ARTICLE I - Name and Purpose

1.1 The name of this organization is “Management Science Institute”, abbreviated herein as “MSI”.

1.2 MSI is an association of professionals who are committed to promoting the science of management.  MSI defines “Management” as the handling, direction, or practice of any productive or academic activity that requires a significant body of knowledge or skill to handle, direct, or practice that activity.

1.3 MSI’s members share a belief that education is a lifelong process that does not end when a degree or professional certification is earned.  Our Members and Officers are committed to upholding the integrity of our organization.

1.4 MSI's goal is to bring together managers and highly skilled people from industries as diverse as manufacturing, construction, and education, among others, to transfer best management practices of these separate industries to all industries.

1.5 MSI provides its members with a vehicle with which they may meet and share ideas with their peers in their respective areas of expertise, or across areas of expertise, through the use of discussion groups, functional committees and sub groups, newsletters, meetings, and other avenues.

1.6 MSI, through its members, provides training, education, and consulting services to its members, individuals, and other organizations.

1.7 MSI evaluates and certifies management practitioners and professionals through a peer review process.  Evaluations and certifications are based on specific verifiable education and experience criteria.
 

ARTICLE II - Membership

2.1 Eligibility
Membership is open to any interested person of good character and reputation who has acquired considerable knowledge or skill in management whether through study or practice.

2.2 Application
Any person interested in membership to MSI may apply by mailing a resume of their education and experience along with a letter stating that it is their desire to become a member of MSI to:

Management Science Institute
P.O. Box 326
Sylvania, Ohio 43560-0326

Or, the application may be sent via electronic mail to MSI@MSI.MS

2.2 Acceptance
Any qualified applicant who agrees to honor and uphold the MSI charter shall be considered to be a member of MSI.  Any Charter Member or Principal Member may recommend the denial of membership to any applicant.  If a denial of membership is recommended by a Charter Member or Principal Member, the recommendation for denial must be accompanied by an explanation of the recommendation. The matter will be placed before the Charter Members and the Principal Members for a vote.  The vote will carry by quorum majority.  The Executive Director reserves the right to override the decision of the quorum.

2.3 Duration
Charter Members are granted lifetime membership.  All other membership classes are perpetual provided the member remains active.  A member who is inactive for a continuous period of two years will have their membership revoked.  Activity is defined as participation in any MSI activity such as discussion groups, meetings, voting, training, etc.

2.4 Revocation of membership
A membership may be revoked upon the recommendation of any Charter Member or Principal Member. If a revocation of membership is recommended by a Charter Member or Principal Member, the recommendation for revocation must be accompanied by an explanation of the recommendation. The matter will be placed before the Charter Members and the Principal Members for a vote.  The vote will carry by quorum majority.  The Executive Director reserves the right to override the decision of the quorum.

2.5 Membership classes
2.5.1 Charter member
Any member who was an MSI member of record on the day that this charter was adopted and who participated in the vote on the adoption of the charter, whether, for or against, is classified as a Charter Member.

2.5.2 Principal (supporting) member
Any member who provides supporting services to MSI may qualify to be classified as a Principal Member. A member may only be classified as a Principal Member upon the recommendation of another Principal Member and the approval of a quorum of Charter Members and other Principal Members, or upon the approval of the Executive Director or the Assistant Executive Director.  The Executive Director reserves the right to deny or rescind the decision of the quorum.

A supporting member is a member who provides valuable services to MSI and those services have a value of $200 or more each year.  Some examples of supporting services are: education and training services for MSI clients for which MSI is paid a fee, accounting, legal advice, consulting services for MSI clients for which MSI is paid a fee, advertising, writing articles for MSI publications, and administrative assistance. A Member who makes cash donations of $200 or more each year is eligible to become supporting member.  Only supporting members are eligible to become Principal Members and gain voting privileges.

2.5.3 Associate (non-supporting)Member
Any member who does not provide supporting services to MSI is classified as an Associate Member.

Non-supporting members are those who do not provide services in support of MSI, nor do they support MSI financially.  Non-supporting members are classified as Associate Members.

A non-supporting member may become a supporting member by donating valuable services to MSI.  Some examples of supporting services are accounting, legal advice, advertising, writing articles for MSI publications, and administrative assistance. Members may also donate their time to provide education and training or consulting services for MSI clients for which MSI is paid a fee.  The value of donated services must be at least $200 each year for a member to be considered a supporting member.  Alternatively, a Member may make cash contributions of $200 or more each year to qualify as a Principal member.

2.5.4 Other
Any Charter Member or Principal Member may propose the creation of a new or special membership class at any time.  The new or special membership class must be approved by a quorum of Charter Members and other Principal Members, or by the Executive Director or the Assistant Executive Director.  The Executive Director reserves the right to deny or rescind the decision of the quorum.

2.6 Voting Eligibility
Only Charter Members and Principal Members are granted voting privileges. Each supporting Charter Member has two votes on each and every matter that is put before the membership for a vote.  Each non-supporting Charter Member has one vote on each and every matter that is put before the membership for a vote.  Each Principal Member has one vote on each and every matter that is put before the membership for a vote.

2.7 Officer Eligibility
Only Charter Members and Principal Members are eligible to hold office.

2.8 Dues
MSI is supported solely by the surplus, after expenses, of fees collected for training, peer certification, and consulting services and from the proceeds from sale of materials related to those activities.  Members may make financial contributions to the organization but are never required to do so.
 
 

Article III - Management
3.1 Management responsibility of MSI is vested in the Executive Director and the Board of Directors.

3.2 The Board of Directors

3.2.1 The Board of Directors shall have supervision of the execution of this Charter and these Bylaws, which detail MSI duties and procedures, and any such information necessary to maintain the continuity of the organization.

3.2.2 The Board of Directors shall conduct the internal affairs of MSI, determine and set policy, and act upon proposals and recommendations submitted to it by the members. The Board, having been elected by the Charter Members and Principal Members, serves under the direction of the Charter Members and Principal Members.

Article IV – Officers and election of officers
4.1 Board of Directors
The Board of Directors shall consist of seven members, six of whom shall be elected from among the Charter Members and the Principal Members.  The seventh member shall be the Executive Director, who will also serve as the Chairman of the Board of Directors.  Three board members shall be required for a quorum.  The Board of Directors is responsible for any management activity for which this Charter has not expressly granted responsibility to any other MSI officer or member.

4.2 Election of the Board of Directors
The Charter Members and Principal Members shall elect the six Elected members of the Board of Directors.  Any Charter Member or Principal Member may nominate any Charter Member or Principal Member as a Board of Directors member candidate.  Nominations must be submitted to the Executive Director no later than the first Monday in October of an election year.  The election will be held during the last full week of October of the election year.  Each member of the Board of Directors will serve a two year term.

Should any member of the Board of Directors leave the Board of Directors for any reason, a special election will be held during the last full week of the month following the Board member's departure. Any Charter Member or Principal Member may nominate any Charter Member or Principal Member as a replacement Board of Directors member candidate. Nominations must be submitted to the Executive Director no later than the first Monday of the month during which the election is to be held.

4.3 Executive Director
Whereas MSI's founder, George Wells, owns sole and exclusive rights to MSI, has invested considerable time, effort, and finances to the development of MSI, has a strong interest in the continued growth of MSI, and desires to maintain the high standards upon which MSI was founded, the position of Executive Director shall not be an elected position and shall perpetually be held by the founder until such time that the founder surrenders the position.

No person other than the Executive Director shall have the authority to enter into any contract or agreement with any person, group of persons, company, or organization on behalf of MSI; nor shall any person other than the Executive Director commit any MSI resources to any other person, group of persons, company, or organization.

4.4 Assistant Executive Director
The Board of Directors shall select the Assistant Executive Director from among the members of the Board of Directors.  The Assistant Executive Director shall also serve as the Vice-Chairman of the Board of Directors.  The Assistant Executive Director shall have the authority to act on behalf of the Executive Director in internal MSI matters when the Executive Director is not available.  The Assistant Executive Director shall not have the authority to represent the Executive Director on matters that are not internal to MSI.  That is, the Assistant Executive Director may not enter into contracts or covenants with any person, group of persons, company or other organization, nor shall the Assistant Executive Director commit MSI resources to any person, group of persons, company or other organization.

4.5 Secretary
The Charter Members and Principal Members shall elect the Secretary from among the Charter Members and Principal Members.  Any Charter Member or Principal Member may nominate any Charter Member or Principal Member candidate for the office of Secretary. The term of the Secretary shall coincide with the term of the Board of Directors. The election of the Secretary will be conducted in the same manner as election of Subject Matter Expert Directors.

4.6 Treasurer
The Executive Director shall appoint the Treasurer.

4.6 Managing Directors
4.6.1 Managing Director - Subject Matter Expert
Any Charter Member, Principal Member, Associate Member, or Special Class Member shall be permitted to recommend to the Board of Directors that a new directorship position be created for any special subject matter area which warrants individual subject matter management.  The matter will be placed before the Charter Members and the Principal Members for a vote within one week, allowing one full week for the election.  The vote will carry by quorum majority.

Any Charter Member or Principal Member may nominate any Charter Member or Principal Member as a candidate for a Subject Matter Directorship. A special election will be held within a week, allowing one full week for the election. The vote will carry by quorum majority.  The term of the Directorship shall expire at the end of the current term of Board of Directors unless the Subject Matter Director has been in office less than one year and one day on the last day of the Board of Directors term, in which case the term shall automatically extend to the end of the next term of the board of Directors.

4.6.2 Director of Peer Certifications
The Charter Members and Principal Members shall elect the Director of Peer Certifications from among the Charter Members and Principal Members.  Any Charter Member or Principal Member may nominate any Charter Member or Principal Member candidate for the office of Director of Peer Certifications. The term of the Director of Peer Certifications shall coincide with the term of the Board of Directors.  The Director of Peer Certifications shall be responsible for the management and administration of the Peer Certifications program.  The Director shall have the authority to establish committees or use other methods and means to develop, manage, and maintain, or assist with the development, management, or maintenance of the Peer Certification program.  The Board of Directors shall supervise the Director of Peer Certifications. The election of the Director will be conducted in the same manner as election of Subject Matter Expert Directors.

4.6.3 Director of Education and Training
The Charter Members and Principal Members shall elect the Director of Education and Training from among the Charter Members and Principal Members.  Any Charter Member or Principal Member may nominate any Charter Member or Principal Member candidate for the office of Director of Education and Training. The term of the Director shall coincide with the term of the Board of Directors.  The Director of Education and Training shall be responsible for the management and administration of the Education and Training programs.  The Director shall have the authority to establish committees or use other methods and means to develop, manage, and maintain, or assist with the development, management, or maintenance of Education and Training programs.  The Board of Directors shall supervise the Director of Education and Training. The election of the Director will be conducted in the same manner as election of Subject Matter Expert Directors.

4.6.4 Director of Consulting Services
The Charter Members and Principal Members shall elect the Director of Consulting Services from among the Charter Members and Principal Members.  Any Charter Member or Principal Member may nominate any Charter Member or Principal Member candidate for the office of Director of Consulting Services. The term of the Director shall coincide with the term of the Board of Directors.  The Director of Consulting Services shall be responsible for the management and administration of consulting services.  The Director shall have the authority to establish committees or use other methods and means to develop, manage, and maintain, or assist with the development, management, or maintenance of consulting services and related programs.  The Board of Directors shall supervise the Director of Consulting Services. The election of the Director will be conducted in the same manner as election of Subject Matter Expert Directors.
 

Article V – Voting and Elections

5.1 Procedures
Whereas it is recognized that MSI has an international membership elections shall be conducted in a manner that allows fair and equal participation of all members who have voting privileges.

5.1.1 Time
All voting that is governed directly by this Charter shall take place over one full week.  Votes must be submitted to the Executive director by the voting deadline.  It is the responsibility of the voting member to ensure that the vote is properly delivered.

5.1.2 Venue
All voting that is governed directly by this Charter shall be delivered to the Executive Director at MSI’s official mailing address which is:

Management Science Institute
P.O. Box 326
Sylvania, Ohio 43560-0326

Or, votes may be delivered via electronic mail to MSI@MSI.MS

5.1.3 Record of Votes
When any election is held or votes are taken at any committee meeting, meeting of the Board of Directors, or meeting of Officers, the vote of each participating member shall be individually recorded.  If a Member abstains from voting on a matter, the abstention shall be recorded.

5.2 Committee Voting
Any committee shall have the authority to conduct voting on any committee matter provided the voting allows fair and equal participation of all committee members.

5.3 Removal from office; Recall; Revocation of membership
5.3.1 Non-participation
Any Board Director who fails to vote on four or more consecutive matters that are put before the Board of Directors for vote, or who has remained incommunicado for a period of three consecutive months, is subject to removal from the Board of Directors.  Any remaining Board Member may call for the removal of the non-participating Board Director. The removal of a Board Director requires the approval of five of the six remaining Board Members.

Any Officer other than a member of the Board of Directors who fails to vote on six or more consecutive matters that are put before the Membership for vote, or who has remained incommunicado for a period of three consecutive months, is subject to recall by the Board of Directors.  Any Charter Member or Principal Member may call for the removal of the non-participating Officer Director. The removal of an Officer requires the approval of five of the seven Board Members.

Any Principal Member, other than an Officer or member of the Board of Directors who fails to vote on six or more consecutive matters that are put before the Membership for vote, or who has remained incommunicado for a period of thirteen consecutive months, is subject to revocation or membership by the Board of Directors.  Any Charter Member or Principal Member may call for the revocation of membership of the non-participating Member. The revocation of membership of a Principal Member requires the approval of five of the seven Board Members.

The membership of a Charter Member is granted for the Member's lifetime and shall not be revoked for non-participation.

5.3.2 Conduct
Any Board Director, other Officer, or Member who engages in any activity or conduct that could cause harm to MSI or MSI's reputation or could diminish the effectiveness of MSI, is subject to removal from office and may be subject to revocation of membership.  Removal from office, or revocation of membership, of any Officer or Member requires the approval of five of the seven members of the Board of Directors.  Removal of a Board Director requires the approval of five of the six remaining Board Members.  Any Charter Member or Principal Member may call for a review of the conduct of a Member of the Board of Directors or other Officer.

Any Charter Member who engages in any activity or conduct that could cause harm to MSI or MSI's reputation or could diminish the effectiveness of MSI, is subject to censure by the Board of Directors and may be subject to revocation of membership. Revocation of membership of a Charter Member requires the unanimous approval of the Board of Directors and a quorum majority of the remaining Charter Members.  Only a Charter Member or a member of the Board of Directors may call for a review of the conduct of a Charter Member.
 

5.3.3 Petition for removal or recall
Any Member who calls for the removal, recall, or revocation of membership of any Member of the Board of Directors, other Officer, Principal Member, or Associate Member shall present a petition to the Executive Director, in writing, stating action requested and the reasons for the action.  The petition should also have the names and signatures of all members supporting the call.  The Executive Director will review the petition and present it to the Board of Directors for review and action.
 

Article VI – Meetings and committees

6.1 Procedures
Whereas it is recognized that MSI has an international membership meetings shall be conducted in a manner that allows fair participation of all members.

6.1.2 Time
Meeting organizers shall make reasonable effort to schedule meetings at a time that is convenient for the greatest number of participating members.

6.1.2 Place
Meeting organizers shall make reasonable effort to schedule meetings at a place that is convenient for the greatest number of participating members.  Meetings may be conducted at a place where the participants physically attend or they may be conducted through the use of video teleconferencing, telephone conferencing, Internet conferencing, electronic mail, or any combination of these methods.

6.1.3 Meeting records
Each committee or group who holds a meeting shall be responsible for recording the proceedings of their respective meetings.  A copy of the meeting records should be forwarded to the Secretary for placement in the central archives.

Where votes are taken at any committee meeting, meeting of the Board of Directors, or meeting of Officers, the vote of each participating member shall be individually recorded.  If a Member abstains from voting on a matter, the abstention shall be recorded.

Article VII - Legal status
7.1 Business type
Whereas MSI's founder, George Wells, owns sole and exclusive rights to MSI, has invested considerable time, effort, and finances to the development of MSI, has a strong interest in the continued growth of MSI, and desires to maintain the high standards upon which MSI was founded, MSI is and shall perpetually be held by the founder as a sole proprietorship until such time that the founder changes the legal business type.

7.2 Contracts, agreements, and commitment of resources
No person other than the Executive Director shall have the authority to enter into any contract or agreement with any person, group of persons, company, or organization on behalf of MSI; nor shall any person other than the Executive Director commit any MSI resources to any other person, group of persons, company, or organization.
 
 

Article VIII - Amendment of the Charter

8.1 Proposals for Amendment
Any Charter Member or Principal Member may propose amendments to the Charter at any time.  Proposals must be submitted to the Executive Director who shall draft a revision of the Charter.

8.2 Adoption of Amendments

8.2.1 Review
The draft of the revised charter shall be posted on the Internet where it is accessible to all members or it shall be delivered to all members who are eligible to vote and who request that it be delivered to them.  A period of one full week shall be allowed for review.

8.2.2 Vote
A vote shall be conducted according to the rules set forth in this Charter.  The Board of Directors shall vote on the amendment.  Five of the seven Members of the Board of Directors must vote in favor of the proposed amendment before it is presented to the Principal Members and Charter Members for ratification.  A two-thirds majority of those voting shall be required to ratify the amendment.  The amended Charter shall go into effect immediately upon the completion of the vote count.

8.3 Authority of the Executive Director
This Charter may not be amended to eliminate, alter, or diminish the authority of the Executive Director so long as the founder remains as the Executive Director.

8.4 Charter Members
This Charter may not be amended to eliminate, alter, or diminish the rights, privileges, or authority of the Charter Members.
 
 
 

MSI Charter and Bylaws 990726 2152