Overview

Function of Ordinances  |  Quorum  |  The Role of Committees  |  What is an Inactive Brother?  |  Updating and Using Your Ordinances  |  Proxy Voting  |  The Why of Legislation |  Call for Constitution and By-Law Amendments  |  Signing Contracts and Tax Exemption

How well do you know the laws that govern your membership in Kappa Psi? Whether you belong to state or national societies/associations or you look at the organization where you work, constitutions, by-laws, ordinances, and policies are common place in our society. Working with them in Kappa Psi will better prepare you for what you face in practice.

Bylaws and ordinances are the written rules that guide the internal affairs of an organization. Bylaws generally define things like a group's official name, purpose, requirements for membership, officers' titles and responsibilities, how offices are to be assigned, how meetings should be conducted, and how often meetings are held. They are essential in helping an organization map out its purpose and the practical day-to-day details of how it goes about its business. Bylaws serve as the legal guidelines of an organization, and it can be challenged in court for its actions if it violates them. Bylaws are sometimes mistakenly called standard operating procedures or policies and procedures, but those are different things, as they tend to govern day-to-day operations and do not have the force of law like bylaws.

Within the structure of Kappa Psi, we have three levels of legislation that are important to understand. Our overarching guide is our Constitution which lays out the basic structure of the Fraternity. Underneath that are the By-Laws including the Uniform Province, Collegiate and Graduate Chapter By-Laws, these have specifics regarding general operations of the Fraternity at the national, province and chapter levels respectively. Third are the local ordinances, which are created by the provinces and chapters, that detail structure and processes specific at that level of organization. The Uniform Province, Collegiate and Graduate Chapter By-laws are an overarching guide for the structure you should impart at that respective level. Your ordinances are meant to supplement, not replace them. Therefore, you should only include Chapter or Province specific additions that help differentiate your preferences for conducting business and requirements of your Brothers. Extensive detail, as noted above, guides day-to-day operations and is better put into Chapter or Province policy. This will allow you to keep your ordinances short, concise and meaningful.

As an organization, you don't want to have to change your ordinances every few months because you impart too much detail. The ideal timeline for ordinance changes is, at most, annually, but no less than every few years. When the time comes to review your ordinances, keep in mind their intent. Use them, in their simplest form, to ensure the rights of your Chapter or Province membership, conduct business in a fair and efficient manner, and to help you understand how Kappa Psi is giving you opportunities to make you a better professional.

Quorum

Robert’s Rules of Order defines quorum as the number of members required to be present in order for business to be validly transacted. It is important to note that this only refers to those present, not the number actually voting on a particular question. The Constitution & By-Laws of the Fraternity discuss quorum in six important situations. These areas include quorum at Grand Council Conventions, International Executive Committee meetings, Collegiate Chapter meetings (quorums for election meetings and other business meetings), Graduate Chapter meetings and Province meetings. It is important to understand that Chapters and Provinces may elect to increase their quorum requirements, but can not decrease the number as that would be a conflict with the superior enactments of the Fraternity (much like state versus federal law where you can be more restrictive, but cannot be more permissive).

The Graduate Chapter has a lower required quorum at 1/5th of members. This is lower than what you typically see as some Graduate Chapters may have a very large roster and may also have several Brothers who do not live in the immediate area. Quorum can be potentially problematic for those who offer “lifetime memberships,” or who collect several years’ worth of dues at one time, because when those members don’t show up, quorum is more difficult to obtain. Therefore this lower number helps the Graduate Chapters more easily reach quorum to conduct business. However, per Robert’s Rules of Order, if a Graduate Chapter writes electronic meetings into their ordinances, they are permitted to have phone or videoconferencing meetings which may also allow them to reach quorum. Even this can be difficult to meet for some of the more established Graduate Chapters who may have upwards of 100+ members on their roster, so it is important for Chapters to include requirements for good standing within their membership requirements (Ordinance 2). Graduate Chapters can include provisions such as past meeting attendance, involvement with social or philanthropic events, etc in order to define good standing and thus more easily meet quorum. On the flip side of this, a Graduate Chapter may consider a minimum whole number for quorum. For example, if there are only 10 members in the Chapter, a quorum would technically be 2 members, and a group may not want only 2 members deciding the business. This is not required, but something to consider if the desire of the Chapter is to ensure decisions are made by a larger group.

The Collegiate Chapter section is more complicated since it differentiates the quorum for election meetings versus other business. APPE students may be excluded from quorum if written into their ordinances as it is not automatic. The requirement for standard meetings is 1/2 of all active members in good-standing with the Chapter and the quorum for election meetings is 2/3 of the same constituents. The reason for this higher requirement is the importance of the business being conducted and you want to have a larger group making decisions that can greatly impact the course of the Chapter (officer elections). It is for this reason that Chapters should write into their ordinances the requirements of membership in Ordinance 2. In addition to being in arrears for payment, many Chapters include attendance minimums at meetings or other Chapter events to ensure that Brothers who are routinely missing meetings do not negatively affect the ability to reach quorum. Any language should also include stipulations for regaining good standing such as fine (Ordinance 10 for arrears and fines) or time-frame.

Another issue I wanted to highlight is the Election of Members which applies to both Collegiate Chapters and new members initiated through Graduate Chapters. I have received many general and ordinance questions related to this point. It is important to note that the language in By-Law III, Section 2 of both Uniform By-Laws has no discussion of quorum. The language says “at no time may a person be elected to membership without having received an affirmative vote from at least three fourths (3/4) of the Membership eligible to vote.” This means that any pledge is required to receive 3/4 affirmative of the total Chapter membership in good-standing. If we think about the implications of this vote, we are making someone a member for LIFE and thus a larger group of people should be involved in this decision. Since this is not related to quorum, APPE students cannot be excluded from this vote. Therefore Chapters have to find ways to ensure they are involved in this decision (provided in good-standing).

There are many ways to assist in improving quorum and reaching the numbers needed to conduct business. I encourage Chapters and Provinces to create forums to discuss these issues. This is an ideal task for Parliamentarians in assisting their provinces. Some Chapters have provisions allowing electronic voting, videoconferencing, etc. 

Updating Ordinances

In preparation for updates and reviews, it is important to reference Uniform Collegiate Chapter By-Law XVI, Section 2 (same section in the Graduate By-Laws and Province By-Law XIII, Sec 1) that states “Any amendments to these By-Laws shall be in the form of Local Chapter Ordinances to be a part of By-Law XVII. All Local Chapter Ordinances shall be subordinate to and consistent with these By-Laws and the Constitution and By-Laws of the Fraternity. Organization of Local Chapter Ordinances shall be such that the Arabic numeral of each Ordinance shall indicate content corresponding to and in modification of the numerically equivalent Roman numeral By-Law. Local Chapter Ordinances may consist of more than one (1) section, in which case, the order of sequence shall be similar to the order of sequence in the respectively modified By-Law.” This is important to understand because it defines local ordinances as additions to the Uniform By-Laws, not replacements of those By-Laws (i.e. By-Law XVII would be the ordinances). In addition, the organization, numbering and content of the ordinances should be similar to those of the corresponding By-Law sections. Some examples are provided below (answers can be found at the end of the document), try pulling up the Uniform Collegiate Chapter By-Laws.

Examples

1. Let us say you want to add a stipulation that in order to be elected to the office of Regent, a candidate must be a member of the Fraternity for one full year. Where would you add this?
2. Now imagine the Chapter wishes to organize a winter formal every year under guidance of the Social committee. Where would you add this?
3. What happens if the Chapter wishes to add a standing Pledge committee, but that isn’t included in the Uniform Collegiate Chapter By-Laws?
4. Lastly, the Chapter is having difficulty meeting quorum and they want to exclude APPE students from quorum requirements per the new amendment passed at the 56th GCC. How do they go about it?

The reason this is important is because it can aid Chapters & Provinces in the interpretation of the Constitution & By-Laws as well as their own ordinance. I often recommend that Chapters keep a copy of their respective Uniform By-Laws (Collegiate, Graduate or Province) with a copy of their local ordinances. When a Sergeant-at-Arms or Parliamentarian is requested to tender an opinion on an action of the Chapter or Province, they should first refer to the Uniform By-Laws, then refer to their local ordinances for Chapter/Province specifics that may apply only to that group. It is up to your International Legislative committee to determine if any local ordinance changes are in conflict with superior enactments of the Fraternity as a whole, but once your ordinances are approved, you should consider them in effect. In addition, this helps assist the National Legislative Committee in their review of the ordinances. We try to look at each submitted ordinance for correct formatting, ensure that each addition corresponds to the respective By-Law and section in the Uniform By-Laws, and finally ensure that the amendments align with the Constitution or provisions provided by Robert’s Rules of Order Newly Revised.

The primary purpose of this installment is to highlight the importance of ordinance vigilance, how best to draft them (in terms of both form & function) as well as how to assist in interpretation. For any chapter who hasn’t updated in more than 5 years, it is advised to start a new set of ordinances from scratch. Please reach out to the Grand Counselor with questions.

Exercise Answers

1. Answer: Since By-Law V, Section 1 outlines the qualifications of officers, the Chapter would include this language in the corresponding Ordinance 5, Section 1.
2. Answer: Since By-Law VII, Section 5, Sub-Sec F outlines the duties of the Social Committee, the Chapter would include this language in corresponding Ordinance 7, Section 5, Sub-Section F.
3. Answer: The Chapter has every right to add additional committees as they see fit, however they need to include it in their ordinances. By-Law VII, section 2 outlines the additional committees (outside of those required per the Uniform By-Laws), the Chapter should include the name of said committee in Ordinance 7, section 2. Then, you should include the duties of said committee as well in the sub-sections. Since the sub-section does not yet exist for this new committee, the Chapter should add a new sub-section (Sub-Section N, etc) and outline the duties of this new committee there.
4. Answer: Chapter additions related to quorum should be laid out in Ordinance 14, section 1 since By-Law XIV, section 1 covers those details.

Inactive Brothers

With rosters being submitted to the Central Office with “inactive” as the reason for being crossed off the roster, it is important to define what is an “inactive” Brother. The simple answer: There is no such thing as an “inactive” Brother.

This issue is clearly addressed By-Law I, Section 4 of the Constitution & By-Laws which states

“There shall be no inactive status for members enrolled and attending classes in a School or College of Pharmacy in which a Chapter is chartered and active. Each Chapter is responsible for the reporting and paying of Grand Council Dues to The Central Office for all Members enrolled in the School or College in which the Chapter is chartered.”

Therefore it is important for Chapters to understand that if a member doesn’t pay their dues, the Chapter is still responsible for paying for them. If the Chapter doesn’t want to be financially responsible for Brothers who don’t contribute, the only option is to expel the Brother, which is permitted under By-Law III, Section 1 which specifically lists refusal to pay dues as grounds for expulsion.

When faced with this option, many Brothers have asked how this works with the concept of “Membership for life.” The answer is in By-Law I, Section 3 stating that “membership shall continue for life, except in the case of expulsion.” Once a Brother is expelled from the Fraternity, there is no return. Many have said that this seems to be too harsh of a punishment for not paying dues, but that is where the Chapter must make the decision on what is best for the Chapter and the Fraternity. Is this person going to be active later if they aren’t contributing now? Is this the only sign that they are not going to be an active member? Is this person just in a tough situation in their life and the Chapter wants to step up to help them through this time period. This is the reason that only the Chapter can make this decision because it has the full story and it will be the one that owes the money if the individual doesn’t pay.

Based on the decision of the Chapter, there are two paths the Chapter can take. Chapters have the ability to set up payment plans for those in more difficult financial situations. This language would be ideally included in Ordinance 11, Section 4 of the Chapter’s local ordinances. The other option would be to proceed to a disciplinary trial. The Executive Committee recently approved a guidance document (this is not policy, just a ‘how to’) on the best way to conduct a trial and all the steps that must be completed. This has been attached to this post for your use.

It is important to note that this does not apply to those who may take a year off of school or drop out of the school or college since they are technically “not enrolled” and thus can be removed from the Chapter roster after proper notification is sent to the Central Office. It is important that if those students return, they be added back on to the roster upon re-enrollment. 

Role of Committees

The first question is, “What are the required committees?” At the Collegiate Chapter Level, this is defined in Uniform Collegiate Chapter By-Law VII, Sec 1 which reads, “The Chapter shall have the following standing committees; Executive, Judiciary, Legislative, Scholarship, Graduate Relations, Social and Risk Management.” At the Graduate Level, it’s covered in the same section of the Graduate Chapter By-Laws, but only includes Executive, Judiciary, Legislative and Risk Management. Uniform Province By-Law VII, Sec 1 covers it for Provinces and that includes Executive, Legislative, Auditing and Province Assembly Planning. Therefore, if you have any additional committees (including those listed in section 2 of the respective committees) you are eligible to get extra points on your Chapter Progress Report. Some of the common committees other Chapters have include Rush, Pledge, Fundraising, Philanthropy or other committees dedicated to a large function the Chapter hosts each year. The duties of many of these committees are already covered in the Uniform By-Laws, but if a Chapter or Province wishes to add or modify the duties of a committee, they should do so in the various sub-sections of By-Law VII, Section 5 or add additional sub-sections if that committee is specific to the Chapter or Province. Some Chapters may rename or combine some of these committees in order to meet their own needs and this may be appropriate, but it is important that the duties of each required committee are covered.

There are some basic operating principles of the Committees that are also covered within the Uniform By-Laws. Sections 6 and 7 of By-Law VII outline some of the things all Chapter Committees should be doing, such as meeting at least once a month (or at the call of the Chair for Grad Chapters), recording minutes of all committee meetings to be kept on file, and reporting its activities at all regular Chapter meetings. The Executive committee is the only committee that has the authority to approve events or funding outside of Chapter meetings, however all actions of this committee are subject to review and approval of the Chapter. Outside of the Executive Committee, it is important to understand what is written in Section 7 which states “No program or activity developed by any Committee may commence until such program or activity has been approved and adopted by the Chapter.” This is especially important if such activities are “required attendance” or have a financial burden associated with them. The Chapter should have the authority to deem whether those things are truly in the best interest of the Chapter.

Focusing on the Judiciary Committee specifically, it is important to note, as the By-Laws state that,

“The committee has no power to adjudge the guilt of any Member, nor can it determine the punishment.”

The judiciary committee’s primary role is to review any charges placed before it for their validity and can recommend a course of action, including punishment, but any recommendations from this committee must be approved by the Chapter. The standard procedure for discipline, should the Judiciary Committee sustain the charges filed, is outlined in By-Law III of the Uniform By-Laws of the Fraternity.

Proxy Voting

At the Chapter level, you are conducting a standard deliberative assembly of voting “individuals” with their own inherit rights, opinions and decisions. At the Province & International levels you have a deliberative assembly of delegates in a “convention” setting. In this setting, Robert’s Rules of Order Newly Revised 11th edition (RONR) defines voting membership in a convention as either

1. An accredited delegate elected by its constituent body
2. The president of each constituent local unit
3. An incumbent officer of the organization at the level of which the convention is held (i.e. province officer at province, Grand Officer at GCC, etc)
4. An accredited alternate delegate

You will noticed that in By-Law V of the Uniform By-Laws, it states

“No votes other than those of the Chapters or Provinces may be assigned by proxy,”

and also states that proxy may not be given to

“members of the Executive Committee, Advisory Committee, Editor of the Mask or GCC Chairman.”

The general concept here is that “individuals” who already have a vote may not transfer their votes via proxy, nor accept proxy because they are being required to vote based on their role as an individual. Chapters, on the other hand, do currently hold the right to delegate the Chapter’s votes via proxy as they select an individual to represent them and since it is permitted in our Constitution and By-Laws. Neither the Uniform Collegiate, nor the Uniform Graduate Chapter By-Laws currently permit proxy voting at that level.

When we look at the Constitution & By-laws and it doesn’t provide a direct answer, we must then look at our sanctioned Parliamentary Authority, Roberts Rules of Order Newly Revised (cited in all three levels of the By-Laws). Sometimes RONR provides an answer that the Constitution may not, in this case it states

“Proxy voting is not permitted in ordinary deliberative assemblies unless expressly stated in the Constitution or By-laws.”

Therefore, proxy voting is not allowed at the Chapter level, since not stated in the By-Laws, and in general, per RONR,

“proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal and nontransferable.”

Two other major parliamentary authorities (Sturgis’ Standard Code of Parliamentary Procedure, 4th Edition and Demeter’s Manual of Parliamentary Law & Procedure) also address the concept of proxy voting. Sturgis states

“the use of proxies in organizations in which all members have an equal vote is ill advised and is never permissible unless specifically authorized by the By-Laws of the organization.”

Demeter states

“voting by proxy is not permitted and is not valid in ordinary assemblies (fraternal orders, etc) unless the organization’s charter expressly authorizes it.”

Demeter goes on to talk about an “alternate” as a certified replacement which also has the right to debate and participate in proceedings versus the proxy which only holds voting power. This highlights a common issue with proxy voting and why all three references suggest proxy voting is “incompatible” with the essential characteristics of a deliberative assembly. If a proxy vote is given, is that proxy required to vote exactly as the person giving proxy demands they vote or does the proxy have the right to vote how they planned to vote themselves? If something changes during deliberations in context of the vote, would that change the mind of the person providing proxy? If the vote is a voice vote, how do you accurately reflect a person carrying 10 votes versus one carry 1 vote? Do they yell louder? These are all questions that are not well defined in parliamentary procedure and explain the basis of why proxy voting is not recommended in these references. At this point, we are simply raising those questions, but that is why the proxy task force exists, to determine if this is right for Kappa Psi. 

Parliamentary Procedure

Contracts and Taxes

As some of you know, Kappa Psi is a non-profit organization, specifically falling under 501(c)(7) status or “social clubs.” According to the IRS there are several different types of non-profit organizations as defined by the 501(c)(x) number. When reviewing the various 501(c) classifications, it would appear that we could also fall under 501(c)(10), domestic Fraternal societies. However, as is proven in case law by the case Zeta Beta Tau Fraternity vs Commissioner, national college fraternities (which we are) are explicitly excluded from 501(c)(10) due to treasury regulations. Therefore, we stand as a 501(c)(7) organization, but what does that mean? Unfortunately, 501(c)(7) exemption really doesn’t get us much as an organization, it only exempts us from paying income tax on regular income (such as dues, fees, etc), but not much else. Strictly as a 501(c)(7), we are not exempt from state sales tax, nor are donations to Chapters tax deductible (Note: this is different from the Foundation, which is a separate 501(c)(3) entity and donations are tax deductible). Chapters are welcome to investigate how they may apply their 501(c)(7) status within their own states by contacting the state comptroller’s office, but this is up to the individual chapters. Most states make no concessions for sales tax for 501(c)(7), but if your Chapter has been successful in your state, please share with the Central Office so we can assist other Chapters.

Many Chapters have entered into various contracts with regards to booking rooms or catering for social events, hotels for province, etc. In some cases, contracts provide concessions to non-profit organizations, so always be sure to ask about these and discuss this with your school’s business office as you may be able to get benefits through your association with your School/ College of Pharmacy. In addition to tax issues related to contracts, understanding the implications of a contract is also important. Per By-Law VII, Section 9, the Grand Counselor should

“be consulted by Chapters and Provinces in all legal matters including…contracts and legal documents.”

Although this doesn’t happen as often as it should, it is important that a Chapter never sign any legal document without review of, at least with their GCD and one other person (i.e. faculty advisor if your GCD is not on faculty) with experience dealing with contracts. There are many things you want to pay particular attention to when you sign a contract. Some things to watch out for are hidden fees and whether taxes or service charges are included in the original estimate. The other things that may come up for site venues or hotel contracts include having to pay extra for insurance or being required to provide your own, minimum food and beverage purchases that may incur a surcharge if you do not meet them and whether the hosting party will be responsible for paying unbooked rooms.