(Effective July 1st, 2019)
This organization shall be called AFRICA STEM NETWORK (AFRISNET), herein referred to as the Organization.
ARTICLES OF INCORPORATION
These bylaws will be subject to the provisions of the Articles of Incorporation of the Organization, as amended from time to time.
ORGANIZATION PURPOSE AND OBJECTIVES
Section 1. Nonprofit and tax-exempt status
The Organization shall be educational and scientific including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under the section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the net earnings of this organization shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of this organization shall be the carrying on propaganda, or otherwise attempting to influence legislation, and this organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Upon the dissolution of this corporation, assets remaining shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 2. Objectives
The Objectives of the Organization shall be to:
- Promote research collaborations between American researchers and researchers in Africa in science, technology, engineering, and mathematics.
- To increase the enrollment of African students in research-based graduate programs in the United States and elsewhere in the world
- To increase the exposure African students and professionals to modern research
- Advance the quality and quantity of research output from Africa.
- Advance research and scholarship, with a focus on Africa-based researchers and college students.
- Improve the education and the livelihood of African people by promoting research-based solutions to existing problems.
The board of directors may, at their resolution and as necessary to fulfill the objectives of the Organization, establish membership of the Organization. If membership is established, the board of directors shall determine the membership requirements and dues.
BOARD OF DIRECTORS
Section 1. General Powers
The board of directors shall manage the property, the business, and the affairs of the Organization in accordance with these Bylaws, with the Articles of Incorporation, and with the purposes of the Organization. The tasks of the Board of Directors shall include, but not be limited to, establishing the policies of the Organization, determining the terms of signatory authority for checks and contracts, and approving the budget as well as the amendments to the Bylaws and Articles of Incorporation.
Section 2. Number, Terms, Qualifications, and Requirements
The number of Directors shall be determined from time-to-time as assessed by the Directors but shall consist of no less than three nor more than twelve people in addition to the following officers: The President, the Vice-President, the Secretary, and the Treasurer. Upon their election and approval, each Director will serve a term of five years, renewable for unlimited times. Each Director is required to attend two annual meetings. The Board of Directors is empowered to determine the qualifications of the nominated Director.
Section 3. Nomination, Election, Vacancy
Until a nomination committee is formed, the Board of Directors shall assume the nomination power, such that each Director may nominate a candidate to be considered for the Board of Directors. All new Directors must be approved by a majority vote of the Directors then in office. Voting may take place at any meeting of the Board of Directors.
Section 4. Meetings, Notices, Quorum
The Board of Directors shall hold two regular meetings twice a year. The place, date and time of the regular meetings shall be fixed based upon the availability and the resolution of the Directors, but the two meetings shall be at least five months apart. Special meetings may be called as necessary by the President or by request of at least three Directors. A quorum of at least three Directors, including at least one officer, is required for official business meeting of the Organization. A written notice shall be provided through traditional mail or electronic mail at least thirty days prior to the regular meeting or four days prior to a special meeting.
Section 5. Compensation
The Directors shall receive no compensation. However, the Board of Directors may provide reimbursement for lodging and travel expenses incurred in duties of the Organization.
Section 6. Resignation
A member of the Board of Directors may resign anytime by submitting a written resignation, which shall be effective upon approval by an officer.
Section 7. Removal
Any Director may be removed from the Board with or without cause by a majority vote of the Directors then in office. Any Director may be removed for conducts detrimental to the Organization or for failing to fulfill his/her responsibilities as a Director. Any Director proposed to be removed shall be entitled to appear and be heard at the removal voting meeting, and he/she shall be notified of the meeting at least four days in advance.
An Advisory Council may be formed whose members shall be elected by the members of the Board of Directors. The members of the Advisory Council shall have no duties, voting privileges, nor obligation to attend the meetings of the Board of Directors. Advisory Council members may attend meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess a clear record of service to the community and support the work of the Organization by providing expertise and professional knowledge.
Section 1. Officers, Terms
The officers of the Organization shall be the President, the Secretary, the Treasurer, and the Chief Executive Officer. The President, Secretary, and Treasurer shall serve office terms of five years, renewable based upon the resolution of the Board of Directors. All officers shall take office upon their election and installation. The term of office of any Officer shall terminate upon the election and installation of a successor or upon his or her accepted resignation, death, or removal.
Section 2. Nomination, Election
Until a nomination committee is formed, the Board of Directors shall assume the nomination power, such that each Director may nominate a candidate to be considered for office. All new officers must be elected and approved by a majority vote of the Directors then in office. Voting may take place at any meeting of the Board of Directors.
Section 3. Vacancies
The Board of Directors shall elect one of its members by majority vote to serve as acting officer for any vacant office.
Section 4. Removal
The Board of Directors may remove, by majority vote, any officer from office if he/she fails to fulfill their duties or engages in conduct detrimental to the organization. The Board of Directors may, at their resolution, arrange a hearing meeting for the removed officer prior to the removal.
Section 5. The President
The President shall serve as the chair of the meetings of the Board of Directors and of the Executive Committee. The President shall be an ex-officio member of all standing committees and shall fulfill other duties usually vested in the office of the President. The President shall, as specified by the Board of Directors, have signatory authority for contracts.
Section 6. The Secretary
The Secretary shall keep complete books and records of account and minutes of all proceedings of the Board of Directors and the Executive Committee. The Secretary shall oversee the process of membership and shall assume other powers and responsibilities as specified by the Board of Directors. The Secretary shall oversee official correspondence of the Organization as specified by the Board of Directors or the President. The secretary may appoint assistants as needed to help fulfill his or her duties.
Section 7. The Treasurer
The Treasurer shall manage the procurement, the disposition, and the handling of the funds of the Organization, and he/she will perform other duties normally pertaining to this office. As determined by the Board of Directors, the Treasurer shall have authority to sign checks, other forms of payments, and contracts of the Organization. The Treasurer shall work in consultation with the Chief Executive Officer and with the Finance and Fund Development Committee to tender an annual budget and audit. The Treasurer shall provide a financial report at the regular meetings of the Board of Directors. The Treasurer may appoint assistants as needed to help fulfill his or her Duties.
Section 1. Formation, Mandate, Dissolution
The Board of Directors may form committees as they judge necessary to promote the objectives of the Organization. The Board of Directors shall determine the mandate of every committee, and they shall have the authority to dissolve any committee. The Board of Directors shall appoint the chairs of all committees. As specified by the Board of Directors and in coordination with the Chief Executive Officer, the Committee Chair shall oversee all the activities and all the meetings of the committee.
Section 2. Term, removal, and resignation of the Committee Chair
The term of the Committee Chair will be five years, renewable for unlimited times as determined by the Board of Directors. The Board of Directors may remove, by majority vote, any Committee Chair from office if he/she fails to fulfill their duties or engages in conduct detrimental to the organization. The Board of Directors may, at their resolution, arrange a hearing meeting for the removed chair prior to the removal. The Committee Chair may resign from his/her post with or without explanation. The Committee Chair shall notify the Chief Executive Officer and the Board of Directors of her/his resignation. Unless otherwise determined by the Board of Directors, the resignation will be effective 30 days after the resignation notification.
Section 3. Committee Members
The committee chair shall nominate candidates for committee membership. Committee members shall be approved by the committee chair, in consultation with the President and the Chief Executive Officer.
Section 4. Education Committee
The Education committee shall be involved in research education in STEM fields at all levels, as pertaining to the mission and objectives of the Organization. The Education Committee shall create, gather, and publish information documents to educate African college students and professionals about research-based graduate programs in the United States and elsewhere in the world. The Education Committee shall be composed of at least five members, including the Committee Chair.
Section 5. Research and Development Committee
The Research and Development Committee shall collect and analyze information and data pertaining to the activities and to the objectives of the Organization. The Research and Development Committee shall brainstorm activities and seek relationships that strengthen and widen the presence of the Organization. The Research and Development Committee shall seek and identify those individuals, institutions, and organizations around the world who may contribute to the mission of the Organization. Throughout its activities the Committee shall make strategic recommendations to the Board of Directors, to the Officers, and to the Staff of the Organization. The Research and Development Committee shall be composed of at least five members, including the Committee Chair.
Section 6. Finance and Committee
The objective of the Finance Committee shall be raising funds and directing the financial practices of the Organization. The Finance Committee shall assess the financial status and expenditures of the Organization and shall recommend fiscal policies, annual budgets, reserve funds, and investments of the Organization to the Board of Directors. The Finance Committee shall oversee the annual financial audit and annual meetings with the auditor. The Treasurer shall chair the Finance Committee, which shall be composed of at least three people, including the Treasurer.
Section 7: Vacancy
Vacancies in the membership of a committee shall be filled in the same manner as the original member appointment.
MANNER OF ACTING
Section 1: Alternative Action
If an action is required by law and must be fulfilled, that action may be taken without a meeting, if a those who are entitled to vote on such action have signed or voted on the action electronically, such as through email or telephone communication.
Section 2: Meeting through Telecommunications
Members of the Board of Directors may meet through internet-assisted telecommunication technology. At telecommunication meetings, each participant must be able to hear, see, or see the writings from other participant. Participation in a telecommunication meeting shall count as presence at that meeting.
In accordance with the State law, the Organization may offer reasonable compensation to the officers and other employees. The person to be compensated shall not be present at the meeting in which their compensation is deliberated. However, the Board of Directors may invite individuals to be compensated to the meeting if further information is needed, but those individuals must leave the meeting before the compensation deliberation begins.
The organization shall publish or collaborate with others to produce publications as specified by the Board of Directors.
Section 1. General
In agreement in with the State law, the Organization shall indemnify the members of the Board of Directors, the officers, and other dully appointed employees against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member of the Board of Directors, officer, or employee, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence, misconduct in the performance of a duty, or criminal offense. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Any and all expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Organization in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, and provided that the indemnified party undertakes to repay the expenses if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under this Article.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member of the Board of Directors, officer, or dully appointed employee against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Organization would have the power or obligation to indemnify such person against such liability under this Article.
The fiscal year of the Organization shall be the calendar year
Section 1. Articles of Incorporation
The Articles of Incorporation may be amended in any manner at any meeting of the Board of Directors, provided that a written notice of the proposed amendment of the Articles explaining the proposed changes shall be given to each director at least five days in advance of the meeting. The notice may be delivered personally, by email, or by mail. All amendments of the Articles shall require the affirmative vote of the majority of the members of the Board of Directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any meeting. Written notice setting forth the proposed changes shall be given to each director within the time and the manner provided for the procurement of notice of meetings of the Board of Directors.