In the very beginning of the Academy, there was a lack of formal structure. At the first Academy meeting held in Mexico City, a more formalized structure was established and officers were selected. At the second Academy meeting at the Castle Hofen in Austria a committee was formed to assist in preparing by-laws and to consider incorporation.
For a number of years, the matter of incorporation as a non-profit entity was discussed. It would not only give the Academy a more permanent structure, but would have the advantage of making contributions to the Academy tax deductible in the United States and some other countries. This was seen as important if the Academy ever sought broader fund raising. However, incorporation also was seen as a technical legal procedure which might involve the expense and work of outside legal counsel.
Fortunately, Professor Louis Del Duca undertook the work of incorporation and achieved this result by the time that the Academy met at his law school, Pennsylvania State University at Dickinson Law School. The By-laws are as follows:
By-Laws of
International Academy of Commercial and Consumer Law
Article I
Corporation
Section 1.1 Name.
The name of the corporation shall be “INTERNATIONAL ACADEMY OF COMMERCIAL AND CONSUMER LAW.”
Section 1.2 Registered Office Address.
The registered office of the Corporation shall be at such location as is stated in the Articles of Incorporation and any amendments thereto. The Corporation shall maintain a principal place of business at such location or locations as the Board of Directors shall determine from time to time.
Article II
Purpose
Section 2.1 Purpose.
The purposes for which the Corporation is formed are: to exercise those powers granted to the Corporation by its Articles of Incorporation, as amended, and the Nonprofit Corporation Law of 1988 of the Commonwealth of Pennsylvania to accomplish the purposes of the Corporation as set forth in said Articles including, but not limited to create an international forum for legal scholars and practitioners to analyze domestic and international legal systems and to develop innovative teaching materials and procedures through use of comparative and international law methods. The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise, to its incorporators, members, Directors, officers or other persons.
Article III
Membership and Annual Dues
Section 3.1 Membership.
All persons who were on the date the Corporation came into existence members in good standing of the association called the International Academy of Commercial and Consumer Law formed in Mexico City, Mexico on June 15, 1983 shall be members, except those placed in the emeritus category of members under section 3.11. Whenever these bylaws refer to a “member,” emeritus members are not included in that term unless the contrary is specifically stated.
Section 3.2 New Members.
Subject to compliance with the following sections, any natural person may be enrolled as a member when accepted by a vote held at a meeting of the members.
Section 3.3 Nomination by Member.
A member in good standing of the Corporation may nominate a person for membership in the Academy.
Section 3.4 Writing Requirement.
A nomination shall be in writing and shall describe in reasonable detail the reasons for the nomination.
Section 3.5 Curriculum Vitae and Sponsorship Letter Requirement.
A nomination shall be accompanied by the curriculum vitae of the candidate and two letters of sponsorship signed by two members other than the nominator. The Board of Directors may also require submission of an English-language paper previously published by the nominee.
Section 3.6 90 Day Timely Filing.
The nomination, curriculum vitae and sponsorship letters shall be sent to the Secretary-General not less than 90 days prior to the next regular meeting of the members.
Section 3.7 Notice to Directors.
The Secretary-General shall deliver copies of the nomination documents referred to in Section 3.6 to the Directors by email or any other appropriate method.
Section 3.8 Action by Board of Directors.
Prior to the general meeting at which the nomination is to be presented, the Directors shall decide by majority of Directors voting by email or other electronic means, addressed to the Secretary-General, copy to the President, whether to recommend to the members that the nomination be approved. The President may appoint a committee of Directors to make recommendations to the Directors concerning the nominees.
Section 3.9 Action by Board of Directors.
The names of persons nominated for membership as provided in this by-law shall be placed before the members at the next general meeting of the members.
Section 3.9A Attendance by Nominee
In order to be elected as a member of the Academy, a nominee must attend the meeting at which the person’s nomination is considered.
Section 3.10 Annual Dues.and Conference Fee
1) Annual dues in the amount of $25 (or such other amount as is determined from time to time by the Board of Directors) shall be paid by all members. The Secretary-General shall issue a notice to each member at least thirty (30) days in advance of the due date stating the amount of the dues, the method of payment required, and the date by which the dues must be must be paid, all as determined by the Board of Directors. Failure to pay the annual dues on time will lead to loss of good standing and may result in loss of membership or a designation of emeritus membership in the discretion of the Board of Directors
2) A conference fee in the amount of $100.00 (or such amount as is determined from time to time by the Board of Directors) shall be paid by attendees at the biennial meetings of the Academy.
Section 3.11 Attendance at Meetings.
A member is expected to attend the biennial meetings regularly. If a member fails to attend three meetings consecutively, without sending an excuse accepted by the Board of Directors, the membership of the person may be terminated or the member may be designated as a member emeritus.
Article IV
Meetings
Section 4.1 Place of Meetings.
All meetings of the members shall be held at the office of the Corporation at 150 South College Street, Cumberland County, Pennsylvania 17013, or at such other place as the Board of Directors may from time to time select.
Section 4.2 Biennial Meetings.
The biennial meeting of the members shall be on the second Friday in August at 10:00 A.M., local time or at such other date and time as the Board of Directors may select. If said date is a state or national legal holiday, then the Biennial meeting shall be held on the next secular following day. At such Biennial meeting, the Biennial report of Directors under Section 11.2 hereof shall be presented, Directors shall be elected, and the members shall consider such other business as may be brought before them.
Section 4.3 Special Meetings.
A special meeting of the members may be called by the Board of Directors whenever and as often as it shall deem proper. The Board of Directors shall call a special meeting of the members when requested, in writing, by members constituting at least twenty (20%) percent of the membership of the Corporation; such written request shall state the object of the meeting proposed to be held.
Section 4.4 Notice.
Notice of each meeting shall be given by sending by mail, email or facsimile transmission to each member to his last known address at least ten (10) days before the time of the meeting, a written or printed notice of the meeting.
Section 4.5 Quorum.
Subject to Section 4.7 of these By-Laws, a majority of members attending in person shall constitute a quorum at any meeting of the members. When a meeting ceases to have a quorum, it may be adjourned from time to time and when a quorum is present, the meeting may proceed with the transaction of the business, without any additional notice.
Section 4.6 Use of Conference Telephone or Other Electronic Technology.
The presence or participation, including voting and taking other action, at a meeting of members, or the expression of consent or dissent to corporate action, by a member by conference telephone or other electronic means, including without limitation the Internet, shall constitute the presence of, or vote or action by, or consent or dissent of the member.
Article V
Board of Directors
Section 5.1 Number and Election.
There shall be not less than four (4) or more than fifteen (15) Directors of the Corporation, all of whom shall be members who are elected at each biennial meeting of the members. The term of each Director shall be for a period of two (2) years commencing at the close of the biennial meeting at which he or she was elected and ending when his or her successor is elected and duly qualified. There may be directors-at-large and regional directors. So far as is practicable, there shall be regional directors for the following regions of the world: Africa, Asia, Australasia, Central America, Europe, North America and South America, and such other regions as are designated by the members.
Section 5.2 Governing Powers.
The Directors shall be solely responsible for the operation of the Corporation. The Board of Directors shall have all powers and duties necessary or appropriate for the administration of the affairs of the Corporation.
Section 5.3 Biennial Meeting.
The Board of Directors shall hold its biennial meeting on the second Wednesday of August at the offices of the Corporation at 3:00 p.m., local time, or at such other date, time and place as the Board of Directors may determine from time to time. At such Biennial meeting there shall be elected officers of the Corporation and the Board shall consider such other business as may be brought before it.
Section 5.4 Regular Meetings.
Regular meetings of the Board of Directors shall be held at such times and places as shall be determined from time to time by a majority of the Directors.
Section 5.5 Special Meetings.
Special meetings of the Board of Directors may be called by the President or by two (2) of the Directors on ten (10) day's notice to each Director, either personally or by email, facsimile transmission or mail. Notices of special meetings shall contain the time, place and purpose of the meeting.
Section 5.6 Waiver of Notice.
Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the receipt of such notice. Attendance by a Director at any meeting of the Board without objection as to notice shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board and no objection is made as to notice, no notice shall be required and any business may be transacted at such meeting.
Section 5.7 Consent by Directors.
To the extent permitted by law, any lawful action of the Board of Directors may be taken without a meeting if written consent to such action is signed by all the Directors and filed with the minutes of the meetings of the Board. Such consents may be given by email or any other effective electronic means.
Section 5.8 Quorum.
A majority of the Directors then in office when assembled at any meeting shall constitute a quorum, but a lesser number may adjourn from time to time until a quorum is present. The acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, except where a larger number is required by law, the Articles of Incorporation or these By-Laws. All questions shall be decided by a vote of the majority of the Board of Directors, and the "yeas" and "nays" shall be taken and recorded on the minutes at the request of any Director.
Section 5.9 Rules of Order.
The conduct of all meetings of the Board and its committees shall be in such manner as the presiding officer shall determine; provided, however, that in the event there is any objection to the parliamentary procedure, Roberts Rules of Order, Revised shall thereafter govern such procedure. The rules of order shall not be followed, however, if inconsistent with these By-Laws.
Section 5.10 Compensation.
The Directors shall not receive any compensation for their services as Directors. Directors may be reimbursed for actual expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 5.11 Vacancies.
If the office of any Director becomes vacant for any reason, the vacancy may be filled for the balance of the two-year term by the remaining Directors at any meeting of the Board.
Section 5.12 Removal of Directors.
Any one or more of the Directors may be removed, with or without cause at any duly called Biennial or special meeting of the Board of Directors by an affirmative vote of the majority of the entire Board of Directors. A successor Director may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed shall be given an opportunity to be heard at this meeting.
Section 5.13 Telephone Conference Meetings.
One or more Directors may participate in a meeting of the Board by means of conference telephone or other electronic technology by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at the meeting.
Section 5.14 Committees.
The Board of Directors may appoint from among its members an Executive Committee composed of at least two (2) Directors and such standing or temporary committees as it shall determine from time to time to be necessary or convenient to the management of the Corporation. The Executive Committee shall exercise all powers of the Board of Directors, except as otherwise provided by law, by these By-Laws or by resolution adopted by the Board of Directors. All other committees shall have such powers as may from time to time be granted by resolution of the Board of Directors.
Article VI
Officers
Section 6.1 Designation.
The officers of the Corporation shall consist of a President, President Elect, Secretary-General, Treasurer and such other officers as the Board of Directors shall from time to time determine. Two offices may not be held by the same person. The officers shall be members of the Board of Directors.
Section 6.2 Election and Removal.
The officers of the Corporation shall be elected at each Biennial meeting of the members. Directors standing for office may not vote to fill that office. All officers shall be elected for a term of two years and shall continue in office until their successors are elected and shall qualify. Any vacancies occurring in offices shall be filled by the Board of Directors from time to time. The Board of Directors shall appoint such temporary or acting officers as may be necessary during the temporary absence or disability of the regular officers. Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors or at any special meeting called for such purpose.
Section 6.3 President.
The President shall be the chief executive officer and head of the Corporation and, during the recess of the Board of Directors, shall have the general control and management of its business and affairs, subject, however, to the regulation of the Board of Directors. He or she shall preside at all meetings of the Board of Directors and the Executive Committee, except as otherwise provided by law or by these By-Laws. The President shall be an ex officio member of all committees. He or she shall sign and execute all documents in the name of the Corporation when authorized to do so by the Board of Directors. The President shall make Biennial reports showing the condition of the affairs of the Corporation and make such recommendations as he or she thinks proper, and submit the same to the Board of Directors at the meeting next preceding the Biennial meeting of the members. He or she or she shall, from time to run, bring before the Board of Directors such information concerning the business and property of the Corporation as may be required.
Section 6.4 President Elect.
The President Elect shall exercise such functions in addition to those of a Director as are delegated to him by the President or the Board of Directors.
Section 6.5 Secretary-General.
The Secretary-General shall keep the minutes of the meetings of the members and Board of Directors. He or she shall see that due and proper notice is given of all meetings of the members and Board of Directors and shall have custody of and shall sign and affix the seal of the Corporation to such papers and documents when they shall be signed by the President or otherwise, as ordered by the Board of Directors. He or she shall perform such other duties as may from time to time be required by the Board of Directors. In case of the absence or inability of the Secretary-General to act, a Secretary-General pro tem, appointed by the Board of Directors or the President, shall have the authority to exercise like powers and to perform the duties of the Secretary-General.
Section 6.6 Treasurer.
The Treasurer shall have the care and custody of the funds and securities of the Corporation; shall keep full and accurate accounts of the receipts and expenditures of all Corporation funds in books belonging to the Corporation; and shall deposit all moneys and valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. All bonds, checks, drafts, notes and orders for the payment of money shall be executed as designated by the Board of Directors pursuant to Section 11.3 of these Bylaws. He or she shall disburse the funds of the Corporation by order of the Board of Directors, take proper vouchers for such disbursements, and shall render to the President and Board of Directors at the Biennial meeting of the members and the Board, or whenever it may be required, an account of all of his transactions as Treasurer and the financial condition of the Corporation. He or she shall perform such other duties as the Board of Directors may from time to time direct. The Treasurer shall furnish no bond unless the Board of Directors orders otherwise.
Article VII
Liability of Officers and Directors
Section 7.1 Liability of Directors.
Except for responsibility or liability of a Director pursuant to any criminal statute or for payment of taxes pursuant to local, state or Federal law, a Director of the Corporation shall not be personally liable for monetary damages for any action taken unless (a) such Director has breached or failed to perform his fiduciary duties as provided in Section 7.2 of these By-Laws and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 7.2 Director's Fiduciary Duties.
A Director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his duties as a Director (including as a member of any committee of the Board) in accordance with the standards set forth in Section 5712 of the Pennsylvania Nonprofit Corporation Law of 1988, as the same may be amended from time to time. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interest of the Corporation.
Article VIII
Indemnification
Section 8.1 Right to Indemnification.
To the extent permitted by law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including actions by or in the right of the Corporation, by reason of the fact that he or she is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be indemnified by the Corporation and, in the case of an employee or agent of the Corporation, may be indemnified by the Corporation in the discretion of the Board of Directors, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by or imposed upon him in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful; PROVIDED, HOWEVER, that the Corporation shall not indemnify any such person either (a) where the act or failure to act giving rise to the claim for indemnification is determined by a Court to have constituted willful misconduct or recklessness or (b) when the action, suit or proceeding is by or in the right of the Corporation and the person is adjudged to be liable to the Corporation, unless the Court of Common Pleas of the County in which the registered office of the Corporation is located or the Court in which such action or suit was brought, shall determine upon application that, despite adjudication of liability but in view of all of the circumstances of the case, the person is reasonably and fairly entitled to indemnity for such expenses as such Court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The determination of what expenses are actually and reasonably incurred shall be made by the Board of Directors, but in the event the person making the request for indemnification shall dispute the determination of the Board of Directors, such person may apply to the Court of Common Pleas of the County in which the registered office of the Corporation is located or the Court in which such action or suit was brought for such determination.
Section 8.2 Required Determination.
Unless ordered by a Court, any indemnification under Section 8.1 shall be made by the Corporation only as authorized in the specific case upon a determination that the Director, officer, employee or agent met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, (b) by a majority vote of members or (c) if such a quorum is not obtainable, or, even if obtainable if a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 8.3 Advances for Expenses.
Expenses incurred by or imposed upon a Director, officer, employee or agent in defending an action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article.
Section 8.4 Non-Exclusivity and Non-Duplication.
The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any other Bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding any other provisions set forth in this Article, the indemnification authorized and provided hereby shall be applicable only to the extent that any such indemnification shall not duplicate indemnity or reimbursement which such person has received or shall receive otherwise than under this Article.
Section 8.5 Preservation of Rights.
No amendment or repeal of this Article shall adversely affect any right or protection extended to a Director, officer, employee or agent hereunder for an act or failure to act occurring prior to the time of such amendment or repeal. Each Director, officer, employee and agent shall be deemed to act in such capacity in reliance upon the rights of indemnification and advancement of expenses hereunder. The rights to indemnification and advancement of expenses hereunder shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such person.
Article IX
Interested Directors and Officers
Section 9.1 Transactions with Directors and Officers.
No contract or transaction between the Corporation and one or more of its members, Directors or officers or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its members, Directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for such reason, or solely because the member, Director or officer is present at or participates in the meeting of the members or Board of Directors which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested Directors are less than a quorum; (b) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the members and the contract or transaction is authorized in good faith by a majority vote of the members; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors or the members. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes a contract or transaction specified above.
Article X
Amendments
Section 10.1 Amendments.
These By-Laws may be altered, amended, or added to by a vote of a majority of the members or the Directors then in office at any Biennial meeting or special meeting; PROVIDED, HOWEVER, that written notice of said meeting and a copy of the proposed amendment shall be sent to the members or Directors at least fourteen (14) days in advance of the meeting; AND PROVIDED FURTHER that all amendments adopted by the Directors shall be subject to ratification by the members. Notwithstanding any provision contained herein to the contrary, no amendment of the By-Laws shall be effective which shall be inconsistent with the Articles of Incorporation.
Article XI
Miscellaneous
Section 11.1 Fiscal Year.
The fiscal year shall begin on January 1 and end on December 31 of each year.
Section 11.2 Biennial Report.
The Board of Directors shall present an Biennial report, verified by the President and Treasurer, to the members at their Biennial meeting, showing in appropriate detail: the assets and liabilities of the Corporation at the end of the immediately preceding fiscal year; principal changes in such assets and liabilities during such fiscal year; revenues and disbursements of the Corporation during such fiscal year (both unrestricted and restricted to particular purposes and including separate data with respect to each trust fund held by or for Corporation); and the number of members as of the date of the report, together with a statement of the increase or decrease in that number during the immediately preceding fiscal year and a statement of the place where the names and addresses of current members may be found.
Section 11.3 Execution of Corporate Documents.
With the prior authorization of the Board of Directors, all contracts, leases or other documents evidencing obligations of the Corporation with an aggregate liability of more than $1,000 or a term of more than one year shall be executed on behalf of the Corporation by either the President or President Elect and attested to by the Secretary. All checks executed on behalf of the Corporation shall be executed by any one or more of the officers or designated agents as the Board of Directors shall determine from time to time.
Section 11.4 Number and Gender.
Whenever used herein, the singular shall include the plural, the plural the singular.
Section 11.5 Language.
All proceeding of the Corporation and all documents shall be in English.
[Note: The Academy was incorporated on August 21, 2000 as a domestic non-profit corporation under the laws of the State of Pennsylvania with the name: International Academy of Commercial and Consumer Law, entity number 2958590. Its registered office is 150 South College Street, Carlisle, Cumberland County, Pennsylvania 17013.]