Chair or by any three members
of the Board.
Section 7. Special Meetings. Special meetings of
the Board shall be called upon the written request of a
majority of the members of the Board of Directors and also
may be called by the Chair of the Board. The person or
persons authorized to call special meetings of the Board
may fix the place within or without the State of Michigan
for holding any special meeting of the Board called by them,
and if no other place is fixed the place of meeting shall
be the principal business office of the Society in the State
Section 8. Notice; Waiver. Unless called during
a Conclave, notice of any special meeting shall be given
at least ten days prior to the special meeting by written
notice, stating the time and place of the meeting, delivered
personally, sent by facsimile or, if approved by the Director,
by e-mail to each Director at the Director's business or
electronic address on file with the Secretary of the Board.
Any Director may waive notice of any meeting by written
statement, facsimile or e-mail, sent by the Director, signed
before or after the holding of the meeting. The attendance
of a Director at a meeting constitutes a waiver of notice
of such meeting, except where a Director attends a meeting
for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called
or convened. For special meetings, which are called during
a Conclave, notice is not required to be given. However,
business shall be limited to that which is stated in the
Section 9. Quorum. A majority of the total number
of seats for Directors constitutes a quorum for the transaction
of business at any meeting of the Board, but if less than
a majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without
Section 10. Manner of Acting. The act of the majority
of the Directors present at a meeting at which a quorum
is present shall be the act of the Board.
Section 11. Vacancies and Enlargement. Any vacancy
(by expiration of term, removal, resignation, death, or
otherwise) or allowed enlargement occurring in the Board
may be filled by a person selected by the Members or Assembly
of Delegates who selected the Director.
Section 12. Presumption of Assent. A Director of
the Society who is present at a meeting of the Board at
which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless that Director's
dissent shall be entered in the minutes of the meeting or
unless that Director shall file a written dissent to such
action with the person acting as the Secretary of the meeting
before the adjournment thereof or shall forward such dissent
by registered mail to the Secretary of the Society immediately
after the adjournment of the meeting. This right to dissent
shall not apply to a Director who voted in favor of such
Section 13. Consent to Board Actions. Any action
required or permitted to be taken at a meeting of the Board
may be taken without a meeting, without prior notice, and
without a vote if a consent in writing, setting forth the
action so taken, is signed by a majority of the Directors
having not less than the minimum number of votes necessary
to authorize or take the action at a meeting where all eligible
directors were present and voted. Such consent shall have
the same effect as a vote of the directors and may be stated
as such in any articles or document filed with the State
of Michigan. Written consents shall be filed with the minutes
of the Board’s proceeding.
Section 14. Participation By Conference Telephone.
Unless otherwise prohibited under applicable law, Directors
may participate in meetings by conference telephone or similar
communications equipment by which all persons participating
in the meeting may hear each other if all participants are
advised of the communications equipment and the names of
the participants in the conference are divulged to all participants.
Participation in a meeting pursuant to this section constitutes
presence in person at the meeting.
OFFICERS, STUDENT BOARD MEMBERS, AND
Section 1. Number. The officers of the Society
shall be the Chair, Chair-Elect, First Vice Chair, Second
Vice Chair, and Secretary, elected by the Active Members
by mail ballot. There shall also be three collegiate Student Board Members,
elected by the Assembly of Delegates. As referenced in
Article V, Section 2 of this Constitution, the officers
and the three Student Board Members shall constitute the
Board of Directors for the Society. In addition, the Board
shall appoint an Executive Director of the Society who shall
be accountable to the Board. The Executive Director shall
not be considered an officer or a member of the Board of
Section 2. Eligibility. To be eligible for nomination
to any national office except that of Student Board Member,
a candidate shall have previous service as a Society or
predecessor society officer, committee chair, committee
member, chapter adviser, or alumni chapter officer and shall
have been an active member for a minimum of twelve months
prior to nomination.
Section 3. Term of Office; Tenure. The Executive
Director shall be selected by and hired by the Board. All
other officers shall hold office for the following terms
or until their successors are elected. The Chair-Elect
shall be elected biennially in even years to serve a one-year
term as Chair-Elect followed by a two-year term as Chair.
The First Vice Chair and Secretary shall be elected in even-numbered
years to serve two-year terms. The Second Vice Chair shall
be elected in odd-numbered years to serve a two-year term.
No member shall be eligible to serve more than two consecutive
terms in the same office. A member having served more than
half a term shall be deemed to have served a term. The term
of office shall begin on January 1 following the election.
Each officer of the Board shall hold office while qualified
for one year or until his or her successor is named and
qualifies, or until the officer resigns or is removed in
the manner provided in this Article.
Section 4. Removal. Any elected officer or Student
Board Member may be removed for just cause. Sufficient cause
for such removal may be violation of this Constitution or
any lawful rule, practice, or procedure adopted by the Society
or other conduct deemed by the Board of Directors to be
prejudicial to the best interest of the Society. For removal
of an elected officer/Student Board Member for cause, it
shall be necessary for the Board of Directors to hold a
formal hearing. A statement of the charges shall be sent
by registered mail to the last recorded address of the officer/Student
Board Member, accompanied by notice of the time and place
of the meeting at which the charges are to be considered.
At least thirty days notice shall be given, and the officer/Student
Board Member shall have the opportunity to appear in person
or to be represented by counsel and to present any defense
to such charges before action is taken. The Board of Directors
shall adopt such rules as may be necessary to assure due
process to the officer/Student Board Member. Upon a two-thirds
affirmative vote, the Board of Directors shall recommend
removal to the Assembly of Delegates. At the next meeting
of the Conclave, the Assembly of Delegates shall, by a majority
vote, approve or reject the recommendation of the Board
Section 5. Vacancies. Should the office of Chair
become vacant, the Chair-Elect shall become Chair automatically,
to serve for the unexpired term and for the term immediately
following. In even years, the First Vice Chair shall fill
the vacancy for the unexpired term. Should the office of
Chair-Elect become vacant, it shall be filled by the First
Vice Chair. A vacancy in any other office shall be filled
by the Board of Directors, and approved by the Active Members
at their next meeting.
Section 6. Compensation. No member other than a
Society employee shall receive compensation for service
to the Society, unless specifically authorized by the Board
Section 7. Expenses. The Board of Directors may
authorize reimbursement of expenses incurred in the performance
of their duties for the Society and prescribe procedures
for approval and payment of such expenses.
Section 8. Performance of Duties. The officers
shall perform the duties prescribed by this Constitution
and by the parliamentary authority adopted by the Society.
Section 9. Chair. The Chair shall preside at all
meetings of the Assembly of Delegates and Board of Directors,
serve as liaison to the Constitution Committee, serve as
an ex officio member of all committees except the Nominating
Committee, and provide leadership of the Society on behalf
of the members.
Section 10. Chair-Elect. The Chair-Elect shall
preside in the absence of the Chair and fill any vacancy
in the office of Chair, recommend appointments for expiring
committee memberships to the Board of Directors and shall
have such other duties as may be determined by the Board
of Directors to accomplish Society priorities.
Section 11. First Vice Chair. The First Vice
Chair shall fill any vacancy in the office of Chair-Elect
and Chair in even years, and shall have such other duties
as may be determined by the Board of Directors to accomplish
Section 12. Second Vice Chair. The Second Vice
Chair shall have such other duties as may be determined
by the Board of Directors to accomplish Society priorities.
Section 13. Secretary. The Secretary shall keep
a record of all proceedings of the Conclave and the Board
of Directors and of all decisions made by mail ballots,
develop an annual summary of Society activities and accomplishments
for inclusion in the Society history, provide leadership
for maintaining the policies and procedures manuals, and
shall have such other duties as may be determined by the
Board of Directors to accomplish Society priorities.
Section 14. Student Board Members. The Student
Board Members shall serve as fully participating members
of the Board of Directors and represent an ownership of
diverse people who have many points of view and shall have
such other duties as may be determined by the Board of Directors
to accomplish Society priorities.
Section 15. Executive Director. The Executive Director
shall serve under the direction of the Board of Directors
as the chief executive officer of the Society. The Executive
Director shall implement policies and programs of the Assembly
of Delegates and Board of Directors; be responsible for
relations with chapters, members, and external groups; supervise
and manage the offices of the Society and engage all employees;
serve as custodian of properties, deeds, records, and archives
belonging to the Society and hold, invest, and disburse
monies according to policies established by the Board of
Directors; provide leadership for long-range planning; serve
as Editor of Society publications; and coordinate and expedite
work of the Assembly of Delegates, Board of Directors, and
national committees. The Executive Director shall be required
to attend all meetings of the Board of Directors.
Section 1. Establishment of Committees. Committees
shall be established by the Assembly of Delegates or by
the Board of Directors. The Committee Chair and members
shall be appointed by the Board of Directors with the exception
of the Editorial Committee and the Nominating Committee,
which shall be elected. To be eligible for service on a
national committee, a candidate shall have been an active
member for the preceding twelve months prior to appointment.
Section 2. Committees and Their Duties. The Committees
of the Society shall include the following:
A. The Awards Committee shall review selection policies,
review applications for awards, and select recipients. This
is a staff committee.
B. The Constitution Committee shall recommend to the
Board of Directors amendments to the Constitution and shall
review and approve bylaws of individual chapters. This is
a board committee.
C. The Editorial Committee shall determine editorial
policies, select guest editors and themes, identify and
recommend reviewers, determine review procedures, and make
recommendations for fiscal policies regarding Kappa Omicron
Nu FORUM to the Board of Directors. The membership shall
consist of six professional members. The editor shall serve
as an ex officio member, without vote. Two professional
members shall be elected by mail ballot annually to serve
three-year terms or until their successors are elected.
This is a staff committee.
D. A Nominating Committee of five shall be elected
by mail ballot. Each active member shall be eligible to
vote. Terms shall be for two years or until the successors
are elected. Two members shall be elected in even-numbered
years; three members shall be elected in odd-numbered years.
Members of the Nominating Committee shall not serve consecutive
terms. The Committee Chair shall be appointed annually by
the Board of Directors from among the five members. It shall
be the responsibility of the Nominating Committee to propose
at least one candidate for each office and committee vacancy
to be filled. In the even of a tie in the election, the
Nominating Committee shall vote to break the tie. A member of the Nominating Committee may not
be nominated for any office or committee vacancy without
resigning as a member of the Nominating Committee. This
is a board committee.
Section 3. Vacancy. A vacancy in any committee
shall be filled by the Board of Directors.
Section 4. Powers. A committee designated by the
Board may exercise any powers of the Board to the extent
provided by resolution of the Board. No committee, however,
shall have the power to:
A. Amend the articles of incorporation;
B. Adopt an agreement of merger or consolidation;
C. Amend the bylaws of the Society; or
D. Fix compensation of any officer.
Section 5. Meetings. Committees shall meet as directed
by the Board, and their meetings shall be governed by the
rules provided for meetings of the Board. Minutes shall
be recorded at each committee meeting and shall be presented
to the Board.
Section 6. Consent to Committee Actions. Any action
required or permitted to be taken pursuant to authorization
of a committee may be taken without a meeting if, before
or after the action, all members of the committee consent
to the action in writing. Written consents shall be filed
with the Board.
Section 1. Establishment of Collegiate Chapters.
A. A chapter of the Society may be established in a
college or university in the United States of America and
its territories offering a baccalaureate or advanced degree
as defined in Article II. The institution shall be fully
accredited by its regional accrediting agency, and the program
shall meet uniform criteria determined by the Board of Directors.
B. A chapter-at-large may be established by two or
more institutions, which are so located that a joint chapter
is feasible and provided that each institution is qualified
except in size of program.
C. International chapters may be established according
to uniform criteria determined by the Board of Directors.
D. A group desiring a charter for a collegiate chapter
shall petition the Board of Directors of the Society. The
qualifications of such petitioning groups shall be examined
by the Board of Directors and, if approved, submitted to
the chapters by mail ballot. A two-thirds vote of those
chapters returning ballots by a date clearly specified on
the mail ballot shall be required for a charter to be granted.
Section 2. Alumni Chapters.
A. An alumni chapter may be established in a geographic
locality. Professional members who cannot participate in
a collegiate or alumni chapter may belong to a National
B. At least fifteen professional members of the Society
living in a geographic area and desiring to form an alumni
chapter may petition the Board of Directors for a charter.
Upon approval of their aims and proposed program, the Board
of Directors may grant a charter.
Section 3. Chapters in Good Standing. A chapter
in good standing shall comply with the Constitution, shall
meet uniform criteria determined by the Board of Directors,
shall have filed all required reports with the Executive
Director, and shall be current in all financial obligations
to the Society. The Board of Directors shall apply uniform
criteria to determine those chapters that are not in good
standing. Only chapters in good standing shall be eligible
to vote in a mail ballot or to have a delegate to Conclave.
Section 4. Chapters Not in Good Standing.
A. A chapter shall be declared inactive by the Board
of Directors in the event that (1) the institution at which
the chapter is located fails to meet the requirements listed
in Section 1 of this Article or (2) the chapter requests
B. A chapter may be placed on probation by the Board
of Directors if it fails to meet the criteria for a chapter
in good standing for two consecutive years.
C. A chapter may be suspended for cause by the Board
of Directors by a two-thirds vote. Sufficient cause for
such suspension may be violation of this Constitution or
any lawful rule or procedure adopted by the Society. Due
notice shall be given by the Board of Directors to the chapter
in question by registered mail, and reasonable opportunity
shall be allowed for the chapter to meet the requirements
or correct infractions before final action to suspend is
Section 5. Reporting of Meetings. Each chapter
shall determine the number of meetings to be held during
the year and report the same on the Chapter Annual Report.
Section 6. Officers. A chapter must have at least
three elected officers representing the functions of President,
Vice President, Secretary, Treasurer, and Editor. The elected
officers shall be the members of the chapter Executive Committee.
Section 7. Chapter Advisory Councils. Collegiate
chapters shall have chapter advisory councils. A chapter
advisory council shall consist of three or more professional
members, at least one of whom shall be a member of the faculty
of the institution.
Section 8. Dues. Chapter dues shall be determined
by the chapter.
Section 9. Designation of Chapters. A chapter,
which was formed by the predecessor society Kappa Omicron
Phi, shall have the prefix "Kappa" before its
Greek-letter chapter name. A chapter, which was formed by
the predecessor society Omicron Nu, shall have the prefix
"Omicron" before its Greek-letter name. The first
collegiate chapter chartered by Kappa Omicron Nu shall be
designated Nu Alpha, and the remainder of the chapters shall
follow according to the Greek alphabet with the prefix "Nu."
Section 10. Alumni Chapters. Alumni chapter names
shall be chosen by the members of the chapter.
Section 11. Election of Members. Nominations of
collegiate members shall be made by the Chapter Advisory
Council. Nominations of professional members may be made
by either a collegiate or an alumni chapter. Election shall
be by a two-thirds vote of the chapter. National honorary
members shall be nominated by a chapter or active member
and elected by the Board of Directors by a two-thirds vote.
INDIVIDUAL MEMBERSHIP AFFILIATION
Section 1. Membership Affiliation. Individual Membership
Affiliation contracts are available for colleges or universities
who wish to promote the mission but are unable to support
a Kappa Omicron Nu Chapter. The same institutional criteria
as that of chapters shall be required.
Section 2. Eligibility. The Kappa Omicron Nu National
Office shall conduct the membership process among students
who are certified as eligible by faculty of the institution.
Members who affiliate through this process shall be members
of the National Chapter.
Section 3. Benefits. All benefits of membership
shall accrue to this membership category except for chapter
Section 4. National Representation. Representation
of the National Chapter in Conclave and the Assembly of
Delegates shall be granted on a competitive application
process. Representation shall be determined on the basis
of 1 delegate for each 100 members.
Membership. At the conclusion of the term of office,
each Board Chair shall become a member of the Leadership
Council. The Leadership Council shall recognize the contribution
of chairs and shall have such other duties as may be determined
by the Board of Directors or the Assembly of Delegates.
Section 1. Publication. The official publication
of the Society shall be called Kappa Omicron Nu FORUM. It
shall be published and distributed regularly as a refereed
journal and a communication link to the membership.
Section 2. Additional Materials. Additional publications
may be authorized by the Board of Directors.
CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATE ACTS
Section 1. Contracts. The Board may authorize any
officer or officers, agent or agents, to enter into any
contract, to execute and deliver any instrument, or to acknowledge
any instrument required by law to be acknowledged in the
name of and on behalf of the Society. Such authority may
be general or confined to specific instances but the appointment
of any person other than an officer to acknowledge an instrument
required by law to be acknowledged should be made by instrument
in writing. When the Board authorizes the execution of
a contract or of any other instrument in the name of and
on behalf of the Society, without specifying the executing
officers, the Chair or Secretary may execute the same and
may affix the corporate seal thereto.
Section 2. Loans. No loans shall be executed on
behalf of the Society and no evidences of indebtedness shall
be issued in its name unless authorized by the Board. Such
authority may be general or confined to specific instances.
No loan or advance to or overdraft of withdrawal by an officer
or Director of the Society otherwise than in the ordinary
and usual course of the business of the Society, and on
the ordinary and usual course of the business or security,
shall be made or permitted unless each such transaction
shall be approved by a vote of two-thirds (2/3) of the Directors
excluding any Directors involved in such transactions and
a full and detailed statement of all such transactions and
any payments shall be submitted at the next meeting of the
Assembly of Delegates and the aggregate amount of such transactions
less any repayments shall be stated in the next annual report
to the Assembly of Delegates.
Section 3. Checks, Drafts, etc. All checks, drafts
or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Society,
shall be signed by such officer or officers, agent or agents,
of the Society and in such manner as shall from time to
time be determined by the Board.
Section 4. Deposits. All funds of the Society not
otherwise employed shall be deposited from time to time
to the credit of the Society in such banks, trust companies
or other depositories as the Board may select.
Section 5. Voting of Securities Owned by this Society.
Subject always to the specific directions of the Board,
any shares or other securities issued by any other corporation
and owned or controlled by this Society may be voted at
any meeting of security holders of such other corporation
by the Chair of this Society or by proxy appointed by the
Chair, or in the absence of the Chair and the Chair's proxy,
by the Secretary of this Society or by proxy appointed by
the Secretary. Such proxy or consent in respect to any
shares or other securities issued by any other corporation
and owned by this Society shall be executed in the name
of this Society by the Chair or the Secretary of this Society
without necessity of any authorization by the Board, affixation
of corporate seal or countersignature or attestation by
another officer. Any person or persons designated in the
manner above stated as the proxy or proxies of this Society
shall have full right, power and authority to vote the shares
or other securities issued by such other corporation and
owned by this Society the same as such shares or other securities
might be voted by this Society.
Section 6. Contracts Between Society and Related Persons.
Any contract or other transaction between this Society and
one or more of its Directors or officers, or between this
Society and any firm of which one or more Directors or officers
are members or officers, or are otherwise interested is
not void or voidable so long as the transaction complies
with Section 545 of the Act (or successor provision). This
Section shall not be construed to invalidate any contract
or other transaction, which would otherwise be valid under
the common and statutory law applicable thereto.
Section 1. Non-Derivative Actions. Subject to all
of the other provisions of this article, the Society shall
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal (other than
an action by or in the right of the Society) by reason of
the fact that the person is or was a Director or officer
of the Society, or is or was serving at the request of the
Society as a director, officer, partner, trustee or employee,
or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, whether for profit
or not for profit, against expenses (including attorneys'
fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if the person acted
in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Society,
and with respect to any criminal action or proceeding, if
the person had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall
not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of
the Society, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or
her conduct was unlawful.
Section 2. Derivative Actions. Subject to all of
the provisions of this article, the Society shall indemnify
any person who was or is a party to or is threatened to
be made a party to any threatened, pending or completed
action or suit by or in the right of the Society to procure
a judgment in its favor by reason of the fact that the person
is or was Director or officer of the Society, or is or was
serving at the request of the Society as a director, officer,
partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust
or other enterprise, whether for profit or not, against
expenses (including actual and reasonable attorneys' fees)
and amounts paid in settlement incurred by the person in
connection with such action or suit if the person acted
in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Society.
However, indemnification shall not be made for any claim,
issue or matter in which such person has been found liable
to the Society unless and only to the extent that the court
in which such action or suit was brought has determined
upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person
is fairly and reasonably entitled to indemnification for
the expenses which the court considers proper.
Section 3. Expenses of Successful Defense. To the
extent that a person has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Section 1 or 2 of this article, or in defense of any
claim, issue or matter in the action, suit or proceeding,
the person shall be indemnified by the Society against expenses
(including actual and reasonable attorneys' fees) incurred
by such person in connection with the action, suit or proceeding
and in any action, suit or proceeding brought to enforce
the mandatory indemnification provided by this article.
Section 4. Definition. For the purposes of Sections
1 and 2, "other enterprises" shall include employee
benefit plans; "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit
plan; and "serving at the request of the Society"
shall include any service as a Director, officer, employee,
or agent of the Society which imposes duties on, or involves
services by, the Director or officer with respect to an
employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner the
person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan
shall be considered to have acted in a manner "not
opposed to the best interests of the Society" as referred
to in Sections 1 and 2.
Section 5. Contract Right; Limitation on Indemnity.
The right to indemnification conferred in this article shall
be a contract right, and shall apply to services of a Director
or officer as an employee or agent of the Society as well
as in such person's capacity as a Director or officer.
Except as provided in Section 3 of this article, the Society
shall have no obligations under this article to indemnify
any person in connection with any proceeding, or part thereof,
initiated by such person without authorization by the Board.
Section 6. Determination That Indemnification Is Proper.
Any indemnification under Section 1 or 2 of this article
(unless ordered by a court) shall be made by the Society
only as authorized in the specific case upon a determination
that indemnification of the person is proper in the circumstances
because the person has met the applicable standard of conduct
set forth in Section 1 or 2, whichever is applicable. Such
determination shall be made in any of the following ways:
A. By a majority vote of a quorum of the Board consisting
of Directors who were not parties to such action, suit or
B. If the quorum described in clause (A) above is not
obtainable, then by a committee of Directors who are not
parties to the action. The committee shall consist of not
less than two disinterested Directors.
C. By independent legal counsel in a written opinion.
Section 7. Proportionate Indemnity. If a person
is entitled to indemnification under Section 1 or 2 of this
article for a portion of expenses, including attorneys'
fees, judgments, penalties, fines, and amounts paid in settlement,
but not for the total amount thereof, the Society shall
indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which
the person is entitled to be indemnified.
Section 8. Expense Advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding
described in Section 1 or 2 of this article may be paid
by the Society in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking
by or on behalf of the person involved to repay the expenses
if it is ultimately determined that the person is not entitled
to be indemnified by the Society. The undertaking shall
be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.
Section 9. Non-Exclusivity of Rights. The indemnification
or advancement of expenses provided under this article is
not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled
under a contractual arrangement with the Society. However,
the total amount of expenses advanced or indemnified from
all sources combined shall not exceed the amount of actual
expenses incurred by the person seeking indemnification
or advancement of expenses.
Section 10. Indemnification of Employees and Agents
of the Society. The Society may, to the extent authorized
from time to time by the Board, grant rights to indemnification
and to the advancement of expenses to any employee or agent
of the Society to the fullest extent of the provisions of
this article with respect to the indemnification and advancement
of expenses of Directors and officers of the Society.
Section 11. Former Directors and Officers. The
indemnification provided in this article continues as to
a person who has ceased to be a Director or officer and
shall inure to the benefit of the heirs, executors and administrators
of such person.
Section 12. Insurance. The Society may purchase
and maintain insurance on behalf of any person who is or
was a Director, officer, employee or agent of the Society,
or is or was serving at the request of the Society as a
director, trustee, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity or arising
out of his or her status as such, whether or not the Society
would have power to indemnify him or her against such liability
under this article or the laws of the State of Michigan.
Section 13. Changes in Michigan Law. In the event
of any change of the Michigan statutory provisions applicable
to the Society relating to the subject matter of this article,
then the indemnification to which any person shall be entitled
hereunder shall be determined by such changed provisions,
but only to the extent that any such change permits the
Society to provide broader indemnification rights than such
provisions permitted the Society to provide prior to any
Governing Rules. The rules contained
in the current edition of Robert's Rules of Order Newly
Revised shall govern the Society in all cases to which they
are applicable and in which they are not inconsistent with
this Constitution and any special rules of order the Society
AMENDMENT OF CONSTITUTION
This Constitution may be amended in any one of the following
A. An amendment approved by the Board of Directors by
majority vote may be adopted by the Assembly of Delegates
by a two-thirds vote, provided that the amendment has been
submitted in writing to the chapters 120 days before the
B. An amendment approved by the Board of Directors by
a two-thirds vote may be adopted by the Assembly of Delegates
by a three-fourths vote without notice to chapters.
C. An amendment approved by the Board of Directors by
a two-thirds vote may be submitted to the chapters by mail
ballot to be voted upon by each individual member at a regular
or special meeting of each chapter. Each chapter shall
be responsible for forwarding the votes of its members to
the Registered Office of the Society by a date clearly specified
on the mail ballot. Adoption shall be by a two-thirds vote
of the members of those chapters returning ballots by a
date clearly specified on the mail ballot.
D. An amendment approved by the Board of Directors by
a majority vote and by the Assembly of Delegates by a two-thirds
vote without notice to chapters may be submitted to the
chapters by mail ballot to be voted upon by each individual
member at a regular or special meeting of each chapter.
Each chapter shall be responsible for forwarding the votes
of its members to the Registered Office of the Society by
a date clearly specified on the mail ballot. Adoption shall
be by a two-thirds vote of the members of those chapters
returning ballots by a date clearly specified on the mail
This Constitution was duly adopted as and for the bylaws
of a Michigan corporation by unanimous consent of the Board
on the 19th day of January 2002 and by the Assembly
of Delegates on the 9th day of August 2003.