Bylaws Phi Beta Kappa PBK Northern California Association Honor Society

Bylaws - Revised May 4, 2003

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These amended By-Laws were originally adopted by members at the Annual Meeting on April 24, 1971, and approved by the Phi Beta Kappa Society by letter dated November 4, 1971. This copy reflects amendments adopted and approved through May 4, 2003.

ARTICLE I. REGIONAL JURISDICTION

SECTION 1. The regional jurisdiction of the Phi Beta Kappa Northern California Association, Gamma of California (the "Association") shall include Monterey, Kings and Tulare Counties and all California counties north of these counties.

ARTICLE II. PURPOSES OF THE ASSOCIATION

SECTION 1. Within its regional jurisdiction, the purposes of the Association are:

a. Recognition and encouragement of scholarship.

b. Recognition of students who achieve distinction in liberal arts and science studies in universities and colleges.

c. Provision of financial assistance through grants to outstanding students pursuing graduate degrees or professional studies.

d. Recognition of teaching excellence and making awards which encourage teaching excellence.

SECTION 2. No substantial part of the activities of this Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Association shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

SECTION 3. The property of this Association is irrevocably dedicated to educational purposes meeting the requirements for exemption provided by section 501(c)(3) of the Internal Revenue Code. No part of the net income or assets of the Association shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

SECTION 4. Upon the dissolution or winding up of the Association its assets remaining after paying, or provision for payment, of all debts and liabilities of the Association, shall be distributed to a non profit fund, foundation, or corporation which is organized and operated exclusively for educational purposes which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code. If this Association holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which the Association has its principal office, upon petition therefor by the Attorney General or by any person concerned with the liquidation in a proceeding to which the Attorney General is a party.

ARTICLE III. ASSOCIATION OFFICERS AND BOARD

SECTION 1. Officers of the Association are the President, three Vice Presidents, Treasurer, Recording Secretary, and Corresponding Secretary.

SECTION 2. The Association is governed by the Association Board.

a. The Association Board shall consist of the Association officers plus three standing committee chairmen from the committees to be chosen by the Association Board. The most recent, available Past President shall be a Board member ex-officio. The Chairman of the Council of Past Presidents shall be a Board member ex-officio without vote.

b. No more than two members of the Association Board may be on the staff of any one educational or commercial institution concurrent with their terms on the Board. For the purposes of this requirement each campus shall be deemed to be a separate institution.

c. The Association Board shall hold regular meetings; shall receive reports from officers and committees; and shall take actions on majority vote of those in attendance at regular or special meetings called by the President. For special meetings, four (4) days advance notice by mail or twenty-four (24) hours advance notice by telephone shall be provided. A quorum for such meetings shall be five of the Board members.

d. The Association Board, by majority vote, shall choose the delegates and alternates who shall represent the Association at the Triennial Council of the Phi Beta Kappa Society.

e. The Association Board, by majority vote, shall ratify appointments to the Program, Scholarship, Teaching Excellence, By-laws and Audit Committees, which committees shall report to the Association Board and to the Association membership.

f. The Association Board is the final authority for all decisions for which no explicit alternatives are provided herein.

SECTION 3. All members of the Association Board and members of all committees shall maintain the confidentiality of all records and shall provide all copies of same to their successors and to the Association Board upon request.

SECTION 4.

a. An office or directorship on the Association Board shall be deemed to have become vacant when an officer or director (i) dies or resigns prior to the end of his or her term or (ii) is unable to fulfill his or her duties for a period covering two consecutive meetings of the Board, unless excused by majority vote of the Board or (iii) is removed by vote of majority of the Association members in attendance at a special meeting called in accord with Article VIII, Section 2 of these bylaws.

b. Any failure of an officer or other member of the Association Board to fulfill his or her duties for a period covering two consecutive meetings of the Board, which failure is excused by majority vote of the Board, shall be deemed to be an absence. The temporary inability, as determined by an officer or director, to perform his or her duties as a result of personal or business travel, illness, or other activities shall be deemed to be a short term absence. Both an absence and a short term absence are hereinafter referred to as an absence.

c. All vacancies in office or on the Association Board shall be filled by affirmative vote of 2/3 of the Board, except in the case of a vacancy caused by removal by the Association members, in which event the vacancy shall be filled by vote of 2/3 of the Association members in attendance at the special meeting. A vacancy in the office of the President shall be filled by the First Vice President until such time as the Association Board or the Association members shall fill the vacancy.

d. In the event of an absence, the President shall appoint a member of the Association Board to perform the duties of the absent officer or director, if in the judgment of the President any duties of the absent officer or director must be performed during the absence; or, if the President does not make the appointment and if in the judgment of the other members of the Executive Committee the duties of the absent officer or director must be performed during the absence, the Association Board by 2/3 vote shall make the appointment. In the event of the absence of the President, the First Vice President shall perform the duties of the President until such time as the President or the Association Board shall appoint a member of the Board to perform the duties of the absent officer or member.

ARTICLE IV. DUTIES OF ASSOCIATION OFFICEHOLDERS

SECTION 1. The President shall call and preside at meetings of the Association Board, the Executive Committee and any business meeting of the members of the Association; shall make appointments to committees which are not otherwise required under these By-laws; shall establish such other committees as deemed desirable to carry out the Association objectives; shall be an ex-officio member of all Association committees except the Nominating Committee and shall lead, coordinate and facilitate such steps as deemed necessary or advisable to achieve the purposes of the Association.

SECTION 2. The First Vice President shall be chairman of the Program Committee, shall be an ex-officio member of other Association program-related committees as assigned by the president; shall lead, coordinate and facilitate such steps as deemed necessary or advisable to achieve the purposes of the Association; and shall be bonded. In the event of the absence of the President or vacancy of the Presidency, the First Vice-President shall act as the President until such time as the absence or vacancy is filled as provided in subsections c and d of this Section 4 of Article III.

SECTION 3. The Second Vice President shall be chairman of the Scholarship Committee and an ex-officio member of the committee established by the Association Board for addressing the Teaching Excellence objective of the Association.

SECTION 4. The Third Vice President shall be chairman of the Membership Committee; shall be responsible for receiving and recording all new and renewal membership applications, payment of dues, and contributions; will correspond with members and prospective members to resolve questions regarding membership status; and will work with the Treasurer to insure that membership lists and dues are accurate.

SECTION 5. The Treasurer shall collect all dues and donations; shall make authorized payments and sign all checks issued by the Association; shall maintain complete records of receipts and expenditures for general and all special funds; shall present or provide current financial reports at Association Board meetings, at the Association annual and special meetings, and as otherwise required; shall establish appropriate trust funds, with interest earned credited to the appropriate funds; shall file appropriate reports and returns to Federal and State tax agencies; and shall be bonded. The Association fiscal year shall be from July 1 to June 30 of the following year.

SECTION 6. The Recording Secretary shall be responsible for sending all notices of the Association Board meetings to the Board and shall record and distribute to the Board the minutes of all Association Board and Executive Committee meetings; shall record and make available to the membership, on request, the minutes of the annual and any special meetings of the Association; shall maintain a system of historical files and records of recipients of Association awards.

SECTION 7. The Corresponding Secretary shall prepare and maintain copies and files of all Association correspondence and communications on behalf of the Association Board; shall be responsible for sending all notices of meetings of the Association and all communications on behalf of the Association Board; shall establish and maintain a current list of officers of other Phi Beta Kappa Associations; shall maintain a calendar of all Association activities; shall acknowledge all gift receipts; and shall prepare an annual report to the Phi Beta Kappa Society.

SECTION 8. The most recent, available Past President of the Association who has finished a term of office shall perform duties arising from assignment by the President or by action of the Association Board; shall be the liaison with the Council of Past Presidents in the absence of the Chairman of the Council.

SECTION 9. The Chairman of the Council of Past Presidents shall be selected by a majority of responding past presidents of the Association to serve for one year; shall be the primary liaison between the Association Board and past presidents of the Association; shall report the Council's considerations and recommendations to the Association Board and, where membership action is required, to the Association's membership.

ARTICLE V. COMMITTEES

SECTION 1. The Executive Committee shall consist of the President (Chairman), First and Second Vice Presidents, the Treasurer, and the Recording Secretary. It shall meet at the call of the President to take actions between regularly scheduled meetings of the Association Board that can not be deferred until the next Board meeting. All actions of the Executive Committee shall require an affirmative vote of at least three members of the Committee and the action shall be reported promptly to the entire Association Board.

SECTION 2. The Program Committee shall consist of the First Vice President (Chairman) who may select additional members as deemed necessary; shall plan and arrange a minimum of six programs serving the interests and accessibility of members as well as the purposes of the Association. One of these programs shall be the annual meeting. These programs do not include "special events" for which special committee organization may be provided. For Program Committee budgeting, net expenses incurred per year, exclusive of "special events" which shall be self-financed, shall not exceed seven percent of the Association's uncommitted cash assets at the conclusion of the last annual meeting. The Program Committee may invite Friends of the Northern California Association to programs.

SECTION 3. The Scholarship Committee shall consist of the Second Vice President (Chairman), plus at least five additional members having staggered terms of three years such that not more than two expire in any one year, plus the Treasurer as an ex officio member. The Committee shall recommend all grants made directly by the Association to students enrolled in graduate degree programs within the Association's regional jurisdiction, subject to the final confirmation by majority vote of the Association Board.

SECTION 4. The Nominating Committee shall consist of seven members. One shall be an Association Board member selected by the new fiscal year's Board. One shall have been a member of the previous year's Nominating Committee and selected by that Committee. It shall be that member's responsibility, as Chairman pro tem, to convene the first meeting of the new Nominating Committee, at which meeting the Committee shall elect its Chairman. The remaining five members shall be elected by the membership. No one shall serve more than two consecutive terms of one year.

SECTION 5. The Elections Committee shall consist of at least three members appointed by the President and ratified by the Association Board and shall be responsible for: the mailing of ballots to members in good standing; balloting details to assure that each member casts only one vote; tallying the vote and reporting the results at the annual meeting or special meeting if held.

SECTION 6. The Membership Committee shall maintain an up-to-date list of all members, their names, addresses, telephone numbers and other information pertinent to the work of the Association; shall maintain a three year record of current and past dues paid, and contributions made, by members; shall prepare an up-to-date directory of all Association members no less often than for the Association's annual meeting prior to each Triennial Council of the Phi Beta Kappa Society to include the name, address, telephone number, school and year of initiation into Phi Beta Kappa, and such other data as approved by the Association Board. The Membership Committee shall maintain a list of the names, addresses and telephone numbers of the Friends of the Northern California Association and their contributions for the current and past three calendar years.

SECTION 7. The Audit Committee shall consist of at least three members who shall audit the previous year's financial transactions. The Committee's report shall be sent to the President as soon as possible prior to the next annual meeting and a summary sent to the membership with the next regular mailing. The Treasurer shall cooperate with the Committee but shall not be a member of the Committee.

SECTION 8. The Council of Past Presidents shall meet at least annually to discuss a report from the Chairman of the Council on the activities and objectives of the Association.

SECTION 9. Committees, unless otherwise indicated in these By-laws, report to the Association Board; subcommittees report to the committees of which they are a part. Ad hoc committees, appointed by the membership at an annual or special meeting or by the Association Board or by the President, shall not have lives over two years unless extended by action of the Association Board.

ARTICLE VI. PBK NCA ENDOWMENT FUND

SECTION 1. The Association hereby provides for the creation of an endowment fund for the purpose of obtaining funds to be held in trust for use in promoting the purposes of the Association as set forth in these By-laws. The name of the fund shall be PBK NCA Endowment Fund.

ARTICLE VII. ELECTIONS

SECTION 1. Terms of Association Board members and members of the Nominating Committee shall be from July 1 to June 30 of the following year.

SECTION 2. In case of multiple nominees for a single office or more nominees than required to fill the office vacancies, those with the largest number of votes shall be duly elected. In case of issues put to membership vote, a simple majority vote prevails except for By-law amendments (ARTICLE X, SECTION 2).

SECTION 3. The Nominating Committee shall prepare a slate of nominees for elective members of the Association Board and the five members of the Nominating Committee to be elected by the membership.

a. Additional nominations may be made by the membership by written petition to the chairman of the Nominating Committee received at least sixty (60) days before the annual meeting, signed by the nominee(s) and at least fifteen other members in good standing.

b. All nominees, including those nominated by the membership, shall send to the chairman of the Nominating Committee a written consent to serve if elected, along with concise biographical data relevant to the position nominated.

c. The slate of nominees, including any nominations received from the membership, and biographical data shall be sent to the President at least forty (40) days before the annual meeting of the Association. This slate shall be sent to each member in good standing at least thirty (30) days before the annual meeting.

d. In the event of an uncontested election, a vote shall be taken at the annual meeting. No additional nominations may be made by the membership at this time.

e. If the slate is contested, the Election Committee shall hold a mailed-ballot election.

ARTICLE VIII. MEETINGS AND NOTICES

SECTION 1. The Association shall hold an annual meeting, of which the annual business meeting shall be a part, at such date as the President shall set. Notices of the annual meeting shall be sent to Association members at least thirty (30) days prior to the date of this meeting, which notice shall include a detailed agenda for the business meeting including specific proposals to be voted upon. The quorum for the annual business meeting shall be fifteen (15) members.

SECTION 2. Special business meetings of the Association may be called by the President with the approval of the Association Board, or on the written petition of at least twenty-five (25) members in good standing. Such meetings shall be held within sixty (60) days following the call or receipt of the petition. The agenda for the meeting shall be sent with the notice of the meeting time and place to all members in good standing at least thirty (30) days in advance of the meeting date. The special meeting shall be confined to the specific purpose for which the meeting is called and the quorum shall be twenty-five (25) members in good standing.

SECTION 3. Executive Committee meetings may be called by the President on three (3) days telephoned notice. A telephone conference call shall serve in every respect as an in-person meeting.

SECTION 4. All committees shall meet at the call of their chairmen; the President may call a special meeting of any committee on ten (10) days notice.

SECTION 5. All meetings of the Association and of its committees shall be conducted in accordance with these By-laws. In the absence of provision in these By-laws, any controversy shall be resolved by reference to the current edition of Robert's Rules of Order.

ARTICLE IX. DUES AND EXPENDITURES

SECTION 1. Annual dues for the Association members for the membership year, which is January 1 to December 31, shall be:

a. For new initiates to Phi Beta Kappa who become members in the year of initiation no dues in the year of initiation or, if initiation occurs in the months of November or December, the year following initiation.

b. Full-time students: to be established by majority vote of the Association Board.

c. All others: to be established by majority vote of members in good standing in attendance at the annual business meeting, but not less than fifteen ($15.00) dollars.

SECTION 2. A member is in good standing for the year for which dues are paid. Membership shall expire on December 31 of each year and shall be renewed by payment of annual dues.

SECTION 3. The Association Board may establish additional categories of membership to encourage and recognize voluntary contributions to general or specific funds and may accept restricted and unrestricted contributions from members and nonmembers of the Association. The Association Board may recognize nonmember contributors as Friends of the Northern California Association.

SECTION 4. The Association Board may contract for such services as required to achieve the Association's objectives. Such services shall not extend beyond the term of the contracting Association Board. For all purposes, except checks for disbursements, any Association officer and any one (1) other member of the Association Board may sign for the Association.

SECTION 5. All checks for disbursements exceeding $300.00 shall have the signatures of the Treasurer and one (1) other officer of the Association.

SECTION 6. The Treasurer shall pay authorized Association expenses from Association funds without further Association Board or Executive Committee action including:

a. Sums approved by membership actions at the Association's annual business meeting or special meeting.

b. All authorized expenses of the annual meeting.

c. Authorized expenses of Program Committee events, within the budget limit indicated in these By-laws.

d. Annual sums to be paid to the Phi Beta Kappa Society.

e. Reasonable travel expenses of Association delegates to the Triennial Council of the Phi Beta Kappa Society.

f. Costs of preparing, printing and mailing the Association directory.

g. Costs of communications and mailings.

h. Costs for contracted services.

SECTION 7. Disbursements for awards in any fiscal year shall be set each year by the Association Board using the following guidelines:

a. voluntary contributions directly to trust funds designated for awards,

b. income from trust funds held for awards, and

c. the difference between the Association's uncommitted cash assets as of the date award disbursements are approved, and the average of the General Fund expenses, not including special events, for the previous three full fiscal years. Disbursements for Teaching Excellence awards from the General Fund shall not exceed 10% of the total disbursements from the General Fund.

ARTICLE X. AMENDMENTS AND REVISIONS

SECTION 1. Proposed changes to the bylaws submitted to the Board for review must be presented in writing one meeting prior to the meeting at which they are to be considered. Additions or revisions receiving a two-thirds vote of approval of the Board members in attendance, shall be recommended to the general membership for their approval.

SECTION 2. These By-laws may be amended or revised by a two-thirds vote of a quorum of the members of the Association, either

a. in attendance at the business portion of the annual meeting of the Association, or

b. at a special meeting, provided the substance of the proposed amendments are communicated to the current members of the Association in writing at least twenty (20) days in advance of such vote.

SECTION 3. The President may request balloting by mail for the purposes of amending or revising the By-laws.

SECTION 4. Each provision of these By-laws, and all subsequent amendments thereof, shall be provisional until approved by the Phi Beta Kappa Society, at which time they will become effective.