CONSTITUTION

OF THE INTERNATIONAL SOCIETY OF
ECONOMICS, BUSINESS, AND ETHICS

In accordance with Article III.16 of the Statutes of the Society, the Executive Committee shall base its policy on the following By-laws.

(Adopted March 27, 1992, at Columbus, Ohio, USA; amended July 27, 1996; July 22, 2000; July 17, 2004; and, June 6, 2013)

Article I. Name, Purpose, Headquarters and Duration of the Society

1. Name

The name of the organization is “The International Society of Economics, Business, and Ethics,” hereinafter referred to as “the Society.”

2. Purpose
The purpose of the Society is:
a) facilitate relations between societies, businesses, academics and others interested in the ethical dimensions of business and economics on the international level;

b) foster the development of research concerned with the international dimensions of economics, business and ethics;

c) support national societies, institutions and individuals interested in the international dimensions of economics, business and ethics;

d) help develop international networks for the sharing of information and expertise on topics of concern to the society;

e) collect and disseminate bibliographical and other material on international aspects of economics, business and ethics;

f) undertake, with the help of outside funding, particular research projects, such as the formulation of model codes for international businesses;

g) sponsor every four years (in the normal course of events) an International Congress of Economics, Business, and Ethics, and foster smaller conferences and meetings of an international character in different parts of the world.

3. The Society may receive subsidies from governments, intergovernmental organizations, business firms and corporations, other societies and organizations, and individuals, which will allow it to undertake definite tasks, projects, research or publications, or to organize particular meetings or Congresses, insofar as these activities are clearly connected with its own aims and are meant to support, on an international level, the development of the international dimensions of economics, business and ethics, and the communication of any results to the world of learning, business, government and intergovernmental agencies, and the general public.

In the cases outlined above, the Society may either undertake the execution of such activities on its own or delegate them to competent organizations or individuals to which it would transfer the amount of the subsidy necessary to the carrying out of the task in question, always, however, remaining itself responsible for the final results.

4. The purpose of the Society is exclusively educational, literary, and scientific. The Society is an Association satisfying the norm of articles 60 and ff. of the Swiss Civil Code. The Society shall not contribute funds to any organization which is not an exempt organization. In the event of dissolution of the Society, its officers shall, after paying or making provision for payment of all the liabilities of the Society, dispose of all the Society’s assets in such a way as to promote only such purposes that are exclusively educational, literary, or scientific.

5. The headquarters of the Society is [to be determined].

6. The duration of the Society is unlimited.

Article II. Composition of the Society

1. There shall be three types of membership in the society: Individual, Corporate and Non-Profit Organizational.

a. Individual Membership.
(i) Persons who are engaged in academic teaching and research in international business,   economics, or ethics; or who are managers of business firms, corporations, or labor organizations; or who are member of national or international governmental or quasi-governmental bodies dealing with these issues; or who have made contributions which in the opinion of the Executive Committee are of significance to the topics of concern to the Society are eligible for individual membership.
(ii) Persons who are members of member corporations or organizations are eligible for individual membership either directly or through their organization, if such provision has been made by the organization.

b. Corporate Membership.
Any firm, corporation, business, or labor group that engages in international business or economic activity, with an interest in fostering ethics in economics and business, is eligible for corporate membership.

c. Non-Profit Organizational Membership.
Any governmental organization, either national or multinational, and any private formal organization (e.g., professional societies, churches, foundations, etc.), registered as a not-for-profit organization, that has activities or interests related to international business or economic activity and their ethical dimensions is eligible for non-profit organizational membership.

2. Membership in the Society shall be by application to the Executive Committee. The Executive Committee shall ascertain eligibility of the applicant and act upon the application. Admission requires a three-quarters majority of the Executive Committee.

3. Membership may be terminated:
a. by resignation;
b. by failure to pay dues;
c. by exclusion, pronounced by two-thirds of the votes at the General Assembly meeting, on the grounds of
i. failure to observe the statutes or by-laws;
ii. systematic opposition to the realization of the aims of the Society.

Article III. Functioning of the Society

1. The Society operates through the General Assembly, the Executive Committee, the President, the Secretary General, and the Council.

2. The General Assembly is composed of individual members and of individual representatives (one each) of corporate and of non-profit organizational members attending the General Assembly meeting.

3. Items requiring majority vote must have the majority of those present and voting; items requiring two-thirds or three-fourths vote must have two-thirds or three-fourths of those present and voting. Abstentions count as votes. Items may be sent to a mail ballot of all members on the vote of one-quarter of those present and voting.

4. The General Assembly meets in ordinary session on the occasion of the International Congress, which meets every four years, and in extraordinary session whenever required by the circumstances. The convocation of the Assembly lies with the President. Extraordinary sessions may be called for by the President, by the Executive Committee, or by a petition of at least 100 members.

5. The competence of the Assembly includes all questions relating to the activity of the Society. In particular:

a. It lays down the budget of the Society and examines the record of the preceding administration.

b. It decides upon cases of the exclusion of members.

c. It votes to accept or reject the nominations made to it by the Executive Committee. Those nominations for Vice-President and members of the Executive Committee that are accepted, and those additional nominations made in accordance with the By-Laws, are then sent to the members for vote in accordance with the rules specified in the By-Laws.

d. It outlines broadly the activity of the Executive Committee and validates or repudiates that Committee’s past activities.

e. It proceeds, if required, to a revision of the Statutes, as laid before it by the Executive Committee or by 20% of the membership.

f. It may appoint committees entrusted with the task of studying particular problems and submitting reports to the Assembly.

6. Decisions in the Assembly are made by the majority of those voting, except for amendments of the Statutes, for which a two-thirds majority is required.

In urgent cases and upon the decision of the Executive Committee, voting can take place outside the Assembly by mail ballot.

7. The Assembly is chaired by the President of the Society, who, upon consultation with the Executive Committee, prepares the agenda and has the minutes of the debates drawn up.

8. The Executive Committee is the administrative body of the Society. It consists of the President, the Vice-President (President-Elect) and an uneven number of members (initially 11, and thereafter set by the By-laws), elected by the members in accord with procedures specified in the By-Laws.

The Executive Committee itself appoints the Secretary General and the Treasurer. Each retiring President is ex officio a member of the Executive Committee for the four-year period following the end of his or her term as President.

The President, Vice-President, and other members of the Executive Committee are elected for a period of four years. Members of the Executive Committee, other than the President, may be re-elected for only one immediately succeeding term. The President is not eligible for an immediately succeeding term.

The Executive Committee meets preferably every year, but in no case less often than every two years.

9. The Executive Committee is chaired by the President of the Society. Its tasks are:

a. to ascertain the wishes of the members of the Society with respect to their international activities;

b. to coordinate these wishes;

c. to look into ways of satisfying them;

d. to present the General Assembly with a draft budget;

e. to supervise the execution of activities involved in the program of the Society, whether or not entrusted to an external or affiliated organization, and to receive to this effect periodic reports from the President;

f. to conclude agreements according to which the Society undertakes to accomplish on the international level certain tasks in accordance with its aims and the nature and conditions of the development of international ethical concerns relating to economics and business. These tasks may be carried out by the Society itself by means of subsidies added to its budget for the purpose; alternatively the tasks may be entrusted to component organizations to which funds would be transferred from its budget, or to specially constituted committees or groups. In these cases a report shall be submitted at the following General Assembly.

10. The President of the Society assumes the following functions:

a. chairs the sessions of the General Assembly;

b. chairs the meetings of the Executive Committee, and consults its members by correspondence;

c. represents the Society, or has himself or herself represented, in cases where this is required by the activity of the Society;

d. orders the expenditures of the Society within the statutory scope of the budget.

11. The Vice-President succeeds to the Presidency upon the conclusion of the term of the President [adopted July 22, 2000] and in case of removal of the President from office, or of the President’s death, resignation, or inability to discharge the duties of said office.

12. The Secretary General of the Society is responsible, in consultation with, and with the approval of, the President, for the practical conduct of the Society’s affairs. He or she assumes the following functions:

a. maintains the membership list and corresponds with members;

b. organizes and prepares the agenda for meetings of the Executive Committee;

c. coordinates the work of the Executive Committee;

d. prepares the Newsletter and other publications of the Society;

e. represents the Society, along with the President, in its relations with other institutions and organizations, governmental, professional and business, and with the public.

13. The Treasurer is responsible for the collection of dues; the recording and investment of grants, donations or other assets; the sending out of dues notices; the disbursement of assets for the conduct of the business of the Society; and the proper recording of the Society’s income and expenditures.

14. The Secretary General and the Treasurer are normally elected from among the members of the Executive Committee. However, if no member is both willing and able to serve and able to secure a majority of votes from those members of the Executive Committee voting, then:

a. the Executive Committee is entitled to elect as Secretary General a person not belonging to it who is a member of the Society. As a consequence of this election the person elected will be ipso facto co-opted to the Executive Committee with the right to vote;

b. the Executive Committee is entitled to appoint as Treasurer a person not belonging to it who is a member of the Society. In this case the Treasurer would not be co-opted to the Executive Committee and would participate in meetings of that body but without the right to vote.

15. The Council of the Society is the Board of Trustees for the International Society of Business, Economics, and Ethics. It is composed of up to fifteen executives of corporations holding Corporate Membership or of organizations holding Non-Profit Organizational Membership in the Society (no more than one from any member corporation or organization) invited by the Executive Committee. Members serve for four year, and may serve up to two successive terms. The Council serves to promote the purposes of the Society by:

1) acting in an advisory capacity to the Society’s Executive Committee;

2) helping to establish, and foster interaction between, networks of business people interested in the subject of business ethics throughout the world;

3) promoting awareness, debate, and research in the field of business ethics throughout the world;4) helping to obtain resources for these purposes. The Council shall meet once a year with the members otherwise interacting at their own discretion. Minutes of the Council are to be available to the Executive Committee.

16. Decisions as to matters not covered by these statutes are left to the Executive Committee and may be fixed in By-laws elaborated by that Committee.

BY-LAWS

OF THE INTERNATIONAL SOCIETY OF
ECONOMICS, BUSINESS, AND ETHICS

In accordance with Article III.16 of the Statutes of the Society, the Executive Committee shall base its policy on the following By-laws.

Chapter I. Points of Membership

Article 1. Members of the Executive Committee do not represent any particular organization or constituency, even though nominated by a particular corporation, organization, or constituency.

Article 2. If a member of the Executive Committee dies or wishes to retire before the end of a term, the next candidate in descending order of votes from the previous election shall be appointed to serve until the next election.

Article 3. The Executive Committee shall consist of the President, Vice President (President-Elect), and thirteen additional members. [Adopted July 27, 1996]

Chapter II. Points of Election

Article 1. Nominations for the election of Vice-President (President-Elect) are made by at least 40 individual, corporate, or non-profit organizational members or by the Executive Committee.

Nominations for the election of members of the Executive Committee are made by at least 15 individual, corporate, or non-profit organizational members or by the Executive Committee.

Elections are prepared by the Executive Committee before each General Assembly and nominations must reach the Secretary General in time to be considered. The Secretary General shall invite the members in advance to send nominations and shall fix the deadline for sending them.

Article 2. Elections shall be by secret ballot within three months after the General Assembly. All members in good standing are eligible to vote.

The candidates who obtain the highest number of votes are elected.

Regarding the election of the Vice-President (President-Elect), if there are more than two candidates who have votes and no candidate who has reached an absolute majority of those voting on the first ballot, a second ballot will take place among the two candidates having received the highest number of votes.

Regarding the election of members of the Executive Committee, candidates shall be declared elected in descending order of the number of votes received until all the vacancies are filled.

Chapter III. Points of Procedure

Article 1. The Executive Committee shall constitute Standing Committees, the members of which need not all be members of the Executive Committee.

The following are Standing Committees of the Society:

a. Committee on Finance
b. Committee on Congresses
c. Committee on Special Projects

These Committees prepare the work of the Executive Committee within their area of responsibility and advise the Secretary General and the Treasurer. The President and the Secretary General are ex officio members of these Committees; the Vice-President and the Treasurer are each ex officio members of one of the Committees.

Each Standing Committee shall submit an annual report to the Executive Committee.

The composition of each of these Committees shall be reconsidered each year by the Executive Committee and reconstituted after each General Assembly meeting.

Article 2. An individual member of the Executive Committee shall not be a member of more than one of the standing committees, except for ex officio members.

Chapter IV. Points of Administration

Article 1. The Secretary General and the Treasurer, in consultation with the President, are responsible for the administration of the Society. They are authorized to sign official documents for the Society, co-sign checks, and secure the services of one or more assistants. Decisions of importance must be made with the consent of the Executive Committee.

Article 2. The Secretary General shall present an annual report to the Executive Committee either at a meeting or by writing, and shall send the minutes of all meetings of the Executive Committee as well as of the General Assembly within a reasonable amount of time.

Article 3. In case the President is not able to attend a meeting of the General Assembly or of the Executive Committee, the Vice President shall assume the duties of chairing these meetings. The Vice President may represent the Society when the President is unable to do so.

Chapter V. Financial Matters

Article 1. Membership fees, and rights to vote.

a. Annual fees are determined by the Executive Committee. [amended June 6, 2013]

b. Only those members whose dues have been paid in full at the time of the General Assembly meeting will be eligible to vote.

Article 2. Payment of fees shall be made every year before the 15th of February. Otherwise the member shall be suspended from membership until it has paid its overdue fees.

Article 3. The Treasurer shall prepare an annual budget. The budget shall be made available to the Executive Committee in advance of the meeting at which it is presented. The budget shall be accompanied by a financial report which shall give details of its income and expenditures in the year covered by the previous budget, stating the sources and purposes of all funds administered by the Society and giving an account of steps taken to secure outside funding.

Article 4. The income of the Society shall be used in the first instance for normal expenses of administration, and then for expenses of the members of the Executive Committee to and at meetings of the Committee, as needed and possible, considering first the President and the officers of the Society.

Chapter VI. Dissolution

Article 1. The Society shall be dissolved by means of the procedure stated in Article III.6 for amending the constitution.

Article 2. The Executive Committee in office immediately prior to dissolution shall continue to function until all the business of the Society has been settled.

Article 3. Said Executive Committee shall be empowered to meet the financial obligations of the Society.

Article 4. Said Executive Committee shall also be empowered to dispose of any uncommitted assets of the Society in a manner consistent with Article I.4 of the Constitution.