By Laws and Constitution
ARTICLE I: NAME
The name of this organization shall be Alpha Delta, Incorporated, hereinafter referred to as the Society.
ARTICLE II: MISSION
The purpose of the society shall be to recognize and encourage scholarship and community service among two-year college students in Sociology. To achieve this purpose, the Society shall:
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· Provide opportunities for awarding distinction to students with high scholarship and personal interest in Sociology.
· Promote student interest in sociological research.
· Encourage student interest in Sociology through community engagement.
· The society is organized exclusively for charitable and educational purposes under section 502 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
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ARTICLE III: MEMBERS
The Society is a membership corporation, with Active Members and Honorary Members as set forth below. Unless otherwise designated, all references to meetings of Members and other related provisions within this Article shall apply to both Active and Honorary Members.
Section 1. Classes of Members. Members shall meet the following minimum criteria for membership. Any chapter, at its discretion, may establish higher criteria.
1. Active Members. Collegiate or professional members who pay annual national dues shall be active members of the Society.
2. Collegiate Members are students currently enrolled in a two-year college with a Society Chapter who have completed a minimum of one college course in Sociology, with a grade no less than a B in Sociology courses, and a minimum GPA of 3.5 in general scholarship; they must have completed at least one semester or two quarters of college course work for a cumulative total of twelve semester hours.
4. Professional Members. Alumni of collegiate chapters shall be professional members. Faculty members meeting the following criteria may be elected to professional membership: have earned one or more degrees qualifying them to work in a profession with the above scholastic eligibility requirements.
B. Honorary Members. National honorary members shall be persons outside the field, excluding those who are employed in the field, who have made distinctive scholarly contributions, research contributions, and general contributions to the field of Sociology.
Section 2. Membership in the Society is open to qualified candidates including persons with disability, without regard to age, color, gender, national origin, race, religion, and/or sexual orientation.
Section 3. Privileges of Membership.
A. Active members shall have the right to vote, hold office, be elected as delegate to the Conclave, be elected or appointed to committees of the Society and the chapters to which the members belong provided other uniform criteria are met, and shall have such other privileges as the Board of Directors or the Assembly of Delegates shall determine.
B. Honorary members shall have all the privileges of active members except the right to vote, hold office, or serve on committees.
Section 4. If a member fails to pay dues, fees, or assessments, active membership shall automatically terminate. A member may be reinstated by payment of required dues, fees, or assessments.
Section 5. A member desiring to resign from the Society shall submit such resignation in writing to the Executive Director. A member shall not be entitled to return of fees or dues.
Section 6. Any member having resigned from membership may be reinstated upon application to the Executive Director and upon meeting such uniform terms and conditions as may be established by the Board of Directors.
Section 7. Membership in the Society may be suspended or terminated by the Board of Directors for just cause. Sufficient cause for such suspension or termination of membership may be violation of this Constitution or any lawful rule or practice adopted by the Society or other conduct deemed by the Board of Directors to be prejudicial to the best interests of the Society. A statement of the charges shall be sent by registered mail to the last recorded address of the member, accompanied by notice of the time and place of the meeting at which the charges are to be considered. At least thirty days notice shall be given, and the member shall have the opportunity to appear in person or to be represented by counsel and to present any defense to such charges before action is taken by the Board of Directors. The Board may adopt such rules as may be necessary to assure due process to the member. The decision for suspension or termination shall be by a two-thirds vote of the Board of Directors. A member suspended or terminated for just cause shall not be entitled to return of dues or fees.
Section 8. The amount of any national dues, fees, and assessments for any class of membership in the Society shall be established by the Board of Directors. The dues year shall be the same as the fiscal year, July 1 - June 30. Undergraduate collegiate members shall not be required to pay further national dues until after the Associates degree is granted.
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ARTICLE IV: OFFICERS AND STUDENT BOARD MEMBERS
Section 1. The officers of this Society shall be the Chair, Chair-Elect, First Vice Chair, Second Vice Chair, and Secretary. To be eligible for nomination to any national office except that of Student Board Member, a candidate shall have previous service as a Society or predecessor society officer, committee chair, committee member, chapter advisor, or alumni chapter officer and shall have been an active member for a minimum of one semester or 2 quarter semesters prior to nomination.
Section 2. There shall be three elected collegiate Student Board Members.
Section 3. Officers shall be elected via online voting. Each active member shall be eligible to vote. Completed ballots shall be posted for 30 days after distribution in order to be counted. Student Board Members shall be elected by the Assembly of Delegates.
Section 4. Officers shall hold office for the following terms or until their successors are elected. The Chair-Elect shall be elected biennially in even years to serve a one-year term as Chair-Elect followed by a one-year term as Chair. The First Vice Chair and Secretary shall be elected in even-numbered years to serve one-year terms. The Second Vice Chair shall be elected in odd-numbered years to serve a one-year term.
Section 5. No member shall be eligible to serve more than two consecutive terms in the same office. A member having served more than half a term shall be deemed to have served a term. The term of office shall begin on August following the election.
Section 6. Any elected officer or Student Board Member may be removed for just cause. Sufficient cause for such removal may be violation of this Constitution or any lawful rule, practice, or procedure adopted by the Society or other conduct deemed by the Board of Directors to be prejudicial to the best interest of the Society. For removal of an elected officer/Student Board Member for cause, it shall be necessary for the Board of Directors to hold a formal hearing. A statement of the charges shall be sent by registered mail to the last recorded address of the officer/Student Board Member, accompanied by notice of the time and place of the meeting at which the charges are to be considered. At least thirty days notice shall be given, and the officer/Student Board Member shall have the opportunity to appear in person or to be represented by counsel and to present any defense to such charges before action is taken. The Board of Directors shall adopt such rules as may be necessary to assure due process to the officer/Student Board Member. The decision for removal shall be by a two-thirds vote of the
Board of Directors.
Section 7. Should the office of Chair become vacant, the Chair-Elect shall become Chair automatically, to serve for the unexpired term and for the term immediately following. In even years, the First Vice Chair shall fill the vacancy for the unexpired term. Should the office of Chair-Elect become vacant, it shall be filled by the First Vice Chair. A vacancy in any other office shall be filled by the Board of Directors.
Section 8. No member other than a Society employee shall receive employment compensation for service to the Society, unless specifically authorized by the Board of Directors.
Section 9. The Board of Directors may authorize reimbursement of expenses incurred in the performance of their duties for the Society and prescribe procedures for approval and payment of such expenses.
ARTICLE V: DUTIES OF OFFICERS AND STUDENT BOARD MEMBERS
Section 1. The officers shall perform the duties prescribed by this Constitution and by the parliamentary authority adopted by the Society
Section 2. The Chair shall preside at all meetings of the Assembly of Delegates and Board of Directors, serve as liaison to the Constitution Committee, serve as an ex officio member of all committees except the Nominating Committee, and provide leadership of the Society on behalf of the members.
Section 3. The Chair-Elect shall preside in the absence of the Chair and fill any vacancy in the office of Chair, recommend appointments for expiring committee memberships to the Board of Directors and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 4. The First Vice Chair shall fill any vacancy in the office of Chair-Elect and Chair in every year, and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 5. The Second Vice Chair shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 6. The Secretary shall keep a record of all proceedings of the Conclave and the Board of Directors and of all decisions made by online ballots, develop an annual summary of Society activities and accomplishments for inclusion in the Society history, provide leadership for maintaining the policies and procedures manuals, and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
Section 7. The Student Board Members shall serve as fully participating members of the Board of Directors and represent an ownership of diverse people who have many points of view and shall have such other duties as may be determined by the Board of Directors to accomplish Society priorities.
ARTICLE VI: MEETINGS
Section 1. The meeting of the Society shall be known as the Conclave; it shall be held at a time and place the Board of Directors shall determine and at which time the Assembly of Delegates shall meet.
Section 2. The Assembly of Delegates shall be the policy-making body of the Society, subject to this Constitution and the laws of the State of Texas. The voting members of the Assembly of Delegates shall consist of the voting members of the Board of Directors, one delegate from each collegiate chapter, and one delegate from each alumni chapter with a membership of 50 members or fewer. An additional delegate for each 50 members above a membership of 50 shall be allowed alumni chapters. A quorum shall consist of a majority of the registered voting delegates.
Section 3. The official call to Conclave giving the time and place of the meetings of the Assembly of Delegates shall be published in an official publication of the Society at least 90 days in advance of the Conclave.
ARTICLE VII: BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the Chair, Chair-Elect, First Vice Chair, Second Vice Chair, Secretary, two Student Board Members, and Executive Director. The Executive Director shall be an ex officio member without vote.
Section 2. The Board of Directors shall have general supervision of the Society between meetings of the Assembly of Delegates; shall develop governing policies that concern ends, executive limitations, board process, and board/executive director relations; and is vested with full power to conduct all business of the Society between meetings of the Assembly of Delegates. The Board of Directors shall be subject to the orders of the Society and none of its actions shall conflict with action taken by the Society. The duties of the Board of Directors shall include: appoint an Executive Director who shall be chief administrator of the Society; cause to be bonded all officers and employees entrusted with property, real or personal, belonging to the Society; cause the financial reports of the Society to be examined annually and at the time shall determine what level of examination is needed; report budget policy and financial status to the Assembly of Delegates; review the reports of officers and committees of the Society and any recommendations and resolutions to come before the Assembly of Delegates and to make recommendations thereto; propose policies to the Assembly of Delegates for their consideration; adopt rules and regulations for the conduct of the affairs of the Society; and perform such other duties as are prescribed or permitted by the laws of the State of Texas for a Board of Directors or by this Constitution and the policies adopted by the Assembly of Delegates.
Section 3. Regular meetings of the Board of Directors shall be called by the Chair or by any three members of the Board.
Section 4. Special meetings of the Board of Directors may be called by the Chair and shall be called upon the written request of a majority of the voting members of the Board of Directors. Ten days' notice shall be given except for meetings that be called during a Conclave. Business shall be limited to that which is stated in the call.
Section 5. A majority of the voting members of the Board of Directors shall constitute a quorum.
Section 6. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is signed by a majority of the Directors having not less than the minimum number of votes necessary to authorize or take the action at a meeting where all eligible directors were present and voted. Such consent shall have the same effect as a vote of the directors and may be stated as such in any articles or document filed with the State of Texas.
Section 7. Upon the dissolution of this nonprofit organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose.
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ARTICLE VIII: EXECUTIVE DIRECTOR
The Executive Director shall serve under the direction of the Board of Directors as the chief executive officer of the Society. The Executive Director shall implement policies and programs of the Assembly of Delegates and Board of Directors; be responsible for relations with chapters, members, and external groups; supervise and manage the offices of the Society and engage all employees; serve as custodian of properties, deeds, records, and archives belonging to the Society and hold, invest, and disburse monies according to policies established by the Board of Directors; provide leadership for long-range planning; serve as Editor of Society publications; and coordinate and expedite work of the Assembly of Delegates, Board of Directors, and national committees.
ARTICLE IX: COMMITTEES
Section 1. Committees shall be established by the Assembly of Delegates or by the Board of Directors. The Committee Chair and members shall be appointed by the Board of Directors with the exception of the Editorial Committee and the Nominating Committee, which shall be elected. To be eligible for service on a national committee, a candidate shall have been an active member for the preceding twelve months prior to appointment.
Section 2. The Committees of the Society shall include the following:
A. The Awards Committee shall review selection policies, review applications for awards, and select recipients. This is a staff committee.
B. The Constitution Committee shall recommend to the Board of Directors amendments to the Constitution and shall review and approve bylaws of individual chapters. This is a board committee.
C. The Editorial Committee shall determine editorial policies, select guest editors and themes, identify and recommend reviewers, determine review procedures, and make recommendations for fiscal policies regarding Academic year to the Board of Directors. The membership shall consist of six professional members and two student members. The editor shall serve as an ex officio member, without vote. Two professional members shall be elected by online ballot annually to serve three-year terms or until their successors are elected. The two student members shall be appointed annually by the Board of Directors for terms of one year or until their successors are appointed. This is a staff committee.
D. A Nominating Committee of five shall be elected by online ballot. Each active member shall be eligible to vote. Terms shall be for two years or until the successors are elected. Two members shall be elected in every year; three members shall be elected every year. Members of the Nominating Committee shall serve no more than a maximum of three consecutive terms. The Committee Chair shall be appointed annually by the Board of Directors from among the six members. It shall be the responsibility of the Nominating Committee to propose at least one candidate for each office and committee vacancy to be filled. A member of the Nominating Committee may not be nominated for any office or committee vacancy without resigning as a member of the Nominating Committee. This is a board committee.
Section 3. A vacancy in any committee shall be filled by the Board of Directors.
ARTICLE X: CHAPTERS
Section 1. Collegiate Chapters.
A. A chapter of the Society may be established in a college in the United States of America and its territories offering an associate degree as defined in Article II. The institution shall be fully accredited by its regional accrediting agency, and the program shall meet uniform criteria determined by the Board of Directors.
B. A chapter-at-large may be established by two or more institutions that are so located that a joint chapter is feasible and provided that each institution is qualified except in size of program.
C. International chapters may be established according to uniform criteria determined by the Board of Directors.
D. A group desiring a charter for a collegiate chapter shall petition the Board of Directors of the Society. The petition shall be approved by upper administration of the institution. The qualifications of such petitioning groups shall be examined by the Board of Directors and, if approved, submitted to the chapters by online ballot. A two-thirds vote of those chapters returning ballots by a date clearly specified on the online ballot shall be required for a charter to be granted.
Section 2. Alumni Chapters.
A. An alumni chapter may be established in a geographic locality. Professional members who cannot participate in a collegiate or alumni chapter may belong to a National Alumni Chapter.
B. At least ten professional members of the Society living in a geographic area, as defined by the chapter, and desiring to form an alumni chapter may petition the Board of Directors for a charter. Upon approval of their aims and proposed program, the Board of Directors may grant a charter.
Section 3. Chapters in Good Standing. A chapter in good standing shall comply with the Constitution, shall meet uniform criteria determined by the Board of Directors, shall have filed all required reports with the Executive Director, and shall be current in all financial obligations to the Society. The Board of Directors shall apply uniform criteria to determine those chapters which are not in good standing. Only chapters in good standing shall be eligible to vote in a online ballot or to have a delegate to Conclave.
Section 4. Chapters Not in Good Standing.
A. A chapter shall be declared inactive by the Board of Directors in the event that (1) the institution at which the chapter is located fails to meet the requirements listed in Section 1 of this Article or (2) the chapter requests inactive status.
B. A chapter may be placed on probation by the Board of Directors if it fails to meet the criteria for a chapter in good standing for two consecutive years.
C. A chapter may be suspended for cause by the Board of Directors by a two-thirds vote. Sufficient cause for such suspension may be violation of this Constitution or any lawful rule or procedure adopted by the Society. Due notice shall be given by the Board of Directors to the chapter in question by e-mail receipt, and reasonable opportunity shall be allowed for the chapter to meet the requirements or correct infractions before final action to suspend is taken.
Section 5. Each chapter shall determine the number of meetings to be held during the year and report the same on the Chapter Annual Report.
Section 6. A chapter must have at least three elected officers representing the functions of President, Vice President, Secretary, Treasurer, and Editor. The elected officers shall be the members of the chapter Executive Committee.
Section 7. Collegiate chapters shall have chapter advisory councils. A chapter advisory council shall consist of three or more professional members, at least one of whom shall be a member of the faculty of the institution.
Section 8. Chapter dues shall be determined by the chapter.
Section 9. Chapter names shall be designated according to the Greek alphabet in order of chartering.
Section 10. Alumni chapter names shall be chosen by the members of the chapter.
Section 11. Election of Members. Nominations of collegiate members shall be made by the Chapter Advisory Council. Nominations of professional members may be made by either a collegiate or an alumni chapter. Election shall be by a two-thirds vote of the chapter or by online ballots returned by a date clearly specified on the ballot. National honorary members shall be nominated by a chapter or active member and elected by the Board of Directors by a two-thirds vote.
ARTICLE XI: LEADERSHIP COUNCIL
At the conclusion of the term of office, each Board Chair shall become a member of the Leadership Council. The Leadership Council shall recognize the contribution of chairs and shall have such other duties as may be determined by the Board of Directors or the Assembly of Delegates.
ARTICLE XII: PUBLICATIONS
Section 1. The official publication of the Society shall be called __The Collective__. It shall be published and distributed regularly as a refereed journal and a communication link to the membership.
Section 2. Additional publications may be authorized by the Board of Directors.
ARTICLE XIII: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with this Constitution and any special rules of order the Society may adopt.
ARTICLE XIV: AMENDMENT OF CONSTITUTION
This Constitution may be amended in any one of the following ways:
Section 1. An amendment approved by the Board of Directors by majority vote may be adopted by the Assembly of Delegates by a two-thirds vote, provided that the amendment has been submitted in writing to the chapters 120 days before the meeting.
Section 2. An amendment approved by the Board of Directors by a two-thirds vote may be adopted by the Assembly of Delegates by a three-fourths vote without notice to chapters.
Section 3. An amendment approved by the Board of Directors by a two-thirds vote may be submitted to the chapters by online ballot to be acted upon at a regular or special meeting of each chapter. Adoption shall be by a two-thirds vote of those chapters returning ballots by a date clearly specified on the online ballot.
Section 4. An amendment approved by the Board of Directors by a majority vote and by the Assembly of Delegates by a two-thirds vote without notice to chapters may be submitted to the chapters by online ballot to be acted upon at a regular or special meeting of each chapter. Adoption shall be by a two-thirds vote of those chapters returning ballots by a date clearly specified on the online ballot.
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Conflict of Interest Policy
Article I: Purpose
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The purpose of the conflict of interest policy is to protect Alpha Delta’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the. Organization or might result in a possible excess benefit transaction. 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.
Article II: Definitions
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1. Interested Person
Any director, principal 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
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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 with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or
favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III,
Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists
Article III: Procedures
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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 directors and members of committees with governing board delegated powers 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 governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
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a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
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a. If the governing board or committee 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.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV: Records of Proceedings
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The minutes of the governing board and all committees with board delegated powers shall contain:
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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 governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
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.
Article V: Compensation
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a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI: Annual Statements
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Each director, principal officer and member of a committee with governing board
delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Article VII: Periodic Reviews
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To ensure the Organization 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:
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a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management
organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII: Use of Outside Experts
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When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Adopted by the Executive board on 4/22/2016.