Bylaws

The International Association for Chinese Management Research

(January 2014)

Article I.       Objectives and Core Values

Article II.      Membership

Article III.     Officer and Governor Election and Officer Tenure

Article IV.     Duties of Elected Officers

Article V.      Board of Governors

Article VI.     Appointed Officers

Article VII.    Committees

Article VIII.   Meetings

Article IX.     Publications

Article X.      Policies

Article XI.     Rules of Order

Article XII.    Amendment of Bylaws

Article XIII.   Indemnification

Article I. Objectives and Core Values

1. IACMR Objectives

(1) To encourage wider acceptance and active idea exchanges among those interested in the science, education, and practice of Chinese management

(2) To provide opportunities for closer cooperation and collaboration among scholars, educators, practitioners, and policymakers about management research and education in Chinese contexts

(3) To advance an educational organization with unquestioned reputation for excellent scholarship and intellectual integrity

Chinese management is broadly defined as management of Chinese organizations operating on or outside the Chinese mainland and non-Chinese organizations operating in any Chinese contexts.

2. IACMR Core Values

• Pursuit of Excellence – members, officers, and volunteers of IACMR aspire to reach excellence in all of their activities and contributions, individually and collectively.

• Source of Inspiration – IACMR members draw inspiration from each other’s work and from the activities, programs and publications offered by IACMR.

• Responsible Scholarship – IACMR encourages its members to contribute to the well-being of the Chinese society and the global community through engaged and socially responsible scholarship in management.

• Spirit of Service – IACMR promotes volunteerism and a strong spirit of service from its members to IACMR and to the profession as a whole.

Article II. Membership

1. Application and admission

Membership is open to individuals interested in the science, education, and practice of Chinese management regardless of race, ethnicity, nationality, gender, language, religion, or political beliefs.

Applications and dues required for the first year of membership are submitted to Membership Services.  The Board of Governors (the Board) determines the amount of dues required.

2. Membership classes

(1) Regular memberships are for researchers, educators, and practitioners who are interested in Chinese management research. Students who are also faculty/industry/government employees are considered regular members.

(2) Student memberships, limited to a maximum of five years, are for full-time students who are actively pursuing Ph.D. or master’s level degrees and are interested in Chinese management.

3. Voting

Only dues-paying active regular and student members have full voting rights.

4. Membership dues

(1) The Board establishes the annual dues and revises annual regular and student membership fees as needed.

(2) Annual dues, valid for twelve months, are collected when a member joins. Dues must be renewed on the anniversary date of membership thereafter.

(3) IACMR may collect multiple-year membership dues at members’ request or in connection with conference participation.

5. Compliance

All members should abide by academic ethics and the rules and regulations of the IACMR Commitment to Excellence.

Article III. Officer and Governor Election and Officer Tenure

1. Officers and their tenures

(1) IACMR Association will have a president, president-elect, vice-president/program chair, immediate past-president, and a nonvoting vice-president-elect. The Board may also appoint an executive director and executive secretary/treasurer.

(2) Every two years, officers succeed as follows:

1. Vice-president-elect becomes vice-president/program chair
2. Vice-president/program chair becomes president-elect
3. President-elect becomes president
4. President becomes immediate past-president

Officer succession formally occurs every other year on the last day of the IACMR conference.

(3) The president is responsible for the overall guidance of IACMR and for guiding and coordinating the activities of the other officers and committees named in the bylaws.

(4) The president-elect succeeds the president as ex officio of the Program Committee for the following biennial conference.

(5) The vice-president/program chair serves as program chair for the IACMR biennial conferences.

(6) The president, president-elect, vice-president/program chair, and immediate past-president have two-year tenures.

(7) Before assuming full duties as vice-president for two years, the vice-president elect serves as an incoming officer and nonvoting member of the Board for a one-year learning period.

(8) The president appoints the executive director. The Board approves the appointment and grants the length of tenure.

(9) The president appoints the secretary/treasurer, with Board approval, for a six-year renewable term.

(10) The Board may fill any office vacancies occurring because of death, resignation, removal, or disqualification, for the unexpired portion of the term.

2. Officer and Governor Election

(1) The vice-president-elect and representatives-at-large are elected every two years. The Nomination and Election Committee (N&E Committee), which includes members of the Past-Presidents Fellows and the president, with the immediate past-president serving as chairperson, initiates and controls the officer and governor selection process.

(2) The N&E Committee chair solicits members for open-position nominations through online submission or email communications.

(3) The N&E Committee proposes a ballot of two to three nominated candidates for each officer and governor position.

(4) The Committee selects candidates according to criteria that the committee deems important for the position including commitment and dedication to serving IACMR, ability to be responsive and timely in running IACMR business and related activities, ability and enthusiasm to energize prospective members, and motivation and demonstrated experience in promoting management research in and about China.

(5) Election ballots list candidates in alphabetical order within each position. All candidates submit brief written statements indicating their qualifications, their vision for IACMR, and other relevant information as specified.

(6) Email or electronic ballots are sent to eligible, active, fee-paying members. The candidate receiving the most votes wins. In case of ties, the N&E Committee consults with the Executive Committee to choose the winner.

Article IV. Duties of Elected Officers

1. The president

• Reports status and progress of IACMR at annual business meetings
• Serves as chair of the Board and Executive Committees
• Appoints chairs of IACMR committees and various standing committees with the advice of other officers
• Appoints ad hoc committees as deemed appropriate
• Provides overall leadership of IACMR
• Invites speakers and conducts annual business meetings
• Presides over IACMR biennial conferences
• Works with LAC to raise funds for IACMR conferences
• Coordinates and presides over annual Executive Committee meetings
• Coordinates and presides over annual Board of Governors meetings
• Serves as academic director for biannual research methods workshops
• Writes the president’s message for quarterly IACMR newsletters
• Manages external relations
• Supervises the executive director in the China office

2. The president-elect

• Serves as a member and appoints the chairs of both the Distinguished Scholarly Contribution Award and the Distinguished Executive Award Committees
• Works with the program chair on developing biennial conference schedules
• Serves as the major mentor for the program chair in organizing the next conference
• Works with the editor on quarterly newsletters
• Secures upcoming conference locations and major sponsoring universities
• Works on special projects such as member drives, program improvements, and association developments

3. The vice-president/program chair

• Serves as program chair of biennial conferences
• Selects conference themes
• Prepares calls for submissions
• Selects track chairs and recruits reviewers for conference submissions
• Works with the chair of the Local Arrangement Committee
• Forms conference program committees
• Works with Past-President Fellows to form keynote panels
• Selects the best reviewers for conferences
• Serves as chair of the Best Conference Paper Award Committee
• Prepares conference program booklets, including academic program contents, and ensures that names, paper titles, and formats are accurate.

4. The vice-president elect

• Serves one year as incoming nonvoting officer to observe and learn from the president, president-elect, and vice-president
• Prepares the next biennial conference in selecting the theme, identifying track chairs, and developing new innovations
• Performs other duties as needed

5. The immediate past-president

• Serves as chair of the Past-President Fellows Group
• Serves as the chairperson of the Nominating and Election Committee
• Orients newly elected officers and representatives-at-large
• Serves as chair of the New Member Orientation held at biennial conferences
• Performs any other duties and contributes to further the objectives as specified by the Past-President Fellows

Article V.  Board of Governors

1. The Board of Governors (the Board) consists of the immediate past-president, the president, president-elect, vice-president/program chair, and at least four representatives-at-large. The vice-president-elect, executive director, and executive secretary/treasurer serve as nonvoting Board members.

2. The Board appoints an executive director and an executive secretary/treasurer to run daily operations of IACMR, under the Board’s oversight.

3. Newly elected representatives-at-large are incoming governors for one year to observe and learn before assuming full duties for two years.

4. The representatives-at-large represent general membership interests. At least one representative-at-large comes from each of the four broad regions of the Americas, Asia Pacific, Europe, and the Chinese mainland.

5. 5. Except when a term expires, the Board may vote on vacancies to replace representatives-at-large lost to resignation, death, or removal.

7. Representatives-at-large

• Serve as a track chairs at biennial conferences
• Serve as chairs of standing (general or functional) committees
• Develop membership bases in their regions
• Raise IACMR presence at various meetings in their regions
• Perform other Board-designated, president-designated, or job description-specified duties

Article VI. Appointed Officers

1. The executive director reports to the president and is responsible for administrating the Association’s global operations and supervising the China office, particularly in business development, membership service and growth, and external relation development, under the Board’s overall strategic direction.

2. The executive secretary/treasurer provides administrative support for the president in organizing the annual business meeting, preparing and keeping IACMR financial records, and performing duties as specified in the job description.

Article VII. Committees

1. GeneralCommittees and Functional Committees have designated authority.

(a)  General Committees: The Board of Governors, with majority agreement, may appoint committees of two or more members and grant those committees authority in managing IACMR. The Chair of these committees must be a member of the Board of Governors or Past President Fellows. However, these committees may not amend, alter, or repeal bylaws; elect, appoint, or remove any committee members, governors, or IACMR officers; amend the Constitution; adopt merger or consolidation plans with other corporations; authorize the sale, lease, exchange, or mortgage of any IACMR property or assets; authorize the voluntary dissolution of IACMR or revoke its proceedings; adopt plans to distribute IACMR assets; or amend, alter, or repeal any resolution of the Board or change their duties.

(b) Functional Committees:  A majority of the governors, or the President under Board authorization, may designate and appoint committees that do not manage IACMR but carry out the essential functional activities of IACMR.  Both the Chair and the membership of these functional committees are not limited to governors.

2. Term.Each committee member continues until replaced, the committee is terminated, the member is removed, or the member no longer qualifies.

3. Chairperson.The Board, the president, or the vice-president through Board delegation appoints committee chairpersons. However, the vice-president is program chair of the Conference Committee.

4. Vacancies.Committee vacancies are filled by following the same procedures used for the original appointments.

5. Manner of Acting.Unless the Board of Governors stipulates otherwise when designating a committee, committees may act only when they have a majority of members present at a meeting.Each committee may adopt rules for its own governance, but their rules must be consistent with these bylaws or with rules adopted by the Board.

There are four General Committees (Articles VII-6 to VII-9 below) and six Functional Committees (Articles VII-10 to VII-15 below).

6. The Executive Committee includes the immediate past-president, president, president-elect, and vice-president/program chair. Nonvoting members are the vice-president elect, the executive director, and the executive secretary/treasurer. The Committee has fiduciary responsibility to ensure that IACMR funds and other resources are used and developed properly. The Committee prepares formal motions for Board approval. The Board empowers the Committee to make interim decisions and fulfill specific managerial responsibilities.

7. The Past-President Fellows group of past IACMR presidents is responsible for strategy formation, leadership succession, and culture building. Past-presidents are inducted immediately after their presidential terms end. The immediate past-president serves as chair.

8. The Academic Advisory Committeeincludes at least twelve distinguished scholars from various constituencies, appointed by the president in consultation with the Executive Committee, to provide guidance concerning issues affecting IACMR.

9. TheExecutive Advisory Committeeincludes at least ten entrepreneurs from various industries, appointed by the president under delegation by the Executive Committee, to provide guidance concerning management-practice issues that scholars should address.

10. The Membership Committeeincludes at least five members to develop strategies to attract, promote, and maintain membership, to improve member services, and to organize and guide regional member activities.

11. The Education Committee includesat leastfive members to identify areas for learning and teaching, design teaching workshops, promote education ethics, and assist members in career development.

12. The Research Committee includesat least fivemembers to promote and facilitate scholarship among members doing Chinese management research, advance research opportunities for members, promote research ethics, organize research workshops during and between biennial conferences, and screen and select nonconference award winners.

13. The Conference Committeeincludes at least five members responsible for working with the president-elect to identify local hosts for biennial conferences and working with the Local Arrangement Committee to organize biennial conferences.

The Executive Committee may select a program co-chair to work with the current vice-president/program chair to coordinate biennial conference activities. Typically, the program co-chair is the chair of the Local Arrangements Committee and is the dean of the university hosting the biennial conference. The program co-chair assists the vice-president and program chair until the biennial conference concludes.

14. The Publications Committee includesat least fivemembers serving IACMR on issues regarding publication of IACMR books and journals (Management and Organization Research, Chinese Management Insight, Newsletter, etc.). The Committee includes one or two senior editors of the IACMR journal (MOR), one member of the Executive Committee, and one representative from each sponsoring university of the journal, or in the absence of sponsorships, a general member of IACMR. The Committee periodically selects and/or retains the editor-in-chief of MOR or other publications of IACMR and evaluates the performance of the EIC. The Committee also prepares recommendations for new publications for Board approval.

15. The ManagementCommitteeincludes at least five members responsible for procedural development, process improvement, policy development, IACMR website development and maintenance, and for seeking and maintaining financial resources for the association.

16. The chairpersons choose the members of the six functional committees (Article II-10 to Article II-15) by calling for nominations of generalmembers who are willing to serve on committees.

Article VIII. Meetings

1. The Board of Governors determines times and locations for annual business meetings and informs the membership at large at least two months prior to the meeting date.

The president or a majority of the voting governors then in office may call special Board meetings and may select times and places at their discretion. Governors must be notified in writing (e-mail messages are acceptable), at least seven days before special meetings are held.

2. Meetings of Board of Governors: The Board meets yearly in person for at least one day, and may hold virtual meetings when necessary. The Executive Committee determines the time and place.

3. Meetings of Executive Committee: The Executive Committee meets yearly, in person, for at least one day before the Board of Governors’ annual meetings, plus one or more virtual meetings when necessary.

4. Special Meetings: Members may be called for special meetings by the Board or by written request signed by one-third of the voting members. The call must state the time, place, and purpose or purposes by mail or electronically at least thirty days but not more than sixty days prior to the meeting date.

5. Quorum of the Voting Members.At least 10% of the voting members, in person or by proxy, constitute a quorum for all member meetings. If the quorum is not met, the presiding officer must adjourn until a quorum is present.

6. Quorum of Governors.A quorum is reached if a majority of the Board of Governors is present at any Board meeting. If a majority is not present in person, the governors may adjourn the meeting without further notice.Unless the law or these bylaws require a greater number, the Board of Governors may act as long as they have the required quorum.

7. Electronic Meetings. Governors may attend meetings by telephone or other electronic equipment as long as all participants can hear each other.

8. Governors’ Informal Actions.Any legally required actions to be taken at a meeting of governors may occur if all governors sign their consent.

Article IX. Publications

IACMR issues publications for members, including journals and books. The Publications Committee, under Board of Governors oversight, chooses policy regarding content and manner of publication. The Board selects editor(s)-in-chief who are responsible for journal(s) management, book publications, and execution of publication policies.

Article X. Policies

1. Contracts. The Board of Governors authorizes the president, who may in turn authorize any officer or the executive director to enter into any contract or execute and deliver any instrument in the name of and on behalf of IACMR. Such authority may be confined to specific instances only.

2. Books and records. The Association keeps complete books and records of accounts and minutes of the Board of Governors proceedings.

3. Fiscal year. IACMR’s fiscal year begins January 1 and ends December 31.

4. Seal. The Board of Governors may approve a seal for conducting official IACMR business.

Article XI. Rules of Order

The most recent edition of Robert’s Rules of Order provides procedural rules for IACMR unless the rules are inconsistent with the Constitution or the bylaws.

Article XII. Amendment of Bylaws

The Board of Governors may propose an amendment to the Bylaws. Any amendment must be approved by a two-thirdsvote of the Board and must be voted on by the membership. A majority vote is required to adopt any amendment. Board-initiated amendments to the bylaws must be announced to voting members within 45 days of the board vote. Petitions signed by 20% of the voting members may initiate bylaw amendments. For any proposed amendment, membership must be given at least two weeks after the amendment is announced to study it before voting to approve it.

Article XIII. Indemnification

IACMR shall indemnify (including advances against expenses) present or former governors, officers, employees, agents of IACMR, anyone so designated by the Board of Governors, or their legal representatives against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with actions, suits, or proceedings they encounter because of having been governors, officers, employees, or agents.  The Board will not approve and IACMR will not pay indemnification or advances against expenses until legal counsel provides an opinion concerning the legality of the proposed indemnification.