ARTICLE I
OFFICES
1.1. Offices.

The principal offices of the Academy shall be located at 3, Oduyemi Street, Off Anifowoshe, Ikeja, Lagos, Nigeria or such other locations as the board may determine. The Academy shall have other offices at such other places as the Governing Council may from time to time designate or as the business of the Academy may require.

ARTICLE II
PURPOSES

2.1. Purpose

The purpose of the Academy is to disseminate advanced knowledge in science and technology, by providing teaching and research facilities in emerging and futuristic areas of inter-disciplinary and multi-disciplinary areas—whether the focus is natural sciences, life sciences, mathematical and computational sciences, medical sciences, engineering, applied art, humanities, social sciences, law relating to these areas.

To this end, among other activities, the Academy:
Promote collaboration between scientific institutions and the exchange of people and scientific knowledge

Provide sound scientific advice to the Nigerian Government for effective policy formulation.

Establish and maintain association and relations between Nigerian scientists and the international scientific community.

Promote scientific activities that contribute to human and social development, as well as to the integration of Nigeria and Africa

Promote scientific policy studies that contribute to the stable and continuous development of Nigeria, Africa and the world at large.

Foster interest in science at different educational levels and among the entire population.

Publish and assist in the dissemination of scientific knowledge.

Promote science and scientific research to solve national problems.

Strengthen innovation and technological entrepreneurship processes in the country.

ARTICLE III
ACHIEVEMENT OF ITS PURPOSES

For the achievement of its purposes, the Academy:
Hold plenary meetings of its members

Will organize working groups on specific topics with the participation of its members, its staff, and scientists from Nigeria and internationally

Enhance scientific researches on areas of special importance with the active involvement of Nigerian scholars from all disciplines

Promote and participate in the creation of similar scientific networks, centers, and organizations and cooperate with existing ones

Promote and participate in the organization of meetings, workshops, internships, seminars, conferences, and other similar activities, in which its members, staff, and Sustain the active engagement and benefits of women and other underprivileged and marginalized groups in all scientific works

Exalt the works of Nigerian scholars for the world community

Create appropriate channels to disseminate major findings in all disciplines

Create a network among Nigerian scholars and science and art community around the world

Will use the other work systems and mechanisms that are necessary.

ARTICLE IV
MEMBERSHIP

4.1 Members

4.1.2 The members of the Academy of Innovative Research, Science & Technological Development shall consist of Fellows, Associate Fellows and Honorary Fellows as may from time to time be elected in accordance with the Bye-Laws, and those Fellows who have chosen to transfer to Emeritus Fellowship.

4.1.3 The Fellowship of the Academy shall include:
4.1.4 In what follows (unless specified to the contrary) ‘Fellow’ refers to a Fellow other than a Associate Fellow, Honorary Fellow or Emeritus Fellow.

4.1.5 All members will abide by the established Academy Code of Ethics. The Academy and its Council shall not discriminate against any person on the basis of race, colour, ethnic ancestry, national origin, religion, creed, age, gender, sexual orientation, marital status, medical condition, or physical disability.

4.2 Application for Membership

4.2.1 Applicants for membership shall submit an application to the Academy in compliance with the current policy established by the Governing Council. The applicant may be assessed an application fee established by the Governing Council. The Council shall have ultimate authority for granting membership.

Eligibility

4.3.1 A person may be elected a Fellow if he or she:-
4.3.2 has attained distinction in any of the branches of study which it is the object of the Academy to promote;
4.3.4 is, in the judgment of the Council, whose decision on the matter shall be final.

4.4 Numbers of Fellows

4.4.1 The number of Fellows (other than Associate and Honorary Fellows) elected in any one year shall be subject to a limit agreed by a general meeting of Fellows on the recommendation of Council.

4.4.2 Any Fellow who indicates, at a time of his or her own choosing, after an age specified by Council, that he or she wishes to take no further active part in the work of the Academy, shall receive the title of ‘Emeritus Fellow’ and shall cease to be liable to the duties of Fellowship. Emeritus Fellows shall in other respects retain the rights and privileges of Fellowship.

4.5. Honorary Fellows

4.5.1 A person may be elected an Honorary Fellow if he or she has contributed signally to the promotion of the purposes for which the Academy was founded.

4.5.2 leading figures or philanthropists who have themselves done distinguished work in the Academy’s field of interest or promoted or advanced the causes for which the Academy was founded

4.5.3 The number of Honorary Fellows elected in any one year shall be subject to a limit agreed by a general meeting of Fellows on the recommendation of Council.

4.6 Duties

4.6.1 It shall be the duty of a Fellow to comply with such requirements as are agreed by a general meeting of Fellows on the recommendation of Council.

4.7 Subscription

4.7.1 Fellows who have reached an age agreed by the Fellows in general meeting on the recommendation of Council shall not be liable to pay any annual subscription but shall have all the rights and privileges of Fellows.

4.7.2 If the annual subscription of a Fellow is in arrears for more than one year the Council may, if it does not receive a satisfactory explanation for non-payment, remove his or her name from the list of Fellows, and thereupon he or she will cease to be a Fellow subject to the power of the Council to reinstate him or her if thought fit.

4.7.3 Each Fellow shall pay such annual subscription as may from time to time be determined by a general meeting of the Fellows of the Academy: provided that in special cases the Council may remit the annual subscription.

4.7.4 The annual subscription shall be generally agreed by Council.

4.7.5 A person shall not become a Fellow until he or she has paid the first subscription due from him or her under this Bye-Law.

4.8 Rights and Responsibilities

4.8.1 Fellows in good standing may nominate and appraise candidates for election to membership in the Academy.

4.8.2 Fellows in good standing may nominate and vote for Officers, Directors, and Council members.

4.8.3 Corresponding and Honorary fellows may nominate candidates for election to membership in the Academy.

4.8.4 Fellows, Corresponding and Honorary fellows may participate in Academy meetings in accordance with the Academy’s bye-law. In accordance with the Academy’s Bye-law, Fellows, Corresponding and Honorary fellows are responsible for supporting the Academy with both the intellectual and financial resources necessary to advance its work.

4.9 Aids

4.9.1 The Academy shall make no dividend or aids to Fellows of any category; but this shall not prevent them from:-

4.9.2 being appointed to research posts

4.9.3 No Fellow shall participate in any decision to be made within the Academy relating to the nomination of lecturers, the award of prizes or medals, or the making of research appointments or research grants if he or she is a candidate or should reasonably anticipate that he or she may become a candidate.

4.9.4 Any Fellow who has an actual or potential conflict of interest in relation to any Academy business shall declare it and shall comply with Academy policies in relation to the business in question.

being reimbursed expenses incurred on Academy business

receiving from the Academy lecture fees, prizes or research grants

4.9.7 being remunerated in accordance with other provisions of these Bye-Laws

4.10 General Meeting

4.10.1 A general meeting of the Fellows (called the Annual General Meeting) shall be held each year at a time fixed by the Council.

4.10.2 Other general meetings of the Fellows may be held as determined from time to time by the Council.

4.10.3 A general meeting shall also be called within three months of a request being made to the Chief Executive Officer and the General Secretary in writing signed by a minimum of 10 Fellows.

4.10.4 At least twenty-one days before the date fixed for the general meetings of the Fellows the Council shall give or dispatch by ordinary post or through email addresses to each Fellow written notice of the time and place of the general meeting of the Fellows and of the business, including any resolution, to be transacted thereat: provided that no proceedings at any such meetings shall be invalidated by any accidental failure to comply with this requirement.

4.10.5 Corresponding, Honorary and Emeritus Fellows may attend a general meeting of the Fellows but shall not be entitled to vote thereat.

4.11 Termination of Membership

4.11.1 Members whose dues are delinquent shall be notified by a staff representative of the Academy of such delinquency by the end of February of the year concerned. If the dues remain delinquent 30 days after such notification, membership benefits shall be suspended and, at some time thereafter, terminated by staff pursuant to Council-approved policy. An individual whose membership has been so terminated may apply for membership by following the procedures set forth. The Governing Council may assess a fee for reinstatement.

4.11.2 Any member may submit a resignation, in writing, to the Chief Executive Officer. The member shall cease to be a member of the Academy as of the date such resignation is submitted. Dues paid are not refundable.

4.11.3 The Governing Council may expel any member from the Academy who no longer meets membership requirements or who is found to be in violation of the Code of Ethics under the rules of order of the Ethical Practices Committee. A member who is expelled may file a grievance with the Governing Council. The grievance procedure shall be set forth in the Academy governing documents.

4.12 Termination of Membership by Governing Council

4.12.1 The Governing Council may terminate the membership of any member of the Academy who no longer meets membership requirements or who is found to be in violation of the Academy Code of Ethics as recommended for termination by the Ethical Practices Committee under the current rules of order. A member who has his or her membership terminated may file an appeal with the Governing Council and will be provided due process as outlined in the Academy governing documents.

4.13 Membership Reinstatement. 

4.13.1 Subsequent reinstatement may be granted as described in the Academy governing documents.

ARTICLE V
GOVERNANCE

5.1 Governance.

The Academy shall be governed by a Governing Council under the provisions of the laws of the state of incorporation governing nonprofit organization limited by guarantee. The Governing Council shall initiate and establish the policies governing the Academy and shall be responsible to the membership for the strategic direction of the Academy. The Council, working in collaboration with the Academy’s Chief Executive Officer and staff, will ensure that the strategic direction of the Academy is carried out.

5.2 Composition. 

The Governing Council shall be composed of twelve (12) fellows, including the Chairman, 1st Vice Chairman, 2nd Vice Chairman, Chairman-Elect, Immediate Past Chairman, and nine (9) members-at-large. Each of the members of the Governing Council shall have the power to vote on issues to be decided by the Governing Council and to attend to the daily administrative and financial affairs of the Academy. The Chief Executive Officer shall serve as an ex-officio member of the Governing Council without vote.

ARTICLE VI
GOVERNING COUNCIL

Section 6.1. General Powers.

The authority for the governance of the Academy and the fiduciary responsibility for the Academy shall be vested in a Governing Council (the “Council”). It shall be responsible for reviewing and ensuring the adequacy of all of the Academy’s governance procedures.

The Council shall determine the number, place, and time of meetings of members in accordance with the Academy’s Bye-Law. The Council may assess dues of Fellows, Associate Fellows and Honorary Fellows. The Council may suspend, expel, or disenfranchise a Council of the Academy for cause by an affirmative vote of two-thirds of the members of the Council.

The Council shall approve the Committee on Membership’s list of Fellows, Associate Fellows and Honorary Fellows for election to the Academy and may remove the name of any nominee on the list. The Council’s list of newly elected Fellows shall be published by the Executive Secretary.

Section 6.1. Governing Council

The Council shall be composed of not fewer than nine or not more than twenty-one members including Directors of the Council and the Officers of the Academy.

The number of Directors may be altered by an affirmative vote of a majority of the members of the Council then in office. The members of the Council shall represent a diversity of regions, disciplines, and professions, including academic, financial, and organizational expertise.

The Officers shall include the Chair of the Governing Council, the Chair of the Council (who shall serve as a Vice Chair of the Council), the Chair of the Trust (who shall serve as a Vice Chair of the Council), other Vice Chairs as the Council may deem necessary, the Treasurer and the Executive Secretary.

Only Fellows are eligible to serve as Directors of the Council or Officers of the Academy.

Section 6.3. Terms and Elections.

The Directors of the Council shall be elected by the Fellows for terms of three years. Directors shall be eligible to serve no more than two consecutive three-year terms. Directors who have served two consecutive terms shall be eligible for election to the Council after an interval of one year from the completion of their second term.

There shall be staggered terms of office for Directors so that one-third of the directorships shall be up for election each year (or if the number does not evenly divide by four, the Council shall be divided as close to one-fourth as possible).

The Officers, except for the Chairman, shall be elected by the Fellows for terms of two years. Officers shall be eligible to serve no more than three consecutive two-year terms and no more than six consecutive years as a member of the Council, either as a Directors or an Officer.  Officers who have served three consecutive terms and/or six consecutive years as a member of the Council shall be eligible for election as an Officer or a Director after an interval of one year from the completion of their term.  The term of an Officer may be extended up to a maximum of one year by an affirmative vote of two-thirds of the members of the Council.  

Section 6.4. Council Meetings

The Council shall meet at least three times a year. A majority of Council members shall constitute a quorum at all meetings of the Council. When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the Academy’s Bye-Laws. Special meetings of the Council may be called by the Chair of the Council or by petition to the Council by any three Directors.

Section 6.5. Vacancy, Resignation, and Removal

Vacancies on the Council may be filled by the Chair of the Council until the next regularly scheduled election. A special subcommittee of the Council shall be formed to conduct a search to fill a vacancy for the Chair of the Council.

Council members may resign at any time by giving written notice of such resignation to the Chair of the Council.

Any Council member may be removed for cause by the affirmative vote of two-thirds of the members of the Council at a special meeting called for that purpose, provided that such Council member is given at least thirty calendar days’ notice of the proposed removal, the reasons for removal, and an opportunity to be heard at the meeting. The notice of the proposed removal shall be included in the notice of the meeting.
ARTICLE VII
ADVISORY BOARD

Section 7.1. General Powers.

There shall be an Advisory Board that advises the Council primarily on the academic work of the Academy, including studies and projects, publications, archives, and other programmatic matters. The Advisory Council shall provide oversight of the scholarly and policy research activities of the Academy and its publications; present to the Council any proposed policies and strategies related to the academic studies, commissions, publications, and other programmatic initiatives of the Academy; review and recommend to the Council for their approval all academic studies and commissions undertaken in the name of the Academy; provide advice regarding the Academy’s publications.

The Advisory Board may recommend to the Board the creation of committees of the Council as may be required to support its work.

Section 7.2. Members of the Advisory Board

There shall be up to nineteen voting Advisory Board members, including the Chair of the Council, plus ex officio members as provided in these Bylaws. The Advisory Board shall include two voting Council members from each Class of membership and up to eight additional voting Council members who represent the membership at large. The Advisory Board may include members of the Council and the Trust. The Advisory Board members shall represent a diversity of regions, disciplines, and professions.

Section 7.3. Terms and Election

Advisory Board members shall be proposed by the Nominating Committee, approved by the Council, and then elected by the Fellows for terms of four years. Advisory Board members shall be eligible to serve no more than two consecutive three-year terms. Advisory Board members may be reelected after an interval of one year from the completion of their second term.

There shall be staggered terms of office for Advisory Board members so that one-third of the Board shall be up for election each year (or if the number does not evenly divide by four, the Board shall be divided as close to one-fourth as possible).

Section 7.4. Advisory Board Meetings.

The Advisory Board shall ordinarily meet at least twice a year. A majority of Advisory Board members shall constitute a quorum at all meetings of the Advisory Board. When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the Bylaws.

Section 7.5. Vacancy, Resignation and Removal

Any vacancies in an Advisory Board member position occurring prior to the expiration of the term may be filled by the Chair of the Advisory Board, with approval of the Chair of the Council, until the next regularly scheduled election cycle.

Any Advisory Board member may resign at any time by giving written notice of such resignation to the Chair of the Advisory Board.

Any Advisory Board member may be removed for cause by the affirmative vote of two-thirds of the members of the Council at a special meeting called for that purpose, provided that such Advisory Board member is given at least thirty calendar days’ notice of the proposed removal, the reasons for removal, and an opportunity to be heard at the meeting. The notice of the proposed removal shall be included in the notice of the meeting.

ARTICLE VIII
TRUST

Section 8.1. General Powers

There shall be a Trust that advises the Council primarily on such matters as development, programmatic impact, and public relations; and may also be consulted on other matters such as studies and projects and regional activities, in support of the intellectual goals of the Academy.  The Trust shall provide oversight of the Academy’s fundraising activities; advise on and assess the impact of the Academy’s projects and studies; formally evaluate the organization’s performance as it relates to its mission and goals; advise the Council on strategies to enhance the organization’s standing and image with the Academy membership and the public.

Section 8.2. Members of the Trust

There shall be at least six members of the Trust and not more than ten. The Trust shall include the Chair of the Trust and such other Officers as may be deemed necessary for the work of the Trust.

Section 8.3. Terms and Appointment

Trust members shall be proposed by the Nominating Committee and shall be appointed by the Governing Council for terms of four years. Trust members shall be eligible to serve no more than two consecutive four-year terms. Such Trust members may be reappointed after an interval of one year from the completion of their second term.

There shall be staggered terms of office for Trust members so that one-fourth of the Trust shall be up for appointment each year (or if the number does not evenly divide by four, the Trust shall be divided as close to one-fourth as possible).

Section 8.4. Trust Meetings

The Trust shall ordinarily meet at least twice a year. A majority of Trust members shall constitute a quorum at all meetings of the Trust. When a quorum is present, voting at any meeting shall be by majority vote except as required by law, the Academy’s Bylaws. Special meetings of the Trust may be called by a majority of the voting members of the Trust or by the Chair of the Trust.

Section 8.5. Resignation and Removal

Any Trust member may resign at any time by giving written notice of such resignation to the Chair of the Trust.

Any Trust member may be removed for cause by the affirmative vote of two-thirds of the members of the Council at a special meeting called for that purpose, provided that such Trust member is given at least seven days’ notice of the proposed removal, the reasons for removal, and an opportunity to be heard at the meeting. The notice of the proposed removal shall be included in the notice of the meeting.

ARTICLE IX
OFFICER DESCRIPTIONS

Section 9.1. Chair of the Governing Council

The Chair of the Governing Council, an Officer of the Academy, shall oversee the affairs of the Academy, in consultation with the Council; shall ensure the proper functioning of the Council; and shall preside at meetings of the Council. The Chair of the Council shall submit nominations of committee chairs to the Council for appointment by the Council. In the absence of the Chair of the Council, a Vice Chair or other officer may preside at meetings of the Council. The Chair of the Council shall be an ex officio voting member of the Advisory Board, the Trust and all committees of the Academy, except the Audit Committee. Upon nomination by the Nominating Committee and approval of the nomination by the Council, the Chair of the Council shall be elected by the Fellows for a term of four years. .

Section 9.2. Chair of the Advisory Board

The Chair of the Advisory Board, a Vice Chair of the Council and Officer of the Academy, shall oversee the work of the Advisory Board with the advice of the members of the Advisory Board; shall ensure the proper functioning of the Advisory Board; and shall preside at meetings of the Advisory Board. In the absence of the Chair of the Advisory Board, a Vice Chair or other member of the Advisory Board may preside at meetings of the Advisory Board. The Chair of the Advisory Board shall be an ex officio voting member of the Trust and all committees overseeing studies, commissions, and publications. Upon nomination by the Nominating Committee and approval of the nomination by the Council, the Chair of the Advisory Board shall be elected by the Fellows for a term of four years.

Section 9.3. Chair of the Trust

The Chair of the Trust, a Vice Chair of the Council and Officer of the Academy, shall oversee the work of the Trust with the advice of the members of the Trust; shall ensure the proper functioning of the Trust; and shall preside at meetings of the Trust. In the absence of the Chair of the Trust, a Vice Chair or other member of the Trust may preside at meetings of the Trust. The Chair of the Trust shall be an ex officio voting member of the Advisory Board and all committees responsible for financial and public relations, except the Audit Committee. Upon nomination by the Nominating Committee and approval of the nomination by the Council, the Chair of the Trust shall be elected by the Fellows for a term of four years.

Section 9.4. Chairman

The Chairman shall serve for a two (2)-year term as Chairman of the Academy and shall serve as the Chairman of the Governing Council and preside over all meetings of the general membership of the Academy. The Chairman shall serve a term of one (1) year as Chairman-elect before assuming the office of Chairman and a two (2)-year term as Immediate Past Chairman (IPC) upon completion of the term of office as Chairman. The Chairman shall serve as the principal spokesperson for the Academy and represent the Academy’s interactions with other organizations and the public. A Chairman cannot serve three consecutive terms. A former Chairman may be nominated for reelection to the Governing Council after a hiatus of two terms (4 years).

Section 9.5. Chairman-Elect

The Chairman-Elect shall serve for a one (1)-year term as Chairman-Elect of the Academy. The Chairman-Elect shall assist the Chairman and perform the duties and responsibilities of the Chairman if the office is vacated or the Chairman absent. Two candidates for Chairman-Elect shall be nominated by the Nominations Committee from among eligible fellow members in good standing. Upon the expiration of the term of the Chairman-Elect, that officer shall succeed to the office of Academy Chairman.

Section 9.6. Immediate Past Chairman (IPC)

The Chairman shall, upon completion of term of office, automatically become Immediate Past Chairman for a one (1)-year term. The Immediate Past Chairman shall serve as Chair of the Nominations Committee and assistant to the Chairman in matters as delegated.

Section 9.7. Members-at-Large

Three members-at-large shall serve on the Governing Council. Three members-at-large shall be elected annually by the general voting Academy membership for a three (3)-year term. A call for nominations will be sent to the general membership, and any eligible fellow member may be nominated for a member-at-large seat. Candidates for member-at-large shall be reviewed by the Nominations Committee and this committee will provide the slate of nominees to the Governing Council. A member cannot serve consecutive terms on the Academy’s Governing Council as a member-at-large. A member may run for reelection to the Council after a two-term (6-year) hiatus. A member appointed to complete another Council member’s term is eligible for election to a consecutive term in his or her own right.

Section 9.8. Chief Executive Officer

The Chief Executive Officer shall be selected by the Governing Council and employed by the Academy to attend to the daily administrative and financial affairs of the Academy. Under the direction of the Governing Council, the Chief Executive Officer shall plan, organize, control, and direct the staff, programmes, and activities of the Academy.  If due to death, resignation, removal, incapacity, or otherwise subject to any applicable contractual provisions and legal considerations the Chief Executive Officer is unable to perform the duties of the office, the Chief Executive Officer shall be replaced temporarily by a senior Academy staff member selected by the Chairman and approved by the Governing Council.

Section 9.9. Treasurer

The Treasurer, an Officer of the Academy, shall oversee the financial affairs of the Academy, and shall serve as an ex officio voting member of the Trust, Advisory Board, and all committees, charged with overseeing the Academy’s finances except the Audit Committee. The Treasurer shall perform such duties as may be requested by the Council and shall report annually to the membership. Upon nomination by the Nominating Committee and approval of the nomination by the Council, the Treasurer shall be elected by the Fellows for a term of four years.

Section 9.10. Executive General

The Executive General, an Officer of the Academy, shall oversee the proceedings, documents, minutes, and records of the Academy. The Executive General shall oversee the membership selection process. The Executive General shall serve as an ex officio voting member of the Advisory Board, the Trust, and the Membership Committee. Upon nomination by the Nominating Committee and approval of the nomination by the Council, the Executive General shall be elected by the Fellows for a term of four years.

Section 9.11. Vacancy

In the event of a position of member-at-large becoming vacant, the Council shall appoint the candidate with the next highest vote count from the most recent election to complete any unexpired term(s) as soon as possible after the vacancy occurs. A member-at-large so appointed shall take office at once, shall serve until the end of his predecessor’s term, and may be elected to serve a regular term. In the event of a vacancy in the position of Executive General/Treasurer, the Chairman shall have the power to appoint a successor from among the members-at-large. In the event of a vacancy in the position of Chairman-elect, a special election will be called by the Nominations Committee.

Section 9.12. Removal

Any member of the Governing Council may initiate the procedure for the removal of another member of the Council for cause (as defined below) upon a motion made at any duly convened meeting of the Governing Council, or to the Executive Committee, as applicable, by presenting such evidence as the Council Member deems sufficient to show that such other Council Member should be removed for “cause.” The policy shall define “cause” as follows:
A Council Member breach of any material duty or obligation under the Academy’s Articles of Incorporation, Bylaws, or Academy governing documents;

A Council Member willfully or recklessly engages in misconduct that causes material harm to the Academy;

A Council Member has been absent from three (3) consecutive regular meetings of the Governing Council without just cause as determined by the Governing Council. 

Section 9.13. Compensation

The Governing Council, with the exception of the Chief Executive Officer, shall not receive any compensation for their services as members of the Governing Council. However, legitimate expenses incurred by Council members in fulfilling their duties may be compensated if previously authorized by the Council. The Chief Executive Officer shall receive financial compensation as determined by the Governing Council in recognition of the time commitment required to fulfill the duties of the office.

Section 9.14. Conflict of Interest

Any member of the Council who has a personal interest in, or a relationship with, a person or entity having interest in any proposed transaction or executive action for the Academy shall be required to disclose that interest or relationship to the Governing Council prior to a vote thereon. The Council member with said interest will be prohibited from voting thereon and will refrain from participating in the discussions on the advisability of such transaction or action.

ARTICLE X
COMMITTEES OF GOVERNING COUNCIL

Section 10.1. Committee Powers and Responsibilities

The Council shall delegate certain powers and responsibilities to the committees of the Council to advance the affairs of the Academy. Committees responsible directly to the Council shall be the Audit Committee, the Nominating Committee, the Finance Committee, the Investment Committee, Committee on Membership, and the Compensation Committee. Members of these committees shall be appointed by the Council for terms of three years, up to a maximum of two terms, upon nomination by the Nominating Committee. The committee may include members who are not members of the Council. The Chair of each committee shall be a member of the Governing Council and appointed by the Council for terms of three years, up to a maximum of two terms, upon nomination by the Chair of the Council. Action items by these committees shall be reported to the Council and approved by the Council where indicated in these bylaws. Each committee shall have a defined set of principles of operation. The Chair of the Governing Council, in consultation with the Council, may from time to time create such other committees as needed to address the affairs of the Academy.

Section 10.2. Executive Committee

The Executive Committee shall be appointed by the Council for purposes of continuity and mentoring of chairmanship leadership, an Executive Committee shall be established to be composed of the Chairman, 1st and 2nd Chairmen, Immediate Past Chairman (IPC), Chairman-elect, Chief Executive Officer and four members of the Council. The purpose of the Executive Committee is to maintain consistent communication and to streamline agendas for the Governing Council regularly scheduled meetings. The Executive Committee shall not have the authority to revise bylaws and shall not have the authority to remove Officers, Directors, Council members, or Trust members. Actions taken by the Executive Committee shall be reported to the Board.

A majority of Executive Committee members shall constitute a quorum at all meetings of the Executive Committee. When a quorum is present, voting at any meeting shall be by a majority vote, except as required by law, the Academy’s Bylaws.

Section 10.3. Committee on Membership

There shall be a Membership Committee appointed by the Council that shall manage the nomination and appraisal process for all Fellows, Associate and Honorary Fellows. It shall include the chairs of the five classes of Fellows (the “Class Chairs”). The Class Chairs shall be appointed to serve for terms of three years, which may be renewed up to a maximum of two consecutive terms.

Section 10.4. Nominating Committee

There shall be a Nominating Committee that is responsible for identifying, recruiting, and recommending Officers, Directors to serve on the Council (“Directors”), and Advisory Board members for election by the Fellows; and Trust members, and committee members for appointment by the Governing Council.

The Nominating Committee shall propose to the Governing Council a slate of Fellows to serve as Officers, Directors, and Advisory Board members. Fellows may submit to the Nominating Committee nominations for open positions during a time designated for nomination submissions. The Nominating Committee shall consult with the members of the Academy and the chairs of appropriate committees in proposing the slate. The committee shall nominate Fellows who have been, or have the potential to be, active in the affairs of the Academy.

The final slate will normally have one candidate for each position. However, nominations submitted by a written petition, signed by at least fifteen-five Fellows, and delivered to the Executive Secretary not less than 30 calendar days before the scheduled election shall be considered duly nominated and the candidates must appear on the ballot in addition to any others whom the Nominating Committee may designate.

Once the slate, including any candidates submitted by petition, is approved by the Governing Council, it shall be submitted to the Fellows for election. The Council shall determine the process for contested elections. The election shall be by mail ballot or electronic ballot of the Fellows in accordance with the Federal Republic of Nigeria law.

The election results shall be registered by the Executive Secretary, and the list of new Officers, Directors, and Advisory Board members shall be distributed to the members. The Nominating Committee shall submit nominations for appointment by the Council for Trust members and members of committees identified in these Bylaws or as directed by the Council.

The Chair of the Council shall nominate members of the Nominating Committee, who are appointed by the Council. The Nominating Committee shall consist of at least seven members and may include representatives from the Advisory Board, the Trust, and the Council. The Nominating Committee shall include at least two members who are not also members of the Advisory Board, the Trust, or the Council. The Council shall designate one of the appointed members to serve as Chair of the Nominating Committee.

Section 10.5. Finance Committee

There shall be a Finance Committee of not fewer than five members that shall oversee the Academy’s finances and ensure that appropriate use is made of its resources in order to sustain its long-term well-being. It shall review, approve, and recommend to the Council for its approval the annual budget of the Academy.

Section 10.6. Investment Committee

There shall be an Investment Committee of not fewer than five members that shall be charged with the responsibility for the management of the Academy’s endowment and other invested funds. It shall engage such outside investment professionals as may be appropriate in the exercise of its responsibilities. It shall collaborate closely with the Finance Committee in order to ensure that the Academy’s invested assets appropriately support the Academy’s budgeted activities.

Section 10.7. Audit Committee

There shall be an Audit Committee of not fewer than five members that shall seek to assure the integrity of the Academy’s activities, the preservation and proper accounting of its assets, and the application and use of appropriate financial accounting and other procedures in the conduct of the Academy’s affairs. The Council shall appoint an Audit Committee, which shall not include employees of the Academy, though employees may be called upon to assist the Committee in its work. The Chair of the Audit Committee may invite the Chair of the Council, or others to attend committee meetings. The Audit Committee shall appoint and review the results of independent auditors, who shall be hired to provide an annual audit of the Academy’s finances, and shall undertake such other activities as are provided for in its charter, which shall be reviewed and approved by the Council. It shall have the responsibility of certifying and recommending to the Council the approval of the Academy’s audited financial statements and tax returns. The Audit Committee shall have the authority to hire independent legal counsel to facilitate its work.

Section 10.8. Compensation Committee

There shall be a Compensation Committee of not fewer than five members that shall oversee the compensation practices of the Academy for all of its employees, including the Chief Executive Officer, whose performance it shall annually evaluate. It is charged with ensuring that these practices are appropriate for a nonprofit organization under the laws of the Federal Republic of Nigeria. It shall engage experienced, independent compensation consultants in the exercise of its responsibilities. It may also engage independent legal counsel as necessary.

ARTICLE XI
COMMITTEES OF THE ADVISORY BOARD

Section 11.1. Committee Powers and Responsibilities

The Advisory Board may delegate certain powers and responsibilities to committees to advance the affairs of the Advisory Board. Members of these committees shall be appointed by the Council for terms of three years, up to a maximum of two consecutive terms, upon nomination by the Nominating Committee. The committee may include members who are not members of the Advisory Board. The Chair of each committee shall be a member of the Advisory Board and appointed by the Council for a term of three years, up to a maximum of two consecutive terms, upon nomination by the Chair of the Council. Action items by these committees shall be reported to the Advisory Board. Each committee shall have a defined set of principles of operation. The Chair of the Advisory Board, in consultation with the Council, may from time to time create such other committees as needed to address the affairs of the Advisory Board.

ARTICLE XII
COMMITTEES OF THE TRUST

Section 12.1. Committee Powers and Responsibilities

The Trust may delegate certain powers and responsibilities to committees to advance the affairs of the Trust.  Members of these committees shall be appointed by the Council for terms of three years, up to a maximum of two consecutive terms, upon nomination by the Nominating Committee. The committee may include members who are not members of the Trust. The Chair of each committee shall be a member of the Trust and appointed by the Council for a term of three years, up to a maximum of two consecutive terms, upon nomination by the Chair of the Council. Action items by these committees shall be reported to the Trust. Each committee shall have a defined set of principles of operation. The Chair of the Trust, in consultation with the Council, may from time to time create such other committees as needed to address the affairs of the Trust.

ARTICLE XIII
NOMINATION AND ELECTIONS

Section 13.1. Nominations Committee

The Nominations Committee shall be chaired by the Immediate Past Chairman and consist of one (1) Governing Council member from each electoral class one (1) member from the immediate past term, and four (4) fellows. The Nominations Committee as a whole shall be broadly representative of membership practice settings and demonstrate geographic distribution and years in practice. Members of the Nominations Committee shall be selected by the Chair and approved by the Governing Council.

Section 13.2. Nominations

A call for nominations for three (3) member-at-large positions and one (1) Chairman-elect position will be sent to the Academy membership annually through Academy publications and electronic notification. A slate of eligible candidates of fellows for each member-at-large position and a slate for Chairman-elect shall be presented to the Governing Council by the Nominations Committee for consideration and approval. A minimum of two nominees per vacancy will be presented.

Section 13.3. Elections: Members-at-Large

The name and a brief biographical history of approved candidates shall be made available to the membership prior to the election. All eligible voting members shall be afforded the opportunity to vote using the method specified in the notice. The method specified must be reasonably accessible to these members. The three (3) candidates receiving the most votes within the time frame specified in the notice shall be awarded the positions of members-at-large.

Section 13.4. Elections: Chairman-Elect

The name and a brief biographical history of approved candidates shall be made available to the membership prior to the election. All eligible voting fellow members shall be afforded the opportunity to vote using the method specified in the notice. The method specified must be reasonably accessible to these members. The candidate receiving the most votes within the time frame specified in the notice shall be awarded the position of president-elect.

ARTICLE XIV
MEETINGS

Section 14.1. Annual Business Meeting (ABM)

The Academy shall hold a meeting of the general membership at least once a year. At each annual business meeting, members shall be informed of significant actions taken by the Governing Council since the last annual business meeting of the Academy.

Section 14.2. Annual Business Meeting Notice

The Academy shall notify its members of an annual business or special meeting, in writing (electronically, hard copy, or facsimile), no fewer than ten (10) days or more than sixty (60) days prior to such meeting.

Section 14.3. Special Meetings

At the request of the Governing Council or written demand of any members holding at least ten percent (10%) of all of the votes entitled to be cast, a special meeting shall be held regarding any issue submitted in writing. Notice of a special meeting shall include a written description of the matter or matters for which the meeting is called.

Section 14.4. Action of Members and Quorum

Any and all business pertaining to the interest of the Academy, unless otherwise specified by these bylaws, may be transacted at any scheduled member meeting. Fifty percent (50%) of the eligible members attending the annual conference must be present at a membership meeting to constitute a quorum on any matter. A majority of all eligible votes cast on any matter at a meeting at which a membership quorum is present is sufficient to approve any such matter that properly comes before the assembled membership.

Section 14.5. Governing Council Meetings

No fewer than four (4) meetings of the Governing Council shall be held each year, one at the time of the annual convention and the other three (3) meetings, including virtual meetings, at times and places deemed appropriate by the Governing Council. Additional meetings may be held at other times if requested by the Chairman or at least seven members of the Council. The Executive Secretary shall provide at least thirty (30) days notice (electronic, hard copy, or telephone) of additional meetings called by the Chairman or Governing Council. Special meetings of the Governing Council, for the purpose of conducting Academy business, may be called by the Chairman or Governing Council. Notice for these meetings will be provided by the Chief Executive Officer and/or the Chairman as expeditiously as possible.

Section 14.6. Attendance at Governing Council Meetings

Attendance at the Governing Council meetings will include the Chairman, the Chairman-elect, the Immediate Past Chairman, and all duly elected or appointed members-at-large. Additionally, the Academy’s Chief Executive Officer and any other Academy staff, as designated by the Chairman and the Chief Executive Officer, shall be in attendance for all or part of the meetings. Subject to the right of the Council to move into closed or executive session, the routine business portion (committee reports, Secretary/Treasurer summary, Chief Executive Officer report, and Chairman’s reports), of the quarterly Governing Council meetings will be open to members of the Academy in good standing and are for observation and educational purposes only. Members in good standing shall address the Governing Council during the routine business portion of the meeting if said member has submitted the request.

Section 14.6 (1). Member Attendance

The business portion of the Governing Council’s meeting is open to members in good standing for observation only. Members interested in attending all or part of the business portion of a regularly scheduled Governing Council Meeting shall notify the Chief Executive Officer in writing a maximum of 30 days prior and a minimum of 14 days prior to the meeting. Attendance may be limited due to available space. Members are responsible for their own travel and accommodations.

Section 14.6 (2). Members Connect

The Academy member in good standing shall address the Council during the Members Connect portion of the Council meeting agenda. A request to address the Council at a regularly scheduled Governing Council Meeting must be submitted to the Chief Executive Officer a maximum of 30 days prior and a minimum of 14 days prior to the meeting. The request must be submitted via registered mail addressed to the Chief Executive Officer. The member will be allowed five minutes to present. Members of the Governing Council may ask for clarifications during the member’s presentation; however, no immediate discussion or action from the Governing Council will be taken at that time.

Section 14.7. Quorum

At any meeting of the Governing Council, a majority of the Governing Council then in office shall constitute a quorum for the transaction of business.

Section 14.8. The Minutes

Minutes of all meetings of the Governing Council shall be recorded. They are to be subject to correction at the next meeting of the Governing Council. The minutes are to be kept at the Academy’s offices, where they may be inspected by any member. Minutes of all meetings shall be distributed to members of the Governing Council in a timely manner.

Section 14.9. Action by Mail or Telecommunications

Action taken during a meeting (face-to-face, conference call, or video conference) shall be valid when a simple majority of the directors present agrees to the action.  Video conference or teleconference attendance shall constitute the Governing Council’s presence in the meeting.  Any action required or permitted to be taken at any meeting of the Governing Council may be taken without a meeting if all members of the Council consent in writing (including electronic transmission) to the action and such consents are filed with the Secretary of the Academy.

ARTICLE XV
PUBLICATIONS

The Academy shall publish two publications, including a scholarly journal and a bulletin that disseminates information of relevance regarding science and technology and the operations and goals of the Academy, and such other publications as deemed appropriate and necessary by the Governing Council.

ARTICLE XVI
INTERDEPENDENT ORGANIZATIONS AND SPECIAL COMMITTEES OF THE ACADEMY

The Academy may enter into a professional relationship with other organizations when said relationship is mutually beneficial for those organizations and when the interdependent relationship promotes the mission and vision of the Academy as determined by the Academy’s Governing Council. As provided in the bylaws of the Academy, the Governing Council may also establish committees, as necessary, to guide and assist the Academy in its mission.

ARTICLE XVII
POLICIES AND PROCEDURES

Section 17.1. Policies and Procedures

Policies and procedures that are not inconsistent with applicable Federal Republic of Nigeria law, the Certificate of Incorporation, or Bylaws will be adopted by the Governing Council to govern the activities of the Academy.

ARTICLE XVIII
INDEMNIFICATION
Section 18.1. Liability

The personal liability of the Directors, Officers, members of the Council, and members of the Trust is hereby eliminated to the fullest extent permitted by the Federal Republic of Nigeria, as the same may be amended and supplemented, from time to time.

Section 18.2. Indemnification

The Academy shall, to the extent legally permissible, indemnify each person serving or who has served as a Director, Officer, member of the Council, or member of the Trust, against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by such person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which such person may be involved or with which such person may be threatened, while in office or thereafter, by reason of such person’s being or having been such a member or officer or, when requested by such person, by reason of such person’s serving or having served the Academy in any capacity referred to in the next paragraph.

Indemnification of persons serving or who have served as employees or other agents of the Academy, or at its request, as members, directors, trustees, officers, employees, fiduciaries or other agents of a corporation, trust or other organization in which the Academy has an interest, may be provided by the Academy, whenever and to the extent authorized by a majority of disinterested Directors.

Any such indemnification shall include payment by the Academy of expenses incurred in defending any such action, suit or other proceeding in advance of the final disposition thereof, upon receipt of an undertaking by the person indemnified to employ counsel satisfactory to the Academy and to repay such payment if it shall ultimately be determined by a court of competent jurisdiction that such person is not entitled to indemnification under this Article.

Notwithstanding the foregoing provisions of this Article, no indemnification shall be provided for any person with respect to any matter (a) as to which such person shall have been adjudicated in any proceeding not to have acted in good faith and in a manner he reasonably believes to be in the best interest of the Academy, and with such care as an ordinarily prudent person in a like position would use in similar circumstances or, to the extent that such proceeding relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan, or (b) disposed of by a compromise payment, pursuant to a consent decree or otherwise, unless such person shall have been determined to have acted in good faith and in a manner he reasonably believes to be in the best interest of the Academy, and with such care as an ordinarily prudent person in a like position would use in similar circumstances or, to the extent that such proceeding relates to service with respect to an employee benefit plan, in the best interest of the participants or beneficiaries of such employee benefit plan, such determination to be made by a majority of the disinterested Directors and, if such a person is a Director, after receipt of a favorable opinion of counsel.

The Academy shall purchase and maintain insurance on behalf of any person who is or was a Director, Officer, member of the Council, or member of the Trust, or other agent of the Academy, or who is or was serving at the request of the Academy as a member, director, trustee, officer, employee, fiduciary or other agent of a corporation, trust or other organization in which the Academy has an interest, against any liability incurred by such person in any such capacity, or arising out of that person’s status as such, whether or not the Academy would have the power to indemnify such person against such liability.

This Article shall not limit any right of indemnification existing independently of this Article.

As used in this Article, the terms “member,” “director,” “trustee,” “officer,” “employee” and agent” shall include their respective heirs, executors and administrators, and a “disinterested” person is one against whom the proceedings in question, or another proceeding on the same or similar grounds, are not then and had not been pending or threatened.

ARTICLE XIX
AMENDMENT OF BYLAWS

Section 19.1. Amendment of the Bylaws

Section 19.1 (1) The Academy Executive Committee may propose changes to the Academy Bylaws at any time.

Section 19.1 (2) Any proposal for change, and the accompanying rationale shall be circulated to all members of the Academy. Prior to a date that shall be set by the Academy Executive Committee, but shall not be less than fourteen (14) days nor longer than thirty (30) days from the date on which the proposal is circulated, those Fellows who do not hold emeritus status shall be entitled to register with the Executive Officer their approval, or disapproval of the proposal.

Section 19.1 (3) In the event that the proposal receives a majority of at least two thirds in support of its approval through the process set out in bylaw, the Academy Executive Committee and the Council must proceed to ratify the proposal as soon as reasonably possible.

Section 19.1 (4) New bylaws come into effect immediately after their ratification by the Council and Academy Executive Committee.

Section 19.1 (5) Any activity that commenced under the previous bylaws may be completed under either the new or previous bylaws, whichever is deemed by the Academy Executive Committee to be more appropriate to the particular activity.