Bylaws

AMENDED AND RESTATED BYLAWS OF THE MADHURI J. AND JAGDISH N. SHETH FOUNDATION Adopted: February ___, 2011 ARTICLE I Name, Purpose and Distributions Section 1.1. Name and Mission.  The name of the corporation shall be The Madhuri J. and Jagdish N. Sheth Foundation (hereinafter the "Foundation"). The mission of the Foundation is to support academic scholarship, publications, education and research which are primarily focused on the Discipline and Practice of Marketing. This shall be accomplished by supporting tax-exempteducational organizations which include among their purposes the support of the Discipline and Practice of Marketing. Section 1.2 Purposes. The Foundation is organized as a "supporting organization," as defined insection 509(a)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law) (the “Code”). (a)         The Foundation is organized and shall at all times be operated for charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the Code.  The Foundation shall operate exclusively to support the charitable, educational, and scientific activities of organizations within the United States which are described in section 509(a)(1) or (2) of the Code and which include among their purposes support of the Discipline and Practice of Marketing. (b)       In furtherance of the purposes set forth in subsection (a) above, the Foundation may also make distributions forscientific research, publications and educational activities, both academic and professional, of such other organizations as are selected from time to time by the Board, which organizations are: (1) exempt from federal income tax under section 501(c)(3) of the Code, and (2) qualified as “permissible beneficiaries” described in Treas. Reg.  section 1.509(a)-4(e) because of their relationship to the organizations described in subsection (a) hereof. (c)        Any amounts distributed by the Foundation to organizations described above shall be used for the furtherance of the Discipline and Practice of Marketing through scientific research, publications and education, student scholarships, post doctoral research, grants to deserving faculty members, recognition of scholars in the Discipline and Practice of Marketing scholarship, and for organizing and supporting research conferences, workshops, seminars and academic publications in the Discipline and Practice of marketing. Scholarships, recognitions, grants, conferences, workshops, seminars and publications, either wholly or partially funded from funds distributed by this Foundation, shall indicate the Foundation to be the source of whole or partial funding; (d)        The Foundation is also authorized to carry out, from time to time, qualified activities which are closely related in purpose or function to the Discipline and Practice of Marketing; (e)        In support of the foregoing purposes, the Foundation is authorized to accept, hold, administer and invest such funds and property, both real, personal and intellectual property rights and other intangibles, as may from time to time be received by the Foundation; (f)        To do and engage in any and all lawful activities that may be incidental or reasonably related to any of the foregoing purposes, and to have and exercise all other powers and authority now or hereafter conferred upon not-for-profit corporations under the laws of the State of Illinois; and (g)        Notwithstanding the foregoing or any other provision of the Articles of Incorporation or these Bylaws:
  1. No part of the net earnings or assets of the Foundation shall inure to the benefit of, or be distributable to, its Directors, officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above;
  2. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office;
iii. The Foundation shall not conduct or support any activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501(c)(3) of the Code or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Code; and
  1. The Foundation shall not support an organization that is not described in either section 509(a)(l) or 509(a)(2) of the Code.
Section 1.3. Disbursement of Net Income.  (a)  Each year, the Board shall determine the amount of the net income of the Foundation to be distributed, and the Foundation shall distribute the determined amount to any one or more qualified recipient organizations, as the Board shall determine, and in such proportions as the Board shall determine. (b)  Any portion of the Foundation's net income not distributed pursuant to subsection (a), above, shall be added to principal, as may be allowed by the Code. Section 1.4. Distribution of Assets upon Dissolution.   In the event of the dissolution of the Foundation, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Foundation, dispose of all of the remaining assets of the Foundation (except any assets held by the Foundation upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusivelyfor the exempt purposes of the Foundation to the University of Illinois Foundation, if the University of Illinois Foundation is then exempt from federal income tax under section 501(c)(3) of the Code.  If the University of Illinois Foundation is not then such an organization, the Board shall distribute the assets of the Foundation exclusively for the exempt purposes of the Foundation to such organization or organizations that qualify under these Bylaws. In no event shall any benefit accrue, by reason of any such dissolution, to any of the incorporations, officers or Directors of the Foundation. ARTICLE 2 Office and Registered Agent The Foundation shall have, and continuously maintain, in the State of Illinois, a registered office and a registered agent whose office is identical with such registered office. The Foundation may have other offices within or without the State of Illinois as the Board may, from time to time, determine. ARTICLE 3 No Members The Foundation has no members. ARTICLE 4 Board of Directors Section 4.1. In General.  The affairs of the Foundation shall be managed by a Board of Directors (“Board.”) Section 4.2. Number, Appointment, and Tenure; Qualifications and Compensation. The Board shall consist of nine persons. (a)        Five of such Directors (the "Recommending Organization Director(s)") shall be elected by the Board considering the candidates recommended by the Recommending Organizations described below:
  1. One such Director (the "Academy of International Business Director") shall be recommended by the Chief Executive Officer of the Academy of International Business, or by such representative(s) of said institution to whom its chief executive officer may delegate the duty and authority to recommend such Director of the Foundation. Should the applicable representative(s) of the Academy of International Business fail to recommend a Director to fill a vacancy in the position of Academy of International Business, the then serving Recommending Organization Directors, acting by majority vote, shall appoint a Recommending Organization Director to fill such vacancy.
  2. One such Director (the "American Marketing Association Director") shall be recommended by the Chief Executive Officer of the American Marketing Association, or by such representative(s) of said institution to whom its Chief Executive Officer may delegate the duty and authority to recommend such Director of the Foundation. Should the applicable representative(s) of the American Marketing Associationfail to recommend a Director to fill a vacancy in the position of American Marketing Association, the then serving Appointing Organization Directors, acting by majority vote, shall appoint a Supported Organization Director to fill such vacancy.
iii. One such Director (the “Association for Consumer Research Director”) shall be recommended by the Chief Executive Officer of the Association for Consumer Research, or by such representative(s) of said institution to which its Chief Executive Officer may delegate the duty and authority to recommend such Director of the Foundation.  Should the applicable representative(s) of the Association for Consumer Research fail to recommend a Director to fill a vacancy in the position of Association for Consumer Research, the then serving Appointing Organization Directors, acting by majority vote, shall appoint a Supported Organization Director to fill such vacancy.
  1. Two such Directors (the "Consensus Directors") shall be appointed by the then serving Recommendation Organization Directors, acting by majority vote, to fill such vacancies.
Each current Director shall complete his or her term.  As each of the (formerly titled) Supported Organization Directors) completes his or her term, the Board will seek a replacement in the order listed above; that is, the first from paragraph “i” directly above, continuing through paragraph “iv” directly above.
  • With each such recommendation referenced in (a) above, from a Recommending Organization, the organization that is to recommend a Director shall include with its recommendation, a statement as follows:
“This organization continues to be described in section 1.2(a) of these Bylaws and cannot be considered to be controlled, within the meaning of section 509(f)(2) of the Code, by (i) contributors to the Sheth Foundation, (ii) the families of contributors to the Sheth Foundation, or (iii) entities controlled by such individuals. Allsuch Recommending Organization Directors shall annually submit a written statement that he or she (1) is not a substantial contributor to the Sheth Foundation, (2) is not a member of a family within which there is substantial contributor to the Sheth Foundation and (3) is not subject to the control of such individuals. (c)        The Board may reject a maximum of three recommendations for any particular Recommending Organization Director position, and must accept the fourth.  In that way, ultimately, each Recommending Organization shall be able to select a Director of its choice, should it choose to do so. (d)       Recommendations, or alternate recommendations, as the case may be, under subsection (a) above, shall be made within thirty days of notice to the Recommending Organization from the President of the Foundation. (e)        Fourof such nine Directors (the "Sheth Family Directors") shall be appointed, and vacancies shall be filled:
  1. By the unanimous vote of Jagdish N. Sheth and Madhuri J. Sheth, so long as both of them are then living and both of them are not then incapacitated;
  2. After the death or incapacity of either Jagdish N. Sheth or Madhuri J. Sheth, by the unanimous vote of those of the following who are then living and are not then incapacitated: Jagdish  N. Sheth, Madhuri J. Sheth, Rajen J. Sheth and Reshma  H. Shah; or
iii.   After the death or incapacity of all four of the named Sheth family members, that is, Jagdish N. Sheth, Madhuri J. Sheth, Rajen J. Sheth and Reshma H. Shah, (1) by the then serving Sheth Family Directors, acting by majority vote, by which procedure, the Directors may also name their own successors; or (2) should there at any time be no remaining duly appointed Sheth Family Directors, by the Chief Executive Officer of the University of Illinois Foundation or his or her delegates acting by majority vote. (f)        All nine Directors shall serve for a three year term and shall take office at the Foundation's first meeting of the year in which the Director's term begins. The expiration dates of the Directors' term may be staggered at the discretion of the Board. (g)       A notice containing the name and address of a new Director shall be provided to all Directors by the President of the Foundation or by the person(s) or entity appointing the Director, no later than thirty days prior to the meeting at which the Director shall assume office, In the event that the Director has been appointed to serve for the remainder of the term of a Director who has resigned, been removed, become incapacitated or died, the appointee shall become a Director ten days after notice of his or her appointment is provided to the President. (h)        Each Director shall hold office until his or her successor shall have been duly appointed and shall have qualified or until his or her death, incapacity, resignation or removal. A Director may be elected to serve two or more consecutive terms. (i)        Directors need not be residents of the State of Illinois.  None of the Recommending Organization Directors may be a "disqualified person," as defined in section 4946 of the Code, unless (1) they are a disqualified person only by virtue of being  a "Foundation manager,” and (2) the Code allows such person to be considered, for purposes of Board control, an “independent Director.” (j)     Each Director, who is not a substantial contributor to the Foundation or a member of the family of a substantial contributor, shall be entitled to a stipend in the amount of one Hundred Dollars ($100.00) per Board meeting attended.  The President (if he or she is not a substantial contributor to the Foundation or a family member of a substantial contributor)shall be entitled to receive additional compensation pursuant to Section 7.2 hereof. Section 4.3. Regular Meetings.  There shall beat least two meetings of the Board each year, and the meetings shall be held at a time and place to be set by the Board. At each meeting, the Boardby resolution shall establish the time and place for the subsequent meeting. The Secretary shall provide thirty days written or e-mail notice of the time and place of the meeting to each Director and to each of Jagdish N. Sheth, Madhuri J. Sheth, Rajen J. Sheth, and Reshma H. Shah during their respective lifetimes. The Board may provide by resolution the time and place for the holding of additional meetings of the Board. Section 4.4. Special Meetings.  Special meetings may be called at any reasonable time and place, as determined by the President.  Such time shall not be later than two (2) weeks after a meeting request from a Director has been received by the President.  Notice of the time and place of any special meeting of the Board shall be given at least ten days prior thereto, by written or e-mail notice to each Director at the address shown for such Director on the records of the Foundation. The President shall endeavor to provide information in advance to the Directors concerning the proposed topics to be addressed at the Special Meeting.  If the meeting is called to address the proposed or possible removal of any Director, such notice shall so indicate, and shall be sent no less than twenty days prior to the date of the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage prepaid. If notice shall be given by e-mail, such notice shall be deemed to be delivered when the e-mail is electronically sent. Section 4.5. Waiver of Notice.Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In that case, any Director so objecting shall state such objection in writing prior to transacting of any business at such meeting or the Director's attendance shall constitute his or her waiver of notice. Section 4.6. Quorum.  Except as otherwise provided in these Bylaws, at all meetings of the Board of Directors a majority of the total number of Directors then serving shall constitute a quorum for the transaction of business; provided, however, that the Sheth Family Directors attending any meeting at which a quorum is present may not outnumber the Recommending Organization Directors attending such meeting. Section 4.7. Manner of Acting.   The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by the Code, statute, the Articles of Incorporation or these Bylaws.  Section 4.8. Action Without a Meeting.   Any action required by law to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Boardmay be accomplished by written resolution signed by all Directors, which resolution shall set forth the action taken, a waiver of notice of the meeting, and a consent to so act.  Such resolution shall have the same force and effect as a unanimous vote. Section 4.9. Attendance by Telephone.  While attendance in person is expected, in the case of an unavoidable circumstance, a Director may participate in a meeting of the Board through the use of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other.  Such participation in a meeting shall constitute presence in person at the meeting. Section 4.10. Resignation and Removal of Directors.
  • Any Director may resign at any time by giving written notice to the President or A resignation need not be accepted to be effective.
  • Any Director may be removed for cause by the Board, provided that a statement describing the cause for such removal shall have been provided to each Director no less than twenty days prior to the meeting at which such removal is to be considered.
Section 4.11. Vacancies.   Any vacancy occurring in the Board of shall be filled in the manner provided in paragraph 4.2. ARTICLE 5 Officers and Executive Director Section 5.1. Number.  The officers of the Foundation shall be a President, one or more Vice Presidents (the number thereof, if more than one, to be determined by the Board), a Secretary, a Comptroller, a Treasurer, and such other assistant officers as may be elected or appointed by the Board. Any two or more offices may be held by the same person, except for the offices of President and Secretary and except for the offices of Comptroller and Treasurer or Assistant Treasurer. The President shall be chosen from among the Directors from time to time acting, but the other officers need not be Directors. Section 5.2. Election and Term of Office.  The officers shall be elected or appointed annually by the Board at its first meeting in each calendar year. 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. Vacancies may be filled, or new offices created and filled, at any meeting of the Board. Section 5.3. Resignation or Removal of Officer.  (a) Any officer may resign at any time by giving written notice thereof to the Board. Resignation of an officer need not be accepted in order to be effective. (b)  Any officer may be removed by the Board whenever in its judgment the best interests of the Foundation shall be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of any officer shall not, by such election or appointment, create any contract rights in the officer. Section 5.4. Vacancies.   A vacancy in any office, however caused, may be filled by the Boar for the unexpired portion of the term. Section 5.5. President.   The President shall be the Chief Executive Officer of the Foundation.  Subject to the direction and control of the Board, the President shall have general supervision, direction and control of the business and affairs of the Foundation and shall perform all duties normally incident to the office of President and such other duties as may be assigned to him or her by the Board. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Foundation or a different mode of execution is expressly prescribed by the Board, the President may execute for the Foundation any contracts, deeds, mortgages, bonds, or otherinstruments which the Board has authorized to be executed.  The Secretary, or any other officer thereunto authorized by the Board, may also sign according to the law of the jurisdiction and the reasonable requirements of the form of the instrument.  The President may vote all securities which the Foundation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the Foundation by the Board.  The President shall preside at all meetings of the Board. Section 5.6. Vice President(s).  The Vice President(s), in order of their seniority, shall perform the duties of the President in the event of the President's absence, inability or refusal to act. The Vice President(s) shall perform such duties and have such powers as may from time to time be assigned by the President and approved by the Board. Section 5.7. Treasurer.   The Treasurer shall (a) be responsible for all funds and securities of the Foundation; receive and give receipts for moneys due and payable to the Foundation from any source, and deposit all such money in the name of the Foundation in such banks or other depositories as shall be selected in accordance with the provisions of Article 6 of these Bylaws and (b) in general, perform all the duties normally incident to the office of Treasurer and such other duties as from time to time may be assigned by the President with the approval of the Board. Section 5.8.  Comptroller.  The Comptroller shall have charge of, and be responsible for, the maintenance of adequate books of account for the Foundation.  The Comptroller shall also arrange for required audits of the Foundation, and shall assure that a draft copy of the IRS Form 990 is prepared and delivered to the Board in sufficient time for the Directors to review and comment upon the document prior to the annual filing date. Section 5.9. Secretary. The Secretary shall (a) keep the minutes of all meetings of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be the custodian of the corporate records and of any seal of the Foundation and may affix the seal of the Foundation to all documents, the execution of which on behalf of the Foundation is fully authorized under the provisions of these Bylaws; and (d) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the President with the approval of the Board. Section 5.10. Assistant Treasurer(s) and Assistant Secretary(ies).   In the event that the need for an Assistant Treasurer and/or Assistant Secretary is determined by the Board of Directors, the Assistant Treasurer(s) and the Assistant Secretary(ies) in general shall perform such duties as shall be assigned by the Treasurer or the Secretary, respectively, or by the President with the approval of the Board. Section 5.11.  Executive Director. The Board may employ a part time or full time Executive Director of the Foundation on such terms as may be determined by, and agreed upon by, the Board.  An Executive Director may only be employed under a written contract which includes all terms of his or her employment, specifies that he or she is an employee “at will” and states that either the Executive Director or the Foundation may terminate such employment at any time. Section 5.12. Surety Bonds.  If required by the Board, an officer or the Executive Director shall give a bond for the faithful discharge of that person's duties, in such sum, and with such surety as the Board shall determine. The cost of all surety bonds shall be paid by the Foundation. ARTICLE 6 Finances  Section 6.1. Savings and Checking Accounts.  The Treasurer, with the approval of the Board, shall open and maintain such checking or savings accounts in the name of the Foundation as deemed necessary. Checks drawn on such accounts shall be signed by the Treasurer or an Assistant Treasurer and countersigned by one other officer as determined by resolution of the Board. Section 6.2. Investments.  The assets of the Foundation shall be invested in such securities as may be in accordance with guidelines determined by the Board. The Board may contract for the services of a custodian and/or an investment advisor to provide safekeeping of securities and to administer the investment of the Foundation's assets in accordance with such guidelines. The Treasurer shall supervise investment of the Foundation's assets and may execute such documents as may be necessary for the sale and purchase of securities in accordance with guidelines adopted by the Board. ARTICLE 7 Contracts, Compensation, Expenses ofOfficers and Directors, and Gifts Section 7.1. Contracts.   The Board may authorize any officer or officers or agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Foundation.  Such authority may be general or confined to specific instruments. Section 7.2. Compensation and Expenses of Officers and Directors.   Except for Directors' stipends pursuant to section 4.2 hereof, the officers and Directors shall not be entitled to compensation for services rendered to the Foundation; provided, however, that the President of the Foundation shall be entitled to compensation in an amount of no less than Five hundred dollars ($500) per year. The Board may authorize the reimbursement of reasonable and documented expenses incurred by officers, Directors and the Executive Director, for attending meetings and in performing duties for the Foundation, in addition to said stipends and compensation.  Section 7.3. Gifts. The Board may accept, on behalf of the Foundation, any contribution, gift, bequest or devise for the purposes of the Foundation. ARTICLE 8 Records. Seal and Fiscal Year Section 8.1. Records.  The Comptroller shall keep correct and complete books and records of accounts.  The Treasurer shall keep correct and complete records of all income and expenditures.  The Secretary shall keep correct minutes of meetings and actions by the Board of Directors, and a record of the names and addresses of all previously supported organizations and of the members of the Board. Section 8.2. Seal.  The Board may provide a corporate seal for the Foundation. Section 8.3. Fiscal Year. The Board shall determine the fiscal year of the Foundation. ARTICLE 9 Indemnification and Insurance Section 9.1. Indemnification.To the full extent specifically authorized by, and in accordance withthe procedure prescribed in section 108.75 of the Illinois General Not for ProfitCorporation Act of 1986 (the “Act”)(or the corresponding provisions of any future statutes applicable to corporations organized under the Act), the Foundation shall indemnify all of its Directors, officers, committee members, employees, agents and other authorized representatives for expenses and other amounts paid, to the maximum extent allowed by law, in connection with legal proceedings (whether threatened, pending or completed) in which any such persons become involved by reason of their serving in any such capacity for the Foundation. Section 9.2. Insurance.  Upon specific authorization by the Board, the Foundation may purchase and maintain such insurance as may be allowed by law, on behalf of any or all Directors, officers, committee members, employees, agents or other authorized representatives of the Foundation against any liability asserted against any such person and incurred in any such capacity, or arising out of the status of serving in any such capacity, whether or not the Foundation would have the power to indemnify them against such liability under the provisions of Section 9.1 above. ARTICLE 10 Amendment of Bylaws                 Notice of any amendment to the Bylaws shall be provided to the Board no less than thirty days prior to the regular or special meeting of the Foundation at which such amendment will be voted upon. Amendments to the Bylaws of the Foundation shall be enacted only upon a two-thirds vote of all of the Directors then in office.