ARTICLE I.

NAME AND OBJECT

Omicron Kappa Upsilon, Inc. (hereinafter OKU) was established to promote and recognize scholarship and character among dental students. 

OKU 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

OKU’s principal place of business shall be in Philadelphia, Philadelphia County, State of Pennsylvania, which is the current place of incorporation.  From time to time, OKU’s principal location may be moved, or have other offices wherever so located, as the Board of Directors designate or as is required by OKU’s business. 

Section 2. Registered Office

OKU’s registered office shall be:

Temple University School of Dentistry

3223 North Broad Street

Philadelphia, Pennsylvania 19140

The registered agent at such address is Dr. Jon B. Suzuki or current Secretary-Treasurer.  The Board of Directors may change the registered office and/or the registered agent as necessary.

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 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.

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 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.

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 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.

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 adherence to the Principles of Ethics and Code of Professional Conduct of the American Dental Association 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 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.

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. The method of acknowledgement and balloting shall be determined by the component chapter.

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 Supreme Chapter’s Board of Directors shall consist of four officers: President, President-Elect, Vice-President, and Secretary-Treasurer. 

Section 2. Board of Directors’ Powers

The board of directors shall be vested with general powers necessary to manage the business and affairs of the corporation.  These powers shall include, but be not limited to, the following:

  1. To manage all matters of the non-profit corporation in accordance with these Bylaws and the law.
  2. To receive and consider 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 after petitions have been approved by the Component Chapters.
  4. To determine eligibility of all persons nominated for honorary membership to the Supreme Chapter.
  5. To decide matters relating to the general welfare of OKU when the Bylaws are not instructive.

Section 3. Nomination of Officers/Directors

Candidates to become a Supreme Chapter Officer must fulfill the following:

  1. Be a member in good standing of a Component Chapter;
  2. Be nominated by the Supreme Chapter nominating committee (which shall consist of members appointed by the board of directors); and
  3. Be nominated at the Supreme Chapter annual meeting.

Additional nominations may be made from the floor during the Supreme Chapter annual meeting.  In such circumstance, a ballot majority vote is required for election.  Otherwise, when only one candidate has been nominated for an office, the Secretary-Treasurer is empowered to cast a unanimous vote for the election of the candidate.

Section 4. Terms of Office

Except for the Secretary-Treasurer, all Supreme Chapter officers/directors shall serve a one-year-term; the Secretary-Treasurer shall serve a three-year-term.  Officers/directors shall continue to perform their duties until their successors are 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 OKU will be bonded by a reliable surety company. The Board of Directors shall determine the amount of the bond. Funds from OKU shall be deposited in a bank or banks approved by the Board of Directors. Expenditures from the general funds of OKU shall be made by checks, each of which must be signed or authorized by the Secretary-Treasurer.

Section 6. Compensation of Officers/Directors

Members of the OKU Board of Directors shall serve in a voluntary capacity.  Though directors shall not be paid, they shall be reimbursed for out-of-pocket, organizational expenses incurred while serving on the board. The Board of Directors may by resolution provide for the payment of salaries or fees to any agent(s) for specific services rendered to OKU.

Section 7. Officer/Director Resignation

Any officer/director of the corporation may resign at any time by giving reasonable notice to the President or to the Secretary-Treasurer of OKU.

Section 8. Removal of Officers/Directors

Any officer/director, whether elected or appointed, may be removed when the best interest of OKU will be thereby served.  The process shall be as follows: (1) OKU officers/directors must be given adequate notice regarding a special meeting for the purpose of removal, (2) a quorum of officers/directors must be satisfied at such meeting, (3) a majority vote shall determine the outcome of removal, and (4) notice of removal shall be sent to all component chapters within reasonable time.

Section 9. Vacancies on the Board

A majority vote of the remaining directors then in office (though less than a quorum) shall fill any vacancy on the Board of Directors resulting from any cause.  The elected, incoming director(s) shall hold office for the remaining term as that of the director whose vacancy he or she was chosen to fill, or until his or her death, resignation or removal.  Notice of this action shall be sent to all component chapters within reasonable time.

A vacancy of the President’s office is special and covered below in Article IV, Section 10 (b)(3).

Section 10. Duties of Supreme Chapter Officers

  1. 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 by these bylaws.
    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 thirty (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:
      1. 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 chair the Chapter Award Committee.
    15. To perform all duties as may be prescribed by the Board of Directors from time to time.
  2. 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 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 chair 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
  3. Duties of the Vice-President
    1. To function as a voting 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 chair 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 by the President, President-Elect, or Board of Directors.
  4. 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 OKU.
    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 necessary documents.
    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 chair the Budget and Finance Committee.
    12. To chair the Local Arrangements Committee.
    13. To delegate and oversee the maintenance of the OKU website.
    14. To collect and preserve reasonable data and history of OKU.
    15. 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.

Section 11. Board of Directors and Voting

If the Board of Directors reaches an impasse or tie vote in its decision-making process, the current Immediate Past-President (the most recent person to hold the President position whose term is now complete) shall be given the deciding vote.  The Immediate Past-President shall be given notice of the impassable matter within reasonable time.  The Immediate Past-President shall deliver the deciding vote in writing, including electronic or postal mail. 

 

ARTICLE V.

SUPREME CHAPTER COMMITTEES


Section 1. Executive Board Member voting in committees    

Executive board members shall not vote in their respective committees unless there is a tie in the committee’s voting or decision-making processes.  If any committee shall reach an impasse despite Executive Board Members’ contributing vote, the Immediate Past-President shall serve as the final vote in the same process described in Article IV, Section 11.

Section 2. The Nominating Committee

The Nominating Committee shall be composed of the Supreme Chapter President and President-elect (committee chairperson), and no more than three (3) active members (non-directors).  The committee’s purpose is to prepare a list of candidates for the various Supreme Chapter elective offices.  This list will be submitted to the president before the annual meeting.

Section 3. The Budget and Finance Committee

The Budget and Finance Committee shall consist of the Supreme Chapter Vice-President and Secretary-Treasurer (committee chairperson), and no more than three (3) active, non-director members.  The committee’s purpose is to prepare the annual budget for the following year, which shall be submitted to the Supreme Chapter at the annual meeting for adoption. 

Section 4. The Auditing Committee

The Auditing Committee shall consist of the President-elect (committee chairperson) and no more than three (3) active members (non-directors).  The purpose of the auditing committee shall be to audit the books of OKU 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 Bylaws Committee shall consist of the immediate Past-President (committee chairperson) and no more than three (3) active members (non-directors).

The Bylaws Committee shall have three responsibilities:

     (i) to serve as a resource to Component Chapters, ensuring that Component Chapter bylaw revisions are consistent with the Supreme Chapter bylaw requirements;

    (ii) to review proposed bylaws of any new chapter applying for charter (a new chapter must have its bylaws approved by the Bylaws Committee and the Board of Directors prior to receiving a charter); and

    (iii) to review proposed changes to 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 review and comment). The Bylaws Committee shall send such proposed amendments, with their comments, to the Supreme Chapter for consideration of adoption at an annual or special meeting (See Article XIV);

Section 6. The Craig Teaching Award Committee

The Charles Craig Teaching Award Committee shall consist of the President-Elect (committee chairperson) and no more than three (3) active members (non-directors).  The purpose of the Craig Award Committee shall be to review nominations and select the annual Charles Craig Teaching Award winner.

Section 7. The Leeper Award Committee

The Stephen H. Leeper Award Committee shall consist of the Vice-President (committee chairperson) and the previous two (2) Leeper Award recipients.  The purpose of the Leeper Award Committee shall be to review nominations and select the annual Stephen H. Leeper Award winner.

Section 8. The Chapter Award Committee

The Chapter Award Committee shall consist of the President (committee chairperson) and no more than three (3) active members (non-directors).  The purpose of the Chapter Award Committee shall be to review Component Chapter’s activities and select the annual Chapter Award winner. 

Section 9. The Suzuki Research Grant Committee

The Jon B. Suzuki Research Grant Committee shall consist of the Vice-President (committee chairperson), Secretary-Treasurer (advisory role only - may not vote regarding Article V, Section 1, but may cast final vote in the event of an impasse), and no more than three (3) active members (non-directors).  The non-director members must be current or past National Institutes of Health or National Science Foundation research award recipients; they shall serve in two-year terms coinciding with grant cycles.  The New Educator Research Grant Committee shall review applications and select the biennial grant recipient.  The committee may decide not to select a recipient upon a unanimous vote by committee members; non-selection should be based on applications lacking merit, sincerity, or scholarship. 

If this committee cannot reasonably be filled with members meeting the basic requirements above, the committee may not act until appropriately filled with at least four (4) members.

Section 10. Additional and Ad Hoc Committees

Upon Supreme Chapter Executive Board approval, ad hoc or temporary committees may be formed and decommissioned as needed.  Such committees may become permanent committees upon following the process outlined in these bylaws.

ARTICLE VI.

BUSINESS AND FINANCE

Section 1. Contracts

The Board of Directors may authorize officer(s) and/or agent(s) to negotiate, bid, or enter into contracts on behalf of OKU. 

Section 2. Loans

The Board of Directors must authorize loans in the name of OKU through a resolution.  No loans shall be made by OKU 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 OKU, and in such manner as shall from time to time be determined by Board of Director’s approval. 

Section 4. Deposits

All funds of OKU not otherwise employed shall be deposited from time to time to the credit of OKU in such banks, trust companies or other depositories as the Board of Directors may select.

Section 5. Contributions

The Board of Directors shall designate how contributions to the corporation are collected and used. 

 

ARTICLE VII.

FISCAL YEAR

The fiscal year of OKU shall be the calendar year.  The Board of Directors may change the fiscal year if necessary.

 

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 ?, 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.

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

a.      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

a.      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

a.      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

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

5.      Special Duties of the Component Secretary-Treasurer

a.      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

a.      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

a.      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.

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 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.

ARTICLE XII.

TRANSFER OF MEMBERSHIP BETWEEN COMPONENT CHAPTERS

The process for members to transfer between Component Chapters is as follows:

  1. A Member desiring to transfer from one Component Chapter (Current Chapter) to another Component Chapter shall contact the Secretary-Treasurer of the chapter he/she wishes to join (Proposed Chapter).
  2. The Proposed Chapter’s Secretary-Treasurer receiving the request shall contact the requestor’s Current Chapter’s Secretary-Treasurer. The purpose of this communication shall be to confirm the requestor’s good-standing membership. The Current Chapter’s Secretary-Treasurer will then approve or reject the transfer.
  3. Provided the Current Chapter’s Secretary-Treasurer approves, the Proposed Chapter’s Secretary-Treasurer shall then follow its local decision-making process to approve or reject the transfer.
  4. Provided the Proposed Chapter agrees to the transfer, the Proposed Chapter’s Secretary-Treasurer shall notify the Supreme Chapter’s Secretary-Treasurer to complete the process.

 

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.

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 notbe used on office doors, office buildings, name plates, directories, publications or stationery, including personal, professional or appointment cards. The abbreviation maynot 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:

1.      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

2.      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.

C-8 Confidentiality
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.

E-2 Definitions

1.      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.

2.      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.

E-3 Procedures

1.      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.

2.      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.

3.      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

1.      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.

E-6 Compensation

1.      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.

2.      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.

3.      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.

4.      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:

1.      has received a copy of the conflicts of interest policy,

2.      has read and understands the policy,

3.      has agreed to comply with the policy, and

4.      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:

1.      Whether compensation arrangements and benefits are reasonable and the result of arm's length bargaining.

2.      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-

Corporate Records

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

Board Policies/Resolutions

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

Invoices

7 years

Sales Records (service fees, receipts, gift shop)

5 years

Petty Cash Vouchers, Cash Receipts, Credit Card Receipts

3 years

 

Bank Records

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

Payroll Registers

Permanent

State Unemployment Tax Records

Permanent

EarningsRecords

7 years

Garnishment Records

7 years

Payroll Tax Returns

7 years

W-2 Statements

7 years

 

Employee Records

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

7 years

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

Press Releases

Permanent

Annual Reports

Permanent

Other Publications, Photos, Press clippings

7 years

 

Legal, Insurance, and Safety Records

Legal Correspondence

Permanent

Appraisals

Permanent

Trademark and Copyright Registrations

Permanent

Insurance Policies

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.

F-6 Compliance
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