Article I. Name and Purpose
The name of this society is SIGMA BETA DELTA, INC. The purposes of this society shall be to encourage and recognize scholarship and accomplishment among students of business, management, and administration; and to encourage and promote aspirations toward personal and professional improvement and a life distinguished by honorable service to humankind. It is organized exclusively for charitable and educational purposes.
Article II. Membership
Section 1.
The membership of the society is composed of those persons of high scholarship and good moral character who are enrolled in subject matter areas including business, management, and administration, and such other persons as shall be provided in the Board of Directors Policy Manual. The classes and conditions for membership in the society shall be provided in the Board of Directors Policy Manual. Sigma Beta Delta does not discriminate on the basis of age, color, disability, national origin, political affiliation, race, religion or gender in the administration of membership or other programs. The induction fee for each member shall be determined by the Board of Directors, and shall be incorporated in the Board of Directors Policy Manual.
Section 2.
Charters to establish a chapter may be granted by the Board of Directors to institutions meeting the following criteria:
Section 3.
The active (voting) membership of the collegiate chapter shall consist of (1) student members of the collegiate chapter, (2) those members of the society who are on the instructional, research, or administrative staffs of the program in business, management, and administration in which the chapter is located, and (3) the officers of the collegiate chapter. Individual members shall not be permitted to vote on any matters, affairs or business of the society unless (1) they are authorized delegates of an active chapter attending a convention or meeting of the society voting for the election of directors or such other matters as submitted to such a meeting by the directors, or (2) they are a duly elected director of the society.
Article III. Governance
Section 1. Corporate Structure
Once every four years, a convention of delegates shall be held at such time and place as may be determined by a majority vote of the Board of Directors. Each collegiate chapter may be represented by the faculty advisor or a duly appointed representative who shall be entitled to vote and to represent his or her chapter on all matters brought before the convention. The Board of Directors of Sigma Beta Delta, Inc. shall also have the right to vote at the convention. The society of Sigma Beta Delta shall be composed of the officers, the Board of Directors, and such committees and staff as the Board of Directors deems necessary to carry out the mission and purposes of Sigma Beta Delta.
Section 2. Corporate Officers
The officers consist of elected officers and appointed officers. The elected officers of Sigma Beta Delta shall be president, vice president, secretary, and treasurer. These officers and the members of the Board of Directors from the society’s governing body and appoints the staff: Executive Director and such additional staff deemed necessary to carry out the mission and purposes of Sigma Beta Delta.
The officers may be elected from either active or alumni members in the following manner: The president shall appoint, with proper regard for geographical distribution, a nominating committee to consist of at least five (5) members of Sigma Beta Delta. This committee shall present, for consideration by the delegates as a whole, a list of nominees that may be added to by nominations from the floor. A majority vote of the accredited delegates at the quadrennial convention shall be necessary to elect officers for the ensuing four-year period. In the event a convention cannot be held, officers may be elected by a mail or electronic ballot.
Section 3. Board of Directors
The Board of Directors shall have all the powers and responsibilities specifically described in or reasonably implied by the various sections of the Bylaws, and such other powers and responsibilities not in conflict therewith the Bylaws as are usually exercised by any governing board. The Board of Directors shall consist of a minimum of twelve (12) up to fourteen (14) members as follows: the president, vice president, secretary, treasurer, the immediate past president, the founding president and a minimum of five (5) up to seven (7) members elected at the quadrennial convention. The Executive Committee is composed of the president, vice president, secretary, treasurer, the immediate past president, and the founding president and may act in the absence of the Board of Directors and has the same powers and responsibilities as the Board.
The Directors may be elected from either active or alumni members in the following manner: A minimum of five (5) up to seven (7). Directors shall be elected at the quadrennial conventions. The Board of Directors shall elect three (3) persons from the membership of Sigma Beta Delta to serve with the president and vice president as a nominating committee. This committee shall present, for consideration by the delegates as a whole, a list of nominees that may be added to by nominations from the floor. In the event a convention cannot be held, Directors may be elected by a mail or electronic ballot. Any vacancy in the Board of Directors shall be filled by an interim appointment by the president with the concurrence of the Board of Directors.
The elected officers and members of the Board of Directors shall take office on July 1 following their election at the quadrennial convention. The elected officers shall serve for four years or until their successors assume office. A minimum of five (5) up to seven (7) elected members of the Board of Directors shall have four-year terms. At each quadrennial convention, at least two new non-continuing Board Members must be elected. No elected officer of the society shall serve more than two (2) consecutive terms in the same office. The Executive Director and other staff officers shall serve at the pleasure of the Board of Directors. A member who misses two consecutive board meetings or three meetings during a four-year term of office will vacate his/her position. If absences are due to extenuating circumstances, the member may be reinstated upon a two-thirds (2/3) vote of the board present and voting.
If, during the interim between quadrennial conventions, the office of president should become vacant, the vice president shall become president for the unexpired term. Should the office of the vice president become vacant during the interim between conventions, the president shall appoint an acting vice president from the Board of Directors to serve the unexpired term. If the office of the secretary or treasurer becomes vacant during the interim between conventions, the vacancy shall be filled (for the unexpired term) by an appointee of the president from the Board of Directors. If needed the secretary and treasurer positions may be combined to a secretary-treasurer position.
Officers who have failed in the proper execution of their duties or who have acted contrary to the best interests of the society shall be liable to recall. Immediately upon receipt by the secretary of certificates of votes from the secretaries of at least two-thirds (2/3) of the active collegiate chapters, the office involved shall be declared vacant. If a charge is filed against the secretary, the president shall receive the certificates of votes from the collegiate and alumni chapters. The secretary, or in the case of the secretary’s recall, the president shall report to the Board of Directors and, for the remainder of the term, the office shall be filled by an appointee from the Board of Directors by the president.
Section 4. Advisory Board Committee
The Advisory Board Committee shall be composed of the former Presidents of Sigma Beta Delta who will meet with and assist the Board of Directors as needed. Up to two members of this Committee may have paid attendance at the Board of Directors meetings. However, if an Advisory Board member is asked to attend in a role outside of the Advisory Board, this Advisory Board member plus two others should be reimbursed.
Article IV. Indemnification
Section 1.
The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a corporate director, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The term “agent of the corporation” as used in this Article IV shall include the Executive Director of the corporation and any other appointed staff of the corporation, volunteers and committee members while acting in the course of his or her duties as directed or appointed by the president or by a salaried officer or by the Board of Directors for and on behalf of the corporation. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 2.
The corporation will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or complete action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as corporate director, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, and amounts paid in settlement, actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 3.
To the extent that a corporate director, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the action, suit or proceeding.
Section 4.
Any indemnification under Sections 1 and 2 of this Article, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the corporate director, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Article. The determination shall be made by the Board of Directors of the corporation by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, or, if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs by independent legal counsel in a written opinion.
Section 5.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the corporate director, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in this Article.
Section 6.
The indemnification provided by this Section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or Bylaws or any agreement, vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a corporate director, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 7.
The corporation shall purchase and maintain insurance on behalf of any person who is or was a corporate director, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
Article V. Bylaws
These Bylaws may be amended by a three-fourths (3/4) vote of the delegates present and voting in convention or by a majority vote of all active collegiate chapters voting within a period specified by the Board of Directors, which shall be not less than fifteen (15) days nor more than thirty (30) days.
Revised 7/14/2016
