Bye-Laws of the Corporation of the International Year of the Planet Earth

A Not-For-Profit Organization

11 January 2007
Amended 22 January 2007, approved 13 March 2007,
New amendments 20 March, 14 May 2007 and 31 May 2007 approved by Board on June 20, 2007
New amendments 8 August 2007, approved by Board on September 25, 2007

The name of the organization shall be the Corporation of the International Year of Planet Earth (IYPE).

Article I.  Objective and Purposes
A. The objective and purposes for which the Corporation is organized and the nature of the business to be carried out by it are as follows:
1. To raise public awareness of the importance of:
a.   The Earth’s processes and formation of resources;
b. Disaster prevention, reduction, and mitigation; and
c. Capacity-building for the sustainable management of resources.
2. To contribute to the United Nations Decade of Education for Sustainable Development.
3. To organize activities to be undertaken in collaboration with the United Nations Educational, Scientific and Cultural Organization, and the United Nations Environment Program and other relevant entities of the United Nations system, as well as the International Union of Geological Sciences and other Earth science societies and groups throughout the world.
4. To promote action at the local, national, regional, and international levels.

Article II.  Organization
A. The Board
1. The Board comprises the following members:
a. Chair
b. Vice Chair
c. 2 Initiators (IUGS, UNESCO)
d. 12 Founding Partners, as described in § 2
e. 1 Representative of the Associate Partners, as described in § 3
f. 1 Representative of the International Partners, as described in § 4
g. 3 Chairs of the three main lines of activity (science, outreach, and development)
h. Up to eight Regional Representatives of National Committees in Africa, Asia, Europe, Latin America, North America, Australia and Oceania
i. Representatives of Donors and Sponsors as described in § 5
j. Honorary Co-Chair(s)
2. The 12 Founding Partners are organizations that have supported the IYPE in cash and/or in kind since the launching of the initiative up to October 2005. They share moral and financial responsibilities of the IYPE. The names of the Founding Partners are:
a. International Union of Geodesy and Geophysics (IUGG)
b. International Geographical Union (IGU)
c. International Union of Soil Sciences (IUSS)
d. International Lithosphere Program (ILP)
e. Geological Survey of the Netherlands TNO (TNO)
f. The Geological Society of London (GSL)
g. International Soil Reference and Information Centre (ISRIC)
h. A consortium of the International Association for Engineering Geology and the Environment (IAEG), the International Society of Rock Mechanics (ISRM), and the International Society of Soil Mechanics and Geotechnical Engineering (ISSMGE)
i. International Union for Quaternary Research (INQUA), (FIGS)
j. American Geological Institute (AGI)
k. American Association of Petroleum Geologists (AAPG)
l. American Institute of Professional Geologists (AIPG).
3. Associate Partners are organizations that have actively supported IYPE and entered the initiative prior to February 1, 2006.
a. 26 Such Associate Partners were identified (see Annex 1) sharing one seat on the Board in recognition for their support during the initial phases.
b. Associate Partners have the right to use the IYPE’s logo.
4. International Partners are organizations that joined IYPE after February 1, 2006.
a. They may actively support science and outreach programs and may bear co-responsibility in the Science Implementation Teams and in other lines of activity.
b. International Partners have the right to use the IYPE’s logo.
c. Admission fees for incoming not-for-profit International Partners shall be:
1. a minimum of $5,000 Dollars US (Five Thousand Dollars) per annum for a period of four years if entering in 2006;
2. a minimum of  $7,500 Dollars US (Seven Thousand Five Hundred Dollars) per annum for a period of three years if entering in 2007; and
3. a minimum of  $10,000 Dollars US (Ten Thousand Dollars) per annum for a period of two years if entering in 2008.
d. Admission fees for incoming for-profit International Partners shall be:
1. a minimum of $ 10,000 US (Ten Thousand Dollars) per annum for a period of four years if entering in 2006;
2. a minimum of  $15,000 Dollars US (Fifteen Thousand Dollars) per annum for a period of three years if entering in 2007; and
3. a minimum of  $20,000 Dollars US (Twenty Thousand Dollars ) per annum for a period of two years if entering in 2008. A Board decision will regulate admission of new Partners.
e. All International Partners share one seat on the Board.
5. The Donors and Sponsors are organizations or individuals who have agreed to support the IYPE financially. Implementation of funds provided by sponsors and donors to the IYPE’s aims and objectives shall be described through bilateral agreements with the Corporation.
a. They will be acknowledged as stated in the bilateral agreements.
b. Five-star Donors and Sponsors have the right to a seat on the Board, while four-star Donors and Sponsors share one seat on the Board.
6. Board members and their alternates (see A.1) shall be appointed for the full lifetime of the Board, i.e. until June 30, 2010.
a. Names and addresses of each of the Board members shall be provided in writing to the Chair of the Board by each parent organization.
b. Associate Partners, International Partners, and four-star Donor and Sponsor organizations shall internally select and appoint one Board member.
c. National Committees in each of the six world regions may jointly nominate a Board member.
d. If more than one representative from one region is proposed, the Initiators shall appoint one of the nominees to serve.
7. The full Board will deal mainly with strategic matters. Issues of a more regular character will be dealt with by the Board of Officers or by the Committees, as described below.
8. All Board members shall have a single vote.
a. The representatives of the Initiators shall have veto rights.
b. Decisions at meetings of the Board shall be taken only when a quorum of 50% (Fifty Percent) of its members is in attendance. Determination of quorum and voting shall be by simple majority.
c. For electronic voting, specific ballots shall be provided by the Secretariat specifying the voting deadline.
d. In the event of an equal division of votes, the Board’s Chair shall cast the deciding vote.
e. For purposes of determining whether any meeting is quorate, participation by electronic means shall be allowed if the electronically participating Board member can hear and be heard by those present at the meeting.
9. The Chair of the Board shall be appointed jointly by the Initiators. The life time of his tenure will extend to the termination of the IYPE Corporation. The Vice-Chair shall act as a proxy of the Chair in case of his absence. The lifetime of the tenure of the Vice Chair will extend to the termination of the IYPE Corporation.
a. He/she shall provide notice of each meeting of the Board and the Board Officer to Board Members and Board Officers no less than 60 (Sixty) Days prior to each meeting. Such notice shall indicate the time, venue, and agenda of the proposed meeting.
b. Notices of meetings shall be mailed to the Board Members and Board Officers at their addresses as provided to the Chair at the initial meeting. Notice by electronic means shall be permitted if requested by a Board Member or Board Officer. It shall be the responsibility of each Board Member or Board Officer to ensure that any physical and/or electronic address on file with the Corporation is correct and up to date. All notices mailed or transmitted to the address on file with the Corporation shall be considered valid unless prior notice of a change of address has been received in writing by the Chair at least one day prior to the date that notices are mailed or transmitted.
c. Participation by Board Members or Board Officers by proxy at any meeting shall be permitted if such proxies are attested to in writing.
d. Participation of Board Members in Board meetings will normally be at the expense of their home organizations. 
10. Honorary Co-Chairs shall be appointed jointly by the Initiators.
a. He/she shall share all rights but not all duties  of other Board members.
b. His/her presence at a Board meeting shall not constitute part of the quorum count.
11. Upon the request of 1/3 (One Third) of the members of the Board, special meetings may be held, and the Chair shall provide notice to all Board members of such proposed meetings as described in the preceding paragraph.
B. Powers and Function of the Board
1. The Board, at its earliest convenience, shall confirm all members, appoint a Vice Chair from the Board membership, and determine its general operating procedures.
2. The Board shall instruct the Secretariat and evaluate its performance.
a. Instructions for the Secretariat, including the budget, shall be provided at least annually in writing and may be modified whenever necessary.
b. Evaluations shall be undertaken at least annually, with the first evaluation to be completed by December 31, 2007.
c. The results of the evaluations shall be discussed by the Board in the presence of the Secretariat’s Executive Director and a representative of the Secretariat’s hosting organization.
3. The Board shall adopt rules and procedures for the application of projects for the Science and Outreach Programs. All such rules and procedures shall be maintained in writing, and shall be provided upon request to any person or entity wishing to make a grant proposal. Based on proposals by the Science Program Committee (SPC) and Outreach Program Committee (OPC), the Board shall award grants to some or all of such proposed projects.
4. The Board shall appoint the Chairs of the Science, Outreach, and Development Committees. Based on recommendations from the Chairs of the SPC, OPC, and Development Committee (DC), the Board shall appoint all members of these committees.
5. The Board shall approve proposals for members of the Advisory Bodies as Senior Advisors, Goodwill Ambassadors, and Patrons.
C. Committees
1. The Science Program Committee (SPC) shall consist of eleven members and shall include all leaders of the Science Implementation Teams (SIT’s), each one covering one of the ten science themes of IYPE as described in Annex 2.
a. The SITs shall attract and evaluate Expressions of Interest and proposals for projects received from scientific groups around the world.
b. Evaluations shall be based on the criteria set out for the ten themes in Annex 2.
c. SPC proposals for projects shall be subject to Board approval.
d. The SPC shall be led by an independent Chairperson not chairing one of the SITs and by a Vice-Chairperson who is a SIT leader.
e. Each SIT shall be composed of eight to 10 experts.
f. Jointly, the SITs shall have a wide geographical representation.
2. The Outreach Program Committee (OPC) shall consist of experts in charge of coordinating the outreach activities of IYPE.
a. The OPC shall attract and evaluate Expressions of Interest and proposals for international outreach projects capable of generating interest and greater awareness among the general public, decision makers, and politicians regarding the effective application of all available geoscientific information for the benefit of society.
b. Examples of such activities are listed in the Outreach brochure.
c. OPC proposals for projects shall be subject to Board approval.
d. The OPC shall have a Chair and a Vice Chair.
3. The Development Committee (DC) shall be composed of individuals with excellent networks in industry and/or in other relevant bodies.
a. The DC shall raise funds for IYPE.
b. The DC shall ensure liaisons with major target organizations, primarily those based in the mining and oil industries.
c. The DC shall work in close cooperation with the National Committees and with the IYPE’s Patrons, Goodwill Ambassadors, and Senior Advisors.
d. The DC shall be led by a Chairperson.
4. National Committees are national structures independent of the Corporation.
a. National Committees are encouraged to establish relationships with the Corporation to the benefit of both parties as described in a Memorandum of Understanding that National Committees and the Corporation are required to co-sign.
b. National Committees are invited to submit annual reports to the Secretariat describing those of their activities that are relevant to IYPE.
5. The Board may appoint temporary special committees for special matters concerning the IYPE.
D. Power and Function of the Board Officers
1. The function of the Board Officers is to deal with regular decision making issues concerning IYPE and to steer operations of the Secretariat on a regular basis.
2. The Board Officers constitute a subset of the (full) Board and include the Chair, the Vice-Chair, the Representatives of the Initiators (IUGS and UNESCO) and the Chairs of the Science Programme, the Outreach Programme and the Development Committees.
3. The responsibilities of the Chair shall include the following:
a. conduct the Board and the Board Officers Meetings;
b. ensure that the Board’s and the Board Officers’ decisions are properly implemented by the Secretariat and the various different committees; and
c. delegate some of his/her duties to the Vice-Chairperson.
4. The responsibilities of the Chairs of the Science and Outreach Programme Committees shall include the following:
a. steer and coordinate the activities of the Science and Outreach Committees;
b. propose projects;
c. advise the Board; and
d. report to the Board on their activities.
5. The responsibilities of the Chair of the Development Committee shall include the following:
a. develop and coordinate the fund-raising activities of the Development Committee; and
b. advise and report to the Board on fund-raising activities.
6. The ex-officio representatives of IUGS and UNESCO have full mandate from the Initiators and shall maintain the links between the Corporation and the Initiators
E. The Secretariat
1. The Secretariat’s Executive Director shall be responsible for all operations and performance of the Secretariat, including reporting to the Board.
a. The Executive Director shall act on instructions from the Board and will operate in close relation with the Board’s Chair.
b. The Executive Director shall attend all meetings of the Board as a non-voting observer and shall be responsible for recording the minutes of these meetings.
c. The Executive Director shall be appointed jointly by the Initiators.
2. The Secretariat shall be operational from January 1st 2007. This is confirmed by the signing of an Agreement by the Chair or Acting Chair of the Board, the Director of the hosting organization, and the Executive Director.
3. The Secretariat may draw upon the Corporation’s financial resources according to the annual budgets as approved by the Board. Items of extra-budgetary expenditure require special approval by the Board of Officers.
4. The Secretariat shall remain operational until the winding-up of the IYPE’s activities, at latest by June 30, 2010.
F. The Advisory Bodies
1. Senior Advisors shall be individuals willing to contribute to the IYPE and to support various activities mainly through science and/or outreach programs.
2. Senior Advisors shall be entitled to represent the IYPE and are encouraged to publicize it as widely as possible.
3. The Board’s Chair may entrust Senior Advisors with special tasks such as representing the IYPE in certain geographical areas, disciplinary fields, or any of the IYPE’s activities.
4. Goodwill Ambassadors shall be highly distinguished individuals with prominent media profiles in the world’s major language areas who have agreed to promote the IYPE and its activities.
5. Patrons shall be Heads of State and other World Leaders of similar stature who have expressed their willingness to give their patronage to the IYPE.
G. Financial Resources
1. Financial resources of the Corporation shall include funds received from the Initiators, the Founding Partners, International Partners, Sponsors and Donors, and others.
2. The expenses of the Corporation shall include allocations for the international science and outreach activities, and for the administrative costs of the Corporation including the necessary financial support of the Secretariat, including the Executive Director.
3. The management of the financial resources of the Corporation shall be the responsibility of the Board Officers.
H. Liability and indemnification
1. In the event that an officer is personally liable for an act made in good faith while serving as an IYPE officer, the IYPE will fully indemnify the officer.
2. In the event that an officer acts outside the scope of IYPE's normal activities, the IYPE will not indemnify the officer, nor does the officer have any right to reimbursement from the IYPE or from any other officer.
I. General
1. These Bye-laws shall become operational upon establishment of the Corporation.
2. Between the time of incorporation of the IYPE and the installation of the Board, members of the Management Team will operate as the Board Officers.
3. These Bye-Laws may be amended in writing from time to time by a simple majority of the Board in quorum.
4. These Bye-laws supersede any and all By-laws in effect heretofore and annul and supersede any and all resolutions herewith.

ANNEX 1:

Associate Partners
ICSU International Council for Science
IOC Intergovernmental Oceanographic Commission of UNESCO
IPA International Permafrost Association
IAGOD International Association on the Genesis of Ore Deposits
SEG Society of Economic Geologists
SGA Society for Geology Applied to Mineral Deposits
IAH International Association of Hydrogeologists
IGCP International Geoscience Programme IGCP
EFG European Federation of Geoscientists
AARSE African Association of Remote Sensing of the Environment
SCA Science Council of Asia
ProGEO European Association for the Conservation of the Geological Heritage
SEPM Society for Sedimentary Geology
CCOP Coordinating Committee for Geoscience Programmes in East and Southeast Asia
GSAf Geological Society of Africa
UNU United Nations University
AGID Association of Geoscientists for International Development
UN/ISDR   United Nations International Strategy for Disaster Reduction
NESF North-eastern Science Foundation (USA)
AASG Association of American State Geologists
ISPRS International Society of Photogrammetry and Remote Sensing
GSA Geological Society of America
NACSN North American Committee for Stratigraphic Nomenclature
CPC Circum Pacific Council for Energy and Mineral Resources
IPA International Palaeontological Association

ANNEX 2:

Science Themes of the International Year of Planet Earth
1. Groundwater – Reservoir for a thirsty planet?
2. Hazards – Minimising risk, maximising awareness
3. Earth and health – building a safer environment
4. Climate Change – The ‘stone’ tape
5. Resource issues – towards sustainable use
6. Megacities – our global urban future
7. Deep Earth – from crust to core
8. Ocean – abyss of time
9. Soil –  Earth’s living skin
10. Earth and Life – origins of diversity

Statutes