The Institutional Foundations of Capitalism

The Institutional Foundations of Capitalism

Northwestern University & the University of Chicago
Chicago - USA
July 10-12, 2014

By laws

THE SOCIETY FOR THE ADVANCEMENT OF SOCIO-ECONOMICS BY-LAWS

ARTICLE I - NAME

The name of the corporation is The Society for the Advancement of Socio-Economics [hereinafter referred to as SASE, "the corporation," or "the organization"]

ARTICLE II - PURPOSES AND GUIDING PHILOSOPHY

The Corporation is organized, and shall be operated, exclusively for charitable, scientific, and educational purposes as may qualify it for tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986. SASE is a multidisciplinary organization, dedicated to developing social science theory, research, education, and practice in the intersections of many disciplines, including sociology, psychology, philosophy, political science, history, anthropology, management, law, and economics. A governance structure should reflect and support SASE's mission, history, and vision of the future. It should enable, not encumber, and should include, not exclude. It should provide a foundation for responsible action, accountability, and adaptability.

ARTICLE III - PROHIBITED ACTIVITIES

No part of the net earnings of the corporation shall be used for the benefit of, or be distributable to the members, director, or officers of the Corporation, except that the corporation shall have the authority to pay reasonable compensation for services actually rendered to or for the Corporation. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to, any candidate for public office. Notwithstanding any other provision of these revised By-laws or of the Articles of Incorporation of the Corporation, the Corporation shall not engage in or carry on any activities not permitted to be engaged in or carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of a future Federal income tax law) and exempt from taxation under Section 501(a) of the Internal Revenue Code of 1986 (or the corresponding provision of any future income tax law).

ARTICLE IV - OFFICES

The Corporation shall maintain such presence in Washington, D.C. as is necessary to meet the legal requirements for non-profit status, and may maintain additional offices at other places as the Executive Council chooses to designate.

ARTICLE V - MEMBERSHIP

  1. Membership. The membership of the organization shall consist of the persons who have signed the Articles of Incorporation and other persons who have paid the annual dues as determined by the Executive Council at its annual meeting.
  2. Classes. There shall be one class of members, all having equal voting powers.

ARTICLE VI - GOVERNANCE

SASE shall be governed by its Officers, an Executive Council, an Executive Committee, and a paid Executive Director. In addition, there shall be three permanent committees: an Annual Meeting Planning Committee, an Annual Meeting Program Committee, and a Nominations Committee. The President may also name such ad-hoc committees, including Annual Meeting Local Arrangements Committees, as are necessary to carry out the business of the organization.

  1. Officers. The officers of SASE are the President, the President-Elect, the Immediate Past-President, the Chairs of the Annual Meeting Program Committee, and the Chair of the Annual Meeting Local Arrangements Committee. Each shall serve for one year, except for the Chairs of the Annual Meeting Local Arrangements Committees, who shall serve from the time of appointment to the conclusion of the meeting for which they are responsible. The Nominations Committee, subject to the approval of the Executive Council, shall nominate as many as two candidates annually for the position of President-Elect, who shall be chosen by a majority of the members voting by mail or electronic ballot. With the consent of the nominee, any member may be nominated to be President-Elect by the submission of a petition signed by twenty members.. The Executive Director is responsible for tallying the votes for President-Elect, notifying the winning candidate, and reporting the results to the Executive Council. The President-Elect automatically succeeds to the office of President upon completion of his or her term as President-Elect, or when the office of President is vacant. A President-Elect who completes an unexpired term of the President shall also serve as President for the following year. The outgoing President automatically serves for one year as Immediate Past-President. The Chairs of the Annual Meeting Program Committee and the Annual Meeting Local Arrangements Committee shall be appointed by the President or President-Elect in charge of that meeting, subject to approval by the Executive Council. The terms of all officers commence at the conclusion of the annual meeting of the Executive Council.

  2. Executive Committee. The members of the Executive Committee include the President, the President-Elect, the Immediate Past-President, one member of the Executive Council chosen by the incoming President, two representatives of the Research Networks selected by the Executive Council, and the Chair of the Annual Meeting Local Arrangements Committee for that year. The Executive Director shall serve ex-officio on the Executive Committee. The Executive Committee shall carry out the strategic leadership of SASE, with the President-Elect involved in more operational matters. The Executive Committee shall be responsible for identifying the theme of the annual meeting based on a proposal by the President or President-Elect who has primary responsibility for that meeting.
  3. Executive Council. The Executive Council consists of 24 members elected at-large by mail or electronic ballot of the membership upon nomination by the Nominations Committee. Honorary Fellows of the Corporation are ex-officio (but non-voting) members of the Council, as is the Executive Director. The Chairs of the Annual Meeting Local Arrangement Committees shall also be ex-officio members of the Executive Council from the time of their appointment to the conclusion of the meeting for which they are responsible. Elected members of the Executive Council serve for three years. One-third of the Council shall be elected each year. Vacancies for unexpired terms on the Council shall be added to the regularly contested seats at the next election. The slate of nominees for the Executive Council shall have, if possible, as many as twice the number of names as vacant positions, and shall provide an opportunity for write-in votes. With the consent of the nominee, any member may be nominated for election to the Executive Council by the submission of a petition signed by ten members. The candidates with the most votes shall be elected to the Council; of those elected, the candidates with the fewest votes shall fill the unexpired term(s). The Executive Director is responsible for tallying the votes for all offices, notifying the winning candidates, and reporting the results to the Executive Council. The Executive Director shall retain all ballots for a period of one year following the election, and shall make all ballots, tallies, and other election documents available for inspection by any member at reasonable times. New members of the Council take office at the conclusion of its annual meeting, except for those filling unexpired terms, who shall take office immediately.
    The Executive Council meets during SASE's annual meeting. All decisions of the Council are by majority vote of a quorum, which consists of a majority of the elected members of the Council. Proxy voting is not permitted. At the call of the President, the Executive Council may also meet at other times by telephone or alternative electronic means. Meetings of the Executive Council are open to all SASE members. Except as provided for in these by-laws, the Executive Council shall determine its own rules of procedure. The Executive Director shall serve as secretary of annual Executive Council meetings, record the minutes, and present them to the Executive Council within 90 days of the conclusion of the Annual Meeting. Approval of the minutes shall be the first agenda item at the next annual meeting of the Executive Council.
    The Executive Council is the official policymaking and ratification body of SASE. On proposal by the Executive Committee, and after consultation with the Executive Director, the Council is responsible for choosing annual meeting locations. Ideally, a meeting location should be identified three years in advance. The Council shall also review and approve the minutes, financial report, and annual budget submitted by the Executive Director, as well as proposed changes in governance policies and practices including amendments to the by-laws; approve the slate of nominees for the election of officers and members of the Council submitted by the Nominations Committee; select the Executive Director; and establish a schedule of membership dues and dates, meeting registration fees, and rules for participation in annual meetings.
  4. Executive Director. The Executive Director is selected by the Executive Council upon recommendation by the President. The Executive Director is expected to carry out the policies defined by the Executive Council, and to serve as an ex-officio member of the Executive Council and the Executive Committee. The term of office of the Executive Director is three years, renewable at the discretion of the Executive Council. The Executive Director's performance shall be reviewed periodically by the President and the Executive Council. The Executive Director shall be paid an annual salary as agreed to by the Executive Council and subject to its annual review. The Executive Director may be employed on a part-time basis. Non-budgeted expenditures over $1,000US require approval by the President after consultation with the Executive Committee. As finances permit, the Executive Director may contract for services such as accounting, publishing, printing and mailing, and may hire clerical support as necessary. In the case of unsatisfactory performance, changes in institutional support, or changes in life circumstances, the Executive Director may terminate the appointment, or be terminated by the Executive Council. Six months' notice is normally given for all terminations. The Executive Director's duties include:
    • Working with officers, members, and committees
    • Carrying out the day-to-day operation of SASE
    • Conducting elections
    • Communicating with the membership, including timely production and distribution of newsletters, ballots, annual meeting announcements, and preliminary and final programs for the annual meeting
    • Developing membership enhancement strategies
    • Collecting annual membership and meeting dues
    • Maintaining accurate membership and financial records
    • Working with the President, the President-Elect, the Annual Meeting Program Committee, and the Annual Meeting Local Arrangements Committee to plan and administer annual meetings, including facilities arrangements and scheduling
    • Monitoring the financial status of SASE, managing the budget in a responsible manner, and presenting an annual budget and financial report to the Executive Council
    • Arranging and contracting for an external review of SASE's financial records at least once every three years
    • Maintaining SASE's historical records
    • Serving as secretary to the Executive Council and recording the minutes of its meetings
  5. Annual Meeting Program Committee. There shall be a Program Committee responsible for each Annual Meeting. The Program Committee, under the direction of the Program Chair(s), shall be responsible for organizing the program of the Annual Meeting in cooperation with the Executive Director. The Program Committee and its Chairs shall be appointed by the President or President-Elect in charge of a meeting, subject to approval by the Executive Council. The Program Committee shall consist of two program chairs, all Network organizers, and one or more representatives from the Annual Meeting Local Arrangements Committee. The President or President-Elect in charge of a meeting shall serve ex-officio as a member of the Program Committee.
  6. Annual Meeting Planning Committee. The Annual Meeting Planning Committee is responsible for identifying the location and themes of the next three annual meetings. It is also responsible for oversight of the Annual Meeting Local Arrangements Committee, and for securing funding for meeting expenses not covered by meeting registration fees. The Annual Meeting Planning Committee is chaired by the President-Elect, and is appointed by the Executive Council on recommendation of the President-Elect. The Committee should include representatives of actual and possible future host institutions, and the Chair of the Annual Meeting Local Arrangements Committee. All decisions and policies of the Annual Meeting Planning Committee are subject to review by the Executive Council.
  7. Nominations Committee. The Executive Council shall determine the size, and appoint annually the members of, the Nominations Committee. The Immediate Past President shall serve as Chair. The Nominations Committee shall prepare a slate of candidates for election to fill vacant offices. Every effort should be made to solicit from the membership the names of potential candidates. A nominee for President-Elect shall have the support, in writing, of at least two members of the Executive Council, and shall agree in writing to becoming a candidate for that office.

  8. Research Networks. SASE is organized into Research Networks, which are established by the Executive Council on the proposal of the President. Research Networks shall be re-certified by the Executive Council every three years. Each Network is chaired by a Network Organizer appointed by the President after consultation with the Network and the Executive Committee. Research Networks shall integrate and promote research, communication, and Annual Meeting organization and participation among like-minded members of SASE. All Network Organizers (or their designees) shall be members of the Annual Meeting Program Committee.

ARTICLE VII - DUTIES OF THE OFFICERS OF SASE

  1. The President. The President shall be responsible for strategic direction and institution building. The President chairs the Executive Council and the Executive Committee. The President is concerned about goals and activities of SASE and social trends relevant to SASE's purposes. His or her initiatives should promote public interest in SASE and internal enthusiasm among SASE members. The President is responsible for the organization of the Annual Meeting that marks the conclusion of his or her term of office. In all other situations not otherwise enumerated in these by-laws, the President is authorized to act for, and in the best interests of, the organization.
    The President and other officers may be removed from office by a two-thirds vote of all the members of the Executive Council, for inability or failure to carry out the duties of office in a reasonable and prudent manner and/or a serious violation of the rules or norms set forth within these by-laws. When the removal of the President is under consideration by the Executive Council, the Immediate Past-President shall preside. The Executive Council shall devise in advance the rules and procedures to be followed when considering the removal of an officer of SASE. In case of the removal or disability of both the President and President-Elect, the Immediate Past-President shall serve as Acting President until a new President and President-Elect shall be elected by the members or, in the interim, by the Executive Council.
  2. The Immediate Past-President. The Immediate Past-President serves in an advisory capacity to the President to enhance continuity in strategic direction and institution building. He or she serves on the Executive Committee and the Executive Council, on the Annual Meeting Planning Committee, as Chair of the Nominations Committee, and shall chair the annual meeting of the Executive Council in the absence of both the President and the President-Elect. He or she shall serve as Acting President if that office becomes vacant and there is no President-Elect to fill it.
  3. The President-Elect. The President-Elect, in consultation with the President, shall appoint the members of the Annual Meeting Planning and Program Committees, and shall be the Chair of the Planning Committee. The President-Elect shall be a member of the Executive Committee and the Executive Council. She or he shall preside over the Executive Council in the absence of the President. The President-Elect shall advise the President on all matters pertaining to the organization.
  4. The Chairs of the Annual Meeting Program Committee, and the Chair of the Annual Meeting Planning Committee, shall be appointed by the President or President-Elect in charge of a meeting, subject to the approval of the Executive Council, and shall serve until the conclusion of that meeting.

ARTICLE VIII - FINANCIAL REPORTS AND ANNUAL BUDGET

The Executive Director shall present an annual budget and financial report to the Executive Council at its Annual Meeting. Prior to the Annual Meeting the Executive Director shall circulate a preliminary financial report and a proposed annual budget for the next fiscal year to the Executive Committee and the Executive Council. SASE's fiscal year shall be from July 1st through June 30th. The preliminary financial report shall include an accounting of the income and expenses for the preceding year. Subsequent to the Annual Meeting, the Executive Director shall prepare a final financial report for the fiscal year and a separate report on the income and expenses related to the Annual Meeting. At least once every three years the Executive Director shall arrange and contract for an external review of SASE's financial condition, and present the results to the Executive Council.

ARTICLE IX - CORPORATE FINANCES

  1. Deposit of Funds. All funds of the corporation not otherwise employed shall be deposited in interest bearing accounts in banks, trust companies, or other investment venues, as determined by the Executive Director in consultation with the President or, if the President is not available, with the President-Elect or Immediate Past-President. All checks shall be signed by the Executive Director and shall be subject to review by the President and/or other persons designated by the Executive Committee.
  2. Conflicts of Interest. No member, officer, or employee of SASE shall contract, or participate in contracting, for any goods or services in which that member, officer, or employee has a direct or indirect beneficial interest, unless that interest is revealed to, and approved by, the Executive Council prior to the authorization and implementation of the contract.

ARTICLE X - HONORARY FELLOWS

The President, Immediate Past-President, and President-Elect serve as electors of honorary fellows. Honorary fellows are ex-officio members of the Executive Council.

ARTICLE XI - AMENDMENTS TO BY-LAWS

These by-laws may be amended, on the petition of any member of SASE, officer, or member of the Executive Council, by a majority vote of the Executive Council present and voting at its annual meeting, followed by timely ratification by mail or electronic ballot of two-thirds of the paid-up members of SASE voting on the proposed amendment(s). The full text of proposed amendments, along with appropriate information describing their need and purpose, shall be provided to each member of SASE prior to the ratification election. The Executive Director shall count the ballots and certify the defeat or ratification of all amendments. Amendments to the by-laws ratified by the membership shall take effect immediately upon certification unless a different date is specified by the Executive Council in the language of the amendment or in its enabling clause. The Executive Director shall be responsible for keeping a record of all amendments, incorporating their text into the language of these by-laws, and making available to all officers and members of SASE updated and current versions of the by-laws.

ARTICLE XII - EFFECT OF NEW BY-LAWS

These new by-laws, if adopted by the Executive Council and ratified by the members of SASE in accordance with Article XI, replace and supersede the original by-laws of the organization and the "SASE Governance Model" adopted on July 16th, 1994. They shall take effect immediately upon certification of ratification by the Executive Director.

 

Adopted by the Executive Council, 8 July 1999