Constitución y Estatutos Sociales

Approved October 1, 2004

 
 
CONSTITUTION AND BYLAWS
FOR THE
INTERNATIONAL ASSOCIATION OF JESUIT BUSINESS SCHOOLS
(IAJBS)
 
A. BACKGROUND
The International Association of Business Schools' Constitution and Bylaws were first adopted in 2002 in place of the 1996 Memorandum of Agreement. 
 
B. CONSTITUTION OF THE INTERNATIONAL ASSOCIATION OF JESUIT BUSINESS SCHOOLS (IAJBS)
 
 
ARTICLE 1--NAME
The name of this Organization shall be the International Association of Jesuit Business Schools. The acronym IAJBS will be used where appropriate.
 
ARTICLE II--OBJECTIVES
The objectives of IAJBS are:
a.        To enable our member institutions to excellently serve students, faculty, and other peoples and organizations in the context of an evermore global world based on the principles of Jesuit education.
b.       To develop and promote the concept of management as a profession and vocation in our various societies and countries. 
c.        With a commitment to the teachings of recent Jesuit Congregations, to enable our institutions to prepare competent graduates in business and economics committed to service to others, particularly the less fortunate, in and through their profession and organizations.
d.       To support and facilitate the on-going professional development and education of business school administrators and faculty and others, as appropriate, in regard to the specific nature and work of business schools in the context of Christian Social Thought and Jesuit education.
 
To facilitate the attainment of these objectives:
·         IAJBS shall give high priority to improving communication and to enabling the exchange of information among our members.
·         In cooperation with existing regional organizations IAJBS shall promote and encourage regional activities and programs and shall assist in developing communication between members in a region and between regions.
·         IAJBS may enter into cooperative arrangements with other professional and scientific organizations interested in the same objectives as those of IAJBS.
 
ARTICLE III--STRUCTURE OF THE INTERNATIONAL ASSOCIATION OF JESUIT BUSINESS SCHOOLS
1.        Board of Directors. The Board of Directors shall be the chief policy-making and legislative body of IAJBS, subject only to a referendum of the membership.
2.        Committees. Constitutionally mandated committees, standing committees and ad hoc committees, established in accordance with the Constitution and Bylaws, shall assist in planning and carrying out the activities of IAJBS.
 
ARTICLE IV--MEMBERSHIP
1.     Eligibility. Any person or institution who shares the mission, vision, and objectives of IAJBS in accordance with classes of membership shall be eligible for admission.
2.    Classes of Membership. There shall be three classes of membership as defined below:
a.        Regular Academic Members
Regular Academic Members are business administration and management programs which are part of the higher education institutions of the Society of Jesus.   Also included are those business schools of the Society that are free standing.
 
The determination that an institution is Jesuit normally will be determined by the listing in the Directory issued by the Secretariat in Rome. Definition of post-secondary will be determined by the listing in the Directory and the accepted classification within the country or regional organization.   All such institutions will be automatically listed as IAJBS members unless the institution asks the Executive Director in writing to be deleted. Jesuit member institutions will be expected to make a good-faith effort to pay the assessed dues.
 
b.        Associate Academic Members
Associate Academic Members are business administration and management programs which are Catholic and post-secondary and identify with the principles and objectives of the Society of Jesus with respect to higher education as applied by the programs previously mentioned.
 
A special effort shall be made to attract associate members from countries in which there are no Jesuit post-secondary programs in business. The Board of Directors in an ordinary meeting has the responsibility of approving this type of member. Membership requests, which must be supported by at least two regular members, are to be made by letter to the Executive Director.
 
Normally the Board of Directors will depend on local regular members to determine if an institution is both post-secondary and Catholic. The proposed institution must identify with the principles and objectives of the Society of Jesus with respect to higher education.
 
c.        Corporate and Individual Members
This category of membership includes both for-profit and not-for-profit organizations, and individuals, who identify with and can support and contribute to the Mission of the IAJBS as spelled out in this Constitution and Bylaws. The Board of Directors in an ordinary meeting has the responsibility of approving this type of member. Membership requests, which must be supported by at least two regular members, are to be made by letter to the Executive Director.
 
3.     Voting and Other Privileges. The privileges of membership are defined below:
a.        Regular Members shall have the right to hold office, to vote, to sign referenda, to initiate petitions, and to sign nominating petitions.
b.       Normally, the official representative to the IAJBS shall be the Dean or his/her representative of the institution.
 
ARTICLE V--DUES AND MEMBERSHIP TERMS
IAJBS will levy membership dues for the different classes of Members and subscription rates for its publications. Membership terms shall be specified in the Bylaws.
 
ARTICLE VI-- TERMINATION OF MEMBERSHIP
Grounds for termination of membership include: non-compliance of Bylaws and resignation by the Member.
 
ARTICLE VII--BOARD OF DIRECTORS
1.        Composition. The International Association of Jesuit Business Schools’ Board of Directors shall consist of the following:
a.        Officers:
§         President
§         President-Elect
§         Secretary (a US representative appointed by the Board)
§         Treasurer
§         Immediate Past President
§         Secretary of Higher Education of the Jesuit Curia
§         Executive Director (appointed by the Board), ex-officio with vote.
b.     There will be 20 regional representatives from among the Regular Academic Members, serving three-year staggered terms, distributed as follows. 
·         Up to Five from Europe including the Middle East and Africa.
·         Up to Five from Asia including India.
·         Up to Five from the USA and Canada.
·         Up to Five from Latin America.
The officers shall be drawn from the regional representatives.
The Executive Director and secretary will count as regional representatives from their respective region.
c.     There will be one (1) representative of the Associate Academic Members, elected by the Board of Directors.
2.    Duties.
a.        The Board of Directors shall establish objectives, policies and plans; issue directives; staff the Publications Committee, the Nominating Committee and the Planning and Development Committee, and establish and staff standing committees; monitor the work of officials and activities underway or planned; determine operating financial policies; and take other actions necessary for the implementation of IAJBS’s objectives. Each year, at the beginning of its term of office, the Board of Directors shall approve written objectives and plans that were prepared by appropriate Committees. Objectives and plans will be published in the IAJBS’s Official News Publication. At the end of each year, the Board of Directors shall publish a statement of accomplishments in the Official News Publication.
b.       The Board of Directors will establish membership dues for the different classes of Members and subscription rates for its publications.
c.        The Board of Directors, upon recommendation by the Publications Committee, shall appoint an Editor of the Official News Publication.
d.       Each year the Board of Directors shall appoint an external certified public accountant to audit IAJBS’s books and accounts.
3.     Meetings.
a.        Quorum. A majority of the members of the Board of Directors shall constitute a quorum at any duly called meeting.
b.       The Board of Directors shall meet early in the fourth quarter of the fiscal year to review and approve the programs and budget for the following fiscal year.
c.        Procedures. The rules contained in IAJBS’s Constitution and Bylaws and in the most current published edition of Robert\\\\\\\'s Rules of Order shall govern the parliamentary procedure of all meetings.
d.       Meetings of the Board of Directors may be called by the President or by petition of five members of the Board of Directors. There shall be at least two meetings of the Board of Directors each year.
e.        The Board of Directors shall govern by majority rule except when otherwise provided by the      
                               Constitution and/or Bylaws.
 
ARTICLE VIII—EXECUTIVE COMMITTEE
1.        The Executive Committee of the Board of Directors shall consist of the Officers of the Board.  IAJBS’s officers shall be President, President-Elect, Past President, Secretary, Treasurer, and Secretary of Higher Education of the Jesuit Curia as specified in Article VII.   
a.        Only Regular Academic Members of IAJBS may be nominated for office or hold office.
b.        No person may hold two of these offices concurrently.
2.        The Executive Committee shall act as a steering committee to the Board of Directors by establishing agenda, proposing members for staffing committees and for filling vacancies on committees, submitting a proposed annual budget and plans for IAJBS’s activities for the coming year, and performing such other duties as to facilitate the policy deliberations of the Board of Directors.
3.        Terms of Office. The terms of office shall be specified in the Bylaws.
4.        Duties. All officers shall serve on the Board of Directors. Additional duties of officers other than the Past President and the Secretariat are as follows:
a.        President. The President shall be IAJBS’s chief officer, performing all duties required by the Constitution and Bylaws. The President shall be IAJBS’s chief representative before the public and in its relationships with other persons and organizations. The President may create and staff ad hoc committees for a period not to exceed his or her term of office.
b.       President-Elect. The President-Elect shall, in the temporary absence or incapacity of the President, preside at Board of Directors and Executive Committee meetings and represent IAJBS before the public and in its relationships with other persons and organizations. The President-Elect shall be responsible for planning and supervising the program at the annual meeting of the organization. At the close of his or her term of office, the President-Elect shall automatically become President.
c.        Secretary. The Secretary, as the keeper of the Corporate Seal, shall perform duties normal to that office, including those specified elsewhere in the Constitution and those specified in the Bylaws.  The Secretary will represent the Corporation in legal matters and be responsible for maintenance of the Corporation’s good standing.
d.       Treasurer. The Treasurer shall make policy recommendations concerning accounting procedures and controls, and shall recommend financial guidelines for developing the proposed annual budget to the Board of Directors. He or she shall, together with the Executive Director, make planning and budget presentations to the Board of Directors.
e.        Executive Director. The Executive Director shall be responsible for the operation of IAJBS and the implementation of policies and procedures, as approved by the Board of Directors; and shall carry out duties and responsibilities as requested by the President and other officers of IAJBS. The Executive Director shall provide to the Treasurer a quarterly report on the finances of the IAJBS.  The Executive Director shall ensure that directives of the Board are carried out.
4.     Vacancies in Office
a.        President. In the event the office of President becomes vacant due to death, permanent incapacity or for other reason, the President-Elect shall immediately assume the office of President for the remainder of the current term, and shall also serve as President for the entirety of the succeeding term. If the office of President-Elect is vacant at the time the office of President becomes vacant, a special election shall be held for the office of President, as provided in the Bylaws. For the interim period, an interim President shall be elected by majority vote of the Board of Directors.
b.       President-Elect. In the event the office of President-Elect becomes vacant, this office shall be
 filled at the time of the next regular election, as provided in the Bylaws.
c.        Past President. If a vacancy occurs in the office of Past President, the office shall remain vacant for the remainder of that term.
d.       For any other offices which may fall vacant between elections, a vacancy shall be filled by temporary appointment by the Board of Directors. A Regular Academic Member thus appointed shall serve for the remainder of the term of office, as specified in the Bylaws.
 
ARTICLE IX--NOMINATIONS AND ELECTIONS
1.         A Nominating Committee shall be established in accordance with relevant provisions specified in the Constitution and Bylaws to prepare the nomination of officers.
2.         The election of officers shall be in accordance with relevant provisions specified in the Constitution and Bylaws.
3.         The results of an election shall be published in the IAJBS’s Official News Publication.
 
ARTICLE X--REGIONAL REPRESENTATION
1.    Authorization.
The regional representatives of IAJBS are specified in the Article VII. 
2.    Organization.
Each region shall have on the Board of Directors at least five representatives, elected by the members of the region. The terms of office shall be three years. Each region shall organize itself in such a way to guarantee the accomplishment of IAJBS objectives.
3.     Actions of regional divisions that impact the reputation or resources of IAJBS must be approved by the Board of Directors.
4.    Duties of Regional Representatives.
Duties of regional representatives are specified in the Bylaws.
 
ARTICLE XI--GENERAL MEETINGS
1.        Annual Professional Meeting. There shall be at least one professional meeting of IAJBS each year open to all Members.
2.        Annual Business Meeting.
a.        Each year a business meeting shall be held in conjunction with the annual professional meeting. At the annual business meeting, the Officers and Committee Chairs shall report on outcomes and activities associated with their responsibilities, as specified in the Constitution and Bylaws, and the Members shall have the opportunity to exchange information and raise questions.
b.       All Members shall be notified by email as to the time and place of the annual business meeting at  
      least one month before said meeting.
 
ARTICLE XII--PUBLICATIONS
1.        There shall be an Official News Publication of IAJBS, as specified in the Bylaws. Other publications may also be established by the Board of Directors.
2.        Each publication shall have an Editor, as provided in the Bylaws.
3.        A Publications Committee shall be established to recommend to the Board of Directors publication policy for the official News Publication, as specified in the Bylaws, and for any other publications, and shall monitor the approved publication policies on behalf of the Board of Directors, as specified in the Bylaws.
 
ARTICLE XIII--RESOLUTION
1.        The Board of Directors, committees, and Regional divisions of IAJBS shall not adopt any resolutions that deal with issues unrelated to the mission and objectives of IAJBS.
2.        Resolutions and recommendations of officials of IAJBS, committees, and Regional divisions shall be so phrased as to commit only those individuals or entities which have formally approved them.
 
ARTICLE XIV-REFERENDA
Upon its initiative, or by petition to the Secretary that is signed by at least five percent of the Members of IAJBS, the Board of Directors shall submit a question to the Members for a referendum vote promptly, but in no case later than two months after action by the Board of Directors or receipt of the petition. The email ballot for such a vote shall be accompanied by briefs prepared by the Board of Directors stating both sides of the question. The results of the referendum shall be determined by a majority vote of the email ballots received within 30 days after submission of the question to the Members. The Secretary shall publish the results of the referendum in IAJBS’s official News Publication.
 
ARTICLE XV--HONORS AND AWARDS
The Board of Directors may bestow honors and awards in keeping with the objectives of IAJBS.
 
ARTICLE XVI--BYLAWS
1.        Bylaws shall be prepared by the Board of Directors and submitted to the Members of IAJBS for approval. Adoption of the Bylaws shall require a majority affirmative vote of those Members returning an email ballot for voting on the Bylaws within 30 days after their mailing to the Members.
2.        Changes to the Bylaws may be proposed by the Board of Directors or by the Members of IAJBS.
a.         Changes to the Bylaws proposed by the Board of Directors shall be published in the IAJBS’s Official News Publication, or sent by a special email to the Members. If, within 30 days after dissemination, at least fivepercent of the Members request a vote by the membership, a written ballot for voting on the proposed change will be submitted to the Members promptly, but in no case later than three months after the original dissemination of the proposed Bylaws change. Approval of the Bylaws change requires a majority affirmative vote of those Members returning the email ballot within 30 days after their mailing to the Members. If less than five percent of the Members request a vote of the membership, the proposed Bylaws change will be submitted to the Board of Directors for a vote, approval requiring a two-thirds affirmative vote of the membership of the Board of Directors.
b.        Changes to the Bylaws proposed by Members must be presented by a petition to the Secretary that is signed by at least five percent of the Members. A written ballot for voting on such a proposed change will be submitted to the Members promptly, but in no case later than two months after receipt of the petition, approval requiring a majority affirmative vote of those Members returning an email ballot for voting on the Bylaws change within 30 days after their email to the Members.
 
   ARTICLE XVII--DISSOLUTION
                Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
 
ARTICLE XVIII--CHANGES IN CONSTITUTION
1.        No article shall be added to this Constitution and no part shall be amended or annulled except by an email ballot sent to all Members. A change in the Constitution requires a two-thirds affirmative vote of the Members returning said written ballots within 30 days after their email to the Members.
2.        Proposals for changes in the Constitution may be made by the Board of Directors or by a petition to the Secretary that is signed by at least five percent of the Members of IAJBS.

BYLAWS OF THE
INTERNATIONAL ASSOCIATION OF JESUIT BUSINESS SCHOOLS