Kappa Omicron Nu, Incorporated
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Kappa Omicron Nu National Office
1749 Hamilton Road, Suite 106
Okemos, MI 48864
Telephone: (517) 351-8335
E-mail: [email protected] 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 campus.
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 development—intellectual, 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 organization.
mission of Kappa Omicron Nu is
who use an integrative approach to enhance quality of living through
excellence in scholarship, leadership, and research.
Kappa Omicron Nu values recognition, reward, advancement and strong affiliation networks.
These 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 institutions,
- 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 institution; and
- 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, and
- have a minimum GPA of 3.5 on a 4.0 scale.
Any chapter, at its discretion, may establish higher collegiate eligibility criteria.
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 practice,
- 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.
2014-2015: $58.00 2015-2016:
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 dues.
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 of manuscripts.
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 minor.
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, or organizations.
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 that are not consistent with the regulations and policies of the educational institution.
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
Chair-Elect - Dr. Joni Roh - California University of Pennsylvania
First Vice Chair - Dr. Kendra Brandes - Bradley University
Second Vice Chair – Dr. Bridget Clinton – University of Maryland-Eastern Shore
Secretary - Dr. Bonita Manson - South Carolina State University
Student Board Members:
- Grace Chee - Michigan State University
- Brittany Cowdery - Harding University
- Megan Jackson - Eastern Illinois University
Executive Director and Editor - Dr. Dorothy I. Mitstifer - East Lansing, Michigan
Award Committee I - Doctoral Fellowships
- Dr. Janelle Walter, Chair - Baylor University
- Dr. Jan Taylor - Mississippi State University
- Dr. Jamie Sailors - Auburn University
Award Committee II - Master's Fellowships
- Dr. Sharon Barley, Chair – New Mexico State University
- Dr. Cheryl Robinson - University of Tennessee-Chattanooga
- Dr. Jan Shane Murphy – Illinois State University
Award Committee III - Research/Project Grants
- Dr. Virginia L. Clark, Chair - North Dakota State University
- Dr. Frances E. Andrews – Vestavia Hills, Alabama
- Dr. Jan Van Buren - West Lafayette, Indiana
Constitution and Bylaws Committee
- Dr. Mary Pritchard, Chair - Northern Illinois University
- Dr. Sue Ballard de Ruiz - Tennessee State University
- Dr. Diana Carroll – Morristown, Tennessee
- Dr. Sharon Ballard, East Carolina University
- Dr. Rebecca Hess, California University of Pennsylvania
- Dr. Carol Kellett, Kansas State University
- Carol Lucas, Barboursville, WV
- Dr. Jan Murphy, Illinois State University
- Dr. Penny Ralston, Florida State University
- Dr. Kitty Coffey, Carson-Newman University
- Dr. Sammie Garner, Appalachian State University
- Dr. Angela Radford Lewis, East Tennessee State University
- Dr. Kathleen Rees, Texas A & M University-Kingsville
- Dr. Janelle Walter, Baylor University
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
WASHINGTON STATE UNIVERSITY-VANCOUVER
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
NU ALPHA DELTA CHAPTER
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 the Society.
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 students.
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 the Members.
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 the Society.
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 the meeting.
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 voting delegates.
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 of Michigan.
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 call.
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 further notice.
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 action.
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 APPOINTED AGENTS
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 Directors.
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 of Directors.
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 of Directors.
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 Society priorities.
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 Alumni Chapter.
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 inactive status.
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 taken.
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 leadership.
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 proceeding.
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 such change.
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 may adopt.
AMENDMENT OF CONSTITUTION
This Constitution may be amended in any one of the following ways:
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 meeting.
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 ballot.
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.