Institute for Operations Research and the Management Sciences
Section on Finance
BYLAW I – NAME
This organization shall be named the INFORMS Section on Finance, hereinafter the Section, of the Institute for Operations Research and the Management Sciences, hereinafter the Institute.
BYLAW II – PURPOSES
The purposes of this Section shall be:
- To provide a continuing, specialized focus within INFORMS on the topic of Finance, with the aim of identifying current and potential problems and contributions to their solutions.
- To lead in the development, dissemination and implementation of knowledge, basic and applied research and technologies in the area of Finance and Financial Services, and to promote high professional standards and integrity in all work done in the field.
- To support efforts to extend, unify and integrate related branches of knowledge and practice.
- To support the free interchange of information, encourage discussion and interaction among individuals having interest in this field by providing the opportunity for these individuals to meet and to exchange information, ideas, experiences, and techniques.
- To stimulate the type of cross-fertilization which can best be accomplished within the framework of a professional organization.
- To encourage the education of students and the continuing education of practitioners in this field of knowledge.
BYLAW III – MEMBERSHIP
Any member of the Institute may become a Section Member by paying the Section dues. Non-members of the Institute may become Section members by paying the increased fee for non-members of the Institute. Each individual member will have one vote and will be entitled to vote solely by mail ballot, defined as written or electronic transmission, with respect to amendments to the bylaws of the Section. An individual member also has the privilege of standing for election as a Board member and of nominating members for office on the Board. Non-members of the Institute shall have no right to vote or hold the positions of Board member or officer. All Board members must be members of the Institute and of the Section. Membership and participation shall be free from discrimination on any protected basis.
BYLAW IV – OFFICERS
- The officers of the Section shall be a Chair, Vice Chair, and a Secretary/Treasurer. Officers must be members of the Institute.
- The Chair shall be the chief administrative officer of the Section and shall be responsible for the development and execution of the Section’s program. He/she shall (a) call and organize meetings of the Section, (b) propose ad hoc committees as required, (c) appoint chairs and members of standing committees, (d) manage the affairs of the Section between meetings, and (e) preside at Section Board meetings and Section membership meetings.
- The Vice Chair shall be the principal assistant administrative officer of the Section and shall act as Chair in the absence of the Chair. He/she shall have such other duties as the Chair or the Board shall assign to him/her and normally will chair a planning committee to develop the Section’s program and required budget for the coming year and conduct the annual election of officers and Board members for the Section. He/she shall become the Chair of the Section for the year after his/her term of office as Vice Chair.
- The Secretary/Treasurer shall conduct the correspondence of the Section, keep the minutes and records of the Section, maintain contact with the Institute, receive reports of activities from those Section Committees that may be established, make arrangements for the regular meetings of the Board and the membership meetings of the Section, be responsible for the administration and disbursement of the Section funds as directed by the Section Board, prepare and distribute reports of the financial condition of the Section, help prepare the annual budget of the Section for submission to the Institute, make arrangements for the orderly transfer of all the Section’s records to the Secretary/Treasurer succeeding him/her, and perform other duties usual to the office of an organization’s Secretary/Treasurer.
- Any Section member accepting nomination for elective office in the Section is understood to have agreed to perform the duties of that office if elected, and in particular to have agreed to attend the annual regular Section meetings during his/her tenure, except as his/her attendance is prevented by unusual circumstances. If a Section elected official must miss a meeting or be temporarily unable to carry out his/her responsibilities, he/she shall advise the Board and shall make other arrangements for the discharge of his/her responsibilities. If a Section elected official should fail during his/her tenure to attend regular Section meetings and to carry out the responsibilities of the office, he/she can be removed from office upon the initiative of two-thirds vote of the Section Board.
BYLAW V – BOARD
- The Board shall be the governing body of the Section and shall guide the officers in the administration of the Section’s business. The Board shall consist of the elected officers indicated in Article IV, the most recent Past Chair, and three Voting Board Members representing Optimization, Applied Probability and Practice.
- The Board may supplement its membership with up to six non-voting members. The purpose of this provision is to allow representation on the Board of individuals engaged in important Section activities such as editors of newsletters, associate editors of the Institute journals, editors of Section journals, representatives from allied societies, and representatives from the Institute newsletter.
- Section Board meetings shall be held at least once each year, normally during the annual meeting of the Institute. Their purpose is to develop and implement service programs and to provide policy guidance for the Section officers. Special meetings can be called by the Secretary at the request of the Chair or a majority of Board members. Special meetings will be held within forty days of the receipt of the request and Board members will be notified by the Secretary of the date and place of the meeting at least two weeks prior to the meeting. If convenient, Board meetings may be held via conference call. All Section Board meetings shall be open to Section members.
- A quorum shall require the presence of at least six (6) members of the Board, including at least two (2) of the officers. The Board may act by majority vote of the members present at a meeting at which a quorum is present or (b) without a meeting if each director signs a consent in the form of a record (including a facsimile transmission or electronic mail) describing the action to be taken and delivers it to the Secretary or another member of the Board. Action taken without a meeting shall be the act of the Board when one or more consents signed by all the directors are delivered to the Secretary.
- Board vacancies that occur between elections shall be filled as follows: a vacancy in the office of Chair shall be filled by the Vice Chair and upon the completion of this term he/she shall continue as Chair so as to complete the term for which he/she was elected; a vacancy in the office of Secretary or Treasurer shall be filled on an acting basis by a majority vote of the Board; other vacancies shall remain vacant until the next Section election.
BYLAW VI – ELECTION AND TENURE OF SECTION OFFICIALS
Every three years, the Section will elect all officers and the three voting board members.
- No officer or Board Member, other than the Secretary/Treasurer, who has served a full term shall be eligible for immediate election to the same office. The Secretary/Treasurer may be re-nominated to the same office once following his or her first election to that office.
- Prior to the annual business meeting, typically held in conjunction with the Institute Annual Meeting, the Chair shall appoint a Nominating Committee. The Nominating Committee, composed of a chair and at least two additional Section members, shall prepare a slate consisting of at least two nominees for office of Vice Chair and at least one nominee for all other positions. The preparation of this slate shall include a call to the Section membership requesting nomination. The Nominating Committee will submit its nominations to the Vice Chair who will report these nominations to the Section membership at that time. If there is a Section meeting after the Nominating Committee makes its selections and before the voting takes place, then additional nominations may be solicited from the membership at the Section meeting.
- Nominees for the positions of elected officers must be Section members and Institute members. Nominees for Board members must be Section members and Institute members.
- Within two weeks after the slate of nominees has been determined and at least one month prior to January 1st of the following year, which is the date of the transition, the Section members who are Institute members shall be given the opportunity to vote. Nominees for office shall be listed alphabetically on the ballot (and so noted) with no indication as to those nominated by the Nominating Committee and those nominated subsequently. The Secretary is responsible for distributing to the membership ballot forms by electronic mail, web-based, or written form. Members must have at least two weeks to submit their votes from the time that the ballots were sent to the membership. The Vice Chair does not vote. The Vice Chair shall be responsible for determining the winners of the election and forwarding that information to the nominees at least one week before January 1st.
- The winning candidate for each position shall be the candidate receiving the largest number of votes. Ties shall be resolved by lot.
BYLAW VII – SECTION COMMITTEES
Any Board member may appoint ad hoc committees to assist in carrying out his or her duties, provided that the term of said committee falls within the Board member’s own term of office, and provided said committee does not infringe unduly upon the authority of a standing committee or an officer. The duties of ad hoc committees shall be specified by the people creating the committees. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve Board members of any responsibility imposed upon him or her by law. Committees that are composed of members who are not Board members are advisory in nature only and are not considered a committee of the Board and may not exercise any of the powers of the Board. In all cases, the terms of the chairs and the committee memberships shall cease upon completion of the term of the Chair who appointed them.
BYLAW VIII – RESPONSIBILITIES TO THE INSTITUTE
- All subdivision activities must be consistent with the provisions of the Institute Constitution and Bylaws and with the dignity of a professional association and the nonprofit status of the Institute. A subdivision may be disbanded (a) on grounds of professional or financial irresponsibility, (b) if it becomes inactive, or (c) if its membership falls below the minimum number required, according to these Bylaws. A subdivision’s assets ultimately belong to the Institute and shall revert to the Institute in the event that the subdivision is disbanded or otherwise ceases to be a subdivision of the Institute.
- The section shall not maintain any bank account separate from accounts owned by INFORMS.
- The section shall file an activity report annually with the Institute Business Office describing section activities during the past January 1 through December 31. It shall be filed no later than January 31. The section shall notify the Vice Chair of the Institute overseeing the section the results of the section’s elections immediately following the elections. The section shall also provide information or file reports throughout the year as reasonably requested by the Board or officers of the Institute.
- Neither the Institute nor the Institute Board of Directors, by granting a charter to the section, assumes any liability or responsibility for any obligations of any kind incurred by the section unless prior written approval is obtained. The Institute Board alone has the authority to commit the Institute or any of its subdivisions to a contract. Review and approval of contracts are delegated to the Executive Director.
BYLAW IX – AMENDMENTS
- Proposed amendments to these bylaws that are consistent with those of the Institute, may be initiated either by action of the Section Board or by a petition to the Chair signed by 10% of the membership or 15 members of the Section, whichever is larger. The Secretary shall distribute copies of the proposed change to all members of the Section by electronic mail or written form not less than three weeks before the annual membership meeting. An open discussion of the proposed amendment to the bylaws shall be carried out at the following membership meeting of the Section.
- Not more than two months after the discussion of the proposed amendment, the Secretary shall distribute to all members copies of the proposed amendment along with mail ballot, defined as written or electronic transmission. No ballot shall be counted unless marked by a Section member to indicate his/her choice, returned to the official tellers bearing the voter’s name, and received by the tellers no later than a date to be specified upon the ballot form – a date not earlier than two weeks from the date of distributing the ballot forms to the Section membership.
- The adoption of the proposed amendment shall require an affirmative vote by at least two-thirds of the members voting, as tallied by tellers appointed by the Chair. The tellers shall report the tally to the Chair within one week of the date specified for receipt of the ballots. The result of the balloting shall be announced to the membership by the Secretary.
- If approved by the Section membership, the proposed amendment to the Bylaws shall become effective upon approval by the Institute.
BYLAW X – MEETINGS
- Each Section shall hold at least one (1) business meeting and at least one (1) professional meeting each year. All meetings are to be open to the entire membership of the section. If a section chooses, some or all of its meetings may be opened to other interested people as well. Members will not vote at meetings. All voting by members will be by mail ballot as provided elsewhere in these Bylaws.
- The Board or its designated committees shall schedule the meetings of the Section. Business meetings and Board meetings shall be scheduled by the Board in accordance with the Bylaws and procedures specified by the Board. The members of the Section may call a special meeting of the membership upon signed petition to the Secretary of at least 25% of the members eligible to vote.
- Robert’s Rules of Order shall guide all Board and Section membership meetings except in those cases where they are inconsistent with these Bylaws.
(Last updated March 2015)