ACADEMY BYLAWS
- Article 1:
- Article 2:
- Article 3:
- Article 4:
- Article 5:
- Article 6:
- Article 7:
- Article 8:
- Article 9:
- Article 10:
ARTICLE 1: NAME, PURPOSE, OFFICES & CORPORATE SEAL
1.1 Name
Name of this academy is herein after referred to as The Foundation.
1.2 Purpose
The Foundation is established for the purpose of promoting educational objectives by encouraging, learning and skill development in the various arenas of skull base disorders and management.
The Foundation also nurtures and supports the commercialization and transfer of knowledge, information and technology generated by research and sponsored programs. These activities may include investment of resources in firms, consortia, and other entities (such as small business investment corporations) provided these investments promote research and the commercialization of research and sponsored programs.
1.3 Offices
Principal office of The Foundation shall be in #14, Kalpavriksha, 1st Cross Road, 17th A Main, 5th Block Koramangala, Bengaluru – 560 095. Changes to the address can be made by the resolution of the Board of Directors. The Foundation may have such other offices either within or out of Karnataka State as required by the business of The Foundation from time to time.
1.4 Corporate Seal
The Foundation may have a corporate seal, a design and form to be determined by the Directors.
ARTICLE 2: BOARD OF DIRECTORS
2.1 General Powers
The business and affairs of The Foundation shall be managed by its Board of Directors (hereinafter, “Board of Directors”. Each individual member of the Board of Directors shall be referred to as a “Director”). The Foundation’s Board of Directors shall have the power to enter all contracts necessary to carry out the purposes of The Foundation.
2.2 Number and Qualifications
The initial Board of Directors shall be appointed by the Incorporators. The minimum number of Directors on the Board of Directors shall be three. The total number of Directors on the Board of Directors may be increased or decreased within the range set forth upon a vote of the entire Board of Directors. Any new seat(s) created on the Board shall be filled at the next annual general meeting of the Board of Directors.
2.3 Election and Term
The Directors shall be appointed by the Board of Directors. The terms of all Directors shall expire at the annual general meetings of the Board of Directors. Despite the expiration of a Director’s term, he or she will continue to serve until he or she is reappointed, until a new Director is appointed to fill the Directorship, or the Board of Directors votes to reduce the number of Directors and eliminate this Directorship. If a Director does not complete his or her term for any reason, including, but not limited to death, resignation or removal, the new Director appointed to fill the resulting vacancy will be appointed for the remainder of the term of the prior Director.
2.4 Resignation
A Director may resign at any time by written notice delivered to the Board of Directors or the President or Secretary of The Foundation. A resignation will be effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date of the resignation.
2.5 Annual Meetings
Regular meetings shall be called as necessary at such time and place as the Board of Directors may determine as necessary throughout the year.
2.7 Special Meetings
Special meetings of the Board of Directors may be called by the President of the Board of Directors or by a majority of the full Board of Directors. A majority of members of the full Board of Directors may fix any place, either within or without the defined location, for holding any special meeting of the Board of Directors.
2.8 Informal Action by Directors
Except when required otherwise by these Bylaws, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, including electronic signatures, setting forth the action so taken, shall be signed by not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors entitled to vote thereon were present and voting.
2.8 Informal Action by Directors
Except when required otherwise by these Bylaws, any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, including electronic signatures, setting forth the action so taken, shall be signed by not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors entitled to vote thereon were present and voting.
2.9 Notice of Meetings
Written notice of all meetings stating the place, day, and hour of the meeting, and in the case of a special meeting, the purpose, or purposes for which the meeting is called, shall be delivered to each Director. In the case of a removal of one or more Directors, a merger, consolidation, dissolution, or sale, lease, or exchange of assets, written notice shall be delivered to each Director. The notice shall be delivered by mail to each Director as it appears on the records of The Foundation. Any Director may waive, in writing, notice of any meeting. The attendance of a Director at any meeting shall also constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
2.10 Participation in Meetings
Directors may participate in and act at any meeting of the Board of Directors or a Committee using a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such manner shall constitute attendance and presence in person at such meeting of the person or persons so participating Directors may not act by written proxy on any matter.
2.11 Quorum
A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business, but if less than a majority of the Board of Directors is present, a majority of those Directors present may adjourn the meeting from time-to-time without further notice.
2.12 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 unless the act of a greater number is required by these Bylaws.
2.13 Conflict of Interest
A Director shall abstain from voting on any matter in which that Director, directly or indirectly, has a material or financial interest. Donations to The Foundation, regardless of their source, shall not be considered to create material or financial interest in any person for the purposes of this section. Any and all aspects of applicable state and national laws governing conflict of interest shall be followed.
2.14 Vacancies
Any vacancy occurring in the Board of Directors, for reasons other than the expiration of a term of a Director, shall be filled by appointment by the Board of Directors.
2.15 Committees
The Board of Directors may, by resolution, designate committees of not fewer than two individuals. To the extent specified by the Board of Directors, each committee may exercise the authority provided however, a committee may not:
- a) adopt a plan for the distribution of the assets of The Foundation, or for dissolution
- b) fill vacancies on the Board of Directors or any of its committees
- c) elect, appoint or remove any officer bearer or Director or member of any committee
- d) adopt, amend or repeal the Bylaws
- e) adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of any property or assets of The Foundation
- f) amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee
Individuals who are not The Foundation Directors may serve on committees. The Board of Directors also may create and appoint persons to an advisory body which may or may not have The Foundation Directors as members. The authority of an advisory body is limited to making recommendations to the Board of Directors.
2.16 Removal
Any Director appointed by the Board of Directors may be removed by the Board of Directors when in its judgment the best interests of The Foundation would be served thereby, but to the extent required by law, such removal shall be without prejudice to the contract rights of the person so removed. Election or appointment of a Director shall not of itself create any contract rights. Removal of a Director shall require an affirmative vote of a majority of the Directors then in office present and voting at a meeting of the Board of Directors at which a quorum is present. Action to remove a Director may not be taken informally under Section 2.8. Notice of such meeting must be made in accordance with the Notice provision of Section 2.9 and shall state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the Notice. Only the named Director(s) may be removed at such a meeting.
2.17 Staff
The Board of Directors may employ staff as it deems necessary, and shall fix the salary, responsibilities, and other considerations of employment.
ARTICLE 3: OFFICERS
3.1 Officers
Officers of The Foundation may be Directors. The Officers of The Foundation shall include a President, a Secretary, a Treasurer, Coordinator for Development of the Skull Base Academy, Coordinator for Skull Base Education, Coordinator for Health Policy, Coordinator for International Affairs, Coordinator for Research and Quality Improvement, Ethics Committee Chair and any such Assistant Treasurers and Assistant Secretaries or other Officers as may be appointed by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Secretary.
3.2 Election and Term
The Officers of The Foundation shall be elected annually by the Board of Directors at the annual general meeting of the Board of Directors. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until his successor shall have been duly elected and shall have qualified or until he or she shall resign or shall have been removed in the manner hereinafter provided.
3.3 Removal
Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors when in its judgment the best interests of The Foundation would be served thereby, but to the extent required by law, such removal shall be without prejudice to the contract rights of the person so removed. Election or appointment of an officer or agent shall not of itself create any contract rights. Removal of an Officer shall require an affirmative vote of a majority of the Directors then in office present and voting at a meeting of the Board of Directors at which a quorum is present. Action to remove an Officer may not be taken informally under Section 2.8. Notice of such meeting must be made in accordance with the Notice provision of Section 2.9 and shall state that a purpose of the meeting is to vote upon the removal of one or more Officers named in the Notice. Only the named Officer(s) may be removed at such a meeting.
3.4 Vacancies
Vacancies may be filled, or new offices filled at any meeting of the Board of Directors. A vacancy in any office because of death, resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
3.5 President
The President, or in his/her absence, the Immediate Past President, shall preside at all meetings of Directors and shall be the Chief Executive Officer of The Foundation, and in general supervise and control all business and affairs of The Foundation, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
3.6 Immediate Past President
In the absence of the President or in the event of his/her inability or refusal to act, the Immediate past President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all restrictions upon the President.
3.7 Treasurer
If required by the Board of Directors, the Treasurer shall, at the expense of The Foundation, give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He or she shall:
- (a) have charge and custody of and be responsible for all funds and securities of The Foundation
- (b) receive and give receipts for money due and payable to The Foundation from any sources whatsoever and deposit all such moneys in the name of The Foundation in such banks, trust companies or other depositories as shall be selected by the Board of Directors
- (c) furnish each Director with a copy of the annual report of audit of The Foundation
- (d) sign cheques and approve expenditures; if the Treasurer is unavailable to sign checks or approve expenditures, another individual authorized by the Board may perform these tasks
- (e) perform all duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned to him/her by the Board of Directors.
3.8 Secretary
The Secretary shall thereof in general perform all duties incident to the office of Secretary and such other duties as may from time-to-time be assigned to him or her by the Board of Directors:
- (a) keep the minutes of the meetings of the Board of Directors
- (b) see that all notices are given in accordance with the provisions of these Bylaws and as required by law
- (c) be custodian of the corporate records
- (d) certify the Bylaws, resolutions of the Board of Directors and any committees thereof and other documents of The Foundation as true and correct copies
3.9 Assistant Treasurers and Assistant Secretaries
The Assistant Treasurers and Assistant Secretaries shall, respectively, if required by the Board of Directors, give bonds at the expense of The Foundation for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors may determine. The Assistant Treasurers and Assistant Secretaries in general shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Board of Directors.
ARTICLE 4: FINANCES
4.1 Contracts
The Board of Directors may authorize any Officer or Officer’s agent, or agents, to enter any contracts or execute and deliver any instrument in the name of and on behalf of The Foundation, and such authority may be general or confined to specific instances.
4.2 Loans and Property Transactions
The Foundation shall have the power to contract for loans, and to purchase, sell, rent or lease real or personal property.
4.3 Checks
All checks, drafts or orders for payment of money, notes or other evidence of indebtedness issued in the name of The Foundation shall be signed by the Treasurer or by such Officer or agent of The Foundation and in such manner as shall from time-to-time be determined by the Board of Directors. All expenditures require the signature of the President and either the Treasurer or the Assistant Treasurer.
4.4 Deposits
All funds of The Foundation not otherwise employed shall be deposited from time-to-time to the credit of The Foundation in such banks, trust companies, investment companies or other depositories as the Board of Directors may select.
4.5 Finance Committee
A finance committee shall be appointed annually by the President. The finance committee shall be chaired by the Secretary and the Treasurer of The Foundation. The committee shall from time to time advise the Board of Directors with respect to the financial policies of The Foundation. It shall suggest ways and means of conserving revenues. The finance committee shall be responsible for assisting the administration in establishing the budget necessary to meet requirements of The Foundation’s program of work. The finance committee shall be responsible for determining the ways and means by which budget requirements are met.
At the annual general meeting of the Board of Directors, the finance committee, in conjunction with the President, shall present a budget of estimated income and expenditures for the subsequent year and submit it to the Board of Directors.
4.6 Annual Budget
As soon as practicable after election of a new Board of Directors and officers at the annual general meeting, the Board of Directors shall adopt the budget for the coming year.
4.7 Annual Audit
The accounts of The Foundation shall be audited annually as of the close of the financial year by either an internal audit committee or a certified accountant to be decided by the Board of Directors or an external auditor decided by the Board of Directors whichever is applicable.
ARTICLE 5: DISSOLUTION
The Foundation may be dissolved upon approval of two-thirds of the entire Board of Directors. Upon dissolution of the corporation, the Board of Trustees, after paying or making provisions for the payment of all liabilities of the corporation, will dispose of all assets of the corporation.
ARTICLE 6: ELECTRONIC COMMUNICATION
Whenever any action under the provisions of these Bylaws is required to be “written” or “in writing” or whenever these Bylaws require “written consent” or “written approval” from any Director or committee member, the term “written” shall include communication transmitted or received by electronic means with or without digital signature as necessary.
ARTICLE 7: WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these Bylaws, 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.
ARTICLE 8: INFORMATION AS TO MATTERS TO BE CONSIDERED AT MEETINGS
Upon written request by any Director to the Secretary (or) the Treasurer, the Secretary (or) the Treasurer shall forthwith communicate to such Director at his or her address as it appears on the records of The Foundation, by mail or other electronic means, a statement of all matters known to the Secretary (or) the Treasurer to be considered and voted upon at any regular or special meeting of the Board of Directors.
ARTICLE 9: STATEMENT OF NONDISCRIMINATION
It is the policy of World Skull Base Foundation not to discriminate on the basis of race, colour, national or ethnic origin, or disability in the provision of any of its programs, services, activities or benefits.
ARTICLE 10: AMENDMENTS
These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the Board of Directors then in office, when taken at a meeting at which a quorum is present, of which written notice setting forth the proposed alteration, amendment or repeal shall be given to each Director in accordance with Section 2.9 of these Bylaws.
