BYLAWS

RESPONSIBLE RESEARCH IN BUSINESS & MANAGEMENT

(Approved May 22, 2020)

 

  • ARTICLE 1 – NAME, PURPOSES, AND CORE VALUES
  • ARTICLE 2 – COMMUNITY MEMBERSHIP
  • ARTICLE 3 – WORKING BOARD
  • ARTICLE 4 – OFFICERS
  • ARTICLE 5 – COMMITTEES
  • ARTICLE 6 – REGIONAL REPRESENTATION
  • ARTICLE 7 – FISCAL YEAR
  • ARTICLE 8 – INDEMNIFICATION AND DISSOLUTION
  • ARTICLE 9 – IRS REQUIREMENTS
  • ARTICLE 10 – AMENDMENTS TO THE BYLAWS

 

ARTICLE 1

NAME, PURPOSES, AND CORE VALUES

 

  1. Name. The name of this non-profit organization is Responsible Research in Business & Management, referred to herein as RRBM.

 

  1. Purpose.  The overall purpose of Responsible Research in Business & Management (RRBM, website: www.rrbm.network) is to inspire, encourage, and support credible and useful research globally in the business and management disciplines to improve society’s well-being within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or as amended. Its specific purposes include inter alia:
    1. Fostering the development and dissemination of business and management knowledge, and advancing research education, and professional standards, globally.
    2. Inspiring award programs celebrating research that solves society’s challenges through timely and cutting-edge research, producing well-grounded knowledge on pressing problems.
    3. Fostering connections between internal stakeholders (researchers, scholars, journal editors, department heads, deans, and university leaders) and external stakeholders (students, and professionals and leaders of businesses, NGOs, government agencies and non-profits) by creating integrated opportunities to converse and collaborate for the production of credible and useful knowledge.
    4. Optimizing training delivery to PhD students to understand their scientific responsibilities and assist them in identifying real world research problems that will improve society’s well-being.
    5. Providing a venue, e.g., website, to share and archive best practices advancing change in business school research.
    6. Serving as the platform to gather and share best research practices from internal and external stakeholders to focus on research that will harbor society’s well-being through contributing knowledge on responsible and progressive business and management practices.

 

  1. Core Values. RRBM is mission-driven, forthright, open, transparent, inclusive, collaborative, and constantly improving.

 

ARTICLE 2

COMMUNITY MEMBERSHIP

 

  1. An individual or institution becomes a community member of RRBM when they register on RRBM website, publicly endorse the RRBM position paper and join the community as an individual or as an organization.

 

    1. An individual, referred to as “endorser”, is composed of scholars, researchers, students, journal editors, academic administrators, deans, university leaders, practicing executives, non-profit, non-government organization, and government leaders, interested in improving the research ecosystem landscape.
    2. An organization, referred to as an “institutional partner”, is composed of journals, business schools, accreditation associations, research centers, professional associations, business, government and non-governmental agencies interested in improving the research ecosystem landscape.

 

  1. The rights and responsibilities of a community member are as follows:

 

    1. To publicly support the RRBM Vision.
    2. To participate in RRBM activities.
    3. To have access to resources available on the RRBM website.
    4. To contribute or share resources to facilitate responsible research.
    5. To promote or engage in responsible research.
    6. Community members shall have no voting rights.
    7. Community members shall not have any other rights in RRBM except as specifically set out in these Bylaws.

 

  1. Termination of community membership:

 

    1. By written resignation thereby notifying the Working Board at least thirty days beforehand or sooner if necessary or possible.
    2. By exclusion ordered by the Working Board, for just cause. Appeals can be submitted within 30 days of the decision.

 

 

ARTICLE 3

WORKING BOARD

 

  1. Qualifications. Members of Working Board must be community members of RRBM.  The Working Board shall be composed of volunteers, and to the extent possible include at least one representative from each of the five core business disciplines (Accounting, Finance, Management, Marketing, and Operations Management) and one representative from each of the four founding institutional partners (AACSB, EFMD, Aspen-BSP, PRME).

 

  1. Number. The Working Board consists of at least 12 but not more than 20 community members in good standing in their respective professional fields.

 

  1. General Powers. The property, affairs, and business of RRBM shall be managed and controlled by its Working Board. The Working Board may by general resolution delegate to officers of RRBM and to committees such powers as provided for in these Bylaws.  Working Board members are responsible for strategic duties, and also partner with staff, committees and regional business schools to deliver RRBM activities.

 

  1. Attendance. Working Board members normally are expected to attend at least 3/4 of the Board meetings with absence notified at least seven days in advance of the meeting.

 

  1. Election of Working Board members. New or continuing board members shall be elected by the Working Board at the fourth (end of the calendar year) quarterly meeting. New board members shall take office six (6) months after election.

 

  1. Terms. Working Board member shall serve no more than two (2) consecutive three-year (3) terms.

 

  1. Removal. Termination of Working Board members. A two-thirds (2/3) vote of the number of the Working Board shall be required to remove a member from office prior to the expiration of the term for which that Working Board member has been elected.

 

  1. Resignation. Any Working Board member may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair or Working Board.

 

  1. Vacancies. Vacancies may be filled, or new Working Board members created and filled, at any meeting of the Board.

 

  1. Meetings.

 

    1. The Working Board shall provide by resolution the time and place, whether within or without the State of Arizona, for the holding of the annual meeting of the Board, and any other regular meetings of the Board.
    2. Special meetings of the Working Board may be called by the Chair, or by a majority of the voting Working Board members then in office, who may fix any place, whether within or without the State of Arizona, as the place for holding any special meeting.

 

  1. Notice. Notice of any special meeting of the Working Board shall be given at least three (3) days previous thereto by written notice delivered personally, electronic methods or mail delivered to each Working Board member at his physical or electronic address as shown in the records of RRBM. The attendance of a Working Board member at a meeting shall constitute a waiver of notice of such meeting, except where a Working Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

 

  1. Quorum. The presence in person of a majority of the Working Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Working Board members are present in person at said meeting, a majority of the Working Board members present may adjourn the meeting from time to time without further notice.

 

  1. Manner of Acting. Unless otherwise provided herein, the act of a majority of the Working Board members present at a meeting at which a quorum is present shall be the act of the Working Board, unless the act of a greater number is required by law or by these Bylaws.  Working Board members may attend a meeting by telephonic, electronic or videoconferencing facilities, or similar equipment by means of which all persons participating in the meeting can hear each other.  Split Working Board votes shall be determined by the Working Board Chair.

 

  1. Informal Action. Any action required by law to be taken at a meeting of Working Board members, or any action that may be taken at a meeting of Working Board members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Working Board members.

 

  1. Minutes. The Working Board shall keep written minutes of its proceedings in its permanent records. Minutes of the meeting shall be sent to the Working Board within two weeks after the meeting.

 

  1. Compensation. Working Board members shall not receive any stated salaries for their services as such, but by resolution of the Working Board a fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any Working Board member from serving RRBM in any other capacity and receiving reasonable compensation therefor.

 

ARTICLE 4

OFFICERS

 

  1. The officers of the organization shall consist of Chair, Vice Chair, Past Chair, a Treasurer, and a Secretary.All officers shall be chosen from among the Working Board.

 

  1. Two or more offices may be held by one person except for the offices of Chair and Vice Chair and except for the offices of Chair and Treasurer.

 

    1. Past Chair. The Past Chair shall be responsible for overseeing ongoing projects (e.g., awards, education) and presiding over the nomination, vetting and selection of Working Board and Officer candidates. Should the Past Chair decline to serve as Past Chair or be removed for any reason, the Chair may appoint another member of the Working Board to take on the duties of the Past Chair until such time as the Past Chair is replaced by the current Chair.
    2. Chair. The Chair shall be the chief executive officer and duties shall include but are not limited to presiding at all meetings of the Working Board, serving as liaison person to various committees, serving as the “signature” on all expenditures as needed, and will have the final decision when the WB has a split vote.
    3. Vice Chair. Vice Chair shall share the duties of the Chair to include but not limited to presiding the meetings of the Working Board, stepping in to serve as Chair as needed, arranging for an annual financial audit, serving as new project development officer, and preparing and presenting an annual report on long run strategy of RRBM to the Working Board. The Vice Chair will automatically replace a Chair upon his or her completion of term to ensure continuity.
    4. Treasurer. The Treasurer duties shall include but not limited to conducting the financial affairs of the organization as directed and authorized by the Working Bard, preparing and presenting an annual financial report, or more often as needed, and to serve as the “signature” on all expenditures. The Treasurer also is responsible for developing and implementing a financial and investment strategy of RRBM, and seeking opportunities for grants and funding to support RRBM activities.
    5. Secretary. The Secretary duties shall include but not limited to giving notice and prepare the agenda of all meetings of the Working Board, preparing and maintaining the minutes of the Working Boards’ meetings, preparing an annual report of RRBM activities, andserving as the Editor of the RRBM newsletter, VOICES.

 

  1. Election and Term of Office.

 

    1. Election. Officers shall be elected by the Working Board at the fourth (end of the calendar year) quarterly meeting. Officers shall take office six (6) months after election.
    2. Term. The Past Chair, Chair and Vice Chair shall serve no more than one (1) two (2) two-year term in each position. The Secretary and Treasurer may serve no more than two (2) three-year (3) terms. Each officer shall hold office until his or her successor shall have been duly elected or appointed and have qualified or until his or her death, resignation or removal.
    3. Termination. Any officer may be removed by a two-thirds (2/3) vote of the Working Board whenever in their judgment the best interests of the RRBM would be served thereby.
    4. Vacancies. Vacancies may be filled, or new offices created and filled, at any meeting of the Board.

 

ARTICLE 5

COMMITTEES

 

  1. Authority. The Working Board, by resolution adopted by a majority of the Working Board members in office, may designate and appoint one or more committees.

 

  1. Term.  Each member of a committee shall continue until replaced, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

 

  1. Chairperson. One member of each committee shall be appointed Chairperson by the Working Board.

 

  1. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

  1. Manner of Acting. Unless otherwise provided in the resolution of the Working Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Working Board.

 

  1. Executive Committee. The officers of the Working Board form the Executive Committee.

 

    1. The Executive Committee helps to set the agenda for Working Board meetings based on input from board and community members. This includes reviewing and helping to develop proposals for full board review. Board members can always add items to the agenda.
    2. The Executive Committee shall have only the power and authority conferred by the Working Board. The delegation of authority to the Executive Committee of any matter shall not operate to relieve the Working Board, or any member thereof, of any responsibility imposed upon it or him or her by law.

 

  1. Advisory Committee. The Working Board may appoint former Working Board members and others from the community members to serve on an Advisory committee.

 

    1. The Advisory committee will provide guidance and input to the Working Board to ensure RRBM maintains its primary purpose.
    2. The Advisory committee contributes to the development of RRBM by serving on committees or participation in educational or outreach programs.

 

  1. Other Committees. The Working Board may appoint committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

 

  1. Committee Reports. The committees will communicate progress of their works to the Working Board at the quarterly meetings or via email correspondence anytime as needed.

 

  1. Dissolution. It is at the discretion of the Working Board members to dissolve committees as necessary, except the Executive Committee.

 

ARTICLE 6

REGIONAL REPRESENTATION

 

  1. To the extent permitted by law, the Working Board may form a few regional business school hubs, temporary or permanent, and designate the duties, powers and authorities of such regional hubs.

 

  1. The lead Business School in a regional hub will represent the voice of the business schools in their region and will ensure policies, practices, materials, updates, information are disseminated to all the business schools in their designated region to advance responsible research.

 

  1. The Working Board will communicate major developments of the RRBM Regional Business School Hubs to the community members of the RRBM (community) via a bimonthly newsletter and one or more annual letters via email.

 

  1. It is at the discretion of the Working Board members to dissolve regional business school hubs, temporary or permanent, as necessary.

 

ARTICLE 7

FISCAL YEAR

 

  1. The financial year begins on 1 January and ends on 31 December of the year.

 

ARTICLE 8

INDEMNIFICATION AND DISSOLUTION

 

  1. Indemnification.

 

Any present or former member of the Working Board, officer, employee, or agent of RRBM, or other such persons so designated in the discretion of the Working Board, or the legal representative of such person, shall be indemnified (including advances against expenses) by RRBM against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his or her legal representative may be made a party by reason of his being or having been such a Working Board member, officer, employee, or agent, to the extent authorized by the Working Board and such extent as allowed by applicable law.No indemnification or advance against expenses shall be approved by the Board or paid by RRBM until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.

 

  1. Dissolution.

 

    1. The organization may be dissolved only with authorization of its Working Board given at a special meeting called for that purpose, and with the approval by no less than two-thirds (2/3) vote of the members of the Working Board.
    2. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
      1. All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
      2. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Working Board.

 

ARTICLE 9

IRS REQUIREMENTS

  1. Working board members, officers, or other private persons shall not benefit from RRBM net earnings.However, RRBM is authorized and empowered to reasonably reimburse Working Board members, officers or other private persons for RRBM-related travel in accordance with RRBM’s travel policy.

 

  1. No substantial part of RRBM activities shall be propagandizing or otherwise attempting to influence legislation.RRBM shall not participate, intervene, publish or distribute materials for any political campaigns or on behalf of any candidate for public office.

 

  1. RRBM shall not conduct any activities prohibited for corporations exempt from federal income tax under Section 501c(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent federal tax laws), or for organizations collecting contributions that are deductible under section 170(c)(2).

 

  1. As long as RRBM is deemed a public charity, it shall distribute its income for each taxable year in ways that make it not subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of subsequent federal tax laws.

 

  1. Internal Revenue Code of 1986 or corresponding provisions of subsequent federal tax laws RRBM shall make no investments making it subject of the tax imposed by Section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws.RRBM shall not make taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 or corresponding provisions of subsequent federal tax laws.

 

 

ARTICLE 10

AMENDMENTS TO THE BYLAWS

 

  1. The bylaws may be amended, altered, or repealed by the Working Board by a majority of a quorum vote at any regular or special meeting.

 

  1. The text of the proposed change shall be distributed to all Working Board members at least ten (10) days before the meeting.