BYLAWS
OF THE ORGANIZATION FOR SCIENTIFIC & ACADEMIC INTEGRITY IN
ARTICLE
I ORGANIZATION
1.
Name: The name of the
organization shall be the Organization for Scientific & Academic Integrity
in
2.
Address: The registered office
of the OSAIC with the State Florida of the
3.
Other Offices: The OSAIC may
also have offices other than said registered office either in the
4. Web Site: The official website of the OSAIC shall be http://www.osaic.org . The email address shall be: admin@osaic.org.
ARTICLE
II PURPOSES
1. Not for Profit: The OSAIC is organized under and shall operated as a Florida not-for-profit corporation, and shall have such powers as are now or as may hereafter be granted by the General Not for Profit Corporation Act of the State of Florida of the United States of America.
2.
Purposes: The following are the
purposes for which this organization has been organized: The OSAIC provides
financial support for efforts in the exposure of and legal actions against scientific
and academic frauds, as well as promotion of general scientific knowledge in
ARTICLE
III MEMBERSHIP
1. Membership shall consist only of the members of the Board of Directors.
ARTICLE
IV MEETING
1. Most of the regular meetings will be held via teleconferencing.
2. Annual Meeting: The annual meeting of this organization shall be held in October of each and every year. Details (time, place and means) of the regular annual meeting shall be set by the Board of Directors. The notice of the annual meeting shall be sent to all members no less than thirty days before the meeting.
3. Special Meeting: Special meetings may be called upon by the President or the simple majority of the Board when it’s deemed for the best interests of the organization.
4. Notice: Notice of each regular meeting shall be given each voting board member by e-mail no less than 3 business days before the meeting.
5. Quorum: The participation of not less than two thirds of the board members shall constitute a quorum and shall be necessary to conduct the business of this organization
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V BOARD
OF DIRECTORS
1. Board Role, Size and Compensation: The Board of Directors shall also be the executive committee responsible for overall policies, directions and operations of this organization. The Board can delegate responsibility for operations to special committees. The Board shall have up to fifteen and not fewer than three members. The board members shall work on a volunteer base and shall not receive any compensation.
2. Board Elections: Election of new board members or re-election of current board members to a second term will occur as the first item of business at the annual meeting of the organization. New board members can be selected by special meeting other than the annual meeting. Board members shall be elected by a simple majority vote of current board members. Other than current board members, candidates for new board members shall be nominated by at least one current board member. Each current board member is automatically eligible for re-election for the next term unless he desires not to do so.
Each board member shall have one vote and such voting may not be done by proxy.
3. Terms: Each board member shall serve two-year terms, but are eligible for re-election. There shall be no term limit for serving the board.
4. Vacancies: when a vacancy on the board exits mid term, the board shall decide whether or not to fill the vacancy unless the remaining board numbers do not meet the minimum number of three set by this bylaw. To fill the vacancy, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, and to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
5. Resignation, Termination, and Absences: Resignation from the board must be in writing and received by the Chair and the Secretary. A board member shall be terminated from the board if he does not respond to board for two continuous months. A board member may be removed for other reasons by a two-thirds vote of the remaining board members.
Each board member shall notify the board (the Chair and the Secretary) of his possible absence on future meetings. If he cannot do that under some urgent circumstances, a formal explanation shall be made as soon as he is able to do so.
6.
Interest of Conflict: Board members shall disclose the
potential conflict interest with the OSAIC to the remaining Board, and shall
withdraw further deliberation on the issue, and shall refrain from voting on
the matter. Such disclosure and withdrawal shall be fully documented in the
minutes.
7. Officers and Duties: there shall be five officers of the Board consisting of a President Vice President, Secretary, Treasurer and Public Relationship Manager.
There shall be maximum two terms for both President and Vice President to serve.
President, Vice
President and Treasurer shall be nominated by the current president or by one-third
of the board members. The president-elect shall be approved by at least
two-thirds majority vote of the Board;
Secretary and Public Relationship Manager shall be nominated by newly
elected President and shall be approved by the simple majority vote of the
Board.
Their duties are as follows:
The President shall preside at all membership meetings.
The President shall by virtue of his office be Chairman of the Board of Directors.
The President shall by virtue of his office be the chief executive officer responsible for general administration of the organization. The President shall convene regularly scheduled board meetings.
The President shall present at each annual meeting of the organization an annual report of the work or the organization.
The President shall appoint all committees, temporary or permanent.
The President shall see all books, reports and certificates required by law are properly kept or filed.
The President shall be one of the officers who may sign the checks or drafts of the organization.
The Vice-President shall by virtue of his office be Vice Chairman of the Board of Directors.
The Vice-President shall in the event of the absence or inability of the President to exercise his office become Acting President of the organization with all the rights, privileges and powers as if he had been the duly elected President, and will preside over committees on special subjects and manage general operations as designated by the Board.
The Secretary
shall be responsible for keeping records of Board actions, including taking of
minutes at all board meetings, sending out
meeting announcements, distributing copies of minutes and the agenda of
each Board members, and assuring that corporate records are maintained.
The Secretary shall be responsible for filing any certificate required by any
statute, federal or state.
The Secretary shall give and serve all notices to members of this organization.
The Secretary shall be the official custodian of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization.
The Treasurer shall have the care and custody of all monies belong to the organization, and shall be solely responsible for depositing in a regular business bank.
The Treasurer must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such reports shall be affixed to the minutes of the Board for Directors of such meetings.
The Public Relationship Manager shall be the speaker of the organization and be responsible for establishing and maintaining relationships of the organization with general public, and media.
The Public Relationship Manager shall present to the Board at any meetings any communication addressed to him as Public Relationship Manager.
All officers shall be board members.
ARTICLE
VI COMMITTEES
1.
The Board of Directors and
their term of office may appoint special committees to perform specific task
for the best interest of the organization. The head and all committee members
shall be approved by the simple majority of the Board.
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VII OPERATION
OF FUND RAISING AND DISTRIBUTION
1. The OSAIC shall raise donations from various sources and present grants to individuals or other organizations to accomplish OSAIC’s missions.
2. The OSAIC shall accept two categories of donations:
The first category will be the general fund, and the distribution of such fund shall be at the discretion of the simple majority of the OSAIC board.
The second category will be event, individual or organization specific fund that is specified by each individual donor. Such specification shall be consistent with the OSAIC’s missions and shall be approved by the simple majority of the Board. The exact amount shall be re-distributed according to each individual donor.
3. Fund Raising Campaign: All donation forms and campaign letters under the name of The OSAIC shall be approved by the Board of Directors. All contributions shall be payable directly to the Organization OSAIC. To make checks payable to any fund raising member is illegal.
4. Fund Distribution & Expenditures: For general fund, individuals or other organizations may submit their grant applications to the Board of Directors. All grants shall be approved by the Board of Directors, and the fund usage should be consistent with OSAIC’s missions. Guaranteed ninety five percent (95%) of fund will be distributed to directly fulfill the OSAIC’s missions (not necessary in the same fiscal year). The rest of the fund would cover registration cost, fund transactions fee, postage cost and other basic operational costs. Salary or work compensation for OSAIC officers / directors shall be strictly forbidden. Any expenditure inconsistent with the missions of OSAIC shall not be allowed.
5.
Supervision: Any individual or
organization(s) with grant approval shall submit regular reports at least once
six months to the Board of Directors.
Such reports shall present details of grant usage and progress. The
Board of Directors shall evaluate each approved grant on a regular base. The
continuation of funding shall be determined by the Board of Directors based on
such evaluation.
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VIII INDEMNIFICATION
1.
Right of Indemnity: To the
fullest extent permitted by law, this Organization may indemnify its directors
and other persons which the law allows this Organization to indemnify,
including persons formerly occupying any such positions, against all expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred by them in connection with any "proceeding," as that term is
defined by law, and including an action by or in the right of the Organization,
by reason of the fact that such person is or was a person to whom the law
pertains. "Expenses," as used in this article of these Bylaws, shall
include without limitation, attorney's fees and any other expenses for which,
under law, such persons may be indemnified.
2. Approval of Indemnity: Any indemnity shall be approved by the simple majority vote of the Board.
3.
Advancement of Expenses: To the
fullest extent permitted by law, and except as otherwise determined by the Board
in a specific instance, expenses incurred by a person seeking indemnification
under this article of these Bylaws, in defending any proceeding covered by this
article, shall be advanced by the Organization before final disposition of the
proceeding, on receipt by the Organization of an undertaking by or on behalf of
that person that the advance will be repaid, unless it is ultimately determined
that the person is entitled to be indemnified by the Organization for those
expenses.
ARTICLE
IX AMENDMENTS
1.
These bylaws may be amended
when necessary by two-thirds majority of the Board of Directors. Proposed
amendments must be submitted to the Chair and the Secretary to be sent out with
regular Board meeting.
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X DISSOLUTION
1.
The dissolution of the OSAIIC
should be approved by two-thirds majority of the Board. Upon the dissolution of
the OSAIC and after payments of all indebtedness of the organization, any
remaining funds, investments and other assets of the organization shall be
distributed to such organization or organizations which have purposes and
objectives similar to those of the OSAIC as may be determined by resolution
adopted by the Board of Directors and ratified by a simple majority vote of the
Board of Directors.
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XI MISCELLANEOUS
1. The fiscal year of the organization shall begin on the first day of October and end on the last day of September.
2.
SEALS: The organization seal of
the OSAIC, if any, shall be in such form and bear such inscription as may be
adopted by resolution of the Board of Directors, or by usage of the officers on
behalf of the OSAIC.