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ARTICLE
I Name
and Purpose
Section 1. Name
of Corporation.
Eastern Economic Association (hereinafter referred to as the “Association”
is a corporation organized and existing under the Not-For-Profit
Corporation Law of the State of New York.
Section 2. Purposes.
The purposes of the Association are set forth in the Certificate
of Incorporation, as from time to time amended, including: 1. To
promote educational and scholarly exchange on economic affairs;
2. To encourage freedom of research and discussion; and 3. To publish
the Eastern Economic Journal and any other publications which it
deems worthwhile.
ARTICLE II Membership
Section 1.
Any person interested in the theory, principles and problems of
economics and related disciplines may, upon payment of the required
annual dues, be enrolled as a member of the Association.
Section 2.
Life Membership, with exemption from all further dues, can be obtained
on payment of ten times the annual dues in force when the payment
is made. These funds shall be amortized by the Association over
a twenty-five year period, and the principal sum will be considered
part of the permanent assets of the Association (see Article IV,
Section 5).
Section 3.
Family Memberships are available to two spouses. Both will be full
members of the Association upon payment of the dues required for
this class of membership. Family memberships receive only one copy
of the publications of the Association.
Section 4. Subscribers.
Libraries, universities, colleges, businesses and other organizations
may become subscribers to the Association's publications. They will
have no membership privileges.
Section 5.
Associate members, upon payment of the prescribed fee, shall be
entitled to receive the publications of the Association without
becoming full voting members. Associate members must be either registered
students or persons retired from full-time employment.
Section 6.
Dues and fees payable in the various membership classes listed above
shall be proposed by the Executive Committee as part of the budget
submitted annually by the Committee to the Board of Directors (see
Article III, Section 8). The proposed schedule of dues and fees
shall be considered by the Board of Directors at the annual convention
and shall be determined by a majority vote of the Board members
present (see Article IV).
Section 7.
Each member of the Association shall be entitled to receive all
reports and publications of the Association, including the Eastern
Economic Journal, as they appear.
ARTICLE III Officers
Section 1.
The officers of the Association shall be: the President, the President-elect
and the Vice President. Together, with the Immediate Past-President,
the Editor of the Eastern Economic Journal, the Executive Director,
and the Treasurer, they shall comprise the voting members of the
Executive Committee of the Association, which is charged with the
continuing administration of the Association. No administrative
officer may vote, however, on a motion before the Executive Committee
or the Board of Directors that concerns that officer's appointment
to or continuation in office.
Section 2.
The President shall succeed to that office from the office of the
President-elect at the conclusion of the Annual Convention. The
term of the office will be (approximately) one year. The President-elect
and the Vice President shall serve comparable terms and shall be
elected by the membership of the Association as hereinafter provided.
Section 3.
The election of officers shall be conducted by a mail ballot of
the individual members. The President, upon assumption of office,
shall appoint a Nominating Committee consisting of from 3 to 5 members
in good standing and shall name its Chair. The Nominating Committee
shall submit one name each for the offices of President-elect and
Vice President and a suitable slate of candidates for the Board
of Directors. This slate shall be subject to the approval of the
Executive Committee, with three negative votes being required to
overturn a nomination. The Nominating Committee will seek the consent
of the members whom they have proposed before the ballot is mailed.
Candidates may be nominated by the membership. Such nominations
will be sent to the Chairman of the Nominating Committee by December
1 in the form of a nominating letter signed by thirty (30) members
in good standing accompanied by a statement on the part of the proposed
candidate that he/she is willing to serve. Such nominations will
be in addition to the slate proposed by the Nominating Committee.
Ballots shall be mailed out by February 1 to those members in good
standing at the end of the prior year, and ballots must be returned
by March 1 or one week before the annual Association meeting, whichever
is earlier. The ballots shall leave space for members to write in
candidates of their choice.
Section 4.
In the event that no candidate receives a majority of the votes
cast, a run-off election shall be held if there are more than two
candidates. If the vote is a tie between two candidates, the President
shall arrange a conference call with the two candidates and decide
the issue by the toss of a coin. No one who has served a full term
as President shall be eligible for election to the office of President-elect.
Section 5.
The President shall be the principal executive officer of the Association
and its official spokesperson in dealing with other organizations,
the media and the general public. The President shall exercise general
supervision over all the activities of the Association and shall
preside at all meetings of the Association and of the Executive
Committee. He or she shall appoint such committees as may be necessary
for the conduct of Association business during the term of office.
The President shall also, where necessary, appoint a recording secretary
and a parliamentarian for meetings of the Association and its committees.
Section 6.
The President-elect shall assume the powers of the President in
the event that the President shall be absent from an official function.
The President-elect shall be a member of the Program Committee for
the Annual Convention.
Section 7.
The Vice President shall be a member of the Executive Committee
and shall have chief responsibility for the arrangement of the program
at the Association's annual convention and shall arrange all plenary
sessions.
Section 8.
The President shall instruct the Executive Director and Treasurer
to prepare a budget in consultation with the Executive Committee
and shall present said budget to the Board of Directors for approval
at the annual convention.
ARTICLE IV The Board of Directors
Section 1.
The Board of Directors shall be the chief governing body of the
Association and shall consist of the Executive Committee and six
elected members. All members of the Board of Directors shall be
members of the Association in good standing. The elected members
of the Board shall be elected by means of the annual mail ballot
described in Article III, Section 3. The term of office of elected
members of the Board shall be three years and shall commence immediately
after the annual convention. The terms of the office of the elected
member shall be so arranged that only two members will normally
be scheduled to complete their term in a single year.
Section 2.
The Board of Directors shall meet annually at the Association's
convention. It can be called into extraordinary session at the behest
of the Executive Committee. Thirty days notice of such a meeting
is desirable and an agenda for that meeting must be received by
members prior to the actual meeting. Minutes of meetings will be
kept in the Executive Office (see Article V) and will be distributed
to all members of the Board within thirty (30) days after the meeting.
Forty percent of the Board shall constitute a quorum.
Section 3.
It shall be the responsibility of the Board of Directors to approve
or amend recommendations made to it by the President and/or Executive
Committee on all matters pertaining to the operation of the Association.
These matters include the scheduling of the annual convention and
business meetings; formulating the policies to be followed in the
conduct of the convention; determining the annual dues to be charged
to individual classes of members, and all fees; and approval of
the annual budget. The Board shall also be empowered to arrange
for any additional activities or reports which it may deem necessary.
The Board may arrange for external inspection of the books of the
Association and do whatever else is necessary to fulfill the intents
and purposes of the Association.
Section 4.
An express responsibility of the Board is to exercise general supervision
over the publications of the Association. All regular publications
of the Association may be reviewed by a sub-committee of the Board
which may call upon the Editor and the Editorial Board for information
with regard to such publications.
Section 5.
The Board shall review each year the procedures used by the Executive
Director for handling current financial transactions as well as
the accounting procedures which are followed.
Section 6.
Residual powers of the Association shall rest with the membership.
Any action of the Board may be countermanded by a majority vote
of all members in good standing by mail ballot. Such ballot may
be initiated by the President or by a petition signed by twenty-five
(25) members in good standing.
ARTICLE V Administrative Officers
Section 1.
There shall be three Administrative Officers of the Association:
the Executive Director, the Editor of the Eastern Economic Journal,
and the Treasurer. They shall be appointed by the Board of Directors
for original terms of up to five (5) years. After consultation with
the Board of Directors and providing for an orderly transition,
their services may be terminated at any time should either party
become dissatisfied, or may be renewed for a period of up to five
years.
Section 2.
The Executive Director shall be the chief staff officer of the Association.
The duties of the Executive Director will include the supervision
of the operation of the executive offices of the Association and
the organization of the annual conference. The staff of the executive
offices shall keep the records and financial accounts of the Association,
shall maintain up-to-date mailing and membership lists, shall administer
mail ballots and other communications with the membership, and shall
process the correspondence of the Association. It shall also conduct
the Association's business arrangements relating to the Association's
publications. The Executive Director is empowered to make disbursements
in accordance with the prescriptions of the Executive Committee
and the Board of Directors. If the Board deems it desirable, the
Board shall arrange to have the Executive Director bonded at the
Association's expense.
Section 3.
The Editor shall be the chief operational officer of the Eastern
Economic Journal (see Article VIII).
Section 4.
The Treasurer shall be responsible to the Board for oversight of
the financial affairs of the Association. The Treasurer shall receive
income and asset statements from the Executive Director no later
than June 30th and December 30th of each year. The Treasurer shall
receive a quarterly record of the receipts and disbursements of
the Association. The Treasurer shall manage the assets of the Association,
under guidelines provided by the Board of Directors and Executive
Committee. The Board may request such financial reports and recommendations
from the Treasurer as it deems necessary and prudent.
ARTICLE VI Incapacitation and
Recall
Section 1.
In the event of incapacitation through death, serious illness or
other causes an elected officer, elected member of the Board or
administrative officer, the Executive Committee shall use its discretion
in appointing a substitute for the balance of the year prior to
the next election.
Section 2.
In the event of the death illness, or inability to serve of the
President, the President-elect shall assume the office and, if more
than six months remain in the year of the office, a new election
shall be held for President--elect. A new election for President-elect
shall be held in the event of the incapacitation or death of the
holder of that office when more than six months remain in the year
of office. If less than six months remain in the year of office,
the Vice President shall assume the vacancy and retain his/her elected
office. In the event of the incapacitation of the Vice-President,
the President--elect shall assume major responsibility for the program
for the annual convention. Any person appointed to the Executive
Committee shall not hold the title of the incapacitated officer.
Section 3.
Elected and administrative officers of the Association shall be
subject to recall as are all members of the Board of Directors.
The recall process shall require the initiation of recall by a majority
vote of the Executive Committee or by a petition signed by fifty
(50) members in good standing. Recall shall require a majority vote
of all individual members in good standing in a mail ballot.
ARTICLE VII The Eastern Economic
Journal
Section 1.
The Eastern Economic Journal will be published by the Association.
The editor is the responsible officer and will be assisted by two
associate editors and an Editorial Board of at least nine members.
The members of the Editorial Board shall have three-year terms which
overlap so that three new members will be appointed (or reappointed)
each year. Prospective members of the Editorial Board shall be selected
by the Editor and appointed by the Board of Directors.
Section 2.
The Editor is responsible for the selection of articles for and
the editing of the Eastern Economic Journal. The Editor shall implement
the editorial policy for the Journal. The Editor shall be appointed
for an original term of up to five years (see Article V, Section
1).
Section 3.
The Editorial Board shall provide much of the effort needed for
constructive refereeing of articles submitted to the Journal. It
shall meet at the annual convention. These meetings will be chaired
by the Editor and one item on the agenda will be any proposed changes
to the existing statement of policy of the Journal. The Editor will
report on these meetings to the Board of Directors which will consider
ratification of any changes in the policy statement approved by
the Editorial Board.
ARTICLE VIII Area Representatives
Section 1.
Upon assuming office the President shall appoint members in good
standing to be Area Representatives who will advance the Association
membership and activities in their areas, and also improve communications
between their areas and the offices and officers of the Association.
Area Representatives shall serve for one year but may be reappointed.
ARTICLE IX Meetings
Section 1.
There shall be an annual meeting of the members of the Association
at the annual convention. Thirty days notice of such meeting shall
be provided. Section 2.
Special meetings of the Association may be called by the Board of
Directors. Thirty days notice of such a meeting shall be provided
and an agenda shall be sent to all members in good standing prior
to the meeting. Section 3.
A quorum for either a regular or a special meeting of members shall
consist of thirty (30) members in good standing.
ARTICLE X Parliamentary Authority
Section 1.
Robert's Rules of Order (revised) shall be the authority in all
questions of procedure in meetings not covered expressly by the
Bylaws.
ARTICLE XI Amendments
Section 1.
These Bylaws may be amended by a two-thirds vote of all members
in the annual mail ballot. A copy of the proposed amendments shall
have been distributed to members at least one month in advance of
the mail ballot.
ARTICLE XII Honors
Section 1.
The Association shall recognize outstanding contributions to the
field of economics and the economics profession by granting honors
in whatever manner shall be appropriate.
Section 2.
Honorary members shall be nominated by the Executive Committee and
elected by a majority vote of the Board of Directors. Honorary members
shall comprise those people who have made outstanding contributions
to the discipline of economics and/or the Association. Honorary
members shall pay no dues and shall be entitled to all the privileges
of full membership. The number of honorary members shall not exceed
three percent of the Association's membership.
Section 3.
Emeritus Board Members, who are former Board Members and Officers
of the Association, may be named by a majority vote of the Board
of Directors. They shall continue to pay membership dues, unless
life members, and may participate in annual meetings of the Board
as non-voting members and may serve on committees established by
the Board. One year must elapse between the expiration of membership
on the Board and consideration as an Emeritus Board member.
ARTICLE XIII Dissolution
Section 1.
Upon the dissolution of the Association, the Executive Committee,
after paying or making provision for payment of all the liabilities
of the Association, shall dispose of the assets of the Association,
exclusively for the purpose of the Association in such a manner,
or to such an organization or organizations organized and operated
exclusively for charitable, educational, religious, or scientific
purposes as shall at that time qualify as exempt organizations under
Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue
Law), as the Executive Committee shall determine.
ARTICLE XIV Indemnification
Section 1.
The Association will indemnify any and all Directors or Officers
in actions by or in the right of the Association to procure a judgement
in its favor in accordance with the Not-for-Profit Corporation Law
Sections 720a – through to and including 726.
ARTICLE XV Discrimination
Prohibited
Section 1.
In administering its affairs, the Association shall not discriminate
against any person on the basis of race, creed, color, religion,
veteran’s status, national or ethnic origin, sex, handicap or age.
Section 2.
In interpreting these By-Laws, all masculine references shall be
deemed to refer equally to the feminine gender.
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