THE MULTFIN CORPORATION
BY-LAWS
(As Adopted: June 15, 1995)
ARTICLE I: AUTHORIZATION AND APPLICATION
These By-Laws pertain to the structure and operation
of the "Multfin Corporation" that operates under the name 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 annual meeting of the Eligible
Members shall be held at a time and place to be determined by the Board of
Directors. The Board of Directors may call special meetings as necessary.
Written notice of a meeting shall be delivered to each Member at least three
months in advance of its date. At any meeting, the lesser of twenty-five
Eligible Members or one-fifth of the total full membership shall constitute a
quorum.
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 and 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 Managing
Editor(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 via a mailing to the membership. The Committee shall nominate up to two candidates for each position elected by the members.
Section 2: Prior to 90 days after the annual meeting, the Nominating Committee
shall mail to each member a ballot to be returned in 45 days or less. The
Chairman of the Nominating Committee shall be responsible for determining who
received the majority of votes for each office.
Section 3: 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 4: 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 and will receive a report
annually from the Editors.
Section 2: The Editorial Staff of the Multinational Finance Journal shall consist of the Managing Editor, 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 Managing Editor shall be elected by the Board of Trustees for a
three-year term. The Founding Editor of the Journal, Dr. Panayiotis Theodossiou,
shall serve as Managing Editor for a period of two three-year terms (six-
years). Both positions are renewable for a three-year term.
Section 4: The Managing Editor of the journal 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, the
Managing Editor 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
Managing Editor must be based upon a financial plan approved in advance by the
Board of Directors or the Executive committee, and by the Board of Trustees.
Section 5: The Managing Editor 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. The distribution of
publications to others shall be determined by the Board of Directors.
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, Managing Editor, 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 semiannually.
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 as an attachment to the
announcement of any annual or special meeting. Amendments thus presented require
approval by two-thirds of the voting members present and voting at such meetings
of the membership. Any member of the Society may propose amendments to the Board
of Directors.
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.
For the Board of Directors:
Signature
Panayiotis Theodossiou, President
For the Board of Trustees:
Signature
George Philippatos, Chairman
Signature
Emel Kahya, Executive Secretary and Treasurer