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Bylaws

Staff Contact: Pete Tinsley, Executive Director

The Bylaws of the Association provide the rules by which we operate. They are periodically updated.

Use the index below to identify a particular bylaw or skip down to read the entire set.

Page Index

BYLAW 1. NAME, REGISTERED OFFICE, PRINCIPAL OFFICE, EXECUTIVE DIRECTOR, NOT FOR PROFIT, AND PURPOSE
BYLAW 2. FISCAL YEAR
BYLAW 3. MEMBERS’ RESPONSIBILITIES AND PRIVILEGES (rev. 12/08)
BYLAW 4. SEVERANCE AND REINSTATEMENT OF MEMBERSHIP
BYLAW 5. COUNCIL
BYLAW 6. OFFICERS AND MEMBERS WHO SERVE ON THE COUNCIL
BYLAW 7. NOMINATIONS AND ELECTIONS
BYLAW 8. CHAPTERS AND SUBDIVISIONS
BYLAW 9. WORLD REGIONS
BYLAW 10. COMMITTEES
BYLAW 11. PUBLICATIONS
BYLAW 12. MEETINGS AND CONFERENCES
BYLAW 13. AFFILIATED ORGANIZATIONS
BYLAW 14. EMPLOYEES
BYLAW 15. FINANCES
BYLAW 16. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
BYLAW 17. BOOKS AND RECORDS AND SEAL
BYLAW 18. NOTICES
BYLAW 19. AMENDMENTS TO BYLAWS
BYLAW 20. PERSONAL LIABILITY AND INDEMNIFICATION
BYLAW 21. RULES OF ORDER

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BYLAW 1. NAME, REGISTERED OFFICE, PRINCIPAL OFFICE, EXECUTIVE DIRECTOR, NOT FOR PROFIT, AND PURPOSE

Section 1.1. Name; Premier Conference. The name of the organization shall be "Association for Information Systems” ("AIS”). The organization was formerly named "International Conference on Information Systems”. The former corporation Association for Information Systems, a Pennsylvania corporation, merged into International Conference on Information Systems, an Illinois corporation. International Conference on Information Systems survived the merger and changed its name to "Association for Information Systems”. The International Conference on Information Systems (the "ICIS”) is the premier international conference of AIS.

Section 1.2. Registered Office; Principal Office. AIS operates in accordance with a charter issued by the State of Illinois, USA. AIS shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical with such registered office. Its principal business office shall be located in Atlanta, Georgia, USA (the "Business Office”). The Council of AIS may change the registered office, registered agent and principal business office and may provide for such other offices of AIS as it may from time to time determine.

Section 1.3. Executive Director. The staff of the Business Office shall be supervised by an Executive Director, who may be a compensated employee of AIS, appointed by, and serving at the pleasure of, the Council. The Executive Director shall be responsible to the President of AIS. All business matters shall be referred initially to the Executive Director. The Executive Director shall be appropriately compensated as determined by the President with the advice of the Treasurer and with the approval of the Council. The compensation of the staff of the Business Office shall be determined by the Executive Director, subject to the approval of Council. (rev. 06/05)

Section 1.4. Not for Profit. AIS is organized and shall operate as a not-for-profit corporation, and shall have such powers as are now or as may hereafter be granted by the laws governing not-for-profit corporations of the State of Illinois, USA.

Section 1.5. Purposes. The purposes for which AIS is organized are charitable, educational and scientific, within the meaning of section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code”), including but not limited to the promotion of education and research activities in the field of information systems. Subject to the immediately preceding sentence, these activities may include, but are not limited to, organizing information systems conferences, furnishing scholarships to doctoral students, giving research grants, supporting visiting scholars from developing countries, and publishing scholarly journals.

Section 1.6. Rules. The following rules shall conclusively bind AIS and all persons acting for or on behalf of it:

A. No part of the net earnings of AIS shall inure to the benefit of, or be distributable to, its members, Council members, officers, or other private persons, except that AIS 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 herein. No substantial part of the activities of AIS shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and AIS 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. Notwithstanding any other provision of these Bylaws, AIS shall not carry on any other activities not permitted to be carried on:

1. by a corporation exempt from Federal income tax under section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law); or

2. by a corporation, contributions to which are deductible under section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue Law).

B. Upon the dissolution of AIS, the Council shall, after paying or making provision for the payment of all the liabilities of AIS, dispose of all the assets of AIS exclusively for the purposes of AIS in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine.

C. AIS shall not adopt any practice, policy or procedure that would result in discrimination on the basis of race, religion or creed.

D. Only the Executive Director or President speaks for AIS officially. (revised 3/8/2013)

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BYLAW 2. FISCAL YEAR

The fiscal year of AIS shall be from July 1 to June 30, commencing with the year beginning July 1, 2004.

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BYLAW 3. MEMBERS’ DUES AND PRIVILEGES

Section 3.1. Members. AIS shall have individual members (including student members, retired members and developing country members) and institutional members.

Section 3.2 Individual Members. Each individual member shall pay annual dues as established by the Council. All individual members agree to comply with the provisions of the AIS Constitution, Bylaws and Codes as amended from time to time. An individual member (other than a student member whose privileges may be restricted by the Council) has the privileges of (a) voting in all matters of AIS for which members are entitled to vote pursuant to these Bylaws, (b) standing for election for office, (c) nominating members for office and (d) receiving all communications to members as specified by the Council, the Executive Committee or the officers of AIS. (rev.12/08)

Section 3.3. Institutional Members. Institutional members shall pay annual dues as established by the Council. Each institutional member shall receive the materials and be entitled to the privileges specified for institutional members by the Council. Institutional members agree that their faculty (including retired faculty) and students are expected to comply with the provisions of the AIS Constitution, Bylaws and Codes as amended from time to time. (rev. 12/08)

Section 3.4. Doctoral Student Members. A doctoral student member is any full-time, doctoral degree seeking student who is enrolled at a university and who is not concurrently serving as a full-time faculty member at any institution of higher education. Doctoral student members shall pay annual dues as established by the Council. Unless otherwise restricted by the Council, doctoral student members shall have all the privileges and responsibilities of individual members and shall receive all communications that are sent to individual members. Members claiming doctoral student membership may do so for no more than six consecutive years. (rev. 6/5/2010)

Section 3.5. Retired Members. Retired members shall pay annual dues of one-half the annual dues of individual members who are not student members or developing country members. Retired members shall have all the privileges and responsibilities of individual members and shall receive all communications that are sent to individual members. To be eligible for retired membership, individuals shall furnish the Business Office a certification that they are no longer engaged in full-time work. (rev. 12/08)

Section 3.6. Developing Country Members. A reduced membership fee will be established annually by the Council for any individual member who resides and works in a country designated as an official developing nation by the United Nations and the Human Development Index. A developing country member shall be entitled to all the privileges and responsibilities of individual members and shall receive all communications that are sent to individual members. (rev. 6/5/2010)

Section 3.7. Term of Membership. Subject to Section 3.8 below, the term of membership shall be for twelve (12) months following the due date for the payment of dues. Dues that are paid shall be non-refundable even if membership terminates prior to the end of the twelve-month term.

Section 3.8. Unpaid Dues. If dues remain unpaid for two (2) months after the date on which they are due, the Executive Director shall remove the name of that member from the active membership roll.

Section 3.9. Meetings of Members.

A. Annual Meeting. The annual meeting of the members of AIS shall be held at the location of the ICIS at the time designated by resolution of the Council. Notice of the annual meeting shall be given to the members of AIS at least twenty (20) days prior to the date of the meeting. Such notice need not specify the nature of the business to be transacted at such meeting, except as otherwise required by law or by Section 6.3 of these Bylaws.

B. Special Meetings. Special meetings of the members of AIS may be called by or at the request of the Council. The Council shall fix the place and time for holding any special meeting of the members of AIS.

C. Notice of Special Meetings. Notice of any special meeting of the members of AIS shall be given at least twenty (20) days prior to the date of the meeting. Such notice shall specify the general nature of the business to be transacted at such special meeting. Any business may be transacted at such special meeting regardless of whether the notice calling such meeting contains a reference thereto, except as otherwise required by law or by Section 6.3 of these Bylaws.

D. Quorum. Twenty (20) individual members of AIS shall constitute a quorum for the transaction of business at any meeting of the members of AIS, provided that, if less than twenty individual members of AIS are present at such meeting, the President may adjourn the meeting from time to time without further notice.

E. Actions of the Members. Except as provided in Section 4.2 and Bylaw 7 hereof or otherwise required by law, the actions of a majority of the members of AIS present at a meeting at which a quorum is present shall be the action of the members.

F. Action by Proxy. Voting by proxy shall not be permitted at meetings of the members of AIS. A member of AIS may not send a representative to attend a meeting of the members of AIS or to vote on behalf of such member at any meeting of the members of AIS.

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BYLAW 4. SEVERANCE AND REINSTATEMENT OF MEMBERSHIP

Section 4.1. Resignation. A member may terminate membership at any time by submitting a letter of resignation to the Executive Director or by failing to pay dues within two (2) months of the date they are due.

Section 4.2. Expulsion. A member may be expelled for conduct deemed prejudicial to AIS by a two-thirds majority of the AIS Council where a quorum is present, provided that such member shall first have been served with written notice by certified mail, return receipt requested, of the reason for the proposed expulsion, and shall have been given an opportunity to submit evidence to the AIS Research Conduct Committee. Due notice of any formal recommendation for expulsion shall be given by the Research Conduct Committee to the Council, along with a reasonable amount of documentation provided by the member whose expulsion is proposed, should the member so desire. Expelled members are not eligible for reinstatement.

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BYLAW 5. COUNCIL

Section 5.1. Authorities and Responsibilities. The Council shall set policies and issue directives, and shall monitor the work of officers and activities underway or planned in the various functional areas. It shall also review and approve the programs and budgets of AIS. It shall act on appointments for positions, including those of various Standing Committees. The Council shall report annually on or before October 1 of each year to the membership on the activities of AIS. This report shall include the financial statements, preliminary or audited, if available, of AIS for the fiscal year most recently ended.

Section 5.2. Meetings.

A. Time and Place of Regular Meetings. A regular annual meeting of the Council shall be held at the location of the ICIS at the time designated by resolution of the Council without any notice other than this Bylaw and notice of such resolution. The Council may provide by resolution the time and place for the holding of additional regular meetings of the Council without notice other than notice of such resolution.

B. Time and Place of Special Meetings. Special meetings of the Council may be called by or at the request of the President or by written request signed by one-third of the members of the Council. The person or persons authorized to call special meetings of the Council shall fix the place and time for holding any special meeting called by them. The Vice President – Meetings and Conferences may recommend to the Council the date and location of other Council meetings.

C. Notice. Notice of any special meeting of the Council or of any action to be considered without a meeting shall be given at least ten (10) days prior to the date of the meeting or the date for consenting in writing to any such action. Any business may be transacted at such special meeting regardless of whether the notice calling such meeting contains a reference thereto, except as otherwise required by law.

D. Quorum. A majority of the members of the Council shall constitute a quorum for the transaction of business at any meeting of the Council, provided that, if less than a majority of the Council members are present at such meeting, a majority of the Council members present may adjourn the meeting from time to time without further notice.

E. Actions of the Council. The action of a majority of the Council members present at a meeting at which a quorum is present shall be the action of the Council, except as otherwise required by law or by these Bylaws.

F. Action by Consent of Council Members. Any action required to be taken or which may be taken at a meeting of the members of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Council members entitled to vote with respect to such action. If any action is to be taken without a meeting, the President shall notify all members of the Council of the proposed action and any known arguments of the Council members for and against such action. Consent in writing includes consent via fax or electronic mail.

G. Action by Proxy. Voting by proxy shall not be permitted at meetings of the Council . A member of the Council may not send a representative to attend any meeting or to vote on behalf of such Council member at any meeting of the Council.

H. Participation in Meetings by Telecommunications. A Council member may participate in a meeting of the Council by means of teleconferencing, video conferencing, electronic mail, World Wide Web or similar communications equipment which enables all Council members participating in the meeting to hear or otherwise communicate directly with each other. Such participation in a meeting shall constitute presence in person at such meeting. For Web or electronic mail-based meetings which entail voting other than by voice or video, failure to either vote or indicate abstention in the time allotted for voting on a motion shall constitute absence from the meeting. (rev. 12/06)

I. Minutes. Minutes of each meeting of the Council shall be made available to each Council member at or before the next succeeding Council meeting. Each Council member shall be presumed to have assented to such minutes unless his or her objection thereto shall be made to the Secretary at or within two (2) days after such succeeding meeting.

J. Catastrophe. Notwithstanding any other provisions of the General Not For Profit Corporation Act of the State of Illinois, the Articles of Incorporation of AIS or these Bylaws, if any emergency resulting from warlike damage or an attack on the United States of America or any nuclear or atomic disaster, or any other national or local disaster, causes a majority of the Council members to be incapable of acting as such because of death or other physical disability or difficulties of communication or transportation, the other Council members shall constitute a quorum for the sole purpose of electing Council members to replace the Council members so incapable of acting. The Council members so elected shall serve until such replaced Council members are able to attend meetings of the Council or until new Council members are reelected. Questions as to the existence of such an emergency or disaster or as to the fact of such incapacity shall be conclusively determined by such other Council members.

K. Council Agendas. Two weeks prior to all AIS Council meetings the AIS Secretary will publish an AIS Council agenda on the AIS web site. (12/09)

L. Participation. Face-to-face AIS Council meetings will be open to all AIS members in good standing. AIS members and invited guests may speak during AIS Council meetings, according to the rules established for participation and the discretion of the meeting chair. The AIS Council may elect to enter an Executive session at any time. Due to limitations of virtual meetings (both technical and procedural), electronic AIS Council meetings will be limited to AIS Council members and invited guests. (12/09)

M. Summary of Actions. After all AIS Council meetings the AIS President will make a summary of AIS Council minutes/findings available through the AIS InSider or comparable means of communication to the membership. (12/09)

Section 5.3. Membership. The Council shall consist of the officers of AIS, one representative from each World Region ("World Region Representatives”), the ICIS Representative, and the AMCIS representative, each of whom shall have full voting rights. The Executive Director shall be a non-voting, ex officio member of the Council. The ICIS Representative shall be the general chair of the previous year’s ICIS; in the case of co-chairs, the ICIS Executive Committee will select one of the co-chairs to be the ICIS Representative. The AMCIS Representative shall be the general chair of the previous year’s AMCIS; in the case of co-chairs, the AMCIS Executive Committee will select one of the co-chairs to be the AMCIS Representative. Only members from a given World Region shall be permitted to vote for that World Region’s World Region Representatives. (rev. 12/2010)

Section 5.4. Compensation. No officer or member of the Council shall be paid for his or her services.

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BYLAW 6. OFFICERS AND MEMBERS WHO SERVE ON THE COUNCIL

Section 6.1. Officers. The officers of AIS shall be a President, President-Elect, the immediate Past President, Treasurer, Secretary, Vice President – Publications, Vice President – Meetings and Conferences, Vice President – Special Interest Groups, Chapters and Colleges, Vice President – Member Services, Vice President – Communications, Vice President – Education, Vice President - Technology, Vice President - Student Chapters, ICIS Representative, AMCIS Representative, Executive Director, and such other officers as may be determined from time to time by the Council with such duties and responsibilities as the Council may prescribe. Each officer shall be a member of the Council. The Council may eliminate any position of Vice President, provided, however, that the position shall not be eliminated before the end of the current term in effect at the time of the Council’s action. No two offices may be held by the same person. Officers need not be residents of the State of Illinois. Each officer shall hold office until his or her removal pursuant to Section 6.3 hereof, death or resignation or until his or her successor is elected. (rev. 06/2014)

Section 6.2. Election of Officers. All officers except the Immediate Past President, President, Secretary, Treasurer, Vice President - Technology, Vice President – Student Chapters, and Executive Director shall be elected by the members. The Secretary, Treasurer, Vice President - Technology, Vice President – Student Chapters, and Executive Director shall be appointed by the Council. The President-Elect shall become the President at the end of the President’s tenure and the President shall become the Immediate Past President at the end of the President’s tenure. The office of President-Elect shall rotate among the World Regions in the sequence World Region 1, 2 and 3, starting in 1995 with World Region 1. (rev. 03/10)

Section 6.3. Removal; Resignation. A Council member may be removed for conduct deemed prejudicial to AIS by a two-thirds majority of the total membership of Council, provided that such member shall first have been served with written notice by certified mail, return receipt requested, of the reason for the proposed removal at least fifteen (15) days in advance of the meeting, and has been given the opportunity to answer in person, in writing, or by an authorized representative. (rev. 06/05)

Any officer, any World Region Representative, the ICIS Representative, and the AMCIS Representative may be removed from office and/or from the Council by a majority vote of the individual members of AIS present at an annual or special meeting of the members of AIS provided that (i) a quorum is present at such meeting and (ii) the notice of such meeting is given pursuant to Section 3.9 of these Bylaws. Such notice must specify that the removal of an officer, a World Region Representative, the ICIS Representative or the AMCIS Representative will be considered at such meeting and name the person whose removal will be considered. Any officer or Council member may resign from office and/or from the Council by submitting his or her resignation to the Secretary. Such resignation shall become effective upon its receipt by the Secretary or as otherwise specified therein. (rev. 12/05)

Section 6.4. Vacancies. For offices other than President-Elect, vacancies arising from either removal or resignation shall remain unfilled until the next scheduled election. At the next scheduled election, a member elected to fill a vacancy thus created shall serve the remainder of the term of office of the vacant position being filled, but such service shall not be considered as part of the normal limitation on succeeding themselves in that office. At the discretion of Council, the duties of an officer who has been removed or has resigned may be assumed by the Past President or other officer until the next scheduled election. (rev. 12/05)

Section 6.5. Duties and Responsibilities. The following are the duties and responsibilities of each officer and member of the Council. The Council may, from time to time, assign additional duties and responsibilities or alter or delete duties and responsibilities.

A. The President shall:

1. Plan and supervise AIS activities;

2. Preside at the Council meetings, at general business meetings of the members of AIS, at the Executive Committee meetings and at Planning Committee meetings;

3. Have (a) full authority to approve expenditures included in the annual budget and execute contracts in connection therewith, and (b) subject to the control of the Council and except for those actions that are reserved for approval of the Executive Committee, general supervision of and general management and executive power over all the property, operations, affairs and any employees of AIS; the President may delegate all or part of this authority to or withdraw it from the Executive Director; (rev. 06/05)

4. Serve as AIS's chief representative before the public and in its relations with other persons and organizations;

5. Recommend members to the Council for approval to fill any vacancies in Standing Committees;

6. Create and staff ad hoc committees to assist in the exercise of his/her responsibilities, provided that the terms of such committees are within the term of the President's office and provided such committees operate within their assigned jurisdictions and consistent with these Bylaws;

7. Direct the activities of, and recommend to the Council an appropriate compensation level for, the Executive Director and, with consultation with the Executive Director and Treasurer, other Business Office staff;

8. At the conclusion of her/his term, serve as an officer and member of the Council for one year with the title "Past President";

9. Serve on the Executive Committee, the AIS Fellows Committee, and the Council; and

10. Vote any securities owned by AIS (or appoint proxies, with general power of substitution), unless the Council confers authority to vote with respect thereto, which may be general or confined to specific investments, upon some other person.

Any reporting to the membership of AIS shall be under the signature of the President.

B. The President-Elect shall:

1. In the temporary absence or incapacity of the President, preside at the Council and general business meetings of AIS and represent AIS before the public and in its relations with other persons and organizations;

2. In the temporary absence or incapacity of the President, create and staff ad hoc committees to assist in the exercise of his/her responsibilities, provided that the terms of such committees are within the term of the President-Elect's office and provided such committees operate within their assigned jurisdictions and consistent with these Bylaws;

3. Serve on the Nominating Committee, the Executive Committee, the Finance Committee, the Organization and Bylaws Committee, the AIS Fellows Committee, the Distinguished Member Award Committee, the Planning Committee, and the Council; and (rev. 06/03)

4. At the close of her/his term of office, automatically become President. The President-Elect's succession to the office of President shall not be affected by having assumed and performed the duties of President during any portion of his/her term as President-Elect.

C. The Immediate Past President shall:

1. Attend all meetings of the Council and provide advice on matters before the Council as appropriate; and

2. Serve on the Executive Committee, Nominating Committee, the AIS Fellows Committee, the Distinguished Member Award Committee, the Planning Committee, and the Council. (rev. 6/5/2010)

D. The Secretary, Treasurer, Executive Director, and each Vice President shall:

1. Plan, administer and monitor the affairs of AIS in their designated functional areas under the general supervision of the President;

2. Assist and counsel the President with respect to the discharge of the President's duties;

3. Make reports and recommendations to the Council on matters pertaining to their assigned areas;

4. Serve as chairs of the Standing Committees, if any, that support their functions;

5. If needed, create and staff ad hoc committees to assist in the exercise of their responsibilities, provided that the terms of such committees are within the term of their office and provided such committees operate within the functional jurisdiction of the person to whom they report;

6. As to the Secretary, Treasurer, and Executive Director, serve on the Executive Committee; and

7. Serve on the Council. (rev. 06/05)

E. In addition to any responsibilities specified previously, the Treasurer shall

1. Forecast trends in revenues and costs;

2. In consultation with the President, President-Elect, and Executive Director:

a. Prepare the annual budget for adoption by the Council at the regular annual meeting of the Council; and

b. Provide the membership with access to the audited financial reports within three (3) months after the close of
the fiscal year.

3. Monitor the accounting and the business practices followed by the Business Office;

4. Co-sign checks and withdrawal slips for AIS for all disbursements above an amount specified by the Council; Council may delegate all or part of this authority to and withdraw it from the Executive Director; (rev. 06/05)

5. In consultation with the Finance Committee:

a. Assess the financial implications of proposed programs, activities, projects, policies, and other practices in the
light of the financial resources of AIS;

b. Assist the Vice Presidents in understanding the financial implications of their planned programs;

c. Recommend investment of surplus funds and supervise the investment of such funds;

d. Advise the President and the Council regarding an appropriate compensation level for the Executive Director
and other Business Office staff; and

e. In consultation with the Executive Director, arrange for an outside professional audit of all financial activities of
AIS for each fiscal year of AIS, and the filing of state and federal tax returns as required.

6. Serve ex officio on the ICIS and AMCIS Executive Committees and assist ICIS and AMCIS officers as required with the financial conduct of their respective conferences; and

7. Serve on the Finance Committee.

F. In addition to any responsibilities specified previously, the Vice President-Publications shall:

1. Be responsible for all matters pertaining to AIS publications and AIS-affiliated publications (if any);

2. Oversee and coordinate the work of the editors-in-chief of all AIS publications;

3. Jointly with the Executive Director, supervise the distribution, promotion, advertising, and subscriptions of AIS publications;

4. Serve as a member of the Research Conduct Committee and the Publications Committee; (rev. 06/03)

5. Serve as AIS representative on the MIS Quarterly Policy Council; and

6. Serve on the Council.

G. In addition to any responsibilities specified previously, the Vice President-Meetings and Conferences shall:

1. Provide general oversight and monitoring of AIS meetings and conferences and, if necessary, make recommendations to the Executive Committee to take actions that ensure financial stability of an AIS meeting or conference; (rev. 12/2010)

2. Recommend to the Council the dates, sites, and chairs of future AIS conferences, with the exception of the ICIS and the AMCIS;

3. Maintain and update ICIS and AMCIS Site Selection Guidelines in cooperation with ICIS and AMCIS Site Advisory Committee chairs;

4. Receive, review, and recommend to the Council, proposals from organizations that wish to have their conferences affiliated with AIS meetings and conferences;

5. Consult with the executive committees of Affiliated Conferences on AIS practices and policies that pertain to conference organization and delivery;

6. Report annually to the Council on the financial and other outcomes of AIS conferences and Affiliated Conferences, except for the ICIS and AMCIS;

7. Recommend to the Council policies and practices concerning meetings of the Council;

8. Serve ex officio on the ICIS Executive Committee, the AMCIS Executive Committee, the ICIS Site Advisory Committee, and the AMCIS Site Advisory Committee; (rev. 12/2010)

9. Serve on the Organization and Bylaws Committee and the Research Conduct Committee; (rev. 06/03)

10. Serve as parliamentarian and advise the President on parliamentary procedure for meetings of Council;

11. Maintain and update AIS Conferences Web page; and

12. Serve on the Council.

H. In addition to any responsibilities specified previously, the Vice President-Special Interest Groups, Chapters and Colleges shall:

1. Be responsible for all matters pertaining to chapters, SIGs, colleges and other subdivisions of AIS;

2. Promote the establishment and functioning of chapters, SIGs, colleges and other subdivisions of AIS as appropriate and consistent with AIS’s tax-exempt status under section 501(c)(3) of the Code; (rev. 06/2014)

3. Be responsible for all matters pertaining to Affiliated Organizations including, but not limited to, recommending the establishment of affiliations with existing organizations, serving as a spokesperson for these Affiliated Organizations at Council meetings, providing a liaison function to these Affiliated Organizations, and recommending the disestablishment of affiliation of these organizations when appropriate;

4. Receive and process all proposed affiliation agreements, constitutions, and bylaws from Affiliated Organizations and present them to the Council for action;

5. Annually prepare and submit to the Council a report on the status of AIS chapters, subdivisions and Affiliated Organizations;

6. Receive and monitor reports from subdivisions as described in Bylaw 8, report deficiencies to the officers of that subdivision and, as necessary, make recommendations for suspension or termination of particular subdivisions; and

7. Serve on the Council. (rev. 10/08)

I. In addition to any responsibilities specified previously, the Vice President-Member Services shall:

1. Be responsible for all matters pertaining to member services;

2. Be responsible for maintaining and increasing the membership of AIS;

3. Be responsible for placement activities and reports;

4. Monitor the services being provided by AIS to its members and propose to the Council ways of improving and expanding such services, consistent with AIS’s tax-exempt status under section 501(c)(3) of the Code;

5. Annually prepare and submit to the Council a report on services provided to members and plans for future services; and

6. Serve on the Council. (rev. 10/08)

J. In addition to any responsibilities specified previously, the Vice President-Communications shall:

1. Provide guidance and oversight to AISWorld and other electronic communications;

2. Review the content of the AIS (public) Web site for timeliness and accuracy in the second week of each quarter.

3. Develop plans for communicating the activities and goals of AIS, both within the membership and to external parties;

4. Recommend means for communications among members and by members with the Council and with the Business Office;

5. Prepare an annual report on communication activities and plans for promoting AIS to its members and external communities;

6. Serve on the Planning Committee; and

7. Serve on the Council.

K. In addition to any responsibilities specified previously, the Vice President-Education shall:

1. Participate in the creation of model curricula in IS, and recommend whether AIS should endorse such curricula;

2. Actively represent AIS in discussions on educational matters in IS with Deans and other college and university officials, and with the AACSB and other similar organizations;

3. Monitor the state of IS education around the world including the extent to which it is taught, the levels of enrollments, and the extent of and the conditions of employment of IS professionals in education;

4. Work with other Vice Presidents on matters involving students, including student activities at meetings, student chapters, and student prizes;

5. Monitor IS program accreditation activities;

6. Ensure that AIS is appropriately represented on accreditation boards. The Vice President may serve on such boards or recommend appropriate appointees to Council; and

7. Serve on the Council. (rev. 12/2010)

L. combined with Section 6.5 (K) VP-Education

M. In addition to any responsibilities specified previously, the Vice President-Technology shall:

1. Oversee all AIS technologies and systems and provide strategic guidance to Council on future technology development;

2. Develop plans for improving AIS technologies and systems;

3. Recommend to the Council new strategic investments in technology, as needed;

4. Annually prepare and submit to the Council a report on the status of AIS technology and technology-related activities;

5. Serve as Chair of the Technology Committee;

6. Serve on the Council.

N. In addition to any responsibilities specified previously, the Vice President-Student Chapters shall:

1. Oversee the growth and development of AIS student chapters;

2. Develop plans for the funding of student chapter initiatives;

3. Recommend to the Council new strategic initiatives for the support of existing student chapters and the development of new student chapters;

4. Quarterly prepare and submit to the Council a report on the status of student chapters and related activities;

5. Serve as Chair of the Student Chapter Steering Committee;

6. Serve on the Council.

(rev.03/10)

O. In addition to any responsibilities specified previously, the Secretary shall:

1. Keep a record of all proceedings, actions, and meetings of members of AIS, the Executive Committee and the Council, including the recording of votes and minutes;

2. Give due notice of all meetings of members, the Executive Committee and the Council;

3. Ensure that a current list of all members is kept at the Business Office;

4. Have custody of the AIS Bylaws, and amendments thereto;

5. Keep such other records and perform such other duties normally associated to an organization secretary, including the Articles of Incorporation and any amendments to the Articles of Incorporation; and

6. Serve on the Organization and Bylaws Committee and the Council.

P. World Region Representatives shall:

1. Participate in all Council meetings as voting members and represent the interests of their World Region;

2. Coordinate with officers on matters affecting their World Regions; and

3. From time to time, undertake special assignments from the President.

Q. The ICIS Representative shall:

1. Participate in all Council meetings as a voting member, and represent the objectives, plans, and interests of the ICIS;

2. Communicate with the Council on behalf of the ICIS, and coordinate with other members of the Council on matters affecting the ICIS;

3. Receive recommendations from the ICIS Executive Committee on, and recommend to the Council, the dates, sites, and general chairs of the ICIS;

4. Report annually to the Council on the financial and other outcomes of the ICIS; and

5. Serve on the Finance Committee.

R. The AMCIS Representative shall:

1. Participate in all Council meetings as a voting member, and represent the objectives, plans, and interests of the AMCIS;

2. Communicate with the Council on behalf of the AMCIS, and coordinate with other members of the Council on matters affecting the AMCIS;

3. Receive recommendations from the AMCIS Executive Committee on, and recommend to the Council, the dates, sites, and general chairs of the AMCIS;

4. Report annually to the Council on the financial and other outcomes of the AMCIS; and

5. Serve on the Finance Committee.

S. In addition to any responsibilities specified previously, the Executive Director shall:

1. Serve on Council as a non-voting, ex-officio member;

2. Serve as a non-voting, ex-officio member of the Executive Committee, the Finance Committee, the Planning Committee, the Technology Committee and the Nominating Committee;

3. Serve as a non-voting, ex-officio member on the AMCIS Executive Committee and the ICIS Executive Committee;

4. With the approval of Council, hire, supervise, and if necessary discharge employees in the Business Office;

5. As delegated by the President, with the approval of Council, negotiate, sign, and administer contracts on behalf of AIS, AMCIS, ICIS, and other AIS meetings and activities for professional products and services. (rev. 06/2007)

Section 6.6. Tenure. The President, President-Elect, and Immediate Past President shall serve for one year. The Vice Presidents shall serve for three years; their terms shall be staggered so as to assure continuity with respect to Council affairs. The Secretary, Treasurer, Vice President – Technology, Vice President – Student Chapters, and all future appointed Council positions shall serve for three (3) years. No one holding an appointed Council position may serve more than two consecutive terms and the World Region Representatives shall serve for three (3) years or for a shorter or longer duration as deemed appropriate by the Executive Committee in any given year. (rev. 12/2013) The Executive Director serves at the pleasure of Council and may be reappointed annually without limit. At the beginning of each fiscal year, the Secretary shall update the list of the terms of the Vice Presidents and World Region Representatives and indicate the years in which elections will be held to replace these incumbents. The ICIS Representative (immediate past conference chair or co-chair) and the AMCIS Representative (immediate past conference chair or co-chair) shall each serve for one year commencing July 1. The term of office for officers and Council members other than the ICIS and AMCIS representatives shall commence with the beginning of the AIS fiscal year and each shall serve his/her full term unless resignation, death or removal from office occurs before the term is complete. (rev. 12/2010)

Section 6.7. Precedence. In the absence of the President at the Council meetings or at general business meetings of the members of AIS, the order of precedence for purposes of presiding at such meetings shall be the President-Elect, Immediate Past President, Vice President – Publications, Vice President – Meetings and Conferences, ICIS Representative, AMCIS Representative, Vice President – Special Interest Groups, Chapters and Colleges, Vice President – Member Services, Vice President – Communications, Vice President – Education, Vice President – Technology, Treasurer, Secretary, and Executive Director. (rev. 06/2014)

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BYLAW 7. NOMINATIONS AND ELECTIONS

Section 7.1. Frequency. There will be an annual election by individual members to fill the office of President-Elect and offices for all officers elected by the members that will become vacant at the beginning of the next fiscal year.

Section 7.2. Composition of Nominating Committee. Nominating Committee appointments are made by the President for a term of one year commencing on January 1 of each year. The Nominating Committee shall consist of eight members: (rev. 06/03)

A. The President-Elect, who will serve as chair;

B. The immediate Past President, who represents the World Region from which the next President-Elect will be selected; and

C. Five other members, at least one of whom has not served on the Council, such that each World Region will be represented by at least two members from that Region. ”

D. The Executive Director who will serve as non-voting, ex officio member.

Section 7.3. Nominating Procedure. The Secretary shall notify the membership and the Nominating Committee of the positions to be filled in the pending election by January 15 of each year. The Committee shall submit to the Secretary by March 1 at least two nominations for every position except that, at the discretion of the Council, single nominations may be submitted under special circumstances. The Secretary shall give members notice of the Nominating Committee nominations on or before March 15. Members may submit by petition additional nominations for positions to be elected provided:

A. Each nomination is accompanied by the signatures of 10 members in good standing. Electronic signatures will be accepted; (rev. 06/05)

B. The nominee is a member in good standing and agrees, by written notice to the Secretary, to stand for election;

C. Nominees by petition for President-Elect must come from the World Region from which members are eligible for nomination in a given year; and

D. Notice of a nomination must be given to the Secretary by March 31.

Section 7.4. Balloting and the Announcement of Results. On or about April 15 , the Business Office at the direction of the Secretary will send, either physically or electronically, to all individual members appropriate materials for the conduct of the election:.

A. A ballot (or on-line access to a ballot) in substantially the form attached hereto as Exhibit A;

B. A brief biographical sketch of each nominee, including his/her service on behalf of AIS; and

C. A brief statement of platform by each nominee.

To be counted, votes must reach the Business Office on or before April 25. The Secretary will arrange to have the ballots counted promptly after the close of elections on April 25. For each office, the person receiving the highest number of votes is elected. The Secretary shall notify the Council, the Nominating Committee, and all candidates of the outcome of the election within one week of the completion of ballot counting. The Secretary shall, by May 15, announce the outcome of the election to all members.

Section 7.5. Supervisory Responsibility for Elections. The Chair of the Nominating Committee shall ensure that the votes of individual members are not divulged to anyone including officers and the Council, shall ensure that the ballots from each unchallenged election are destroyed in a timely fashion, shall ensure that no other record of individual votes is thereafter maintained, and shall be the final adjudicator of any challenge or controversy that may arise in connection with elections.

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BYLAW 8. CHAPTERS AND SUBDIVISIONS

Section 8.1. Types of Subdivisions. Chapters must be formed as corporations, limited liability companies or other such entities approved in writing by the Council which will not result in any obligation or liability to AIS for the activities and operations of the subdivisions. If Special Interest Groups or Colleges are not formed as such separate entities, before a charter is issued, they must be covered under the normal AIS liability insurance. If extra insurance is required, payment of such insurance shall be the responsibility of the SIGs or Colleges. (rev. 06/2014)

Section 8.2. Membership. Any member in good standing may apply for membership in any subdivision. Terms of membership in subdivisions shall be established by the elected governing body of the subdivision. These terms must be approved by the Council.

Section 8.3. Procedure for Obtaining Charter. Any ten members in good standing may apply for a subdivision charter. Applications for charters shall contain:

A. The names and signatures of the applicants;

B. The proposed name of the subdivision; and

C. A draft of the subdivision's organizing document and bylaws.

Applications shall be sent to the Vice President – Special Interest Groups, Chapters and Colleges for processing. The Vice President shall coordinate with the Chair of the Organization and Bylaws Committee to make certain that the subdivision's organizing document and bylaws conform with these Bylaws, the Articles of Incorporation of AIS and AIS’ tax-exempt status under section 501(c)(3) of the Code. The Vice President – Special Interest Groups, Chapters, and Colleges shall request changes in all applications that fail to conform. She/he will present all completed applications to the Council. The Council may approve, reject, or require alteration and resubmission of any application. The Secretary shall notify the applicants of any Council action. If an application is approved, the Secretary will send an appropriate charter to the applicants and place a copy of the subdivision's application, organizing document and bylaws and membership list on file at the Business Office. (rev. 06/2014)

Section 8.4. Organization. The terms of subdivision officers may be no more than three years. (rev. 06/2014)

Section 8.5. Meetings and Other Activities. Each subdivision shall hold at least one meeting each year that will be open to all members of the subdivision. If a subdivision chooses, some or all of its meetings may be open to other interested persons as well. Subdivisions may engage in activities other than, or in addition to, meetings to advance their purposes, as long as these activities are consistent with the provisions of these Bylaws, the Articles of Incorporation of AIS, the dignity of a professional association, and AIS’ tax-exempt status under section 501(c)(3) of the Code.

Section 8.6. Changes in Organizing Document and Bylaws. Prior to taking effect, in addition to any requirements under applicable law, all changes in the organizing document and/or bylaws of a subdivision must be adopted by the majority vote of the subdivision members voting in an appropriately-conducted ballot and approved by the Vice President - Special Interest Groups, Chapters, and Colleges. (rev. 06/2014)

Section 8.7. Reports and Review. Each subdivision shall submit to the Vice President – Special Interest Groups, Chapters and Colleges, and to the World Region Representatives in whose World Region the subdivision is located, an annual report of its activities for the past year and its current financial status. Each subdivision shall comply with all requests for information or authorization by the Council in connection with inclusion of the subdivision in the Internal Revenue Service group exemption letter. The Vice President – Special Interest Groups, Chapters and Colleges will monitor subdivision activities on an annual basis. Failure to file reports or other signs of lack of professional activities or standing for a particular subdivision will be investigated by the Vice President – Special Interest Groups, Chapters, and Colleges who may, at his or her discretion, and after notification of any subdivision officers, recommend to the Council the suspension or termination of the subdivision. The Council shall have the right to revoke the charter of and suspend or terminate any subdivision. (rev. 06/2014)

Section 8.8. Finances. Subdivision bylaws may provide for dues. Funds so obtained may be used for any purpose consistent with the organizing document and bylaws of the subdivision, the Articles of Incorporation and Bylaws of AIS and AIS’ tax-exempt status under section 501(c)(3) of the Code.

Section 8.9. Liabilities. A subdivision shall not enter into any contract or agreement or undertake any action which could result in any obligation or liability for AIS without the express written consent of the Executive Committee.

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BYLAW 9. WORLD REGIONS

Section 9.1. Definition and Authority of World Regions. AIS is divided into three World Regions. World Region 1 is the Americas, World Region 2 is Europe, Africa, and the Middle East, and World Region 3 is Asia-Pacific. Each World Region shall have the authority to:

A. Elect one World Region Representative; (rev. 12/2010)

B. To constitute a Regional Board for the purposes of organizing and communicating with members in that Region. The Regional Board shall be chaired by the Regional representative for that Region. The Board will consist of elected representatives from country and regional chapters in that Region. The Regional Representative will report to the AIS Council on the activities of the Regional Board at each Council Meeting; (rev. 6/2011)

C. Establish bylaws for such a World Regional Council provided they are compatible with these Bylaws and the Articles of Incorporation of AIS and are approved by the Council in advance;

D. Sponsor and/or hold professional meetings; and

E. Hold business meetings.

Section 9.2. Liability. A World Region, a World Region Council or any officers of the World Region shall not enter into any contract or agreement or undertake any action which could result in any obligation or liability for AIS without the express written consent of the Executive Committee.

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BYLAW 10. COMMITTEES

Section 10.1. Standing Committees. The Standing Committees of AIS shall be the Executive Committee, ICIS Executive Committee, Finance Committee, Planning Committee, Publications Committee, Research Conduct Committee, Technology Committee, AMCIS Executive Committee, Organization and Bylaws Committee, Nominating Committee, LEO Awards Committee, AIS Fellows Committee and Distinguished Member Award Committee. The Executive Committee, ICIS Executive Committee, AMCIS Executive Committee, Organization and Bylaws Committee, Nominating Committee, LEO Awards Committee, AIS Fellows Committee and Distinguished Member Award Committee serve AIS as a whole and will be referred to in these Bylaws as Institutional Committees. The Finance Committee, Publications Committee, Research Conduct Committee, and Technology Committee support specific AIS functions and will be referred to in these Bylaws as Functional Standing Committees.

The President shall oversee the activities of all Institutional Committees and Functional Standing Committees, and decide on matters of dispute among committees. The President may temporarily fill vacancies on the Functional Standing Committees and the Organization and Bylaws Committee until the next meeting of the Council, which shall permanently fill the vacancy upon the recommendation of the chair of the Functional Standing Committee or the Organization and Bylaws Committee, respectively. Committees shall decide on their own criteria for the time and place of meetings, notice of meetings, quorum requirement, votes needed for effective action, action by written consent, participation in meetings by telephone and proxy voting.

The Standing Committees, and all other committees created by the Council, shall be subject to instructions from the Council, shall make recommendations to the Council, and shall submit an annual report to the Council.

Section 10.2. Authority, Tenure, and Membership. All appointed AIS committees should have at least one male and one female member. The membership of each Standing Committee shall be as follows: (rev. 12/09)

A.Executive Committee. The Executive Committee shall consist of the President, President-Elect, Immediate Past President, Secretary, Treasurer and Executive Director (non-voting, ex officio). The President shall serve as chair of the Executive Committee. (rev. 6/5/2010)

B. ICIS Executive Committee. The ICIS Executive Committee shall include the ICIS Representative, the Vice President-Meetings and Conferences (ex officio), the Treasurer (ex officio), and the Executive Director (non-voting, ex officio) and shall otherwise determine its own membership and the terms of the members. The ICIS Executive Committee shall select the chair of the ICIS Executive Committee.

C. Finance Committee. The President shall propose the membership of the Finance Committee at the mid-year meeting for approval by Council. It is stipulated, however, that (i) the Treasurer, (ii) the ICIS Representative, (iii) the AMCIS representative, (iv) the President-Elect, and (v) the Executive Director shall be members of the Finance Committee. The Finance Committee shall include at least one member from each World Region, and the President can appoint such members for a period of two years. If there is a need to appoint two members at the same time to satisfy the requirement of one member from each World region, the President may appoint one member for a three-year period to facilitate continuity.

The President will propose the chair of the Finance Committee for approval by Council, and the Treasurer may serve as the chair, if so warranted.

Approval by Council of any of the measures noted above may be obtained either by vote at a regular Council meeting or by polling Council members individually and posting the results of the poll.

D. Planning Committee. The Planning Committee shall consist of the President (Chair), President-elect, Vice President-Communications, AIS Executive Director, and each World Region representative. (rev. 12/2010)

E. Publications Committee. The Vice President-Publications shall determine the number of members of the Publications Committee and their terms of membership. The number of members of the Publications Committee shall be at least five (5) and shall include at least one member from each World Region. The Vice President-Publications shall recommend the members of the Publications Committee to the Council for approval. The Council, upon the recommendation of the Vice President-Publications, shall have the right to remove members from the Publications Committee. The Vice President- Publications shall serve as the chair of the Publications Committee. The terms of the members shall be staggered, as designated by the Vice President-Publications, to maintain continuity.

F. Research Conduct Committee. The Research Conduct Committee shall consist of the Vice President-Publications, Vice President-Meetings and Conferences, and a third person to be appointed by the AIS Executive Committee as required. The Research Conduct Committee shall select its own chair. (rev. 06/03)

G. Technology Committee. The Technology Committee shall consist of the Vice-President-Technology (who serves as Chair), Vice-President-Publications, Editor-in-Chief of AISWorld and Executive Director (non-voting, ex officio). The President may appoint additional members to the Committee.

H. AMCIS Executive Committee. The AMCIS Executive Committee shall include the Vice President-Meetings and Conferences (ex officio), the World Region Representative from World Region 1, the Treasurer (ex officio), and the Executive Director (non-voting, ex officio). The AMCIS Executive Committee shall otherwise determine its own membership and the terms of the members. The AMCIS Executive Committee shall select the chair of the AMCIS Executive Committee. (rev. 12/2010)

I. Organization and Bylaws Committee. The Organization and Bylaws Committee shall consist of the President-Elect, Vice President-Meetings and Conferences, and the Secretary. Terms of membership shall be the terms of office for the incumbents. The Council shall have the right to remove and replace members from the Organization and Bylaws Committee. The Organization and Bylaws Committee shall select the chair of the Organization and Bylaws Committee. (rev. 06/03)

J. Nominating Committee. The membership and tenure of the Nominating Committee is as specified in Bylaw 7.

K. LEO Awards Committee. The LEO Awards Committee shall determine award winners from among outstanding individuals in the Information Systems community (academics and professional), who have made exceptional contributions to research in and/or the practice of Information Systems. The LEO Awards Committee will consist of six standing members. Except in unusual circumstances, the term of office of Committee Members will be two years, with three members rolling off each year. To ensure international coverage, the Committee will include two members from each AIS Region. The Committee will be appointed by a Subcommittee of the AIS Council consisting of the President (who will chair the Subcommittee), the immediate Past President, and the President-Elect. The Chair of the Committee will be elected by the members of the Committee. Committee members may not serve for more than two consecutive years. They can be reappointed, however, following an absence of one year. There should not be a majority of Leo Award winners on the Committee.

L. AIS Fellows Committee. The AIS Fellows Committee elects Fellows to recognize individuals who have made outstanding global contributions to the Information Systems discipline in research, teaching, and service as well as outstanding local contributions in the context of their country and region. The Committee consists of six (6) members: Immediate Past-President of AIS (who acts as Chair), AIS President, AIS President-Elect, three AIS Fellows (at least one of whom has not previously served on the AIS Fellows Committee.) The latter three will be selected by the Chair with the approval of the AIS President. AIS Fellows Committee members shall serve for one year unless reappointed.

M. Distinguished Member Award Committee. The Distinguished Member Award Committee shall determine awardee(s). There is no requirement for the Committee to make an annual award but rather it should make one or more awards when the stated criteria are satisfied. The Committee consists of four (4) members: AIS President-Elect (who acts as Chair), AIS Immediate Past-President, one LEO awardee and one AIS Fellow.

N. Conferences Committee. The Conferences Committee shall consist of the Vice President of Meetings and Conferences (Chair), the Current ICIS Executive Committee chair, the immediate past ICIS Executive Committee chair, the next ICIS Executive Committee chair, the current AMCIS Executive chair, immediate past AMCIS Executive Committee chair, the next AMCIS Executive Committee chair, other members selected by the VP, and the AIS Executive Director (ex officio.) (Revised 8/6/2012)

Section 10.3. Duties of Committees.

A. The Nominating Committee shall nominate members for positions that the Council determines shall be filled by an election. The Nominating Committee shall report its nominations to the Secretary for dissemination to the membership.

B. Functional Standing Committees. Each Functional Standing Committee shall assist the President and the Vice President, if any, to whom it reports in carrying out the duties assigned to the President and any Vice President. In addition to these general responsibilities, the Functional Standing Committees have specific responsibilities as described below for such Committees.

C. The Finance Committee shall provide financial oversight for AIS. This shall include budget review, selection of an auditor, selection of bonding and officers and directors insurance, and acting as an investment committee for AIS whenever AIS has funds available for investment. In addition, the Finance Committee shall consider all proposals for expenditures in excess of $25,000, and shall make recommendations to the Council regarding such proposals. The Finance Committee also shall make recommendations to the Council on the amount of funds available for use by AIS in excess of reasonable and necessary reserves.

D. The Planning Committee shall prepare, or ensure preparation of, a stakeholder analysis, service matrix analysis, missions matrix analysis, four-year budget, and other reports necessary for effective priority setting by AIS Council. The service matrix analysis shall include two matrices, reflecting both the current situation and planned services. The Planning Committee shall report to AIS Council at each Council meeting.

E. The Organization and Bylaws Committee shall:

1. Observe the management of AIS from the point of view of compliance with its Articles of Incorporation and Bylaws and with the resolutions of the Council;

2. Study all proposed changes in the Articles of Incorporation and Bylaws and make recommendations to the Council;

3. Make recommendations to the Council about the objectives and organization of AIS; and

4. Examine all subdivision and World Region bylaws and proposed changes thereto to determine whether they are consistent with the objectives, Articles of Incorporation, and Bylaws of AIS.

F. The Research Conduct Committee shall:

1. At the request of the President, consider allegations and complaints of scholarly misconduct.

2. Recommend to AIS Council editorial actions to redress injustices or harm to victims of such misconduct where possible and as appropriate.

3. Recommend to AIS Council sanctions or other such actions, including expulsion, as may be appropriate against any AIS member found to have committed scholarly misconduct.

4. Provide a report to AIS Council on each allegation or complaint considered by the Committee, including those for which there are no grounds for sanctions.

5. Periodically review the AIS Code of Research Conduct and recommend to Council such actions as may be necessary to assist in maintaining and enhancing the ethical behavior of our scholarly community. (rev. 12/2013)

G. The Technology Committee shall provide policy, advisory and oversight functions for all AIS technologies and systems. This shall include providing recommendations on:

1. The strategic direction and development of all new technology investments for AIS.

2. New capabilities in which AIS should invest in.

3. How all AIS systems can be better integrated (e.g., a common review system for journals and conferences).

4. How all AIS systems can better meet the needs of all stakeholders.

H. The ICIS Executive Committee shall:

1. Recommend to the Council for approval by the Council, through the ICIS Representative, the location, dates, and general chairs of the annual ICIS;

2. Prepare and submit a budget for each ICIS, and report to the Council at six-month intervals on the revenues and expenses of each ICIS, from the time it is approved by the Council until the time that its accounts are closed;

3. Be responsible for the strategy, format, structure, organization, location, leadership and all other aspects of the planning and delivery of each ICIS; and

4. Create policies that define the general principles of the ICIS.

I. The AMCIS Executive Committee shall:

1. Recommend to the Council, through the AMCIS Representative to Council, the location, dates, and general chairs of the annual AMCIS;

2. Prepare and submit a budget for each AMCIS, and report to the Council at six-month intervals on the revenues and expenses of each AMCIS, from the time it is approved by the Council until the time that its accounts are closed;

3. Be responsible for the strategy, format, structure, organization, location, leadership and all other aspects of the planning and delivery of the AMCIS;

4. Monitor financial resources that are required to organize the AMCIS in the future; and

5. Create policies that define the general principles of the AMCIS.

J. The Executive Committee. The Executive Committee shall be empowered to prepare the agenda for meetings of the Council, to advise the President between meetings on necessary matters that cannot readily be brought before the Council, and to approve requests for expenditures of up to $25,000 if such requests are not in the annual budget.

K. The LEO Awards Committee shall widely solicit nominations from the IS community. The Committee shall determine recipients of the award with a maximum of two in any year, with the possibility that no award will be made in a given year. The Chair shall notify, in confidence, recipients of the award and members of the LEO Awards Subcommittee. The Chair of the LEO Awards Committee shall present the awards at a ceremony at ICIS. Subsequent to ICIS but before 31 December of the year in which the award is given, the Chair of the Committee will widely announce the names of the Award winners.

L. The AIS Fellows Award Committee. The AIS Fellows Committee Chair shall widely solicit nominations from members from the Information Systems community. Nominees must be members in good standing with the association at the time of the nomination to be considered for the award. The Committee may consider individuals not nominated whom they believe are deserving of the award. The number of Fellows appointed in one year may be no more than six per year, of which a maximum of two may come from any region (or less/none if the Committee decides). (rev. 12/09) The Chair of the Committee will notify award recipients, and shall inform each nominator of the outcome of their nomination. New AIS Fellows will be inducted and presented with a plaque by the Chair of the AIS Fellows Committee at a ceremony held at ICIS. Subsequent to ICIS but before 31 December of the year in which the Fellow is elected, the Chair of the Fellows Committee will widely announce the names of newly elected AIS Fellows. (rev.3/8/2013)

M. The Distinguished Member Award Committee. The Distinguished Member Award is set up to give to a person who: a. died during the previous calendar year; b. was a member of AIS for at least 5 years; c. is generally considered to have advanced the field through research or service; and (d) is not a LEO awardee or AIS Fellow. The Committee shall determine the awardee(s). There is no requirement for the Committee to make an annual award but rather it should make one or more awards when the stated criteria are satisfied. In April of each year, the award is announced by the President of AIS in a letter to the deceased's family, in an email to all AIS members, and by announcement on the AIS home page. A short synopsis of the person's career will be placed on the AIS Web site. A photo approved by the deceased's family might also be placed on the same Web page.

N. The Conferences Committee shall:

1. Identify potential sites for ICIS and AMCIS, solicit bids for ICIS and AMCIS, assist bid committees in preparing and revising bids, and advise the respective ICIS and AMCIS Executive Committees on the strengths and weaknesses of conference bids.

2. Review plans, contingencies, and progress of ICIS and AMCIS in the years leading up to the conferences, and accordingly make recommendations to the AIS Council including actions that ensure financial stability of ICIS and AMCIS. (Revised 8/6/2012)

 

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BYLAW 11. PUBLICATIONS.

Section 11.1. Policy Determination. The Council shall establish publication policies for AIS and its subdivisions and World Regions. The Vice President-Publications shall ensure that these policies are reflected in the publications of AIS and its subdivisions and World Regions. Neither AIS nor the Council assumes responsibility for the content or policies of publications that the Council may choose to make available to members as part of their dues.

Section 11.2. Official Journals. The Council may choose to name one or more publications as the official publications of AIS. The Council may designate journals published by other societies, commercial publishers or other organizations as official journals of AIS, or AIS may publish its own journals, or both. The Council may establish a publishing fee for articles accepted for publication in any designated AIS journal for articles with no member authors. (rev. 4/2013)

Section 11.3. Editors-in-Chief. A nominating committee consisting of the Vice President - Publications, the editor-in-chief whose term is expiring, and three World Region representatives, shall nominate the editor-in-chief for each publication owned by AIS. The three World Representatives, one from each World Region, shall be active scholars in the IS field and shall be appointed by the Vice President-Publications and the outgoing editor-in-chief. For a new publication, the committee shall consist of the Vice President - Publications and three World Region representatives. Each editor-in-chief shall be responsible for the editorial content of the publications he/she edits. Each nomination is subject to approval by the Council which shall also fix the terms and honoraria of the editors-in-chief.

Section 11.4. Logistics. The Business Office shall arrange for printing, distribution, subscription processing, sales promotion, advertising, and handling of other business matters relating to AIS publications.

Section 11.5. Publications by World Regions and Subdivisions. World Regions and subdivisions may publish material pertaining to their prescribed area providing it has been approved by the Vice-President-Publications. Such publications will be owned by AIS. The Vice President-Publications shall represent the Council in all matters pertaining to publications by World Regions or subdivisions. Before publications of subdivisions may be offered for sale, the Vice President-Publications must grant his or her approval. On recommendation of the Vice President-Publications, the Council may suspend any editor or publication of a subdivision. (rev. 6/5/2010)

Section 11.6. Publications by Affiliated Organizations. The Council assumes no responsibility for publications by Affiliated Organizations. Affiliated Organizations will be expected to fund, distribute, and control their own publications. (This does not refer to AIS Affiliated Journals.) (rev. 6/5/2010)

Section 11.7. Affiliated Journals. An AIS Affiliated Journal is a journal not owned by AIS but is one with which AIS wishes to be associated. AIS may charge a fee for such affiliation. An Affiliated Journal is additionally branded as an AIS Affiliated journal with the AIS Affiliation logo. Each affiliated journal must be approved by Council and affiliation will be for a specific period, which may be renewable multiple times by Council. Organizations wishing to be recognized by AIS as an affiliated journal may request an application from the AIS Office and submit said application for consideration. The VP Publications will review requests and decide on their disposition. Council approval is required for requests for affiliated journal status. On recommendation of the Vice President-Publications, the Council may terminate an affiliation at any time. (rev. 6/5/2010)

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BYLAW 12. MEETINGS AND CONFERENCES

Section 12.1. Primacy of the ICIS. AIS recognizes the annual ICIS as the premier research conference of AIS and indeed of the entire IS field. In addition to AIS’s primary sponsorship of the ICIS, other organizations may also be sponsors of the ICIS according to terms proposed by the ICIS Executive Committee and approved by the Council.

Section 12.2. AIS Conferences. The ICIS and AMCIS shall be known as "AIS Conferences”. The Council may designate additional conferences as AIS Conferences.

Section 12.3. World Region Conferences. The Council, in cooperation with the World Regions, may sponsor professional conferences in each World Region.

Section 12.4. Other Meetings. The Council may approve additional conferences on special topics or in collaboration with both affiliated and non-Affiliated Organizations as detailed in Bylaw 13.

Section 12.5. Annual Business Meeting. AIS shall hold its annual business meeting, and a meeting of the Council, at the location of the ICIS and either immediately before, during, or immediately after the ICIS.

Section 12.6. Financial Responsibility. AMCIS shall submit an initial budget to the Council through the AMCIS Representative to Council.

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BYLAW 13. AFFILIATED ORGANIZATIONS

Section 13.1. Affiliated Organizations. AIS may affiliate with other organizations whose purposes are consistent with the aims and objectives of AIS. The Vice President – Special Interest Groups and Chapters shall review applications for such affiliation and recommend to the Council those organizations that should become "Affiliated Organizations”. The benefits and responsibilities of such affiliations shall be decided by the Council on a case-by-case basis. The status and continued mutual benefit of such affiliations shall be reviewed annually by the Vice President – Special Interest Groups and Chapters and reported to the Council.

Section 13.2. Representation. The interests and concerns of Affiliated Organizations with regards to AIS shall be represented to the Council by the Vice President – Special Interest Groups and Chapters. The Vice President shall also be responsible for reporting back to Affiliated Organizations any actions of the Council that may affect them.

Section 13.3. Affiliated Conferences. AIS may designate certain professional conferences as "Affiliated Conferences". Affiliated Conferences may receive financial sponsorship, promotion, and other benefits from AIS, as decided by the Council. Affiliated Conferences must offer discounted registration to AIS members. Those conferences wishing to become Affiliated Conferences should apply to the Vice President – Meetings and Conferences, who shall review such applications and recommend to the Council the action to be taken. The benefits and responsibilities of such Affiliated Conferences shall be decided by the Council on a case-by-case basis. The status and continued mutual benefit of such affiliations shall be reviewed annually by the Vice President – Meetings and Conferences and reported to the Council. (rev. 12/15/2012)

Section 13.4. Other Affiliations. AIS may cooperate with other professional societies, management associations, institutions, or government agencies in such ways as are consistent with its Articles of Incorporation, Bylaws, and the rules of its Standing Committees. Cooperation may include reciprocal reduction in dues. Such affiliations shall be recommended to the Council by any member of the Council as appropriate.

Section 13. 5. Termination. The Council may terminate any affiliated arrangement with any Affiliated Organization or Affiliated Conference for any reason so long as ninety (90)-day notice is given to the organization in question.

Section 13.6. Limitations of Liabilities. Neither AIS nor the Council, by granting affiliation to any Affiliated Organization or Affiliated Conference, assumes any liability or responsibility for any obligations of any kind incurred by such organization or conference.

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BYLAW 14. EMPLOYEES

With the approval of the Council, the Executive Director may hire one or more employees to conduct the business affairs of AIS or carry out other activities. The Council may also authorize the officers to enter into contracts with organizations competent to provide services to AIS.

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BYLAW 15. FINANCES

Section 15.1. Audit. On or before each June 1, the President, with the advice and consent of the Finance Committee and the Treasurer, shall appoint a reputable certified public accountant to audit the books and accounts of AIS.

Section 15.2. Bond. The Treasurer, the Executive Director, and all employees of AIS dealing with financial resources shall give bond, with sufficient surety or sureties , in such amount as the Council may determine. The cost of such bonds shall be borne by AIS.

Section 15.3. Withdrawal of Funds on Deposit. The Business Office shall pay all just demands made upon AIS as approved generally or specifically by the Council, the Executive Committee, or the President. The Executive Director and the President may sign cancellation guarantees for AIS Conferences. No such guarantees shall be given to Affiliated Conferences.

Section 15.4. Endowment and Reserve Funds. Portions of AIS's assets, in the amounts and at the time recommended by the Finance Committee and determined by the Council, may be set aside in endowment or reserve funds. The purposes of these funds, managed by the Treasurer acting upon the recommendations of the Finance Committee, would be to provide reserve funds upon which to draw in case of an operating shortfall of AIS as a whole or of one of the AIS Conferences, and to furnish seed money for the start-up stages of new initiatives approved by the Council.

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BYLAW 16. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 16.1. Contracts. The Council may authorize any officer or officers, agent or agents of AIS, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of AIS and such authority may be general or confined to specific instances.

Section 16.2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of AIS, shall be signed by such officers, agent or agents of AIS and in such manner as set forth in these Bylaws or as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the Treasurer and countersigned by the President of AIS. Facsimile signatures on checks may be used if authorized by resolution of the Council.

Section 16.3. Deposits. All funds of AIS shall be deposited from time to time to the credit of AIS in such banks, trust companies or other depositories, including money market funds, as the Treasurer, with the advice of the Finance Committee, may select.

Section 16.4. Gifts. The Council may accept on behalf of AIS any contribution, gift, bequest or device for the general purposes or for any special purpose of AIS.

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BYLAW 17. BOOKS AND RECORDS AND SEAL

Section 17.1. Books and Records. AIS shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, the Council and the Executive Committee.

Section 17.2. Seal. AIS shall provide a corporate seal which shall have inscribed thereon the name of AIS and the words "Corporate Seal, State of Illinois”.

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BYLAW 18. NOTICES

Unless otherwise specified in these Bylaws, any notice required to be given to any person under these Bylaws shall be given in writing by electronic mail, facsimile, regular mail or personal delivery. If notice is given by electronic mail, such notice shall be deemed to be given on the day following the day such notice is electronically mailed to an electronic mail address provided for such purpose. If notice is given by facsimile, such notice shall be deemed to be given on the day following the day such facsimile is sent provided a confirmation of the facsimile transmission is printed and retained for at least two (2) years. If notice is given by mail, such notice shall be deemed to be given on the day following the day such notice is deposited in the mail. If notice is delivered personally, such notice shall be deemed to be given on the day such notice is delivered personally. Notwithstanding the foregoing and except as provided in the immediately succeeding sentence, if any notice is being given to a person located in a country other than the country of the person or entity giving such notice, notice must be given by electronic mail, facsimile or personal delivery. A notice to AIS members by AIS also shall be deemed to have been given if the notice appears in a publication or other written document transmitted by AIS to all AIS members by electronic mail, facsimile with confirmation of the facsimile transmission, regular mail or other communications media approved by the Council and shall be deemed to be given on the day after the date such transmission is made. If any notice is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the Articles of Incorporation or the Bylaws of AIS, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Notices to AIS shall be provided to the Business Office, Attention: President.

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BYLAW 19. AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of at least three-fifths of the Council members present at any regular meeting or at any special meeting, provided that at least fifteen (15) days’ written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting. No provision of these Bylaws shall vest in any person any property right or (except as provided in Bylaw 20) any contract right.

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BYLAW 20. PERSONAL LIABILITY AND INDEMNIFICATION

AIS shall indemnify all officers and the Council members and committee members of AIS to the full extent permitted by the general laws governing not-for-profit corporations of the State of Illinois, and shall be authorized to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the Council. The provisions of this Bylaw shall be deemed to be a contract with each officer, Council member and committee member of AIS who serves as such at any time while this Bylaw is in effect and each such person shall be deemed to be so serving in reliance on the provisions of this Bylaw. Any amendment or repeal of this Bylaw which has the effect of increasing any such person’s liability shall operate prospectively only and shall not have any effect with respect to any action taken, or failure to act, by such person prior thereto.

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BYLAW 21. RULES OF ORDER

The rules contained in "Robert's Rules of Order" (revised) shall govern the parliamentary procedure of all meetings of AIS, the Council, subdivisions, and committees, in all cases to which they are applicable and in which they are consistent with the Bylaws and the rules of the committees of AIS. The Vice President - Meetings and Conferences shall serve as parliamentarian and shall advise the President on parliamentary procedure for meetings of Council.

Exhibit A

Ballot/Consent:

PURSUANT TO THE REQUIREMENTS OF 5 ILCS § 175 AND 15 U.S.C. § 7001 THIS E-MAIL CONSTITUTES AN ELECTRONIC RECORD UNDER ILLINOIS AND FEDERAL LAW. By placing a signature in electronic form, and sending this E-Mail to ____________, you affirmatively consent to being bound by your electronic vote. You may vote this ballot in paper form by printing a copy, signing it, and sending it to _____________. You may revoke your consent to be bound by your electronic vote by sending a notice of revocation via E-Mail to ________________, by __________. This consent applies only to this election. You may obtain a paper copy of your electronic vote by sending an E-Mail to ____________. To obtain and store a copy of your electronic ballot, you must have a computer and E-Mail software capable of reading E-Mail in __________ format.

The undersigned, being a Member of the Association for Information Systems, an Illinois Not For Profit corporation ("AIS"), in accordance with Section 107.10 of the Illinois General Not For Profit Corporation Act of 1986, as amended, hereby consents to the taking of the following actions in lieu of a (Special) Meeting and hereby waives all notice required to be given in connection therewith:

WHEREAS, Section 7.1 of the Bylaws of AIS provides that there will be an annual election by individual Members to fill the office of President-Elect and offices for all officers elected by the Members that will become vacant at the beginning of the next fiscal year.

WHEREAS, as a Member entitled to vote to elect the officers of AIS, I hereby affirmatively consent to having this electronic document constitute a Ballot for purposes of this election.

WHEREAS, as provided in Section 7.3 of the Bylaws of AIS, the Nominating Committee has provided at least two nominations for every position except that, at the discretion of the Council, single nominations may be submitted under special circumstances.

WHEREAS, pursuant to Section 7.3 of the Bylaws of AIS, the Members have been given the opportunity to submit by petition additional nominations for positions to be elected.

NOW, THEREFORE, BE IT RESOLVED that I indicate my vote for the following offices of AIS by indicating my choice with a check mark (or "button").

1. President-Elect Julie Anderson __

2. Mark Baker __

By filling out the date fields provided below, typing my name in space provided, and sending this message to _______________, I have hereby applied my electronic signature to this electronic ballot.

The foregoing Consent of AIS has been executed this ___ day of ______, 2000. Member:___________________

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10/1/2014
Webinar: Security Risk Management in Healthcare: A Case Study

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