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MFS By-Laws

MULTINATIONAL FINANCE SOCIETY BY-LAWS
(As Adopted: June 15, 1995)


ARTICLE I: AUTHORIZATION AND APPLICATION

These By-Laws pertain to the structure and operation of the Multinational Finance Society, henceforth called the "Society". The Constitution of the Society is the organic instrument under the terms of which these By-Laws are authorized.


ARTICLE II: PURPOSE

The purpose of the Society is to disseminate and to promote financial knowledge, philosophies, techniques, and research findings pertaining to industrialized and developing countries among members of the international academic and business communities.


ARTICLE III: MEMBERSHIP

Section 1: Full membership - This class is open to faculty members of higher learning institutions involved in teaching or research in the area of finance or related areas, officers of financial institutions and organizations, financial officers of other professional organizations, and others interested in multinational finance and the objectives of the Society, including doctoral students.

Section 2: Organizational Sponsorship - This designation shall be available to any organization that wishes to sponsor the membership of one or more of its financial officers. Each such sponsoring organization shall be entitled to designate as its voting representative one individual. Notice of the name of the individual so designated must be given by the organizational sponsor to the Vice President of Membership of the Society in sufficient time to permit mailing of ballots and notices of meetings.

Section 3: The Board of Directors shall have responsibility for drawing up and revising a schedule of membership dues and establishing the dates of the membership year.

Section 4: The Vice President of Membership shall be responsible for establishing and implementing procedures for maintaining and increasing the membership of the Society, and be authorized to accept members.

Section 5: Any member may resign by submitting a written resignation to the Vice President of Membership, but such resignation shall not relieve the member of the obligation to pay any dues, assessments, or other charges accrued and unpaid. Any member whose dues remain unpaid three months after billing will be dropped from the rolls. Members on the rolls are considered Eligible Members of the Society. All members of the Editorial Staff of the Multinational Finance Journal are Eligible Members of the Society. The Board of Directors may establish criteria and procedures for suspension and cancellation of membership.

Section 6: The regular meeting and conference of the Society shall be held at various international locations in late June or early July of each year. The Board of Directors may call special meetings as necessary. An announcement of a meeting shall be delivered via electronic means to the members at least three months in advance of its date. The business aspects of the academic and social programs of the meetings shall be managed by the Global Business Publications (GBP). A percentage of up to ten percent of the total registration fees will presented to conference participants as research awards. The place and exact date of each meeting shall be decided by the GBP in cooperation with the Society's Executive Committee.

Section 7: Each Eligible Member shall be entitled to one vote on any issue submitted to a vote by members. The Vice President of Membership, after consulting with the Executive Committee, may call for a secret ballot on any issue or may decide that the issue should be submitted to members for voting by mail. Voting by proxy will not be allowed unless previously authorized by the Board of Directors. Motions shall be carried by a simple majority of the votes unless specified to the contrary by the Constitution or the By-Laws.

Section 8: The Board of Directors may authorize student affiliates, including the formation of student Honor Societies and student chapters. Members of student affiliates may be granted such privileges as determined by the Board of Directors.

Section 9: The Board of Directors may authorize the establishment and operation of local chapters of the Society with the proviso that all members of such chapters be members of the Society.


ARTICLE IV: THE BOARD OF DIRECTORS

Section 1: The Board of Directors shall consist of the Officers of the Society, the six Directors at Large and the two representatives of the Board of Trustees.

Section 2: Each year two Directors-at-Large shall be elected to serve for terms of three years or until their successors are elected. A Director- at-Large may not serve more than two consecutive full terms. All Directors-at-Large shall have responsibility for aiding the Vice Presidents of Membership, Programs and Meetings in their functions.

Section 3: During its term of office, the Board of Directors, either directly or through its Executive Committee, shall have responsibility for managing the affairs of the Society and at the annual meeting upon the conclusion of its term shall report on its actions to the membership.

Section 4: The Executive Committee shall consist of the Chairman of the Board of Trustees, the President, the President-Elect, the Executive Director, the Executive Secretary and Treasurer, and the Editor-in-Chief(s) of the Journal. The Executive Committee shall be empowered to act for the Board of Directors in all matters in which the Board has jurisdiction. All actions of the Executive Committee shall be reviewed by the Board at its next meeting. The Executive Committee is responsible for control and supervision of the Society s administrative office, which includes authorizing the payment of bills. Four members shall constitute a quorum for any meeting. The Committee shall meet at the call of the President or upon petition of three members thereof.

Section 5: The Executive Committee shall serve as the Audit Committee, hiring outside auditors if necessary, and develop, implement and monitor policies governing the Society's financial controls.

Section 6: The regular annual meeting of the Board of Directors shall be held in connection with the annual meeting of the Society and before the meeting of the members. Special meetings may be called by the President, upon two months notice in writing. Seven members of the Board of Directors will constitute a quorum. However, if less than seven members are present, a mail ballot of the Board shall be used to decide an issue if three or more Board members request such a ballot due to the significance of the issue.


ARTICLE V: THE OFFICERS

Section 1: The Officers of the Society's shall consist of the Chairman of the Board of Trustees, the President, the President-Elect, the Executive Director, the Executive Secretary and Treasurer, the Vice President of Membership Services, the Vice President of Meetings and the Vice President of Programs.

Section 2: The President is the chief spokesman for the Society and shall preside at all meetings of the membership, the Board of Directors, and the Executive Committee. The President shall serve a one-year term. The President may call such meetings of the Board of Directors, Executive Committee and/or other committees as are needed and shall report to the Board of Directors of the Society. The President shall have the power to appoint special committees as authorized by the Board of Directors.

Section 3: The President-Elect shall serve as a general assistant to the President, carrying out such duties as may be assigned. The President-Elect shall act as the President in the event of the latter's absence or inability to serve. The President-Elect is elected by the members for a one-year term.

Section 4: The Executive Director shall manage the daily affairs and other business matters of the Society as delegated by the Executive Committee. The Executive Director shall be appointed by the Chief Officer of the Sponsoring Institution which houses the Offices and supports the operations of the Society. This appointment shall be approved by the Board of Directors of the Society. The Executive Director may be removed by the Chief Officer of the Sponsoring Institution.

Section 5: The Executive Secretary and Treasurer shall manage the financial affairs of the Society, which include the supervision of bank accounts, deposit of receipts, payment of bills upon concurrence of the Executive Committee, investment of funds, insurance coverage, preparation of financial statements, preparation of tax reports, preparation of an annual budget, preparation of an annual audit, preside at meetings of the audit committee, and report to the Board of Trustees of the Society. The Executive Secretary and Treasurer is elected by the Board of Trustees for a three-year renewable term.

Section 6: The Vice President of Membership shall be responsible for developing the membership of the Society, and be an impartial representative of all members individually with power to investigate any matter and to make recommendations to the Officers and/or the Board of Directors. The Vice President of Membership is elected by the members of the Society for a three-year renewable term.

Section 7: The Vice President of Programs shall be the Chair of the Program Committee to plan and organize the academic programs of the general meetings of the Society. The Vice President of Programs is elected by the Board of Directors for a one-year term starting immediately after the annual meeting of the Society.

Section 8: The Vice President of Meetings shall be the Chair of the Committee in charge of the local business arrangements of the general meetings of the Society. The Vice President of Meetings is elected by the Board of Directors for a one-year term starting immediately after the annual meeting of the Society.


ARTICLE VI: NOMINATING COMMITTEE AND ELECTIONS

Section 1: The Nominating Committee of the Society shall consist of three members. The President shall appoint two members who are not current or recent members of the Board of Directors. The Board of Trustees shall elect one of their members, other than the Chairman, to serve a one-year term as Chairman of the Nominating Committee. The Committee shall solicit nominees. The Committee shall nominate up to two candidates for each position elected by the members. Elections shall take place at the annual meeting of the Society.

Section 2: In the event of a tie vote for any elected office, the tie shall be resolved by a mail ballot of the Board of Directors. If a tie occurs in a vote by the Board of Directors, the Nominating Committee shall determine the choice.

Section 3: Terms of offices shall start on the day following the last day of the Society's Annual Meeting. In the interval between election and assumption of office, they may attend meetings of the Board of Directors as observers.


ARTICLE VII: REMOVAL OF MEMBERS OF THE BOARD OF DIRECTORS

Section 1: Elected or appointed member of the Board of Directors may be removed from office for conduct detrimental to the best interests of the Society by vote of two-thirds or more of the directors present at a meeting of the Board of Directors and constituting a quorum for the purposes of conducting business at such meeting, provided that a twenty-one days' prior written notice of such meeting is delivered to all members of the Board of Directors. The meeting shall be called by the President or at least three members of the Board of Directors.

Section 2: Removal of officers appointed by the Board of Trustees requires the affirmative vote of two-thirds or more of the Trustees present at a meeting of the Board of Trustees and constituting a quorum. This meeting shall take place immediately following the meeting of the Board of Directors.

Section 3: Any notice of a meeting for the purpose of voting on a resolution to remove a named member of the Board of Directors shall describe the conduct deemed by the person issuing the said notice to be detrimental to the best interests of the Society and the grounds for such removal with sufficient specificity so as to give reasonable notice of the alleged conduct. At any meeting held pursuant to this Article, the member subject to removal shall have the right to appear with counsel of his/her choice, and shall have the right to present evidence on his/her behalf and to hear evidence in support of the charges made against him/her pursuant to reasonable rules established from time to time by the Board of Directors.


ARTICLE VIII: PUBLICATIONS

Section 1: The publications of the Society will include the Multinational Finance Journal and such other publications as may be authorized by the Board of Directors. The Board will be responsible for making policy decisions in connection with all publications. The Multinational Finance Journal is the property of the Global Business Publications (GBP), responsible for its printing and distribution.

Section 2: The Editorial Staff of the Multinational Finance Journal shall consist of the Editor-in-Chief, the Editors, the Associate Editors, and others as appropriate. The function of this staff will be to generate, solicit, evaluate, and select materials for publication in the Journal.

Section 3: The Editor-in-Chief of the Multinational Finance Journal shall be elected by the Board of Trustees for a three-year term and shall be approved by the GBP. The position is renewable for a three-year term.

Section 4: The Editor-in-Chief will be in charge of the editorial staff of the Journal and responsible for the content of the Journal. With the consent of the Executive Committee and / or GBP, the Editor-in-Chief shall appoint all Editors and Associate Editors, and undertake all appropriate activities necessary to administer the responsibilities of the office. Financial commitments entered into on behalf of the Association by the Editor-in-Chief must be based upon a financial plan approved in advance by the Board of Trustees and GBP.

Section 5: The Editor-in-Chief will designate which member of the editorial staff is to serve as Editor Pro-Tem in the event of his/her absence or disability.

Section 6: One copy of each publication of the Society shall be distributed to each Eligible Member upon a reasonable fee for the cost of distribution.


ARTICLE IX: COMMITTEES

Section 1: Membership Committee - The function of this committee shall be to develop and carry out policies to strengthen the membership of the Society. This committee is chaired by the Vice President of Membership.

Section 2: Nominating Committee - The function of this committee shall be to solicit nominees for positions of the Board of Directors elected by the members.

Section 3: Programs Committee - The function of this committee shall be to plan and to organize the academic programs of the meetings of the Society. This committee is chaired by the Vice President of Programs.

Section 4: Meetings Committee - The function of this committee shall be the handling of all local business arrangements of the general meetings of the Society. This committee is chaired by the Vice President of Meetings. If the position of the Vice President of Meetings were vacant, the committee would be chaired by the Vice President of Programs.

Section 5: The President, in consultation with the Executive Committee, may appoint such special committees as may be appropriate.


ARTICLE X: REPORTS

Section 1: The Officers, Editor-in-Chief, and committee chairs shall submit written reports at the annual meeting of the Board of Directors and/or the Board of Trustees. Written reports may be requested by the President at special meetings of the Executive Committee or the Board of Directors. The Executive Secretary and Treasurer has the responsibility to submit written operating reports covering the full range of his/her responsibilities to the Board of Directors and the Chairman of the Board of Trustees annually.


ARTICLE XI: IDENTIFICATION OF MEMBERS

The Society shall identify any officers, directors, employees, and members of the Society, or any former officers, directors, or employees of the Society, to the full extent permitted by New Jersey State law.


ARTICLE XII: AMENDMENTS

Section 1: The Board of Directors may propose amendments to these By-Laws, which must be approved by the Board of Trustees and then presented to the membership, in written form, at least three months prior to the Society's annual meeting. Amendments thus presented require approval by three-quarters of the members present. For a quorum, at least two-thirds of the active members shall be present.


ARTICLE XIII: PARLIAMENTARY AUTHORITY

Wherever appropriate and unless otherwise provided by these By-Laws, Robert's Rules of Order shall govern the parliamentary conduct of all meetings.


ARTICLE XIV: CORPORATE CHARTER

The Trustees shall have power to instruct one or more of its members to make application for a suitable charter from an appropriate state or commonwealth, and to take whatever other steps are necessary to comply with laws governing not-for-profit organizations, including the formation of such corporations or other bodies as they deem expedient and desirable. No entity formed shall in any way restrict or diminish the authority or obligations of the Trustees or the Board of Directors as specified in the Constitution and By-Laws.


ARTICLE XV: ADOPTION

Section 1: These By-Laws were approved by the Board of Trustees and the Board of Directors on June 15, 1995.

Section 2: These By-Laws went into effect by vote of the Board of Trustees in their meeting on June 15, 1995.

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