This Constitution sets forth the By-Laws of the Corporation, adopted in conformity with the Not-for-Profit Corporation Law of the State of New York and designed to take advantage of the maximum flexibility as permitted by law, except to the extent of the express limitations and restrictions set forth herein.

• ARTICLE I: NAME

  The name of this corporation will be North American Society for Marketing Education in India, Inc., (hereinafter referred to as “NASMEI” or the “Society”).

  The name reflects the location and focal purpose of the society at the time of its establishment. The name may be amended as per stipulated procedures detailed in this document so as to reflect broader participation and location of the society’s membership; wider geographical coverage of its activities and/or greater inter-disciplinary activity in relevant fields of management and in the social/behavioral sciences.

• ARTICLE II: OBJECTIVES

  1. NASMEI is formed as a not-for-profit professional organization to provide a forum for sponsoring activity focusing on knowledge development and exchangebetween professionals in marketing and related fields resident in the North American continent and their counterparts in India and other designated geographical regions of interest.
  2. Within the above general goal, NASMEI will have the specific objectives of contributing to the development, maintenance and growth of:
     • institutional resources for marketing education in India and other designated geographical regions. Illustrative activities include support in curriculum development and evaluation; in developing contemporary course syllabi; in developing the quality of library facilities, etc.
     • a contemporary infra-structure in India and other designated geographical regions for conducting and disseminating original, scholarly research in marketing. Illustrative activities include support in the development of high quality scholarly journals, in reviewing research proposals and completed projects, in research publication, etc.
     • an academic exchange program between marketing academics in North America and those in India and other geographical regions. Illustrative activities include support and sponsorship of collaborative research projects/programs at both individual and institutional levels, etc.
     • a critical mass of well-qualified faculty to furthermarketing education in India and other designated geographical regions. Illustrative activities include support of short and intermediate term programs on contemporary management concepts and techniques; professional advisement, scholarships and grants for doctoral student training; recruiting of visiting and full-time faculty, etc.
     • a liaison between the academic and business community to disseminate information on the quality of marketing practices in India and other designated geographical regions. Illustrative activities include supporting dialogues and forums, sponsorship of task forces to study relevant marketingissues, etc.
     • other development activities deemed appropriate by the Board of Directors within the NASMEI’s broad goal above.

• ARTICLE III: MEMBERSHIP

  1. Membership in NASMEI will be open to all individuals without regard to national origin, profession, age, sex, race, or religion.
  2. NASMEI shall admit only individual members. Academic societies, corporate entities or academic institutions may sponsor projects and programs of NASMEI. However, the only access to membership of NASMEI’s, Board of Directors will be through the slate of office bearers elected by the voting members of the Society.
  3. NASMEI shall have two categories of membership: Regular, and Student.
  4. The basic requirement for all categories of membership will be a professed interest in furthering the objectives of NASMEI as stated in Article II.
  5. All members will be classified as Regular members except for members currently enrolled full-time in a college or university, who will qualify for student membership.
  6. Regular members shall have full voting privileges and shall be eligible for all offices of NASMEI. All voting members will have one vote each.
  7. Student members may not hold office nor have voting privileges, but they will be eligible to participate in all other activities of NASMEI.
  8. Application for membership in NASMEI shall be filed with the Board of Directors by completing and signing an application form or by letter. Election to membership will be in accordance with review procedures that ensure the applicant’s understanding of the Society’s objectives and willingness to carry out its intent and agreement with such stipulations as may appear in the current By-laws of NASMEI.
  9. The Board of Directors of NASMEI may solicit membership applications from specificindividual(s) whose affiliation with the Society is deemed to be beneficial to furthering its stated objectives.
  10. Annual dues shall be set from time to time by the Board of Directors and may differ for different classes of membership. Furthermore, the dues may also differ regionally, commensurate with exchange rates. The Board’s decisions regarding dues should strive to encourage membership from an international community of professionals inmarketing and related fields.
  11. An individual’s membership in NASMEI may be terminated if upon a review by the Board of Directors it is established that the member has violated the Society’s by-laws in a manner that fundamentally undermines its stated intent.
  12. Any member six months in arrears in the payment of annual dues will be automatically terminated from membership provided such member has been given notice of dues obligation mailed to such member’s last known address at least 90 days prior to termination of membership. No member who has been terminated will be reinstated until full dues for the year of reinstatement have been paid.

• ARTICLE IV: GOVERNMENT

  1. The Officers of NASMEI will be the Past President, the President, the President-Elect, the Executive Secretary-Treasurer. These four officers, together with four additional elected members will serve as the Board of Directors of NASMEI.
  2. The duties of NASMEI’s officers will be as follows:
     • The President will be the Chairperson of the Board of Directors. The President shall preside at all meetings of the Society, but may delegate this responsibility to President-Elect when necessary. The President shall have whatever authority that may be required between annual meetings of the Society, but may not encroach upon any specific grants of authority that may be made hereinafter by this Constitution to particular officers or committees. The President shall present a report of the status and progress of the Society at the annual meeting.
     • The President-Elect shall act for the President in the latter’s absence and shall perform such duties as may be assigned by the President or by this Constitution hereinafter. The President-Elect will serve as Chairman of the Society’s Program Committee.
     • The Past-President will serve as the Chairman of the Society’s nominating committee.
     • The Executive Secretary-Treasurer of the Society shall give noticeto the members of all meetings of the Society to the Board of Directors of all Board meetings, shall record the minutes of all Society and Board meetings and will be responsible for the funds of the Society. The Secretary-Treasurer shall develop and present an annual budget to the Board of Directors, shall issue checks, collect dues from the membership, shall keep complete and accurate books of accounts showing all receipts and disbursements, shall present semi-annual and annual financial reports of the Society’s affairs and assist the Certified Public Accountant selected by the Board of Directors for the Society’s annual audit. The Executive Secretary-Treasurer will also carry out other duties and functions as designated from time to time by the Board of Directors.

• ARTICLE V: ELECTION AND TENURE

  1. In the interest of expeditious initiation of NASMEI’s organizational structure, the following interim procedures will be followed to elect the first slate of office-bearers of the Society:
     1. An Interim Nominating Committee consisting of five members will be designated by the common consent of no less than 20 individuals who express Interest in the founding of this organization.
     2. The Interim Nominating Committee will develop a list of no less than 40 individuals who, by virtue of their ongoing interest in NASMEI, will serve as the membership pro nunc.
     3. The Interim Nominating Committee will nominate candidates for the position of President, President-Elect and four members of the Board of Directors. For the interim period, the four members of the Board will be from North America.
     4. The Interim Nominating Committee will conduct the above election by requesting a vote by postal ballot of the membership pro nunc. Those candidates receiving the highest number of votes for the position of President and President-Elect will be declared elected. The four nominees for the Board of Directors who receive the highest number of votes vii1 be declared elected. The President shall, within 30 days of election, appoint an Executive Secretary-Treasurer of NASMEI.
     5. This first elected Board of Directors of NASMEI will serve until December 31, 1991. This Board will initiate the regular and student membership rosters and create the organizational structure of NASMEI as provided in this constitution. The Interim Nominating Committee and the membership pro nunc will be dissolved immediately following the election of the Board of Directors.
  2. These interim procedures for the election and tenure will cease to be in effect immediately following the election of the first Board of Directors of NASMEI. The permanent procedures are enunciated below.
     1. The Office Bearers of NASMEI (President and President-Elect) shall be elected for a term of two years. The President shall, within 30 days of election, appoint an Executive Secretary-Treasurer of NASMEI. Three office-bearers shall assume their duties on January 1 of the year following their election
     2. The four members of the Board of Directors who are not office-bearers will be elected every three years. These members should be elected from the North Americanmembership of the Society.
     3. Those elected to NASMEI’s offices and to the Board of Directors are expected to attend the stipulated annual and mid-year Board meetings.
     4. The Nominating Committee will consist of (1) the immediate Past-President who will serve as the Chairperson; (2) two members of the Society selected by the immediate Past-President with due consideration of such members’ experience in the affairs of the Society, regional location and professional interests and (3) the President-Elect serving as ex-officio member. This committee shall be named and announced to the membership, not less than 90 days prior to the Annual Meeting of the Society.
     5. Any member of NASMEI entitled to vote may submit in writing the name(s) of any member(s) for the consideration of the Nominating Committee.
     6. At least sixty days prior to the annual meeting of NASMEI, the Nominating Committee shall select two nominees for each position to be filled as provided for above and shall, within five days, advise the Executive Secretary-Treasurer oftheir names. Within ten days of receipt of the Nominating Committee’s report, the Executive Secretary-Treasurer shall prepare a ballot showing the names of the nominees and the last date for receipt and counting. This ballot wi11 be mailed to all members of NASMEI eligible to vote in such an election.
     7. All ballots returned to the Executive Secretary-Treasurer by the due date, shall be counted and the persons receiving the highest number of votes shall be declared elected to the office for which they were nominated. The Executive Secretary-Treasurer will, by a general mailing or announcement, inform the membership of the results of the election.
     8. The President-Elect automatically becomes President at the end of the three-year term.The President automatically becomes the Past-President at the end of the three-year term.
     9. Vacancies occurring in the middle of a term of office shall be filled by the Board of Directors for the remaining period.

• ARTICLE VI: MEETINGS

  1. An Annual Meeting of NASMEI will be held at a time and place to be decided by the Board of Directors and notice thereof shall be given to all members at least 90 days prior to such meeting. The Board of Directors must have at least one regular meeting prior to the Annual Meetings of NASMEI. Other meetings of the Board of Directors may be held upon the call of the President.
  2. The Board of Directors may call meetings of the members of NASMEI to consider the subject specified in the call for the meeting.
  3. A majority of the members of the Board of Directors shall constitute a quorum at all Board Meetings.
  4. Passage of any question before the Board shall occur on the affirmative vote of the members present and voting. If a question is presented to the Board for consideration without a meeting, unanimous consent is required for passage.
  5. Proposals or suggestions made in writing by any member of the Society shall be acted upon at or before the next scheduled meeting of the Board of Directors.
  6. The acceptance of grants and donations shall be approved by the Board of Directors. However, no such grants or donations may be accepted if they are contingent upon performance of services that are opposed to the purposes of NASMEI.

• ARTICLE VII: COMMITTEES

  1. The Board of Directors is authorized to appoint committees as are deemed necessary and to define their duties with respect to the objectives and tasks before the society.
  2. There shall be three standing committees of NASMEI: The Membership Committee; the Program Development and Analysis Committee and the Program Implementation Committee.
  3. The Board of Directors will appoint a chairperson of each of the standing committees. Upon recommendations from the committee chairpersons, the Board will appoint for a term of one year, a designated number of committee members to serve on and perform the functions entrusted to these committees.
  4. The Membership Committee will be responsible fordeveloping and implementing procedures to recruit qualified members of the organization in North America, India and in other designated regions.
  5. The Program Development and Analysis Committee will be responsible for the conception, development and feasibility analysis of concrete action programs in relation to the general goal as well as the specific objectives of the Society. These program proposals are to be made available to the Board of Directors for approval.
  6. The Program Implementation Committee will be responsible for the implementation and management of a specific program of action that has been approved by the Board for implementation.
  7. Committee members may be reappointed for consecutive terms at the discretion of the Board of Directors of the Society.

• ARTICLE VIII: ADVISORY COUNCIL

  1. The President of NASMEI, with the approval of the Board of Director shall appoint an Advisory Council consisting of sevenmembers. No member of the Advisory Council may concurrently hold an elected office in the Society.
  2. In appointing the Advisory Council, the Board shall make every effort to generate a representation of the varied professional, disciplinary and regional constitution of the membership of NASMEI. The Board must also attend to the need to appoint Advisory Council members whose affiliation may generate a broader participation from regional and professional interest groups that are potential (but perhaps not current) members of the society.
  3. The seven Advisory Council members will each serve a two-year term of office, the beginning and ending dates of their term to coincide with those of elected office bearers of the Society.
  4. Any vacancies on the Advisory Council shall be filled by the Board of Directors, with the substituted member filling the unexpired term of the vacated position.
  5. Members of the Advisory Council will be called upon collectively or individually to advise the Board of Directors on any matter deemed appropriate. The Advisory Council will be informed in writing of all deliberations and actions of the Board of Directors.

• ARTICLE IX: AMENDMENTS

  1. Any member may propose an amendment to the Constitution in writing to the Executive Secretary-Treasurer.
  2. The Board of Directors will act upon the proposal at its first meeting following receipt of the proposal. Upon approval by the Board, the proposed amendment will be submitted to the membership. Approval shall require a two-thirds majority of those NASMEI members voting by mail ballot.
  3. If a proposed amendment is not approved by the Board of Directors, the proposal may be submitted to the membership of NASMEI at the Annual Fleeting. Upon approval by a two-thirds vote of those present and voting, it shall be submitted to the full membership by mail ballot. Approval shall require a two-thirds majority of those Society members voting.
  4. Should any aspect of this Constitution be found in violation of, or inconsistent with, the tenets of the law, the Board of Directors must develop a proposed amendment to rectify the situation. The proposed amendment must be consistent with the primary goals of the Society and should be approved in the same manner as any other proposal to amend the Constitution.
  5. Proposals to dissolve or merge this Society with any other will be treated in the came manner as proposals to amend the Constitution.
  6. The assets of the organization are to be held in trust by the Board of Directors of the Society. In the event of the proposed dissolution or merger of this organization with another, the Board of Directors will propose the manner of disposal of the organization’s assets. This proposal will be submitted to the membership. Approval shall require a two-thirds majority of NASMEI members voting by mail ballot.
  7. The Executive Secretary-Treasurer shall notify the membership of any proposed and/or ratified amendments to the Constitution and By-Laws.