Society for Advancement of Management
BYLAWS OF THE SOCIETY FOR ADVANCEMENT OF MANAGEMENT
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.