Incorporated in 1982, the Strategic Management Society abides by the Bylaws to elect and appoint leadership to manage the Society.
As revised in December 2021
Article I: NAME, INCORPORATION, PURPOSE, and ADDRESS
Section 1. Name: The name of the corporation is STRATEGIC MANAGEMENT SOCIETY, INC. (hereinafter referred to as the "Society").
Section 2. Purpose: The Society is a public benefit corporation and organized under and pursuant to the Indiana Nonprofit Corporation Act of 1991 as it now exists or may from time to time be amended. The purposes for which the Society is organized and for which it is and will be operated are exclusively charitable, scientific, educational, and literary purposes within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code as the same now exists or may from time to time be amended.
Section 3. Specific Purpose: More specifically, the Society operates to promote educational and charitable purposes, among which are: the promotion and encouragement of scholarship, research, and superior teaching in the field of Strategic Management in colleges and universities, nationally and internationally; the sponsorship and publication of professional journals; the promotion of cooperation and interchange of ideas among academics, business practitioners, and consultants in the field of Strategic Management; and the encouragement of high ethical standards in the conduct of business. All undertakings of the Society must be consistent with and are limited by the purposes of the Society set forth in the Articles of Incorporation and in these Bylaws.
Section 4. Inclusion of Articles of Incorporation: The Articles of Incorporation of the Society are made part of these Bylaws as if they were recited verbatim herein, and every provision of the Articles of Incorporation is a provision of these Bylaws.
Section 5. Principal Office: The Society shall maintain a principal office as approved by the Board of Directors. As is required for a public benefit corporation by the provisions of the Indiana Nonprofit Act, the Society maintains a registered agent and registered office in Indiana.
Article II: MEMBERSHIP
Section 1. Classes of Members: There will be three classes of members, known as Regular, Emeritus, and Student members.
Section 2. Voting Rights: The voting rights of all members are equal. Each member is entitled to one vote on any and all questions coming before the members. Members have the right to vote for the election of Directors as set forth in Article IV of these Bylaws.
Section 3. Admission: All individuals involved in consulting, practice, teaching, and/or research in the field of Strategic Management may become members of the Society.
Section 4. Dues: There will be dues for all classes of members, and these dues may differ by class. Dues will be fixed and, from time to time, changed by the Board of Directors. Dues are payable annually upon application or notification of renewal and cover the normal calendar year of membership.
Section 5. Expulsion: A member is automatically expelled without action of the Board of Directors for failure to pay applicable dues. A member may also be expelled by a two-thirds majority of the Board of Directors for unethical or unprofessional conduct, indictment or charges of criminal activity that may diminish the reputation of the Society, behavior that is disruptive to the operations of the Society, or for other reasons deemed by the Board of Directors to impair or threaten the well-being of the Society.
Section 6. Membership Period: Membership becomes effective with the application and payment of the membership dues.
Section 7. Compliance: Members agree to abide by the SMS Code of Conduct as it now exists or may, from time to time, be amended by the Board of Directors.
Section 8. Member List: The SMS Office keeps a complete and accurate list of all members at the principal office of the Society at all times. This list may be inspected by any member, for any proper purpose, at any reasonable time. Members shall provide correct and current email addresses to the SMS Office.
Article III: MEETINGS OF MEMBERS
Section 1. Annual Meeting: The organization shall hold a meeting of the membership each year. The annual membership meeting may be held in conjunction with the Society’s annual conference. Members may attend through electronic communications if approved by the Board in advance.
Section 2. Special Meetings: A special meeting of the membership will be held upon resolution of the Board of Directors or the written request signed by at least 20 percent of the membership. A request for a special meeting by the membership must be in writing and must state its purpose or purposes.
Section 3. Notice: Notice of all annual or special meetings will be communicated to the members of the Society at least thirty (30) days before the date of the meeting. Notice may be sent as part of the Society’s newsletter or through an electronic mailing. Communications made to members in connection with announcements of the Society’s annual conference will constitute notice of the annual meeting to members. All notices of meetings must include an agenda or list of issues to be addressed at the meeting. For special meetings under Section 2 of this Article, the notice must set out the purpose or purposes of the meeting. The act of communicating to the address of record of each member constitutes proper notice.
Section 4. Voting: A member may vote in person or by other means established by the Board of Directors, including, but not limited to, the usage of an online electronic voting platform. Each member entitled to vote has one vote.
Section 5. Quorum: At any meeting of members, a quorum for the transaction of business consists of those members present in person or through electronic communications as approved in advance by the Board of Directors. However, in order for a matter or issue to be decided that was not included in the notice, no less than one-third of all members of the Society must be in attendance at the meeting. Unless otherwise specifically stated in these Bylaws, a simple majority of members in attendance is sufficient to approve a motion.
Article IV: BOARD OF DIRECTORS
Section 1. General Powers: The Society, its business, and its affairs are governed by a Board of Directors, which is vested with and may exercise all the powers of the Society, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws. The Board of Directors is the central policy-making body for the Society.
Section 2. Number of Directors: The Board of Directors consists of:
(a) The President, President-Elect, and Past President, who are nominated and elected Officers in accordance with Article V Section 2 of these Bylaws.
(b) The Treasurer and the Executive Director, who are appointed Officers in accordance with Article V Section 3 of these Bylaws.
(c) Nine (9) Directors-at-large, who are nominated and elected or appointed in accordance with Sections 4-6 of this Article.
Section 3. Terms: Directors-at-large serve staggered three-year terms. No Director-at-large may serve more than two consecutive full terms. The terms for Directors-at-large commence and become effective on the first day of the calendar year following their election. A Director-at-large, unless he or she resigns or is removed, holds office until a successor has been duly elected and qualified. An Officer described in Section 2 serves as Director as long as he/she remains an Officer of the Society.
Section 4. Board-appointed Directors: While Directors-at-large are normally elected by the membership, in certain instances in which the Board of Directors determines that it would be in the Society’s best interest, the Board may choose to appoint one (1) of the three Directors-at-large to be determined each year by three-fourths (¾) majority vote of the Board of Directors.
Section 5. Nomination: No later than July 1 of each year, the chair of the Governance and Nominating Committee invites suggestions from the membership for candidates for the positions to be elected by the membership whose terms start the first day of the following year. The Governance and Nominating Committee will consider those suggestions in developing a slate of candidates to recommend to the Board of Directors. From the recommendations made by the Governance and Nominating Committee, the Board of Directors will nominate a sufficient number of individuals to have at least twice the number of candidates than positions to be filled. A member suggested by at least 20 percent of the membership for a position to be elected by the membership and who is otherwise eligible and willing to serve does not require a nomination by the Board of Directors to be included on the ballot.
Section 6. Voting: To accommodate the large and dispersed membership of the Society, the election of Directors by the membership will usually be held outside the annual meeting of the membership during the fourth quarter of each year and by using a system of electronic voting. Notice of the election may be sent as part of the Society’s newsletter or through an electronic mailing at least thirty (30) days before the ballot is closed. With regard to Directors-at-Large, candidates with the highest number of supporting votes are elected. The Society will send a paper ballot to any member making such request at least ten (10) days before the ballot is closed.
Section 7. Qualification of Directors: Directors must be members of the Society in good standing. Failure to remain a member in good standing constitutes resignation by the Director.
Section 8. Resignation: A Director may resign at any time by providing written notice to the President or the Executive Director. A resignation takes effect at the time specified therein or, if no time is specified, at the time of acceptance as determined by the President or the Board of Directors.
Section 9. Removal of Directors: Any Director or Directors elected by the vote of the members may be removed, with or without cause, at a meeting of the members called expressly for that purpose. A meeting where the issue of removal of a Director is to be decided must comply with the requirements for special meetings set out in Article 3 of these Bylaws. A two-thirds (2/3) majority of those attending the special meeting is required to remove a Director.
Section 10. Vacancies: Any vacancy occurring on the Board of Directors caused by death, resignation, or otherwise, other than vacancies of Officers that are Directors according to Section 2 (b) of this article, may be filled for the remainder of the unfinished term at the next meeting of the Board of Directors through a vote of a majority of the remaining members of the Board.
Section 11. Place of Meetings: Meetings of the Board of Directors, regular or special, are held at the place specified in the notice or waiver of notice of the meeting. Meetings may be attended by electronic means approved in advance by the Board of Directors.
Section 12. Annual Meeting: The Board of Directors meets at least once each year, during and at the place of the annual conference of the Society, for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. The annual meeting of the Board of Directors may be conducted by electronic means.
Section 13. Regular Meetings: Regular meetings of the Board of Directors are held at regular intervals and at such place and hour as may be determined by the Board of Directors.
Section 14. Special Meetings: Special meetings of the Board of Directors may be called by the President, by a majority of the Executive Committee, or by a majority of the Directors. Such meetings of the Board of Directors may be held upon notice by email, letter, or other means of communication not later than ten (10) days before the meeting. Notice of a Board of Directors meeting may be waived in writing signed by the person or persons entitled to the notice, whether before or after the time of the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice of the waiver or notice of the meeting.
Section 15. Simultaneous Communication: Any or all Directors may participate in an annual, regular, or special meeting of Directors by, or through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. Such Director(s) participating in a meeting by this means is deemed to be present in person at the meeting.
Section 16. Quorum: At all meetings of the Board of Directors, a majority of the Directors constitutes a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is in attendance are acts of the Board of Directors, except as otherwise provided in or required by law, the Articles of Incorporation, or these Bylaws.
Section 17. Action Taken Without Formal Meeting: The Board of Directors may take any action in the absence of a meeting which it could take at such meeting by obtaining the written approval of the number of Directors required for that action. Any action so approved has the same effect as if taken at a meeting of the Board of Directors.
Article V: OFFICERS
Section 1. Officers: The Officers of the Society are the President, the Past President, the President-Elect, the Treasurer, and the Executive Director.
Section 2. Election: The President-Elect is elected every other year by the membership in accordance with Article IV Sections 5 and 6. The President-Elect automatically assumes the office of President upon the expiration of the current President’s term as President. Upon the expiration of the current President’s term, he or she automatically assumes the office of Past President.
Section 3. Appointment. The Treasurer and the Executive Director are appointed by a vote of a majority of the entire Board of Directors.
Section 4. Terms of Office: The President, President-Elect, and Past President serve for a term of two (2) years in each capacity, for a total of six (6) years. The term for the President-Elect commences and becomes effective on the first day of the calendar year following his or her election. The Past President is not eligible for re-election as President-Elect. The Treasurer and Executive Director are appointed with immediate effect for terms of three (3) years, and may be reappointed by the Board of Directors for additional terms without limitation.
Section 5. President: The President of the Society presides at all meetings of the Board of Directors, chairs the Executive Committee, and performs all other duties that are incident to the office of President or which are properly required by the Board of Directors.
Section 6. Past President: The Past President of the Society chairs the Governance and Nominating Committee and may serve as chair of other committees and perform other duties as the Board of Directors may prescribe.
Section 7. President-Elect: The President-Elect performs all duties incumbent upon the President during the absence or disability of the President and performs other duties as the Board of Directors may prescribe.
Section 8. Treasurer: The Treasurer chairs the Finance Committee. The Treasurer makes a financial report at the annual meetings of the Board of Directors and the membership, and as requested by the President. The Treasurer performs such duties and exercises such powers as may be prescribed from time to time by the Board of Directors.
Section 9. Executive Director: The Executive Director is the chief operating officer of the Society; he or she is responsible for the day-to-day operations, manages the executive office of the Society, and performs other duties and exercises other powers as may be prescribed from time to time by the Board of Directors. The Executive Director serves as the Secretary of the Society. The Executive Director may be compensated pursuant to such terms and conditions as established from time to time by the Board of Directors.
Section 10. Removal of Officers: For removal of an Officer elected by the membership of the Society, the provisions of Article 4 Section 9 apply. The Treasurer and the Executive Director serve at the pleasure of the Board and may be removed from office with or without cause by majority vote of the entire Board of Directors. The Officer whose removal is the subject of the vote is not entitled to vote on such matter.
Section 11. Vacancies: For any vacancy caused by death, resignation, or otherwise occurring in an Officer position that was elected by the membership of the Society, the provisions of Article 4 Section 10 apply. Any other vacancy caused by death, resignation, or otherwise, is filled by the Board of Directors and starts a new term of office.
Article VI: COMMITTEES
Section 1. Standing Committees: Standing committees that are permanent committees of the Board of Directors are the Executive Committee, the Finance Committee, the Governance and Nominating Committee, and the Ethics Committee. The Board may form additional committees to oversee the major program activities of the Society.
Section 2. Executive Committee: The Executive Committee consists of the Officers of the Society and is empowered to act on behalf of the Board of Directors with the full powers of the Board, provided that a report of actions taken by the Executive Committee is made to and ratified by the Board of Directors at its next meeting. The President presides at all meetings of the Executive Committee.
Section 3. Finance Committee: The Finance Committee consists of the Treasurer, the President-Elect, the Executive Director, and such other Directors as the Board determines are needed. The Finance Committee recommends to the Board of Directors an annual budget, oversees the financials of the Society, and performs such functions as directed by the Board of Directors. The Treasurer presides at all meetings of the Finance Committee and, additionally, oversees the accounts and expenditures of the SMS on a monthly basis.
Section 4. Governance and Nominating Committee: The Governance and Nominating Committee consists of the Past President, the Executive Director, and such other Directors the Board determines are needed. The Executive Director serves as a non-voting member of the Committee with regard to the nomination of candidates for President-Elect. A member of the Governance and Nominating Committee may not be recommended as candidate for re-election as Director. The Governance and Nominating Committee recommends to the Board of Directors individuals for election as Directors or Officers, provides recommendations on SMS governance, and performs such functions as directed by the Board of Directors. The Past President presides at all meetings of the Governance and Nominating Committee.
Section 5. Ethics Committee: The Ethics Committee consists of at least three Directors appointed by the Board of Directors. The Ethics Committee develops and implements guidelines for professional conduct to provide a statement of the basic values of the SMS as a professional society and thus help the continued development of the field. The Ethics Committee is also tasked with attempting to resolve ethical disputes that it finds or are brought to its attention.
Section 6. Program Oversight Committees: The Board of Directors shall establish additional committees to oversee the Society’s programmatic activities including, without limitation, publications, conferences, membership, awards & honors, and research funding. The Board shall determine the number of committee members, the chair of each committee, and whether or not to include people who do not serve on the Board of Directors.
Section 7. Special Taskforce: From time-to-time and with the approval of the Board of Directors, the President may appoint a special taskforce consisting of Directors, as well as of other members of the Society. The activities of such a taskforce are limited to the accomplishment of the tasks for which they were created, and they have no power except as specifically conferred in their appointment. Upon completion of the task for which it was created, each special taskforce stands discharged.
Section 8. Appointments and Terms: Officers hold positions on the Executive, Finance and Governance and Nominating committees as long as they are Officers. Directors are appointed to the Program Oversight Committees by a majority vote of the Board of Directors following a recommendation from the President. The term of members appointed to the Program Oversight Committees may be reviewed and established annually. The term of membership on special taskforces is determined by the President. Other members of committees, who are not Directors, are appointed by the Board of Directors following a recommendation from the President and serve in an advisory role for such term as the Board establishes.
Section 9. Resignation and Vacancies: A committee member may resign from a committee appointment at any time by giving written notice to the President or the Executive Director. A resignation takes effect at the time specified therein or, if no time is specified, at the time of acceptance as determined by the President or the Board of Directors. Any vacancy caused by death, resignation, or otherwise, is filled by the President with approval of the Board of Directors at its next meeting.
Section 10. Committee Meetings: Committee meetings may be held in person or through the use of any means of communication by which all committee members participating may simultaneously hear each other during the meeting. Committee members participating in a meeting by such means are deemed to be present in person at the meeting.
Section 11. Action Taken Without Formal Meeting: The committees have the right to take any action in the absence of a meeting which they could take at such meeting by obtaining the written approval of a majority of the members of the committee. Any action so approved has the same effect as if taken at a committee meeting.
Article VII: CONFLICT OF INTEREST
Section 1. Conflict of Interest Policy: The Board of Directors creates and, from time to time, reviews a policy to govern possible conflict of interest transactions involving Directors, Officers, or key employees of the Society.
Section 2. Annual Disclosure: The Board of Directors creates and, from time to time, reviews a procedure to at least once per year obtain written conflict of interest disclosure forms from Directors, Officers, and key employees of the Society.
Article VIII: INDEMNIFICATION
Directors, Officers, employees, and other agents so designated are indemnified by the Society to the full extent required by the law of the State of Indiana. The Corporation shall purchase and maintain liability insurance covering all Officers and Directors in an amount deemed by the Board of Directors to be sufficient in light of the activities of the Corporation and Society.
Article IX: FINANCES AND CONTRACTS
Section 1. Books of Account: The Society shall keep accurate books of account showing all expenditures and receipts.
Section 2. Depository: The funds of the Society are invested or deposited in the name of the Society in such depository, as selected by the Board of Directors or its designee or in such instruments, bonds, notes, or other interest-bearing assets as the Board of Directors or its designee may determine.
Section 3. Checks: All checks, drafts, or other orders for payment of money by the Society are signed by the President or such other person as the Board of Directors may from time to time designate by resolution.
Section 4. Audit: An audit of the financial records of the Society shall be conducted annually by a Certified Public Accountant selected by an Audit Special Taskforce and approved by the Board of Directors. An Audit Special Taskforce will be convened at minimum once every three years or as needed to review the work of the Certified Public Accountant and conduct an external search for a replacement if necessary.
Section 5. Budget: At its annual meeting, the Board of Directors approves a budget for the ensuing fiscal year, setting forth expected revenues and expenditures for the various programs or objectives of the Society. In the event that the Board fails to authorize a budget by the beginning of the fiscal year, the President is empowered to authorize expenditures in keeping with the objectives of the Society until the Board approves a budget.
Section 6. Loans to Officers or Directors: The Society makes no advancement for services to be performed in the future nor any loan of money to any Officer or Director of the Society.
Section 7. Fiscal Year: The fiscal year of the Society begins on the first day of January and ends on the 31st day of December of every year.
Section 8. Authorization: The Board of Directors may authorize any Officer or agent of the Society to enter into any contract or execute any instrument on its behalf. Such authorization may be general or confined to specific instances.
Article X: DISSOLUTION
In the event of dissolution of this Society, the powers and duties of the Board of Directors are as set forth in the Articles of Incorporation.
Article XI: AMENDMENTS AND MEETING RULES
Section 1. Change to the Bylaws: The Board of Directors has the right and power to make, alter, amend, or repeal these Bylaws, except those provisions governed by law or the Society’s Articles of Incorporation. Any change of the Bylaws requires the circulation by at least one Director of an appropriate resolution that shows the proposed change at least thirty (30) days before the meeting at which a vote can be taken to adopt the proposed changes and before such changes can take effect. For the proposed changes to be adopted, they must receive an affirmative vote of no fewer than three-fourths (3/4) of the Directors in attendance at a properly convened meeting at which such amendment is presented.
Section 2. Parliamentary Rules: Except where superseded by law, the Articles of Incorporation, or in these Bylaws, Robert’s Rules of Order are selected as guidelines for the conduct of all membership, Board of Directors, and committee meetings. Failure to strictly follow Robert’s Rules of Order shall not be a basis for challenging or nullifying actions taken by the members, Board of Directors, or committees at duly constituted meetings.
Article XII: INTEREST GROUPS
Section 1. General Purpose: To identify and recognize major, individual streams of practice and research interest in the field of Strategic Management and to serve the needs of members with special interests in these major streams of work, the Society forms separate organizational entities with the express purpose of encouraging their development and assembly for purposes of intellectual exchange.
Section 2. Name: These organizational entities are known as Interest Groups and may be referred to as IGs.
Section 3. Status: These Interest Groups exist at the discretion of the Society’s Board of Directors and have no status independent of the Society. The Board of Directors may set rules and procedures pertaining to the creation, termination, organizational structure, and funding of IGs. The Interest Groups do not have authority to engage in the governance or establishment of policy for the Society, nor are the Interest Groups authorized to speak for or represent the Society.
Article XIII: STRATEGIC MANAGEMENT SOCIETY FELLOWS
Section 1. Purpose: To allow recognition of current and past members for outstanding contributions to the field of strategic management or to the furtherance of the field through service, research, teaching, or other means, the Society creates a separate organizational entity with the express purpose of identifying such members and allowing their assembly for purposes of intellectual exchange.
Section 2. Name: This organization is known as the Strategic Management Society Fellows (referred to as Fellows).
Section 3. Status: The Fellows may set their own rules and procedures in a document known as the Fellows Constitution, but have no status independent of the Society. The Fellows do not have any authority to engage in the governance of the Society or establish policy for the Society, nor are the Fellows authorized to speak for or represent the Society in their function as Fellows.