PKP Chapter 191 Bylaws
THE BYLAWS OF
Austin Peay State University Chapter #191
of
THE HONOR SOCIETY OF PHI KAPPA PHI, INC.
A Nonprofit Corporation
PREAMBLE
For the purpose of promoting high academic standards at Austin Peay State University, Clarksville, Tennessee; maintaining a chapter of The Honor Society of Phi Kappa Phi (to be referred to as “the Society” or “Phi Kappa Phi”) chartered and installed at Austin Peay State University on May 27, 1976; and furthering the ideals and objectives of the Society; the members of the Austin Peay State University chapter do hereby adopt the following Bylaws for its governance.
ARTICLE I
Name and Mission
Section 1. The name of this organization is the Austin Peay State University Chapter # 191 of The Honor Society of Phi Kappa Phi ("chapter”).
Section 2. The mission of the Society is as follows: “We are a community that celebrates and advances the love of learning.” The Society will pursue this mission in such a manner and through such methods as permitted by Section 501(c)(3) of the Internal Revenue Code.
Section 3. The chapter is governed in accordance with the Bylaws of the Society, as amended and restated by the Society Board of Directors (“Board of Directors”) on May 31, 2024. These chapter Bylaws supersede prior Bylaws of the chapter and become effective upon the date adopted by the Board of Directors.
ARTICLE II
Chapter Governance
Section 1. Chartering of Chapters
1.1 A chapter may be established in any non-profit college or university that holds institutional or regional accreditation, offers a baccalaureate or post-baccalaureate degree, adheres to the Society’s mission, manifests its standards of quality, and meets basic institutional requirements as approved by the Board of Directors.
1.2 The Board of Directors will establish policies and rules for chartering chapters. The chapter must be in good standing with its domicile State as a non-profit entity or association, if required by State law.
1.3 In carrying out its purposes and functions, except to the extent otherwise permitted under provisions of the Internal Revenue Code, the chapter shall not:
1.3.1 Engage in any activities other than those which are exclusively for benevolent, charitable, scientific, literary, artistic, and educational purposes; or
1.3.2 Advocate for any political campaign on behalf of a candidate for public office.
1.4 The petition to become a member chapter will be sent to the Society for submission to the Board of Directors. The petition must be approved by a majority vote of the Board of Directors in order to establish a chapter.
Section 2. Functions of Chapters
2.1 Recognize outstanding academic achievements through invitation to membership.
2.2 Hold at least one (1) initiation ceremony annually, which may be conducted in-person or virtually. In limited circumstances, chapters may choose to hold a no-ceremony initiation.
2.3 Sponsor programs and activities that support and recognize scholarship and/or service.
2.4 At convention or at times the Board of Directors deems necessary, send one (1) delegate to the Society convention to vote on behalf of the chapter.
2.5 Participate in other relevant meetings or workshops for officer leadership development.
2.6 Publicize and promote Society awards and programs, including endorsement of one candidate who meets the criteria in the annual fellowship competition.
2.7 Enforce membership guidelines, the Code of Ethics, and other Society policies, such as the Social Media Policy, for members of the chapter.
Section 3. Adoption of Chapter Bylaws
3.1 Each chapter will adopt Bylaws that align with the Bylaws of the Society and submit them to the national office. If the chapter amends its Bylaws, the chapter will file any amendments or revisions with the Society within sixty (60) days of the date the amendment or revision is approved by the chapter.
3.2 When the Society Bylaws are changed in such a manner that necessitates revision of chapter Bylaws, if any chapter has not sent updated Bylaws to the national office within ninety (90) days of receipt of those revisions, the Society will make the necessary revisions and send the updated version to the chapter.
Section 4. Chapter Governance
4.1 The elected officers of the chapter will include, at minimum, an Executive Committee composed of a President, a President-Elect, a Secretary, a Treasurer, and one Student Vice President. Additional offices may be established as the chapter may prescribe. Student members may hold any chapter office with the exception of President, President-Elect, Secretary, and Treasurer. Chapter officers must maintain active membership in order to hold office.
4.2 Chapters will determine the terms of office. When an election occurs, a report will be sent promptly, and in no case later than August 31 of each year, to the Society.
4.3 The management, legal, and fiduciary responsibilities of the chapter will be vested in the Executive Committee.
4.4 At conventions or times the Society deems necessary, the chapter will appoint one delegate to vote on behalf of the chapter.
Section 5. Chapter Fees and Reporting Responsibilities
5.1 Each chapter is responsible for transmitting fees from its new members to the Society within thirty (30) days of initiation.
5.2 Each chapter is responsible for filing a financial report with the Society within sixty (60) days of the close of the fiscal year.
5.3 Each chapter is responsible for filing an annual report with the Society in a form acceptable to the Society by August 31 of each year.
5.4 Each chapter is responsible for the timely annual filing of its 990 return of organization exempt from income tax (“Form 990”) with the Internal Revenue Service (IRS) in accordance with federal timelines. However, if a chapter conducts all chapter financial transactions solely through its college or university, the college or university may include the chapter’s activities in its Form 990.
Section 6. Chapter Management
6.1 The management of the chapter will be vested in the Executive Committee.
6.2. At least a majority of the Executive Committee will constitute a quorum for the transaction of business at any regular or special meeting.
6.3 In all matters not specified by these Bylaws or the Society Bylaws, the procedures set forth in the current edition of Robert’s Rules of Order will be used.
Section 7. Inactive Status, Suspended Status, and Charter Withdrawal
7.1 Annual Audit. On an annual basis, the Society will review the chapter’s compliance with its obligations pursuant to these and the Society Bylaws.
7.2. Inactive Status. The Board of Directors, by a majority vote, may place a chapter on inactive status if the Chapter (individually “Cause for Inactive Status”):
7.2.1. Has not initiated new members within a consecutive three (3) year period;
7.2.2. Is not in good standing with its domicile state as a non-profit entity or association, if required by state law;
7.2.3. Failed to satisfy any of the other requirements of a chapter under these Bylaws and/or other agreements between the Society and the chapter (individually and/or collectively “Chapter Obligations”); and/or
7.2.4. If the chapter acts in a manner that is deemed contrary to the best interest of the Society and its mission.
7.2.5 The residual assets of any chapter placed on inactive status will be held in a Society escrow account.
7.3 Suspended Status. The Board of Directors, by a majority vote, may place a chapter on suspended status if the Chapter:
7.3.1 Has Cause for Inactive Status; and/or
7.3.2. Has not submitted chapter Bylaws within the deadline established in the Bylaws. During the time period that a chapter is operating in Suspended Status, the chapter may be subject to additional reporting obligations and its assets may revert to the Society to be held in a Society escrow account.
7.4. Charter Withdrawal. At an annual or special meeting, the Board of Directors, by a majority vote, shall withdraw the charter if a chapter has not filed its Form 990 with the IRS by the filing deadline for a consecutive three (3) year period or has its tax-exempt status revoked by the IRS. However, the Board of Directors shall not withdraw the charter if a chapter conducts all chapter financial transactions solely through its college or university, and the college or university includes the chapter’s activities in its Form 990.
7.4.1. At an annual or special meeting, the Board of Directors, by a two-thirds (2/3) vote, may withdraw the charter if a chapter has been declared inactive for a period of three (3) years.
7.4.2. At any annual or special meeting, the Board of Directors, by a two-thirds (2/3) vote, may withdraw the charter of a chapter of a college or university that loses its institutional accreditation.
7.4.3. At an annual or special meeting, the Board of Directors, by a three-fourths (3/4) vote may withdraw the charter of any chapter if deemed in the best interest of the Society.
7.4.4 The residual assets of any chapter whose charter has been withdrawn will revert to the assets of the Society.
ARTICLE III
Membership
Section 1. Membership in the Society is open to scholars from all academic disciplines without regard to race, color, gender, national origin, religion, age, disability, genetic information, or sexual orientation. Members are expected to behave with integrity and high ethical standards.
Section 2. The following membership categories are authorized:
2.1 Active members are those who have paid Society dues for the current year. Those who pay both Society dues and chapter dues are also active members of the Society and the chapter. Active members have access to all available benefits offered by the Society and may be eligible to serve on Society committees and hold Society office.
2.2 Inactive members are those who fail to pay Society dues for the current year. Inactive members do not enjoy the privileges of member benefits, voting, serving on committees, or serving as chapter or Society officers.
2.3 Life members are those who have been invited and initiated and have paid the life membership fee or have been accorded this status by the action of the Board. Life members of the Society who wish to remain active chapter members must continue to pay chapter dues.
2.4 Special memberships, distinguished or honorary, are nominated by a chapter, member, or the Board of Directors. Special memberships are conferred upon approval of the Society’s Executive Director and Chief Executive Officer, Society President and appropriate Society Divisional Vice President. Appropriate fees are due from the chapter once the nomination has been approved. There are two types of special memberships:
2.4.1 A distinguished member is one who has served the Society in an outstanding manner and has shown a sustained record of leadership within the Society. The individual will receive a life membership in Phi Kappa Phi and a distinguished member certificate.
2.4.2 An honorary member is one who is not an alumnus/alumna, employee, or student of the Austin Peay State University chapter, but is an individual who has achieved eminence in some academic, creative, intellectual, or other career endeavor. The individual will receive a life membership in Phi Kappa Phi and an honorary member certificate.
2.5 Meritorious Service Recognition. Members who have served their chapters may be awarded meritorious service recognition. This recognition does not require Society approval.
Section 3. Student eligibility for membership in an institutional chapter should be determined separately for each academic unit or program, e.g., department, school, or college. Academic achievement is the only criterion by which eligibility may be determined. For those institutions that do not rank students using grades, the chapter will include the method of determining eligibility in its chapter Bylaws. Those persons recognized by individual chapters must be invited in compliance with the following standards:
3.1 Undergraduate students in any academic unit or program of a college or university who have had no charges of academic integrity or code of conduct resolved against them, and
3.1.1 who, as a junior (completed seventy-two (72) semester hours or one hundred eight (108) quarter hours), rank academically in the upper seven-and-a-half percent (7.5%) of the class, or
3.1.2 who, as a senior (completed ninety (90) semester hours or one hundred thirty-five (135) quarter hours), rank academically in the upper ten percent (10%) of the class.
3.2 Graduate and professional students in any academic unit or program of a college or university who have completed at least eighteen (18) semester hours or twenty-seven (27) quarter hours at Austin Peay State University, and have had no charges of academic integrity or code of conduct resolved against them, and as post-baccalaureate degree students rank academically in the upper ten percent (10%) of all graduate and professional students at the time of invitation.
3.3 Any undergraduate, graduate, or professional student in any academic unit or program of a college or university who has had no charges of academic integrity or code of conduct violations resolved against them, may be recommended for membership by a faculty member or academic administrator. This membership pathway requires a compelling explanation by the faculty member or academic administrator of why and how the student fulfills the intent of Society membership. This recommendation will be sent to the chapter’s Executive Committee and must be approved by that body, which will then inform the Society of the student’s eligibility for membership.
3.4 All students and graduates who meet the requirements for membership are eligible.
Section 4. Members of Austin Peay State University's faculty, administration, professional staff, alumni, or community leaders who exhibit excellence and high ethical standards may be extended membership invitations.
4.1 The total number invited may not exceed four percent (4) of the number of students invited by the chapter that year.
4.2 Chapters that invite fewer than two hundred (200) students per year may be allowed to initiate a maximum of eight (8) individuals per year.
Section 5. Membership Expectations
5.1 Members should conduct themselves at all times in a manner consistent with integrity and high ethical standards, including the standards described in the Code of Ethics and all other policies of the Society
5.2 If at any time, it becomes known to the Society that, after initiation, a member has failed to behave with integrity and high ethical standards, or is otherwise in violation of the Code of Ethics or other policies, the person's membership may be revoked by either the chapter or by the Society's Board of Directors.
5.3 If the Board of Directors becomes aware of potential grounds to revoke a person’s membership, the Society Executive Director shall notify the chapter’s Executive Committee of the potential grounds for revocation of membership and request that the chapter determine whether it will proceed with membership revocation procedures.
5.3.1 The chapter shall notify the Society Executive Director of its decision within one (1) week of receiving the request.
5.3.2 In the event the chapter declines to proceed with consideration of membership revocation, the Board of Directors may vote to consider membership revocation.
5.4 Grounds for revocation of membership include, but are not limited to, the following:
5.4.1 a charge of academic integrity resolved against the member;
5.4.2 an institutional code of conduct charge resolved against the member;
5.4.3 a criminal conviction of a felony or misdemeanor that reflects that the member failed to act with integrity and high ethical standards;
5.4.4 failure to follow the Society’s Code of Ethics;
5.4.5 violating the Society’s Social Media Policy;
5.4.6 engaging in or promoting content that constitutes defamation, discrimination, harassment, bullying, threats of violence or harm, or spreading information that is harmful, false, or deceptive; or other conduct reflecting poorly on the Society’s mission and ethical standards, in any form; or
5.4.7 any other conduct where a member fails to act with integrity or high ethical standards.
5.5 If the membership is revoked, the person has the right to appeal to the Society Executive Director within sixty (60) days of the date the membership was revoked. The Society Executive Director’s decision is final.
ARTICLE IV
Fees, Dues, and Assessments
Section 1. Society Fees, Dues, and Assessments
1.1 The following types of fees, dues, and assessments may be collected by the Society:
1.1.1 Chapter acceptance fees
1.1.2 Initiation fees
1.1.3 Membership dues
1.1.4 Special assessments
1.2 The Board of Directors establishes the amount of fees, dues, and assessments.
Section 2. Chapter Fees and Dues
Each chapter will have authority to determine chapter initiation fees, chapter dues, and chapter life dues.
ARTICLE V
Amendments and Revisions of Bylaws
Section 1. These chapter Bylaws may be amended by the affirmative vote submitted by two-thirds of the executive committee, provided the proposed amendment or amendments have been provided to active chapter members thirty days (30) prior to the date of the vote.
Section 2. All amendments to these Bylaws will be in harmony with the Bylaws of the Society.
Section 3. The Bylaws of the Society may only be amended by the Society Board of Directors.
Revised, 2024