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GKSA Governance & Compliance

You have been inducted as a member of Golden Key International Honour Society. Your selection to Golden Key was based on that which you have accomplished. Membership in Golden Key is a privilege and an honour, which brings with it certain responsibilities. 

 

Endeavour to maintain and promote high standards of academic achievement. Serve as leaders among your peers, as seekers of wisdom. The purpose of a university education is to enrich you as a person. More than the accumulation of facts, it is an integration of all your experiences in a determined learning process. 

 

Be a person of good character, upholding high moral and ethical standards.  Let honesty and fairness guide your every decision and excellence rule your every action. In this way, you and society will prosper. 

 

Make a commitment to support the activities of Golden Key. Your leadership, organisational and communication skills will be refined and new friendships will be gained. Through you, our Chapter can contribute in a very tangible way to the well-being of this University. 

 

 

The key holder is a leader, but the greatest leader is the greatest servant. As a member of Golden Key International Honour Society, you have chosen to live as a seeker of wisdom with a lifestyle of service. You have demonstrated your ability; now fulfill your potential.

AMENDED AND RESTATED GLOBAL BYLAWS OF
GOLDEN KEY INTERNATIONAL HONOUR SOCIETY
Adopted: May 7, 2004 Latest revision(s): 27 July 2012
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ARTICLE I – NAME…………………………………..1

ARTICLE II – OFFICE AND REGISTERED AGENT ……………..1

Section 1 – Principal Office ……………………..1
Section 2 – International Staff…………………………………………..1
Section 3 – Registered Office and Agent ……………………………1
ARTICLE III – NONPROFIT PURPOSES………………………….1
Section 1 – Mission …………………………………1
Section 2 – Core Values …………………………..1
Section 3 – Specific Objectives…………………………………………1
ARTICLE IV – ELIGIBILITY AND MEMBERSHIP……………….2
Section 1 – Classes and Qualifications……………………………….2
Section 2 – Undergraduate Membership …………………………….2
Section 3 – Graduate/Postgraduate Membership ………………………2
Section 4 – Honorary Membership…………………………………….2
Section 5 – Lifetime Membership ……………………………………..2
Section 6 – Student Member …………………….2
Section 7 – Active Member………………………3
Section 9 – Equal Opportunity ………………………………………….3
Section 10 – Resignation ………………………….3
Section 11 – Removal………………………………3
ARTICLE V – MEMBERSHIP FEES AND DUES ……………………3
Section 1 – Determination of Membership Fees and Dues………………………. 3
Section 2 – Payment ………………………………..3
Section 3 – Membership Fee Waivers………………………………..4
ARTICLE VI – SOCIETY CHAPTERS ………………………………4
Section 1 – Chapter Qualification ……………………………………..4
Section 2 – Chartering Process………………………………………….4
Section 3 – Chapter in Good Standing ……………………………….4
Section 4 – Chapter Not in Good Standing …………………………4
Section 5 – Chapter Governance ……………………………………….4
Section 6 – Representation of the Society…………………………..4
Section 7 – Meetings ……………………………….4
Section 8 – Chapter Activities…………………………………………..5
Section 9 – Chapter Limitations………………………………………..5
Section 10 – Inactive/Dissolved Chapters…………………………..5
Section 11 – Voting Delegates ………………………………………….5
ARTICLE VII – CHAPTER EXECUTIVE BOARD………………….5
Section 1 – Composition ………………………….5
Section 2 – Selection ……………………………….6
Section 3 – Duties and Responsibilities ……………………………..6
ARTICLE VIII – CHAPTER ADVISOR……………………………..6
Section 1 – Primary Advisor …………………….6
Section 2 – Co-Advisors…………………………..6
Section 3 – Appointment and Term……………………………………6
Section 4 – Duties and Expectations ………………………………….6
Section 5 – Resignation ……………………………6
Section 6 – Removal………………………………..7
ARTICLE IX – BOARD OF DIRECTORS ………………………….7
Section 1 – Powers ………………………………….7
Section 2 – Number and Qualifications………………………………7
Section 3 – Nomination and Election…………………………………7

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Section 4 – Term of Office ……………………….7
Section 5 – Resignation ……………………………8
Section 6 – Removal………………………………..8
Section 7 – Vacancies………………………………8
Section 8 – Committees, Task Forces and Work Groups…. 8
Section 9 – Meetings ……………………………….8
Section 10 – Notice …………………………………8
Section 11 – Quorum……………………………….8
Section 12 – Manner of Acting ……………………….9
Section 13 – Written Consent in Lieu of a Meeting………….. 9
Section 14 – Telephonic and Other Meetings ………………… 9
Section 15 – Conflicts of Interest ……………………9
ARTICLE X – OFFICERS ………………………..9
Section 1 – Officers…………………………………9
Section 2 – Term of Office ……………………….9
Section 3 – Resignation ………………………….10
Section 4 – Removal………………………………10
Section 5 – Vacancies…………………………….10
Section 6 – The Chair…………………………….10
Section 7 – The Vice Chair …………………….10
Section 8 – The Secretary……………………….10
Section 9 – The Executive Director………………………………..10
ARTICLE XI – DISSOLUTION ……………………………………..10
Section 1 – Dissolution of Charter and Ceasing Operations… 10
Section 2 – Distribution of Assets…………………………………….11
ARTICLE XII – INTERNATIONAL LEADERSHIP COUNCIL (ILC)…… 11
Section 1 – Purpose ……………………………….11
Section 2 – Composition ………………………..11
Section 3 – International Leadership Council (ILC) President ………. 11
Section 4 – International Leadership Council (ILC) Vice-President… 12
Section 5 – International Leadership Council (ILC) Secretary ………. 12
Section 6 – International Leadership Council (ILC) Student Member …… 12
Section 7 – International Leadership Council (ILC) Alumni Member ……….. 12
Section 8 – Election Process……………………12
Section 9 – Maximum Term Limits (President, Vice President and Secretary) …….. 12
Section 10 – Vacancies…………………………..12
Section 11 – Meetings ……………………………13
ARTICLE XIII – COUNCIL OF ADVISORS……………………..13

Section 1 – Purpose ……………………………….13
Section 2 – Composition ………………………..13
Section 3 – Minimum Requirements………………13
Section 4 – Term of Office ……………………..14
Section 5 – Vacancies…………………………….14
Section 6 – Meetings ……………………………..14
ARTICLE XIV – COUNCIL OF STUDENT MEMBERS ……………………… 14
Section 1 – Purpose ……………………………….14
Section 2 – Elections ……………………………..14
Section 3 – Composition ………………………..14
Section 4 – Minimum Requirements………………………………..15
Section 5 – Term of Office ……………………..15
Section 6 – Removal………………………………15


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Section 7 – Vacancies…………………………….15
Section 8 – Staggered Terms…………………………………………..15
Section 9 – Meetings ……………………………..15
Section 10 – Expense Reimbursement/Funding………………………15
Section 11 – Chair of the Council of Student Members…………………………. 15
Section 12 – Relationship with GK International Headquarters …………………..15
Section 13 – Abbreviation ………………………15
ARTICLE XV – ANNUAL MEETING ………………………………16
Section 1 – Agenda and Notice ……………………………………….16
Section 2 – Voting Delegates ………………………………………….16
Section 3 – Attendance …………………………..16
Section 4 – Quorum and Voting………………………………………16
Section 5 – Taking Action without a Meeting……………………16
ARTICLE XVI – MISCELLANEOUS PROVISIONS ……………..16
Section 1 – Legal Priority……………………….16
Section 2 – Transition…………………………….16
Section 3 – Fiscal Year…………………………..17
Section 4 – Notice …………………………………17
Section 5 – Fidelity Bond ……………………….17
ARTICLE XVII – INDEMNIFICATION …………………………..17
ARTICLE XVIII – AMENDMENTS TO BYLAWS…………………17



1 ARTICLE I – NAME
2 The name of the non-profit corporation shall be Golden Key International Honour Society, Inc.,
3 hereinafter referred to as the “Society.”
4 ARTICLE II – OFFICE AND REGISTERED AGENT
5 Section 1 – Principal Office
6 The International Headquarters and principal office of the Society shall be in the State of Georgia, USA.
7 Section 2 – International Staff
8 The Executive Director and selected, full time, professional staff of the Society shall be referred to herein
9 as the “International Staff.” The International Staff may establish other operational offices as necessary
10 to support the Society’s international presence and operational and geographic structure. The
11 International Staff may delegate selected decision-making responsibilities of the International Staff to the
12 staff of other operational headquarters as appropriate.
13 Section 3 – Registered Office and Agent
14 The Society shall have and continuously maintain a registered office and a registered agent in the State of
15 Georgia, USA, as required by the State of Georgia (USA) Non-profit Corporation Code.
16 ARTICLE III – NONPROFIT PURPOSES
17 The purposes for which the Society is formed are as set forth in the Articles of Incorporation.
18 Section 1 – Mission
19 The Society’s mission is to enable members to realize their potential. The Society accomplishes its
20 mission through the advancement of academics, leadership and service.
21 Section 2 – Core Values
22 The Society’s core values are Integrity, Collaboration, Innovation, Respect, Diversity, Excellence and
23 Engagement.
24 Section 3 – Specific Objectives
25 Specific objectives of the Society shall be,
26 1. to recognize and encourage academic achievement and excellence in all fields of study;
27 2. to financially support high achievers through scholarships and awards;
28 3. to promote altruistic conduct through voluntary community service;
29 4. to provide members opportunities for personal growth and leadership development;
30 5. to provide members career-related information and selected career services;
31 6. to foster an overall appreciation of the value of the higher education experience;
32 7. to champion education-based service initiatives; and
33 8. to champion and practice the principles of diversity.


1 ARTICLE IV – ELIGIBILITY AND MEMBERSHIP
2 Section 1 – Classes and Qualifications
3 The Society Board of Directors, hereinafter referred to as the “Board of Directors,” shall determine
4 classes of membership and chapters, and shall set forth the qualifications, fees, dues, terms, voting rights
5 and other conditions of each class of members. Unless otherwise specified by the Board of Directors,
6 membership in the Society is voluntary and by invitation only.
7 Section 2 – Undergraduate Membership
8 Membership shall be granted by the Society to undergraduate students in all academic disciplines who,
9 1. are recognized by their academic institution as ranking at least among the top 15% of their
10 class/year group based on cumulative grade performance, or a comparable alternate standard
11 approved by the Board of Directors;
12 2. complete and submit the acceptance of Society membership; and
13 3. pay the Society membership fee in full, unless waived under Article V, Section 3.
14 Membership shall be granted by the Society to undergraduate students in all academic disciplines who,
15 1. meet the standards set by the Society and approved by the Board of Directors,
16 2. adhere to the application process set by the Society; and
17 3. pay the Society membership fee in full.
18 Section 3 – Graduate/Postgraduate Membership
19 Membership shall be granted by the Society to graduate/postgraduate students in all academic disciplines
20 who
21 1. are recognized by their academic institution as meeting or exceeding a cumulative grade average
22 or comparable alternate standard approved by the Board of Directors;
23 2. complete and submit the acceptance of Society membership; and
24 3. pay the Society membership fee in full, unless waived under Article V, Section 3.
25 Membership shall be granted by the Society to graduate/postgraduate students in all academic disciplines
26 who
27 1. meet the standards set by the Society as approved by the Board of Directors,
28 2. adhere to the application process set by the Society, and
29 3. pay the Society membership fee in full.
30 Section 4 – Honorary Membership
31 Honorary membership may be granted by the Board of Directors, the International Staff, the International
32 Leadership Council or the local Chapter Executive Board to individuals who are not undergraduate
33 students and who have distinguished themselves in their field of endeavour. Local chapters are encouraged
34 to grant up to five honorary memberships per year. Honorary members should meet general guidelines set
35 by the Board of Directors.
36 Section 5 – Lifetime Membership
37 Any individual who joins Golden Key is considered a lifetime member unless removed from membership
38 in accordance with Article IV, Section 11. Lifetime membership affords access to all benefits and
39 services not otherwise restricted to other membership categories.
40 Section 6 – Student Member
41 The term “student member,” as used in these bylaws, refers to a Society member who gained membership
42 in the Society as an undergraduate or graduate/postgraduate student and who is currently enrolled at a 

1 Society-chartered campus as either an undergraduate or graduate/postgraduate student. Normally, only
2 student members shall have voting rights at chapter meetings.
3 Section 7 – Active Member
4 The term “active member,” as used in these bylaws, refers to a Society member from any category of
5 membership whose contact information (including email address) with the Society is current and accurate
6 and who is in good standing.
7 Section 8 – Premium Member
8 The term “premium member,” as used in these bylaws, refers to a Society member from any category of
9 membership whose contact information (including email address) with the Society is current and
10 accurate; and who is in good standing particularly in respect of any applicable premium member fee. The
11 additional rights and privileges of premium members are as approved by the Board of Directors from time
12 to time and are published on the Society’s website.
13 Section 9 – Equal Opportunity
14 The Society shall not discriminate on any basis prohibited by law.
15 Section 10 – Resignation
16 A Society member wishing to resign from the Society is permitted to do so provided that the Society
17 member sends a written letter of intent (which may include a message sent via email or other electronic
18 means) to resign to the International Staff. No refund of the Society membership fee or Society
19 merchandise purchased will be provided.
20 Section 11 – Removal
21 Any member may be removed from membership by a majority vote of the International Leadership
22 Council only for cause, which is defined as any action that brings discredit upon the Society. In addition,
23 any member may be removed from active membership upon the failure to pay any fees or dues that may
24 be owed.
25
26 In the event the International Leadership Council votes to remove a member for any reason, the
27 International Leadership Council shall notify the member of its decision in writing. The member shall
28 then have the right to submit a written statement of appeal to the International Leadership Council within
29 30 calendar days of notification. Upon receipt of an appeal, the International Leadership Council shall
30 have 30 calendar days to reconsider the matter and render a final decision.
31 ARTICLE V – MEMBERSHIP FEES AND DUES
32 Section 1 – Determination of Membership Fees and Dues
33 The Board of Directors shall determine the membership fees and dues. Society chapters may not add
34 local membership fees or dues unless they first obtain written approval to do so from the International
35 Staff.
36 Section 2 – Payment
37 The Society membership fee shall be paid in accordance with the policy and procedure established by the
38 International Staff. 
1 Section 3 – Membership Fee Waivers
2 The Society membership fee is waived for initial chartering officers, advisors and all honorary members.
3 Chapters may request other fee waivers, which may be approved on a case-by-case basis by the
4 International Staff.
5 ARTICLE VI – SOCIETY CHAPTERS
6 Section 1 – Chapter Qualification
7 Any degree-granting institution approved by the International Leadership Council is eligible to host a
8 Society chapter. United States (USA) chapters may be established, maintained or reactivated only at
9 colleges and universities that are accredited by a regional accrediting agency. Chapters outside the USA
10 may be established only at institutions that meet the standards of their country, state or province’s official
11 accreditation or equivalent process. The chartering requirements and standards shall be determined by the
12 International Leadership Council and must be approved by the Board of Directors.
13 Section 2 – Chartering Process
14 International Staff, in accordance with the guidelines and criteria established by the Board of Directors,
15 shall determine the chartering procedures. Formal chartering shall require approval by a petition from the
16 host institution as well as approval by the International Leadership Council.
17 Section 3 – Chapter in Good Standing
18 Any chapter that complies with these bylaws, any Chapter Affiliation Agreement and the policies of the
19 Society shall remain in good standing provided it also meets minimum chapter standards. The
20 International Staff may require any chapter to execute a Chapter Affiliation Agreement as a condition of
21 its charter and/or as a condition of continuing as a chapter in good standing.
22 Section 4 – Chapter Not in Good Standing
23 Any chapter deemed by the International Leadership Council to be not in good standing may lose all
24 chapter rights and privileges, including, but not limited to, the right to use any part of the Society’s name
25 and logo. Members of a chapter no longer in good standing shall continue to maintain all the rights and
26 privileges of Society membership.
27 Section 5 – Chapter Governance
28 Each Society chapter is responsible for all actions of that individual Society chapter and shall have full
29 control of its individual affairs, subject to any applicable law, these bylaws, any Chapter Affiliation
30 Agreement and the policies of the Society. A chapter may enact governing documents for its own
31 guidance, but such governing documents must be consistent with the chapter-relevant portions of the
32 Society’s bylaws; any applicable requirements of local law; as well as applicable statutes, bylaws, rules
33 and regulations governing the host college/university. The International Staff may require any chapter to
34 submit its governing documents to the International Staff for approval and may require any amendments
35 thereto. The Chapter Executive Board shall implement an appropriate approval process for chapter
36 governing documents and amendments thereto.
37 Section 6 – Representation of the Society
38 A chapter shall not purport to speak for, or to represent the official position of the Society without written
39 consent of the International Staff.
40 Section 7 – Meetings
41 Each Society chapter shall meet in such frequency as needed but not less than twice each academic year. 
1 Section 8 – Chapter Activities
2 Unless otherwise limited by these bylaws, chapters may plan, promote and engage in activities authorized
3 by their college/university policy for student organizations.
4 Section 9 – Chapter Limitations
5 No chapter or chapter official shall enter into any contract in the name of the Society nor shall they incur
6 any debt upon the Society, attempt to license the Society’s name or logo, engage in direct or grassroots
7 lobbying as defined by USA Internal Revenue Code, alter the membership dues structure, solicit tax8 deductible charitable donations from the general public or corporate sponsorship payments in the name of
9 the Society, or use the Society’s USA federal employer identification number without prior written
10 consent of the International Staff. In addition, no chapter may support or oppose any candidate for public
11 office.
12 Section 10 – Inactive/Dissolved Chapters
13 The International Staff in collaboration with the International Leadership Council and Board of Directors
14 shall establish criteria by which a Society chapter may be determined to become inactive or require
15 dissolution. Additionally, individual chapters may, because of a host college/university decision or other
16 reason, request to become inactive or dissolved.
17 Should a Society chapter become inactive, and should the criteria and process established by the
18 International Staff allow it, the chapter may be moved to an alternative status that enables the Society to
19 maintain an appropriate presence at the host college/university while providing Society benefits to those
20 who join.
21
22 Should the decision be made to dissolve the chapter, the chapter shall lose all rights and privileges,
23 including, but not limited to, the right to use any part of the Society’s name and logo. All remaining funds
24 from the Society chapter treasury that have been provided by the Society and/or raised by the individual
25 Society chapter shall, after paying all outstanding debts, be forwarded to the International Staff. Funds
26 that were contributed from the host institution will be returned to the institution. Under no circumstance
27 shall chapter funds unlawfully inure to the benefit of any individual.
28 Section 11 – Voting Delegates
29 For chapter-exclusive matters the chapter shall vote through chapter voting delegates. Each Society
30 chapter in good standing shall select, through some fair procedure, and shall report to the International
31 Staff the names of two voting delegates. Unless otherwise specified in writing to the International Staff,
32 the Chapter President and Primary Advisor are assumed to be the voting delegates.
33 ARTICLE VII – CHAPTER EXECUTIVE BOARD
34 Section 1 – Composition
35 Unless otherwise prohibited by applicable law, or by college/university policy, each Society chapter in
36 good standing shall have a Chapter Executive Board composed of at least two officers to include, at a
37 minimum, a President. The Primary Advisor may be a member of the Chapter Executive Board, ex38 officio and non-voting. If not a member of the Chapter Executive Board, the Primary Advisor shall have
39 the right to attend meetings.
40 The Chapter Executive Board shall be composed of student members and may appoint alumni members
41 to serve in an advisory or committee capacity.
42 To the extent that the host college/university permits alumni members to serve on chapter executive
43 boards, alumni members may hold a maximum of 25% of Chapter Executive Board positions.

1 Section 2 – Selection
2 The Society chapter officers shall be selected by a fair process as specified in the chapter governing
3 documents.
4 Section 3 – Duties and Responsibilities
5 The duties and responsibilities of each chapter officer shall be defined in the chapter governing
6 documents.
7
8 Section 4 – Removal
9 All members of the Chapter Executive Board serve at the pleasure of Golden Key International Staff.
10 ARTICLE VIII – CHAPTER ADVISOR
11 Section 1 – Primary Advisor
12 An individual – faculty, administrative staff or other – acceptable to the host college/university shall be
13 selected to serve as the Primary Advisor for the Society chapter. The individual must be an employee of
14 or affiliated with and approved by the institution in order to serve as the Primary Advisor. If not already a
15 member, the advisor shall be inducted into the Society as an Honorary Member and shall have all the
16 rights and privileges of Society membership. The induction of a Primary Advisor does not count toward
17 the five annual honorary members who are eligible to be inducted.
18 Section 2 – Co-Advisors
19 Chapters may have more than one advisor – faculty, administrative staff or other. If not already a
20 member, the Co-Advisor(s) shall be inducted into the Society as an Honorary Member and shall have all
21 the rights and privileges of Society membership. The induction of a Co-Advisor does not count toward
22 the five annual honorary members who are eligible to be inducted.
23 Section 3 – Appointment and Term
24 The Primary Advisor and Co-Advisor(s) must be appointed in accordance with host college/university
25 policies and in collaboration with the Chapter Executive Board and International Staff. The term of the
26 appointment for an advisor to serve shall be individually determined but must be no less than one year
27 unless serving in an interim capacity.
28 Section 4 – Duties and Expectations
29 The duties and expectations of the advisor will be defined in the Chapter governing documents and may
30 include meeting with chapter leaders for the purpose of mentoring; attending general chapter membership
31 meetings; attending induction ceremonies; attending regional and international leadership development
32 conferences; ensuring continuity between chapter officers; and advising on all aspects of institution,
33 chapter and Golden Key International standards. In no case shall advisors have sole control of chapter
34 funds, nor may they hold any student leadership position within a chapter.
35 Section 5 – Resignation
36 If an advisor chooses to resign for any reason, the advisor and/or chapter leadership shall immediately
37 notify the International Staff. The Chapter Executive Board shall then collaborate with the International
38 Staff and, as appropriate, the host college/university to discuss and designate a possible replacement.
39 Under no circumstance shall an advisor replace himself/herself without collaboration with both the
40 chapter leadership and the International Staff and, as appropriate, the host college/university.

1 Section 6 – Removal
2 All advisors serve at the pleasure of the International Leadership Council.
3 ARTICLE IX – BOARD OF DIRECTORS
4 Section 1 – Powers
5 There shall be a Board of Directors of the Society that shall govern the business, property and affairs of
6 the Society, except as otherwise expressly provided by law, by the Articles of Incorporation of the Society
7 or by these bylaws.
8 Section 2 – Number and Qualifications
9 There shall be no less than seven nor more than 18 members of the Board of Directors, as determined by
10 the Board of Directors. The Board of Directors shall be comprised of,
11 1. individuals who are role models of the Society’s values, who have an appreciation of and a
12 commitment to the goals of the Society, who have distinguished themselves professionally and
13 who meet the specific requirements established by the Nominations Task Force. See Article IX,
14 Section 3;
15 2. a balanced representation of individuals from the academic, for-profit and not-for-profit sectors to
16 the extent practical;
17 3. the Executive Director who shall serve ex-officio as a full, voting member of the Board;
18 4. the ILC President who shall serve ex-officio as a full, voting member of the Board. See Article
19 XII, Section 3; and
20 5. the ILC Student Member who shall serve ex-officio as a full, voting member of the Board. See
21 Article XII, Section 6.
22 Section 3 – Nomination and Election
23 Individuals are nominated by a Nominations Task Force following a request for prospective board
24 member nominations from multiple sources to include all Society chapters. The Board of Directors shall
25 determine the composition and mandate of the Task Force. The Task Force shall have no more than nine
26 members and shall include, at a minimum, all ex-officio members of the board. The number of board
27 members on the Task Force may not exceed the number of non-board members.
28
29 The Task Force shall represent an appropriate international balance as well as an appropriate constituent
30 balance with a genuine and concerted effort toward diversity. The Task Force shall forward to the Board a
31 proposed slate of candidates, along with a list of all nominees whose names were submitted. Upon
32 receipt of the Task Force’s nominations, the Board will select a slate of candidates from among the Task
33 Force’s nominations (and, if desired, from among the other nominees) and will forward the Board’s slate
34 for ratification by a vote of the active members of the Society.
35 Section 4 – Term of Office
36 1. Ex-officio board members shall serve on the board as long as they hold the office qualifying them
37 for ex-officio board status.
38 2. Other board members shall serve a three-year term and may be nominated and stand for re39 election to additional three-year terms as members of the Board of Directors. Founding Board
40 members with 30 years of consecutive service may be reelected to unlimited three-year terms.
41 All other Board members may not serve more than three consecutive, three-year terms on the
42 Board of Directors. Board members who have reached the limit of their service may be re43 elected to the Board of Directors for additional terms after a minimum of one year has passed
44 since the completion of their service. In the event the size of the Board of Directors exceeds eight 

1 board members, the Board of Directors shall be divided into three groups of roughly equal size,
2 with each group serving staggered three-year terms of office.
3 Section 5 – Resignation
4 Any board member may resign at any time by giving written notice to the Chair of the Board and to the
5 Executive Director. Such resignation shall take effect at the time specified therein, or, if no time is
6 specified, at the time of acceptance thereof as determined by the Chair of the Board.
7 Section 6 – Removal
8 A board member may be removed from office, with or without cause, upon a two-thirds majority vote of
9 all of the board members then in office or upon a two-thirds majority vote of the voting delegates at any
10 meeting called for that purpose.
11 Section 7 – Vacancies
12 Vacancies for the unexpired term may be filled by a majority vote of the remaining members of the Board
13 of Directors.
14 Section 8 – Committees, Task Forces and Work Groups
15 The Board of Directors, by resolution, may establish committees of the board, task forces and/or work
16 groups. Such board resolution shall include, as a minimum, the purpose and composition of the
17 committee, task force and/or work group.
18 Section 9 – Meetings
19 The Board of Directors shall meet at least twice annually.
20 1. Regular meetings of the Board of Directors shall be held at such place as may from time-to-time
21 be fixed by resolution of the Board without further notice, or as may be specified in a notice of
22 the meeting.
23 2. Special meetings may be called at any time by the Chair or by written request signed by four
24 board members and submitted to the Secretary, provided written notice is duly served on, sent by
25 mail, e-mailed or faxed with a follow-up confirmatory phone call to each board member not less
26 than four days before such meeting.
27 Section 10 – Notice
28 Notice of the time, day and place of any meeting of the Board of Directors shall be given at least four
29 days prior to the meeting and in the manner set forth in Article XVI, Section 3. The purpose for which a
30 special meeting is called shall be stated in the notice. Any board member may waive notice of any
31 meeting by a written statement executed either before or after the meeting. Attendance and participation
32 at a meeting without objection to notice shall also constitute a waiver of notice. Meetings may be held at
33 any time without notice if all the board members are present and do not object to a lack of notice or, if at
34 any time before or after the meeting, board members not present waive notice of the meeting in writing.
35 Section 11 – Quorum
36 A majority of the board members (including ex-officio board members) then in office shall constitute a
37 quorum for the transaction of business at any meeting of the Board of Directors. If, at any meeting of the
38 Board of Directors, there is less than a quorum present, a majority of the board members present may
39 adjourn the meeting, without further notice, until a quorum is obtained.

1 Section 12 – Manner of Acting
2 Except as otherwise expressly required by law, the Articles of Incorporation of the Society or these
3 bylaws, the affirmative vote of a majority of the board members present at any meeting at which a
4 quorum is present shall be the act of the Board of Directors. Each board member shall have one vote.
5 Voting by proxy shall not be permitted.
6 Section 13 – Written Consent in Lieu of a Meeting
7 Any action required by law to be taken at a meeting, may be taken without a meeting if consent in
8 writing, setting forth the action so taken, is signed by a majority of those entitled to vote with respect to
9 the subject matter thereof. Such consent may be signed manually or electronically and transmitted by
10 electronic mail, facsimile, mail or other means of delivery.
11 Section 14 – Telephonic and Other Meetings
12 Any one or more board members or members of a committee/task force may participate in a meeting of
13 the Board of Directors or committee/task force by means of a conference telephone or other
14 telecommunications device which allows all persons participating in the meeting to hear and speak to
15 each other, and such participation in a meeting shall be deemed presence in person at such meeting.
16 Section 15 – Conflicts of Interest
17 In the event that any board member has a conflict of interest that might properly limit his/her fair and
18 impartial participation in Board of Directors deliberations or decisions, he/she shall inform the Board of
19 Directors as to the circumstances of such conflict. If those circumstances require the nonparticipation of
20 the affected board member, the Board of Directors may nonetheless request from the board member any
21 appropriate, non-confidential information that might inform its decisions. “Conflict of interest,” as
22 referred to herein, shall include but shall not be limited to, any transaction by or with the Society in which
23 a board member has a direct or indirect personal interest, or any transaction in which a board member is
24 unable to exercise impartial judgment or otherwise act in the best interests of the Society.
25 No board member shall cast a vote, nor take part in the final deliberation in any matter in which he/she,
26 members of his/her immediate family or any organization to which he/she has allegiance, has a personal
27 interest that may be seen as conflicting with the interest of the Society. Any board member who believes
28 he/she may have such a conflict of interest shall so notify the Board of Directors prior to deliberation on
29 the matter in question, and the Board of Directors shall make the final determination as to whether any
30 board member has a conflict of interest in any matter. The minutes of the Board meeting shall reflect
31 disclosure of any conflict of interest and the recusal of the interested board member.
32 ARTICLE X – OFFICERS
33 Section 1 – Officers
34 The officers of the Society shall consist of Chair, Vice Chair, Secretary, Executive Director and such
35 other subordinate officers as the Board of Directors may, from time-to-time, appoint or authorize the
36 Chair to appoint. All officers, except the Executive Director, shall be elected by the Board of Directors
37 from among the current members of the Board of Directors.
38 Section 2 – Term of Office
39 The term of office for each officer, other than the Executive Director, shall be two years. The Executive
40 Director shall hold that office until the termination of his or her employment with the Society for any
41 reason. 

1 Section 3 – Resignation
2 Any officer may resign at any time by giving written notice to the Chair of the Board, with a copy to the
3 Vice Chair, Secretary and Executive Director. Such resignation shall take effect at the time specified in
4 the notice or, if no time is specified, immediately. Should the Chair of the Board resign, he/she shall give
5 written notice to the Vice Chair of the Board, with a copy to the Secretary and the Executive Director.
6 Section 4 – Removal
7 An officer may be removed from office, with or without cause, upon a two-thirds majority vote of all of
8 the board members then in office or upon a two-thirds majority vote of the voting delegates at any
9 meeting called for that purpose.
10 Section 5 – Vacancies
11 A vacancy in any office shall be filled by the Board of Directors from the members of the Board of
12 Directors remaining for the unexpired term.
13 Section 6 – The Chair
14 The Chair of the Board of Directors shall, at a minimum, preside over the Annual Meeting of the Society
15 and chair all meetings of the Board of Directors; establish, in conjunction with the Executive Director, the
16 schedule and agenda for meetings of the Board of Directors; and facilitate communication among the
17 Board of Directors. Ex-officio board members may not serve as board chair.
18 Section 7 – The Vice Chair
19 The Vice Chair of the Board shall, at minimum, chair meetings of the Board in the absence of the Chair.
20 Ex-officio board members may not serve as board vice chair.
21 Section 8 – The Secretary
22 The Secretary shall keep the minutes of the Board of Directors meetings.
23 Section 9 – The Executive Director
24 The Board of Directors shall appoint an Executive Director (ED) who shall be an employee and the
25 principal administrator of the Society. The Board of Directors may outline the specific responsibilities of
26 the ED. In the absence of Board limitations to the contrary, the Executive Director shall have active
27 direction and control of the business and other affairs of the Society, shall sign contracts or other
28 instruments consistent with the purpose of the Society, and shall perform all duties incident to the office
29 of Executive Director as may be prescribed by the Board of Directors. Unless otherwise specified by the
30 Board, the Executive Director shall also have the authority to sign any documents required to be signed
31 by the Society’s “President” and may delegate to any appropriate employee the authority to sign any
32 document required to be signed by a “Treasurer.”
33 ARTICLE XI – DISSOLUTION
34 Section 1 – Dissolution of Charter and Ceasing Operations
35 The Board of Directors may dissolve the Society and cease operations under procedures outlined by
36 Georgia (USA) law if three-fourths (3/4) of the entire Board votes in favor of articles of dissolution.

1 Section 2 – Distribution of Assets
2 In the event that the Board of Directors votes to dissolve the charter for the Society and to cease
3 operating, the organization’s assets shall be distributed according to the laws of the State of Georgia,
4 USA. In accordance with these laws, distribution of assets shall occur as follows:
5 1. Bona fide creditors shall be paid first; if any assets remain,
6 2. A fund shall be established to pay the pensions of vested employees of the Society; if any funds
7 remain,
8 3. The Board shall disburse assets consistent with the dissolution clause (Article VII) of the Articles
9 of Incorporation.
10 ARTICLE XII – INTERNATIONAL LEADERSHIP COUNCIL (ILC)
11 Section 1 – Purpose
12 The International Leadership Council (ILC) shall be the focal point for advisors and members (student
13 and alumni) and will serve in accordance with the Society’s bylaws, policies and Board of Directors’
14 Mandate(s) as an advisory body to the Board of Directors and International Staff regarding chapter15 related and member-related programs and initiatives of the Society.
16 Specific purposes may include,
17 1. mentoring and training advisors and chapter leaders;
18 2. serving as a communication channel among advisors, student members, the International Staff
19 and Board of Directors;
20 3. managing the approval process for chartering petitioning chapters;
21 4. overseeing the implementation of chapter standards, awards and service programs;
22 5. reporting to the Board of Directors through the International Leadership Council President and
23 International Leadership Council Student Member on the work, progress and performance of
24 chapters;
25 6. adjudicating (with assistance from the International Staff) disciplinary matters of any chapter,
26 advisor, chapter officer or member; and
27 7. advising the International Staff on specific initiatives to improve the recruitment and retention of
28 members, as well as education-based service and diversity initiatives.
29 The ILC shall act by a majority vote of the ILC members then in office, using notice and other provisions
30 under these bylaws.
31 Section 2 – Composition
32 The ILC shall be comprised of an ILC President, an ILC Vice President, an ILC Secretary, an ILC
33 Student Member and an ILC Alumni Member.
34 Section 3 – International Leadership Council (ILC) President
35 The Board of Directors shall establish the qualifications required of the ILC President which shall include
36 service as an advisor for a continuous period of not less than five years and a distinguished record as an
37 advisor at a chapter in good standing. The ILC President shall be elected in accordance with the election
38 process (Article XII, Section 8) and shall serve, concurrent with his/her term as ILC President, as an ex39 officio voting member of the Board of Directors. The ILC President shall serve for a period of three years
40 and may be elected to a second term (continuous or other) but shall be limited to two terms.

1 Section 4 – International Leadership Council (ILC) Vice-President
2 The Board of Directors shall establish the qualifications required of the ILC Vice President which shall
3 include current, continuous service as an advisor at a chapter in good standing for a period of not less than
4 three years and a distinguished record as an advisor. The ILC Vice President shall be elected from among
5 the Society advisors in accordance with the election process (Article XII, Section 8). The ILC Vice
6 President shall serve for a period of three years and may be elected to a second term (continuous or other)
7 but shall be limited to two terms. The ILC Vice President shall chair the Council of Advisors.
8 Section 5 – International Leadership Council (ILC) Secretary
9 The Board of Directors shall establish the qualifications required of the ILC Secretary which shall include
10 current, continuous service as an advisor at a chapter in good standing for a period of not less than two
11 years and a distinguished record as an advisor. The ILC Secretary shall be elected from among the
12 Society advisors in accordance with the election process (Article XII, Section 8). The ILC Secretary shall
13 serve for a period of three years and may be elected to a second term (continuous or other) but shall be
14 limited to two terms.
15 Section 6 – International Leadership Council (ILC) Student Member
16 The Board of Directors shall establish the qualifications required of the ILC Student Member, which shall
17 include a distinguished record of at least one full year of leadership and active participation in the Society.
18 The ILC Student Member shall be a student member and shall be elected from among the Society student
19 members in accordance with the election process (Article XII, Section 8). Delegates serving the Society
20 as an advisor are not eligible to run for ILC Student Member. The ILC Student Member shall serve,
21 concurrent with his/her one-year term as ILC Student Member, as an ex-officio voting member of the
22 Board of Directors. The ILC Student Member shall serve for a period of one year, may be elected to a
23 second term (continuous or other) provided he/she remains a student (undergraduate or graduate) but shall
24 be limited to two terms. The ILC Student Member shall chair the Council of Student Members.
25 Section 7 – International Leadership Council (ILC) Alumni Member
26 The Board of Directors shall establish the qualifications required of the ILC Alumni Member, which shall
27 include a distinguished record of at least two full years of excellent leadership and active participation in
28 the Society. The ILC Alumni Member shall be an alumni member and shall be elected in accordance
29 with the election process (Article XII, Section 8) to a single three-year term. The ILC Alumni Member
30 shall not serve concurrently as a Golden Key Advisor and may not be elected to a second term.
31 Section 8 – Election Process
32 The International Staff shall establish the election process in collaboration with the International
33 Leadership Council and the Board of Directors. The election process shall ensure that the terms of
34 President, Vice President and Secretary are staggered such that only one term expires annually.
35 Section 9 – Maximum Term Limits (President, Vice President and Secretary)
36 Individual position term limits are as stated in the previous sections. An individual who has served as
37 ILC President, ILC Vice President or ILC Secretary may run for one of the positions he/she has not held.
38 The maximum term limit is two terms (six years) for any individual on the International Leadership
39 Council serving as ILC President, ILC Vice President, ILC Secretary or any combination thereof.
40 Section 10 – Vacancies
41 1. In the event of a vacancy in the office of International Leadership Council President, the Vice
42 President shall become President for the unexpired term. 

1 2. In the event of a vacancy in the offices of Vice President or Secretary, the International
2 Leadership Council shall appoint, after collaboration with the Council of Advisors and the
3 International Staff, a replacement for the unexpired term subject to the approval of the Board of
4 Directors.
5 3. In the event of a vacancy in the office of ILC Student Member, the International Leadership
6 Council shall appoint, after collaboration with the Council of Student Members and the
7 International Staff, a replacement for the unexpired term subject to the approval of the Board of
8 Directors.
9 4. In the event of a vacancy in the office of ILC Alumni Member, the International Leadership
10 Council shall appoint, after collaboration with the International Staff, a replacement for the
11 unexpired term subject to the approval of the Board of Directors.
12 Section 11 – Meetings
13 The International Leadership Council will convene as necessary but not less than once per year.
14 ARTICLE XIII – COUNCIL OF ADVISORS
15 Section 1 – Purpose
16 The Council of Advisors shall serve in accordance with the Society’s bylaws, policies and Board of
17 Directors mandate as an advisory body to the International Leadership Council and International Staff
18 regarding advisor, member and chapter-related matters.
19
20 The primary purpose of the Council of Advisors is to serve as a communication channel among chapter
21 advisors, the International Leadership Council and the International Staff. Other purposes include
22
23 1. providing members to serve on ad hoc work groups and task forces to address issues of
24 significant importance to the Society;
25 2. mentoring new advisors and providing a source of institutional knowledge to the advisors they
26 represent;
27 3. assisting the International Staff in the implementation of specific programs and initiatives within
28 their geographic areas of responsibility;
29 4. establishing systems of communication with all advisors within their geographic areas of
30 responsibility to ensure routine and effective communication of success and knowledge
31 management as well as issues, concerns and problems among the bodies referenced above; and,
32 5. advising International Staff on scholarship selection.
33 Section 2 – Composition
34 The Council of Advisors shall be composed of advisors elected by the Society voting delegates from
35 among the Society advisors in numbers representative of the Society’s international presence, and
36 operational and geographic structure as determined by the International Staff after collaboration with the
37 Board of Directors and International Leadership Council.
38 Section 3 – Minimum Requirements
39 Delegates to the Council of Advisors shall have a distinguished record of at least one full year, but
40 preferably two full years of service as an advisor at the time of nomination, shall be serving currently as
41 an advisor to a chapter in good standing and shall remain in such status throughout their term(s).
42 Delegates may not serve concurrently as an elected officer of the International Leadership Council.

1 Section 4 – Term of Office
2 Delegates to the Council of Advisors shall serve for a period of three years and shall not serve more than
3 two consecutive, three-year terms. Delegates may serve a total of three 3-year terms so long as two of the
4 terms are separated by three or more years. Terms shall be staggered so that no more than 50% of
5 delegates’ terms expire at a given time.
6 Section 5 – Vacancies
7 In the event of a vacancy, the International Leadership Council shall, by a majority vote, appoint a
8 replacement for the unexpired term.
9 Section 6 – Meetings
10 The Council of Advisors shall convene as necessary but not less than once per year.
11 ARTICLE XIV – COUNCIL OF STUDENT MEMBERS
12 Section 1 – Purpose
13 The Council of Student Members shall serve in accordance with the Society’s bylaws, policies and Board
14 of Directors mandate as an advisory body to the International Staff and International Leadership Council
15 regarding student member matters.
16 The primary purpose of the Council of Student Members is to serve as a resource on a variety of Society
17 issues, ideas and initiatives. The Council of Student Members serves the Society at the international level.
18 Other purposes may include:
19 1. serving on ad hoc work groups and task forces to address issues of significant importance to the
20 Society, i.e.: student member benefits and services development, conference/event planning,
21 partner or alumni development, strategic planning input, etc.;
22 2. assisting the Golden Key International Staff in the implementation of conferences/events, specific
23 programs, activities and initiatives; and,
24 3. serving as an additional communication channel for chapter leaders and student members, as
25 required.
26 Section 2 – Elections
27 Only student members may run for a position on the Council of Student Members, however, they may
28 continue to serve the remainder of their term on the Council as alumni members should they graduate
29 before the end of their term. Council of Student Members’ elections will be electronic and will be based
30 on a fair process established by the International Staff.
31 Voting for candidate(s) for the Council of Student Members will be by country or region of membership
32 (i.e.: only Canadian student members will vote for the candidate(s) for the Canadian member of the
33 Council of Student Members).
34 Delegates serving the Society as an advisor in any capacity are not eligible to run for positions on the
35 Council of Student Members.
36 The International Staff shall establish the election process in collaboration with the International
37 Leadership Council.
38 Section 3 – Composition
39 The Council of Student Members shall be composed of student members in a number representative of
40 the Society’s geographical presence.

1 Section 4 – Minimum Requirements
2 • Shall be a student member at a chapter in good standing at the time of election and shall be able to
3 serve the majority of their term as a student member.
4 • Shall have served as an officer at the student member’s chapter prior to seeking election.
5 Section 5 – Term of Office
6 Members of the Council of Student Members shall serve a one-year term, with the option of running for a
7 second term. Members may not serve on the Council of Student Members for more than two terms.
8 Section 6 – Removal
9 Members of the Council of Student Members whose participation in scheduled meetings and
10 responsibilities is below average and/or who are generally unresponsive to solicitations for input from the
11 International Staff and/or the International Leadership Council may be removed from the Council of
12 Student Members for cause. Members in this category must first be notified of their shortfalls and be
13 given a fair chance (at least one cycle of meetings or 2 months, whichever period of time is shorter) to
14 correct/work them out. Should the member fail to make the necessary improvements, he/she may be
15 removed by a supermajority (60%) vote by secret ballot of all of members of the Council of Student
16 Members then in office.
17 A member of the Council of Student Members facing removal may appeal the decision to the
18 International Leadership Council. International Leadership Council President must receive such appeal
19 within 14 days of the member’s notification of removal. The International Leadership Council will
20 decide the matter within 30 days of receipt of the appeal and their decision is final.
21 Section 7 – Vacancies
22 In the event of a vacancy of greater than 6 months, the International Staff, in collaboration with the
23 International Leadership Council, will appoint a replacement. In the event of a vacancy of 6 months or
24 less, the position will not be filled until the next election process.
25 Section 8 – Staggered Terms
26 Staggering may be achieved in part by aligning local elections to the local academic year.
27 Section 9 – Meetings
28 The Council of Student Members shall convene a minimum of once each quarter (primarily via
29 teleconference) or when called upon by the Golden Key International Headquarters.
30 Section 10 – Expense Reimbursement/Funding
31 When attending any required face-to-face meeting where event registration and lodging fees are incurred,
32 registration and lodging (double occupancy) expenses will be covered/reimbursed by the Society.
33 Section 11 – Chair of the Council of Student Members
34 The ILC Student Member shall chair the Council of Student Members.
35 Section 12 – Relationship with GK International Headquarters
36 Members of the Council of Student Members can expect to interact routinely with members of the
37 International Headquarters. The primary point of contact between the Council of Student Members and
38 the International Headquarters shall be between the International Leadership Council Student Member
39 and the headquarters staff person designated as the Council of Student Members point of contact.
40 Section 13 – Abbreviation
41 The official abbreviation of the “Council of Student Members” is “CoSM.”

1 ARTICLE XV – ANNUAL MEETING
2 Section 1 – Agenda and Notice
3 There shall be an annual meeting of the members upon such date, time and place as the Board shall
4 determine. The Chair of the Board of Directors shall preside over the annual meeting. At the annual
5 meeting, the Executive Director shall report on the activities and financial condition of the Society and
6 the members shall consider and act upon such other matters as may be raised consistent with the notice
7 requirements of State of Georgia (USA) Non-profit Code Sections 14-3-705 and 14-3-706.
8 Section 2 – Voting Delegates
9 Only voting delegates designated in accordance with Article VI, Section 11 from chapters in good
10 standing shall have the right to vote at the annual meeting on any chapter-specific items the Board of
11 Directors may choose to bring before the voting delegates.
12 Active members (as defined in Article IV, Section 7 – Active Members) are eligible to vote on Society13 wide, non-chapter specific matters.
14 Section 3 – Attendance
15 Any member may attend and observe the annual meeting. Only active members shall have the right to
16 participate in the annual meeting.
17 Section 4 – Quorum and Voting
18 For chapter specific matters, a quorum shall consist of 30% of the total designated voting delegates.
19 For society wide, non-chapter specific matters, a quorum shall consist of at least 2,500 active member
20 votes.
21 A majority of the votes cast at any meetings at which a quorum is present in person shall constitute the
22 action of the voting delegates. If a quorum is not achieved, a second ballot conducted within 4 weeks
23 shall occur in which a simple majority of those voting will be deemed conclusive.
24 Voting shall be in such manner as set forth in the meeting notice and procedural rules established by the
25 presiding officer for the meeting.
26 Section 5 – Taking Action without a Meeting
27 Any action that may be taken at any annual, regular or special meeting may be taken without a meeting so
28 long as the Society complies with State of Georgia (USA) Code 14-03-708.
29 ARTICLE XVI – MISCELLANEOUS PROVISIONS
30 Section 1 – Legal Priority
31 These bylaws are subordinate to, in order of priority, the State of Georgia Non-profit Corporation Code
32 and the Articles of Incorporation. Subordinate to these bylaws, in order of priority, are Chapter Affinity
33 Agreements, resolutions and policies of the Board of Directors, Society policy, regional constitutions and
34 bylaws (if any), and local chapter bylaws.
35 Section 2 – Transition
36 Notwithstanding anything in these bylaws to the contrary, upon initial approval of these amended and
37 restated bylaws, the then-existing board of directors shall remain in power for a reasonable period of time,
38 during which it shall have the authority to develop a governance transition plan that will implement the
39 provisions of these bylaws.

1 Section 3 – Fiscal Year
2 The fiscal year of the Society shall be the calendar year.
3 Section 4 – Notice
4 Whenever, under the provisions of these bylaws, notice is required to be given to a board member,
5 officer, committee member or voting delegate, such notice shall be given in writing. Notice may be
6 delivered by first-class mail or delivery service with postage or delivery prepaid to such person at his or
7 her address as it appears in the records of the Society. Such notice shall be deemed to have been given
8 when deposited in the mail or the delivery service. Notice may also be given by facsimile, electronic
9 mail, hand delivery or any other form of wire or wireless communication and will be deemed given when
10 received.
11 Section 5 – Fidelity Bond
12 The Society shall carry appropriate insurance policies to indemnify the Society against employees who
13 dishonestly (i) commit fraud for personal benefit or (ii) cause the Society to sustain a loss.
14 ARTICLE XVII – INDEMNIFICATION
15 Unless otherwise prohibited by law, the Society shall indemnify any board member or officer (as defined
16 in Article X, Section 1), any former board member or officer (as defined in Article X, Section 1) and any
17 employee against any and all expenses and liabilities incurred by him or her in connection with any claim,
18 action, suit or proceeding to which he/she is made a party by reason of being a board member, officer or
19 employee, provided that he or she (i) acted in good faith, (ii) reasonably believed that his or her conduct
20 was in the best interests of the Society, and (iii) in the case of a criminal proceeding, had no reasonable
21 cause to believe his or her conduct was unlawful. Indemnification shall be made only under the
22 requirements, limitations and procedures for indemnification set forth in the State of Georgia (USA)
23 Non-profit Corporation Code.
24 Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to,
25 counsel fees and other fees; costs and disbursements; and judgments, fines and penalties against, and
26 amounts paid in settlement by, such board member, officer or employee. The Society may advance
27 expenses or, where appropriate, may itself undertake the defence of any board member, officer or
28 employee. However, such board member, officer or employee shall repay such expenses if it should be
29 ultimately determined that he or she is not entitled to indemnification under this article.
30 The Board of Directors shall also authorize the purchase of insurance on behalf of any board member,
31 officer, employee or other agent against any liability incurred by him/her which arises out of such
32 person’s status as a board member, officer, employee or agent, whether or not the Society would have the
33 power to indemnify the person against that liability under law.
34 ARTICLE XVIII – AMENDMENTS TO BYLAWS
35 Amendments may be proposed to the International Staff by any voting delegate, chapter advisor or board
36 member.
37 Corrections of typographical and other non-substantive errors, omissions, edits or changes in the bylaws
38 may be made by the Board of Directors.
39 All other substantive bylaw amendment proposals shall be reviewed by the International Leadership
40 Council (ILC) and the International Staff, which together shall have 30 days to review the proposed
41 amendment(s) for merit; make a recommendation to the Board of Directors regarding approval,
42 disapproval or modification of the amendment; and determine, in the ILC’s sole discretion, whether the 

1 amendment warrants ratification by chapter voting delegates because it affects the rights and privileges of
2 student members and/or involves chapter-related matters.
3 A bylaw amendment requires a two-thirds vote of all board members then in office at any regular or
4 special Board of Directors meeting. Any bylaw amendment also determined by the ILC to warrant
5 ratification by the voting delegates shall also require ratification by two-thirds of the votes cast by active
6 members or a majority of the voting power, whichever is less, at any regular or special meeting called for
7 that purpose.