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.

ARTICLE II.

CORPORATE OFFICES

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.

ARTICLE III.

MEMBERS AND STRUCTURE OF CORPORATION

Section 1. Members

The Corporation shall have two classes of members:

a) The Supreme Chapter, representative of all the component chapters; and

b) 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-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.

a) Active Members.

1) 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.

b) Honorary Members.

1) 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.

2) 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 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

a) Membership Composition--Component Chapters. Component Chapters shall consist of charter, alumni, faculty, honorary, and life members.

1) 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.

2) Alumni Members shall be elected as follows:

(a) 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 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.

(b) 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 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.

(c) 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 an ethical and unblemished record since graduation.

(d) Alumni members who become members of a dental school faculty are eligible for all the privileges of active members.

3) 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 graduating members [as defined in section 3a, (2a)] elected by that component chapter.  If 20% of the graduating members 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.

4) 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.

5) 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.

b) Classes of Membership Activity-Component Chapters

1) 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.

2) 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.

3) 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.

4) All classes of membership may receive regular communication from their component chapter and may attend all convocations and award ceremonies.

5) 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.

ARTICLE IV.

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:

1) 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.

2) 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.

3) To issue charters when petitions therefore have been approved by the Component Chapters.

4) To determine the eligibility of all persons who have been nominated for honorary membership in the Supreme Chapter.

5) To decide all matters relating to the general welfare of the Society, for which the Bylaws do not provide.

6) 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 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

a) Presidential Duties:

1) To supervise activities of the Supreme Chapter and to enforce its Bylaws.

2) To issue proclamations relative to meetings of the Board of Directors and meetings of the Supreme Chapter as provided in the Bylaws.

3) To preside at and function as a member at the meetings of the Board of Directors and meetings of the Supreme Chapter.

4) To conduct the installation of new Component Chapters as authorized.

5) 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.

6) To serve as a member of the Nominating Committee.

7) 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.

8) To conduct installation of new officers.

9) To decide all questions of order, or appoint a parliamentarian if one is desired.

10) To extend invitation to honorary membership in the Supreme Chapter to those so elected.

11) To act as general manager of the non-profit corporation and direct operations associated therewith.

12) 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.

13) To serve as coordinator for planning and organizing any programs associated with the annual meeting.

14) To perform, in general, all duties as may be prescribed by the Board of Directors from time to time.

b) Duties of the President-Elect:

1) To assist the President with his or her duties.

2) To function as a member of the Board of Directors.

3) 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.

4) To serve as chairperson of the Auditing Committee.

5) To serve as a member of the Budget and Finance Committee.

6) To perform all other duties as from time to time may be assigned by the President or by the Board of Directors.

7) To chair the Nominating Committee.

8) To chair the Craig Teaching Award Committee

c) Duties of the Vice-President:

1) To function as a member of the Board of Directors.

2) To serve as a member of the Budget and Finance Committee.

3) To serve as a member of the Auditing Committee.

4) To serve as a member of the Chapter Award Committee.

5) To serve as chairperson of the Leeper Award Committee.

6) 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.

d) Duties of the Secretary-Treasurer:

1) To keep a record of all business transactions of the Board of Directors and of the Supreme Chapter.

2) 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.

3) To maintain an official register of all members of the Society.

4) To see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law.

5) 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.

6) To conduct the correspondence relating to the official business between the Supreme Chapter and the Component Chapters.

7) 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.

8) To prepare and issue charters and insignia as authorized by the Board of Directors.

9) 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.

10) To render an official report of all financial transactions during his or her term of office.

11) To serve as chairperson of the Budget and Finance Committee.

12) To serve as chairperson of the Local Arrangements Committee.

13) 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.

e) Duties of the Editor:

1) To be responsible for the electronic publication of the "Bulletin of Omicron Kappa Upsilon."

2) To function as a member of the Board of Directors.

3) To collect and preserve data relating to the history of the Society.

4) To serve as a member of the Budget and Finance Committee.

5) To be responsible for the maintenance of the website.

6) To serve as chairperson of the Chapter Award Committee.

ARTICLE V.

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. 

ARTICLE VI.

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.

ARTICLE VII.

FISCAL YEAR

The fiscal year of the corporation shall be the calendar year unless otherwise determined by the Board of Directors.

ARTICLE VIII.

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 Σ, 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 Σ (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.

ARTICLE IX.

MEETINGS

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:

1. Roll call of delegates

2. Reading of the minutes

3. President's Address

4. Secretary-Treasurer's report and approval of budget

5. Report of Committees

6. Unfinished business

7. New business

8. Election of officers/directors

9. Installation of officers/directors

10. Adjournment

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.

a) No proxy shall be valid after 11 months from date of execution, unless otherwise provided in the proxy.

b) 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.

ARTICLE X.

COMPONENT CHAPTER ORGANIZATION, COMMUNICATIONS, & DUES

Section 1. Petition for Charter

Component chapters may be established in the following manner:

a) 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.

b. 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.

c. 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.

d. 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

1) 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.

2) 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. 

3) 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.

4) Duties of Component Chapter Officers

The duties of the officers shall be such as ordinarily pertain to their respective offices.

5) 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

1) 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.

2) 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 the Bylaws.

Section 7. Loss of Charter and Recognition of Chapter

A chapter which is delinquent in payment of annual dues by 12 months, or which has failed to provide the attendance of a delegate to the annual meeting of the Supreme Chapter for two consecutive years, may lose its charter and recognition by action of the Supreme Chapter Board of Directors. Loss of charter and recognition removes the privilege of the Component Chapter to elect new members to Omicron Kappa Upsilon and to have representation on the Supreme Chapter. Loss of recognition also takes away the privilege for use of the name Omicron Kappa Upsilon. Reinstatement to recognition is obtained by petition of officers of the Component Chapter to the Board of Directors accompanied by current and delinquent annual dues.

A component chapter that wishes to be exempted from the attendance requirement for a future meeting should submit a written petition at the meeting in question. The petition should include justification for the delegate's absence, and must be approved by a majority of the delegates in attendance.

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 names and addresses of newly elected members; names of deceased component members, 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 determined by the Supreme Chapter Board of Directors at its annual meeting, sent to the Secretary-Treasurer of the component chapters within one month of determination, and paid by December 31, in advance of the annual meeting of the Supreme Chapter. 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. The dues of each component chapter must be paid before the delegates of the chapter may vote at the meeting of the Supreme Chapter.

ARTICLE XI.

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 five dollar ($5.00) 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.

ARTICLE XII.

TRANSFER OF MEMBERSHIP BETWEEN COMPONENT CHAPTERS

Section 1. Notification of Transfer

Active, Associate or Inactive Members desiring to transfer from one Chapter to another will signify his or her wish to the Secretary-Treasurer of the Chapter to which he or she wishes to transfer.

Section 2. Processing the Transfer

The Secretary-Treasurer of the Chapter receiving such a request will write to the Secretary-Treasurer of the Chapter from which the member wishes to transfer or the Secretary-Treasurer of the Supreme Chapter, requesting a statement concerning the member's standing in the Chapter and permission to enact the transfer.

The Secretary-Treasurer of the Chapter or Supreme Chapter receiving this request for information will furnish the desired information and will either grant permission to transfer the member or reject the request, stating the reason for such rejection. A copy of this correspondence shall also be mailed to or retained by the Secretary-Treasurer of the Supreme Chapter.

Section 3. Acting on the Transfer

The Secretary-Treasurer who receives the member's request for transfer will then present the information to his or 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.

ARTICLE XIII.

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:

a) The balloting occurs at an officially convened meeting.

b) 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.

c) 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.

ARTICLE XIV.

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.