The name of the organization shall be Isabela Oceanographic Institute.
The organization may at its pleasure by a vote of the Board of Directors change its name.
The principal office of the Corporation in the State of Florida shall be located in Key Largo Key in the County of Monroe. The Corporation may have such other offices, either within or without the State of Florida as the Board of Directors may designate or as the business of the Corporation may require from time to time.
The Corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes, including but not limited to the support and conduct of research, development, scientific and educational activities for the protection and preservation of the Island of Isabela, Galapagos, Ecuador.
The following are the purposes for which this organization has been organized but shall not be limited to:
(a) Educate US and other scholars in the natural and social sciences.
(b) Provide an active Research Platform for US and other scientists to increase knowledge about evolution, coastal and oceanic environments.
(c) Ensure that future generations will be able to learn from and enjoy the unique habitat the Galapagos Archipelago, its inhabitants and its culture.
(d) Conduct community development, i.e. contribute to establish an environmentally sustainable and prosperous economy for the site of study and research – Isabela.
The foregoing purposes and activities will be interpreted as examples only and not as limitations, and nothing therein shall be deemed as prohibiting the Corporation from extending its activities to any related or otherwise permissible lawful purpose which may become necessary, or desirable for the furtherance of the Corporate Purposes determined by the Board of Directors.
BOARD OF DIRECTORS
SECTION 1. General Powers. The business of and affairs of the Corporation shall be managed by its Board of Directors. The Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these By-Laws and the Laws of the State of Florida and any other applicable law.
SECTION 2. Number. The number of Directors of the Corporation shall be not less than four (4). At least one of the directors elected shall be a resident of the State of FLORIDA and a citizen of the United States. The maximum number of Directors may be amended subject to Section 11 of this Article IV.
SECTION 3. Tenure. The Chairman of the Board shall hold office for three (3) years upon election by the Board of Directors. Each Director shall hold office for two (2) years with one-half of the Board of Directors being elected every alternate year. Election of Directors shall be by secret ballot, or at the option of the Board of Directors by simple majority vote, an open voice vote, to be counted by the Secretary and President. Election of a Director or Chairman of the Board requires a seventy-five percent (75%) majority vote of the entire Board of Directors then holding office. Each Director shall hold his/her term of office until the next annual meeting of the Corporation and until his/her successor shall have been elected and qualified. Initial Tenure. Lots will determine the initial Board of Directors first term of Office. Certain Board members will have an initial one year term, followed by a possible two (2) year term, and other Board members will serve an initial (2) year term. Once the initial Board of Directors convenes its first meeting, a Chairman of the Board will be elected to serve his/her initial three (3) year term.
SECTION 4. Qualifications. Qualifications of any Director may be altered or amended as seen fit by the Board of Directors.
SECTION 5. Regular Meetings. Regular meetings of the Directors shall be held at least once annually. Directors shall be notified as specified in Section 7 of this Article IV. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. Attendance via teleconference shall be acceptable for these meetings.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President (i.e. Executive Director), or a majority of the Board of Directors. Special meetings of the Board of Directors may be held at any place of the Chairman of the Boards choosing and discretion. Attendance via teleconference shall be acceptable for these meetings.
SECTION 7. Notice. Notice of any meeting shall be given at least ten (10) days previously thereto by written or verbal notice delivered personally or mailed to each Director at their business address, by telegram, E-mail, or Direct Telephone Call. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice by E-mail, such notice shall be deemed to be delivered when the E-mail is sent provided; however, that an electronic delivery receipt is sent along with the notice. If notice is delivered by Direct Telephone Call, the Secretary of the Corporation shall make such calls and keep a record of the time and date of the call providing notice. Any Directors may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 8. Quorum. At any meeting of the Directors fifty percent (50%) plus the Chairman of the Board, or plus the President, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
SECTION 9. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except in cases of removal and addition of Directors and Officers as outlined in these By-Laws.
SECTION 10. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, delivered to the Secretary of the Corporation by mail, in person, by telegraph or by e-mail with proof of delivery, setting forth the action so to be taken, shall be signed before such action by eighty percent (80%) of all of the Directors then holding office.
SECTION 11. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of Directors and vacancies occurring in the Board for any reason may be filled by a two-thirds (2/3) majority vote of the entire Board of Directors then in office. Vacancies occurring by reason of the removal of a Director or Directors shall be filled by a two-thirds (2/3) majority vote of all the remaining Directors then in office. A Director elected to fill a vacancy caused by resignation, death, or any other cause shall be elected to hold office for the unexpired term of his predecessor.
SECTION 12. Removal of Directors. Any or all of the Directors may be removed by a two-thirds (2/3) majority vote of the entire Board of Directors then in office; provided, however, that any Director may be removed for cause by the entire Board of Directors then in office. Cause, herein shall mean and include, but not be limited to, misfeasance, malfeasance or nonfeasance in the performance of his/her obligations, duties and responsibilities as a Director of the Corporation to act in and for the best interests of the Corporation or engage in such conduct determined to be detrimental to the best interest of the Corporation. Removal of a Director shall be by secret ballot, or at the option of the Board of Directors by simple majority vote, an open voice vote to be counted by the President and Secretary; provided however, that the Director subject to such removal shall not vote with respect to his/her removal and shall not be counted for purposes of the 2/3 or simple majority vote required for such removal.
SECTION 13. Resignation. A Director may resign at any time by giving written notice to the Board of Directors, the President, the Executive Director, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such other Officer, and the acceptance of the resignation shall not be necessary to make it effective.
SECTION 14. Compensation. By resolution of the Board of Directors, to be signed by each Director, no compensation shall be paid to Directors, as such, for their services. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
SECTION 15. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any Corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent/abstention shall be entered in the minutes of the meeting or unless he/she shall file his written dissent/abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent/abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
SECTION 16. Executive and Other Committees. The Board of Directors, by resolution, may designate from among its members an executive committee and other committees, each consisting of at least one or more Directors. Each such committee shall serve at the pleasure and discretion of the Board of Directors.
The Corporation, by resolution, may have an Advisory Board whose members shall be appointed by an Executive Committee, the Board of Directors, or the President. Members of the Advisory Board shall be persons whose education, training, and experience will assist the Corporation in advancing its purposes and mission.
SECTION 1. Number. The officers of the Corporation shall be a President, one or more Vice Presidents, an Executive Director, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and Assistant Officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person, except for the offices of Chairman of the Board, President, and Secretary. Officers shall by virtue of their office be members of the Board of Directors. To avoid conflict of interest Officers shall not vote on matters concerning their office and shall not be counted for purposes of the 2/3 or simple majority vote required for such matters.
SECTION 2. Election and Term of Office. The Officers of the Corporation are to be elected by the Board of Directors and shall be elected annually by the Board of Directors. Elected Officers shall have a two (2) year term of office. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each Officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any Officer or Agent may be removed by the Board of Directors whenever, in the judgment of a majority of the Board of Directors, the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or Agent shall not of itself create contract rights, and such appointment shall be terminable at will. Removal of the President, Vice-President(s), shall require a simple majority vote of all Directors then holding office, provided; however, that the President and/or Vice President(s) may be removed for cause by a simple majority vote of all Directors then holding office. Cause herein shall mean and include, but not be limited to, misfeasance, malfeasance or nonfeasance in the performance of his/her obligations, duties or responsibilities or otherwise engaged in conduct determined to be detrimental to the best interests of the Corporation.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business, operations and affairs of the Corporation and shall carry out and perform all resolutions and orders of the Board of Directors unless otherwise assigned to someone else by the Board of Directors. S/he shall, when present, preside at all meetings of the Board of Directors, unless there is a Chairperson of the Board, in which case the Chairperson shall preside. S/he is hereby authorized and has the authority to enter into, execute and sign for and on behalf of the Corporation any deeds, mortgages, bonds, contracts, and/or such other instruments and contracts essential to the performance of his/her duties hereunder and to conduct the business operations and affairs of the Corporation except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors. At least once a year the President should expect to receive a coherent view of the Board's opinion of his/her work. At a minimum, the appraisal can take the form of a pre-arranged discussion between the President and the Board Chair; however the evaluation should have a written component. Unless otherwise assigned to other officers or Directors by the Board of Directors his/her general task shall include but not necessarily be limited to:
(a) supporting operations and administration of the Board by advising and informing Board members, and interfacing between Board and staff
(b) overseeing design, marketing, promotion, delivery and quality of programs, products and services
(c) recommending yearly budget for Board approval and prudently managing the organization's resources within those budget guidelines according to current laws and regulations
(d) effectively managing the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations
(e) assuring the organization and its mission, programs, products and services are consistently presented in strong, positive image to relevant stakeholders
(f) overseeing and/or delegating fundraising, planning and implementation, including identifying resource requirements, researching funding sources, establishing strategies to approach funders, submitting proposals and administrating fundraising records and documentation
SECTION 6. Vice President. The Vice President shall assist and support the President in all his/her duties. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or Board of Directors.
SECTION 7. Secretary. The Secretary shall:
(a) keep the minutes of the proceedings of the Board of Directors in one or more minute books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized;
(d) keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and
(e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and
(c) in general perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him/her by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such sureties as the Board of Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. The initial salaries shall be such as prescribed in the financial section of current version of the Business Plan.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a Resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by Resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year unless otherwise determined or less if sooner terminated by the action of the Board of Directors.
ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
The Corporation shall indemnify its Directors, Officers and Employees as follows:
(a) Every Director, Officer, or Employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which s/he may be made a party, or in which s/he may become involved, by reason of his/her being or having been a Director, Officer, Employee or Agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, Employee or Agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not s/he is a Director, Officer, Employee or Agent at the time such expenses are incurred, except in such cases wherein the Director, Officer, or Employee is adjudged guilty of willful misfeasance, malfeasance, nonfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
(b) The corporation shall provide to any person who is or was a Director, Officer, Employee, or Agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, Employee or Agent of the Corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under the Laws of the State of Florida.
(c) The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article X.
The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any Director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Non-Profit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a two-thirds (2/3) majority vote of the Board of Directors then holding office at any regular or special meeting of the Board of Directors; notice having been duly given.