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					                                Atlanta Compliance and Ethics Roundtable  


                                                      BY­ LAWS 
ARTICLE I – Name of Organization.............................................................................................. 2 

ARTICLE II – Purpose .................................................................................................................. 2 

ARTICLE III – Duration ................................................................................................................ 2 

ARTICLE IV – Powers................................................................................................................... 3 

ARTICLE V – Policies ................................................................................................................... 3 

ARTICLE VI – Offices ................................................................................................................... 3 

ARTICLE VII – Membership ......................................................................................................... 4 

ARTICLE VIII – Meetings ............................................................................................................. 4 

ARTICLE IX – Board of Directors ................................................................................................ 4 

ARTICLE X – Duties of Board Officers ........................................................................................ 5 

Article XI – Administration ............................................................................................................ 7 

Article XII – Miscellaneous ............................................................................................................ 7 

Article XII – By-Laws .................................................................................................................... 8 




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ARTICLE I

Name of Organization

The name of the organization shall be The Atlanta Compliance and Ethics Roundtable, hereafter
referred to as ACE.



ARTICLE II

Purpose

2.1    ACE is an affiliation between the Center for Ethics and Corporate Responsibility (“The
Center”) at Georgia State University ("GSU"), Atlanta's compliance and ethics professionals, and
Georgia State University's J. Mack Robinson Colleges of Business and Law.

2.2    The purposes of ACE shall include:

       a. Promoting ethical business practices and providing a forum for members and guests
          to discuss common issues and challenges in their industries and organizations.

       b. Sponsoring roundtable discussions regarding compliance and ethics issues.

       c. Fostering an attitude of commitment and continuous improvement among the Atlanta
          business community in the development of programs that promote integrity and
          ethical leadership.

       d. Creating a forum that provides members a networking opportunity with other
          compliance and ethics leaders.

       e. Providing education on compliance and ethics topics and issues.

       f. Promoting the study of business and compliance by providing scholarships and
          research support to Georgia State faculty and students and by assisting with the
          development of an internship program for Georgia State students.


ARTICLE III

Duration

The duration of ACE’s existence shall be perpetual.



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ARTICLE IV

Powers

The powers of ACE are as follows:

       a. To solicit, accept and collect dues, donations and contributions; and

       b. To do any and all such further acts and to exercise any and all such further powers as
          may be necessary, incidental, conducive, appropriate or desirable for the
          accomplishment of, carrying on of, or attainment of, all or any of the objectives or
          purposes enumerated in these By-Laws.


ARTICLE V

Policies

The following are the basic policies of ACE:

       a. ACE meetings are open to members. Prospective members/guests may attend one (1)
          open meeting at no cost. ACE has a no-solicitation policy; therefore, ACE meetings
          are not open to vendors and service providers with the exception of the annual best
          practices workshop. Exceptions to the membership policy can be granted by
          authorization from the Board of Directors.

       b. ACE shall not participate or intervene in (including the publishing or distribution of
          statements) any political campaign on behalf of, or in opposition to, any candidate for
          public office, nor shall ACE conduct federal or state lobbying activities of any kind.

       c. The Board shall approve all fund raising projects including membership dues and
          sponsorship opportunities and shall implement such fund raising activities as are
          required to meet the budget needs of ACE as determined by the Board.


ARTICLE VI

Offices

6.1    Principal office. The address of ACE's principal office in Georgia shall be as follows:

Mailing Address:
The Center for Ethics and Corporate Responsibility
P.O. Box 3994
Atlanta, GA 30303-3994



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Physical Address:
The Center for Ethics and Corporate Responsibility
34 Broad St., 14th floor
Atlanta, Georgia 30303

6.2     ACE may have such other offices as the Board may determine. The Board may change
the location of any office of ACE.


ARTICLE VII

Membership

7.1    Membership in ACE is open to compliance and ethics professionals, students and
companies. Membership is not open to vendors or consultants of companies that offer
compliance-related products.

7.2    Detailed membership benefits and policies will be set forth in a separate Membership
Policy. The Board may amend the policy.


ARTICLE VIII

Meetings

8.1     ACE members shall have a minimum of four (4) meetings throughout the year at such
time as the Board shall determine.


ARTICLE IX

Board of Directors

9.1    ACE's affairs shall be managed by its Board of Directors (“Board”).

9.2    The Board shall consist of seven (7) members, four (4) of whom will be ACE members in
good standing and three (3) of whom will be appointed by GSU.

9.3  At the first meeting of the calendar year, the President/Chair will present any new board
members. New board members not appointed by GSU are chosen by solicitation.

9.4     Each ACE (non-GSU-appointed) Board Member shall serve for a term of one year for a
maximum of 3 consecutive terms or until a successor is appointed. In the event that a Board
member is no longer eligible for membership, as defined by ACE, that person shall no longer be
eligible to serve on the Board.
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9.5     Officers. ACE Board Officers shall consist of: a Chair/President and Immediate Past
President, which will be filled by ACE members, and a Secretary and a Treasurer, which will be
appointed by GSU. The Board may create additional Officer positions, define the authority and
duties of each such position, and elect or appoint persons to fill the additional positions.

9.6  In the event an office or Board Chair/President is vacated, the Board shall appoint a
member to complete the term.

9.7    The Board shall have the authority to appoint sub-committees as necessary.

9.8   Regular Board meetings. The Board shall meet at least once per quarter.
The Chair/President shall set the date of the meetings at the first meeting of each year. Board
members will make every attempt to attend and actively participate in all meetings.

9.9    Special Board meetings. The Chair/President or other Board Members may call special
meetings as needed.

9.10 Four (4) Board members present at any meeting shall constitute a quorum for transacting
any business.

9.11   Any action by the Board will require a majority vote of the Board members present.

9.12 The Board, or any sub-committee of ACE, may hold meetings by telephone conference
call. The meeting notice must state that the meeting will be a telephone conference call.
Participation of a person in a conference call meeting constitutes presence of that person at the
meeting.

9.13 Board decisions may be made without a meeting if a written consent to the decision is
signed by quorum of the Board. The original signed consents shall be placed with the minutes
and kept with ACE's records.

9.14   Written consent may take the form of a hard copy or electronic communication.

9.15 A written record of the decisions of the Board and of sub-committees will be kept with
ACE's records.


ARTICLE X

Duties of Board Officers

10.1   The Chair/President shall;

       a. Preside at all member and Board meetings;


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       b. Lead ACE and serve as an advocate for ACE’s mission;

       c. Collaborate with ACE Secretary or Graduate Assistant in preparing a written agenda
          for the Board and ACE member meetings;

       d. Authorize commitments for expenditures exceeding $1,000.

       e. Represent or appoint someone to represent ACE at an outside function, provided
          nothing shall be undertaken in the name of ACE without prior approval of the Board;

       f. Maintain liaison with other professional associations in the Atlanta area;

       g. Be an ex officio member of all sub-committees;

       h. Serve on the Center for Ethics and Corporate Responsibility Board of Governors; and

       i. Perform other duties as required.

10.2   The Immediate Past Chair/President shall:

       a. Act in the absence of the Chair/President; and

       b. Assist the Chair/President as requested.

10.3   The Secretary shall:

       a. Serve as official documenter of all ACE business;

       b. Prepare a permanent record of all minutes for archive purposes;

       c. Record and distribute to the Board in a timely manner the minutes of Board meetings;
          and

       d. Perform all duties customarily assigned to the office of Secretary or assigned by the
          Board.

10.4   The Treasurer shall:

       a. Have the custody of all ACE funds;

       b. Approve expenditures for amounts under $1,000;

       c. Keep books of accounts and records including account statements, receipts, budgets,
          and invoices for seven years or permanently if required by law;

       d. Request disbursements be made by GSU upon authorization by the Board in
          accordance with the policy adopted by ACE and with GSU financial policies;


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       e. Present a current Treasurer's report at each regularly scheduled Board meeting and
          annually at the first calendar year members' meeting;

       f. Prepare a permanent record copy of each quarterly Treasurer's report for delivery to
          the Board at the regularly scheduled Board meetings;

       g. Annually prepare and send out membership dues invoices and notices; and

       h. Assist the Board as requested.


Article XI

Administration

11.1 The Board will use a portion of annual dues to fund graduate research assistants who are
working to support the affiliation between ACE and Georgia State and/or who are supporting
research undertaken by faculty related to Compliance.

11.2 The duties of ACE graduate research assistants are to assist in implementing the
directives, decisions, and policies of the Board, as requested.


Article XII

Miscellaneous

12.1    Checks, Drafts, etc. All checks, drafts and other orders for payment of money shall be
paid as provided in these By-Laws.

12.2    Gifts. The Board may accept on behalf of ACE any contribution, gift bequest or devise
for general purposes or for any special purpose of ACE, in accordance with Georgia State
University Policy.

12.3 Records. There shall be kept, at such place as may be designated by the Board, records of
the activities and transactions of ACE. The records shall include, at a minimum, a minute book
that shall contain a copy of these By-Laws, a list of the names and addresses of the
Board/members and all minutes of the Board meetings.

12.4    Fiscal Year. The fiscal year shall be July 1 to June 30.

12.5 Compensation. Board Members shall not receive compensation for their services but can
receive reimbursements for expenses and can be engaged to perform other services for ACE as
long as the compensation is reasonable.


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12.6 No Benefit of Earnings. No part of the net earnings of ACE shall inure to the benefit of,
or be distributed to, its members, Board Members, directors or other private persons, except ACE
shall be authorized and empowered to pay reasonable compensation for services rendered and to
make payments and distributions in furtherance of the purposes set forth in these By-Laws.

12.7 Loans. No loan shall be contracted on behalf of ACE and no evidence of indebtedness
shall be issued in its name unless authorized by resolution of the Board. Such authority may be
general or confined to specific instances.

12.8 Headings. The headings used in these By-Laws are used for convenience and shall not be
considered in construing the terms of these By-Laws.

12.9 Gender. Wherever the context requires, all words in these By-Laws in the male gender
shall be deemed to include the female or neuter gender, all singular words shall include the
plural, and all plural words shall include the singular.


Article XII

By-Laws

ACE By-Laws shall be adopted or may be amended by a majority vote of the Board.


                                         APPENIDX A

                                       REVISION LOG


  Date Adopted       Chair/President           Nature of Change           Date of Change




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