RSOF - ROYAL SOCIETY OF FELLOWS

Bylaws of The Royal Society of Fellows
A Nonprofit Corporation

Article I
Name

The name of the Corporation shall be The Royal Society of Fellows and it is sometimes referred to in these Bylaws as the Corporation.

Article II
Purposes

1. The purposes for which the Corporation is formed are those set forth in its Certificate of Incorporation, as from time to time amended.

2. The objects for which the Corporation is established are exclusively charitable, to act as a not for profit professional association, and are more fully described as follows:

a. a learned society consisting of scholars, practitioners and those involved in the administration of taxation, banking compliance, financial law, and information security around the world.
b. To promote and facilitate inter-disciplinary research and networking at many levels and in particular to engender greater collaboration between scholars and those involved in the practice, regulation and government administration
c. contribute to government policy-making
d. develop and improve national laws, especially financial crimes regimes (e.g. anti-money laundering laws) and economic development regimes (e.g. tax policy)
e. provide a forum for dialogue between supra-national organizations (e.g. FATF and OECD) and the national governments and professional bodies
f. establish and promote professional ethical and quality standards through academically-accredited professional development programs
g. provide a forum for recognition of an individual’s level of quality contribution to the profession and academia
h. create professional and social networking events, in particular conferences and seminars
i. It is expressly authorized and contemplated that the Corporation, may and will, engage in an active profit-making business consistent with the Charitable Mission, and may and will engage in any other active profit-making business that is not inconsistent with the Charitable Mission, but only to an insubstantial extent and shall have all the necessary powers to fulfill these objectives;
j. This Corporation may solicit and accept gifts, grants, and contributions from the general public, private and public charitable organizations, and various public and governmental agencies, and may distribute the same to such public and governmental agencies as the Directors deem appropriate. It may acquire by purchase or gift, such property whether real or personal to facilitate its charitable mission and to have and exercise all other powers, rights and privileges granted by the government of Louisiana.

3. The objects of the Corporation are promoted through a number of initiatives including academic publications, policy papers, conferences, symposia, informational services, academic research, training, and support of academic programs.

4. These Bylaws constitute the code of rules adopted by The Royal Society of Fellows for the regulation and management of its affairs.

5. The Corporation must act and operate exclusively in furtherance of its charitable mission, subject to the following basic policies:

a. The Corporation shall be noncommercial, nonsectarian, and nonpartisan;
b. The name of the Corporation or the names of any members in their official capacities shall not be used in any connection with a commercial concern or with any partisan interest or for any purpose not appropriately related to promotion of the objects of the Corporation;
c. The Corporation shall cooperate with accredited institutions of higher learning to support the improvement of tax, banking, and financial education in ways that will not interfere with administration of the schools and shall not seek to control their policies;
d. The Corporation may cooperate with other organizations and agencies concerned with tax, banking and finance education but persons representing the Corporation in such matters shall make no commitments that bind the Corporation;
e. The Corporation and all members are prohibited from selling or distributing the membership list of the Corporation to any individual or organization;
f. The Corporation is organized exclusively for charitable purposes, and is not organized for the private gain of any person;
g. No part of the net earnings of the Corporation may inure, in whole or in part, to the benefit of any person, individual or entity;
h. The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributable to, or inures to the benefit of its directors or officers except to the extent permitted under the Not-for-Profit Corporation Law of the State of Louisiana;
i. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation 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.

Article III
Offices and Agency

1. The principal place of business of this Corporation will be located at Bernard and Franks, a corporation of CPA's specializing in non-profit business organizations, 4141 Veterans Blvd, Suite 313, Metairie Louisiana 70002. In addition, the Corporation may maintain other offices either within or without the State of Louisiana, as its business requires.

2. The location of the initial registered office of this Corporation is 201 St. Charles Ave. Suite 3100, New Orleans, Louisiana, 70170-3100. Such office will be continuously maintained in the State of Louisiana for the life of this Corporation. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and filing the appropriate statement with the Secretary of State.

Article IV
Membership

1. Any individual over the age of twenty-one who subscribes to the purposes and basic policies of the Corporation may apply to become a member of the Corporation subject to compliance with the provisions of the Bylaws and compliance with the provisions instituted by the Executive Board. Membership in the Corporation shall be available without regard to race, color, creed, or national origin.

2. Membership is by application to the Membership Committee of the Royal Society of Fellows. Membership is not automatic. The membership application process normally requires about thirty days from the date an applicant’s completed application with its supporting documents received.

3. Because members must be held in the highest regard by the public, an applicant for membership must certify certain information in the membership application to the Membership Committee. The Membership Committee may submit all applicants to a background, due diligence check using anti-money laundering databases and other means (e.g. verification with professionals associations and contacting financial service commissions).

4. After a member has successfully been qualified from the background check by the Membership Committee, the Membership Committee will submit the applicant’s name to a group of the Society’s members in good standing. The Society’s members will have fifteen days to present to the Membership Committee any objections to a membership application resulting from an applicant’s past professional misconduct as defined in the Membership application. If the Membership Committee receives any objections based on credible allegations of past professional misconduct, the Membership Committee will confidentially contact the applicant for further information regarding the allegation while the Committee independently investigates the allegation of past professional misconduct.

5. The Membership Committee will vote in favor or against recommending an applicant for membership. The recommendation will be put to the Executive Board of the Royal Society of Fellows. The Executive Board will make a final determination vote regarding a membership application.

6. The Corporation shall conduct an annual enrollment of members but persons may be admitted to membership at any time.

7. Only members in good standing of the Corporation shall be eligible to participate in its business meetings, or to serve in any of its elective or appointive positions.

8. Membership in this Corporation is non-transferable and non-assignable.

9. The Founding Members of the Corporation shall be:

a. Professor William H. Byrnes, IV
b. Dr. Robert Munro
c. Professor Peter Koveos
d. Alan Brill
e. William E. Baugh
f. Larry Fedro
g. Dr. Walter H. Diamond
h. Dr. Dorothy B. Diamond
i. Marshall Langer
j. Casimir Sayn-Wittgenstein, Senior Officer of EIM, London

10. The initial members of the Corporation shall be:

a. Professor William H. Byrnes, IV
b. Dr. Robert Munro
c. Professor Peter Koveos
d. Alan Brill
e. William E. Baugh
f. Professor Alwyn de Koker
g. Larry Fedro
h. Kithsiri De Silva
i. Dr. Walter H. Diamond
j. Dr. Dorothy B. Diamond
k. Marshall Langer
l. Casimir Sayn-Wittgenstein, Senior Officer of EIM, London

Article V
Classes and Qualifications of Members

1. This Corporation will have three classes of Members that are designated as: Member, Associate Fellow, Fellow and Distinguished Fellow.

2. The Corporation Members qualifications and rights, by classification, are as follows:
a. Member: Membership may be applied for by an individual that holds an accredited academic degree and / or professional qualification, as determined by the Society. Member dues are $200 annually. A General Member is entitled to :

• vote in General Member meetings
• receive the bi-annual Royal Society of Fellows Law Review
• attend the Society conferences at a discounted rate
• the Society’s membership certificate, suitable for framing
• annually issued General Member in good standing card
• receive discounted services and publications negotiated on by the Society on behalf of its membership
• belong to an internal society
• be listed in the online Membership Directory and have access to the online Membership Directory
• be listed in the online Expertise Database open to the public for finding experts in international and jurisdictional topics
• have access to the online General Member forum
• employ research assistants on an “as available basis”

Article VI
Termination of Membership

1. Membership in this Corporation will terminate on any of the following events, and for no other reason:

a. Receipt by the Board of Directors of the Written resignation of a Member, executed by such Member or his or her duly authorized attorney-in-fact;
b. The death of a Member;
c. The failure of a Member to pay dues, fines, or assessments on or before their due date;
d. Conviction of a crime with a potential penalty of twelve months or more in prison;
e. For cause, inconsistent with membership, with the exclusive decision resting on the Executive Board.

2. Before a membership terminates for any reason other than the resignation or death of the Member, the Member will be given an opportunity to present written evidence before the Executive Board. A Member whose membership is terminated for reasons other than death may be reinstated by the Board of Directors by resolution acknowledging such reinstatement.

3. The Founding Members of the Corporation cannot have their membership in the Corporation terminated for any reason other than by death and by resignation. The Founding Members will have a lifetime membership in the Corporation.

Article VII
Votes of Members

1. Each General Member of the Corporation will be entitled to one vote on each matter submitted to a vote of Members.

2. A Member may vote in person only.

3. The number or percentage of Members entitled to vote represented in person that constitutes a quorum at a meeting of Members will be fifty-one percent. The vote of a majority of the votes entitled to be cast by the Members present at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the Members, unless a greater proportion is required by law, the Articles of Incorporation, or any provision of these Bylaws.

Article VIII
Dues

1. The Executive Board may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Corporation by members. The initiation fee for General Members is $200.00

2. Dues shall be payable in advance before the first day of January in each calendar year. Dues of a new member shall be paid in full but prorated from the first day of the month in which such new member is elected to membership, for the remainder of the calendar year of the Corporation. The remaining amount shall be applied to the following year’s membership dues.

Article IX
Meetings

1. Meetings of Members will be held at an annual conference.

2. Special meeting of the Members may be called by any of the following:

a. A majority vote of the Executive Board;
b. A majority vote of the Founding Members;
c. A majority vote of the Board of Directors; or
d. The request of fifty-one percent of General Members submitted in writing to the Board of Directors during any one-week period.

3. Written or printed notice, stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called, must be delivered not less than five nor more than forty calendar days before the date of the members meeting, either personally, by first class mail, by telegram, or by e-mail to each Member entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the Corporation, with postage prepaid.

Article X
Executive Board and Board of Directors

1. The Executive Board (the “Executive Board”) of the Board of Directors is that group of persons vested with the managements of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these Bylaws.

2. The Executive Board has one permanent member that is not a full time academic, but is the titular head of the Royal Society of Fellows, being HSH Prince Casimir zu Sayn-Wittgenstein-Sayn.

3. The remaining four Executive Board positions are open only to full-time tenure/tenure track academics at government accredited institutions that do not maintain professional practices so that the Society remains independent and can not be used for any firm’s self-interest. This definition of full time tenure and tenure track faculty member shall be that employed by the American Bar Association’s Standards for Accreditation of Law Schools.

4. The duties of the Executive Board shall be:

a. To transact necessary business in the intervals between meetings of the Corporation and such other business as may be referred to it by the Corporation;
b. To create standing committees;
c. To approve the plans of work of the standing committees;
d. To present a report at the regular meetings of the Corporation;
e. To appoint an auditor or an auditing committee at least two weeks before the annual meeting to audit the Treasurer's accounts;
f. To prepare the budget for the fiscal year; and
g. To approve routine bills within the limits of the budget.

5. The Executive Board may, on an annual basis, delegate its duties to the Board of Directors. The Executive Board must annually renew the delegation of its duties in the first month of each calendar year.

6. The number of the Executive Board of this Corporation will be a maximum of six, of which five are voting. Two members of the Executive Board are to be elected annually at the conference by the Founding Members from the Founding Members. One member of the Executive Board is to be elected annually by the Board of Directors. The final voting member of the Executive Board is to be elected annually by the Members. The Executive Board may have one non-voting ex-officio member, being a member of the past year’s Executive Board.

7. Article X, Sections 1 through and inclusive of Section 7 above may only be amended by the unanimous vote of the Executive Board.
8. Regular meetings of the Executive Board and the Board of Directors shall be held annually at the annual conferences, the time to be fixed by the Executive Board. A majority of the Executive Board shall constitute a quorum. A majority of the Board of Directors shall constitute a quorum.

8. The Board of Directors of the Corporation will constitute two classes, the names of which are designated as follows:

a. Co-Directors;
b. Founding Members.

9. The number of the Board of Directors of this Corporation will not be less than five at any time. The number of directors may vary from time to time between a minimum of five and a maximum of nine. The Board of Directors shall consist of the five members of the Executive Board and a maximum of four additional directors. Of the four additional Board of Director members, one shall be elected annually by the Founding Members. The remaining directors shall be nominated by an annual vote of the Members and approved by the Founding Members.

10. The members of the Board of Directors of the Corporation can only be removed through resignation, a majority vote of the Board of Directors, or a majority vote of the Executive Board.

Article XI
Officers

1. The Officers of the Corporation shall consist of a Distinguished Chairperson, President, Co-President, Vice President, a Secretary, and a Treasurer, known as the Corporation’s officers. Also, the Executive Board may have an Ex-Officio non-voting officer.

2. The Distinguished Chairperson is the titular head of the Corporation, bestowing upon it his serene seal of the family Sayn-Wittgenstein-Sayn; Germany.

3. The President shall preside at all meetings of the Corporation, of the Executive Board, and of the Board of Directors at which he may be present; shall perform such other duties as may be prescribed in these Bylaws or assigned to him by the Corporation or by the Board of Directors and shall coordinate the work of the officers and committees of the Corporation in order that the purposes may be promoted.

4. The Vice President shall act as aid to the President and shall perform the duties of the President in the absence or disability of that officer to act.

5. The Secretary shall record the minutes of all meetings of the Corporation, of the Executive Board, and of the Board of Directors, be the custodian of the corporate records, give notices as are required by law or by these Bylaws, and shall perform such other duties as may be delegated to him.

6. The Treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of receipts and expenditures; and shall make disbursements in accordance with the approved budget, as authorized by the Corporation, the Executive Board, or a special committee. The Treasurer shall present a financial statement at every meeting of the Corporation and at other times when requested by the Board of Directors and shall make a full report at the second of the bi-annual meetings. The Treasurer shall be responsible for the maintenance of such books of account and records as conform to the requirements of the Bylaws.

a. The Treasurer's accounts shall be examined annually by an auditor or an auditing committee of not less than three Founding Members, who, satisfied that the Treasurer's annual report is correct, and shall sign a statement of that fact at the end of the report. The Executive Board shall appoint the auditing committee at least two weeks before the annual meeting.

7. The Ex-Officio Executive Board Officer shall provide advice to the Executive Board but not have a vote as an Executive Board Officer.

Article XII
Standing and Special Committees

1. The Executive Board, or through its delegation, the Board of Directors, may create such standing committees, as it may deem necessary to promote the purposes and carry on the work of the Corporation. The term of each chairman shall be one year and until the election and qualification of his successor.

2. The chairman of each standing committee shall present a plan of work to the Executive Board or through its delegation the Board of Directors for approval. No committee work shall be undertaken without the consent of the Executive Board.

3. The power to form special committees and appoint their members rests with the Corporation.

4. The President and Vice-President shall be a member ex officio of all committees.

Article XIII
Operations

1. The fiscal year of this Corporation shall be a standard calendar year.

2. Expect as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation shall be signed by the Treasurer and, when the amount is over ten thousand dollars, countersigned by the President or Vice-President shall appoint. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation shall be signed by the Secretary, or such person as the Secretary shall appoint, and countersigned by the President, and shall have attached copies of the resolutions of the Executive Board, or by delegation the Board of Directors, (certified by the Secretary) authorizing such execution.

3. The Corporation shall keep correct and complete books and records of account, and minutes of the proceedings of its Members, Board of Directors, and Directorial Committees. The Corporation will keep at its registered office a membership register giving the names, addresses, and showing classes and other details of the membership of each, and the original copy of its Bylaws including amendments to date certified by the Secretary of the Corporation.

4. This Corporation shall not have or issue shares of stock. No dividend shall be paid, and no part of the income of this Corporation shall be distributed to its Members, Directors, or Officers. The Corporation may, however, pay compensation in a reasonable amount to Members, Officers, or Directors for services rendered.

Article XIV
Termination of Corporation

1. Upon voluntary or involuntary termination of this Corporation any remaining funds or assets, which the Corporation holds, shall be distributed to the LLM in International Taxation, directed by Professor William H. Byrnes IV, failing which then the Diamond Institute at Syracuse University School of Management, failing which then the Center for International Financial Crimes of the Levin College of Law, University of Florida.

Article XV
Amendments

Amendment I - Effective February 1, 2007

1. Members of the Royal Society of Fellows shall be able to advance and be recognized. The Executive Committee has published the following requirements for membership advancement in the Royal Society of Fellows and has formed the Fellow Selection Committee to oversee this process.

The necessary steps for membership advancement are:

Member

Associate Fellow

1) Two (2) years of continuous paid membership.
2) Two (2) six (6) month periods of committee participation.
3) Attendance of one (1) Royal Society of Fellows Conference.
4) One (1) worthy scholarly publication within the last three (3) years.
5) Approval by the Fellow Selection Committee upon Application by Member.

Fellow

1) Four (4) years of continuous paid membership.
2) A significant contribution to the business/international tax/accounting/financial/law field.
3) Three (3) six (6) month periods of committee participation.
4) Attendance at two (2) RSOF Conferences within the prior four (4) years.
5) More than one (1) worthy scholarly publication in a peer review journal within the
last five (5) years.
6) A significant member contribution through RSOF participation.
7) Recommendation by a Distinguished Fellow.
6) Approval by the Fellow Selection Committee upon Application by Associate Fellow.

Distinguished Fellow

1) Recognized by the peers in your profession for substantial contribution to your profession.
2) Significant and on-going contribution to the Royal Society of Fellows.
3) Frequent publisher of scholarly works in peer review journals or publications.
4) Recommendation by a Distinguished Fellow.
5) Approval by the Fellow Selection Committee.

2. The power to alter, amend, or repeal the Articles of Incorporation of this Corporation is vested in the Executive Board.

3. The power to alter, amend, or repeal, these Bylaws, or to adopt new Bylaws, insofar as is allowed by law, is vested in the Executive Board.

Adoption of BYLAWS

Adopted by the Executive Board and the Board of Directors by resolution and vote of ___ to ___ on ____, at _____, ____.

Founding Members and Executive Board Officers

Approving:

_____________

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