PROPOSED

BYLAWS OF THE SOCIETY FOR ADVANCEMENT OF MANAGEMENT

Below are the proposed revisions for the Society for Advancement of Management Bylaws that have been approved for the mandatory review and comment period outlined in the existing bylaws. This period will be open until June 5, 2021.  Anyone wishing to submit comments on the proposed changes may send them directly to the SAM Executive Director, Patrick Endicott, who will prepare the comments for review at the next scheduled meeting of the Board of Directors.

ARTICLE I: IDENTIFICATION

Section 1: Name

The name of the Society shall be the “Society for Advancement of Management” (SAM), hereinafter the Society.

Section 2: Office

The principle office of the Society shall be located at a place as determined by the Board of Directors, in compliance with the laws of the State of New York where the Society is incorporated.  The Society may also have offices at other locations designated by the Board of Directors.

ARTICLE II: NON-PROFIT PURPOSES

Section 1: Non-Profit Organization

The Society is organized exclusively for one of more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2: Non-Profit Purpose

Through research, discussion, publication, and other appropriate means to conduct and promote scientific study of the principles governing organized effort in industrial and economic life, including both labor and management; and to impart to the public information concerning said principles and their various applications for the general betterment of society, particularly by, but not limited to, elimination of unnecessary effort and unduly burdensome toil; and to receive, invest, reinvest and administer funds or other property exclusively for the above described scientific, educational and charitable purposes.

ARTICLE III: MEMBERSHIP

Section 1: Eligibility

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 make application and pay the appropriate dues specified by the Board of Directors.

Section 2: Levels

The Board of Directors shall have the authority to develop various levels of dues and membership to programs and services.

Section 3: Dues

A member shall pay the annual dues at the time and in the manner specified by the Board of Directors.

ARTICLE IV: CHAPTERS

Section 1: Chartering

The Board of Directors shall have the authority to organize and issue charters to groups of members, and the Board shall by resolution establish the size and other requirements for issuance of a charter.

Section A: Application

Applications for Charter shall include the proposed bylaws of the chapter, which shall be consistent with the governing documents of the Society.

Section B: Approval

The Board, or its designee, shall approve charter applications.

Section 2: Revocation of Charter

The Board shall have the authority to revoke a Chapter Charter.

Section A: Process

Chapter charters may be revoked by the approval of two-thirds vote of the Board if, according to the Societies findings, a Chapter is in non-compliance with any provision or obligations of the organization.

Section B: Residual Funds

Any residual funds remaining in the chapter treasury are to be forwarded to the Society.

Section C: Membership Impact

All members remaining within a dissolved chapter will become members-at-large.

Section D: Transfer of Authority

A chapter that ceases to exist must return or transfer ownership of in-force financial instruments within 90 days along with any funds, records, and other assets of the chapter.

ARTICLE V: Board of Directors

Section 1: Authority

Management and governance of the Society is vested in the Board of Directors. All powers and activities of the Society shall be exercised and managed by the Board of Directors directly, or, if delegated, under the ultimate direction of the Board.

Section A: Composition

The Board of Directors shall consist of the President, Vice President, Past President, Secretary, Treasurer and those elected directors deemed necessary to conduct the business of the Society. No more than thirty-three (33) voting members will comprise the Board of Directors.

Section B: Quorum

Seven (7) voting members of the Board of Directors shall constitute a quorum.

Section C: Eligibility

To maintain eligibility as a Director or Officer of the organization, an individual must maintain active membership within the Society.

Section 2: Duties

The Board of Directors is a strategic governing body, and its powers and duties include, but are not limited to;

Section A.

Determining programs and services.

Section B.

Developing strategic, business, membership, and marketing plans.

Section C.

Elect the executive officers of the organization.

Section D.

Establish standards and monitoring the performance of the Society.

Section E.

Approve policies and procedures for:

Section 1.

Managing contracts and obligations.

Section 2.

Reviewing revenues and expenditures.

Section 3.

Maintaining records and minutes of meetings.

Section 4.

Issuing chapter charters.

Section F.

Establishing membership categories and dues.

Section G.

Amending these Bylaws.

Section H.

The authority and responsibility to relieve an officer from their duties for malfeasance while in office.

Section 3: Meetings

The Board of Directors shall meet as many times per year as necessary to conduct the business of the Society.

Section A. Annual Meeting

One meeting annually will be designated as the annual meeting for the purposes of electing officers of the Society.

Section B. Minutes

Minutes of all meets shall be distributed to the Board of Directors and made available to the Chapters upon request.

Section C. Meeting Notice

Notice of a regular or special meeting of the Board of Directors may be given by mail with postage prepaid, courier, telephone, facsimile transmission or electronic transmission.

Section D. Waiver of Notice

Notice of regular or special meetings 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. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.

Section E. Telephone and Electronic Meetings

Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment so long as all of the following apply;

Section 1.

Each director participating in the meeting can communicate with all of the other directors concurrently;

Section 2.

Each director is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken;

Section 3.

Each person communicating by telephone, electronic video screen, or other communications equipment is entitled to participate in the meeting as a director, or by invitation of the board or otherwise, and all motions, votes, or other actions required to be made by a director are actually made by a director and not by someone who is not entitled to participate as a director.

Section F. Special Meetings

The Board of Directors shall convene for a Special Meeting when;

Section 1.

The President of the Society has determined a need for a meeting prior to the next scheduled Board Meeting.

Section 2.

Two thirds of the Executive Committee have determined a need for a meeting prior to the next scheduled Board Meeting.

Section 3.

Seven (7) voting members of the Board of Directors have determined a need for a meeting prior to the next scheduled Board Meeting.

Section 4.

Upon the determination that a Special Meeting is necessary, the President will call special meetings to order within twenty-one (21) days of the determination.

Section 4. Election of Directors

At the Annual Meeting, Directors are elected to fill positions on the Society Board of Directors.

Section A. Director Eligibility

To be eligible for election to the Board of Directors individuals must be registered members of the society and at least eighteen (18) years old.

Section B. Director Election Process

Election to the Board of Directors is by majority vote of the Board from either;

Section 1.

A slate provided by the Nominating Committee; or

Section 2.

A nomination from the floor by any five members of the Society at the Annual Meeting provided consent to serve is obtained from the nominee.

Section C. Election Class

The board of directors is divided into three election classes, representing one third of the total membership of the board.

Section 5. Terms

The terms of the members of the Board of Directors are determined according to the following provisions;

Section A. Director Term

Each director elected serves a three (3) year term.

Section B. Staggered Terms

Multiple-year terms are staggered in accordance with procedures established by the Board.

Section 6. Resignation, Removal, and Vacancies

Vacancies that occur within the Board of Directors are determined according to the following provisions;

Section A. Resignation

A member of the Board of Directors may resign from the Board by providing written notice to the President, or by indicating their desire to resign to any officer of the society or during any formal meeting of the board or its committees.

Section B. Removal

A director may only be removed by a two-thirds vote of the Board of Directors.

Section C. Vacancies

Vacancies in director positions on the Board are filled by appointment of the President for the remainder of the term of the director.

Section 1.

Appointed directors of the Society are non-voting members of the Board.

Section 2.

A director’s appointment may be ratified by the Board of Directors at any regular meeting and in doing so the director shall gain voting privileges for the remainder of their term.

Section 7. Manner of Acting

The act of a majority of the Directors present at a meeting, which there is a quorum, shall be enforced as an act of the board.

Section 8. Operational Leadership Compensation and Evaluation

The Board of Directors has the authority to set the compensation rate for the Operational Leaders of the organization and evaluate their performance annually.

Section 9. Emeritus Directors & Honorific Emeritus Status

The Board of Directors may elect, by three-fourths vote, to bestow Emeritus status for any retiring director or officer. Such person so appointed shall be entitled to receive notice of, and to attend all meetings of the Board, but shall not in fact be a director, shall not be entitled to vote, shall not be counted in determining a quorum of the Board and shall not have any of the duties or liabilities of a director under law. To be eligible for this honor, candidates must meet the following criteria.

Section A. Director Emeritus

In recognition of outstanding service to the Society, a director may be named Emeritus after serving no fewer than ten (10) years of service to the Society and have significantly contributed to the support and continuance of programs and initiatives.

Section B. Honorific Emeritus Status

The Board of Directors may, at its discretion, amend the title of Director Emeritus to include an honorific title representing the service of the retiring director or officer. These honorifics include, but are not limited to, President Emeritus and Chairman Emeritus.

ARTICLE VI: OFFICERS

Section 1. Society Executive Officers

The elected officers of the Society shall be the President, Vice President, Secretary, Treasurer. The Past-President is a non-elected officer who shall assume the office following their term as President.

Section 2. Election

At the designated Annual Meeting, the Board of Directors will elect the President, Vice President, Secretary and Treasurer of the Society. Election to an office is by majority vote of the board, present at the annual meeting or by mail ballot from either;

Section A.

A slate provided by the Nominating Committee; or

Section B.

A nomination from the floor by any five members of the Society at the Annual Meeting provided consent to serve is obtained from the nominee.

Section 3. Terms of Office

The following terms are set forth for the Executive Officers of the Society;

Section A. Duration of Term

Each officer serves a two (2) year term beginning on June 1, and serves until their successors are elected or installed.

Section B. Consecutive Terms

Each officer may be re-elected to the same position for a maximum of two (2) consecutive terms.

Section C. Concurrent Terms

No individual may hold more than one Executive Officer position.

Section D. Diversification Requirement

No two officers can have an existing professional relationship where one has direct supervisory authority over the other.

Section E. Presidential Succession

If the President does not run for re-election, runs for re-election and is not re-elected, or is ineligible to run for re-election, then the Vice President will succeed to the Presidency of the Society for a term of two years. In the event of the incapacity of the President to serve, the Vice President shall assume the Presidency and perform the duties of the President. The Vice President succession to the office of the President shall not be affected by their having assumed and performed the duties of the President during any portion of their term as Vice President.

Section 4. Authority and Duties

The authority and duties of each officer is as follows;

Section A. President

The President of the Society shall;

Section 1.

Preside at all meetings of the Board of Directors;

Section 2.

Appoint the chair and other members of all committees with Board approval, except the Nominating Committee.

Section 3.

Serve as the Chair of the Executive Committee.

Section 4.

Appoint members to fill any vacant terms to the Board of Directors.

Section 5.

Appoint directors to fill any vacant term of an officer of the Society, with the exception of the office of Vice President.

Section 6.

Provide overall leadership and of the affairs of the Society.

Section 7.

Sign contracts of the Society, except in those instances when they have designated in writing, such authority to another officer or agent of the Society.

Section B. Vice President & President-Elect

The Vice President of the Society shall;

Section 1.

Preside at all meetings of the Board of Directors in the absence of the President;

Section 2.

Serve as a member of the Executive Committee.

Section 3.

Perform other duties as prescribed by the Board or requested by the President.

Section 4.

Succeed to the Presidency of the Society at the conclusion of the current President’s term.

Section 5.

Be styled as President-Elect in society publications and announcements where the succession of the Vice President to the Presidency has been ascertained.

Section C. Secretary

The Secretary of the Society shall;

Section 1.

Maintain a record of attendance of all members of the Board of Directors at each meeting.

Section 2.

Take minutes of all Board meetings and distribute to members of the Board.

Section 3.

Serve as a member of the Executive Committee.

Section 4.

Perform other duties as prescribed by the Board or requested by the President.

Section D. Treasurer

The Tresurer of the Society shall;

Section 1.

Supervise the recording of revenues and expenditures of the society and make those records available to any director upon request.

Section 2.

Make payments for authorized expenditures in accordance to the policies and procedures of the society.

Section 3.

Serve as a member of the Executive Committee.

Section 4.

Serve as the chair of the Finance Committee.

Section 5.

Provide to the Board of Directors the results of a review conducted by an independent certified public accountant.

Section 6.

Perform other duties as prescribed by the Board or requested by the President.

Section E. Immediate Past-President

The Past-President of the Society shall;

Section 1.

Advise the President on matters of governance and act as a consultant for continuity of leadership.

Section 5. Additional Officers

To meet the obligations of the Society, the President may appoint additional non-executive officers and directors.

Section A. Non-Executive Officers

Non-Executive Officers are members of the society who are empowered by the President to lead society initiatives or programs.

Section 1.

Each Non-Executive Officer title shall reflect the initiative or program under their charge.

Section 2.

Non-Executive Officers are non-voting members of the board, with exception for those directors, duly elected and seated by the board with voting privileges.

Section B. Appointed Directors

Appointed directors are members of the society who have been empowered by the President to sit as a non-voting member on the Board of Directors.

Section 6. Resignation, Removal, and Vacancies

Vacancies that occur within the Executive Officers are determined according to the following provisions;

Section A. Resignation

An Officer may resign from their position by providing written notice to the President, or by indicating their desire to resign to any officer of the society or during any formal meeting of the board or its committees.

Section B. Removal

Any officer may be removed with or without cause by a two-thirds vote of the Board of Directors.

Section C. Vacancies

Vacancies in Executive Officer positions on the Board are filled by interim appointment of the President, with exception of the Vice President. Midterm vacancies in the office of Vice President are filled by a special election of the Board of Directors.

ARTICLE VII: COMMITTEES

Section 1. Establishment of Committees

The Board of Directors may by resolution create, as necessary committees to assist in the development and execution of the programs and services of the society.

Section A. Standing Committees

There shall be three standing committees.  They are the Executive Committee, Budget & Finance Committee, and the Strategy & Planning Committee.

Section B. Ad-Hoc Committees

The Board of Directors may designate and appoint one or more Ad-Hoc Committees, which shall consist of two or more directors, shall have and exercise the authority of the committee bestowed upon them by the Board.

Section C. Committee Limitations

The Board of Directors shall be prohibited from empowering any committee with the authority to:

Section 1.

Amend, alter or repeal these Bylaws;

Section 2.

Elect, appoint or remove any member of any other committee or any director or officer of the Society;

Section 3.

Amend the Articles of Incorporation;

Section 4.

Adopt a plan of merger or consolidation with any other organization;

Section 5.

Authorize the sale, lease, or exchange of all or substantially all of the property and assets of the organization not in the ordinary course of business;

Section 6.

Authorize the voluntary dissolution of the organization or revoke proceedings therefor;

Section 7.

Adopt a plan for the distribution of the assets of the corporation.

Section 2. Committee Quorum

A majority of the directors composing any committee shall constitute a quorum, unless a different quorum is specified by bylaw. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.  Any committee meeting of the board may be conducted in compliance with Article 5, Section 3, Sub-Section E.

Section 3. Executive Committee

The Executive Committee will exercise, so far as is permitted by law, all powers delegated to them by the Board of Directors for implementing the general policies of the Society not excluding those limitations of committees outlined within this Article.

Section A. Executive Committee Membership

The President, Vice President, Secretary, Treasurer, and Past President serve as voting members of the Executive Committee.

Section A.

Additional members of the Executive Committee may be appointed by the President, subject to approval from the Board of Directors.

Section B.

Once an appointment is ratified, any additional member will have full voting privileges on the Executive Committee.

Section B. Executive Committee Minutes

The Executive Committee shall keep minutes of its proceedings and shall submit those minutes within thirty (30) days to the Board of Directors.

Section C. Quorum

Two-thirds of the Committee Members must be present at any meeting of the Executive Committee to establish a quorum.

Section D. Manner of Acting

The act of a majority of the Executive Committee Members present at a meeting, which there is a quorum, shall be enforced as an act of the committee. Acts of the committee are immediately actionable provided they fall within the delegated authority provided by the Board of Directors.

Section 4. Finance Committee

The Finance Committee shall propose and monitor the annual budget of the Society and provide oversight regarding other financial matters as determined by the Board.

Section A. Finance Committee Membership

The Finance Committee is comprised of;

Section 1.

The Treasurer, who serves as the Committee Chair.

Section 2.

The President and the designated Operational Staff member who serve as ex-officio members of the committee.

Section 3.

Three directors, who do not serve as officers.

Section 4.

Any additional person appointed by the President whose appointment is ratified by the Board.

Section 5. Strategy & Planning Committee

The Strategy & Planning Committee attracts, nominates, orients, organizes, motivates, and assess the performance of directors; recommends to the board a slate of officers in odd numbered years to be voted upon at the Annual Meeting; supervises the strategic planning initiatives of the organization; and ensures the continuing ability of the Board to exercise its responsibilities at the highest level of excellence.

Section A. Strategy & Planning Committee Membership

The Board of Directors establishes the Strategy & Planning Committee Membership and all members of the Strategy & Planning Committee must be members of the Society.

Section B. Strategy & Planning Committee Leadership

The Immediate Past President serves as the chair of the Nominating Committee unless, that officer has decided to run for election as an officer or is no longer involved with the organization.

Section C. Strategy & Planning Committee Charge

The Board of Directors will approve the charge, responsibilities, and general duties of the Strategy & Planning Committee.

ARTICLE VIII: GENERAL OPERATING GUIDANCE

Section 1. Establishment of 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.

Section 2. 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 3. Prohibited Activities

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 within the Articles of Incorporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society 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 articles, the Society 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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code

Section 4. Dissolution or Liquidation

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE IX: CONFLICT OF INTEREST

Section 1: Policy

The Society shall adopt and review as necessary or required, a comprehensive Conflict of Interest policy that governs the conduct of all parties when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction.

ARTICLE X: AMENDMENTS

Section 1: Amendment Procedure

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;

Section A.

The proposed amendment shall have been considered at a previous meeting of the Board or Directors, or

Section B.

The proposed amendment has been published in a circular developed specifically for that purpose, or

Section C.

The proposed amendment is published in a general forum of the society available to all members at least thirty (30) days prior to the meeting of the Board of Directors at which the final vote on the amendment is taken.

Proposed for Revision and Approved for Posting May 4, 2021

BYLAWS OF THE SOCIETY FOR ADVANCEMENT OF MANAGEMENT

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 of 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 members, and the Board shall by resolution establish the size and other requirements for issuance of a charter.

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 President, President-Elect, Past President, Secretary, 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.

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 President-Elect 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, President-Elect, Secretary, Treasurer, and those vice presidents and directors deemed necessary to conduct the business of the Society. Each shall be elected for a term of two years. The Past-President is a non-elected officer who shall assume the office following their term as President. Elections for the elected officers shall be held in odd numbered years. Each officer shall serve a two-year term, beginning May 1, or until their successors are elected or installed.

The President, President-Elect, and Treasurer may each succeed himself or herself in a two-year term of office once. The Secretary may succeed himself or herself in a two-year term of office twice.

If the President does not run for re-election, runs for re-election and is not re-elected, or is ineligible to run for re-election, then the President-Elect will succeed to the Presidency of the Society for a term of two years. In the event of the incapacity of the President to serve, the President-Elect shall assume the Presidency and perform the duties of the President. The President-Elect’s succession to the office of the President shall not be affected by their having assumed and performed the duties of the President during any portion of their term as President-Elect.

In the event of a vacancy in the office of President-Elect, the Board of Directors shall elect a new President-Elect to fulfill the remainder of the vacant term.

The President shall be responsible for overall leadership and administration of the affairs of the Society; and shall chair the Board of Directors. The President shall sign all contracts on behalf of the Society, except in those instances when he or she has designated in writing, such authority to another officer or agent of the Society.

The limits on terms in elective office established by this Section of Article X shall not consider, when computing the term limitation, any time in office served by an officer elected before April 1, 2019.

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.

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 30, 2019