Bylaws of the Society for Business Ethics

As last amended August 10, 2010
The tip of a pen pointing to Article I, Section 3, of the SBE's bylaws
  • Section 1—Name

    The name of this corporation shall be the Society for Business Ethics (hereafter, the “Society”).

    Section 2—Corporate Office

    The principal office of the Society shall be located within Cook County, Illinois. The Society may establish other offices, as the Board of Directors may designate or as the affairs of the Society may require from time to time.

    Section 3—Objectives

    The objectives of the Society shall be: to promote the study of business ethics; to provide a forum in which the moral, legal, empirical, and philosophical issues of business ethics may be openly discussed and analyzed; to provide a means by which those interested in and concerned with business ethics may exchange ideas; to promote research and scholarship through the regular publication of a professional journal; to promote the improvement of the teaching of business ethics in universities and other organizations; to foster a better understanding between college and university administrators and those engaged in teaching and research in the field of business ethics; to help develop ethical organizations; and to develop and maintain a friendly and cooperative relationship among teachers, scholars, and practitioners in the field of business and organizational ethics.

  • Section 1—Qualifications and Dues

    All persons who are interested in and concerned with business and organizational ethics shall be eligible for membership. Persons who apply for membership shall be admitted upon approval of their application by the Board of Directors and the payment of dues. Each member so admitted shall be and remain a member for life, unless the person resigns or is removed as hereinafter provided. The membership dues of the Society shall be as determined from time to time by the Board of Directors. Section 2. Voting. Each member shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. At all meetings of members, a member may vote in person or by proxy executed in writing by the member. Election of Directors may be conducted by mail or electronic form of ballot.

    Section 3—Transfer of Membership

    Membership in the Society is not transferable or assignable.

    Section 4—Resignation and Removal

    A member may resign at any time by written notice filed with the Executive Director. A member may be removed at any time, with our without cause, by the affirmative vote of a majority of the Board of Directors, and a member shall be automatically removed, without action by the Board of Directors, upon failure to pay dues at such time and in such amount as is determined by the Board of Directors.

    Section 5—Meetings

    The annual conference of the members shall be held during the annual conference of the Society at the place of the annual Society meeting, or at such other place and at such
    time as may be provided by resolution of the Board of Directors. Special meetings of the members may be held at any time on the call of the Board of Directors. Special meetings shall be held at such a place and such a time as may be provided by resolution of the Board of Directors.

    Section 6—Notice of Meetings

    Written notice, in print or electronic form, stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days nor more than sixty (60) days before the date of the meeting.

    Section 7—Quorum

    The number of members present in person or represented by proxy shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the votes present and voted, either in person or by proxy, at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law, the Articles of Incorporation of the Society for Business Ethics or these bylaws.

  • Section 1—General Powers and Duties

    The property, business, and affairs of the Society shall be managed by its Board of Directors.

    Section 2—Number of Directors, Classes and Terms of Office

    Upon adoption of these bylaws, the number of directors shall not be less than five (5) or more than eight (8), the exact number of directors to be determined from time to time by resolution adopted by a majority of the whole Board. As used in this Section “whole Board” means the total number of directors which at the time are to constitute the Board of Directors, either as designated in this Section or as determined by the Board of Directors in accordance herewith. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

    The Board of Directors shall be divided into five classes as nearly equal in number as possible, with the term of office of Class I expiring at the annual conference of the members in 2001, of Class II expiring at the annual conference of the members in 2002, of Class III expiring at the annual conference of the members in 2003, of Class IV expiring at the annual conference of the members in 2004, and of Class V expiring at the annual conference of the members in 2005. There shall be one director in each class. At each annual conference of members, a director chosen to succeed the director whose term then expires shall be elected for a term of office expiring at the fifth succeeding annual conference of members after his or her election or until his or her successor shall have been elected and qualified or until his or her death, resignation, or removal. Directors need not be residents of Illinois or members of the Society.

    If not otherwise elected to serve as a director by the members of the Society, the individuals appointed to Executive Director, Treasurer, and Editor-in-Chief of the journal of the Society, Business Ethics Quarterly, shall also serve as directors independent of class.

    Section 3—Nomination and Method of Election.

    Starting with the annual conference in 2001, recommendations for Director nominees may be submitted by any member to the Nominating Committee, which shall be created by the Board of Directors, and chaired by the Immediate Past President. The Nominating Committee shall, after giving due consideration to all such recommendations and such other persons as it may wish to consider, present its slate of Director nominees to the Board of Directors. The election, conducted by means of a mail or electronic form of ballot, shall be distributed to all members at least one hundred and twenty (120) days prior to the next annual conference of members. Members may write in, or otherwise input, and cast a vote for a person whose name is not included on the ballot. The person receiving a majority of the votes cast shall be elected as a Director. In the event that no person receives a majority of the votes in an initial election, a run-off election shall be held among the two persons who receive the highest number of votes in the initial election.

    Section 4—Resignations

    Any Director may resign at any time by giving written notice, in print or electronic form, to the Board of Directors. Such resignation shall take effect when the notice is delivered unless the notice specifies a future date; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

    Section 5—Vacancies

    Any vacancy occurring in the Board of Directors may be filled by the Board of Directors at the annual conference, any regular meeting, or a special meeting of the Board of
    Directors called for that purpose. Each Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office.

    Section 6—Annual Conferences

    The annual conference of the Board of Directors shall be held without other notice than these bylaws during and at the same place as the annual conference of the Society, or at such other place and at such time as may be determined by the Board of Directors.

    Section 7—Regular Meetings

    The Board of Directors may hold regular meetings at such place and at such times as may be designated by resolution of the Board of Directors, without other notice than the resolution.

    Section 8—Special Meetings

    Special meetings of the Board of Directors may be held at any time at the request in writing of any four (4) Directors. Special meetings of the Board of Directors may be held at such place as shall be specified or fixed in the call for such meeting or notice thereof.

    Section 9—Notice of Meetings

    Notice of each special meeting shall be delivered by or at the direction of the Executive Director at least five (5) days before the day on which the meeting is to be held. Notice may be waived in writing by a Director, either before or after the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where the Director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, or the purpose of, any special meeting of the Board of Directors must be specified in the notice or waiver of notice of the meeting.

    Section 10—Quorum

    Five (5) of the voting Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board 4 of Directors unless the act of a greater number is required by law, the Articles of Incorporation of the Society or these bylaws.

    Section 11—Participating at Meetings by Conference Telephone

    Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

    Section 12—Informal Action

    Any action required to be or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all Directors.

    Section 13—Removal

    One or more of the elected Directors may be removed for cause at a meeting of members by the affirmative vote of two-thirds of the votes present and voted, either in person or by proxy. Written notice of such meeting shall be delivered to all members entitled to vote on the removal of Directors not less than twenty (20) days nor more than sixty (60) days before the date of the meeting. Such notice shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice, and only the named Director or Directors may be removed at such meeting. The Executive Director, the Treasurer, and the Editor-in-Chief may be removed only by the Board of Directors, as hereinafter provided.

  • Section 1—Designation, Election, and Term of Office

    The officers of the Society shall consist of an Executive Director, a Treasurer, an Editor-in-Chief, a President, a Vice President, a Secretary, an Immediate Past President and such other officers as the Board of Directors may authorize. Ordinarily, the Secretary shall be the elected member of Board of Directors who is serving his or her second year on the Board of Directors; the Vice President shall be the person who is serving his or her third year on the Board of Directors; the President shall be the person who is serving his or her fourth year on the Board of Directors, and the Immediate Past President shall be the person who is serving his or her fifth year on the Board of Directors. Each of these officers shall hold office for one (1) year and until their successors have been duly elected and qualified, or until their death, resignation or removal. Their term of office shall commence at the conclusion of the annual conference of members. The Executive Director, the Treasurer, and the Editor-in-Chief shall be appointed by the Board of Directors at its annual conference or any regular or special meeting. The term of office for the Executive Director, the Treasurer, and the Editor-in-Chief shall be initially five (5) years with the possibility of successive renewable three (3) years terms, and until their successors have been duly appointed and qualified, or until their death, resignation or removal. Their term of office shall commence at a time to be specified by the Board of Directors. Any two or more offices may be held by the same person, although that person shall have only one vote in any meeting of the Board of Directors.

    Section 2—The Executive Director

    The Executive Director shall be the chief executive officer of the Society and shall have general and active management of the business of the Society. The Executive Director shall see that all orders and resolutions of the Board of Directors are carried into effect. He or she shall execute all contracts entered into by the Society, except those that pertain solely to the journal of the Society, Business Ethics Quarterly. The Executive Director shall preside at all meetings of the Board of Directors. He or she shall give, or cause to be given, notice of all meetings of the Board of Directors and members, and shall supervise the custody of all records and reports. The Executive Director also serves ex officio as a voting member of the Board of Directors.

    Section 3—The Treasurer

    The Treasurer shall keep full and correct account of receipts and disbursements in the books belonging to the Society, in such banks of deposit as may be designated by the Board of Directors. He or she shall dispose of funds of the Society as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, upon request, an account of all transactions and of the financial condition of the Society. He or she shall from time to time report to the Board of Directors all matters within his or her knowledge which the interest of the Society may require to be brought to its notice. He or she shall report on the financial state of the Society to the membership at the Annual Conference. He or she shall also perform such other duties as may be assigned to him or her from time to time by the Board of Directors. The Treasurer also serves ex officio as a non-voting member of the Board of Directors.

    Section 4—The Editor-in-Chief

    The Editor-in-Chief shall have general and active management responsibility for the business of the journal of the Society, Business Ethics Quarterly. The Editor-in-Chief shall be responsible for all editorial and production matters involved in the publication of the journal. He or she may assign responsibility for specific editorial and production matters to other persons or agencies. The Editor-in-Chief shall execute contracts that pertain solely to the journal, however not to commit the Society for an amount exceeding $1,000 for any one transaction without approval by the Executive Director. He or she shall from time to time report to the Board of Directors all matters within his or her knowledge which the interest of the Society may require to be brought to their notice. He or she shall also perform such other duties as may be assigned to him or her from time to time by the Board of Directors. The Editor-in-Chief also serves ex officio as a voting member of the Board of Directors.

    Section 5—The President

    The President shall preside at the annual conference of members and perform such other duties as may be assigned to him or her from time to time by the Board of Directors. The President shall have the right to deliver a presidential address at the annual conference of the Society held during the year in office.

    Section 6—The Vice President

    The Vice President shall have all the powers and perform all the duties of the President in the absence or incapacity of the President. He or she shall have responsibility for the program for the annual conference of the Society held during the year in office.

    Section 7—The Secretary

    The Secretary shall act as the secretary of the Board of Directors, shall be responsible for the keeping and reporting of adequate records of all meetings of the Board of Directors and the members. The Secretary shall also perform such other duties as may be assigned to him or her from time to time by the Board of Directors.

    Section 8—Immediate Past President

    The Immediate Past President shall serve as chairperson of the Nominating Committee and also perform such duties as may be assigned to him or her from time to time by the Board of Directors.

    Section 9—Resignation

    Any officer may resign at any time by giving written notice to the Board of Directors. Any such resignation shall take effect at the time specified therein; and, unless 6
    otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

    Section 10—Removal

    Any of the officers of the Society may be removed by a majority vote of the Board of Directors at an annual or regular meeting, or at a special meeting called for such
    purpose. Removal of the Executive Director, or the Treasurer, or the Editor-in-Chief as officers also removes that person as a Director unless such person also serves as an elected Director.

    Section 11—Vacancies

    Any vacancy in any office because of death, resignation, removal, disqualification or any other cause, shall be filled by the Board of Directors at an annual or a regular meeting, or at a special meeting called for such purpose.

    Section 12—Committees

    The Board of Directors, by resolution adopted by a majority of the Directors in office, may create one or more committees and appoint Directors or other persons as the Board of Directors designates to serve on the committee or committees. Each committee shall have a least one Director, and all committee members shall serve at the pleasure of the Board of Directors. No committee may exercise the authority of the Board of Directors in the management of the Society.

  • Section 1—Compliance with the Internal Revenue Code

    The Society shall be a not-for-profit, tax-exempt corporation.

    a. Notwithstanding any other provisions of the articles of incorporation or these bylaws, the Society is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC 501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

    b. No part of the net earnings of the Society shall inure to the benefit of any member, trustee, director, officer of the Society, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Society), and no member, trustee, officer of the Society or any private individual shall be entitled to share in the distribution of any of the Society’s assets on dissolution of the Society.

    c. No substantial part of the activities of the Society shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC 501 (h)), and the Society shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidates for office.

    d. In any taxable year in which the Society is a private foundation as described in IRC 509(a), the Society shall distribute its income for said period at such time and manner as not to subject it to tax under IRC 4942, and the Society shall not (a) engage in any act of self-dealing as defined in IRC 4941(d), retain any excess business holdings as defined in IRC 4943(c), (b) make any investments in such a manner as to subject the Society to tax under IRC 4944, or (c) make any taxable expenditures as defined in IRC 4945(d) or corresponding provisions of any subsequent Federal tax laws.7

    Section 2—Indemnification

    a. The Society shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Society) by reason of the fact that he or she is or was a Director, officer employee or agent of the Society, or who is or was serving at the request of the Society as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amount paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Society or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

    b. The Society shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Society to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Society, or is or was serving at the request of the Society as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the Society, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Society, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense as the court shall deem proper.

    c. To the extent that a Director, officer, employee or agent of the Society has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred in paragraph (a) or paragraph (b) or this Section 2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

    d. Any indemnification under paragraph (a) or paragraph (b) of this Section 2 (unless ordered by a court) shall be made by the Society only as authorized in the specific case, upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraph (a) or paragraph (b) of this Section 2. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not 8 obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the members.

    e. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Society in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified as authorized in this Section 2.

    f. The indemnification provided by this Section 2 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of members or disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.

    g. The Society may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Society, or who was serving at the request of the Society as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the Society would have the power to indemnify such person against such liability under the provisions of this Section 2.

    h. In connection with the defense of a judicial proceeding under Chapter 42 of the Internal Revenue Code of 1986, no person shall under any circumstances be indemnified for taxes, penalties or expenses of correction, and further, no person shall be indemnified for other expenses in connection with such judicial proceeding unless: (i) such other expenses are reasonably incurred by such person in connection with such proceeding; (ii) he or she is successful in such defense, or such proceeding is terminated by settlement and he or she has not acted willfully or without reasonable cause with respect to the act or failure to act which led to liability for tax under said Chapter 42. Notwithstanding the foregoing, the Society shall not indemnify any Director, officer, employee or agent of the Society if such indemnification shall constitute an act of self-dealing under Section 4941, or an excess benefit transaction under Section 4958, of the Internal Revenue Code of 1986, or
    corresponding provisions of any subsequent Federal tax law.

    i. If the Society has paid indemnity or has advanced expenses under this Section 2 to a Director, officer, employee or agent, the Society shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of the members.

    Section 3—Fiscal Year

    The fiscal year of the Society shall end the last day of December of each year.

  • Section 1—Method of Amendment

    These bylaws may be altered, amended, or repealed, and other bylaws may be made and adopted by either (1) the affirmative vote of a majority of the Directors in office at any annual or regular meeting of the Board of Directors, or at any 9 special meeting called for that purpose, followed by a majority vote of the members present in person or by proxy at the annual conference of members, or (2) a majority vote of the members present in person or by proxy at the annual conference of members followed by the affirmative vote of a majority of the votes cast in a mail or electronic form of ballot which is distributed to all members together with a copy of the amendment, or (3) the affirmative vote of a majority of the Directors in office at any annual or regular meeting of the Board of Directors, or at any special meeting called for that purpose, followed by a majority of the votes cast in a mail or electronic-form of ballot which is distributed to all members together with a copy of the amendment.

  • Section 1—Dissolution

    The Society may be dissolved by a resolution adopted by three-fourths of the Directors in office. On dissolution of the Society, all of its net assets shall be paid over or
    transferred to one or more exempt organizations of the kind described in Internal Revenue Code Section 501(c)(3). The organization or organizations to receive such property shall be designated by the Board of Directors. Any assets not so disposed of shall be disposed of by the County Court in and for the County of Cook exclusively for one or more exempt purposes within the meaning of Internal Revenue Code Section 501(c)(3), or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

    • Adopted August 5, 2000
    • Amended August 7, 2004
    • Amended August 6, 2005
    • Amended August 9, 2008
    • Amended August 9, 2009
    • Amended August 10, 2010