Bylaws of the Royal Society of Fellows Law Review

Article I - Name
The name of the organization shall be the Royal Society of Fellows Law Review [hereinafter RSOFLR], which shall serve as the official publication of the Royal Society of Fellows [hereinafter RSOF] and the Walter H. and Dorothy B. Diamond International Tax Program.

Article II - Housing
The current administrative offices of the Royal Society of Fellows Law Review shall be housed at the St. Thomas University School of Law, Walter H. and Dorothy B. Diamond International Tax Program.

Article III - Purpose

Section 1.
The organization shall publish a periodical entitled the "Royal Society of Fellows Law Review."

Section 2.
The RSOFLR shall invite the submission of unsolicited original Manuscripts by legal scholars, academicians, professors, judges, practitioners, law students, and other learned individuals, that offer critical legal analysis and reflective thought.

Section 3.
The RSOFLR shall consider Manuscripts in consideration of publication which may be in the form of articles, essays, comments, book reviews and other law-related pieces, which address important cutting-edge issues and emerging trends involving domestic and international taxation, offshore financial centers, and other intersecting areas of tax law such as asset protection, anti-avoidance, anti-money laundering, e-commerce, trust and estate law, international tax planning, and other pertinent substantive fields of law, transaction and business.

Section 4.
(a). The initial form of publication of the RSOFLR shall be on-line and shall be made available through the Internet.
(b). Subsequent forms of publication of the RSOFLR, whether in print or otherwise, shall be considered from time-to-time by the Editor-in-Chief in consultation with the Faculty Advisors(s).

Section 5.
The RSOFLR shall periodically update the internet site of the RSOFLR and may expand the internet version, upon the direction of the Editor-in-Chief, to include other subject matters of interest [e.g., international and tax conference highlights; etc.] for the purpose of promoting the professional development of students interested in tax law.

Section 6.
The holding of incidental social affairs shall be within the purposes of the organization.

Article IV - Definitions
For the purposes of these By-laws of the RSOFLR, the following will serve as definitions, and may be used by the Editor-in-Chief as a source of guidance in the determination of any solution involving controversy or ambiguity in the interpretation of either the By-laws or Constitution of the RSOFLR, or in the general operations of the RSOFLR.

Section 1.
By-laws shall refer to all articles, sections, and provisions set forth herein. These articles, sections and provisions herein shall be the exclusive guiding rules and regulations of the RSOFLR.

Section 2.
Member shall mean the law students serving in any capacity on either the Editorial Review Board or as a Staff Editor who are in Good Standing in accordance with the provisions of these By-laws.

Section 3.
Membership shall refer to all Members collectively.

Section 4.
The RSOFLR shall have an Faculty Advisory Board, which shall include, and be governed by, the Director of the Walter H. and Dorothy B. Diamond International Tax Program, and shall include:
(a). Professor William H. Byrnes, IV
Director, Walter H. and Dorothy B. Diamond International Tax Program, St. Thomas University School of Law, Miami, Florida
(b). Dr. Robert J. Munro,
President, Royal Society of Fellows
Co-Director, The University of Florida College of Law Center for
International Financial Crimes Studies, Gainesville, Florida;
(c). Any other Faculty as per the discretion of Professor William H. Byrnes, IV and Dr. Robert J. Munro,

Section 5.
His shall be the generic term meaning either his or her.

Section 6.
(a). Assignment shall mean any project, duty, errand or meeting attendance to be performed by a Member at the direction of either the Editor-in-Chief, member of the Editorial Review Board, or a Faculty Advisor.
(b). An assignment may be communicated orally or in writing, via mailbox, e-mail, letter or any other method of communication that is reasonable given all facts and circumstances.

Section 7.
(a). Good Standing shall mean that a Member is currently in complete compliance with all obligations, duties and assignments, required of any Member by these By-laws.
(b). Members who are delinquent in completing assignments shall be considered to be in Good Standing until such time as the Editor-in-Chief or other Officer so delegated by the Editor-in-Chief, informs the Member of the Member’s deficiency.
(c). Any notification of deficiency shall represent a disciplinary action, upon which the Members shall have a right to a hearing and may petition the Editorial Review Board for reconsideration of any disciplinary action.

Section 8.
(a). Expulsion shall mean permanent removal of a Member from all present and future affiliation with the RSOFLR.
(b). Expulsion shall not occur until all administrative procedures provided for under these By-laws are exhausted or waived.

Section 9.
Probationary period shall mean the first full semester in which a Member law student is invited to become a Member and pledges to complete assignments as determined by the Editor-in-Chief or Executive Review Board.

Article V - Overview of Membership

Section 1.
There shall be two classes of members of the RSOFLR, which shall be designated as "Editors" and "Staff Editors."

Section 2.
All members of the RSOFLR, whether Editors or Staff Editors, shall strictly serve as volunteers, and therefore, academic credit as in the form of course will not be expected by any Editor or Staff Editor, nor shall be given by the RSOFLR.

Section 3.
The class of members known as Editors shall include the (a) Editor-in-Chief; (b) Executive / Technology Editor, and (c) Managing Editor, who shall collectively comprise the Editorial Review Board.

Section 4.
Criteria for selection, duties and responsibilities of an Editor on the Editorial Review Board shall be specified within these By-Laws.

Section 5.
The class of members known as Staff Editors shall include members who have been selected by the Editorial Review Board, or upon the recommendation of the Editor-in-Chief.

Section 6.
Criteria for selection, duties and responsibilities of a Staff Editor shall be specified within these By-Laws.

Article VI
Officers / Editorial Review Board / Staff Editors; Generally

Section 1.
(a). The RSOFLR shall have the following Officers: one Editor-in-Chief, one Managing Editor, one Executive / Technological Editor.
(b). All Officers shall be Members of the Editorial Review Board.

Section 2.
(a). The Editor-in-Chief shall have overall responsibility for publishing the RSOFLR and shall be the Chief Executive Officer of the RSOFLR and the Chairman of the Editorial Review Board.
(a). The duties, responsibilities and rights of the Editor-in-Chief shall be generally delineated within the By-Laws.

Section 3.
(a). The Managing Editor shall be the administrative Officer of the RSOFLR and shall assist the Editor-in-Chief in his editorial duties as directed by the Editor-in-Chief.
(b). In the event of the temporary absence or incapacity of the Editor-in-Chief, the Managing Editor shall assume responsibility for the publication of the RSOFLR, but only during such absence or incapacity and only upon the notification of same by the Editor-in-Chief.

Section 4.
The Executive/Technology Editor shall share in the administrative duties necessary in the production of the RSOFLR and shall assist the Editor-in-Chief in his editorial duties as directed by the Editor-in-Chief.

Section 5.
The Staff Editors shall assist the Editor-in-Chief, Managing Editor, and Executive/Technology Editor, in their administrative, writing, and editing duties, as directed by the Editor-in-Chief, or as may be directed by any designee of the Editor-in-Chief.

Section 6.
The administrative, writing, editing, or any other duties necessary for the processing, production and publication of a manuscript on behalf of the RSOFLR, or in respect to any organizational function of the RSOFLR, shall be divided amongst the Members of the Editorial Review Board and the Staff Editors, as directed by the Editorial Review Board and / or the Editor-in-Chief, subject to approval by the Editor-in-Chief.

Section 7.
Each Officer of the RSOFLR has the affirmative duty and responsibility to train and instruct the successor to that office in the proper performance of the duties of his office.

Section 8.
Each Officer of the RSOFLR has the affirmative duty and responsibility to share their knowledge with Staff Editors in respect to fundamentals of legal writing, legal research, legal writing and legal analysis, so as to further their legal experiences and legal scholarship.

Section 9.
All Officers of the RSOFLR shall be made by selection by the Editor-in-Chief with the advisement of the Faculty Academic Advisors.

Section 10.
All Staff Editors of the RSOFLR shall be made by letter of invitation and through selection processes as outlined within these By-Laws.

Section 11.
In the event an office of the RSOFLR and Editorial Review Board becomes vacant, the Editor-in-Chief shall call a special meeting of the remaining members of the Editorial Review Board for the purpose of filling such vacancy, subject to the advisement of the Faculty Advisory Board and subject to the final selection by the Editor-in-Chief.

Section 12.
(a). No Officer, Member, or Staff Editor shall exercise editorial authority over his or her own manuscript submitted for publicaiton.
(b). If the Editor-in-Chief's manuscript is being published, one of the Members of the Editorial Review Board shall assume the responsibilities of Editor-in-Chief for the purposes and in sole respect to that manuscript’s submission, acceptance, processing, editing and publication.

Article VII
Rights, Privileges and Responsibilities of the Editorial Review Board And Officers of the RSOFLR
The class of members known as Editors shall include the (a) Editor-in-Chief; (b) Executive / Technology Editor, and (c) Managing Editor, who shall collectively comprise the Editorial Review Board, and whose rights, privileges and responsibilities are as follows:

Section 1. Editorial Review Board.
The Editorial Review Board shall act as an advisory board for the Editor-in-Chief, and shall be responsible for working out the details for making effective the general policies established by the Editorial Review Board and the Editor-in-Chief, and shall perform other duties prescribed by these By-laws or by the Editor-in-Chief to effectuate all purposes of the RSOFLR.

Section 2. Editor-in-Chief.
(a). The Editor-in-Chief shall be directly responsible for the affairs of the RSOFLR;
(b). The Editor-in-Chief shall have exclusive representation of the RSOFLR to the Walter H. and Dorothy B. Diamond International Tax Program, the Royal Society of Fellows, or any other organization to which the RSOFLR is to address;
(c). The Editor-in-Chief may amend, alter, change, or revise the duties of either any Member of the Editorial Review Board, the Editorial Review Board, any Member of the RSOFLR, or any Staff Editor, as the need arises so as to assure smooth operation of the RSOFLR;
(d). The Editor-in-Chief may amend, alter, change, or revise these By-laws or the Constitution, upon notice and agreement of the Faculty Advisor(s), as necessary and as the need arises, so as to assure smooth operation of the RSOFLR;
(e). The Editor-in-Chief shall pass final judgment on each article and item submitted to the RSOFLR for publication;
(f). The Editor-in-Chief shall preside at all meetings of the RSOFLR and determine all matters of general policy subject to the guidance of the Editorial Review Board and the Faculty Advisor(s);
(g). The Editor-in-Chief shall supervise and direct all Members and Members of the Editorial Review Board in the discharge of their respective duties;
(h). The Editor-in-Chief shall officially invite qualified law students of the Walter H. and Dorothy B. Diamond International Tax Program to become Members of the RSOFLR;
(i). The Editor-in-Chief shall notify any Member of his promotion to the Editorial Review Board when so qualified;
(j). The Editor-in-Chief shall admonish and discipline Officers, Members of the Editorial Review Board, or Member of the RSOFLR, as may be necessary to assure smooth operations of the RSOFLR;
(k). The Editor-in-Chief’s rights, privileges and authority shall be commensurate with these above stated duties and responsibilites.

Section 2. Executive / Technology Editor.
(a). There shall be an Executive / Technology Editor [Executive Editor] who may represent the Editor-in-Chief and the RSOFLR at meetings, upon written notice by the Editor-in-Chief to the Executive Editor, and may represent the Editor-in-Chief when the Editor-in-Chief is unavailable, upon written notice by the Editor-in-Chief to the Executive Editor;
(b). The Executive Editor shall have responsibility for all aspects of the editorial process of the RSOFLR, inclusive of, but not limited to, all requirements of the webmaster, and shall maintain familiarity with all articles throughout the editorial process;
(c). The Executive Editor shall assist the Editor-in-Chief in the supervision of all other Members of the Editorial Review Board and Members of the RSOFLR;
(d). The Executive Editor shall assist the Editor-in-Chief in setting and meeting publication deadlines;
(e). The Executive Editor shall further perform the following: review all manuscripts submitted for publication to the RSOFLR, including the screening of edited manuscripts;
(f). The Executive Editor shall make recommendations to the Editor-in-Chief concerning possible improvements, if any, to the operations and publications and manuscripts of the RSOFLR;
(g). The Executive Editor shall transmit, or assist the Managing Editor in transmitting, as the case may be, all edited manuscripts to the authors for final proofing;
(h). The Executive Editor shall enter and edit all changes to manuscripts as provided by authors; format all finished articles as required by the webmaster; fulfill other duties as may be assigned by the Editor-in-Chief from time to time;
(i). The Executive Editor shall provide timely, written feedback on all assignments handed in by Members as part of their duties as Members of the RSOFLR.

Section 3. Managing Editor
(a). There shall be a Managing Editor who may represent the Editor-in-Chief and the RSOFLR at meetings and when the Editor-in-Chief is unavailable, and upon written notification of same by the Editor-in-Chief;
(b). The Managing Editor shall act to ensure the smooth operation of the RSOFLR as an organization;
(c). The Managing Editor shall maintain detailed records of Assignments and accomplishments of Officers, Editorial Review Board Members, and Members;
(d). The Managing Editor shall assign teams of Members to work with the Editorial Review Board on particular manuscripts and projects, upon direction and approval of the Editor-in-Chief;
(e). The Managing Editor shall issue warning letters to Members who have violated these By-laws upon direction and approval of the Editor-in-Chief;
(f). The Managing Editor shall prepare new Members for orientation to the RSOFLR;
(g). The Managing Editor shall keep any RSOFLR handbook that may exist up to date;
(h). The Managing Editor shall maintain office supplies and refreshments as are necessary and practical to provide for the needs of the Editorial Review Board;
(i). The Managing Editor shall perform such other duties as the Editor-in-Chief may assign so as to assure the smooth operations of the RSOFLR.

Article VIII
Rights, Privileges and Responsibilities of Staff Editors of the RSOFLR

Section 1.
(a). Staff Editor’s duties shall be determined by the Editorial Review Board, and shall serve upon the approval of the Editor-in-Chief.
(b) Staff Editors shall have no voting status in respect to the affairs of the RSOFLR, except as may be otherwise invited by the Editorial Review Board upon the recommendation of the Editor in Chief.
(c) Staff Editors will be responsible for editing and providing editorial verification of all footnotes of all manuscripts accepted for publication by the RSOFLR.

Article IX - Term of Active Membership.

Section 1.
Any duly appointed Member of the Editorial Review Board, or Member of the RSOFLR, other than the Editor-in-Chief, shall be considered as active for one (1) year, unless the Member shall have resigned or been removed from the RSOFLR in accordance with the provisions of these By-laws.

Section 2.
The Editor-in-Chief shall be appointed for a term equal to length of time until his graduation from the Walter H. and Dorothy B. Diamond International Tax Program.

Article X
Mandatory Completion of Assignments and Assigned Tasks.

Section 1.
(a). All Members must timely complete all assignments or tasks given to them by any Member of the Editorial Review Board or Editor-in-Chief.
(b). Failure to complete an assignment on time shall constitute a violation of these By-laws, and shall result in a warning letter sent to the Violator by the Managing Editor upon the recommendation of the Editor-in-Chief.

Section 2.
Upon three (3) violations of these By-laws, the Violator shall appear before the Editorial Review Board, in a manner prescribed by the Editor-in-Chief, in an Expulsion Proceeding, pursuant to the provisions of these By-laws.

Article XI - Membership

Section 1.
Any law student in good standing, and upon invitation, may be invited to become a Member of the RSOFLR, in accordance with these By-laws.

Section 2.
(a). Any Master of Laws (LL.M.) graduate law student in the Walter H. and Dorothy B. Diamond International Tax Program, if qualified, is eligible for selection as a Member of the Editorial Review Board or as a Staff Editor.
(b). Criteria for selection, and responsibilities and duties which attach thereto, of a Member of the Editorial Review Board or Staff Editor, shall be specified within these By-Laws.

Section 3.
(a). Any third-year law student from an accredited law school, or any Master of Laws (LL.M.) graduate law student in the Walter H. and Dorothy B. Diamond International Tax Program, if qualified, is eligible for selection as a Staff Editor.
(b). Criteria for selection of a Staff Editor, and responsibilities and duties which attach thereto, shall be specified within these By-Laws.

Section 4.
(a). The Editorial Review Board shall be the governing body of the RSOFLR and shall be responsible for interpreting the Constitution and the By-Laws of the RSOFLR so as to provide guidance to the Editor-in-Chief who has ultimate responsibility for interpreting the Constitution and By-laws of the RSOFLR for meaning.
(b). The Chairman of the Editorial Review Board shall be the Editor-in-Chief, whom shall have various rights, duties and responsibilities as delineated within these By-Laws.

Section 5.
All Members of the RSOFLR shall have writing, proofing, and editing duties as specified in the By-Laws, and as shall be directed by the Editorial Review Board and or the Editor-in-Chief.

Section 6.
All Members of the RSOFLR shall abide by the standards of professional conduct of the legal profession as delineated by the American Bar Association, and will abide by the Honor Code of the St. Thomas University School of Law.

Section 7.
(a). It shall be the policy of the RSOFLR to support equality of opportunity.
(b). No person shall be denied Membership in the RSOFLR or participation in any of its activities, including publication, on the basis of any legally prohibited discrimination involving, but not limited to, such factors as race, color, creed, religion, national or ethnic origin, sex, sexual orientation, age, or handicap. Sexual harassment is an act of discrimination and, as such, will not be tolerated.
Section 8.
To improve the overall quality of its publication, the RSOFLR hopes to expand its Membership to include persons from traditionally underrepresented groups, as well as persons with diverse viewpoints.

Article XII - Meetings

Section 1.
Any meeting as may be included or required per the Constitution or By-laws of the RSOFLR may be held either in person, or via telephone, as per the discretion and direction of the Editor-in-Chief for good cause being stated by the Editor-in-Chief.

Section 2.
Any meeting as may be required by the Editor-in-Chief, necessary to conduct the business of the RSOFLR, may be held either in person, or via telephone, upon the direction of the Editor-in-Chief.

Section 3.
Telephonic meetings may occur either with all Members on a conference call, or may occur sequentially and coordinated by the Editor-in-Chief, as may be decided upon by the Editor-in-Chief, or may be held in any manner the Editor-in-Chief deems necessary so as to conduct and conclude business necessary for the proper functioning of the RSOFLR.

Section 4.
(a). Special meeting of the Members of the RSOFLR shall be called to consider amendments to the Constitution or By-laws of the RSOFLR, upon the direction of the Editor-in-Chief.
(b). The Editor-in-Chief shall call such meeting by sending an email notice of such a meeting to all Members.

Section 5.
The Editor-in-Chief shall call such special meeting for amendment of the Constitution or By-laws of the RSOFLR upon the discretion of the Editor-in-Chief, or upon recommendation of the Editorial Review Board and upon the assent of the Editor-in-Chief.

Section 6.
Except as may be otherwise specified in this Constitution or in the By-Laws, all questions or votes in respect to any meeting, shall be decided upon by majority vote of those present and eligible to vote, unless otherwise specified by the Editor-in-Chief and for good cause being stated by the Editor-in-Chief.

Section 7.
No proxies shall be permitted at any meeting of the RSOFLR.

Section 8.
Nothing in the Constitution or in By-Laws of the RSOFLR shall prohibit the holding of any meetings among Editors, or Staff Editors, for the purpose of discussing any matters pertaining to the production or publication of a manuscript of the RSOFLR.

Article XIII - Resignation and Removal

Section 1.
An Editor, Member of the Editorial Review Board, or Staff Editor may resign from the RSOFLR by submitting a letter of resignation in writing to the Editor-in-Chief.

Section 2.
The Editor-in-Chief may resign by submitting a letter of resignation in writing to the Faculty Advisory Board.

Article XIV - Expulsion / Removal

Section 1.
An Editor-in-Chief may be removed from the RSOFLR for:
(a). being convicted of an Honor Code violation by a Student Bar Association of the Law School;
(b). failing to perform satisfactorily the duties and responsibilities as required by this Constitution of By-Laws as determined by the unanimous vote of the Faculty Advisor(s) of the RSOFLR.

Section 2.
Any Officer, Editor, Editorial Review Board Member, or Staff Editor may be removed from his office or from the RSOFLR for failure to perform, in good faith, the duties of his office, or of an editor or staff editor, upon the recommendation and approval of the Editor-in-Chief, for
(a). being convicted of an Honor Code violation by a Student Bar Association of the Law School; or of any committee of the student’s law school of attendance;
(b). failing to perform satisfactorily the duties and responsibilities as required by the Constitution or By-Laws of the RSOFLR, as may be determined by the Editor-in-Chief

Section 3.
(a). Removal of an Officer, Member of the Editorial Review Board, or Staff Editor, shall take place at a special meeting of the Editorial Review Board, called for that purpose, and all decisions of that special meeting shall be subject to the approval of the Editor-in-Chief.
(b). Any Officer, Member of the Editorial Review Board, or Staff Editor whose removal is being considered shall be afforded reasonable notice and the opportunity to be heard, including the right to be represented at such meeting by a representative of his own choosing.

Section 4.
The Officer, Member of the Editorial Review Board, or Staff Editor whose removal is being considered shall be removed only if two-thirds of all Editors vote of the Editorial Review Board to remove, and upon the recommendation of the Editor-in-Chief.

Section 5. Good Cause for Expulsion.
(a). For good cause shown, any Member may be expelled by a majority vote of the Editorial Review Board.
(b). Three (3) failures to complete an Assignment shall constitute good cause for expulsion, as shall failure to complete any writing or editing assignment or requirement in a timely fashion. However, the above list is not exhaustive, and may be modified, amended, expanded, contracted, or altered by the Editor-in-Chief.

Section 6.
(a). In the case that a Member has failed to meet the minimum requirements
of membership on the RSOFLR, the Editor-in-Chief will direct a letter to the Violator requiring appearance before the Editorial Review Board to show cause why he should not be expelled from Membership.
(b). The Member shall be entitled to reasonable notice of the charges, and reasonable time to prepare themselves for their expulsion hearing.

Section 7. Procedural Requirements for Expulsion Hearing.
(a). The Violator will be afforded twenty (20) minutes to present his case, where there is an in-person meeting held [otherwise, these procedures, as determined by the Editor-in-Chief will be conducted in writing by means of email]. He may make his presentation by explaining his case to the Editorial Review Board orally or in writing, presenting any relevant documents, and/or presenting witnesses to speak on his behalf.
(b). The manner in which the Violator chooses to present his case will be left to his discretion, provided that he remains within the prescribed time limit of twenty (20) minutes.
(c). Upon the conclusion of the twenty (20) minutes, the Editorial Review Board will have twenty (20) minutes to ask any questions of the Violator or any of the witnesses that he may choose to present.
(d). All forms of evidence will be admissible, however each Editorial Review Board Member will be free to consider the weight to be accorded each piece of evidence.
(e). Immediately following the twenty (20) minute questioning period, the Editorial Review Board will excuse the Violator and all other non-Editorial Review Board Members, and deliberate upon the case presented.
(f). If a majority of the Editorial Review Board finds that cause for the violation has been shown, and the Editor-in-Chief so recommends, the Violator will be expelled.

Section 8.
(a). The expulsion of any Member or Members shall be announced by the Editor-in-Chief at the next regular or special meeting of the Membership, or the RSOF, or of the Walter H. and Dorothy B. Diamond International Tax Program, following the expulsion.

Section 9. Appellate Procedure.
(a). Any former Member who feels unjustly expelled may present his case at the next regular or special meeting of the Editorial Review Board or RSOF.
(b). Any former member who wishes to appeal must provide written notice of his intent to do so.
(c). Such notice should be received by the Managing Editor no later than 5:00 p.m. on the second Friday after the Expulsion Hearing.
(d). The Managing Editor will provide, in writing, the reasons for expelling the former member to all members of the Editorial Review Board.
(e). The Violator will be afforded twenty (20) minutes to present his case. He may make his presentation by explaining his case to the Editorial Review Board orally or in writing, presenting any relevant documents, and/or presenting witnesses to speak on his behalf.
(f). The manner in which the Violator chooses to present his case will be left to his discretion, provided that he remains within the prescribed time limit of twenty (20) minutes.
(g). Upon the conclusion of the twenty (20) minutes, the Editorial Review Board will have twenty (20) minutes to ask any questions of the Violator or any of the witnesses that he may choose to present.
(h). All forms of evidence will be admissible, however each Editorial Review Board Member will be free to consider the weight to be accorded each piece of evidence.
(i). Immediately following the twenty (20) minute questioning period, the Editorial Review Board will excuse the Violator, and deliberate upon the case presented.
(j). Upon recommendation of two-thirds (2/3) of the Members present at the meeting, and upon the recommendation by the Editor-in-Chief, a former Member will be reinstated.
(k). The reinstated Member shall receive written notice of his instatement from the Managing Editor at the earliest time practicable following the meeting.

Article XV
Amendment of Constitution or By-Laws

Section 1.
This Constitution and By-laws of the RSOFLR may be amended only in accordance with the following procedure:
(a). The Editor-in-Chief, but only upon the approval of the Faculty Advisory Board, may amend the Constitution and By-laws of the RSOFLR so as to assure ongoing business-like operations and management of the RSOFLR.
(b). Any proposed amendment must be presented to the Editor-in-Chief in writing, who must then assure that the proposed amendment is delivered to the Members of the RSOFLR.
(c). A proposed amendment shall be introduced at a specially called meeting by the Editor-in-Chief, as proposed by unanimous decision of the Editorial Review Board.
(d). A proposed amendment shall be voted on at a specially called meeting by the Editor-in-Chief, where all Members of the RSOFLR are invited to attend such special meeting called for the purpose of considering such amendment.
(e). At such meeting the amendment shall be approved if approved by two-thirds of the total membership present at that specially called meeting.

Section 2.
By-Laws and amendments to the By-Laws or Constitution of the RSOFLR, shall be adopted by the Editorial Review Board and the RSOFLR at a duly called meeting and shall become effective when approved by the Editor-in-Chief.

Article XVI - Ratification

Section 1.
The Constitution and By-laws shall become immediately effective when approved by two-thirds of the total membership of the Editorial Review Board at a meeting called for that purpose, at which the Editor-in-Chief is present at that meeting, and at which two-thirds of the total membership of the Editorial Review Board, inclusive of Editor-in-Chief, shall constitute a quorum; or, alternatively, ratification of the Constitution or By-laws of the RSOFLR shall occur upon such declaration by the Editor-in-Chief, after consultation with the Faculty Advisor(s), so as to assure and effect smooth operations of the RSOFLR.

Section 2.
(a). Upon effectiveness of this Constitution and By-laws, all Members shall retain their status as Editors or Staff Editors, and Officers shall continue to serve until expiration of their terms.
(a). Any current procedures not inconsistent with this Constitution or By-laws may remain in effect pending the adoption of By-Laws.

Section 3.
These By-laws and the Constitution of the RSOFLR shall take effect and supersede any and all other By-laws or Constitution of the RSOFLR, on the date of its ratification which shall occur as specified under Section 1 of Article XVII, supra.

Article XVII - Interpretation
Ambiguities found within the Constitution or By-laws of the RSOFLR shall be governed by and subject to the interpretation as to meaning by the Editor-in-Chief; provided, however that any interpretation of the Editor-in-Chief may be overruled by a unanimous vote by the Faculty Advisory Board.

Article XVIII - Parliamentary Authority
For any in-person meeting of the RSOFLR, and except where these By-laws are contrary, “Robert’s Rules of Order, Revised” shall be the parliamentary authority.

Article XIX - Waiver
No provisions of these By-laws, or the Constitution of the RSOFLR, shall be subject to
waiver, unless otherwise provided for with good cause in instances where the Editor-in-
Chief has determined extraordinary circumstance, so as to effectuate and assure
smooth operations of the RSOFLR.

Article XX - Dissolution
The RSOFLR organization may be dissolved after dissolution is approved by all of the Officers and by a four-fiths (4/5) vote of its all of its Members, provided that notice of a vote on dissolution will be taken is furnished to the Members at least sixty days before the vote is taken.

Article XXI - Grievance
A Grievance Committee may be constituted each year, or upon the recommendation of the Editor-in-Chief, so as to address any issues of grievance brought by or on behalf of a Member of the RSOFLR.

Article XXII - Emergency Procedures
Under any circumstance deemed extraordinary or unique by the Editor-in-Chief, and only upon his consultation with the Faculty Advisor(s), the Editor-in-Chief may change, alter, amend either the Constitution or By-laws of the RSOFLR, so as to assure smooth and effective operations and management of the RSOFLR.

Ratified, March 9, 2003
Thomas A. Gionis, MD JD MBA MHA FICS FRCS
Editor-in-Chief, Royal Society of Fellows Law Review