Bylaws, Policies & Guidelines
NAME AND OBJECT
This Society, which was established to promote and recognize scholarship and character among students of dentistry, is named Omicron Kappa Upsilon, Inc.
This Society is organized as a non-profit corporation and none of its net income inures to the financial benefit of any individual or individuals.
Section 1. Principle Place of Business
The principal place of business of Omicron Kappa Upsilon and the principal executive offices of the non-profit corporation shall be located in the City of Lincoln, Lancaster County, State of Nebraska, the place of incorporation. The corporation may have such other offices, either within or without the State of Nebraska, as the Board of Directors may designate or as the business of Omicron Kappa Upsilon, Inc. may require from time to time.
Section 2. Registered Office
The registered office of the corporation shall be:
The University of Nebraska Medical Center
College of Dentistry
40th and Holdrege Streets
Lincoln, Nebraska 68583-0740
The name of the registered agent at such address is Dr. Jon B. Suzuki or current Secretary-Treasurer. The address of the registered office may be changed from time to time by the Board of Directors.
MEMBERS AND STRUCTURE OF CORPORATION
Section 1. Members
The Corporation shall have two classes of members:
- The Supreme Chapter, representative of all the component chapters; and
- Component Chapters, organized by faculties of dental schools in the United States and Canada.
Each of such class of members shall have one or more sub-classes of members as more fully set forth hereinafter.
Section 2. Supreme Chapter
The Supreme Chapter shall consist of its officers (see Article IV); the honorary members of the Supreme Chapter; and the active component member delegates or alternates, selected by and representing the component chapters in good standing.
Classification of Membership in the Supreme Chapter shall be divided into two (2) classes: active and honorary.
- The active members of the Supreme Chapter shall consist of its officers and one active-member delegate, or alternate, from and selected by each component Chapter. Active members shall be voting members.
The voting members of the Supreme Chapter may elect to honorary membership any member of the dental profession who has made an outstanding contribution to the art, science, or literature of dentistry, and others not members of the dental profession who have made similar outstanding contribution to the advancement of dentistry. At any annual meeting, one person may be elected to honorary membership by a two-thirds (2/3) vote of the delegates in attendance. Component chapters and individual members should submit names and curriculum vitae prior to December 1, to the Secretary of the Supreme Chapter.
The Board of Directors of the Supreme Chapter shall study the qualifications of all such candidates and determine those eligible pursuant to the Bylaws. Of those eligible, only one may be nominated by the Board of Directors at the next officially convened annual business meeting. Honorary members of the Supreme Chapter shall not be voting members thereof.
- The terms art, science, or literature of dentistry wherever appearing in the Bylaws of the Supreme Chapter or of Component Chapters of this Society shall be interpreted as follows:
- The voting members of the Supreme Chapter may elect to honorary membership any member of the dental profession who has made an outstanding contribution to the art, science, or literature of dentistry, and others not members of the dental profession who have made similar outstanding contribution to the advancement of dentistry. At any annual meeting, one person may be elected to honorary membership by a two-thirds (2/3) vote of the delegates in attendance. Component chapters and individual members should submit names and curriculum vitae prior to December 1, to the Secretary of the Supreme Chapter.
"The art of dentistry" shall imply skill in performance, acquired by experience, study and observation and may be manifested by presentation, before graduate, post-graduate, refresher courses or dental meetings not sponsored or financed by a business firm or commercial enterprise, of a method of performing an operation or the development of an instrument, appliance, machine or equipment to facilitate dental operations with no purpose of self-profit.
"The science of dentistry" shall be interpreted as the introduction of a new theory or suggestion and based upon facts which have been established by study, observation and research, as distinguished from skill in performance.
"The literature of dentistry" shall imply the publication of a book or the publication, in a professionally controlled journal on dentistry or its allied sciences, of an original essay, treatise or thesis.
Section 3. Component Chapters
Membership Composition--Component Chapters. Component Chapters shall consist of charter, alumni, faculty, honorary, and life members.
- Charter Members are members of the faculty whose names appear on the charter as founders of the chapter. They shall have all the privileges of active members while remaining a member of the dental school faculty.
Alumni Members shall be elected as follows:
Graduating students. A list containing the names of at least the upper 20% of the graduating class (class: a group that generally began studies together) who rank highest in scholarship for the entire period that they have been in attendance at a dental school shall be submitted by or secured from the Dean. From any on this list, a number constituting not more than 12% of the entire class, who, in addition to scholarship, have demonstrated exemplary traits of ethical character and potential qualities of future professional growth and attainments, may be elected to alumni membership by the active members of the component chapter. The election of such members may be held at the discretion of the active members at any time after the beginning of the last term (quarter or semester) by which at least 80% of the class has the potential to graduate.
The method of balloting shall be determined by the component chapters. A two-thirds affirmative vote of the active members of the Component Chapter who participate in the voting shall be necessary to elect a student or an alumnus to alumni membership. If 12% of the class shall be less than three, a maximum of three students may be elected.
Graduating international students. A list containing the names of at least the upper 20% of the graduating international students (a student with a foreign dental degree who has completed all of the requirements necessary to be awarded the D.D.S. or D.M.D. degree) who rank highest in scholarship for the entire period that they have been in attendance at a dental school shall be submitted by or secured from the Dean. From any on this list, a number constituting not more than 12% of this group of students, who, in addition to scholarship, have demonstrated exemplary traits of ethical character and potential qualities of future professional growth and attainments, may be elected to alumni membership by the active members of the component chapter. The election of graduating international students may be held at the discretion of the active members and must occur at the time of the election of graduating students as in section 3a, (2a).
The method of balloting shall be determined by the component chapters. A two-thirds affirmative vote of the active members of the Component Chapter who participate in the voting shall be necessary to elect a graduating international student to alumni membership. If 12% of the graduating international students shall be less than one, a maximum of one student may be elected.
- Alumni of any dental school, in which since their graduation a Component Chapter has been established, may be elected to alumni membership, providing their standing as students would have made them eligible to membership. Such eligibility, however, shall be conditional upon adherence to the Principles of Ethics and Code of Professional Conduct of the American Dental Association since graduation.
- Alumni members who become members of a dental school faculty are eligible for all the privileges of active members.
- Graduating students. A list containing the names of at least the upper 20% of the graduating class (class: a group that generally began studies together) who rank highest in scholarship for the entire period that they have been in attendance at a dental school shall be submitted by or secured from the Dean. From any on this list, a number constituting not more than 12% of the entire class, who, in addition to scholarship, have demonstrated exemplary traits of ethical character and potential qualities of future professional growth and attainments, may be elected to alumni membership by the active members of the component chapter. The election of such members may be held at the discretion of the active members at any time after the beginning of the last term (quarter or semester) by which at least 80% of the class has the potential to graduate.
- Faculty Members are the dentists in a dental school faculty who have been elected to membership after service as a full-time teacher for three years or a part-time teacher for six years at the school where he/she is being nominated. Full-time and part-time shall be defined by the administration of each school of dentistry. Two part-time years will be the equivalent of one full-time year. To be eligible for election, a member of a faculty shall have made outstanding contribution to the art, science, or literature of dentistry [see Article III, Section 2(b)2] in addition to the minimum period of service described above. The maximum number of faculty members elected by a component chapter at an annual meeting may not exceed 20% of the total number of newly elected alumni members [as defined in Article III, Section 3a, (2a)] elected by that component chapter. If 20% of the graduating students shall be less than one, a maximum of one faculty member may be elected. A two-thirds (2/3) affirmative vote of the active members of the component chapter who participate in the voting shall be necessary to elect to faculty membership. They are eligible for all the privileges of active members.
Honorary Members.The component chapter may elect to honorary membership any dentist (who is not a faculty member of a dental school) who has made outstanding contribution to the art, science, or literature of dentistry, and others who have made similar contribution to the advancement of dentistry. At any annual meeting only one (1) person may be elected to such honorary membership. A two-thirds (2/3) affirmative vote of the active members of the component chapter who participate in the voting will be necessary to elect.
An honorary member of the Supreme Chapter or of a Component Chapter is entitled to the privileges of active membership. An honorary member of the Supreme Chapter may attend the meetings of any component chapter.
- Life Members. To be granted life membership by a component chapter, one must have been an Active or Associate Member for 30 years and have reached the age of 60. Life members are exempt from dues. Life members retain all privileges of Active Members while remaining a member of the dental school faculty. The method of acknowledgement and balloting shall be determined by the component chapter.
Classes of Membership Activity-Component Chapters
- Active Members. All charter members are active members while remaining a member of the dental school faculty. All alumni, faculty, and honorary members who are members of the dental school faculty and have been approved by the Component Chapter are active members. Only active members may vote or be elected to office.
- Associate Members are all those members of a component chapter who are not Active Members, but do support the component chapter by payment of dues with a regularity satisfactory to the Executive Committee of the Component Chapter.
- Inactive Members are those members of a component chapter who are not Active or Associate members and who do not pay dues. Inactive members may be reinstated as Associate or Active members upon the payment of unpaid dues and the approval of the Executive Committee of the Component Chapter.
- All classes of membership may receive regular communication from their component chapter and may attend all convocations and award ceremonies.
- In the event a dental school closes, Active, Associate, or Inactive Members of the closed school’s component chapter may petition any active O.K.U. chapter for Associate Membership. A two-thirds (2/3) affirmative vote of the active members of the component chapter who participate in the voting shall be necessary to elect these individuals to membership.
BOARD OF DIRECTORS AND OFFICERS OF THE SUPREME CHAPTER
Section 1. Designated Officers
The officers of the Supreme Chapter shall consist of a President, President-Elect, Vice-President, Secretary-Treasurer, and Editor.
Section 2. Board of Directors
The Board of Directors shall be made up of the President, President-elect, Vice-president, Secretary-Treasurer, and Editor of the Supreme Chapter. The Board of Directors shall be vested with the general powers necessary to manage the business and affairs of the corporation. The duties of the Board of Directors shall include, but not be limited to:
- To serve as the acting Board of Directors and manage the business and affairs of the non-profit corporation, in accordance with these Bylaws and the law.
- To receive and consider all petitions for the establishment of new Component Chapters, and to refer these petitions with recommendations to the Component Chapters for action.
- To issue charters when petitions therefore have been approved by the Component Chapters.
- To determine the eligibility of all persons who have been nominated for honorary membership in the Supreme Chapter.
- To decide all matters relating to the general welfare of the Society, for which the Bylaws do not provide.
- To electronically publish, if and when justified, the official organ of the Society, which shall be known as the "Bulletin of Omicron Kappa Upsilon."
Section 3. Nomination of Officers/Directors
Candidates for officers/directors of the Supreme Chapter shall be members in good standing of a component chapter, shall be nominated at the annual meeting of the Supreme Chapter, and shall be nominated by a nominating committee appointed by the Board of Directors. Additional nominations may be made from the floor of the Supreme Chapter annual meeting. A majority vote by ballot is required for election. When but one candidate has been nominated for an office, the Secretary-Treasurer may be empowered by a unanimous vote of the attending members to cast a ballot for the election of the candidate.
Section 4. Terms of Office
The term of office shall be one (1) year for all Supreme Chapter officers/directors except the Secretary-Treasurer and the Editor who shall serve terms of office of three (3) years. Officers/directors shall continue to perform their duties until their successors will have been elected and installed, or until death or removal from office.
Section 5. Bonds and Sureties
All officers collecting, disbursing, or holding in trust assets belonging to the Society will be bonded by a reliable surety company. The Board of Directors shall determine the amount of the bond. Funds from the Society shall be deposited in a bank or banks approved by the Board of Directors. Authorized expenditures from the general funds of the Society shall be made by checks, each of which must be signed by the Secretary-Treasurer.
Section 6. Compensation of Officers/Directors
It is the intention of the Board of Directors of Omicron Kappa Upsilon, Inc. that directors shall serve in a voluntary capacity without payment or remuneration except reimbursement for out-of-pocket expenses actually incurred by directors. The Board of Directors may by resolution provide for the payment of salaries or fees to a director or directors for specific services rendered to the non-profit corporation.
Section 7. Officer/Director Resignation
Any officer/director of the corporation may resign at any time by giving written notice to the President or to the Secretary-Treasurer of Omicron Kappa Upsilon, Inc. Such resignation shall take effect when accepted by the Board of Directors.
Section 8. Removal of Officers/Directors
Any officer/director elected or appointed may be removed by the persons authorized to elect or appoint such officer or director, whenever in their judgment; the best interests of the corporation will be served thereby. A special meeting may be called expressly for that purpose.
Section 9. Vacancies on the Board
Any vacancy on the Board of Directors caused by death, resignation, removal, disqualification or any other cause, shall be filled by the majority vote of the remaining directors then in office, though less than a quorum, and each director so elected shall hold office for a term to expire at the same time as the term of the director whose vacancy he or she was chosen to fill, or until his or her death, resignation or removal.
The special case of vacancy of the office of the President is covered in this Article IV, Section 10 (b)(3).
Section 10. Duties of Supreme Chapter Officers
- To supervise activities of the Supreme Chapter and to enforce its Bylaws.
- To issue proclamations relative to meetings of the Board of Directors and meetings of the Supreme Chapter as provided in the Bylaws.
- To preside at and function as a member at the meetings of the Board of Directors and meetings of the Supreme Chapter.
- To conduct the installation of new Component Chapters as authorized.
- To appoint, with the assistance of the Secretary-Treasurer, such committees as are required by the Bylaws and any other committees necessary to conduct the business of the Supreme Chapter.
- To serve as a member of the Nominating Committee.
- The President will notify all newly appointed committee members within 30 days in writing of their appointments, and a complete list of such appointments shall be given to the Secretary-Treasurer.
- To conduct installation of new officers.
- To decide all questions of order, or appoint a parliamentarian if one is desired.
- To extend invitation to honorary membership in the Supreme Chapter to those so elected.
- To act as general manager of the non-profit corporation and direct operations associated therewith.
To sign, with the Secretary-Treasurer or any other proper executive officer thereunto authorized by the Board of Directors:
- Certificates for membership in Omicron Kappa Upsilon, Inc.; deeds; mortgages; bonds; contracts; bids; leases; or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed.
- To serve as coordinator for planning and organizing any programs associated with the annual meeting.
- To perform, in general, all duties as may be prescribed by the Board of Directors from time to time.
Duties of the President-Elect
- To assist the President with his or her duties.
- To function as a member of the Board of Directors.
- To act in the absence of the President or in the event of the President's death, removal, resignation, inability or refusal to act. In the event of any of aforementioned circumstances, the President-Elect shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions incumbent upon the President.
- To serve as chairperson of the Auditing Committee.
- To serve as a member of the Budget and Finance Committee.
- To perform all other duties as from time to time may be assigned by the President or by the Board of Directors.
- To chair the Nominating Committee.
- To chair the Craig Teaching Award Committee
Duties of the Vice-President
- To function as a member of the Board of Directors.
- To serve as a member of the Budget and Finance Committee.
- To serve as a member of the Auditing Committee.
- To serve as a member of the Chapter Award Committee.
- To serve as chairperson of the Leeper Award Committee.
- The Vice-President shall further be vested with all duties usually pertaining to that office and shall stand willing to perform all duties assigned to him by the President, President-Elect, or Board of Directors.
Duties of the Secretary-Treasurer
- To keep a record of all business transactions of the Board of Directors and of the Supreme Chapter.
- To keep the minutes of the meetings of the Board of Directors and the meetings of the Supreme Chapter in one or more books provided for that purpose.
- To maintain an official register of all members of the Society.
- To see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law.
- To be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized.
- To conduct the correspondence relating to the official business between the Supreme Chapter and the Component Chapters.
- To prepare and submit, at the annual meeting, the official financial report of the Supreme Chapter; a list of all Component Chapters, with a record of their complete membership; and an official account of the proceedings of the Board of Directors.
- To prepare and issue charters and insignia as authorized by the Board of Directors.
- To receive and give receipts for monies due and payable to the non-profit corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws.
- To render an official report of all financial transactions during his or her term of office.
- To serve as chairperson of the Budget and Finance Committee.
- To serve as chairperson of the Local Arrangements Committee.
- To perform, in general, all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors and to function as a member of the Board of Directors.
Duties of the Editor
- To be responsible for the electronic publication of the "Bulletin of Omicron Kappa Upsilon."
- To function as a member of the Board of Directors.
- To collect and preserve data relating to the history of the Society.
- To serve as a member of the Budget and Finance Committee.
- To be responsible for the maintenance of the website.
- To serve as chairperson of the Chapter Award Committee.
SUPREME CHAPTER COMMITTEES
Section 1. The Nominating Committee
The Nominating Committee shall be composed of no less than three (3) active members (non-directors) in addition to the President and the President-elect of the Supreme Chapter. The President-elect shall serve as chair of the committee. It shall be the duty of the nominating committee to prepare a list of candidates for the various elective offices of the Supreme Chapter. This list will be submitted to the President prior to the annual meeting, and to the Supreme Chapter at the annual meeting.
Section 2. The Budget and Finance Committee
The Budget and Finance Committee shall be comprised of four (4) directors (the President-elect, Vice President, Secretary-Treasurer, and the Editor) plus three (3) active members (non-directors). The Secretary-Treasurer shall serve as the chairperson of the committee. The primary purpose of this committee shall be to prepare the annual budget for the following year. The committee's recommendations will be submitted to the Supreme Chapter at the annual meeting for adoption at that time.
Section 3. The Local Arrangements Committee
The Local Arrangements Committee shall consist of the Secretary-Treasurer and other active members as selected by the Secretary-Treasurer to assist. The purpose of the Local Arrangements Committee shall be to arrange rooms and organize plans for the annual meeting.
Section 4. The Auditing Committee
The Auditing Committee shall be comprised of the President-elect (chair) and three (3) active members (non-directors) to audit the books of the society for the calendar year ending December 31, prior to the annual meeting. The President-elect shall submit a report at the annual meeting.
Section 5. The Bylaws Committee
The immediate Past-President shall serve as the chairperson of the Bylaws Committee, and three additional active members (non-directors) shall serve on the committee. The Bylaws Committee shall act as a reference committee to help expedite amending the Supreme Chapter bylaws. Any proposed changes to the Supreme Chapter bylaws should be sent to the Secretary-Treasurer, who will forward the proposal to the Bylaws Committee for evaluation and discussion. Proposed amendments, as recommended by the Bylaws Committee, are then sent to the Supreme Chapter for consideration of adoption at an annual or special meeting (See Article XIV).
The Bylaws Committee shall also serve as a resource to the component chapters to ensure that component chapter bylaw revisions are consistent with the requirements of the Supreme Chapter bylaws.
The Bylaws Committee shall also review, in detail, the proposed bylaws of any new chapter applying for a charter. A new chapter must have their bylaws approved by the Bylaws Committee and the Board of Directors prior to the membership acting on granting a charter.
Section 6. The Craig Teaching Award Committee
The Craig Award Committee shall be chaired by the President-elect, and three active members (non-directors) at-large shall serve on the committee. The Craig Teaching Award Committee shall review nominations and serve as the selection committee for the annual Charles Craig Teaching Award.
Section 7. The Leeper Award Committee
The Vice President shall serve as chairperson of the Leeper Award Committee. The previous four Leeper award recipients shall serve as members of the committee. The Leeper Award Committee shall review nominations and serve as the selection committee for the annual Stephen H. Leeper Award for Teaching Excellence.
Section 8. The Chapter Award Committee
The Editor shall serve as the chairperson of the Chapter Award Committee. Committee members shall include the Vice President and two active members (non-directors). The Chapter Award Committee shall review each Component Chapter's activities and select the winner of the annual Omicron Kappa Upsilon-Chapter Award.
Section 9. The New Educator Research Grant Committee
The Editor shall serve as the chairperson and a non-voting member of the New Educator Research Grant Committee. Committee members shall include the Secretary-Treasurer of the Supreme Chapter, Vice President of the Supreme Chapter (who shall finish his/her term on the committee as President-elect of the Supreme Chapter) and three (3) active members, who are not members of the Supreme Chapter Board of Directors. The minimum term for the three (3) active members is a grant cycle [two (2) years]. The New Educator Research Grant Committee shall review all applications received and select the biennial recipient of the grant.
BUSINESS AND FINANCE
Section 1. Contracts
The Board of Directors may authorize any officer or officers, agent or agents, to negotiate, bid on and enter into any contract or execute and deliver any contract in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the corporation to its officers or directors.
Section 3. Checks
All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of Omicron Kappa Upsilon shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5. Contributions
Any contributions, bequests or gifts made to the corporation shall be accepted or collected and deposited only in such manner as shall be designated by the Board of Directors.
The fiscal year of the corporation shall be the calendar year unless otherwise determined by the Board of Directors.
INSIGNIA AND CORPORATE SEAL
Section 1. Significance and Description of the Official Insignia
The official insignia of the Society shall be a key with the letters, O (Omicron), K (Kappa), and U (Upsilon) encircled by the Greek letter ?, S (Sigma). The first three initials, which indicate the name of this Society, are derived from the three Greek words Odontos (Odontos, teeth), Kai (Kai), and Hygeia (Hygeia, health). The encircling letter ? (sigma) derives from the Greek word Soteria (Soteria, preservation or conservation), and represents the all embracing ideal of conservation which is the chief concern of the dental profession in its oral health service.
Section 2. Custody of the Official Insignia
All insignia of the Society shall be obtained through the office of the Secretary-Treasurer of the Supreme Chapter only, except when a special ruling has been made by the Board of Directors of the Supreme Chapter.
All insignia are the property of the Supreme Chapter and must be returned to the Secretary-Treasurer upon forfeiture of membership.
Section 3. Corporate Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation and the words "Corporate Seal", or any abbreviation thereof.
A. MEETINGS OF SUPREME CHAPTER BOARD OF DIRECTORS
Section 1. Annual Meeting
The Board of Directors shall meet annually, at the close of the Supreme Chapter's Annual Meeting. To effectuate a smooth transition, both the outgoing and newly-elected directors of the Supreme Chapter shall be in attendance at the annual meeting, but only the newly elected directors shall be entitled to vote.
Section 2. Additional Regular Meetings
At the time of the annual meeting, the newly elected board members may set the time and place, for holding additional regular meetings, if deemed necessary. The resolution calling for these additional meetings shall suffice as notice of the meetings and no additional notice is required.
Section 3. Special Meetings
Special meetings of the directors may be called at the request of the President of the Supreme Chapter or any other member of the Board of Directors. The person or persons authorized to call the special meeting may fix the time and place of the meeting called by them.
Section 4. Notice of Special Meetings
Notice of any special meeting shall be given at least five (5) days previous thereto by written notice delivered personally or mailed to each director at his or her regular mailing address, telegram, electronic mail or fax. If mailed, such notice shall be deemed delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed delivered when the telegram is delivered at the telegraph company. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of the business because the meeting is not properly called. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.
Section 5. Quorum of the Board of Directors
A majority of the directors shall constitute a quorum for the transaction of business, but if less than a majority is present, a majority of those present may adjourn the meeting from time to time without further notice.
Section 6. Manner of Acting
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 7. Informal Action by Directors
Any action required or which may be taken at a meeting of the directors, may be taken without a meeting if consent in writing, setting forth the actions taken, is signed by all the directors. Such consent shall have the same force and effect as a unanimous vote.
B. MEETINGS OF THE SUPREME CHAPTER
Section 1. Annual Meetings
Annual meetings of the Supreme Chapter shall be held at the time and place set by, and in conjunction with the annual meeting of, the American Dental Education Association. The purpose of the annual meeting shall be to elect officers/directors, approve the annual budget, and such other business as may properly come before the meeting.
Section 2. Special Meetings
Special meetings of the Supreme Chapter may be called by the Board of Directors with the consent of two-thirds (2/3) of the component chapter delegates of the Supreme Chapter.
Section 3. Notice of Meetings
In accordance with Neb. Rev. Stat. § 21-1913, notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose for which the meeting is called must be delivered not less than 10 nor more than 50 days before the meeting, either personally, by electronic mail, or by mail, to each member entitled to vote at the meeting.
Section 4. Informal Actions taken by the Members
Any action required or which may be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the actions taken, is signed by all members entitled to vote, with such consent to have the same force and effect as a unanimous vote.
Section 5. Order of Business for Annual Supreme Chapter Meeting
The business at the annual meeting of the Supreme Chapter shall be conducted in the following order:
- Roll call of delegates
- Reading of the minutes
- President's Address
- Secretary-Treasurer's report and approval of budget
- Report of Committees
- Unfinished business
- New business
- Election of officers/directors
- Installation of officers/directors
Section 6. Quorum
A sufficient number of delegates to represent, in person or by proxy, at least forty per-cent (40%) of the total number of recognized component chapters shall constitute a quorum of the Supreme Chapter.
Section 7. Voting
A member may vote in person or may vote by proxy executed in writing by the member or director or by his or her duly authorized attorney-in-fact.
- No proxy shall be valid after 11 months from date of execution, unless otherwise provided in the proxy.
- Proxies may be sent out and returned by mail.
Section 8. Parliamentary Procedures
Parliamentary procedures not indicated in the Bylaws shall be conducted in accordance with the current issue of Robert's Rules of Orders. Those Bylaws which are in the nature of rules of order may be suspended at the annual meeting by a two-thirds (2/3) vote of the members of the Supreme Chapter providing that a quorum of members exist.
C. COMPONENT CHAPTER MEETINGS
Component Chapters may meet as often as such Chapters deem necessary, but no less than one annual meeting must be held. The time and the place set for these annual meetings are to be set by the President of each Component Chapter. The time and place of the subsequent annual meeting shall be announced by the President at the close of each meeting and this shall constitute sufficient notice thereof.
D. WAIVER OF NOTICE OF MEETINGS
Whenever any notice is required to be given to any incorporator, officer/director, or member under the provisions of these Bylaws or under the provisions of the Nebraska Nonprofit Corporation Act or any other applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
COMPONENT CHAPTER ORGANIZATION, COMMUNICATIONS, & DUES
Section 1. Petition for Charter
Component chapters may be established in the following manner:
- A petition for a charter shall be signed by at least two-thirds (2/3) of those members of the petitioning faculty having membership in Omicron Kappa Upsilon, and at least two-thirds (2/3) of the members of the faculty who are dentists of full professorial rank. The petition shall be accompanied by a filing fee of fifty dollars ($50.00), plus the costs of processing the charter (returnable if a charter is not granted), and a copy of the proposed Chapter's Bylaws, and shall be sent to the Secretary-Treasurer of the Supreme Chapter.
- The petition, to be submitted to a vote of the Component Chapters, must be endorsed by a majority of the members of the Board of Directors of the Supreme Chapter.
- A copy of the endorsed petition shall be sent within thirty (30) days by the Secretary-Treasurer of the Supreme Chapter to the Secretary-treasurer of each Component Chapter. The result of the vote shall be forwarded within thirty (30) days to the Secretary-treasurer of the Supreme Chapter.
- Upon approval of the petition by eighty percent (80%) of the Component Chapters, its acceptance shall be announced, by the President of the Supreme Chapter, to all Component Chapters, whereupon a charter signed by the Board of Directors shall be issued to the applicants by the Secretary-treasurer of the Supreme Chapter.
Section 2. Chapter Designation
Each component chapter shall be designated by the name of the School in which the chapter was founded, and also by a Greek letter in the alphabetical order in which the chapter was chartered, as sanctioned by the Board of Directors of the Supreme Chapter.
Section 3. Chapter Bylaws
Each component chapter must have Bylaws. The Bylaws and subsequent amendments of each component chapter must be approved by the Board of Directors of the Supreme Chapter and must be consistent with the requirements of these Bylaws to be effective.
Section 4. Officers of Component Chapters
Designated Component Officers
- The officers of each component chapter shall be a President, President-elect, Vice-president, and Secretary-Treasurer. They shall serve collectively as the Executive Committee of the chapter.
Nomination of Component Officers
- Officers of component chapters shall be nominated by a nominating committee appointed by the chapter officers, and elected by a majority ballot of active members in attendance, providing a quorum is present. When but one candidate has been nominated for an office, the Secretary-Treasurer may be empowered by a unanimous vote of the attending members to cast a ballot for the election of the candidate. The time of election and installation of officers shall be at the discretion of the component chapters.
Terms of Office
- The term of office shall be one (1) or two (2) years for all component chapter officers, except that of Secretary-Treasurer, who shall serve a term of three (3) years. Officers shall continue to perform their duties until their successors have been elected and installed, or until death or removal from office.
Duties of Component Chapter Officers
- The duties of the officers shall be such as ordinarily pertain to their respective offices.
Special Duties of the Component Secretary-Treasurer
- The special duties of the Secretary-Treasurer shall be to keep business and correspondence records, and a list of all members; to render an official annual report to the Supreme Chapter (See Art. X, Section 9); and to be responsible for all monies of the component chapter.
Section 5. Component Chapter Committees
Designation of Committees
- Component Chapters should have committees similar to Supreme Chapter Committees described in these Articles. In addition, Component Chapters shall have a membership committee as described below.
The Membership Committee
- Candidates for alumni, faculty, and honorary memberships, as well as candidates for life memberships shall be nominated by a committee of five (5) active members appointed by the President of the component chapter.
Section 6. Good Standing
A component chapter is in good standing when its dues and/or other incurred indebtedness to the Supreme Chapter have been paid, and all official correspondence with the office of the Supreme Chapter has been completed as required by these bylaws. Only component chapters in good standing may elect members, nominate individuals for office and awards, be considered for awards and vote at meetings of the Supreme Chapter.
Section 7. Attendance At Annual Meetings
Each component chapter must have a delegate in attendance at the annual meeting of the Supreme Chapter. A component chapter that has failed to provide a delegate to the annual meeting of the Supreme Chapter for two (2) consecutive years may lose its charter and recognition and/or be subject to a fine which shall be recommended by the board of directors.
A component chapter that wishes to be exempted from the attendance requirement for a future meeting must submit a written or electronic petition to the board of directors of the Supreme Chapter prior to the meeting with justification for their delegate's absence.
Section 8. Supreme Chapter Referendum
A two-thirds affirmative vote of the active membership present shall be necessary to pass any measure that has been submitted by the Supreme Chapter to the vote of a Component Chapter.
Section 9. Reporting Referendum Result
Any measure placed in referendum before a component chapter shall be brought to a vote, and the result reported to the Secretary-Treasurer of the Supreme Chapter, within thirty (30) days after the date of receipt of such communication. In the event a result is not reported within the time limit prescribed herein, an affirmative vote will be recorded for that component chapter; provided the time limit specified is adequate for such action as determined by the Board of Directors of the Supreme Chapter.
Section 10. Referendum Mail
All official communications relating to a referendum shall be sent by registered mail or certified mail.
Section 11. Annual Report
Each component chapter shall submit an annual report to the Secretary-Treasurer of the Supreme Chapter at least 30 days before the annual meeting of the Supreme Chapter. This report shall include the name and contact information for the component chapter secretary, names of deceased component chapter members, names of component chapter delegate and alternate delegate to the annual business meeting of the Supreme Chapter and other items of general interest to the Society.
Section 12. Annual Dues
Each component chapter shall pay annual dues to the Supreme Chapter. The amount of these annual dues shall be recommended by the Supreme Chapter at its annual meeting, and approved by the Supreme Chapter delegates at its annual meeting. The annual dues notice will be sent to the secretary-treasurer of the component chapters and must be paid by December 31, in advance of the annual meeting of the Supreme Chapter. A componet chapter will incur a fine for late payment of dues that shall be determined by the board of directors. A report listing the names and addresses of officers elected during the year shall accompany the dues payment. The dues shall be paid in United States of America currency.
INITIATION TO SUPREME CHAPTER AND COMPONENT CHAPTER
Section 1. Initiation Fee
The initiation fee of each Component Chapter shall be determined by the respective chapter. A seven dollar ($7.00) membership fee, plus the cost of a Membership Certificate shall be sent to the Secretary-treasurer of the Supreme Chapter by each Component Chapter for each newly elected member thereof. For the above fees the newly elected member shall receive a Certificate attesting to his or her membership in the Society.
Section 2. Remittance for Costs
The amount to be remitted by Component Chapters to the Secretary-Treasurer of the Supreme Chapter to cover the costs of Insignia and Membership Certificates shall be determined annually by the Board of Directors of the Supreme Chapter, and shall be based on the then current expenses incurred in obtaining same. The Secretary-Treasurer of the Supreme Chapter will notify the Secretary-Treasurer of each component Chapter of any change in the costs of Insignia and/or Certificates.
TRANSFER OF MEMBERSHIP BETWEEN COMPONENT CHAPTERS
Section 1. Notification of Transfer
Active, associate or inactive Members desiring to transfer from one component chapter to another will signify his/her wish to the secretary-treasurer of the component chapter to which he/she wishes to transfer.
Section 2. Processing the Transfer
The secretary-treasurer of the component chapter receiving such a request will verify the individual's membership in OKU and will write to the secretary-treasurer of the component chapter from which the member wishes to transfer stating the members desire to transfer his/her membership. For inactive chapters the membership transfer petition shall be made directly to the secretary-treasurer of the Supreme Chapter.
Unless the secretary-treasurer of the component chapter from which the member is transferring has an objection to the request or has information concerning the membership status of the member making the transfer request, no further action is necessary of this component chapter secretary-treasurer.
Section 3. Acting on the Transfer
The secretary-treasurer who receives the member's request for transfer will then present the information to his/her chapter's active membership for appropriate action, as determined by the component chapter.
Section 4. Finalizing the Transfer
Upon completion of the transfer, the secretary-treasurer of the Supreme Chapter will be notified. The transfer will then be recorded in the membership files of the Supreme Chapter.
SUSPENSION AND FORFEITURE OF MEMBERSHIP
Section 1. Means of Suspension or Expulsion
Any member may be suspended or expelled from a Component Chapter or the Supreme Chapter by a three-fourth (3/4) affirmative vote of the active members of that chapter given the following conditions:
- The balloting occurs at an officially convened meeting.
- The member shall be notified by certified mail 30 days in advance of the meeting of the reasons for consideration of his or her suspension or expulsion.
- The member is allowed to present answers to those charges at the meeting prior to the casting of votes.
Section 2. Grounds for Suspension or Expulsion
Sufficient cause for initiating the procedure set forth in this Article XIII, Section 1, would be recognition of a violation of the Bylaws or any policy of the Supreme or Component Chapter, or a violation of the Principles of Ethics and Code of Professional Conduct of the American Dental Association.
Section 3. Appeal of Suspension or Expulsion
Any member suspended or expelled by a Component Chapter may appeal to the Board of Directors of the Supreme Chapter within 30 days after such action has been taken. The decision of the Board of Directors of the Supreme Chapter shall be final.
Section 4. Return of Insignia upon Forfeiture of Membership
All insignia are the property of the Supreme Chapter and must be returned to the Supreme Chapter's Secretary-Treasurer upon forfeiture of membership.
AMENDMENT OF BYLAWS
Section 1. Time and Place for Amendment
These Bylaws may be amended at annual meetings of the Supreme Chapter. Special meetings may also be called for the purpose of amendment. A two-thirds majority vote of those attending any such meeting at which a quorum is present, shall be sufficient to amend these Bylaws.
Section 2. Requirements for Calling a Special Meeting
Approval of three-fifths (3/5) of the Board of Directors is necessary to call a special meeting for the purpose of amending these Bylaws.
Section 3. Proposal of Amendment(s)
A proposed amendment, to be brought to a vote at an annual or special meeting of the Supreme Chapter, shall be sent to the Secretary-Treasurer of the Supreme Chapter at least ninety (90) days before the scheduled date of the next annual or special meeting. At least sixty (60) days before the said annual or special meeting, copies of the proposed amendment and an explanation of its purpose shall be delivered by the Secretary-Treasurer of the Supreme Chapter to the Secretary-Treasurer of each component chapter, and to each active member of the Supreme Chapter.
Section 4. Amendment(s) - Date Rendered Effective
Amendments shall be deemed effective at the close of the meeting at which they are adopted.
POLICIES & GUIDELINES OF THE SUPREME CHAPTER
(Established-March 8, 2006)
(Revised-March 15, 2009)
TABLE OF CONTENTS
A. Use and Misuse of OKU Membership
B. Joint Venture Policy
C. Whistleblower Policy
D. Determining Compensation Policy
E. Conflict of Interest Policy
F. Document Retention and Destruction Policy
A. Use and Misuse of OKU Membership
A-1 OKU is the abbreviation for Omicron Kappa Upsilon, the national dental honor society.
A-2 Membership in OKU is understood to be an honor, but it is not an academic or health related degree. Members should be justly proud of this earned honor. However, being an OKU member also carries responsibilities, including the responsibility to not misuse the membership professionally or for personal gain. OKU members should maintain the highest professional, ethical, and legal standards in their personal conduct and their professional work. Those professional and ethical standards are common to the dental profession and are described in the ADA Principles of Ethics and Code of Professional Conduct. Legal standards are considered to be all applicable state and federal laws governing dentistry, including rules and regulations of state licensing boards.
A-3 In view of these facts, members of OKU may truthfully list their membership in a dignified and professional manner on their resume, curriculum vitae, or similar documents that describe the member’s professional background, or on any application or similar document where honors are typically listed.
A-4 Members may not list their membership in a way that: 1) could reasonably mislead the public; 2) implies superiority over other dentists; 3) implies OKU is an academic or a health-related degree; or, 4) for professional gain or benefit in the practice of dentistry.
A-5 As examples that are not intended to be all-inclusive, but rather to demonstrate the spirit of the professional, ethical and legal boundaries, OKU membership may not be used on office doors, office buildings, name plates, directories, publications or stationery, including personal, professional or appointment cards. The abbreviation may not be used in flyer announcements, educational courses, seminars or meetings where the member is a participant or otherwise involved. Such uses may be considered false or misleading advertising as described in the ADA Principles of Ethics and Code of Professional Conduct, and could result in suspension or forfeiture of OKU membership through a vote at the Component Chapter level as described in Article XIII of the Omicron Kappa Upsilon Supreme Chapter Bylaws.
B. Joint Venture Policy
B-1 This Joint Venture Policy of Omicron Kappa Upsilon (OKU), Supreme Chapter, requires that OKU evaluate its participation in joint venture arrangements under Federal tax law and take steps to safeguard OKU’s exempt status with respect to such arrangements. It applies to any joint ownership or contractual arrangement through which there is an arrangement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity as further defined in this policy.
B-2 Joint ventures or similar arrangements with taxable entities. For purposes of this policy, a joint ventures or similar arrangement means any joint ownership or contractual arrangement through which there is an agreement or joint undertaking for a specific business enterprise, investment, or exempt-purpose activity without regard to: 1) whether OKU controls the venture or arrangement; 2) the legal structure of the venture or arrangement; or, 3) whether the venture or arrangement is taxed as a partnership or association of corporation for federal income tax purposes. A venture or arrangement is disregarded if it meets both of the following conditions:
- 95% or more of the venture’s or arrangement’s income for its tax year ending within OKU’s tax year is excluded from unrelated business income taxation (including, but not limited to, i) dividends, interest, and annuities; II) royalties; iii) rent from real property and incidental related personal property except to the extent of debt financing; and, iv) gains or losses from the sale of property); and
- The primary purpose of OKU’s contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property.
B-3 Safeguards to ensure exempt status protection. OKU will: a) negotiate in its transactions and arrangements with other members of the venture or arrangement such terms and safeguards adequate to ensure that OKU’s exempt status is protected; and, b) take steps to safeguard OKU”s exempt status with respect to the venture or arrangement. Some examples of safeguards are: i) control over the venture or arrangement sufficient to ensure that it furthers the exempt purposes of OKU; ii) requirements that the venture or arrangement gives priority to exempt purposes over maximizing profits for other participants; iii) that the venture or arrangement not engage in activities that would jeopardize OKU’s exemption; and, iv) that all contracts entered into with OKU be on terms that are at arm’s length or more favorable to OKU.
C. Whistleblower Policy
C-1 Omicron Kappa Upsilon (OKU), Supreme Chapter, expects its directors, officers, employees, and other representatives to observe high standards of professional, business and personal ethics in the conduct of their duties and responsibilities. As representatives of the national dental honor society established to promote and recognize scholarship and character among students of dentistry, honesty and integrity is a must in fulfilling our responsibilities and to comply with all applicable laws and regulations.
C-2 Reporting Responsibility
It is the responsibility of all directors, officers, and employees to report wrongful conduct or suspected wrongful conduct in accordance with this Whistleblower Policy.
C-3 Wrongful Conduct
“Wrongful conduct” is defined in this Whistleblower Policy to include: a serious violation of OKU policy; a violation of applicable state and federal law; or the use of OKU property, resources, or authority for personal gain or any other non OKU-related purpose except as provided under OKU policy. It is the intent of the Board of Directors and Officers of OKU that this Whistleblower Policy is intended to serve as a means of reporting all serious improprieties that could potentially impact the high standards of professional, business, personal ethics and integrity expected of OKU Board of Director members by the membership of OKU and that might impede the effective operation of OKU.
C-4 Reporting Wrongful Conduct
OKU encourages its Directors, Officers, employees, and members to share their questions, concerns, suggestions, or complaints with someone who can address them properly. Any Director, Officer, employee, or member may report wrongful conduct to the Secretary-Treasurer or the President of OKU. If the wrongful conduct implicates one or both of the Secretary-Treasurer or the President of OKU, or if the reporting individual is not comfortable speaking with or not satisfied with the response of the Secretary-Treasurer or the President of OKU, the issue may be reported to any member of the Board of Directors. The Secretary-Treasurer, President or any member of the Board of Directors to whom a report of wrongful conduct is made are required to immediately advise the full Board of Directors of such report of wrongful conduct.
C-5 Handling of Reported Wrongful Conduct
A representative of the Board of Directors will notify the sender and acknowledge receipt of the reported wrongful conduct or suspected wrongful conduct within five business days, unless such report was submitted anonymously. All reports shall be promptly investigated and appropriate corrective action taken if warranted by the investigation.
C-6 No Retaliation
No Director, Officer, employee, or member who in good faith reports wrongful conduct or suspected wrongful conduct will suffer harassment, retaliation or any adverse consequences. Any Director, Officer, employee, or member who retaliates against anyone who has in good faith reported wrongful conduct or suspected wrongful conduct is subject to removal from the Board or Directors, Officer-ship, employment or membership per the Bylaws. This Whistleblower Policy is intended to encourage and enable Board members, Officers, members and employees to raise serious concerns within OKU prior to seeking resolution outside OKU.
C-7 Acting in Good Faith
Anyone filing a complaint of wrongful conduct must be acting in good faith and have reasonable grounds for believing the information disclosed indicates wrongful conduct. Any allegations that prove to have been made maliciously, knowingly false, or without reasonable grounds will be viewed as a serious offense and may subject the person making the allegation to disciplinary proceedings per the Bylaws.
Reports of wrongful conduct or suspected wrongful conduct may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of wrongful conduct or suspected wrongful conduct will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
D. Determining Compensation Policy
D-1 The Omicron Kappa Upsilon (OKU), Supreme Chapter, Policy on the Process for Determining Compensation applies to the compensation of the following positions employed by OKU: Corresponding Secretary
D-2 The process includes all of these elements: (1) review and approval by the Board of Directors or Compensation Committee of OKU, if created and used; (2) use of market information for comparable compensation, if available; and, (3) contemporaneous documentation and record-keeping.
D-3 Review and Approval. The compensation of the Corresponding Secretary is reviewed and approved by the board of directors or compensation committee, if any, of the OKU Board of Directors, provided that persons with conflicts of interest with respect to the compensation arrangement at issue should not be present or involved in the discussion and the approval.
D-4 Use of information of comparable compensation. The compensation of the Corresponding Secretary is reviewed and approved using available information as to comparable compensation for similarly qualified persons in essentially comparable positions at similarly situated organizations.
D-5 Contemporaneous documentation and record-keeping. There is contemporaneous documentation and record-keeping with respect to the deliberations and decisions regarding the compensation arrangement.
E. Conflict Of Interest Policy
E-1 The purpose of the conflict of interest policy is to protect the interests of Omicron Kappa Upsilon (OKU), Supreme Chapter, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of OKU. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
- Interested Person-Any director, officer, or member of a committee with governing board-delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest-A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) an ownership or investment interest in any entity that OKU has a transaction or arrangement, (b) a compensation arrangement with OKU or with any entity or individual that OKU has transaction or arrangement, or (c) a potential ownership or investment interest in, or compensation arrangement with any entityor individual that OKU is negotiating a transaction or arrangement.
- Duty to Disclose-In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists-After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon by the remaining Board members. The remaining Board members shall decide whether a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest-(a) The President or Ad Hoc Chair of the Board meeting, if appropriate, appoints a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement and (b) after exercising due diligence, the Board shall determine whether OKU may, with reasonable effort, obtain a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances that does not produce a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in OKU’s best interest, for OKU’s benefit, and whether it is fair and reasonable and shall make its decision as to whether to enter into the transaction or arrangement.
E-4 Violations of the Conflict of Interest Policy
(a) If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest; it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose and (b) If after hearing the member's response and after making further investigation as warranted by the circumstances, the Board shall determine whether the member has failed to disclose an actual or possible conflict of interest, and it shall take appropriate corrective action.
E-5 Records of Proceedings
- The minutes of the Board of Directors shall contain: (a) the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the Board's decision as to whether a conflict of interest in fact existed and (b) the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
- A voting member of the Board who receives compensation, directly or indirectly, from OKU funds for services is precluded from voting on matters pertaining to that member's compensation.
- A voting member of any committee who receives compensation, directly or indirectly, from OKU for services is precluded from voting on matters pertaining to that member's compensation.
- No voting member of the Board of Directors or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from OKU, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
- These rules do not apply to OKU reimbursements for actual expenses incurred by a Board or committee member on behalf of OKU.
E-7 Annual Statements
Each Board member and any individual employed to provide services for OKU shall annually sign a statement that affirms such person:
- has received a copy of the conflicts of interest policy,
- has read and understands the policy,
- has agreed to comply with the policy, and
- understands that OKU is charitable and in order to maintain its federal tax exemption, it must engage in activities that accomplish one or more of its tax-exempt purposes.
E-7 Periodic Reviews
To ensure that OKU operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews, shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable and the result of arm's length bargaining.
- Whether any partnerships, joint ventures, and arrangements with other organizations conform to OKU's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes of OKU and do not result in an impermissible private benefit.
E-8 Use of Outside Experts
When conducting the periodic reviews, OKU may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.
F. Document Retention and Destruction Policy
F-1 Omicron Kappa Upsilon (OKU), Board of Directors and/or any OKU member or employee may not alter, cover up, falsify, or destroy any document with the intent of impeding or obstructing any official audit, proceeding or investigation. This policy provides for the systematic review, retention, and destruction of documents received or created by OKU. This policy covers all records and documents, regardless of physical form, contains guidelines for how long certain documents should be kept, and how records should be destroyed, unless under a legal investigation or audit. It is designed to ensure compliance with federal and state laws and regulations, to eliminate accidental or innocent destruction of records, and to facilitate operations by promoting efficiency and freeing up valuable storage space.
F-2 Document Retention
OKU shall follow the document retention procedures outlined below. Documents that are not listed, but are substantially similar to those listed in the schedule, will be retained for the appropriate length of time. “Document” includes any record within the following categories in whatever form it is stored: paper, hard copy or digitally, electronically. Records shall be placed in the custody of the Secretary-Treasurer or his/her designee based upon the administrative needs of the organization. All storage methodologies shall be tamper-proof and be easily searchable and shall be available in a central location. All electronic records shall routinely have a back-up created and stored in a separate location.
The following table provides minimum requirements. To the extent applicable laws or regulations are changed to require a different retention period, such law or regulations shall take precedence-
|Articles of Incorporation and Bylaws||Permanent|
|IRS Application for Tax-Exempt Status (Form 1023)||Permanent|
|IRS Determination Letter||Permanent|
|Annual Reports to Secretary of State/Attorney General||Permanent|
|Board Meeting and Board Committee Minutes||Permanent|
|Other Corporate &Operational Policies||Permanent|
|Accounting and Corporate Tax Records|
|Annual Audits and Financial Statements||Permanent|
|Fixed Assets and Asset Depreciation Schedules||Permanent|
|IRS Form 990 Tax Returns||Permanent|
|Business Expense Records and Expense Reports||7 years|
|Investment records||7 years|
|IRS Forms 1099||7 years|
|General Ledgers and Journal Entries||7 years|
|Sales Records (service fees, receipts, gift shop)||5 years|
|Petty Cash Vouchers, Cash Receipts, Credit Card Receipts||3 years|
|Checks for important payments and purchases||Permanent|
|Check Registers||7 years|
|Bank Deposit Slips||7 years|
|Bank Statements and Reconciliation||7 years|
|Electronic Fund Transfer Documents||7 years|
|Payroll and Employment Tax Records|
|State Unemployment Tax Records||Permanent|
|Garnishment Records||7 years|
|Payroll Tax Returns||7 years|
|W-2 Statements||7 years|
|Employment Offer and Termination Agreements||Permanent|
|Retirement and Pension Plan Documents||Permanent|
|Employee handbooks and training manuals||Permanent|
|Records Relating to Promotion, Demotion, or Discharge||7 yrs after termination|
|Accident Reports and Worker’s Compensation||5 yrs after termination|
|Salary Schedules||5 years|
|Employment Applications, resumes||3 years|
|I-9 Forms||3 yrs after termination|
|Time Cards||2 years|
|Job postings||1 year|
|Donor and Grant Records|
Donor Records and Acknowledgment Letters
with the specific fund(s) as designated
Grant Contracts, applications, documentation
supporting grant payments, grant reporting
and correspondence, if any
|7 yrs after termination|
|Grant Applications, if declined or denied, if any||3 years|
|Press Releases/Public Filings|
|Other Publications, Photos, Press clippings||7 years|
|Legal, Insurance, and Safety Records|
|Trademark and Copyright Registrations||Permanent|
|Stock and Bond Records||Permanent|
|Leases||7 yrs after expiration|
|General Contracts||7 yrs after expiration|
|OSHA Documents||5 years|
|Correspondence (general)||3 years|
F-3 Electronic Documents and Records
Electronic documents shall be retained as if they were paper documents. Therefore, any electronic files, including records of donations made, that fall into one of the document types on the above schedule will be maintained for the appropriate amount of time. If a user has sufficient reason to keep an e-mail message, the message should be printed in hard copy and kept in the appropriate file or moved to an “archive” computer file folder. Backup and recovery methods will be tested on a regular basis.
F-4 Emergency Planning
Records must be stored in a safe, secure, and accessible manner. Documents and financial files essential to keeping this organization operating in an emergency must be duplicated or backed up at least every month and maintained off-site as designated by the Secretary-Treasurer and as approved by the Board of Directors.
F-5 Document Destruction
(a) The Secretary-Treasurer is responsible for the ongoing process of identifying records that have met the required retention period and overseeing their appropriate destruction. Destruction of financial and personnel related information will be accomplished by document shredding.
(b) Document destruction shall be suspended immediately upon issuance of a notice by the Secretary-Treasurer or any member of the Board of Directors, upon any indication of an official audit, investigation or when a lawsuit is filed or appears imminent. No specified records may be destroyed until the official audit, investigation or lawsuit is completed and the Board of Directors approves the destruction. Destruction will be reinstated per OKU stated policies.
Failure on the part of anyone to follow this policy may result in possible civil and criminal sanctions against OKU and/or its Board of Directors and/or employees and possible disciplinary or legal action against responsible individuals. The Secretary-Treasurer and/or Audit Committee Chair will periodically review these procedures with legal counsel, and/or or the organization’s certified public accountant to ensure that they are in compliance with new or revised regulations.
Last Revised March 8, 2015
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