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.