AMERICAN BUSINESS LAW ASSOCIATION, INC., D/B/A ACADEMY OF LEGAL STUDIES IN BUSINESS
Article I – Name
This Association shall be known as the Academy of Legal Studies in Business (hereinafter “Academy”).
Article II – Purpose
The purpose of the Academy shall be to promote and encourage scholarship and superior teaching of legal studies in business, business law and the legal and ethical environment of business (hereinafter “Fields”) in colleges and universities; to promote research and scholarship through the regular publications of professional law journals; to foster a better understanding between research and teaching in the Fields; to develop and maintain a collegial and cooperative relationship among teachers and scholars in the Fields; and to encourage and promote high ethical standards in the conduct of business.
Article III – Membership
The following categories of Membership in the Academy are hereby established:
A. Active Membership. Upon application and payment of current Academy dues, a person appointed on a full-time, part-time or temporary basis as a professor, instructor or teacher in the Fields or other related disciplines becomes an active member.
B. Life Membership. Any individual may, upon payment of a nonrefundable sum as stipulated in the Bylaws of the Academy, become a life member of the Academy. A life member shall be accorded all of the privileges and amenities as an active member for the remainder of his or her life without further payment of Academy dues.
C. Emeritus Membership. Upon retirement from academic employment, an active member in good standing may transfer to emeritus membership upon the payment of emeritus dues as stipulated by the Bylaws of the Academy provided that he or she has been an active member in good standing for the ten year period preceding retirement.
D. All references to “Members” or the “Membership” shall include Active, Life and Emeritus Members unless otherwise noted.
Termination. Memberships terminate upon the Member’s death. Active and Emeritus Memberships expire when a current Member fails to pay dues within three months of the date of renewal.
Article IV – Meetings
Annual Meetings. There shall be held an annual meeting of the Academy at which sufficient time will be allocated for the purpose of transacting Academy business and completing the election and swearing in of officers. Announcements of the time and site of the annual meeting shall be made by the officers of the Academy not less than three months prior to the opening date of the meeting.
Other Meetings. Such other meetings shall be held as may be called by the President.
Quorum. For the purpose of conducting any business, a quorum shall consist of those Members who are present at an annual or duly called meeting, provided that timely and proper notice has been forwarded to the Membership. For the purpose of conducting any business electronically, a quorum shall consist of those members who submit an electronic ballot, provided that timely and proper notice has been forwarded to the Membership.
Voting on Matters between Annual Meetings. At the discretion of the Executive Committee, other matters may be voted on electronically during the year, provided that the membership is given at least thirty days’ notice and an opportunity to participate in electronic discussion of the issues and the voting remains open for seven days. For Amendments to the Constitution or Bylaws, sixty days’ notice must be given. The text of any such changes or other matters being voted on shall be achieved by publication.
Article V – Officers
Officers. The officers of the Academy shall consist of a President, a President-Elect, a Vice President, a Secretary-Treasurer, a Chief Accounting Officer, and an Executive Secretary (hereinafter “Officers”). All Officers shall be Members of the Academy for a period of at least three years prior to their election or appointment to office and must maintain such status throughout their term of office.
Period in Office. Each Officer, except the Executive Secretary, the Chief Accounting Officer and any interim officers, shall hold office for one year and thereafter until his or her successor takes office. For the purpose of this Section, “one year” is defined as the period from the adjournment of one annual meeting to the adjournment of the following annual meeting. The Executive Secretary shall hold office for a period of two years and may be reappointed for successive periods by the Executive Committee.
Selection of Officers. The offices of President, President-Elect, Vice President, and Secretary-Treasurer shall be elective offices, to be selected by the vote of the Members voting in the manner described below. The office of Executive Secretary shall be an appointive office made by the Executive Committee. The Executive Secretary shall receive such compensation as the Executive Committee shall determine.
Declaration of Candidacy. Candidates for Secretary-Treasurer must declare their candidacy no later than twenty-four hours prior to the commencement of voting. In advance of the election, candidates for Secretary-Treasurer shall have an opportunity to have their declarations of candidacy achieved through publication. The declaration may describe each candidate’s background and reasons for running for office and may include up to two letters of support of the nomination.
Election of Current Officers. Current officers shall run as a slate to advance to the next highest office. If an interim officer has been appointed by the Executive Committee to fill a vacancy due to death, resignation, expulsion, or other reason, the election of the replacement officer will be separate from the slate.
Method of Voting. Members of the Academy in good standing may vote for officers and other matters through an electronic ballot.
Timing of Voting. Electronic voting for officers shall commence during the week prior to the date specified for the annual business meeting of the Academy. The specific start and conclusion of voting shall be determined by the Executive Committee and communicated to the Members at least one month prior to the start of the annual meeting. The Executive Committee will report on the voting at the annual business meeting.
Article VI – Duties of Officers
President. The President shall serve as the chief executive officer of the Academy; shall preside and chair all meetings of the Executive Committee and meetings of the Membership; shall appoint members and chairs of all Academy committees except for the Executive Committee; and shall be the spokesperson for and promote the interests of the Academy.
President-Elect. The President-Elect, in conjunction with the Executive Secretary, shall prepare and present an annual budget for the consideration of the Executive Committee at the Executive Committee’s mid-year meeting; shall, as program chair, plan the academic program for the next annual meeting and conference of the Academy; and, in the absence or incapacity of the President, assume the duties of the President.
Vice President. The Vice President, in conjunction with the Executive Secretary, shall be responsible for membership recruitment and retention; shall act as a liaison and coordinator between the Academy and the various regional academies; shall maintain correspondence and solicit reports for the Executive Committee concerning regional academies; shall serve as an authorized signatory on all ALSB bank accounts in conjunction with the Secretary-Treasurer and Executive Secretary; and shall act as a co-signer along with the Secretary-Treasurer or the Executive Secretary on any single ALSB check in an amount in excess of an amount determined by the Executive Committee and reflected in the bylaws.
Secretary-Treasurer. The Secretary-Treasurer shall record, maintain and verify the minutes of the annual business meeting, House of Delegates’ meetings, and all Executive Committee meetings; shall verify the membership and financial records of the Academy maintained by the Executive Secretary; shall, in conjunction with the Executive Secretary, select the venue (and negotiate an appropriate contract, signed by the Executive Secretary), for the Academy’s annual meeting to take place in two years; shall serve as an authorized signatory on all ALSB bank accounts in conjunction with the Vice President and the Executive Secretary; and shall act as a co-signer along with the Vice President or the Executive Secretary on any single ALSB check in an amount in excess of an amount determined by the Executive Committee and reflected in the bylaws.
Executive Secretary. The Executive Secretary shall maintain all permanent records; shall assist in maintaining and recruiting Members; shall maintain a mailing list of all Members and provide mailing addresses to the editors-in-chief of Academy journals and Officers as needed; shall serve as the first contact point for information and service to Members; shall solicit and receive annual dues, registration fees and such other monies as are due to the Academy, and maintain the Academy’s bank accounts; shall disburse and pay all Academy debts and expenses as approved by the Executive Committee and subject to any limitations contained within the Constitution; shall serve as an authorized signatory on all ALSB bank accounts in conjunction with the Vice President and the Secretary-Treasurer; shall act as a co-signer along with the Vice President or the Secretary-Treasurer on any single ALSB check in an amount in excess of an amount determined by the Executive Committee and reflected in the bylaws; shall relay to Officers or the Executive Committee issues or matters of the Academy which require attention; shall follow all directions of the Executive Committee; shall keep the Constitution and Bylaws of the Academy up-to-date and distribute copies thereof; shall prepare and distribute all appropriately submitted constitutional changes to the Membership; shall coordinate all voting and certify the results; shall prepare and distribute newsletters to the Membership at intervals approved by the Executive Committee; shall prepare obituaries and letters of condolences for deceased Members; shall reproduce and distribute proposed resolutions and minutes of the annual meeting; shall, in conjunction with the Chief Accounting Officer and the President-Elect, prepare an annual budget; shall make all logistical arrangements for the annual meeting; and perform such other duties and tasks as may be delegated to him or her by the Executive Committee or Officers.
Chief Accounting Officer. The Chief Accounting Officer shall review and verify the annual financial reports prepared by the Executive Secretary and deliver a report thereon to the Executive committee; in consultation with the Executive Secretary and any other officer designated by the Executive Committee, shall review annual financial reports in advance of the annual Business Meeting; based on the annual financial reports and in consultation with the Executive Secretary and any other officer designated by the Executive Committee, shall review the ALSB’s tax return; and in consultation with the Executive Secretary and the President-Elect, shall formulate an annual budget for the fiscal year and present that budget to the Executive Committee.
Article VII – Executive Committee
Composition. The Executive Committee shall consist of the Officers, the Immediate Past President of the Academy, the Editor-in-Chief of the American Business Law Journal, the Editor-in-Chief of the Journal of Legal Studies Education, the Academy’s liaison to the AACSB and the Academy’s Chief Accounting Officer. All members of the Executive Committee shall be Members of the Academy at all times during their term of service. The President, the President-Elect, the Vice President and the Secretary-Treasurer, and the Immediate Past President of the Academy, shall be voting members of the Executive Committee. All other members of the Executive Committee, specifically, the AACSB Liaison, the Journal Editors, the Chief Accounting Officer and the Executive Secretary, shall have floor privileges, but shall be non-voting members. The AACSB Liaison shall be appointed by the other members of the Executive Committee to serve for a three-year period, or at the pleasure of the Executive Committee, and may be reappointed for successive periods. The Chief Accounting Officer shall oversee the financial books and records of the Academy, review all appropriate tax documents and returns and shall assist the President-Elect and Executive Secretary in the preparation of the Academy’s budget. The Chief Accounting Officer shall be appointed by the other members of the Executive Committee to serve for a three-year period, or at the pleasure of the Executive Committee, and may be reappointed for successive periods.
Authority. The Executive Committee shall be the policy-making body of the Academy, shall have the authority to negotiate for dates and sites for annual meetings of the Academy for a period not to exceed four years and shall report the results of the negotiations and its recommendations to the House of Delegates. The Executive Committee shall be empowered to act on behalf of the Academy during the period intervening between duly called meetings, including filling vacancies on the Executive Committee.
Standing and Special Committees. There shall be such standing and special committees of such numbers, qualifications and duties as the Executive Committee may authorize, and such additional committees as the President may designate within his or her sound discretion.
Ad Hoc Committees. At any annual meeting, the Membership may, by a majority vote of those present, direct the President to appoint an ad hoc committee for a specific purpose. Unless the motion directing the appointment of the committee provides otherwise, the ad hoc committee shall submit its report at the next annual meeting of the Academy.
Sections. Sections are created and dissolved by approval of the Executive Committee and are subject to the rules and policies of the Academy.
Article VIII – Regional Academies of Legal Studies in Business
Establishment and Recognition.
A. Any ten Members in good standing wishing to form a Regional Academy of Legal Studies in Business (hereinafter “RALSB”) shall apply for authorization from the Executive Committee. This authorization will be granted only upon approval of a majority of the members of the Executive Committee. In the event such application for authorization shall affect an existing RALSB, a copy of such application with all supporting documentation shall be submitted to the affected RALSB, and the Executive Committee shall not act on such application until the affected RALSB has had an opportunity consisting of at least ninety days to consider the same and submit objections, if any, to the Executive Committee. The application for authorization shall set forth the proposed geographical limits of the RALSB, which shall, however, be subject to change by the Executive Committee. In any event, the geographical boundaries of a proposed RALSB shall not infringe upon the geographical boundaries of an existing RALSB. Any RALSB shall be free to affiliate with sister organizations of the social sciences whose policies are not inconsistent with those of the Academy.
B. If, pursuant to proper authorization, the proposed RALSB is duly organized and officers elected, the newly elected president of the proposed RALSB shall file notice of such organization and election with the Executive Committee and petition for a charter.
C. Upon the approval by a majority of the members of the Executive Committee, a charter signed by the President shall be issued to the RALSB. Should the Executive Committee fail to approve or disapprove the petition within sixty days of its submission, the petition shall be deemed disapproved.
Relations with the Academy.
A. RALSBs shall be free to choose their own form of organization, including the freedom to adopt or not to adopt a constitution or bylaws.
B. RALSBs shall be free to pursue such activities as they desire, consistent with the purposes embodied in Article II and Article VIII, Section 1(a) of this Constitution.
C. Membership in the Academy shall not be compulsory for membership in a recognized RALSB, but dual memberships are encouraged.
D. All RALSBs are independent and self-governing organizations. The Academy shall have no control or right to control the formation, management, operation or termination of RALSBs except as otherwise provided herein.
Article IX – House of Delegates
Membership. The House of Delegates shall be composed of the Executive Committee as designated in Article VII, Section 1, and a delegate or alternate from each of the RALSBs. Each delegate and alternate shall be a member of the Academy for at least one year prior to their service as delegate or alternate and must maintain their membership in the Academy throughout their term of service. It is recommended but not required that each delegate shall serve a term of no less than three years from the date of his or her election or designation.
Meetings. The House of Delegates shall meet in advance of the general meeting of the Membership at the time and place designated for the annual meeting of the Academy, and at such other times as the President shall designate.
Functions. The House of Delegates shall discuss matters of general and regional interest; recommend dates and sites for the annual meetings of the Academy; serve as an advisory body to the Executive Committee; and solicit candidates for offices, including nominees for the office of Secretary-Treasurer.
Article X – Prohibition against Sharing in Academy Earnings
No Member, trustee, Officer or employee of or member of a committee of or person connected with the Academy, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operation of the corporation, provided that this shall not prevent the payment to any person of such reasonable compensation for services rendered to or for the Academy in effecting any of its purposes as shall be fixed by the Executive Committee. No person or persons shall be entitled to share in the distribution of any of the Academy’s assets upon the dissolution of the Academy. All Members of the Academy shall be deemed to have expressly consented and agreed that, upon dissolution or winding up of the affairs of the Academy, whether voluntary or involuntary, the assets of the corporation, after all debts have been satisfied, then remaining in the hands of the Academy’s Executive Committee shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Members of the Academy determine or as may be determined by a court of competent jurisdiction upon application of the Executive Committee, exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they hereafter be amended.
Article XI – Amendment
Amendments to this Constitution may be submitted by the Executive Committee upon approval by a majority of the voting members or upon submission to the Executive Committee by no fewer than ten Members of the Academy. The Constitution may be amended by electronic ballot providing such amendment(s) shall have been submitted in writing to the Executive Secretary sixty days before the vote. Notification of the Membership of proposed amendment(s) shall be achieved through publication. An affirmative vote of sixty percent of those voting is required for amendment.
Article XII – Adoption
This Constitution shall become effective upon its adoption by a two-thirds vote of the Members present at a regular session of an annual meeting.
Certified pursuant to Article VI, Section 5 of this Constitution by Daniel J. Herron, Executive Secretary, August 20, 2015.