Constitution

ARTICLE I
The Society is anon-profit organization under the laws of the State of Indiana by the name of International Society for Markets and Development, INC

ARTICLE II
Purpose

1. To provide a forum for exchange of ideas among those interested in markets and development in academic institutions, in government at all levels, in local through national and international agencies, in private business, and in other sectors such as non-profit organizations and foundations.

2. To encourage research focusing on a better understanding of the role of contemporary markets and marketing in socio-economic development from a diversity of perspectives.

3. To apply research findings and other contributions to the understanding of markets in development through professional seminars, conferences, publications, public seminars, and other activities proposed by the membership and approved by the Board of Directors.

ARTICLE III
Membership and Dues

1. Qualifications. Any persons who have a professional interest in the role of contemporary markets and marketing in development processes as specified in Article II, Section I, may be admitted to membership.

2. Applications. Persons desiring membership shall make written application to the Board of Directors.

3. Classes of Membership
a. Regular members shall be any persons who have professional interests in the role of markets and marketing as specified in Section I
b. Graduate student members shall be students actively enrolled in a college or university , beyond a baccalaureate degree, who is interested or engaged in the study or research of markets and/or development
c. Associate membership may be created by the Board of Directors.
4. Membership Certificates.. As provided by law, each member of the corporation shall be entitled to a certificate signed by the President and attested to the secretary certifying the membership held by him or her and such other information that may be required by law. The form and duration of such certificate shall be prescribed by the Board of Directors. Such certificates shall not be transferable.

5. Dues. The amount of any membership fees, dues and assessments applicable in the Society or to any class of membership, and the time and manner of payment thereof shall be determined by the Board of Directors.

ARTICLE IV
Voting Rights and Meetings

1. Voting Rights. All members shall be entitled to vote, and each member in good standing shall have one vote. The form of voting shall be determined by the Board of Directors. At any meeting of the Society, a majority of the members in attendance shall be required to carry any question.

2. Meetings. Meetings of the Society shall be held at a time and place determined by the Board of Directors and notice thereof shall be given to all members at least 30 days prior to such meeting. At least one regular meeting of the Board of Directors shall be held every other year. Other meetings of the Board of directors may be held at any time and place upon the call of the President of the Society.

ARTICLE V
Termination of Membership

1. Resignation. Membership in the Society may terminate by volunteer withdrawal as herein provided, or as otherwise provided in these by-laws. All rights and privileges of a member in the Society shall cease with termination of membership. Any member shall voluntarily withdraw from membership by giving writing notice of such intention to the President. Such notice shall be presented to the Board of Directors at the next succeeding meeting of the Board of Directors. Withdrawal of membership shall be effective upon fulfillment of all obligations of such member to the date of such meeting.

2. Removal of members. Any member three months in default of payment of annual dues by more than three months shall be terminated from membership, provided such member has been given notice of dues obligation, mailed to such member’s last known address or email address, at least ninety (90) days prior to termination from membership. No member who has been terminated shall be reinstated unless the full dues for the year of reinstatement have been paid in full. Such proceedings may be initiated by any member, or by the Board of Directors on its own motion.

ARTICLE VI
Governance

1. Duties and Qualifications. The business and affairs of the Society shall be managed by the Board of Directors. Each director shall be a member of the Society.

2. Board of Directors. The governance and management of the Society shall be granted to a Board of Directors consisting of the President, Vice-President (President-elect), Treasurer, immediate past President, Executive Secretary and at least two others elected by the membership.

3. One individual may hold two offices, if the Board of Directors approves such arrangement.
4. If necessary, an Advisory Council consisting of at least five (5) individuals may be appointed by the President with the approval of the Board of Directors.

ARTICLE VII
Election of Board of Directors

1. Directors. The President, Vice-President (President-elect), Treasurer and about half of the other members of the Board of Directors shall be elected bi-annually.

2. Term Limits. The President, Vice-President (President-elect), Treasurer shall be elected for a term of two years, and shall assume their duties on January 1 of the year following their election.

3. Executive Secretary. The executive Secretary shall be appointed by the Board of Directors (excluding the serving Executive Director if such person is being considered for re-appointment to such position), and shall serve a term of office designated by the Board of Directors.

4. Nomination and Voting Procedures

a. The Nominating Committee shall consist of 1) the immediate past President, who shall serve as its Chairperson; 2) two members of the Society who are not then serving as Directors, selected by the immediate past president with due consideration to such member’s experience in the affairs of the Society and regional/global location; and 3) the President-elect serving as ex-officio member.

b. The nominating committee shall be named no less than ninety (90) days prior to the bi-annual meeting of the Society, and notice of the composition s=hall be given within five (5) days thereof to all members of the Society.

c. Any voting member of the Society may submit the name or names of any member for consideration by the Nominating Committee.

d. At least sixty (60) days prior to the bi-annual meeting of the Society, the Nominating Committee shall select two nominees for each position to be filled as hereinbefore provided, and within five (5) days thereof shall advise the Executive Secretary of the names of the nominees. In the nomination process, regional/global representation shall be taken into consideration.

e. Upon receipt of the report of the Nominating Committee, but in no event less than forty-five (45) days prior to the bi-annual meeting, the Executive Secretary shall prepare a ballot, showing the names of the nominees and the last date upon which ballots may be received, and shall mail ballots to all of the members of the Society entitled to vote in such election.

f. All ballots returned to the Executive Secretary within the time limits prescribed on the ballot shall be counted by the Executive Secretary and any other member of the Board of Directors. The person receiving the highest number of votes shall be elected to the offices for which they were nominated.

g. Any vacancy arising subsequent to an election of an officer or director shall be fulfilled by the Board of Directors for the balance of the term outstanding.

ARTICLE VIII
Powers and Duties of Directors

1. The Board of Directors shall determine the policies of the Society, consistent with the Constitution and Bylaws. A majority of the Board of Directors shall constitute a quorum at any Board meeting.

2. President. The President shall be the executive head of the Society and shall perform all such duties common to such an office., such as acting as Chairperson of the Board of Directors and presiding at all meetings of the Society and Board of Directors. The President shall also have responsibility, authority, and accountability for initiating and carrying out the Society’s policies and functions.

3. Vice-President (President-elect). The Vice-President (President-elect) shall perform all the duties of the President in the President’s absence. The Vice-President (President-elect) is the de facto President-in-waiting. In consultation with the President and the Board of Directors, the Vice-President may assume responsibilities for special projects identified by the Board as serving the interest of the Society.

4. Treasurer. The Treasurer shall have oversight responsibility for the Society’s financial affairs. He or she shall approve all expenditures set from time to time by the Board of Directors and maintain the financial records of the Society. The Treasurer shall present an annual financial report to the Board of Directors and a bi-annual report to the Society at large, and shall be responsible for preparing the Society’s financial reports for the auditor and report the findings to the executive and general members. The treasurer shall present a financial report to the Executive Committee at each annual conference of the Society. The treasurer shall also be responsible for financial planning; proposing revenue generating activities and assisting the Certified Accountant selected by the Board of Directors too audit the accounts of the Society as necessary.

5. Executive Secretary. The Executive Secretary shall serve as the secretary of the Executive Committee, and record the minutes at the annual meeting and all other meetings and send them to the membership within a reasonable time. The duties of the secretary shall also include: 1) notifying members of all impending meetings with the rules specified in this document, 2) handle all correspondence related to the Society; 3) work with a Newsletter Editor to publish and distribute the ISMD Newsletter on a a quarterly basis, performing such duties and functions as shall from time to time be designated by the Board of Directors.

6. Membership Coordinator The Membership Coordinator shall be a member of the Board of Directors assigned specifically to coordinate the Society’s membership goals and the role of regional/country representatives in this process. The Coordinator shall work closely with the Executive Secretary and the Board of Directors to ensure that membership benefits are maintained. The Coordinator shall also be responsible for maintaining the Society’s website and keeping it current.

ARTICLE IX
Powers and Duties of the Board of Directors

1. Meetings. The Board of directors shall call meetings of the members of the Society to consider the subject specified in the call for meeting.
2. Quorum. A majority of the Board of Directors shall constitute a quorum at all Board of Director’s meetings.

3. Voting. Passage of any question before the Board of Directors shall occur with the affirmative vote of a majority of the members present and voting. Majority consent of all of the members of the Board of Directors shall be required for any question presented to the Board of Directors by mail, facsimile, email and any other electronic means, without a meeting.

4. Member Proposals. Proposals or suggestions regarding Society policies, made in writing by any member of the Society shall be acted upon by the Board of Directors at or before the next Scheduled meeting of the Board of Directors.

5. Conferences. The Board of Directors shall be responsible for developing a conference policy, including the number and types of conferences, and communicate its policy to the membership and Conference Committee.

6. Grants and Donations. Acceptance of any grants and donations shall be approved by the Board of Directors, provided, however, that no such grants or donations shall be accepted if contingent upon special services that are in opposition to the purpose of the Society as outline in this Articles of Incorporation.

ARTICLE X
Committees

1. Standing Committees. There shall be two standing committees of the Society: Conference Committee and Membership Committee.

2. Composition. The Board of Directors shall appoint a chairperson for each of the standing Committees and upon recommendation the appointee shall serve a term of two years. The Chairpersons so named shall invite members of the Society to serve on the Committees. Each member invited to serve on a standing committee shall be approved by the Board of Directors. At least one member of the Board of Directors besides the Chairperson shall serve on any Standing committee.

3. Standing Committee Duties

a. Conference Committee. The conference Committee shall be responsible for carrying out the conference policy of the Society. It shall plan the bi-annual conferences and any other conferences that it deems appropriate and in the interest of the Society. Conferences other than the bi-annual meetings shall require the approval of the Board of Directors. It shall be responsible for coordinating the editorial, publication and business functions of the conference proceedings. The Chairman of the Conference Committee at the time of a conference shall serve as Program Chair of the conference.
b. Membership Committee. The membership committee shall be responsible for developing and implementing strategies and procedures for recruiting qualified members for the Society.

4. Other Committees. The Board of Directors is authorized to appoint such other committees as may be deemed necessary and to define the duties of such committees.

ARTICLE XI
The Advisory Council

1. Members. The members of the Advisory council shall, insofar as possible, represent the varying professional interests and international representation within the Society. No member of the Council shall concurrently hold office within the Society or serve as Executive Secretary.

2. Appointment and Term of Office. The Advisory Council shall consist of at least six Members, each of whom will serve a term of six (6) years, the beginning and ending dates of said term in office to coincide with the terms of the elected officers of the Society. One third of the membership shall be appointed bi-annually by the Board of Directors, provided however, that initially all six members shall be appointed as follows: two members shall be appointed for a two-year term; two members shall be appointed for a four-year term and two members shall be appointed for a six-year term. Any vacancies occurring on the Advisory Council shall be filled by the Board of Directors with the substituted member filling the then unexpired term of the vacated position.

3. Duties. Members may be called upon individually and/or collectively to advise the Board of directors on any matter it deems appropriate. The Advisory council shall be informed in writing of all deliberations and actions of the Board.

ARTICLE XII
Interpretation

The interpretation of the Society’s Articles, Constitution and By-laws shall rest with the Board of Directors.

ARTICLE XIII
Amendments

1. Procedure. Any member of the Society may propose an amendment to this these Articles in writing to the Executive Secretary.

2. Action. The Board of Directors shall act upon such proposal at its first meeting following receipt of the proposal. Upon approval by the Board of Directors, the proposed amendment shall be submitted to the membership. Approval shall require a two-thirds majority of those Society members voting by mail or electronic ballot.

3. Membership Vote. If a proposed amendment is not approved by the Board of Directors, the proposal may be submitted to the membership of the Society at the next Society meeting, and upon approval by a two-thirds vote of those present and voting shall be submitted to the full membership by mail or other electronic ballot. Approval shall require two-thirds majority of those Society members voting.
4. Notification. The Executive Secretary shall notify the membership of any proposed and/or ratified amendments to the Constitution and By-laws.

ARTICLE XIV
Tax-Exempt Status

1. The Society is organized exclusively for educational, academic and scientific purposes, including for such purposes, the distributions to organizations that qualify as exempt organizations under 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any other future United States Internal Revenue law.

2. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in this Articles of Incorporation. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing and distribution of statement) any political campaign on behalf of any candidate for public office.

3. Notwithstanding any other provision of these articles, the Society shall not carry on any activities not permitted to be carried out by a) a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue code 1954 (or the corresponding provision of any future united States Internal Revenue law).

4. Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Society, dispose of all the assets of the Society exclusively for the purpose of the Society in such a manner, or to such organization or organizations under section 501 (c) (3) of the Internal Revenue Code 1954 (or the corresponding provision of any future united States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed shall be disposed of by a court of competent jurisdiction, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

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