Original By-Laws BY-LAWS OF THE SOCIETY OF FINANCIAL STUDIES ARTICLE
I
SECTION 2.2 OTHER OFFICES. The Council may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business, whether within or outside the State of California. ARTICLE
III SECTION 3.1 STRUCTURE. Purpose.
The Founding Committee shall assist in establishing
the Corporation for the purpose of promoting and
disseminating research in financial economics
and to publish the Review of Financial Studies
(hereinafter referred to as the "Journal").
Founding
Member Educational Institution Capitalization.
Each member of the Founding Committee shall make
a non-interest bearing loan to the Corporation
of One Thousand Six Hundred Sixty-Seven Dollars
($1,667.00). Such loans shall serve as the initial
capitalization of the Corporation and shall be
repaid by the Corporation on a pro rata basis
at such time or times as the Corporation is financially
capable as determined by the Council. ARTICLE
IV SECTION
4.1: CLASSES OF MEMBERS. SECTION
4.3 VOTING AND ATTENDANCE RIGHTS. Membership
Meetings. Administrative Members and Regular Members
are the only members of the Corporation entitled
to attend membership meetings. Place
of Meetings. Meetings of the Voting Members shall
be held at any place within or without the State
of California designated by the Council. In the
absence of any such designation, meetings of the
Voting Members shall be held at the principal
executive office of the Corporation. Notice
of Members' Meetings. Notice of Certain Agenda Items. Notwithstanding paragraph (i) hereof, if the action proposed to be taken at any meeting of Voting Members for approval includes any of the proposals hereinafter listed, the notice shall state the general nature of the proposal. Action by the Voting Members on the proposals hereinafter listed is invalid unless the notice states the general nature of the proposal. The proposals which must be described in the notice are as follows: Removing a Councillor for cause Filling vacancies on the Council by the Voting Members; Amending the Articles of Incorporation; or Voluntarily dissolving the Corporation. Manner of Giving Notice. Notice of any meeting of Voting Members shall be given either personally or by first-class mail, telegraphic or other written communications, charges prepaid, addressed to each Voting Member either at the address of that Voting Member appearing on the books of the Corporation or the address given by the Voting Member to the Corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. Affidavit
of Mailing Notice. An affidavit of the mailing
or other means of giving notice of any meeting
of the Voting Members may be executed by the Secretary,
Assistant Secretary, or any other officer of the
Corporation giving the notice, and if so executed,
shall be filed and maintained in the minute book
of the Corporation. Such affidavit shall be prima
facie evidence of the giving of the notice. Waiver of Notice. The transactions of any meeting of Voting Members, either annual or special, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present in person, and if, either before or after the meeting, each person entitled to vote, who was not present in person, signs a written waiver of notice or a consent to the holding of such meeting, or a written approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of Voting Members, except that if action is taken, or proposed to be taken, for approval of any of those matters specified in subsection (d) (ii) hereof, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the records of the Corporation or made a part of the minutes of the meeting. In addition, attendance by a person at a meeting shall constitute a waiver of notice of such meeting, except (1) when the person objects, at the beginning of the meeting, to the transaction of any business due to the inadequacy or illegality of the notice, and (2) that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by subsection (d) (ii) hereof to be included in the notice but not so included, if such objection is expressly made at the meeting. Conduct of Meetings. Meetings of Voting Members shall be presided over by the President of the Corporation, or in his absence by any Vice President, or, in the absence of both, by a Voting Member of the Corporation chosen by a majority of the Voting Members present. The Secretary of the Corporation shall act as Secretary of the meeting. In the absence of the Secretary, the presiding Officer shall appoint a person to act as Secretary of the meeting. Voting. Manner of Casting Votes. Voting may be by voice or ballot, provided that any election of Councillors must be by secret ballot if more than one person is nominated for any given place on the Council. Cumulative Voting. A Voting Member may not cumulate votes for the election of Councillors. Each Voting Member shall be entitled to one vote on each matter submitted to a vote of members, including election of Councillors. Majority
Vote. If a quorum is present, the affirmative
vote of a majority of the Voting Members represented
at the meeting entitled to one vote on each matter,
including, but not limited to, the election of
Councillors, shall be the act of the Voting Members,
unless the vote of a greater number is required
by the California Corporations Code. SECTION 4.5 ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Quorum
Requirements. Approval by written ballot pursuant
to this Section 4.5 shall be valid only when the
number of votes cast by ballot within the time
period specified equals or exceeds the quorum
required to be present at a meeting authorizing
the action, and the number of approvals equals
or exceeds the number of votes that would be required
for approval at a meeting at which the total number
of votes cast was the same as the number of votes
cast by ballot. ARTICLE
V Number.
The number of Councillors of the Corporation shall
be no less than fifteen (15) and no more than
forty (40); provided, however, that under no circumstances
may more than forty-nine percent (49%) of the
Councillors be "interested persons."
Each Councillor shall be a member of a Committee
of this Corporation known as the "Council".
For the purposes of this Section 5.1, an "interested
person" means either: Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any person described in subsection (i) hereof. Members.
The following shall be Councillors of this Corporation
and in the aggregate shall constitute the Council
of this Corporation : The Executive Editor of the Journal; The Editors of the Journal; and The Associate Editors of the Journal. SECTION 5. 2 APPOINTMENT OF COUNCILLORS. The initial Councillors shall be appointed by the Founding Committee; thereafter, any vacancies shall be filled in accordance with the various applicable sections hereof. SECTION 5.3 TERMS OF OFFICE. The Officers of the Corporation shall serve for those terms specified in Section 6.2 hereof. The Executive Editor, Editors and Associate Editors shall serve for those terms. specified in Sections 7.2 (b) , 7.3 (b) and 7.4(b) hereof, respectively. SECTION 5.4 VACANCIES. Events
Causing Vacancy. A vacancy or vacancies in the
Council shall be deemed to exist upon the occurrence
of the following: A Councillor no longer serving the Corporation in one of the capacities listed in subsections (b)(i) through (b)(iv) of Section 5.1 hereof, except that Editors and Associate Editors who are removed pursuant to Sections 7.3(c) and 7.4(c) hereof, respectively, shall remain Councillors until the expiration of the term for which such removed Editor or Associate Editor was elected or appointed, as the case may be; The declaration by resolution of the Council of a vacancy in the office of any Councillor who has been removed for Cause as provided for in subsection (c) hereof; An increase in the authorized number of Councillors; or The failure of the Council or the Voting Members, at any meeting of the Council or Voting Members at which any Councillor or Councillors are to be elected, to elect the number of Councillors to be elected at such meeting. For purposes of this subdivision (a), if a Councillor has been declared of unsound mind by a final Order of any court, convicted of a felony or been found by final Order of any court to have breached a duty under the above-described Article 3 and the Council does not declare a vacancy in the office of a Councillor within thirty (30) days after such court order becomes final, then any Councillor may file a complaint with the Superior Court of the proper County to remove such Councillor from office. Resignations. Except as otherwise provided in this subsection (b), any Councillor may resign. Such resignation shall be effective upon such Councillor giving written notice to the Chairman of the Council, the President, the Secretary or the Council, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Councillor is effective at a future time, the Council may elect a successor to take office when the resignation becomes effective. No Councillor may resign when the Corporation would then be left without a duly elected Councillor in charge of its affairs. Removal by Council for Cause. Any Councillor maybe removed for cause at any time by a resolution duly adopted by two-thirds (2/3) of the Council at a special meeting of the Council, called for that purpose and duly noticed. A Council Member may be removed for cause if such Council Member has been declared of unsound mind by a final order of any court, been convicted of a felony, been found by final Order of any court to have breached a duty under Article 3, Chapter 7, Part 2 of Division 2 of the California Corporations Code (Sections 5230 through 523 8), or been determined by the Council to have failed to perform his or her corporate duties ("Cause") . Whenever a Councillor is removed for Cause , the Secretary shall give written notice of such removal to such Councillor. Removal of any Officer of the Corporation or member of the Board of Editors for Cause, will also serve as the removal of such individual from the Council. Vacancies Filled by Councillors. Any vacancy existing in the Council for whatever reason shall be filled by a majority of the Councillors then in office, whether or not less than a quorum, or by the sole remaining Councillor. The person filling such a vacancy shall hold office as a Councillor until the expiration of the term of office of the Councillor whose vacancy he is selected to fill and a successor has been elected and qualified. No Vacancy on Reduction of Number of Councillors. No reduction of the authorized number of Councillors shall have the effect of removing any Councillor before that Councillor's term of office expires. SECTION 5.5 POWERS. General Corporate Powers. Subject to the provisions of the California Non-Profit Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the Voting Members, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Council, including, but not limited to, control over the Board of Editors and the publication of the Journal. Specific
Powers. Without prejudice to the aforementioned
general powers, and subject to the same limitations,
the Councillors shall have the power to: Establish the policies of the Corporation. Adopt rules and regulations, consistent these Bylaws, for the guidance of, and the management of, the affairs of the Corporation. Select and remove all officers, agents and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these Bylaws; and fix their compensation. Change the principal executive office or the principal business office of the Corporation in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting of members, Voting or otherwise, including the annual meeting of Voting Members described in Section 4.4(b) hereof. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Corporation's purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities. Establish, in addition to the standing committees hereinafter provided for, such committees as the Council may deem necessary or desirable and fix the duties and powers of said other committees.
The
Councillors shall: Cause to be kept open to the inspection of any person entitled thereto and making proper demand thereof, a book of minutes of all meetings of the Council, and adequate and correct books of account of the properties and business transactions of the Corporation, all in the form prescribed by law and showing the details required by law. Meet at such times and places as required by these Bylaws.
Place of Meetings; Meetings by Telephone. Regular meetings of the Council may be held at any place within or outside the State of California that has been designated from time to time by resolution of the Council. In the absence of such designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Council shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the Corporation. Notwithstanding the above provisions of this subsection (a), a regular or special meeting of the Council may be held at any place consented to in writing by all the members of the Council either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Councillors participating in the meeting can hear one another, and all such Councillors shall be deemed to be present in person at such meeting. Organizational Meeting. Immediately before each annual meeting of Voting Members, at the same place where said annual meeting of Voting Members was held, the Council shall hold a regular meeting for the purpose of organization, election of Editors and Associate Editors and the transaction of such other business as may properly come before the meeting. Notice of this meeting shall not be required. Other Regular Meetings.Other regular meetings of the Council shall be held at such time as shall from time to time be fixed by the Council. Such regular meetings may be held without notice. Special Meetings. Authority to Call. Special meetings of the Council for any purpose may be called at anytime by the Chairman of the Council or the President. Such call shall be in writing and filed with the Secretary of the Corporation. Notice Manner of Giving. Notice of the time and place of special meetings shall be given to each Councillor by one of the following methods: (I) by personal delivery or written notice; (II) by first-class mail, postage prepaid; (III) by telephone communication, either directly to the Councillor or to a person at the Councillor's office who would reasonably be expected to communicate such notice promptly to the Councillor; or (IV) by telegram, charges prepaid. All such notices shall be given or sent to the Councillor's address or directed at the Councillor's telephone number as shown on the records of the Corporation. Time Requirements. Notices sent by first-class mail shall be deposited into a United States mail box at least ten (10) days before the time set for the meeting. Notices given by personal delivery, telephone or telegraph shall be delivered, telephoned, or given to the telegraph company at least seven (7) days before the time set for the meeting. Notwithstanding the foregoing, with respect to a special meeting called to amend the Articles of Incorporation or these Bylaws, the notice shall be given, no matter by what means, at least ten (10) days before the time set for the meeting. Notice Contents. The notice shall state the time and place for the meeting. However, it need not specify the purpose of the meeting, except that where one of the purposes of the meeting is the amendment of the Articles of Incorporation or these Bylaws, the notice shall so indicate. Quorum. One-fifth (1/5) of the authorized number of Councillors shall constitute a quorum for the transaction of business, except to adjourn as provided in subsection (h) of this Section 5.7. Every act or dation Law, including, but not limited to, those provisions relating to (i ) approval of contracts or transactions in which a Councillor has a direct or indirect material financial interest, and (ii) appointment of committees. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Councillors, if any action taken is approved by at least a majority of the required quorum for such meeting. Waiver of Notice. The transactions of any meeting of the Council, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, and either before or after the meeting, each of the Councillors not present signs a written waiver of notice, a written consent to holding the meeting or a written approval of the minutes with respect to such meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the records of this Corporation or made a part of the minutes of the meeting. Waiver of notice of a meeting shall also be deemed given by any Councillor who attends the meeting without protesting prior thereto or at its commencement about the lack of adequate notice. Conduct of Meetings. Meetings of Councillors shall be presided over by the Chairman of the Council, or if the Corporation does not have a Chairman, the President of the Corporation, or in his absence, by the Vice President, or, in the absence of both, by a Councillor chosen by a majority of the Councillors present. The Secretary of the Corporation shall act as Secretary of the meeting. In the absence of the Secretary, the presiding officer shall appoint any Councillor present at the meeting to act as Secretary thereof. Adjournment. A majority of the Councillors present at a meeting, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours. In such event, before the adjourned meeting may resume notice of the time and place for resumption of the adjourned meeting shall be given in accordance with subsection (d) (ii) of this, Section 5.7 to the Councillors who were not present at the time of the adjournment.
SECTION 5.9 FEES AND COMPENSATION OF COUNCILLORS. Councillors shall serve without compensation for any services rendered by them to the Corporation in their capacity as a Councillor; provided, however, that any Councillor may receive reimbursement from the Corporation for reasonable expenses incurred by such Councillor in his capacity as a Councillor. SECTION 5.10 LIMITATION. A person who is a Councillor of the Corporation shall not solicit services from the Corporation through any procedure or means which would not beavailable to such person were he not a Councillor; and the Corporation shall not, in providing services or purchasing services, equipment or other supplies, give preferential treatment to any person by reason of the fact that such person is a Councillor, or a relative of a Councillor of this Corporation as defined in Section 5.1(a) (ii) hereof. In determining whether a majority of the Councillors approve the Corporation entering into any transaction in which a Councillor, or a relative of a Councillor , as defined in said Section 5.1(a)(ii), has a material financial interest, the material facts of the transaction and the Councillor's interest therein shall be fully disclosed to the Council prior to the approval thereof and the vote of such interested Councillor shall not be taken into account in determining whether the Council has approved such transaction. SECTION 5.11 FREEDOM FROM LIABILITY. No Councillor of the Corporation shall be personally liable for any of the debts, liabilities or obligations of the Corporation. ARTICLE
VI SECTION 6.2 QUALIFICATIONS, ELECTION, TERM OF OFFICE AND VACANCIES. The initial officers of the Corporation shall be selected by the Founding Committee as specified in Section 3.1(d) hereof. Each officer shall serve for a three (3) year term or until (1) his successor is elected, (2) his resignation, or (3) his removal at the pleasure of the Council, whichever shall firstoccur. Notwithstanding the foregoing, the first term of theSecretary and/or Chief Financial Officer shall be for four (4) years. Thereafter, each term of the Secretary and the ChiefFinancial Officer shall each be for a period of three (3) years. Vacancies among the officers shall be filled by the Council. Individuals selected to fill a vacancy as an officer of the Corporation shall hold such office until his successor is duly elected and qualified, until his earlier resignation or until removed by the Council. No individual may be elected as President or as a Vice President more than once. There is no limit on the number of terms an individual may serve as the Secretary and/or Chief Financial Officer. The Executive Editor may not simultaneously be an officer of the Corporation, but all other members of the Board of Editors may simultaneously be an officer of the Corporation. SECTION 6.3 SUBORDINATE OFFICERS. The Council may appoint, and may authorize the President or another officer to appoint, such other officers for the Corporation as its business may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties as may be specified in these Bylaws or determined from time to time by the Council. SECTION 6.4 REMOVAL OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed for Cause, as defined in Section 5.4(c) hereof, by a resolution duly adopted by the Council. SECTION 6.5 RESIGNATION OF OFFICERS. Any officer may resign at any time by giving written notice to the Council. Any such resignation shall be effective as of the giving of such written notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party. SECTION 6.6 RESPONSIBILITIES OF OFFICERS.
President. Subject to such supervisory powers, if any, as may be given by the Council to the Chairman thereof, if there be one, the President shall, subject to the control of the Council,, generally supervise, direct and control the business and the officers of the Corporation. He shall preside at all meetings of the Council in the absence of the Chairman of the Council, or if there be none, and at all meetings of the members and at all meetings of the Executive Committee, if there be one. He shall have such other powers and duties as may be prescribed by the Council or these Bylaws, which may include, but shall not be limited to, the following: the power to execute all agreements with governmental agencies for funding of the Corporation and all leases of real property; and the power, with the approval of the Council, to appoint the chairpersons of all committees, except the Executive Committee. He shall also be a member, ex-officio with vote, of all standing committees (except that the President may designate a Vice President to be a member, ex-officio with vote, of any standing committee, in place of the President); and perform such other duties as may be required of him by these Bylaws. Vice Presidents. The Corporation shall have one Vice President and such additional Vice Presidents as the Council may determine in its discretion. In the absence or disability of the President, the Vice President, or if more than one, in order of their rank as fixed by the Council or, if not ranked, the Vice President designated by the Council, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Council. Secretary.
The Secretary shall be responsible for the following:
Membership Records. The Secretary shall keep, or cause to be kept, at the principal executive office, as determined by resolution of the Council, a record of the corporate members, showing the names of all members and their addresses. Notices, Seal and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Council required to be given by these Bylaws. The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by law, tire Council, the Articles of Incorporation or these Bylaws. Chief
Financial Officer. The Chief Financial Officer
shall attend to the following: Deposit and Disbursement of Money and Valuables. The Chief Financial Officer shall deposit all moneys and other valuables in the name of, and to the credit of, the Corporation with such depositories as may be designated by the Council; shall disburse the funds of the Corporation as may be ordered by the Council; shall render to the President and the Councillors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation; and shall have other powers and perform such other duties as may be prescribed by the Council or these Bylaws. Delegation of Duties. The Chief Financial Officer may delegate all or part of his duties to such other officer of the Corporation as the Chief Financial officer may from time to time designate in writing. ARTICLE
VII The Executive Editor; The Editors; and The Associate Editors. Members of the Founding Committee are eligible to serve on the Board of Editors. SECTION 7.2 THE EXECUTIVE EDITOR.
Qualifications, Election, Term of office and Vacancies. The initial Executive Editor shall be selected by theFounding Committee as specified in Section 3.1(d) hereof. Thereafter, each subsequent Executive Editor shall be appointed by the Nominating Committee as provided for in Section 8.1(b)(ii) hereof. Each Executive Edito= r shall serve for a three (3) year term or until (1) his successor is elected, (2) his resignation, or (3) his removal by a two-thirds (2/3) vote of the Council as provided for in Section 7.2(c) hereof, whichever first occurs. No individual may serve more than two (2) successive terms as Executive Editor. Removal. The Executive Editor may be removed for Cause as defined in Section 5.4(c) hereof, resolution duly adopted by the Council. The Executive Editor shall not be allowed to vote with respect to his or her removal. Resignation. The Executive Editor may resign at any time by giving written notice to the Council. Any such resignation shall be effective as of the giving of such written notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the Executive Editor is a party. SECTION 7.3 EDITORS.
Qualifications, Election, Term of Office and Vacancies. The initial four (4) Editors of the Board of Editors shall be selected by the Founding Committee pursuant to Section 3.1(d) hereof. The four (4) initial Editors selected by the Founding Committee shall serve for a term of either two (2) , three (3) or four (4) years with the length of the term of each initial Editor to be determined by the Founding Committee. Should the Executive Editor select an additional Editor to be a member of the initial Editors, the term of such additional Editor shall be determined by the Executive Committee, but may not exceed four (4) years. Following the expiration of each term of the initial Editors, each Editor elected thereafter shall serve for a term of three (3) years. The term of those Editors appointed by the Executive Editor, other than an initial Editor appointed by the Executive Editor, shall terminate upon the expiration of the term of the Executive Editor who appointed them. The Nominating Committee shall nominate candidates for the four (4) Editor positions and any Councillor whose membership on the Council has not then expired ("Continuing Member") may nominate one (1) or more candidates for such positions. Election of the candidatesnominated shall be by secret ballot by the Continuing Members. Each Continuing Member shall have one (1) vote for each available Editor position. Removal. Any Editor may be removed for unsatisfactorily performance, as compared to failure to perform which constitutes Cause, at any time by a two-thirds (2/3) vote of the Council. Such Editor shall not be allowed to vote with respect to his or her removal. An Editor who has been removed for unsatisfactory performance pursuant to the provisions hereof, shall remain a Councillor for the remainder of the term for which he or she was elected or appointed as an Editor. Resignation. Any Editor may resign at any time by giving written notice to the Council. Any such resignation shall be effective as of the giving of such written notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which such Editor is a party. SECTION 7.4 ASSOCIATE EDITORS.
Qualifications, Election, Term of Office and Vacancies. The initial eighteen (18) Associate Editors shall be selected by the Founding Committee pursuant to Section 3.1(d) hereof. The initial eighteen (18) Associate Editors selected by the Founding Committee shall serve for a term of either two (2), three (3) or four (4) years. The length of the term of each initial Associate Editor shall be determined by the Founding Committee. Should the Executive Editor select one (1) or more (but not to exceed four (4)) additional initial Associate Editors, the term of each such additional initial Associate Editors shall be determined by the Executive Committee, but may not exceed four ( 4) years. Following the expiration of each term of the initial Associate Editors, each Associate Editor elected thereafter shall serve for a term of three (3) years. The Nominating Committee shall nominate candidates for each vacant position of Associate Editor and any Continuing Member of the Council may nominate one (1) or more candidates for each such position. Election of the candidates nominated shall be by secret ballot by the Continuing Members of the Council. Each Continuing Member of the Council shall have one (1) vote for each available Associate Editor position. The term of those Associate Editors appointed by the Executive Editor, other than those Associate Editors appointed by the Executive Editor as an initial Associate Editor, shall terminate upon the expiration of the term of the Executive Editor who appointed them. Removal. Any Associate Editor may be removed forunsatisfactory performance, even though such unsatisfactory performance does not constitute cause, at any time by a two- thirds (2/3) vote of the Executive Editor and Editors. An Associate Editor who has been removed for unsatisfactory performance pursuant to the provisions hereof shall remain a Councillor for the remainder of the term for which he was elected or appointed as an Associate Editor. Resignation. Any Associate Editor may resign at any time by giving written notice to the Council. Any such resignation shall be effective as of the giving of such written notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the Associate Editor is a party. ARTICLE
VIII
Subject to any limitation contained inthe California Nonprofit Corporation Law, the Executive Committee shall have the full powers of the Council between meetings of the Council, whether regular or special, except that the Executive Committee may not remove any Council member. All actions taken by the Executive Committee shall be reported at the next meeting of the Council. Meetings of the Executive Committee shall be held at the call of the President or any other member of the Committee. Nominating
Committee. The Nominating Committee shall appoint all Executive Editors of the Journal other than the initial Executive Editor. The Nominating Committee shall have the responsibility to seek out and select qualified candidates for presentation and election as Editors, Associate Editors and Officers of the Corporation. There is no presumption that the Nominating Committee shall refrain from nominating its own members. The Nominating Committee shall meet periodically throughout the year to assure that the officers and Board of Editors will have continuity of experienced leadership. The Nominating Committee shall nominate candidates in sufficient numbers to fill any vacancies then existing. The
Nominating Committee's slate of candidates for
any election of officers by the Voting Members
shall be filed with the Secretary at least thirty
(30) days before the date of such annual meeting.
The Secretary shall, in turn, forward to each
Voting Member, at least twenty (20) days before
the date of any election of officers, and with
the notice of meeting as required by Section 4.4(d)(i)
hereof, a list of the candidates nominated by
the Nominating Committee. The Administrative Affairs Committee shall be responsible for developing the budget of the Corporation and for the monitoring of said budget and of the expenditure of corporate funds. It shall receive, examine and approve for submission to the Council, all reports of expenditures made by the Corporation and all audits of such expenditures. The Administrative Affairs Committee shall recommend to the Council a yearly budget. The Administrative Affairs Committee shall periodically review the financial position of the Corporation and shall recommend to the Council such revisions in said budget as may be necessary. No expenditures of a category not specified in the budget shall be made without the approval of the Council. The Administrative Affairs Committee shall recommend to the Council policies relating to other areas of administrative services, including the periodic review of such policies with a view towards recommending changes when appropriate. SECTION 8.2 SPECIAL COMMITTEES. In addition to the standing committees described in Section 8.1 hereof, the Council may by resolution establish any special committee which it deems necessary to accomplish the purposes of the Corporation. SECTION 8.3 ACTION OF COMMITTEES. Minutes shall be kept of each meeting of any committee and shall be filed with thecorporate records. The Council may adopt rules for the governing of any committee not inconsistent with the provisions of these Bylaws. ARTICLE
IX SECTION 9.2 MAINTENANCE OF OTHER CORPORATE RECORDS. The accounting books, records and minutes of proceedings of the Voting Members, the Council and committees of the Council, if any, shall be kept at such place or places designated by the Council, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed form. SECTION 9.3 EXECUTION OF CHECKS AND OTHER DOCUMENTS. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of, or payable to, the Corporation, shall be signed or endorsed by such person or persons, and in such manner as shall be determined, from timeto time, by resolution of the Council. The Council, except as otherwise provided in these Bylaws or by applicable law, may authorize any officer or officers, agent or agents to enter into any contracts or execute any instruments in the name of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Council or by these Bylaws, no officer, agent or employee of the Corporation shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credits, or to render it liable for any purpose or to any amount. ARTICLE
X SECTION 10.2 PARLIMENTARY PROCEDURE. The rules contained in Robert's Rules of Order, latest revision, shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with applicable law or with the Articles of Incorporation, these Bylaws or Special Rules of Order of the Corporation. SECTION 10.3 SEAL. The Corporation shall have a seal consisting of two concentric circles with the words "THE SOCIETY FOR THE PROMOTION OF FINANCIAL STUDIES", in one circle and the words and figures "INCORPORATED APRIL 27, 1987, CALIFORNIA" in the other circle. SECTION 10.4 CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes an individual, corporation, partnership or any other type of entity. SECTION 10.5 SEVERABILITY. If any provision of these Bylaws is determined by a Court of competent jurisdiction or otherwise to be illegal or invalid, these Bylaws shall be interpreted as though such illegal of invalid provision was never made a part of these Bylaws. ARTICLE
XI SECTION 11. 2 AMENDMENT BY FOUNDING COMMITTEE. Subject to the right of Voting Members under Section 11.1 hereof, these Bylaws may be amended by proposal of amendments by two-thirds (2/3) of the Founding Committee members and by a majority vote of the Council on such amendments. Members of the Founding Committee who serve concurrently on the Council shall be excluded from voting by the Council.
I, the undersigned, certify that I am the duly elected and acting Secretary of the THE SOCIETY FOR THE PROMOTION OF FINANCIAL STUDIES, a California nonprofit corporation, and that the above Bylaws, consisting of forty-four (44) pages, including the page setting forth this certificate, constitute the original Bylaws of the Corporation as adopted at the first meeting of the Council of the Corporation held on the day of 198-. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the corporate seal to these Bylaws on the dayof 198-. (SEAL] MARK I. WEINSTEIN, Secretary
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