BYLAWS

ALSB BYLAWS

Approved August 2010 Annual Business Meeting

 
ARTICLE 1 – NAME

Section 1

Pursuant to the Constitution of the ALSB. The name of this nonprofit corporation is the American Business Law Association, doing business as The Academy of Legal Studies in Business, hereinafter referred to as the “ALSB” or the “Academy.”

ARTICLE 2 – NON-DISCRIMINATION

Section 1

 The Academy supports equality of opportunity for all persons in all aspects of life, and abhors invidious discrimination against persons on the grounds of race, color, religion, national origin, gender, age, handicap or disability, affinity or sexual orientation, creed, marital status, status with regard to public assistance, height, weight, and veteran status. Affinity group meetings are open to all ALSB members.

ARTICLE 3 – HOUSE OF DELEGATES

Section 1

 The House of Delegates shall at all times, act in accordance with the provisions of the ALSB Constitution.

 Section 2

 The presence of a majority of the voting members of the House of Delegates will constitute a quorum.

 Section 3

The immediate Past President shall chair any meeting of the Regional Delegates unless the immediate Paste President declines or otherwise is unavailable, in which case the President may appoint as temporary chair any member of the Executive Committee. In addition, the immediate Past President shall act as liaison between the Executive Committee and the Regional Delegates.

ARTICLE 4 – EXECUTIVE COMMITTEE

Section 1

The Executive Committee shall at all times, act in accordance with the provisions of the ALSB Constitution.

Section 2

The presence of a majority of the voting members of the Executive Committee will constitute a quorum. The Executive Committee may meet by electronic or telephonic means.

Section 3

The Executive Committee shall hold both annual and mid-year meetings. Each year the site of the mid-year meeting of the Executive Committee will be announced by the President. This announcement should be made at the last Executive Committee meeting during the annual meeting. The President is to take into consideration the desire to rotate the mid-year meeting among the various regions of the Academy.

Section 4

The Executive Committee must prepare budgets on an annual basis and report same to the House of Delegates.

Section 5

Each member of the Executive Committee must present a report of that member’s duties and performance during the preceding period to the Annual Business Meeting of the ALSB and the mid-year meeting of the Executive Committee.

Section 6

Whenever notice is required to be given by the Constitution or these Bylaws, it shall be given in whatever manner and form the Executive Committee designates by resolution.

Section 7

With the advice and consent of the Executive Committee, the President may appoint liaisons to other organizations.

Section 8

With the advice and consent of the Executive Committee, the Executive Secretary has the authority to invest Academy monies.

Section 9

The Executive Committee shall be the final interpreter of these Bylaws.

ARTICLE 5 – NOMINATIONS AND ELECTIONS

Section 1

During the annual Business Meeting at which they are nominated, nominees for the position of Secretary-Treasurer may have no more than two (2) ALSB members speak as seconders of their nomination. Each seconding speaker may have no more than three (3) minutes, and one speaker cannot yield time to another. Following the seconding speeches, a nominee for the position of Secretary-Treasurer may have no more than five (5) minutes to address the Business Meeting. The ALSB Executive Secretary shall serve as timekeeper.

Section 2

The order of the aforementioned speeches by the nominees and their seconders shall be presented in an order determined by lot and administered by the Executive Secretary. Specifically, the speeches shall be made as follows: First, the seconding speeches for the first nominee; Second, the speech by the first nominee; Third, the seconding speeches for the second nominee; Fourth, the speech by the second nominee; subsequently, any seconding speeches of additional nominees, immediately followed by that nominee’s speech.

Section 3

If there are more than two nominees running for the position of Secretary-Treasurer and no nominee receives more than fifty percent (50%) of the vote on the first ballot, a runoff election shall be held immediately between the two (2) nominees receiving the most votes on the first ballot. No additional speeches shall be allowed before the second ballot.

Section 4

The President shall select a committee of three persons to count the vote taken in the election of the Secretary-Treasurer. This committee shall report the actual vote to the President. The President shall announce the winner of this election but the actual vote shall not be announced. If a nominee desires to know the actual vote, the President shall inform the nominee privately.

ARTICLE 6 – MEETINGS

Section 1

There will be an annual meeting of the membership of the ALSB. The site of such meeting shall be determined by the Executive Committee, upon the recommendation of the House of Delegates.

Section 2

Any facility selected for the Annual Meeting of the ALSB must be of sufficient size to accommodate all expected conference registrants.

Section 3

Conference pre-registration refunds shall not be made unless the registrant has notified either the Executive Secretary or the program chair before the beginning of the meeting of an inability to attend.

Section 4

The Academy may publish Proceedings for its annual conference. The Executive Committee shall appoint an editor for the Proceedings. Such Proceedings shall be double-blind refereed, with criteria established by the Executive Committee, in consultation with the Proceedings editor. The criteria will be published in the Academy’s newsletter to give ample notice to submitters. Submission to and publication of an article in the Proceedings does not preclude subsequent submission to the American Business Law Journal or the Journal of Legal Studies Education.

ARTICLE 7 – MEMBERSHIP AND DUES

Section 1

The annual dues payable by the various categories of members to the ALSB shall be in an amount determined by the Executive Committee from time to time and shall be reported to the members at least as frequently as every Annual Meeting.

Section 2

New members who join the ALSB after January 1 will have their dues prorated 50 percent.

Section 3

The annual dues payable by the Emeritus members shall be in a sum equal to 50% of the annual dues paid by active members.

Section 4

Members may buy life memberships at a rate set from time to time by the Executive Committee. The Executive Committee shall at all times use conservative assumptions in calculating the cost of life memberships.

Section 5

Sections will set their annual dues subject to the approval of the Executive Committee.

 Section 6

 The ALSB membership list is available for non-commercial purposes free of charge to any ALSB member.

ARTICLE 8 – FISCAL MATTERS

Section 1

The fiscal year shall be January 1 through December 31.

Section 2

All financial and membership records and bank books shall be kept at the office of the Executive Secretary and shall be maintained under the custody and control of the Executive Secretary or such other officer as may be designated by the Executive Committee in the event the Executive Secretary is unable to serve.

Section 3

All tax documents as well as the books of the Academy shall be open to reasonable inspection by any member of the ALSB.

Section 4

The Executive Secretary shall prepare quarterly financial and membership reports and submit them to the Executive Committee.  These reports shall be available to any member in the Academy.

Section 5

The Executive Secretary shall present annual financial and membership reports to the membership at the annual Business Meeting.

Section 6

The Chief Accounting Officer (CAO):

  1. Shall review and verify the quarterly financial reports prepared by the Executive Secretary and deliver a report thereon to the Executive committee;
  2. In consultation with the Executive Secretary and any other officer designated by the Executive Committee, shall prepare annual financial reports in advance of the annual Business Meeting.
  3. Based on the annual financial reports and in consultation with the Executive Secretary and any other officer designated by the Executive Committee, shall prepare and file the ALSB’s tax return; and
  4. In consultation with the Executive Secretary and the President-Elect, shall formulate an annual budget for the fiscal year and present that budget at the mid-year meeting of the Executive Committee held prior to the beginning of each fiscal year.

Section 7

No check may be issued from the ALSB accounts for more than $2,500 without the signatures of the Executive Secretary and either the Vice-President or the Secretary-Treasurer or, if the Executive Secretary is unavailable, the signatures of any two of the President-Elect, the Vice-President, and the Secretary-Treasurer.

ARTICLE 9 – PROCEDURE

Section 1

 The rules contained in the most recent edition of Robert’s Rules of Order will provide the rules of procedures for the ALSB where they are not inconsistent with the provisions of the Constitution or these Bylaws.

ARTICLE 10 – CONTRACTS, DEPOSITS AND FUNDS

Section 1

 The Executive Committee may authorize any officer or officers, agent or agents of the ALSB, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Academy. Such authority may be general or confined to specific instances.

 Section 2

 All funds of the ALSB will be deposited from time to time to the credit of the ALSB in such banks, trust companies, or other depositories that the Executive Committee may select.

 Section 3

The Executive Committee may accept on behalf of the ALSB any contribution, gift, bequest, or devise for either the general purposes or a special purpose of the Academy.

ARTICLE 11 – MINUTES

Section 1

The ALSB will keep complete minutes of the proceedings of its House of Delegates, Executive Committee and Annual Meeting. Such books will be under the custody of the Executive Secretary.

ARTICLE 12 – SECTIONS

Section 1

 Sections shall at all times, act in accordance with the provisions of the ALSB Constitution and these Bylaws.

 Section 2

 All sections shall be required to maintain their financial records and mailing lists in the office of the ALSB Executive Secretary.

ARTICLE 13 – COMMITTEES AND APPOINTMENTS

Section 1

The Executive Committee, by resolution adopted by a majority of the Executive Committee, or the President as authorized by a like resolution, may designate committees and task forces. Committees and task forces will have only the powers specifically delegated to them by the Executive Committee.

Section 2

The members of such committees and any vacancies will be appointed by the President with the consent of the Executive Committee. Each committee will have a chairperson as designated by the President. Each member of a committee or task force will continue as such until his or her successor is designated or the committee or task force is terminated, or the member is removed from the committee or ceases to qualify as a member thereof.

ARTICLE 14 – AWARDS

Section 1

The Holmes-Cardozo Award shall be presented at each annual meeting to recognize significant, unpublished original legal research. The major factors in judging each submission shall be its scholarly contribution to the discipline, the quality of research and writing, and the appropriateness of form and format. The award shall be funded at an amount determined by the Executive Committee. At least one author must be a member of the ALSB and one author must be present at the annual meeting to receive the award. The American Business Law Journal shall have a right of first refusal to publish the award-winning paper; and, as such, papers may not be submitted simultaneously for publication consideration elsewhere. The Holmes-Cardozo Award Committee shall be chaired by a member of the Editorial Board of the ABLJ as designated by the program chair for the annual meeting.

Section 2

The Hoeber Awards shall be presented by both the American Business Law Journal and the Journal of Legal Studies Education at each annual meeting to recognize the best article(s) published by each journal in its most recent volume. The awards shall be funded as determined by the Executive Committee. Award winners will be selected by the respective editorial boards of each journal.

Section 3

Other awards may be created by the Executive Committee.

ARTICLE 15 – AMENDMENTS TO BYLAWS

Proposals for changes to the Bylaws may come from two sources: The Executive Committee or the membership. Any member of the Executive Committee may propose a change; the amendment must be approved by a majority vote of the voting members of the Executive Committee. Members of the ALSB may propose a change to the Bylaws by a petition to the Executive Secretary supported by 25 active members in good standing.

Amendments to these Bylaws shall be adopted by a majority of active members in good standing present in person at the Annual meeting, provided that notice shall be given to the membership at least 30 days prior to the date of such meeting. The members’ approval of amendments to the Bylaws may not be by mail or electronic ballot.