Phi Delta Kappa International Bylaws Preamble These bylaws incorporate the Constitution and Bylaws that were substantially amended in 2000. These bylaws, together with board policy, govern Phi Delta Kappa International, Pi Lambda Theta, and the Future Educators Association. They describe a covenant between the association and its members. Article I. Name The name of the association is Phi Delta Kappa International, Incorporated, hereafter referred to as Phi Delta Kappa or PDK. PDK International is the legal corporate entity and also serves as the governing organization for two other education associations, Pi Lambda Theta and the Future Educators Association. Article II. Purpose The purpose of Phi Delta Kappa International (PDK) is to promote high-quality education, in particular publicly-supported education, as essential to the development and maintenance of a democratic way of life. This purpose is accomplished through our tenets of leadership, research, and service. PDK is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organizations shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. Page 1 of 6
Section 1. Qualifications Article III. Membership Membership is open to qualified candidates who are committed to the purposes of the association without regard to age, race, color, gender, national origin, religion, disability, or sexual orientation. Section 2. Categories of Membership 2.1 Phi Delta Kappa (PDK) Membership PDK shall be open to professional educators and other individuals who are committed to the purposes of the association. 2.2 Pi Lambda Theta (PLT) Membership PLT shall be open to any individual who has demonstrated superior scholastic achievement as defined by policy and either intends to pursue or is already involved in education as a profession. 2.3 Future Educators Association (FEA) Membership FEA shall be open to students with an interest in education as a profession, their advisors, and other interested individuals. Section 3. Voting Rights PDK members have the right to one vote in the election of PDK officers and ELECTED directors, and on proposed PDK amendments to the bylaws. Voting shall be conducted in accordance with policy. Article IV. Dues The initial and annual dues are determined from time to time by the Board of Directors. Section 1. Authority and Responsibility Article V. Board of Directors The Board of Directors is the PDK governing body, also known as the International Board or the Board. All powers not otherwise delegated, reserved, or implied are vested in the Board. The Board of Directors: supervise, control, and direct the affairs of PDK, its committees, and publications; determine association policy and adopt such rules and regulations for the conduct of its business as it deems advisable; actively pursue its purpose and have discretion in the investment and disbursement of its funds; undertake such additional duties, and appoint committees and other work groups as it deems necessary, for the conduct of association business; and employ an CHIEF EXECUTIVE OFFICER executive director and establish the terms of such employment. Page 2 of 6
Section 2. Composition The Board of Directors of PDK is composed of the officers of the association who are the CHAIR president, VICE CHAIR the president-elect, and the PAST CHAIR immediate past president; the elected directors; the appointed directors; and the CHIEF EXECUTIVE OFFICER executive director, all of whom have one vote. Section 3. Election and Appointment 3.1 Officers OFFICERS WILL BE ELECTED ANNUALLY BY THE BOARD OF DIRECTORS FROM AMONG THE MEMBERS OF THE BOARD WITH THE EXCEPTION THAT THE CHIEF EXECUTIVE OFFICER MAY NOT SERVE AS AN OFFICER OF THE ASSOCIATION. AFTER THE INITIAL ELECTION OF THE CHAIR AND VICE CHAIR, THE VICE CHAIR WILL SUCCEED THE CHAIR, AND ONLY A VICE CHAIR WILL BE ELECTED ANNUALLY. THE CHAIR WILL BECOME PAST CHAIR AFTER ONE YEAR OF SERVICE. THE PRESIDENT, PRESIDENT- ELECT AND PAST PRESIDENT WILL FINISH THEIR TERMS OF OFFICE AS MEMBERS OF THE BOARD AS ESTABLISHED AT THE TIME OF THEIR ELECTION. The president-elect is a member of PDK for five or more consecutive (prior) years, and who is elected by a majority vote of the voting members in accordance with policy. The president-elect shall succeed to the office of president and the president shall succeed to the office of immediate past president. 3.2 Elected Directors Elected directors will meet requirements and be elected in accordance with policy. There will be a minimum of six elected directors. 3.3 Appointed Directors The Board of Directors may appoint additional directors in accordance with policy. AT ITS DISCRETION THE BOARD MAY APPOINT There will be up to FIVE three appointed ADDITIONAL directors. Section 4. Terms of Office 4.1 Officers THE TERM OF OFFICE OF THE CHAIR, VICE CHAIR AND PAST CHAIR IS ONE YEAR. President, the president-elect, and the immediate past president is two years, and begins on July 1 of odd-numbered years. 4.2 Elected Directors The term of office of the elected directors is three years, and limited to no more than two consecutive terms. 4.3 Appointed Directors The term of office of the appointed directors will not exceed three years and is limited to no more than two consecutive terms. Page 3 of 6
4.5 CHIEF EXECUTIVE OFFICER Executive Director The CHIEF EXECUTIVE OFFICER executive director shall serve ex-officio. Section 5. Manner of Acting The Board of Directors will hold two regularly scheduled meetings annually and may set other regular meetings at other times as it determines necessary. Special meetings of the Board of Directors may be called by or at the request of the CHAIR president. Notice of any special meeting of the Board of Directors shall be given at least two (2) days before such meeting by written or oral notice. At each meeting of the Board of Directors, each board member will have one vote. The affirmative vote 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. A majority of the directors in office immediately before a meeting begins constitutes a quorum. Section 6. Vacancies and Removal 6.1 Officers The VICE CHAIR president-elect will fill a vacancy in the position of CHAIR president created by the inability of the CHAIR president to serve. A vacancy in the position of Vice Chair president-elect is filled by appointment of the Board until the next scheduled election, at which time both a president and a presidentelect will be elected to fill the unexpired terms of office. 6.2 Directors A vacancy in the position of director is filled by appointment of the Board in accordance with policy. Directors may be removed from office upon an affirmative vote of two-thirds of the Board of Directors. 6.3 Conflict of Interest The Board of Directors will be governed by a conflict of interest policy and will make such disclosures and recuse themselves when required by the policy Article VI. Standing Committees The Nominations and Elections Committee will guide the election of the president-elect and elected directors according to policy. The committee shall be chaired by a FORMER MEMBER OF THE BOARD OF DIRECTORS past president appointed by the Board. Members of the committee are appointed by the Board, number and term of office determined by policy. No member of the committee will be a nominee for an elected position. Article VII. Regions The Board of Directors will establish regions, which may be reapportioned from time to time in accordance with policies Article VIII. Chapters The Board of Directors authorizes the establishment of Phi Delta Kappa, Pi Lambda Theta and Future Educators Association chapters to further the purpose of the Page 4 of 6
association in accordance with policies determined by the Board. Each chapter undertakes responsibilities, and provides services and programs to meet the needs of its members in accordance with policies determined by the Board. Article IX. Affiliates The Board of Directors may authorize the establishment of organizational affiliates in accordance with policies determined by the Board. Article X. Liability, Indemnification and Insurance No director or officer serving without compensation and no other person who renders service to or for the association without compensation, other than reimbursement for actual expenses, will be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, officer or other person unless the act or omission constituted willful or wanton conduct. Willful or wanton conduct means a course of action which shows actual or deliberate intention to cause harm or which, if not intentional, shows an utter indifference to or conscious disregard for the safety of others or their property. Each person who at any time is or was a director, officer, employee or agent of the association shall be indemnified by the association in accordance with and to the full extent permitted by the Indiana Nonprofit Corporation Act of 1991 as in effect at the time of adoption of this bylaw or as amended from time to time, and by any subsequent Indiana nonprofit corporation law. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which an individual seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise. If authorized by the Board of Directors, the association may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the association against liability asserted against or incurred by such individual in such capacity, whether or not the association would have the power to indemnify the individual against the same liability. Article XI. Amendments Any PDK voting member or any member of the Board of Directors may propose amendments to the bylaws no later than 14 calendar days prior to a regularly scheduled meeting of the Board of Directors, at which meeting the proposal will be considered. If the proposal receives a two-thirds affirmative vote of the Board, a ballot containing the proposed amendment is submitted to the voting members within 30 calendar days following the board s action on the proposal. The voting members are allowed 30 calendar days following the submission of the ballot to cast their vote. Ballots will clearly indicate the directions for completion and the date by which voting must be completed in order to be counted. Improperly marked ballots will not be counted. Upon receiving a two-thirds affirmative vote of the members voting, proposed amendments shall be deemed ratified and shall become effective immediately unless a different effective date is specified in the amendment. Page 5 of 6
Article XII. Dissolution Upon the dissolution of the organization, assets shall be distributed first to the Phi Delta Kappa Education Foundation if it is in existence on the day of the dissolution of the association and qualifies as an organization to which contributions are deductible for federal tax purposes under Section 2055 (a) or the corresponding provision of any subsequent federal tax law. If such organization is not then in existence or no longer an organization to which contributions are deductible for federal tax purposes under Section 2055 (a) or the corresponding provision of any subsequent federal tax law, the assets shall then 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 a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Page 6 of 6