The
Constitution (or Bylaws) of
THETA
ALPHA KAPPA
(Revised Edition, 2006)
ARTICLE
I
Name
The
name of this organization shall be Theta Alpha Kappa (hereafter, TAK). As a
national honor society it may be referred to as the Society. As incorporated in
the State of New York it may be referred to as the Corporation.
ARTICLE
II
Purposes and Affiliations
Section 1. This organization is the national honor
society for academic studies in Religion and/or Theology, and it exists to
encourage, recognize, and maintain excellence in such studies within
baccalaureate and post-baccalaureate degree programs, but also within the
academic profession more broadly understood.
Section 2. The Society is a member society in the
Association of College Honor Societies. In addition, it is recognized as a
Related Scholarly Organization of the American Academy of Religion, and an
Affiliate Society of the Council of Societies for the Study of Religion.
ARTICLE
III
Membership
Section 1. Individual
Membership
A. Permanent and Active Members
1. Upon induction into a local chapter of
TAK and the payment of an induction fee to the Society, all inductees will be
considered permanent members of that local chapter and the
national Society unless such membership is revoked for cause either by the
local chapter or the national Society. In no case will permanent membership be
denied or revoked on the grounds of age, race, gender, national origin,
religion, or sexual orientation.
2. The Board of Directors may, at its own
discretion, create a category of "active" membership by which
permanent members would also be considered active members of TAK.
Any special terms or conditions applying to such a membership status will be
published in other documents of the Board of Directors.
B. Types
of Individual Membership
1.
Student
Membership (and Alumni Membership)
a.
Undergraduate
students matriculated in qualified institutions as described in III.2A below
are eligible for induction/membership if they have 1) completed at least three
semesters (or five quarters) at an institution having a local TAK chapter in
good standing, 2) completed a minimum of twelve semester credits or eighteen
quarter credits in courses representing Religious Studies or Theological
Studies, 3) attained a grade point average of at least 3.5 (or B+) in such
courses, 4) attained at least a 3.0 grade point average (or B) in their total
academic program to date, and 5) been ranked in at least the upper 35% of their
class in general scholarship at the time of induction.
b.
Graduate
or post-baccalaureate degree students matriculated in similarly qualified
institutions, and in degree programs in Religion or Theology, are eligible for
induction/membership if they have 1) completed at least one half of the
residency requirements for their current degree program at an institution with
a local chapter of TAK, and 2) attained at least a 3.5 (or B+) grade point
average in this course work.
c.
The
criteria for induction listed above are minimum criteria; chapters may, at
their own discretion, establish more stringent or additional eligibility
requirements. Criteria for student membership from institutions whose grading
systems cannot be accommodated to the above standards shall be established by
the Board on a case-by-case basis.
d.
All
student members will be considered alumni members upon completion of the degree
program they are in when inducted.
2.
Honorary
Members
a.
Individuals
holding faculty rank at an institution with a local chapter, and in the
discipline of Religious or Theological Studies, are eligible for
induction/membership if they have completed at least one semester (or two
quarters) in that appointment.
b.
Other
individuals who have clearly established a record of excellence in their own
right, and shown consistent support and encouragement of these academic
disciplines and the students within them shall, at the discretion of the local
chapter, be eligible for induction/membership.
3.
Lifetime
Members
The Board of Directors may, at its own
discretion, create a lifetime membership for those already inducted but having
met additional criteria established by the Board.
Section 2. Chapter
Membership
A.
Application/New
Chapters
Local chapters may be established at
academic institutions of higher learning that 1) grant the baccalaureate or
higher degree, 2) are accredited by the appropriate regional accrediting
agencies, and 3) offer sufficient academic course work in Religious or
Theological Studies that students may meet minimum requirements for eligibility
for induction/membership.
1.
Application
procedures for chapter membership in the Society, together with any additional
uniform criteria to be met (if any), are to be determined by the Society's
Board of Directors and made available to potential chapter organizers or
applicants.
2.
The
Board of Directors has established within its own policies and procedures the
decision-making processes for responding to new chapter applications, and will
communicate its decision in a timely manner.
3.
The Board of Directors reserves the right to
name local chapters with the appropriate Greek letters, and to hold them
accountable to the rules and regulations of TAK.
B.
Active Chapters
(Chapters in Good Standing)
1.
Once
chartered by the Society, chapters remain active and in good standing 1) by the
payment of annual chapter dues through a procedure and in an amount to be
determined by the Board of Directors of the Society, 2) by compliance with this
Constitution, and 3) by meeting any other uniform criteria as determined by the
Board of Directors. Only active chapters in good standing will be able to
induct members into TAK and participate fully in the Society's elections or
other activities.
2.
The
Board of Directors is responsible for establishing uniform procedures for
responding to chapters that fail to meet the criteria for remaining active.
C.
Other Chapters
ARTICLE IV
Local Chapter Organization and Responsibilities
Section 1. Responsibilities
A.
Local
chapters must operate in such a way as to promote the general purposes of this
Society as outlined in Article II, with special reference to inducting qualified
individual members and encouraging scholarly excellence among the students of
these academic disciplines.
B.
Local
chapters shall have a set of by-laws, or be prepared to accept the provisions
of this Constitution in its stead. Chapter by-laws, if any, must be consistent
with this (national) Constitution. Each chapter shall have full charge of its
own activities within the limits of this (national) Constitution.
C.
Local
chapters shall hold inductions at least once a year, if possible, and establish
any other pattern of annual meetings and activities as meets their needs.
Induction ceremonies may be created at the discretion of the local chapter,
although the Society has a model ceremony that may be used or adapted.
D.
Local
chapters shall strive to stay in close communication with the Society by
responding to Society-sponsored requests including (but not limited to) the
following. Requests for dues, annual reports or updates of chapter information,
nominations for Board positions or Board-sponsored awards, votes when called
for, and the submission of student scholarly work in competition for
publication in the Society's journal, or for occasional prizes or awards.
Section 2. Organization
A.
Officers,
Advisors/Moderators
1.
Local
chapters should have at least three elected officers representing the functions
of a President, Vice President, Secretary and/or Treasurer. Officers may be
elected in a manner and for terms to be determined by the local chapter, but
must be members of the Society (student, honorary, or alumni) at the time of
election. Officers (e.g. if also faculty members) need not have been originally
inducted by their local chapter in order to be eligible for election. Chapters
may establish other officers at their discretion, and assign responsibilities
to each.
2.
Local
chapters (or, in their stead, departmental faculty or chairs) may elect or
appoint a faculty advisor, if need be, to help the officers in running the
chapter. This person may or may not - at the discretion of the chapter
simultaneously hold an office in the chapter or be the
Chapter Representative, but should be a member of the Society.
B.
Chapter
Representative/Contact Person
1.
Local
chapters (or, in their stead, departmental faculty or chairs) shall appoint or
elect a faculty contact person as a Chapter Representative in a manner and for
a term of their own choosing. The Chapter Representative need not be a chapter
officer or advisor, but should be a member of the Society.
2.
The
function of the Chapter Representative (or his/her designated alternate) will
be to 1) be the primary contact person between the local chapter and the
Society, 2) when possible or necessary, represent the chapter at the Society's
Annual Meeting, and 3) represent the chapter in voting processes calling for a
chapter vote on a Society matter.
C.
General
Operations/Organization
Any other organizational
features—including but not limited to the creation of Standing Committees, the
establishing of chapter induction fees or annual dues, and the promotion of
relationships with alumni members—shall be at the discretion of the chapter.
ARTICLE
V
National
Board of Directors
Section 1. Membership
A.
Number
The number of directors on the Board
shall normally be eight, with proviso for a ninth member. (See D.1 below.)
However, the Board may, at its own discretion, either increase the size of the
Board to as many as twelve members or decrease the size to as few as six
members (including ex officio members).
B.
Officers
The national officers shall be
President, Vice President, Secretary, and Treasurer. These officers shall
perform the duties prescribed by this constitution and by the parliamentary
authority adopted by the Society. The President shall be responsible for
planning, convening and presiding over all meetings of the Board, the Executive
Committee, and the Annual Meeting. The Vice President shall 1) take over the
duties of the President when that person is absent, 2) act as the Board's
primary liaison to new and continuing chapters, and 3) serve in such other
capacities as determined by the Board. The Secretary shall provide 1) minutes
for meetings of the Board, the Executive Committee, and the Annual Meeting, 2)
general correspondence, 3) dues-collecting services to individual members as
determined by the Board, and 4) address-list and archival services for matters
and materials relevant to the Society and its chapters. The Treasurer shall 1)
keep account of all financial assets and debits of the Society and pay all
bills as appropriate, 2) receive and handle all dues collected, and 3) make an
annual report to the Board and the membership concerning the fiscal status of
the Society. (If, as allowed in V.1.C.1 below, an Executive Secretary position
is created, certain routine functions of these officers would, at the
discretion of the Board, be transferred to that position. Similarly at the
discretion of the Board, certain officers' duties not demanded by parliamentary
authority may be reassigned to other officers or members of the Board.)
C.
At-Large Members
With exceptions noted above as to the
size of the Board (V.1.A), normally three additional, at-large members shall be
elected in a manner, and for terms, as indicated below. These members shall be
full voting members and should be nominated and elected with some attention to
representing the diversity of the chapters, their institutions, and individual
members of the Society. This diversity includes, but is not limited to,
institutional size (by student enrollment), location (by regional areas), and
type (by private, public, professional); types of individual members (by
gender, race, etc.); and the nature of the chapters (by size or location).
D.
Ex-Officio Members
1.
There
shall be one ex-officio member, with provision for a second at the
discretion of the Board. The one is the editor of The Journal of Theta Alpha
Kappa. The second, if the Board should so determine, shall be an Executive
Secretary whose duties would include many of the current day-to-day operations
of the Society.
2.
The
editor shall (and the Executive Secretary would) be appointed by the Board to a
five-year term, renewable upon review by the Board.
3.
Ex-officio members shall serve on the Board
without vote except as otherwise noted below.
Section 2. Election
and Terms of Office
A. Qualifications
All candidates for elected (non ex-officio) membership on the Board must be members of the Society, and should be nominated and elected with some attention to representing the diversity indicated in V.1.B above. There may be no more than one current elected member from any single institution.
B. Nominations
The Board will solicit nominations to fill Board member positions from individual members and from active chapters, the latter through the Chapter Representative or contact person. Such solicitations will be made in a timely manner so that the Board's Nominating Committee has time to receive and review nominations, and to formulate a recommendation to bring to the Annual Meeting for a vote. Notification of the Nominating Committee's recommendations will be sent out with the announcement of the Annual Meeting's agenda. All recommendations must be approved by the Board.
C. Election to the Board
All elected directors are chosen by a
majority vote of individual members at a duly convened and constituted Annual
Meeting of the Society. Proxy votes may be submitted to the Nominating
Committee prior to the Meeting and will be cast along with the votes of
qualified voters present. Election will be by majority of all votes cast. It
will be the duty of the Nominating Committee to recommend a slate of directors
to this meeting—whether as single or multiple candidates for any given position
to be filled.
D. Terms of Office
1. All elected directors shall serve terms of
three years, or until their successor's terms begin.
No member shall hold more than one
office at a time, and no member shall be eligible for more than two successive
terms in the same office. A member having served more than half a term shall be
deemed to have served a term.
2. These terms shall be initially implemented
(beginning 7/1/07) in such a way that, in any subsequent three-year period the
following director groupings will come up for election in the first, second,
and third year respectively: 1) the President, Vice President, and one at-large
representative; 2) the Secretary and one at-large representative; and 3) the
Treasurer and one at-large representatives.
3 Terms of office will begin on the following July 1. The Board of Directors may, at its discretion, change this date to better accord with any changes in the timing of the Annual Meeting.
4 The Board of Directors may, at its own
discretion, appoint an interim officer or director to serve out the regular
term of any vacant officer or director position.
E.
Quorum/Voting
Five members of the Board, including at
least four elected directors, shall constitute a quorum. Assuming a quorum,
measures will pass by a majority vote of those voting members present and
voting. This quorum shall be increased or decreased accordingly if the Board is
expanded or contracted.
Section 3. Organization
A. Executive Committee
1. The four officers, together with the ex-officio member(s), shall constitute the Executive Committee.
2. The function of the Executive Committee is,
when empowered by the Board of Directors to do so, to meet (in person or
otherwise) and bring recommendations to the Board concerning Society
operations. Three members of the Executive committee, at least two of whom must
be elected directors, will constitute a quorum. (Ex-officio members of
the board may serve on this Committee with a vote.) All actions of this
Committee are subject to the review of the Board.
B. Nominating Committee
1. The Nominating Committee shall be made up of four people; at least two of these four must be current members of the Board. (Ex-officio members of the Board, if appointed to this Committee, will be voting members of the Committee.)
2. The Board shall appoint the members of this Committee and determine the length of any particular person's term on it. The Committee shall organize itself as it sees fit in the pursuit of its duties.
3. The Committee's primary task will be to
oversee and facilitate the nomination and election or appointment process by
which positions on the Board are filled. This includes not only the officers
and at-large members (by election at the Annual Meeting), but the ex-officio
member(s) as well (by Board appointment).
a. In the case of elections, this Committee shall ensure that the timely solicitation of nominations occurs, that nominees are credentialed as relates to the qualifications articulated in this Constitution, that slate(s) of candidates are announced in a timely manner before the Annual Meeting (with one or more persons being recommended for any given position), and that proper voting procedures are followed.
b.
In the case of appointments, this Committee
shall ensure that there is a timely
review of the ex-officio (appointed) member(s) of the Board,
and that nominees for
appointment are made available to the Board for its action.
4.
All
actions of this Committee are subject to the review and approval of the Board
of Directors.
C.
Other
1. The Board may, at its own discretion, create
other standing or special committees, and generally organize itself as it sees
fit in the pursuit of its duties.
2 Any more detailed organizational structure
shall be further elaborated and made public in separate documents approved by
the Board.
Section 4. Functions
A. Except for matters left to the decision of the Annual Meeting or to a majority of local chapters (as dictated by this Constitution or Board action), the Board of Directors is empowered to run and supervise the Society, and to conduct the Society's business in a manner consistent with this Constitution. To clarify that business in greater detail, the Board shall establish, keep current, and disseminate a separate set of policies and procedures that is both consistent with this constitution and clear in communicating the details of the Society's (Board's) operations. Unless otherwise determined by the Board, such a policy and procedures statement is solely the province of the Board and not subject to broader membership approval.
B. The Board shall meet at least twice a year, with one of those meetings being in conjunction with the Annual Meeting. At its discretion the Board may empower the Executive Committee to meet in its stead for the second (or other) meeting(s). Any additional or special meetings of the Board may be called by the President, or shall be called by the President upon the written request of any three elected directors. Meetings of the Board of the Executive Committee by conference call or electronic transfer are allowed.
Reimbursement for travel expenses, in
accordance with guidelines determined by the Board, may be paid to members of
the Board for attending such meetings.
ARTICLE
VI
The Annual Meeting
Section 1. Convening
A. The Board of Directors, led by the
President, shall plan, notify the membership and chapters about, and convene an
Annual Meeting of the total membership (individuals and chapters) of the
Society, normally to be held in conjunction with the national meetings of a
cognate discipline (for example, the American Academy of Religion).
Notification of such a meeting shall take place at least one month prior to its
taking place.
B. This meeting shall be presided
over by the President acting on behalf of the Board and following a
pre-circulated agenda.
Section 2. Proper
Business
While all members and chapters may
recommend to the Board prior to the Meeting that items of business be put on
the agenda, it is expected -- minimally -that the President will give a report
of the Society's activities, the Secretary will provide approved minutes of the
last Annual Meeting, the Treasurer will provide a report on the fiscal
condition of the Society, and the Nominating Committee will make its
recommendations concerning the election of appropriate Board members (with
relevant election procedures to follow). Other items of business may be brought
before this Meeting at the Board's discretion or by action of the membership at
the Meeting.
Section 3. Voting
A.
Quorum
Those individual members present at the Annual Meeting shall constitute a quorum.
B. Voting
Rights
1.
Except
where otherwise noted, a majority of those individual members present
(including any previously submitted votes as noted above) shall be sufficient
to reach decisions.
2.
All
Chapter Representatives present, or their designated alternates, will have one
chapter vote in the event that a matter calling for a chapter vote comes before
the Meeting.
ARTICLE VII
Publications
Section 1.
The official publication of the Society
shall be called the Journal of Theta Alpha Kappa. It will be published and
distributed regularly to selected (by Board action) individual members as 1) a
refereed journal, 2) a journal publishing the work of students and other
scholars of Religious Studies and Theology, and 3) a communication link to the
membership.
Section 2.
Additional publications may be authorized
by the Board of Directors.
ARTICLE VIII
National Finances
Section 1. Budget/Endowmen
A.
The Board of Directors shall approve an
annual budget and function solely within that framework. Any adjustments to
this will require the approval of the Executive Committee, with Board review of
such actions to occur at its next meeting, or of the Board itself.
B. An Endowment may be established,
the earnings from which would be used, at the Board's discretion, for the
encouragement and reward of excellence in student scholarship.
Section 2. Fiscal Year
The fiscal year of the Society shall be
determined by the Board of Directors.
Section 3. Dues/Fees
The Board will establish both the policy
and the procedures for collecting any individual or chapter dues—as well as
charter or induction fees—and the amounts attendant to each. These policies,
procedures and amounts will be published in separate documents approved by the
Board.
ARTICLE
IX
Parliamentary
Authority
The
rules contained in the current edition of Robert's Rules of Order Newly Revised
shall govern the Society in all cases to which they are applicable and in which
they are not inconsistent with this Constitution and any special rules of order
the Society may adopt.
ARTICLE X
Corporate Offices
While
for purposes of its incorporation in the State of New York the Society names
Manhattan College (Riverdale, New York) as its official "corporate
office" (and, in act, keeps archival records
there as well), the location of the national (working) office of TAK shall be
determined by the Board and may be moved from time to time.
ARTICLE
XI
Amendment
of the Constitution
This
Constitution may be amended in any one of the following ways:
Section 1.
An amendment approved by the Board of
Directors by majority vote may be adopted by the Annual Meeting by a two-thirds
vote, provided that the amendment has been submitted in writing to the chapters
at least 30 days before the meeting.
Section 2.
An amendment approved
by the Board of Directors by a two-thirds vote may be adopted by the Annual
Meeting by three-fourths vote without notice to chapters.
Section 3.
An amendment approved by the Board of
Directors by a two-thirds vote may be submitted to the chapters by mail ballot
to be acted upon by each chapter or representative thereof. Adoption shall be
by a two-thirds vote of those chapters returning ballots by a date clearly
specified on the mail ballot.
Section 4.
An amendment approved by the Board of
Directors by a majority vote and by the Annual Meeting by a two-thirds vote
without notice to chapters, may be submitted to the chapters by mail ballot to
be acted upon by each chapter or representative thereof. Adoption shall be by a
two-thirds vote of those chapters returning ballots by a date clearly specified
on the mail ballot.
ARTICLE
XII
Indemnification
The
Corporation is authorized to purchase insurance for the indemnification of all
directors and officers. No person who is now, or who later becomes, a director,
officer or member shall be personally liable for any covenants, stipulations,
promises, agreements and obligations of the Corporation, and no recourse under
or upon any covenants, obligations, stipulations, promises, and agreements
shall be had against any past, present or future director, officer or member,
and any and all creditors of the Corporation shall look only to the assets of
the Corporation for payment.
ARTICLE XII
Dissolution
Should
there be a vote or action to dissolve the organization, all remaining
assets—after necessary expenses -- shall be distributed to one or more
appropriate scholarly, professional, non-profit organizations qualifying under IRC
501(c)3—as determined by the Board of Directors or a
duly constituted Annual Meeting of the membership.
ARTICLE
XIV
Non-Inurement
Provision
No
part of the net earnings of the Corporation shall inure to the benefit of any
member, director or officer of the Corporation, or any private individual
(except that reasonable compensation may be paid for services rendered to or
for the Corporation), and no member, director or officer of the Corporation or
any private individual shall be entitled to share in the distribution of any of
the assets on dissolution of the Corporation.
ARTICLE XV
Restrictive Legislation Provision
No
substantial part of the activities of the Corporation shall be carrying on
propaganda, or otherwise attempting to influence legislation (except as
otherwise provided by Internal Revenue Code Section 501(h) or participating in,
or intervening in (including the publication or distribution of statements),
any political campaign on behalf of any candidate for public office.
ARTICLE XVI
Restrictive Purposes and Activities Provision
Notwithstanding any other provision of
this Constitution, the Corporation is organized exclusively for the purpose
specified in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, and shall not carry on any activities not permitted
to be carried on by an organization exempt from Federal income tax under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Approved
by the Board of Directors, November 24, 1996
Approved
by the member chapters, April 15, 1997
Effective
Date: January 1, 1998
Amendment
Dates: November 23, 1997
November
22, 1998. Change in Affiliation Statement (ART.II.2)
November
20, 2006. Change in officer rotation, and beginning date of term (Art V.D.3
Corrected edition, April 23, 2013