Society’s Vision Statement

The Society recognizes teaching as a noble calling spanning the boundary of art and science; grounded in theory and intellectual creativity; focused on enhancing learning in the classroom and beyond. Management educators connect theory and practice in innovative ways, bridging academic research and organizational application. As scholars, they develop the techniques and evaluate the outcomes of the teaching/learning process.

The Society creates a facilitating environment in which educators at all stages of their careers can reaffirm the relational nature of learning and the values essential to the integrity of the learning process. The Society’s culture cultivates the values of trust, mutual respect, and personal growth, thus creating a context in which individuals may take risks to develop their own teaching skills and/or share their innovations with others.

The Society takes a leadership role in ensuring that teaching and learning activities receive the institutional appreciation and support they deserve at the student, classroom and organizational levels. The Society assists in the development and dissemination of teaching and learning resources—best practices, experiential pedagogy, and innovations—through its publications and conferences, regionally, nationally, and internationally.

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MANAGEMENT & ORGANIZATIONAL BEHAVIOR TEACHING SOCIETY BY-LAWS

(as revised March 25, 2020)

 

ARTICLE I – NAME

Section 1.  Name.  The name of this organization shall be Management & Organizational Behavior Teaching Society, also known as “MOBTS,” hereinafter referred to as the “Society.”

Section 2.  Use of Name.  The use of the name of the Society for co-sponsorship or seminars, workshops, conferences or endorsement of similar meetings shall be restricted to those activities endorsed by the Board of Directors of the Society.

 

ARTICLE II – MISSION

The mission of the Society is to enhance the quality of teaching and learning across the management disciplines.

 

ARTICLE III – MEMBERSHIP

The Society welcomes into its community others who share its passion for teaching and learning.

Section 1. Membership. The Society shall have three (3) classes of voting members, designated as: (1) Educator/Practitioner; (2) Graduate Student; and (3) Emerita. Any person dedicated to the purposes of the Society and meeting the qualifications criteria outlined in Art. III, Sec. 2 shall be eligible for membership upon payment of membership dues as the Board may fix from time to time.

Section 2. Criteria for Each Class. Any person dedicated to the mission and vision of the Society shall be eligible for membership in the Society pending payment or renewal of membership dues. The following membership criteria apply to each class:

1. Educator/Practitioner membership shall be open to any person who is professionally engaged in areas such as teaching, training, consulting, administration, research, and instruction in an education institution, a not-for-profit organization, a for-profit organization, or independently employed.
2. Graduate Student membership shall be open to any person registered for graduate study.
3. Emeritus/Emerita membership shall be open to any person having retired from his/her professional position

Section 3. Term of Membership. The membership term shall be one year starting at the date of purchase (if purchasing online), or at the date of activation by the Society (if acquired through conference attendance).

Section 4. Termination of Membership. A membership shall terminate on the occurrence of any of the following events:

1. Resignation of the member;
2. Expiration of the period of membership without renewal;
   1. In the event that the member fails to renew his/her membership prior to the expiration date, the member may still reinstate the expired membership by way of renewing online. The one-year period will begin upon the date of reinstatement.
3. Violation of the Society’s Policy on Harassment and Assault (heretofore referred to as the “Policy”)
4. Termination of membership under this Article III, Section 4 of these bylaws based on the good faith determination by a majority vote of the Board, or a committee or person authorized by the Board to make such a determination that, regardless of the time or place of the infraction, needn’t occur during Society operations, the member has violated the Policy, or that the member has failed in a material and serious degree to observe the reasonable expectations of membership conduct, or has engaged in conduct materially and seriously prejudicial to the Society’s purposes and interests.

Section 5. Expulsion of Membership. A member may be expelled, under this Article III, Section 5 of these bylaws, based on the good faith determination by the Board, or a committee or person authorized by a majority vote of the Board to make such a determination that, regardless of the time or place of the infraction (needn’t occur during Society operations) the member has violated the Policy, or that the member has failed in a material and serious degree to observe the reasonable expectations of membership conduct, or has engaged in conduct materially and seriously prejudicial to the Society’s purposes and interests.

Section 6. Suspension of Membership. A member may be suspended, under Article III, Section 4 of these bylaws, based on the good faith determination by the Board, or a committee or person authorized by a majority vote of the Board to make such a determination that, regardless of the time or place of the infraction (needn’t occur during Society operations) the member has violated the Policy, or that the member has failed in a material and serious degree to observe the reasonable expectations of membership conduct, or has engaged in conduct materially and seriously prejudicial to the Society’s purposes and interests. A person whose membership is suspended will not be considered a member during the period of suspension and will not be afforded membership rights as so defined in these bylaws.

Section 7. Procedure for Expulsion, Termination, or Suspension of Membership. If grounds appear to exist for suspending or terminating a member under Art. III, Sections 4, 5, or 6 of these bylaws, the following procedure shall be followed:

1. The Board will give the member at least 15 days prior notice of the proposed expulsion, suspension, or termination, including the reasons for the proposed expulsion, suspension, or termination. Notice will be given by any method reasonably calculated to provide actual notice. Notice given by mail will be sent by certified or registered mail to the member’s last address as shown on the Society’s records.
2. The members shall be given an opportunity to be heard, either orally or in writing, at least five (5) days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement, considered by the Executive Committee, the Board, or by a committee or person authorized by the Board to determine whether the expulsion, suspension, or termination should occur.
   1. The member will have such options for contact, whether orally or written, designated in the certified or registered mailing.
3. The Executive Committee, Board, committee, or authorized person will decide whether the member should be suspended, expelled, or terminated from membership. The decision of the Board, committee, or authorized person will be final.
4. Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced in accordance with the respective statutes of limitations of the State of California.

Section 8. Other Persons Associated with Society; Non-voting Members. This Society may refer to other persons or entities associated with it as “members,” even though those persons or entities are not voting members as set forth in Art. III, Section 10 of these bylaws, but no such reference shall constitute anyone as a member within the meaning of Corporations Code §5056 unless that person or entity shall have qualified for a voting membership under Art. III, Section 10 of these bylaws. References in these bylaws to “members” shall mean members as defined in Corporations Code §5056; i.e., the members of the class(es) set forth in Art. III, Section 3 of these bylaws. By amendment of its articles of incorporation or of these bylaws, the corporation may grant some or all of the rights of a member of any class to any  person or entity that does not have the right to vote on the matters specified in Art. III, Sec. 10 of these bylaws, but no such person or entity shall be a member within the meaning of Corporations Code §5056.

Section 9. Dues and Fees. The annual dues and fees for the Society shall be determined by a majority vote of the Board of Directors at any official meeting at which a quorum is present. The Society may offer discounted and complimentary memberships at the discretion of the Board and authorized persons.

Section 10. The Rights and Privileges of Members. The right and privileges of members include the right to attend the annual business meeting, typically held at the annual conference, as well as to be nominated for consideration of election, to vote as set forth in these bylaws on the election of directors, on the disposition of all or substantially all of the Society’s assets, on any merger and its principal terms and any amendment of those terms, on any election to dissolve the Society, on any bylaw amendment, and on such issues as required by these bylaws or deemed appropriate by the Board.

1. The right and privilege to be present at the annual business meeting does not imply the right and privilege to attend the annual conference without paid registration.

Section 11. Good Standing. Members who have paid and remain current in required dues and fees, in accordance with these bylaws, and who are not suspended, will be deemed members in good standing.

Section 12. Memberships Not Transferable. No membership or right arising from membership will be transferred. All membership rights cease on the member’s death or dissolution.

Section 13. Annual Meeting of Members. A general meeting of members shall be held at least once annually at such time and place, and on such notice, if any, as the Board may determine. The Board may determine that the general meeting of members be held at the Society’s annual conference and may only fail to host a general meeting of members under extenuating circumstances. Subject to these bylaws, any other proper business may be transacted at this meeting as seen fit by the Board.

1. The right and privilege to be present at the annual business meeting does not imply the right and privilege to attend the annual conference without paid registration.

 

ARTICLE IV – DIRECTORS

Section 1.  Number.  The business and affairs of the Society shall be managed by a Board of Directors of not fewer than eleven and not more than twenty-one persons. The Directors of the Board shall be elected by the members of the Society except as specified elsewhere in these by-laws.  Except as the result of resignation or other unforeseen vacancy, the Board shall be composed of a majority of elected Board members.

Section 2.  Duties.  The Board is charged with leading the organization to fulfill its mission and is accountable to the members of the Society whom it serves.  The Board is responsible for ensuring that it educates itself in understanding its responsibilities and obligations as a steward for its stakeholders.  In order to fulfill these obligation and responsibilities, the Board must be current in its knowledge of the functions, plans, and programs of the Society.  The Board will maintain a program of self-assessment to ensure that its practices are consonant with Board policies and the values of the Society.  Board committees will have the responsibility of advising the Board in a more detailed manner in those areas relevant to their particular functions.  They will bring to the Board, in summary fashion, those items that should be reviewed and/or acted on by the full Board.

Section 3.  All Board members must be a member of the Society.  The officers of the Society shall be members of the Board of Directors.

Section 4.  Meetings.  Regular meetings of the Board of Directors shall be held twice per year. The dates of such regular meetings: one will be in conjunction with the annual conference and the other will be set in accordance with the Board’s fall calendar.

Section 5.  Special Meetings.  Special meetings of the Board may be called at the discretion of the President. Notice of such meetings shall state the business to be transacted at the meeting. Directors shall be notified in advance by thirty days.

Section 6.  Special Elections.  Notice of the time and place of special elections shall be given to the membership electronically. In the event that a special election becomes necessary, the Nominations and Elections Committee shall follow the nomination process (Article VI, Section 2) for the position. Nominations will be open for 14 days, and the voting process (Article VI, Section 3) will be followed with the exception that the voting period will be 14 days. The results will be announced no longer than seven days following the competition of the special election.

Section 7.  Staffing.  The Board, within the limits of budget appropriations, may employ professional and other staff.  Employees will report to the President or his/her designee but may only be terminated by majority vote of the Board.

Section 8. Elected Directors and Officers.  The terms for elected directors and officers will be three years, except the President-elect who will serve a one-year term before becoming President.

Section 9.  Appointed Directors. Directors appointed by the Board include: the Editor(s) of any journals published on behalf of the Society, the OB1, the Treasurer, each for a three year term, and the conference coordinators (program and site), each for a one year term starting at the conclusion of the Board meeting one year prior to their conference (e.g. the October before the conference they run and June meetings just prior to the conference they run).

Section 10.  Term Limits.  Elected Directors cannot serve consecutive terms, but can serve multiple terms if terms are separated by at least a one-year period.  Current Board members are eligible to run for a different office.  If a Board term is interrupted because of an election or appointment to a different position, their Board term shall be considered to have run its full length in terms of calculating their total service, though the remainder of their term may be filled by an appointed alternate.  For example, a current director can run for President-elect or Secretary or be appointed as Editor, Conference Coordinator, OB1 or Treasurer.  A current officer can be appointed or elected to a different office.  Journal editors and the Treasurer can be appointed for an additional term without a one year waiting period.

Section 11.  Resignation, Removal and Vacancy.   Any director may resign by submitting a written resignation to the Board of Directors or the Secretary of the Society. Directors may be removed with cause, by the Board, following a due process procedure.  Such removal requires a three-fourths vote of the entire Board.  In the case of vacancy, the position will be filled by appointment by the President with approval of the Board for the remainder of that term of office.

Section 10a. Resignation of Officers. Any officer may resign at any time by giving written notice to the Board of Directors or the Secretary of the Society. The resignation shall take effect on the date the notice is received or at any later time specified in the notice. Unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to any rights of the corporation under any contract to which the officer is a party.

Section 10b. Accountability of Directors. Directors, elected or appointed, may be disciplined with cause, by the Board, following a due process procedure. Such discipline can include up to private and/or public censure, removal from the Board, and/or a permanent prohibition from a position on the Board. Directors may be removed, with or without cause, by the vote of the majority of the members of the entire Board of Directors at a special meeting called for that purpose, or at a regular meeting, provided that 14 days’ notice of that meeting and of the removal questions are given.

Section 10c. Vacancies in Office. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled by appointment by the President with the approval of the Board for the remainder of that term of office.

1. The Board shall have the ability to operate during this period of a vacant role regardless of whether the Board composition no longer holds a majority of elected Directors.
2. Should such an appointment occur in the place of a previously elected role, it shall remain considered an elected role and not impact the mandate of a majority of elected positions for Board composition.
3. Appointees shall not be held to subsequent nomination and election restrictions should the fulfillment of the term be less than a half-term.

Section 10d. Presidential Vacancy. If the Presidency becomes vacant, then the President-elect fulfills the position for the remainder of the term prior to beginning the President-Elect’s own three-year term as President. If there is no President-elect to assume office, then the Board will nominate and vote on a current elected member of the Board of Directors to serve as Acting President. Immediately, pursuant to Article VI. Section 6, the Board will call for nominations amongst the MOBTS membership and conduct a full election for a new President to serve the remainder of the term, at which time the Acting President will return to the previously elected role should there be term remaining.

Section 11. Ex Officio. An ex officio member of the board or any established committee has the same rights as all other members of the board or committee; however, does not have a vote on issues brought before the respective group.

 

ARTICLE V – OFFICERS

Section 1.  Officers of the Society shall be the President, President-elect, OB-1, Treasurer, and Secretary. The President-elect will be elected by the membership for a one-year term and will then serve a three-year term as President.  No further election is needed.  The Secretary shall be elected by the membership and the Treasurer and OB-1 will be appointed by the President and approved by the Board of Directors.  The OB-1 will be appointed for a three-year term coinciding with the term of the President.  The Secretary’s term will begin at the end of the first year of the President’s term.  The Treasurer and President-elect’s term will begin at the end of the second year of the President’s term.

Section 2.  President.  The President shall be the chief executive officer of the Society and shall handle day to day matters and preside at all meetings of the Society.   The President shall appoint all committees.  The President shall present an annual report to the members of the Society.

Section 3.  President-Elect.  The President-Elect will serve a one-year term and then begin a three-year term as President.  As President-Elect, the individual will be responsible for future site selection and other duties as are prescribed from time to time by the Board of Directors or by the President.

Section 4.  OB-1.  The OB-1 will be primarily responsible for maintaining the culture of the Society by keeping it consistent with its values and Magic.  The Magic is defined as the Society’s traditions of humanism, diversity, innovation, ceremony, history keeping, and fun.  S/he chairs the awards committee.   The OB-1 collaborates with conference coordinators to be sure the Magic is reflected in these enterprises.

Section 5.  Treasurer.  The Treasurer will manage the fiscal responsibilities of the Board.  The Treasurer submits annual, or whenever so required, budget and financial reports for the Board and members.  The Treasurer maintains a system of documentation including such policies and procedures that will ensure integrity as well as consistency and continuity in the financial affairs and records of the Society.  The Treasurer serves on the finance committee as a member. Treasurer shall have custody of the corporate funds and shall keep adequate and correct accounts respecting corporate properties and business transactions.  The term of the Treasurer corresponds to the fiscal year of January 1 to December 31.  The Treasurer shall have such other powers and perform such other duties as are prescribed from time to time by the Board of Directors or by the President.

Section 6.  Secretary.  The Secretary maintains an effective system of communication among Board members and committees and appropriate documentation of all Board actions and activities of the Society. The Secretary gives, or causes to be given, official notification of Society and Board meetings as required by law or under the provisions of these by-laws, circulates the agenda and prepares the minutes.  S/He drafts and revises such policies and procedures as required by changes in the by-laws or as delegated by the Board.  The Secretary shall have custody of the corporate records. The Secretary shall have such other powers and perform such other duties as are prescribed from time to time by the Board of Directors or by the President.

Section 7.  Term Limits.  Appointed officers may be reappointed for a consecutive term with approval by the Board. Elected officers cannot serve consecutive terms, but can serve multiple terms if terms are separated by at least one year.

Section 8.  Resignation, Removal and Vacancy.   Any officer may resign by submitting a written resignation to the Board of Directors or the Secretary of the Society.  The Board of Directors may effect impeachment of an officer.  Officers can be removed with cause in accordance with a due process procedure.  Such removal requires a three-fourths vote of the Board.  In the case of vacancy for whatever reason, the office will be filled by an elected director selected by a three-fourths vote of the Board.

 

ARTICLE VI – ELECTIONS

Section 1.  The elected Officers and Directors shall be elected by members eligible to vote.  At least some combination of two Directors or Officers shall be elected each year.

Section 2.  Nominations.  Each year, the Nominating and Elections Committee shall invite Society members by mail or electronic notice to send names of potential nominees for the Board of Directors and also for President-elect or Secretary in appropriate years.  The names must be filed with the Nominating and Elections Committee Chair.  The committee shall prepare a slate of candidates for each office from the names submitted and from those names added by the Nominating and Elections Committee.  The committee shall provide a write-in space for each office to be filled.  Each candidate shall give consent to serve before that person can be nominated and shall have dues paid in full at the time of election.

Section 3. Voting.  Elections shall be conducted by electronic ballot.  The ballots shall be available on-line, accessible to all voting members for at least thirty days before the close of the election period.  Ballots shall list the nominees for each position or office to be filled.  The committee shall provide a write-in space for each office to be filled.  The closing date of the election shall be announced on the ballots.  Only ballots submitted by the stipulated deadline shall be valid.

Section 4.  Results.  The committee shall file the outcome of the election with the Secretary upon completion of the election process.  In case of a tie, the Board will vote.  If there is still a tie, the Executive Committee will vote.

Section 5.  Announcement of Results.  The results of the voting shall be announced no later than at the Annual Meeting in June.  The term of all newly elected directors and officers shall begin at the conclusion of the Annual Conference.

Section 6. Notice of Special Election. Notice of the time and place of special elections shall be given to the membership electronically. In the event that a special election becomes necessary, the Nominations and Elections Committee shall follow the nomination process (Article VI, Section 2) for the position. Nominations will be open for 14 days, and the voting process (Article VI, Section 3) will be followed with the exception that the voting period will be 14 days. The results will be announced no longer than seven days following the competition of the special election.

 

ARTICLE VII – COMMITTEES

Section 1.  Executive Committee Members.  The Executive Committee of the Society shall be composed of the President, OB-1, Treasurer, Secretary, Executive Operations Manager (Ex Officio) and during the first and second year of a President’s term, an elected director selected by the other elected directors.  In the third year of a President’s term, the fifth member will be the President-elect.

Section 2.  Executive Committee Duties.  The Executive Committee shall exercise all the powers of the Board of Directors during the intervals between the meetings of the Board, except as otherwise provided by these by-laws.  All the proceeding of the Executive Committee shall be reported to the Board at its next succeeding meeting, and be subject to revision, rescission or alternation by the Board provided no irrevocable rights of third parties shall be affected by such revision, rescission or alteration.  The Secretary shall send a summary of the key decisions and actions of the Executive Committee meetings to all Board members in writing within thirty days after each meeting.

Section 3.  Standing Committees.  There shall be the following three committees for the Society: Awards, Finance, Nominating and Elections.  The President shall appoint the Chairperson of each committee, subject to Board approval.  The Chairperson shall select the members of the committee, subject to the approval of the Board of Directors.

Section 4.  Ad hoc Committees.  There shall be ad hoc committees as deemed necessary by the President, the Board and /or the membership of the Society to implement and to further the mission of the Society.  The President shall appoint the Chairperson of such committees subject to approval by the Board of Directors.  The Chairperson shall select the members of the committee, subject to the approval of the Board of Directors.  Ad hoc committees must have a completion date in their charge.

Section 5.  Size.  The committees shall consist of no fewer than two members and one officer or director.  Any member may suggest Society member names for committee appointment.

Section 6.  Purpose.  The definition and charge of the committees of the Society shall be established in the Manual of Operations.

 

ARTICLE VIII – FINANCE

Section 1.  Use of Income and Assets.  The Society shall not divert any part of its income or assets to any member, spouse, director, officer or employee by lending any part of its income or assets without receipt of adequate security and a reasonable rate of interest; by paying any compensation in excess of reasonable allowances for salaries or other compensation for personal services actually rendered; by making purchase of security or other property for more than adequate consideration for money’s worth; or by engaging in any other transactions which either directly or indirectly result in such diversion of its income or assets.  The Society shall not make any accumulation of its income unreasonable in amount or duration or use any income for purposes other than the objects herein before set forth or invest income in any manner as to jeopardize its objectives.

Section 2. Non-profit.  The Society shall not engage in any activity which would be inconsistent with the status of an educational and charitable organization as defined in section 501(c)(3) of the Internal Revenue Code of 1954 or any successor provision thereto.

Section 3.  Dissolution.  Upon dissolution or liquidation all assets of the Society shall be distributed to an organization as designated by the Board of Directors, provided that such organization qualifies under section 501(c)(3) of the Internal Revenue Code.

Section 4.  Fiscal year.  The annual accounting period of the Society shall be the calendar year.

 

ARTICLE IX – ADMINISTRATION

Section 1.  The Society shall maintain a business office at such place and with such facilities as the Board of Directors may direct for the promotion of the mission of the Society.

Section 2.  The Society may employ an Executive Director or other employees as the administrative agent of the Society to work under the supervision of the President and his/her designee, with the approval of the Board of Directors 

Section 3.  Manual of Operations. The Manual of Operations shall be the official guide for the operational administration of the Society.  The contents of the Manual shall be available to the membership at any time.  Responsibility for maintaining and updating the Manual shall be vested with the Secretary.

 

ARTICLE X – MEETINGS

Section 1.  Annual Meeting.  The Board of Directors shall determine the time and place of the Annual Meeting, ordinarily at the Annual Conference.  Notice stating the precise place, day and hour of the meeting shall be provided.

Section 2.  Quorum and Voting.  A simple majority of the Board shall constitute a quorum for the transaction of business at Board meetings.  No business may be transacted in the absence of a quorum, except that a majority of the directors present may adjourn the meeting from time to time without notice.  Any number of members present plus a majority of the Board of Directors shall constitute a quorum for the Annual Meeting or special meeting.

Section 3.  Electronic and Telephone Meetings.  Any member of the Executive Committee or any other committee of the Society may conduct their business electronically.  Participation by such means shall constitute presence in person at a meeting.  For matters of the Board that may be decided between regularly scheduled meetings of the Board, actions may be taken by electronic vote.  Three-fourths of the Board members inclusive of the President must vote on the issue.  If there is sufficient controversy that Roberts Rules are invoked, the issue may no longer be considered electronically, but must be placed on the agenda at the next full Board meeting.

 

ARTICLE XI – AMENDMENTS

Section 1.  These by-laws may be amended in either of two ways: 1) at any annual or special meeting of the Society by two-thirds vote of those voting, a quorum present, provided a copy of the proposed amendment has been provided for members at least thirty days before the meeting, or 2) by mail or electronic ballot provided that a full statement on the issue has been sent to the members at least thirty days before the deadline for the return of ballots.  In this case, a simple majority of the ballots received by the deadline plus at least one-half of the Board of Directors shall be sufficient.

 

ARTICLE XII – INDEMNIFICATION

Section 1.  To the extent permitted by law, the Society may indemnify any person who is or was a director, officer, member or other agent of the Society against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any threatened, pending or completed proceeding by reason of the fact that such person is or was a person described in this Section.

 

ARTICLE XIII – EXIGENCIES

Section 1.  Establishment.  Pending the inauguration of the first Board of Directors elected in accordance with these by-laws, the self-summoned drafting committee of these by-laws shall jointly exercise the powers and fulfill the responsibilities herein described at its discretion.  It shall also determine the date on which these by-laws become effective.

Section 2.  Reservation.  The powers not delegated and the responsibilities not enjoined by these by-laws are reserved to the membership as a whole. The undersigned, the duly elected President of the Society, a California non-profit corporation, hereby certifies that the foregoing by-laws constitute the by-laws of the corporation as revised by the membership in June 2009 and last amended by a vote of the membership in March 2020.