ARTICLE I: GENERAL

Section 1: EARNINGS

No part of the net earnings of the Corporation shall inure to the benefit of any individual. The Corporation shall, however, be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

Section 2: ACTIVITIES

No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activity 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 provision of any future United States Internal Revenue Law) and (b) by a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 3: DISSOLUTION OR LIQUIDATION

In the event of the dissolution or final liquidation of the Corporation, none of the property of the Corporation nor any proceeds thereof shall be distributed to or divided among any of the members, officers or Trustees of the Corporation or inure to the benefit of any individual.

After all liabilities and obligations of the Corporation have been paid, satisfied and discharged, or adequate provision made therefor, all remaining property and assets of the Corporation shall be distributed to one or more organizations designated (i) pursuant to a plan of distribution adopted as provided for under the laws of the State of New York or (ii) if there be no appropriate plan of distribution, as a court may direct, provided however, that such property shall be distributed only to such organizations which shall comply with all of the following conditions (a) Such organization shall be organized and operated exclusively for benevolent, charitable, scientific, research or educational purposes, (b) transfers of property to such organizations shall, to the extent then permitted under the statutes of the United States, be exempt from Federal gift, succession, inheritance, estate or death taxes (by whatever name called), and (c), such organization shall be exempt from federal income taxes by reason of Section 501 (c) (3) of the

Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law).

Section 4: DISTRIBUTION OF INCOME

During any period the Corporation is classified as a “private foundation” under the Internal Revenue Code of 1954, the income of the Corporation for each taxable year shall be distributed at such a time and in such manner as not to subject the Corporation to tax under Section 4942 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).

Section 5: SELF-DEALING

During any period the Corporation is classified as a “private foundation” under the Internal Revenue Code of 1954, the Corporation shall not engage in any act of “self-dealing” as defined in Section 4949(d) of the Internal Revenue Code of 1954 (or the Corresponding provision of any future United States Internal Revenue Law).

Section 6: EXCESS BUSINESS HOLDINGS

During any period the Corporation is classified as a “private foundation” under the Internal Revenue Code of 1954, the Corporation shall not acquire or retain any “excess business holdings” as defined in Section 4943(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 7: PROHIBITED INVESTMENTS

During any period the Corporation is classified as a “private foundation” under the Internal Revenue Code of 1954, the Corporation shall make no investments in such a manner as to subject the Corporation to tax under Section 4944 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 8: PROHIBITED EXPENDITURES

During any period the Corporation is classified as a “private foundation” under the Internal Revenue Code of 1954, the Corporation shall make no expenditures which would subject it to tax under Section 4945 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

ARTICLE II: OFFICES

The Corporation shall have and continuously maintain in New York a registered office and a registered agent, whose office is identical with such registered office, and may have other offices within or without New York, as the Board of Directors may from time to time determine.

ARTICLE III: MEMBERSHIP

Membership in the Society shall be available to any who are interested in furthering the profession of management and/or improving their own membership skills. They need only to make application and pay the appropriate dues specified by the Board of Directors. Various levels of dues may be developed by the Board to address what it considers to be special circumstances for particular groups.

ARTICLE IV: ANNUAL DUES

A member shall pay the annual dues at the time and in the manner specified by the International Board of Directors. The Board is authorized to develop differing dues structures as deemed appropriate for the circumstances. These may include, but are not limited to: college students, recent college graduates, college professors, retired members, life members, and corporate members.

ARTICLE V: SPECIAL INTEREST GROUPS

The Society from time to time may establish divisions for special interest management groups. The Board of Directors is authorized to determine the appropriate amounts of dues for these special interest groups to develop through the Executive Committee appropriate means of recognizing such groups within the organization.

ARTICLE VI: AWARDS

The Board of Directors of the Society may establish special awards.

ARTICLE VII: CHAPTERS

Section 1: GENERAL CHAPTERS

Organization. The Board of Directors shall have the authority to organize and issue charters to groups of 15 or more members.

Constitution and Bylaws. Each Chapter shall adopt a Constitution and Bylaws consistent with the Constitution and Bylaws of the Society.

Revocation of Charter. The Board of Directors can revoke a Chapter Charter for failure to follow guidelines of the Society. Any residual funds remaining in the chapter treasury are to be refunded to the International Office. The members remaining will become members-at-large. (A chapter that ceases to exist must return or transfer ownership or in-force financial instruments within 90 days of the closing of the chapter, to the International Office along with any funds, records, and other assets of the chapter).

Section 2: CAMPUS CHAPTERS

The Board of Directors shall have the authority to organize and issue charters to campus chapters. The campus chapters should adopt a Constitution and Bylaws consistent with a typical one supplied by the International Office. Each chapter as a governing body should then select the faculty advisors.

The campus division mission is to assist in furthering the practice of professional management through the interaction of students, faculty and operating managers. The members of the Campus Chapter administer the activities of the Campus Chapter with a member of the faculty acting in an advisory capacity.

ARTICLE VIII: BOARD OF DIRECTORS

Section 1: COMPOSITION

The Board of Directors shall consist of no more than thirty-three (33) voting members.

The Board of Directors shall consist of the immediate past president of the Society, the incumbent President of the Society, the Vice President for Administration, the Secretary, the Treasurer, and those elected vice presidents and directors deemed necessary to conduct the business of the Society. Appointed vice presidents and directors of the Society are non-voting members of the Board of Directors.

Three (3) elected Collegiate Vice Presidents will serve among the voting members of the Board of Directors.

No individual may hold more than one office represented on the Board of Directors.

Section 2: DUTIES AND RESPONSIBILITIES

The Board of Directors may initiate and approve the general policies of the Society consistent with the Constitution and Bylaws.

The Board of Directors will give guidance and direction to the Executive Committee and Officers, and has the authority and the responsibility to relieve an Officer from his duties because of malfeasance in office.

Seven voting members of the Board of Directors shall constitute a quorum. All questions brought before a Board Meeting shall be decided by a majority of the voting members present except as specified in Articles X and XII. Proxy Votes will not be permitted.

The Vice President for Administration assists the President as requested in the planning and execution of the programs of the Society. The Immediate Past President is responsible for the duties of the President in the latter’s absence or incapacity.

The other elected officers shall perform the duties as indicated by their position descriptions.

Section 3: MEETINGS

The Board of Directors shall meet as many times per year as necessary to conduct the business of the Society. One meeting shall be designated as the annual meeting for the election of the Officers. Minutes of these meetings shall be distributed to the Board of Directors and made available to the Chapters upon request.

Notice of a regular or special meeting of the Board of Directors may be given by mail postage prepaid, courier, telephone, facsimile transmission or electronic transmission.  Notice of a regular or a special meeting of the Board of Directors need not be given to any Director who submits a waiver of notice, whether before or after the meeting.  Such waiver of notice may be written or electronic.

Any one or more members of the Board of Directors or of any committee thereof who is not physically present at a meeting of the Board of Directors or a committee may participate by means of a conference telephone or similar communications equipment or by electronic video screen communication. Participation by such means shall constitute presence in person at the meeting as long as all persons participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Board of Directors, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Board of Directors or committee.

Section 4: EXECUTIVE COMMITTEE

With the approval of the Board of Directors, the President shall designate an Executive Committee of three or more officers, one of whom shall be himself, as chairman. The Board may delegate to the Executive Committee authority to exercise, so far as is permitted by law, certain powers of the Board of Directors for implementing the general policies of the Society.

Meeting of the Executive Committee may be conducted by employing technological means. A majority of the Executive Committee shall constitute a quorum. All questions shall be decided by a majority of the voting members participating in the meeting.

The Executive Committee shall keep minutes of its proceedings and shall submit same to the Board of Directors at the next meeting of the Board. Within 30 days of the Executive Committee meeting the minutes of this meeting will be distributed to the members of the Board of Directors.

ARTICLE IX: INTERNATIONAL ADVISORY COUNCIL

The President may appoint a council of an advisory nature from either within or outside the Society.

ARTICLE X: OFFICERS

Section 1: ELECTION AND TERM OF OFFICE

The elected Officers of the Society shall be the President, the Vice President for Administration, the Secretary, the Treasurer, and those vice presidents and directors deemed necessary to conduct the business of the Society. Officers will serve, whenever possible, for a term of one year, beginning each May 1, or until their successors are elected or installed. The President shall be the Chief Executive and Operating Officer and is responsible for administering the affairs of the Society. The President is the only individual authorized to sign on behalf of the Society unless he specifically designates otherwise in writing.

Section 2: APPOINTED OFFICERS

The President may appoint vice-presidents, directors, and other subordinate officers. These officers shall perform those duties designated by the President for their offices.

Section 3: NOMINATIONS

Nominating Committee. The officers of the Society will be elected by the Board of Directors at the annual meeting from nominations made as follows:

1) A Nominating Committee consisting of at least three members appointed by the Board.
2) A floor nomination by any five members of the Society at the annual meeting. A consent to serve must be obtained from each nominee.

Publication. The Headquarters Staff shall publish such committee nominations in a circular developed specifically for that purpose or any general publication of the Society sent to all members at least 30 days prior to the next annual meeting of the Society.

Election. The election of officers shall be determined by a majority vote of the Board of Directors, voting in person at the annual meeting or by mail ballot.

Section 4: NOMINATION AND ELECTION FOR COLLEGIATE VICE PRESIDENTS

Nomination for the three (3) positions of the Collegiate Vice Presidents will be taken from the floor at a specified student function during the International Conference. Nominees must be present and consent to stand for election. Those students registered for and attending the International Conference may cast in person one vote for each of three candidates during the election. Nominees with the three highest vote totals will be elected Collegiate Vice Presidents for a term of one year, but only one Collegiate Vice President may be elected from any one campus chapter.

ARTICLE XI: FISCAL YEAR

The fiscal year of the Society shall begin on the first day of July in each year and shall end on the thirtieth day of the following June.

ARTICLE XII: AMENDMENTS

These Bylaws may be amended by a majority of the Board of Directors voting in person or by mail at an annual or other meeting of the Board, provided the proposed amendment shall have been considered at a previous meeting of the Board of Directors and shall have been published in a circular developed specifically for that purpose or any general publication of the Society and sent to all members at least 30 days prior to the meeting of the Board of Directors at which final vote on the amendment is taken.

Last amended April 7, 2016