THE MULTFIN CORPORATION
CONSTITUTION
(As Adopted: June 15, 1995)
PREAMBLE:
The MULTINATIONAL FINANCE SOCIETY is established by the Founding Members and the Founding Institution, the School of Business at Camden, Rutgers University, 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 "Multfin Corporation", 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, and a
member appointed by the Chief Officer of the Sponsoring Institution(s) which
houses the offices and supports the operations of the Society and/or the Journal
of the Society. 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 who 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 of the State
of New Jersey and the United States of America. 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. At all times, the affairs of the Society shall be conducted in a
manner which will not interfere with its tax-exempt status.
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 Managing Editor of the Multinational Finance Journal 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 consecutive terms (six-years). Both positions are renewable for a
three- year term.
Section
5: 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
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 judgement in marshaling and liquidating all assets, settling all
obligations in an appropriate manner, and applying for cancellation of the
charter. Any remaining funds and property, including the Journal, shall be
transferred to the Founding Institution or some other appropriate not-for-profit
organization. The dissolution or transfer of funds and property to an
institution other than the Founding Institution requires the support of at least
two-thirds of those attending the meeting or responding to a mail vote.
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 mail vote of the
members of the Board of Trustees initiated by the Chairman. Approval by
two-thirds of all Eligible Members of the Board of Trustees shall be required
for any such action.
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.
FOUNDING MEMBERS
Wolfgang
Bessler G. Geoffrey Booth* J. Jay Choi* Dilip K. Ghosh Damodar Gujarati* Emel
Kahya* Gregory Koutmos* P.C. Kumar* Milton Leontiades* Robert Lippert* Teppo
Martikainen* Edgar Ortiz* George Papaioannou George Philippatos* Panayiotis
Theodossiou* Jorge Urrutia Uzi Yaari* Jerry Stevens
* Present at the meeting for approval of the Constitution and By-Laws.
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