Beta Gamma Sigma Governing Documents
BETA GAMMA SIGMA, INC.
ARTICLES OF INCORPORATION
ARTICLE ONE
Section 1. The name of the corporation is BETA GAMMA SIGMA, INC.
Section 2. The period of duration of the corporation is perpetual.
Section 3. The address of its initial Registered Office in the State of Missouri is 605 Old Ballas Road, Suite 200, St. Louis, Missouri 63141; and the name of its initial Registered Agent at said address is James A. Viehland.
ARTICLE TWO
The purposes for which the corporation is organized are to encourage and reward scholarship and accomplishment among students of business and administration, to promote the advancement of education in the art and science of business, and to foster integrity in the conduct of business operations. The corporation is organized exclusively for charitable and educational purposes, and is the successor entity to BETA GAMMA SIGMA, a national honor society.
ARTICLE THREE
Section 1. The membership of the corporation is composed of those persons of high scholarship and good moral character who are enrolled in subject matter areas within the purview of accreditation by AACSB International – The Association to Advance Collegiate Schools of Business (AACSB International), and such other persons as shall be provided in the Bylaws.
Section 2. The classes and conditions for membership in the corporation shall be provided in the Bylaws.
Section 3. The Board of Directors is empowered to grant a charter for a Beta Gamma Sigma chapter to any college, school or program of business which is accredited by AACSB International, and which makes formal application for a collegiate chapter under the procedures set forth in the Bylaws. The Board of Directors may also grant charters to alumni chapters under the procedures set forth in the Bylaws. The Board of Directors is empowered to grant a charter for a non-Beta Gamma Sigma honor society chapter to any college, school or program of business in accordance with the governing documents for that honor society and the procedures set forth in the Bylaws and Board Policy Manual of Beta Gamma Sigma.
Section 4. Individual members shall not be permitted to vote on any matters, affairs or business of the corporation unless (1) they are authorized delegates of an active chapter attending a convention or meeting of the corporation 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 corporation. No members shall be authorized to vote on any amendments to these Articles of Incorporation unless they are a duly elected director of the corporation.
ARTICLE FOUR
The Board of Directors shall be not less than three (3) in number; and subject to such limitation, the number of directors shall be fixed by the Bylaws. The number of directors may be increased or decreased from time to time by an amendment to the Bylaws. The selection and terms of the directors shall be provided in the Bylaws, and directors need not be residents of the State of Missouri. The first Board of Directors shall be nineteen (19) in number, and their names and addresses are set forth in Exhibit “A” attached hereto and made a part hereof.
ARTICLE FIVE
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Two. The corporation shall continue to conduct its charitable and educational purposes in such a manner that it shall not be considered to be private foundation as that term is defined in Section 509 of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Laws). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided in Section 501 (h) and Section 4911 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Laws), and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Laws) or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Laws).
ARTICLE SIX
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Laws), as the Board of Directors shall determine.
ARTICLE SEVEN
These Articles of Incorporation may be amended by the adoption of an amendment at a meeting of the Board of Directors upon receiving the vote of a majority of the directors in office.
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BETA GAMMA SIGMA, INC.
BYLAWS
ARTICLE I - MEMBERSHIP
Section 1. MEMBERSHIP
There shall be the following types of membership: baccalaureate student; graduate student; administrative, teaching or research staff; and chapter and international honorees. Student membership may be conferred upon those pursuing or achieving a degree in a business program accredited by AACSB International. Honorary membership may be conferred upon individuals who have achieved distinction and who possess those qualities that Beta Gamma Sigma fosters as identified further in this section.
Subsection 1. Baccalaureate Student Membership
Candidates for baccalaureate degrees whose academic rank is in the upper 10 percent of their class may be inducted subject to the following paragraphs of this section.
Paragraph 1. Students in the next to last year of study (or its equivalent in course work) ranked among the upper 10 percent of their class may be inducted in the last term or semester (or its equivalent in course work) of that year.
Paragraph 2. Students in their final year who were not previously inducted may be inducted at any time during their final year (or its equivalent in course work) if their academic rank is in the upper 10 percent of their class.
Subsection 2. Graduate Student Membership
Candidates for masters degrees whose academic rank is in the upper 20 percent of their masters class may be inducted following completion of at least 50 percent of their degree program.
Doctoral students who have completed all requirements for that degree may be inducted without restriction as to number.
Subsection 3. Transfer Students
Transfer students who meet the qualifications for membership may be inducted after they have completed a minimum of one full year of full-time work (or its equivalent in course work) in the business unit in which the chapter is located, provided their overall record, in the judgment of the collegiate chapter, is of Beta Gamma Sigma caliber.
Subsection 4. Administrative, Teaching and Research Staff
A member of the teaching or research staff of the business
unit may be inducted to active membership if he or she holds
an earned doctorate from the business unit of an AACSB International
accredited institution or if he or she has attained tenure.
For those institutions or those teaching or research staff where
tenure is not applicable, invitation to membership may be extended
after the individual has completed six years of such work at
the business unit where the chapter is located. Teaching or
research staff may be inducted without restriction as to number.
An individual who serves as chapter advisor and who does not
otherwise qualify for membership may be inducted as an honorary
member upon recommendation of the head of the business unit.
Such honorary membership shall be designated by an honorary
recognition certificate, and the honorary member may wear the
Beta Gamma Sigma key.
Members of the direct line of academic administration in the
university, including the dean, the chief academic officer (vice
president, vice chancellor, or provost), and the chief executive
officer (president or chancellor) may be inducted without regard
to the foregoing limitations.
Teaching and research staff of economics departments, when
such departments provide the principal instruction in economics
for students in a business program, may be regarded as eligible
for membership into Beta Gamma Sigma. When departments of economics
do not provide the principal instruction in economics for students
in a business unit, the teaching and research staff of such
a department shall not be regarded as eligible for faculty membership.
Subsection 5. Chapter and International Honorees
The Chapter Honoree Award is conferred upon those who have furthered the ideals of the Society through outstanding business and managerial leadership.
The International Honoree Award is conferred upon those who have furthered the ideals of the Society through outstanding business and managerial leadership and/or meritorious contributions to education for business and administration.
Paragraph 1. Nomination of Chapter Honorees
The chapter nominating committee shall nominate candidates for the Chapter Honoree Award. Any person who has achieved distinction primarily in business and administration and who possesses those qualities that Beta Gamma Sigma fosters may be nominated as chapter honoree by the collegiate or alumni chapter. Chapters may elect as many as two chapter honorees in any one year without express approval of the Board of Governors. For the third or subsequent chapter honorees, the chapter must seek permission through the Central Office, providing a rationale for such recognition and noting the occasion of the award presentation.
Paragraph 2. Nomination for International Honoree
The Board of Governors may invite the collegiate and alumni chapters to nominate candidates for the International Honoree Award. The selection of the International Honoree from nominated candidates will be made by the Board of Governors.
Chapter and International honorees are eligible, if not otherwise Beta Gamma Sigma members, for honorary membership. Such honorary membership shall be designated by an honorary recognition certificate or plaque and the honorary member may wear the Beta Gamma Sigma key.
Section 2. NOMINATION FOR COLLEGIATE CHAPTER MEMBERSHIP
The chapter shall have a nominating committee which shall consist of at least three members, two of whom shall be members of the administrative, teaching or research staffs of the business unit. No nominations for election to membership may be made except by the nominating committee.
Section 3. ELECTION TO COLLEGIATE CHAPTER MEMBERSHIP
A three-fourths affirmative vote of those members present at a duly called meeting of the chapter is necessary for election to collegiate chapter membership. Beta Gamma Sigma membership is a lifelong recognition. Therefore, the invitation to membership may be considered open until accepted.
Section 4. TRANSFER OF MEMBERSHIP
A member of Beta Gamma Sigma, in good standing, who transfers to another institution which has a collegiate chapter shall enjoy all the rights and privileges of said chapter, but shall be considered an official member of the chapter in which he or she was inducted. Members of the administrative, teaching or research staffs holding full-time appointments at business units with a Beta Gamma Sigma chapter shall be considered official members of both the chapter where they were inducted and the collegiate chapter at the business unit where they have such appointment.
Section 5. ELIGIBILITY
Beta Gamma Sigma recognizes individuals who have exhibited excellence in meeting the requirements for membership. Beta Gamma Sigma shall treat each individual with dignity. Beta Gamma Sigma does not discriminate on any basis prohibited by law in the administration of membership or other programs.
ARTICLE II - ADMISSION OF COLLEGIATE CHAPTERS
The Board of Governors is empowered to grant a charter to any business unit which is accredited by AACSB International – The Association to Advance Collegiate Schools of Business and which makes formal application for a collegiate chapter under procedures set forth in the Board Policy Manual.
ARTICLE III - COLLEGIATE CHAPTER NAMES
The founding chapters of Beta Gamma Sigma in Wisconsin, Illinois, and California shall be the charter chapters. Upon admission, each new chapter shall be designated by the name of its institution, and this name shall appear in the charter granted to the chapter.
The Board of Governors may also establish the Beta Chapter, to provide an opportunity for membership for any student who would be otherwise eligible for membership but cannot elect it (cannot be elected) because the student’s home institution, although eligible, does not choose to host a chapter or induct students. The operation of the Beta Chapter shall be the responsibility of the executive director with oversight provided by the executive committee of the Board of Governors.
ARTICLE IV - GOVERNMENT OF COLLEGIATE CHAPTERS
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 administrative, teaching or research staffs of the business unit in which the chapter is located, and (3) the officers of the collegiate chapter.
ARTICLE V - ADMISSION OF ALUMNI CHAPTERS
The Board of Governors shall be authorized to charter alumni chapters upon the written application of ten or more alumni members. The Board of Governors shall be empowered to promulgate such rules and regulations as it deems necessary to regulate the functions of alumni chapters and may suspend the operations of alumni chapters failing to conform to such.
ARTICLE VI - PROBATION/DEACTIVATION OF COLLEGIATE CHAPTERS
Section 1. COLLEGIATE CHAPTERS FAILING TO HOLD INDUCTION CEREMONIES
Any chapter which does not hold an induction ceremony for three consecutive years shall be considered to be not functioning and will be placed on probation for a period of one year. If the chapter fails to hold an induction ceremony during the year of probation, the Board may declare the chapter inactive by a majority vote. The Board, by a majority vote, may at any time reactivate the chapter upon application from faculty and administration of the business unit.
Section 2. SUSPENSION OR LOSS OF ACCREDITATION FROM AACSB INTERNATIONAL
Any chapter located in a business unit which has had its accreditation suspended or which otherwise no longer offers degree programs accredited by AACSB International will be declared inactive. The Board of Governors shall be authorized to reinstate any such chapter when the business unit at which it was located shall again comply with the standards of AACSB International and be readmitted to the Accreditation Council of AACSB International.
ARTICLE VII - THE BIENNIAL CONVENTION
Section 1. TIME AND PLACE
Once every two 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 Governors.
Section 2. CHAPTER REPRESENTATION
Each collegiate and alumni chapter may be represented by one member delegate authorized by the chapter. This delegate shall be entitled to vote and to represent his or her chapter on all matters brought before the convention.
Section 3. VOTING OF CORPORATE OFFICERS
Corporate officers, unless they are authorized delegates, shall not have the right to vote at conventions unless it becomes necessary for a presiding officer, who is otherwise ineligible to vote, to break a tie.
ARTICLE VIII - ORGANIZATION OF THE CORPORATION
Section 1. CORPORATE STRUCTURE
The Board of Directors of Beta Gamma Sigma, Inc. shall be designated as the Board of Governors. The corporate organization of Beta Gamma Sigma shall be composed of the corporate officers, the Board of Governors, and such committees and staff as the Board of Governors deems necessary to carry out the mission and objectives of Beta Gamma Sigma.
Section 2. CORPORATE OFFICERS
The corporate officers consist of elected officers and appointed officers. The elected officers of Beta Gamma Sigma, Inc. shall be president; vice president, who shall also be designated president-elect to take office at such time as that office becomes open; and secretary-treasurer. These officers and the members of the Board of Governors form the corporation's governing body, which appoints the appointed officers: executive director, associate executive director, and such additional staff officers deemed necessary to carry out the mission and objectives of Beta Gamma Sigma.
Subsection 1. Nomination of Corporate Officers
The corporate officers may be elected from the membership in the following manner: The president shall appoint, with proper regard for geographical distribution, a nominating committee to consist of at least five members. 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.
Subsection 2. Election of Corporate Officers
A majority vote of the accredited delegates of chapters at the biennial convention shall be necessary to elect corporate officers for the ensuing two-year period. In the event a convention cannot be held, corporate officers may be elected by a mail ballot.
Section 3. BOARD OF GOVERNORS
Subsection 1. Powers and Responsibilities
The Board of Governors shall have all the powers and responsibilities specifically described in or reasonably implied by the various sections of the Articles of Incorporation and Bylaws, and such other powers and responsibilities not in conflict therewith the Articles of Incorporation and Bylaws as are usually exercised by any Board of Directors or Governors.
The Board of Governors shall consist of up to twenty-two members as follows: the president, vice president, secretary-treasurer, executive director, the immediate past president, the chief executive officer of AACSB International or an academic member of the AACSB International Board of Directors, twelve elected academic members, and up to four elected practitioner members.
Subsection 2. Nomination of Governors
A. Nomination of Academic Governors
The Academic Governors may be elected from members holding appointment on the administrative, teaching or research staffs of a business unit with a Beta Gamma Sigma chapter in the following manner: The Board of Governors shall elect three persons from its membership to serve with the president and vice president as a nominating committee. This committee shall identify nominees reflecting the diversity of institutions represented among Beta Gamma Sigma chapters including such characteristics as geographic location, size of business program, and other institutional characteristics which may be deemed relevant. The 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.
B. Nomination of Practitioner Governors
The practitioner governors may be elected from members in the following manner: The elected corporate officers shall recommend individuals who have distinguished themselves in a business career for consideration by the Board of Governors as a whole.
Subsection 3. Election of Governors
A. Election of Academic Governors
A majority vote of the accredited delegates of chapters at the biennial convention shall be necessary to elect academic governors for the ensuing two-year period. Six academic governors shall be elected by each biennial convention for four-year terms. In the event a convention cannot be held, academic governors may be elected by a mail or electronic ballot. Any vacancy in this group of twelve shall be filled by appointment by the president.
B. Election of Practitioner Governors
Practitioner governors may be elected by a majority vote of the accredited delegates of chapters at the biennial convention or by a mail ballot of chapters for a two-year term commencing with their election. Any vacancy in this group shall be filled by initiating the nomination process for practitioner governors.
Section 4. TERM OF OFFICE
Subsection 1. Length of Term
The elected corporate officers and academic members of the Board of Governors shall take office on July 1 following their election at the biennial convention. The elected corporate officers shall serve for two years or until their successors assume office. The twelve elected academic members of the Board of Governors shall have four-year terms, staggered so that one-half of the elected academic members leave the Board every two years. Practitioner members of the Board shall have two-year terms commencing with their election. The immediate past president shall serve on the Board of Governors for two years immediately following his or her tenure in office and, should the president serve two consecutive terms, for two additional years, and is eligible for election to the Board at the end of this period. No elected corporate officer of the Society shall serve more than two consecutive terms in the same office. The executive director and associate executive director shall serve at the pleasure of the Board of Governors.
Subsection 2. Filling Vacancies
If, during the interim between biennial conventions, the office of president should become vacant, the vice president (president-elect) 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 Governors to serve the unexpired term. The appointed acting vice president will not be designated president-elect during this appointed term. Should the office of the secretary-treasurer become 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 Governors.
Section 5. RECALL OF CORPORATE OFFICERS
Corporate 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-treasurer of certificates of votes from the secretaries of at least two-thirds of the collegiate and alumni chapters certifying that two-thirds of the members present at each chapter have voted for the recall of any corporate officer, the office involved shall be declared vacant. If a charge is filed against the secretary-treasurer, the president shall receive the certificates of votes from the collegiate and alumni chapters. The secretary-treasurer, or in the case of the secretary-treasurer's recall, the president shall report to the Board of Governors and, for the remainder of the term, the office shall be filled by an appointee from the Board of Governors by the president.
ARTICLE IX - FEES
The membership fee for each member shall be determined by the Board of Governors upon recommendation of the executive committee, and shall be incorporated in the Board Policy Manual.
ARTICLE X - SCHOLARSHIP RECOGNITION OUTSIDE OF BETA GAMMA SIGMA CHAPTERS
The Board of Governors shall be empowered to promote appropriate honor societies for postsecondary business education worldwide with Beta Gamma Sigma chapters continuing to be reserved exclusively for institutions accredited by AACSB International. The Board of Governors may establish, recognize, or administer appropriate non-Beta Gamma Sigma honor societies to recognize scholarship in postsecondary business programs where Beta Gamma Sigma chapters are not possible.
ARTICLE XI - REVISION OF BOARD POLICY MANUAL
The Board of Governors shall have the authority to amend the Board Policy Manual of Beta Gamma Sigma in any manner consistent with the Bylaws and Articles of Incorporation.
ARTICLE XII - 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 governor (as previously herein defined as a director), corporate officer (whether elected or appointed), employee (whether salaried or not) or agent of the corporation as a director, governor, 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 XII shall include the executive director of the corporation and any other appointed staff officers 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 Governors (as previously herein defined as 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 governor, 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 governor, 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 governor, 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 Governors of the corporation by a majority vote of a quorum consisting of governors 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 governors 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 Governors in the specific case upon receipt of an undertaking by or on behalf of the corporate governor, 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 governors 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 governor, 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 may purchase and maintain insurance on behalf of any person who is or was a corporate governor, corporate officer (whether elected or appointed), employee (whether salaried or not) or agent of the corporation as a director, governor, 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 XIII - AMENDMENT OF BYLAWS
These Bylaws may be amended by a three-fourths majority vote of the delegates in convention or by a majority vote of all active chapters voting within a period specified by the Board of Governors, which shall be not less than fifteen days nor more than thirty days.
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Beta Gamma Sigma, Inc.
Revised July 1, 2006
BETA GAMMA SIGMA, INC.
BOARD OF GOVERNORS POLICY MANUAL
ARTICLE I - PROCEDURE FOR ADMISSION OF COLLEGIATE CHAPTERS
Section 1. WRITTEN APPLICATION
The administrative, teaching and research staff of a business unit which has business programs accredited by AACSB International – The Association to Advance Collegiate Schools of Business may make written application to the executive director for a collegiate chapter of Beta Gamma Sigma.
Section 2. NOTIFICATION OF BOARD OF GOVERNORS
The executive director, within ten days after receipt of an application, shall notify each member of the Board of Governors and send each member information relative to the desirability of the applicant.
Section 3. GRANTING OF CHARTER
Upon a favorable vote of three-fourths of the members of the Board of Governors, a charter shall be granted which will be signed by the president and the secretary-treasurer.
ARTICLE II - GOVERNMENT OF COLLEGIATE CHAPTERS
The governing body of the collegiate chapter shall be in accordance with Article IV of the Bylaws of Beta Gamma Sigma, Inc.
Section 1. COLLEGIATE CONSTITUTION AND BYLAWS
Each new chapter must submit as part of its written application for a collegiate chapter of Beta Gamma Sigma one copy of its proposed governing documents to the executive director. These shall not be in violation of or contradictory to the terms of the Articles of Incorporation or Bylaws of Beta Gamma Sigma, Inc. Each collegiate chapter shall be under obligation to keep a current copy of its governing documents on file with the executive director.
Section 2. CHAPTER ANNUAL REPORT
Each collegiate chapter must submit an annual report to the executive director to maintain good standing with the Society. The report questionnaire will be provided to the secretary-treasurer of each chapter prior to the end of the fiscal year.
Section 3. CHAPTER LEADERSHIP
Collegiate chapters of Beta Gamma Sigma shall be organized and administered by the administrative, teaching or research staffs in that the officers shall be:
President: The chapter shall honor a distinguished member of the administrative, teaching or research staffs who is a member of the Society by selecting him/her as President of the chapter.
Secretary-Treasurer: The chapter shall honor a member of the administrative, teaching or research staffs who is an outstanding teacher, researcher, or both and is a member of the Society by selecting him/her as Secretary/Treasurer of the chapter.
Vice President(s): The chapter may select student(s) or administrative, teaching or research staff to fill the position(s) of Vice President(s) of the chapter.
ARTICLE III - MEMBERSHIP
Section 1. NOTICE OF INDUCTION TO COLLEGIATE CHAPTER MEMBERSHIP
Notice of induction to membership by a collegiate chapter shall be sent to the executive director no later than ten days after the induction; it shall be certified by the dean or administrative head of the business unit as to (a) whether the baccalaureate students inducted are in the required percentage of their class, and (b) the total number of students in the next to last year class, in the last year class, and in the class receiving masters degrees.
Section 2. INDUCTION PROCEDURES
Induction of new members can be handled in any of the following ways: (a) The preferred way is to have the candidates present at the induction ceremony of the chapter which elected that person to membership; (b) The candidate may be inducted by a chapter of Beta Gamma Sigma which is close to the candidate’s place of residence; and (c) In exceptional cases where it is not possible to use one of the above, the candidate can be inducted in absentia by reading the ritual of Beta Gamma Sigma and pledging to maintain and uphold the principles of the Society.
Section 3. MEMBERSHIP DATA PROFILE
Each collegiate chapter shall be required to file with the executive director, no later than ten days following induction, membership data profiles containing the names and permanent addresses of the new members.
Section 4. MEMBERSHIP FEES AND OTHER CHARGES
The membership fee payable to the corporation for each member shall be $65 (U.S.) inclusive of the cost of the emblem. The treasurer of each collegiate chapter shall pay to the executive director the membership fee payable to the corporation and other charges no later than ten days after each induction.
The fee for the Chapter Honoree plaque shall be $85 (U.S.). Where the honoree is not already a member of the Society, the membership certificate and key will be provided at no additional charge.
ARTICLE IV - PROCEDURE FOR ADMISSION OF ALUMNI CHAPTERS
Each alumni group petitioning for an alumni chapter of Beta Gamma Sigma must submit a copy of governing documents appropriate for its own regulation to the executive director.
ARTICLE V - GOVERNMENT OF ALUMNI CHAPTERS
Beta Gamma Sigma alumni chapters must conduct their affairs in a manner to maintain the tax exempt status conferred upon them by virtue of being a part of Beta Gamma Sigma and to enhance the reputation of Beta Gamma Sigma. Each alumni chapter for which a charter has been granted shall be under obligation to file a current copy of its governing documents with the executive director which shall not be in violation of or contradictory to the terms of the Bylaws or Articles of Incorporation of Beta Gamma Sigma, Inc. or its mission and objectives. To remain in good standing, alumni chapters shall file an annual report in a form to be provided by the executive director and comply with rules and regulations for alumni chapters as provided in the alumni chapter handbook.
ARTICLE VI - BIENNIAL CONVENTION
After the date and place of the convention have been fixed, the executive director shall send a notice to the secretary of each active collegiate and alumni chapter. Each of these chapters may select a delegate and provide credentials authorizing said delegate to vote and to represent the chapter on matters brought before the convention.
ARTICLE VII - DUTIES OF THE CORPORATE OFFICERS
Section 1. PRESIDENT
The president shall preside at all conventions or conferences that may be held by delegates of the chapters. The president shall have authority to call for an assembly of delegates from each chapter whenever it is the president's judgment that the best interests of the Society demand such a conference. The president shall also serve as chairman of the Board of Governors and the executive committee.
Section 2. VICE PRESIDENT
The vice president shall exercise the powers of the president when the latter is for any reason unable to execute them, and shall assume such responsibilities as may be delegated by the president.
Section 3. SECRETARY-TREASURER
The secretary-treasurer shall keep official minutes of the Society. The secretary-treasurer may sign all vouchers which are initiated for the withdrawal of current funds and sign all checks drawn on the current fund account; normally, however, these responsibilities will be executed by those members of the corporate office staff as designated by the Board of Governors (hereafter referred to as designated staff). The secretary-treasurer shall report on the finances of the Society to the delegates at the Biennial Meeting. The secretary-treasurer shall, with the advice of the executive committee, supervise the investment of the surplus funds of the Society. In the absence of the secretary-treasurer or in the event of this officer's failure or inability to act, the vice president shall, with the advice of the executive committee, supervise the investment of surplus funds until a functioning secretary-treasurer shall be available.
ARTICLE VIII - DUTIES OF THE EXECUTIVE DIRECTOR AND
ASSOCIATE EXECUTIVE DIRECTOR
Section 1. EXECUTIVE DIRECTOR
The executive director, reporting to the president, shall serve as an ex officio, voting member of the Board of Governors and the executive committee. As chief operating officer of the Society, the executive director is responsible for the implementation of policies of the Board of Governors and the operations of the Society. The executive director may vote on all issues except those concerning employment, compensation, or other issues when there is a potential conflict of interest as determined by the president.
Section 2. ASSOCIATE EXECUTIVE DIRECTOR
The associate executive director reports to the executive director who shall determine, and report to the Board of Governors, his or her specific responsibilities. It is the intent that such responsibilities shall be managerial in nature as exemplified by the following: assist in formulating the agenda for the Board of Governors and the executive committee; represent the Society during campus visits; work with selected committees in the development and implementation of programs fulfilling the Society's mission; supervise selected employees; and assume operating responsibility for the office and the Society in the absence of the executive director.
ARTICLE IX - DEPOSIT AND DISBURSEMENT OF FUNDS
Section 1. CURRENT FUNDS
All current funds of Beta Gamma Sigma shall be deposited promptly by the designated staff in checking accounts in banks which have been approved by the president and the secretary-treasurer. All withdrawals of current funds shall be signed by the designated staff or the secretary-treasurer. Copies of all vouchers drawn authorizing a disbursement from current funds shall be maintained in the records of the corporate office.
Section 2. SURPLUS FUNDS
Surplus funds of the Society may be invested in bonds, stocks, or interest-bearing savings accounts or expended in accordance with policies established by the Board of Governors. Checks received for dividends, interest, redemption, or sale of these investments shall be deposited by the designated staff in the current fund account. Surplus funds deposited in savings banks which have been approved by the president and the secretary-treasurer may be withdrawn by the designated staff or the secretary-treasurer for deposit in the current fund. The secretary-treasurer or the designated staff shall have full authority to execute documents designed to purchase, sell, transfer, or collect upon stocks, bonds, or other investments; and, under rules for the handling of surplus funds, to initiate the deposit to and withdrawal from interest-bearing savings accounts of the investment fund of the Society. The designated staff shall have authority to cast the vote of the Society on all matters usually referred to the owners of securities. The secretary-treasurer and the designated staff shall be bonded for a lesser of the amount of the Society's current funds, investments, and savings accounts as of July 1 each year, or $3,000,000.
ARTICLE X - COMMITTEES
The corporate organization shall include the following committees: executive committee, strategic issues committee, investment committee, audit committee and collegiate chapter operations committee. In addition, the president shall appoint members to other committees which the Board of Governors has authorized to carry out the mission and objectives of Beta Gamma Sigma.
Section 1. EXECUTIVE COMMITTEE
Subsection 1. Appointment of Members
The executive committee of the Board of Governors shall consist of the president, vice president, secretary-treasurer, executive director, and the immediate past president.
Subsection 2. Duties
The executive committee shall facilitate the policy-making role of the Board (1) by receiving and reviewing recommendations submitted by the various committees; and (2) by developing and proposing to the Board (a) long-range objectives and plans, (b) appropriate organizational modifications (including necessary Bylaws and Board Policy Manual changes), and (c) strategies that would improve the financial control mechanisms of the Society. The executive committee acts on behalf of the Board of Governors between Board meetings and reports actions to the Board for approval.
Section 2. STRATEGIC ISSUES COMMITTEE
Subsection 1. Appointment of Members
The strategic issues committee shall consist of a chairman appointed by the president from the Board and such additional members as the president may appoint.
Subsection 2. Duties
The strategic issues committee is responsible for the development, review, and periodic revision of a long range plan for the Society. It shall also serve to evaluate and make recommendations on strategic issues which are deemed to have lasting impact on Beta Gamma Sigma.
Section 3. INVESTMENT COMMITTEE
Subsection 1. Appointment of Members
The investment committee shall consist of a chairman appointed by the president from the Board, the secretary-treasurer of Beta Gamma Sigma, executive director of Beta Gamma Sigma, and one other Board member appointed by the president.
Subsection 2. Duties
The investment committee is responsible for the development and implementation of an investment strategy for the Society's surplus and endowment funds. Such investment is done under the broader guidelines for investment set forth by the Board of Governors by majority of the committee voting in favor of an individual investment and with the concurrence of the secretary-treasurer of Beta Gamma Sigma.
Section 4. AUDIT COMMITTEE
Subsection 1. Appointment of Members
The audit committee shall consist of a chairman appointed by the president from the Board, and two other Board members appointed by the president.
Subsection 2. Duties
The audit committee is responsible for assisting the Board in fulfilling its fiduciary responsibilities related to accounting and reporting practices and to maintain a direct line of communication between the Board of Governors and the independent accountants to provide for exchanges of views and information, as such, the audit committee reports directly to the Board. The audit committee shall review the financial statements with the independent accountants prior to recommending approval by the Board, appraise the effectiveness of the audit effort, and recommend the appointment of the independent accountants for the ensuing year.
Section 5. COLLEGIATE CHAPTER OPERATIONS COMMITTEE
Subsection 1. Appointment of Members
The membership of the collegiate chapter operations committee shall consist of a chairman appointed by the president from the Board and such additional members as the president may appoint. Collegiate chapter officers shall be represented on this committee to the extent appropriate.
Subsection 2. Duties
The collegiate chapter operations committee shall recommend programs which will encourage Beta Gamma Sigma chapters to become significant contributors to the enrichment of the academic life of business and/or administration students. Toward this end, the committee (1) will propose standards for maintenance of "active chapter standing," (2) shall implement periodic measurement of chapter activity level, (3) shall propose chapter programs and activities and shall facilitate the dissemination of collegiate chapter program ideas which implement the mission and objectives of Beta Gamma Sigma, and (4) shall develop and recommend programs to give recognition to those chapters which have undertaken activities that give greater meaning to Beta Gamma Sigma membership.
ARTICLE XI - PUBLICATIONS
Section 1. The Board of Governors may authorize for distribution in print or otherwise publications relevant to the mission and objectives of the Society.
Section 2. RITUAL
The ritual adopted by the organization in 1934 as amended and subject to amendment by the Board of Governors shall be the official ritual. The Beta Gamma Sigma Ritual will be published and supplied to chapters for induction ceremonies.
ARTICLE XII - EMBLEM
This emblem shall be a gold key of such design as is registered in the United States Patent Office on Registry No. 561,939 on July 22, 1952, and as renewed subsequently.
ARTICLE XIII - REVISION OF THE BOARD POLICY MANUAL
The Board Policy Manual of Beta Gamma Sigma may be revised by a three-fourths majority vote of the Board of Governors.
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Beta Gamma Sigma, Inc.
Revised July 1, 2006
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