Constitution
DRAFT CONSTITUTION
Article 1 – Name
Permafrost Young Researchers Network
The Permafrost Young Researchers Network will hereafter be referred to as PYRN.
Article 2 – Statement of purpose
2.1 Mandate
The Permafrost Young Researchers Network (PYRN) is an international organization established under the patronage of the International Permafrost Association (IPA) fostering innovative collaboration, seeking to recruit, retain and promote future generations of permafrost researchers. PYRN directs the multi-disciplinary talents of its membership toward global awareness, knowledge and response to permafrost-related challenges in a changing climate.
PYRN represents the interests of permafrost young researchers within the Association of Polar Early Career Scientists (APECS)
2.2 Our mission is:
To provide an arena for interaction and exchange of information in order to extend scientific knowledge and improve collaboration among different generations of scientists worldwide
To enhance the visibility of permafrost science by providing a collaboration platform between young researchers at an early stage
To make the voice of young scientists heard about present problems and concerns through regular input into science policy and decision-making.
To promote multinational and cross-gender equity in science opportunities and participation.
Article 3 – Membership
Membership is free and open to anyone interested in permafrost science. However, several of PYRN activities are restricted to young researchers, as defined in article 4.
Article 4 – Definition of Young Researcher
A young researcher is within six years after the completion of his PhD (This time frame is roughly equivalent to three postdoctoral positions). A young researcher must have already graduated from high school. However, memberships can be provided to motivated high school students seeking to collect information on careers in permafrost research.
Article 5 – Executive Committee (EC)
5.1 Number
The executive committee shall consist of at least five (5) members.
5.2 Eligibility (1)
An EC Member shall be an active member of PYRN and if possible a national representative in his own country.
5.3 Eligibility (2)
EC Members shall be young researchers as defined in article 4.
5.4 Tenure
EC Members shall be elected for a period of two years which may be renewed.
5.5 Voting procedures
The EC shall determine the dates and rules of the voting procedures. However, EC members shall always be elected by a majority of the PYRN Council and when possible these elections should take place at the annual PYRN Council meetings
5.6 EC renewal
Half of the EC is expected to be renewed yearly at the annual meetings of the PYRN Council
5.7 Meetings of the EC
Meetings may be scheduled at such times and at such places as the EC members deem appropriate and shall be conducted at least annually. A quorum shall consist of a least the majority of EC members. The Coordinator may call a special meeting of the members for any purpose upon notice being given at least twenty days in advance of the meeting. Meetings may be held by electronic means such as telephone or chat.
5.8 Special Meetings
Special meetings of the EC may be called by the coordinator, by the co-coordinators or by any two EC members. The person or persons who call a special meeting of the EC may fix the place and means for holding such special meeting.
5.9 Notice
Notice of any special meeting shall be given at least twenty (20) days before the meeting by written notice delivered personally, or by email, chat, or fax to each members at his business address, unless in case of emergency, the coordinator of the EC or the co-coordinator shall prescribe a shorter notice to be given personally or by communicating to each member at his email address, residence or business address in like manner. Any member may waive notice of any meeting, before or after the meeting, as provided in these Bylaws.
5.10 Manner of Acting
The act of the majority of the EC members present at a meeting at which a quorum is present shall be the act of the EC. Such actions shall take the form of resolutions and shall be included in the records of PYRN.
5.11 Constructive Presence at a Meeting
A member of the EC may participate in a meeting by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.
5.12 Action without a Meeting.
Any action required by law to be taken at any meeting of the EC may be taken without a meeting consistent with the consent procedures described herein.
5.13 Consent procedures
(1) Action required or permitted to be taken at an EC meeting may be taken without a meeting if the action receives the affirmative vote of the majority of the EC members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the EC members. Electronic signatures are acceptable. (2) Action taken under this section is effective when the action is affirmatively signed by a majority of EC members unless the consent specifies a different effective date. (3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (4) Any consent resolution which has not received affirmative votes from the majority of the members or has not received negative votes from the majority of the members shall be presented for a vote at the next board meeting. (5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions.
5.14 Resignations
Any EC member may resign at any time by giving a written notice, 30 days in advance, to the EC, to the coordinator, to the co-coordinator, or to the secretary. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the EC.
5.15 Vacancies
Any vacancy occurring in the EC, including any vacancy created by reason of an increase in the number of members, may be filled by the affirmative vote of a majority of the remaining members though less than a quorum of the EC. An EC member elected to fill a vacancy shall hold office only until the next annual meeting of the EC and until his successor shall be elected and qualified or until his earlier resignation, removal from office, or death.
5.16 Replacement of EC Members
Should a member resign, become incapacitated or otherwise be unable to serve, the remaining EC members may appoint an interim representative.
5.17 Removal
Any member may be removed by a majority vote of the full membership of the PYRN Council.
5.18 Delegation and Expenses
- Any action required or permitted to be taken by the EC under these Bylaws or any provision of law may be delegated by the EC to the Coordinator, to any member of the EC or to any national representative.
- Members may not be compensated for their roles as members. They may be allowed expenses, by resolution of the EC, for attending meetings, if necessary. No member shall be employed or otherwise receive compensation from PYRN for their duties as members unless decided by the EC.
5.19 Voting Means
Voting on all matters, including the election of members and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.
5.20 Reserved Powers
The EC shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of PYRN not inconsistent with these bylaws.
Article 6 – EC members and duties
6.1 Number
The EC shall elect from among its members a coordinator, a newsletter officer, a financial and fundraising officer, a projects coordinator and a Communications officer.
Coordinator
The Coordinator shall, when present, preside at all meetings of the EC. The Coordinator shall have general supervision of the affairs of PYRN and shall make reports to the EC at meetings and other times as necessary to keep PYRN members informed of activities. The Coordinator may sign, with the secretary or any other proper officer of PYRN thereunto authorized by the EC any deeds, mortgages, bonds, contracts, or other instruments which the EC has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by EC or by these bylaws to some other EC member or member of PYRN or shall be required by law to be otherwise signed or executed. The Coordinator is responsible for submitting these acts to the IPA secretariat for approval.The Coordinator shall in general perform all duties as from time to time may be assigned to them by the EC.
Newsletter officer
The newsletter officer is responsible for the preparation, redaction and mailing of the monthly PYRN newsletter. The newsletter officer shall keep archive of published newsletters and update the website accordingly. He or she is responsible for collecting enough up-to-date information and maintain contact with the coordinator to be informed of the latest developments within the network. The newsletter officer shall act as secretary during PYRN executive committee meetings and keep accurate records of those.
Financial & fundraising officer
The Fundraising officer shall be required to devise a funding strategy for PYRN. He will be responsible to request the help from PYRN members to conduct fundraising in coordination with the Coordinator, the Co-Coordinator and the secretary. He will have the task to identify new benefactors and funding opportunities for PYRN. He shall also take charge and custody of and be responsible for all funds and securities of PYRN; receive and give receipts for monies due and payable to PYRN through the IPA from any source whatsoever, and deposit all such monies in the name of the PYRN in such banks, trust companies, or other depositories as shall be selected by the IPA in accordance with the provisions of these bylaws; review the financial operations of the organization in coordination with the IPA secretariat and advise with the Coordinator on financial matters, including audits; make financial reports to the EC at regular and special meetings; and perform such other duties as assigned by the Coordinator or the EC.
Projects Coordinator
The projects coordinator shall be charged to keep an oversight and manage the projects of PYRN, including its databases, its award program and its field projects. He/ she shall report to the EC on the progress of on-going projects. He shall seek the help of the NRs with the help of the Newsletter and the Communications officers to take the leadership on individual PYRN projects. The Project Coordinator(s) will work in close collaboration with the Communications officer to keep PYRN members updated with ongoing/coming projects. He/she will also make feasibility reports on new projects or proposed projects and such other duties as may be assigned by the Coordinator or the EC.
Communications officer
The Communications officer shall be responsible to maintain and regularly update the website. He/she will also be responsible to post any major EC decisions concerning PYRN, projects concerning PYRN members and such other duties as may be assigned by the Coordinator or the EC.
Article 7 - National representatives and duties
7.1 Mandate
National Representatives (hereafter referred to as NRs) are the point of reference for PYRN in their own country. They report directly to the coordinator and the EC, but are responsible for issues relating specifically to their home countries. NRs serve as links between the coordinator, the EC, the PYRN members, and the IPA council member.
Matters of international interest remain the responsibility of the coordinator and of the EC.
7.2 Legacy / Continuity
NRs are responsible for identifying and grooming potential replacements. NRs are in particular expected to start involving potential replacement in decision-making, and delegate tasks.
7.3 Special Cases
Countries with big area and a wide range of different disciplines are to have multiple NRs (e.g. Canada, the United Stated of America, Russia). The number of national representatives responsible for each country is decided at the discretion of the EC.
7.4 Renewal
Every six months (May and November) and/or to the discretion of the EC, NRs will be asked to decide on pursuing in their role as NR or to opt to stop being an NR.
7.5 Removal
The EC can decide that the individual/country isn't participating enough and seek a replacement.
Article 8 – PYRN Council
8.1 PYRN Council membership
The PYRN Council shall consist of the EC and the NRs.
8.2 Meetings of the PYRN Council
The PYRN Council should meet yearly. When possible these meetings will be organized together with major permafrost conferences.
8.3 Manner of Acting
The act of the majority of the PYRN council members present at a meeting at which a quorum is present shall be the act of the PYRN council. Such actions shall take the form of resolutions and shall be included in the records of PYRN.
Article 9 – Assets
9.1 Financial affiliation
PYRN is established as a sub-entity of the International Permafrost Association, as an official working group dedicated to the promotion of young researchers’ activities. The International Permafrost Association is a non-profit organization based in Longyearbyen, Norway. The property of PYRN is property of the International Permafrost Association.
9.2 Dedication of Assets
The property of PYRN is irrevocably dedicated to charitable purposes and no part of the net income or assets of PYRN shall ever inure to the benefit of any member, officer or members thereof or to the benefit of any private individual.
9.3. Distribution of Assets
Upon the dissolution or winding-up of PYRN, its assets remaining after payment, or provision for payment, of all debts and liabilities of PYRN, shall be distributed to the International Permafrost Association.
Article 10 – Contracts, Loans, checks and deposits
10.1 Financial affiliation
Financial transactions (see 9.3) are entirely integrated in the treasury system of the International Permafrost Association. The PYRN budget is part of the International Permafrost Association’s budget. The International Permafrost Association receives funds and performs payments in the name of PYRN. The transactions are performed by the PYRN treasurer and validated beforehand by the IPA secretariat and the IPA president. The financial officer shall handle the accounting of the PYRN budget and report to the IPA secretariat annually.
10.2 Contracts
The EC may authorize any officer or officers, NR or NRs to enter into any contract or execute and deliver any instrument in the name of and on behalf of PYRN, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
10.3 Loans
No loans shall be contracted on behalf of PYRN and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the EC and the IPA. Such authority may be general or confined to specific instances.
10.4 Cheques, Drafts, Etc.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of PYRN, shall be signed by such officer or officers, agent or agents of the International Permafrost Association and PYRN and in such manner as shall from time to time be determined by resolution of the EC.
10.5. Deposits.
All funds of PYRN not otherwise employed shall be deposited from time to time to the credit of PYRN in such banks, trust companies, or other depositories as the IPA secretariat may select.
Article 11 – Waiver of notice
Unless otherwise provided by law, whenever any notice is required to be given to any EC member under the provisions of these bylaws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article 12 – Miscellaneous
12.1. Amendment
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire EC at any regular meeting or special meeting, provided that at least twenty days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
12.2 Seal
The PYRN seal shall be rectangular in form and shall contain its logo irrespectively of the colors used.
12.3. Fiscal Year, Audit, and Review
The fiscal year of PYRN is driven by the fiscal year of the International Permafrost Association. When possible an audit review should be performed every ten years.
12.4 Delivery of Notices
Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.
