MULTINATIONAL FINANCE SOCIETY CONSTITUTION
(As Adopted: June 15, 1995)

The MULTINATIONAL FINANCE SOCIETY is established by the Founding Members for the advancement of financial knowledge, philosophies, techniques, and research findings pertaining to industrialized and developing countries among members of the academic and business communities.


ARTICLE I: NAME

The name of the Corporation shall be the "MFS", but the activities of the underlying professional society shall be carried out under the name of the Multinational Finance Society, henceforth called the "Society".


ARTICLE II: THE BOARD OF TRUSTEES

Section 1: The managing group of the Society shall be the Board of Trustees, consisting of the Society's original Founding Members, all its past presidents. The Board of Trustees shall serve as the Board that oversees the Society. Its purpose shall be to provide continuity for the Society and safeguard its affairs, which are normally under the control of the Board of Directors and governed by its own By-Laws.

Section 2: The Trustees shall meet at their pleasure but at least once a year, preferably at the annual meeting of the Society, to make recommendations to the Board of Directors, to perform any functions requested by the Board of Directors, to evaluate the status of the Society, and to act on any other matters deemed appropriate, including establishment and amendment of the Society's By-Laws.

Section 3: The Board of Trustees shall name a three-person Executive Committee to carry on its responsibilities between meetings.

Section 4: The Trustees shall elect one of their members, other than the Chairman, to serve for a one-year term as Chairman of the Nominating Committee of the Society.

Section 5: At the request of the Board of Directors, or in the absence of a duly constituted and functioning Board of Directors, the Trustees at their own discretion shall assume responsibility and direction of the Society.

Section 6: Only Trustees that are "Eligible Members" of the Society, as defined in its By-Laws, shall have voting privileges. A quorum is defined as two-fifths of those Trustees eligible to vote.


ARTICLE III: SPONSORING INSTITUTION

A Sponsoring Institution shall be the institution which houses the offices and supports the operations of the Society and/or the Journal of the Society.


ARTICLE IV: INCORPORATION, POWERS, AND FUNCTIONS

Section 1: The Society shall have all the powers, rights, and capacities of organizations chartered under the not-for-profit corporation laws. None of the Members, Founders, or other participants in the affairs of the Society shall be liable personally for the obligations of the Society, nor shall they have any proprietary interest in its assets.


ARTICLE V: OFFICERS AND DIRECTORS

Section 1: The Officers of the Society 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, the Vice President of Programs and the Vice President of Meetings. Upon death, resignation or disability of any of the Officers, a replacement shall be elected by the Board of Trustees from among its members.

Section 2: The immediate past President of the Society shall serve a one-year term as Chairman of the Board of Trustees. If the immediate past President of the Society is unable to serve, the retiring Chairman shall convene the Board of Trustees for the purpose of selecting a new Chairman (other than the retiring Chairman).

Section 3: Two Trustees appointed by the Board of Trustees shall represent the Board of Trustees in the Board of Directors.

Section 4: 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 5: The Executive Director shall be appointed by the Chief Officer of the Sponsoring Institution or organization 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 or organization.

Section 6: The Executive Secretary and Treasurer of the Society shall be elected by the Board of Trustees for a three-year renewable term.


ARTICLE VI: DISSOLUTION

Section 1: In the event that it becomes necessary or advisable to terminate the affairs and existence of the Society, the Board of the Trustees shall take charge, obtain an accounting from the Directors and Officers of the Society, and use their judgment in marshaling and liquidating all assets, settling all obligations in an appropriate manner. Any remaining funds and property shall be transferred to an appropriate not-for-profit organization. The dissolution or transfer of funds and property to an institution requires the support of at least two-thirds of those attending the meeting.


ARTICLE VII: AMENDMENTS

Section 1: Proposed amendments to this constitution may originate from any eligible member of the Society. This Constitution may be amended by a vote of the members of the Board of Trustees, present at the Society's annual meeting, initiated by the Chairman. Amendments thus presented require approval by three-quarters of the Trustees. For a quorum, at least two-thirds of the active Trustees shall be present.


ARTICLE VIII: ADOPTION

Section 1: This Constitution was adopted at a meeting of the Board of Trustees of the Society on June 15, 1995, and approved unanimously by the Trustees present and voting.

Section 2: This Constitution went into effect by vote of the Trustees in their meeting on June 15, 1995.