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North Carolina Journal of International Law and Commercial Regulation

Bylaws

ARTICLE 1: Offices

Section 1: The principal office of the corporation in the State of North Carolina shall be located at the School of Law of the University of North Carolina, in the City of Chapel Hill, County of Orange. The corporation may have other such offices either within or without the State of North Carolina, as the Board of Directors may determine or as the affairs of the corporation may require.

Section 2: The corporation shall have and continuously maintain in the State of North Carolina a registered office and registered agent as required by the North Carolina Non-Profit Corporation Act. The registered office may be identical to the principal office in the State of North Carolina. The address of the registered office may be changed by the Board of Directors.

ARTICLE II: Members

The corporation shall have two (2) classes of members. The classes are the Editorial Board class and the Staff class. The membership of the corporation shall be composed only of students at the at the University of North Carolina School of Law who meet such qualifications established for membership hereinafter set forth.

ARTICLE III: Executive Board

Section 1: The Executive Board shall be composed of the Editor in Chief, Executive Editor, Managing Editor, Circulations Editor, Publication Editor, and Symposium Editor.

Section 2: Membership on the Executive Board is limited to those students who meet the requirements, as determined by the Board of Directors, for membership in the Staff Class. A student must have one full academic year remaining beyond the semester in which s/he is nominated for an editorial position in order to fulfill eligibility requirements for being a member of the Editorial Board.

Section 3: During the school year, the Executive Board shall set a time to meet weekly to discuss the operations of the journal.

Section 4: A special meeting of the Executive Board may be called at any time by the Editor-in-Chief, or in his/her absence by the Managing Editor, or by any two (2) members of the Executive Board. Each member of the Executive Board shall be notified of the meeting at least five (5) days prior to the meeting. It shall be the duty of the Editor-in-Chief to call such a meeting when so requested, in writing, by a majority of the members of the Corporation. A written request for the calling of a special meeting must state the purpose(s) of the proposed meeting and the business to be transacted. The meeting shall be confined to the objects stated in the request.

ARTICLE IV: Editorial Board

Section 1: The Editorial Board shall be composed of the Executive Board, the Articles Editors, Note and Comment Editors, and the Contributing Editors.

Section 2: Control of and responsibility for the editorial policy of the journal shall be vested in the Editor in Chief; provided, that his/her decision on a matter of editorial policy may be reversed by a three-fourths vote of the other members of the Editorial Board.

Section 3:

(a) Requirements for Membership. Membership on the Editorial Board is limited to those students who meet the requirements, as determined by the Board of Directors, for membership in the Staff class. A student must have one full academic year remaining beyond the semester in which s/he is nominated for an editorial position in order to fulfill eligibility requirements for being a member of the Editorial Board.

(b) Restrictions. As a condition of his or her membership on the Editorial Board, each member agrees not to participate in any academic program that will require the member to remain outside the state of North Carolina during his or her term of office for any period longer than one week, with the exception of summer study and/or employment. Any member not in compliance with such restrictions may be required to resign his or her duties and responsibilities, with the understanding that the member may no longer be eligible to receive academic credit for his or her prior term of service. If necessary, the Editorial Board shall fill the member's vacant seat in accordance with Article VII, Section 8.

With approval, Notes and Comments editors may participate in “Semester in Practice” externships for a maximum of one semester. Any Notes and Comments Editor wishing to participate in such a program during the academic year must first notify in writing the Editor in Chief immediately upon selection to the program, but no less than one month before said program is scheduled to begin. Any Notes and Comments Editor participating in the program must meet with the Editor in Chief and/or Managing Editor in the semester prior to his or her departure.

No other Editorial Board positions will be eligible for participation in the "Semester in Practice" program.

Section 4: Suspension. Suspension from North Carolina Journal of International Law and Commercial Regulation Editorial Board may result from (1) failure to perform properly administrative duties or meet administrative requirements; (2) failure to perform editorial duties in a complete, thorough, and timely manner; (3) failure to meet academic standards; or (4) any other good cause, and shall be within the discretion of the Editorial Board, acting with the advice and consent of the Faculty Advisor(s). Should an Editorial Board member fail to perform Editorial Board duties properly, the following procedures shall be observed:

(a) Editorial Board Members, Except Editor in Chief:

(i) If the Executive Board ascertains that an Editorial Board member is failing to perform Editorial Board duties properly, the Editor in Chief shall meet informally with the Editorial Board member to discuss (1) specific deficiencies in the member's work; (2) suggestions for curing these deficiencies; and (3) a reasonable time period during which the member should improve his or her performance. It is intended that this informal meeting will provide the Editorial Board member with any assistance necessary to enable him or her to perform the work expected.

(ii) If the problems identified in the informal meeting between the Editor in Chief and the Editorial Board member persist, and the Executive Board, by a three-fourths majority, agrees that a meeting is warranted, the Editor in Chief shall request a meeting of the Board member and the Executive Board for the purpose of addressing the member's continued difficulties. Following this meeting, the Editor in Chief shall present the Editorial Board member with a letter that lists (1) the specific problems identified in the meeting; (2) the improvement needed for continued membership on the North Carolina Journal of International Law and Commercial Regulation; and (3) the time period in which the member shall improve his or her performance.

(iii) In the event the meeting with the Executive Board and the formal notice do not resolve these problems, the Editor in Chief and another Executive Board member shall discuss the Board member's specific deficiencies with the Faculty Advisor(s). If the Faculty Advisor(s) agree(s) that further action should be taken, the Executive Board shall submit to the entire Editorial Board a recommendation for removal of the Editorial Board member. This recommendation may include a proposal that a specified number of credit hours, not to exceed the total credit hours awarded for Editorial Board membership, be withheld from the Editorial Board member. The Editorial Board member shall have an opportunity to make any statements before the Board. Upon a two-thirds vote, the Editorial Board may remove the Editorial Board member and, if appropriate, vote to recommend withholding a specific number of credit hours. After removal, the Faculty Advisor(s), in consultation with the Editor in Chief, may withhold a specified number of credit hours from the Editorial Board member. The Editor in Chief and Faculty Advisor(s) shall notify the Editorial Board member in writing of such removal and withdrawal of credit hours.

(iv) If an Editorial Board Member is removed s/he must discontinue listing her/his service on the Editorial Board of the North Carolina Journal of International Law and Commercial Regulation on her/his resume. In addition, s/he must inform any potential employers to whom he held her/himself out to as an Editorial Board member of the North Carolina Journal of International Law and Commercial Regulation that s/he has been removed.

(b) Executive Board Members, Other than the Editor in Chief:

(i) Executive Board members, other than the Editor in Chief, will be subject to the same procedures outlined in 3(a).

(ii) Should an Executive Board member, excluding the Editor in Chief, be removed from the Board, the remaining five members of the Executive Board shall appoint an existing member of the Editorial Board to fill that position.

(c) Editor in Chief:

(i) If the Executive Board, excluding the Editor in Chief, ascertains that the Editor in Chief is failing to perform Editorial Board duties properly, the Executive Board shall meet informally with the Editor in Chief to discuss (1) specific deficiencies in the Editor in Chief's work; (2) suggestions for curing these deficiencies; and (3) a reasonable time period during which the Editor in Chief should improve his or her performance. It is intended that this informal meeting will provide the Editor in Chief with any assistance necessary to enable him or her to perform the work expected.

(ii) If the problems identified in the meeting between the Executive Board and the Editor in Chief persist, the Executive Board, by a three-fourths majority, shall request a formal meeting of the Executive Board and the Editor in Chief for the purpose of addressing the Editor in Chief's continued difficulties. Following this meeting, the Executive Board shall present the Editor in Chief with a letter than lists (1) the specific problems identified in the meeting; (2) the improvements needed for continued member on the North Carolina Journal of International Law and Commercial Regulation; and (3) the time period in which the Editor in Chief shall improve his or her performance.

(iii) In the event that the meeting with the Executive Board and the formal notice do not resolve these problems, the Executive Board shall discuss the Editor in Chief's specific deficiencies with the Faculty Advisor(s). If the Faculty Advisor(s) agree(s) that further action should be taken, the Executive Board shall submit to the Editorial Board a recommendation for removal of the Editor in Chief. This recommendation may include a proposal that a specified number of credit hours, not to exceed the total credit hours awarded for Board membership, be withheld from the Editor in Chief. Upon a three-fourths vote, the Editorial Board may remove the Editor in Chief and, if appropriate, vote to recommend withholding a specific number of credit hours. After removal, the Faculty Advisor(s), in consultation with the Executive Board, may withhold a specified number of credit hours from the Editor in Chief. The Executive Board and the Faculty Advisor shall notify the Editor in Chief in writing of such removal and withdrawal of credit hours.

(iv) If the Editor in Chief is removed s/he must discontinue listing her/his service as Editor in Chief of the North Carolina Journal of International Law and Commercial Regulation on her/his resume. In addition, s/he must inform any potential employers to whom he held her/himself out to as Editor in Chief of the North Carolina Journal of International Law and Commercial Regulation that s/he has been removed.

(v) After removal of the Editor in Chief, the Editorial Board shall meet to nominate an Executive Board member as Editor in Chief. Upon two-thirds vote of the full Editorial Board, any member of the Executive may be elected to serve as Editor in Chief for the remainder of the academic year. The vacant Executive Board position shall then be filled by appointment of the Executive Board, which may fill the vacated position by choosing from among the current Board members.

Section 5: On or before March 1 of each year, the members of the Editorial Board shall meet to elect their successors. Election shall be based on qualification factors, including but not limited to, leadership, editorial and critical competence, administrative ability, writing skill, performance of administrative duties, and other criteria deemed, by the Editorial Board, to be necessary and proper qualifications of an editor. Each member of the Editorial Board shall be notified of the meeting at least five (5) days prior to the meeting.

Section 6: The members of the Editorial Board shall be the Board of Directors of the corporation.

ARTICLE V: Staff Members

Section 1:

(a) General Provisions. The Staff class shall be composed only of students of the University of North Carolina School of Law who either: (1) are in the top 15% of their law school class; and/or (2) are selected via the Joint Journal Competition.

(b) Transfer Students. The North Carolina Journal of International Law and Commercial Regulation has the discretion to offer membership to a transfer student from another institution, so long as the student was ranked in the top 25% of his or her class before transferring. The transfer student must also provide the Editor in Chief and Executive Editor with a writing sample and a letter of intent describing why he or she is interested in joining the North Carolina Journal of International Law and Commercial Regulation.

(c) Joint-Degree Students. (1) A joint-degree student who has entered the Joint Journal Competition and has received and accepted an invitation to join the Staff class but cannot immediately serve because of the requirements of his or her program may, with the permission of the Editor in Chief, defer his or her service with the North Carolina Journal of International Law and Commercial Regulation for one academic year. (2) The Editor in Chief shall inform the Law School Registrar, the Faculty Advisor, and his or her successor of any such deferments. For the purposes of Staff selection during the Joint Journal Competition, the succeeding Editor in Chief shall count deferred students among his or her selections, and reduce the total number of vacant Staff positions accordingly.

Section 2: To retain Staff membership and to become eligible for membership on the Senior Staff or Editorial Board in the student's third year of law school, the student must in the first year of Staff membership complete either two publishable Notes or one publishable Comment and one publishable blog post. In addition, the Staff member must perform satisfactorily all assigned editorial and administrative duties, which may include but are not limited to citechecking responsibilities and fulfilling the obligations of membership on a Symposium committee. If a student is selected for the Staff but fails to participate in assigned Staff duties, she or he will be disqualified permanently for that year unless s/he requests in writing to be excused for reasons that three-quarters of the Editorial Board, acting with the advice and consent of the Faculty Advisor(s), deem sufficient. The disposition of such requests shall be reported in writing to the student in question.

Section 3: Suspension from the North Carolina Journal of International Law and Commercial Regulation will result from (1) failure to perform properly administrative duties or meet administrative requirements; (2) failure to meet writing requirements and, if applicable, publication responsibilities; (3) failure to meet academic standards; or (4) any other good cause, and shall be within the discretion of the Editorial Board, acting with the advice and consent of the Faculty Advisor(s).

Section 4: Should any Staff member fail to perform Staff duties properly she or he shall be subject to the same procedures outlined in Article IV, Section 4(a).

Section 5: Senior Staff

(a) From time to time, the Editorial Board may establish a class of Staff known as Senior Staff. Members of the Senior Staff shall have previously and successfully completed all the requirements of Staff membership. Generally, Senior Staff shall be students in their third year of law school; however, the Editorial Board may grant such exceptions as deemed appropriate in extenuating circumstances.

(b) Senior Staff shall have all the rights and privileges of Staff members contained in these Bylaws and the Articles of Incorporation, but no additional rights.

(c) The duties and requirements of Senior Staff shall be to complete each of the cite checking assignments in a timely fashion, as well as serve and fulfill the obligations of membership on a Symposium committee. Prior to inviting members of the Staff class to become Senior Staff, the Editorial Board may add to, detract from, or otherwise alter these duties and requirements as may be necessary to better serve the needs and purposes of the North Carolina Journal of International Law and Commercial Regulation.

Section 6: Publishable Quality.

(a) A "publishable Note" shall be an academic Note completed by a Staff or Editorial Board member, which has been approved as worthy of publication by the Editor in Chief. Those that are left questionable will be approved as worthy of publication with the advice and consent of the Faculty Advisor.

(b) A "publishable Comment" shall be an academic Comment completed by a Staff or Editorial Board member, which has been approved as worthy of publication by the Editor in Chief. Those that are left questionable will be approved as worthy of publication with the advice and consent of the Faculty Advisor.

Section 7: "Other such research" as referenced by the Articles of Incorporation paragraph 4, may include but is not limited to footnote checking.

ARTICLE VI: Meetings of Members

Section 1: The annual meeting of the members of the corporation shall be held during the spring semester of each year at the registered office of the corporation or other such place as may be fixed by the Board of Directors if so stated in the "notice of meeting" as defined in Section 3 of this Article. Staff members of the corporation shall not have voting rights at any meeting; however, any three staff members may bring before a meeting of the Board of Directors, or any other meeting of the membership of the corporation, any matter for consideration by the Board of Directors. If such a matter is properly presented, the Board of Directors must act on the matter within two (2) weeks of the date of the meeting at which such matter is presented.

Section 2: A special meeting of the members of the corporation, to be held at a place fixed by the Board of Directors subject to the notice requirement of Section 3, may be called at any time by the President, or in his/her absence by the Secretary, or by any two (2) members of the Board of Directors. It shall be the duty of the President or Directors to call such a meeting when so requested, in writing, by a majority of the members of the Corporation. A written request for the calling of a special meeting must state the purpose(s) of the proposed meeting and the business to be transacted. The meeting shall be confined to the objects stated in the request.

Section 3: A "notice of meeting" shall state the time and place of such meeting. Such notice shall be given personally or by mail, by or at the direction of the President, or Secretary, or person calling the meeting, not less than five (5), and no more than fifty (50) days prior to such meeting.

Section 4: The President, or in his/her absence, the Secretary, shall preside at all such meetings defined in Section 1 or Section 2 of this Article.

ARTICLE VII: Board of Directors

Section 1: The Board of Directors of the Corporation shall be those persons elected to the Editorial Board as defined in Article IV.

Section 2: The management of the affairs, property, and business of the corporation shall be vested in the Board of Directors. They shall hold office until replaced by the new Board of Directors duly nominated and elected pursuant to the annual meeting. The Board of Directors is empowered to engaged in all lawful activity necessary to accomplish the purposes set forth in the Articles of Incorporation; to exercise all lawful powers now possessed by North Carolina non-profit corporations of similar character; and to engage in any business in which a corporation organized under the North Carolina Non-Profit Act may engage in, subject to the limitations of Paragraph 3(b) and 3(c) of the Articles of Incorporation.

Section 3:

(a) The regular annual meeting of the Board of Directors shall be held at a time and place to be set by the President, or in his/her absence, by the Secretary; provided that: (1) the notice of meeting requirement of Section 5 shall apply, and (2) the meeting shall be held subsequent to the time established by the Board of Directors for the nomination, evaluation, and selection of the Editorial Board elect. In the event no time is set, the meeting shall be held in the second week of February.

(b) The Editorial Board elect shall not act in its capacity as a Board of Directors until installed pursuant to the provision of Article VI, Section 2 of these Bylaws.

Section 4: A special meeting of the Board of Directors, to be held at a place designated by the President or Secretary, or in the absence of both by two members of the Board of Directors, may be called at any time, subject to the notice requirements of Section 5.

Section 5: Notice of the time and place of all regular and special meetings of the Board of Directors shall be served personally or mailed to each director by the President, or Secretary, or director calling such meeting, at least five (5) days prior to the time fixed for the meeting, unless the giving of such notice is waived by prior resolution of the Board of Directors or pursuant to Section 10 of this Article. Except as otherwise provided in this Article, all notices of special meetings shall state the purposes thereof, and the business of such meeting shall be confined to such stated purposes.

Section 6: A majority of the Board of Directors constitutes a quorum for the transaction of business at any meeting of the Board. If less than a majority of the directors appear for the meeting, those present may adjourn the meeting without notice to other non-present directors.

Section 7: Where a quorum of directors is established at a meeting, a majority vote on any matter will constitute valid action by the Board of Directors on behalf of the corporation and its members. An action which is to be taken only by directors may be taken without a meeting if a majority of the directors give written consent to the action before the action is taken.

Section 8: Any vacancy occurring in the Board of Directors shall be filled in the following manner:

(a) A member of the Staff class shall be elected by the vote of a two-thirds majority of the remaing directors even though there may be less than a quorum of directors available. The directors shall act with the advice and consent of the Faculty Advisor(s).

(b) The director(s) so elected and approved shall serve for the unexpired term of his/her predecessor.

(c) If the person(s) elected to serve as a director under this section was previously a member of the Editorial Board, the newly created vacancy shall be filled by the procedure outlined in subsection (a) of this section.

Section 9: At the end of each fiscal year, the Board of Directors shall submit a statement of business transacted during the preceding year reporting on the financial condition of the corporation and on the condition of its tangible assets.

(a) Such report shall be prepared by the Circulation Editor and shall include an annual sources/uses statement, and a consolidated annual income statement.

(b) Such report will be made available by the Editor in Chief to the Faculty Advisor(s) and the Dean of the Law School.

Section 10: Any or all of the requirements of this Article as to time, place, or notice of any meeting of the Board of Directors shall be waivable by absent directors if such waiver is in writing.

Section 11: The Board of Directors by resolution of a two-thirds majority of the Board, may designate one or more committees consisting of two (2) or more directors of the corporation. Such a committee shall have the rights and powers of the Board of Directors, but only for purposes of acting on the matter(s) specifically delegated to the committee.

Section 12: If the corporation enters into a contract, or transacts any business with any director(s), corporation or association of which one or more of the directors of this corporation is a member, stockholder, director, officer, trustee, or partner, such contract or transaction shall not be invalidated or otherwise altered by the fact that there is a situation of interlocking interests, so long as full disclosure of the relationship indicated to the Board of Directors that no adverse interest exists and the Board thereafter ratifies the contract of transaction.

ARTICLE VIII: Officers

Section 1: The officers of the corporation shall be the President, a Secretary, and a Treasurer. In no event shall the President serve as Treasurer or Secretary.

Section 2: Denomination of Officers.

(a) The Editor in Chief shall be the President of the Corporation.

(b) The Managing Editor shall be the Secretary of the Corporation.

(c) The Circulation Editor shall be the Treasurer of the Corporation.

(d) The Board of Directors may appoint such other officer(s), from time to time, as it shall deem necessary to fulfill the purpose of the corporation at any meeting of the Board of Directors.

Section 3: The terms of all officers shall promptly expire upon the expiration of the term of the then current Board of Directors.

Section 4: The President shall preside at all directors' and member meeting. He shall have the authority and responsibility for general supervision over the affairs of the corporation and to perform all other duties of office as determined by the Board of Directors.

Section 5: The Secretary shall attend and keep the minutes of the meetings of the members and the Board of Directors. He/She shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by the laws of North Carolina. He shall be responsible for all corporate records and papers and will keep the corporate seal in safe custody. He will attest with his signature and impress with the corporate seal all written documents of the corporation requiring such attestation and impression and otherwise perform all such duties incident to his office as assign to him by the President or determined by the Board of Directors.

Section 6: The Treasurer shall have custody of all money and securities of the corporation and shall keep regular books of account. He shall disburse the funds of the corporation in payment of the just demands against the corporation, and as may be ordered by the Board of Directors, take proper vouchers for such disbursements, and shall render to the Board of Directors, a proper account of all his transactions as Treasurer and of the financial condition of the corporation. He shall perform all duties incident to his office or which are properly required by the President or the Board of Directors.

Section 7: In the event of the absence or disability of the President, Secretary, or Treasurer, their duties shall be temporarily performed by other such officers as the Board shall designate. Subsequently, the vacancy in such office(s), shall be permanently filled by the directors at any regular or special meeting pursuant to the procedure established in Article VI section 8 of these bylaws for filling director vacancies.

Section 8: In the event of the absence or inability of any officer of the corporation to act, other than the President, Secretary, or Treasurer, the Board of Directors may delegate the powers or duties of such officer to any other officer or director whom it may select.

ARTICLE IX: Meetings

Section 1: The order of business at all regular meetings of the Board of Directors and of members shall follow as nearly as possible the following order:

  • call meeting to order and determine quorum
  • read and adopt the minutes of the previous meeting
  • consider reports of officers and special committees
  • unfinished business
  • new business
  • adjournment

ARTICLE X: Corporate Seal

Section 1: The corporate seal of the corporation shall be as follows: Two concentric circles in between which shall be written "North Carolina Journal of International Law and Commercial Regulation" and the words "corporate seal North Carolina" inscribed in the center portion.

ARTICLE XI: Finances

Section 1: The funds of the corporation shall be deposited in such banks, trust companies, savings and loan associations, or other such depositories as the Board of Directors shall designate. Checks drawn to pay any indebtedness of the corporation may be signed by the Treasurer or President under the restrictions established by the Board of Directors.

Section 2: The President and Treasurer are authorized to borrow money and to make and issue notes or other evidence of indebtedness pursuant to resolutions adopted by the Board of Directors after approval by the Dean of the Law School.

Section 3: The accounts of the corporation shall be kept on the basis of the fiscal year ending on the last day of March each year. Annual financial statements will be prepared as of that date.

ARTICLE XII: Copyright Policy

Section 1: Prior to publication each author shall sign a publication agreement which stipulates that they will publish exclusively with the North Carolina Journal of International Law and Commercial Regulation but that once their article has been published in the North Carolina Journal of International Law and Commercial Regulation they shall have the right to reproduce their work as they see fit.

ARTICLE XIII: Amendments

Section 1: Amendments to these bylaws may be made by a two thirds majority vote of the Board of Directors at any regular or special meeting of the Board at which a quorum is present when the proposed amendment has been set out in the notice of such meeting.

ARTICLE XIV: Dissolution

Section 1: If the Corporation becomes at any time unable to fulfill its designated purpose as set forth in the Articles of Incorporation it may be dissolved by a two-thirds majority vote of the Board of Directors present at a properly convened meeting at which a quorum is present, and approved by a majority vote of the Faculty of the University of North Carolina School of Law. Such action will conform to 55A-44 (Voluntary Dissolution) and 55A-48 (Articles of Dissolution) requirements of the North Carolina Non-Profit Corporation Act.

ARTICLE XV: Distribution of Assets Upon Dissolution

Section 1: In the event of dissolution of the corporation its remaining assets are to be distributed according to the provisions of 55A-45 (Distribution of Assets) of the North Carolina Non-Profit Corporation Act, with any assets of the Corporation remaining after satisfaction of creditors and discharge of liabilities assumed by the Corporation to be distributed in their entirety to the University of North Carolina School of Law, which is an organization incorporated under the North Carolina Non-Profit Corporation Act that is exempt from Federal taxation under Section 501(c)(3) of the U.S. Internal Revenue Code.

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