Bye-Law & Constitution

(As Amended August 2, 2025)

ARTICLE I. NAME

Section 1.1: Name

The name of the organization shall be the Academy of Innovative Research, Science, Technological Development, Limited by Guarantee (hereinafter referred to as the "Academy" or “AcIRSTD”), A Not –For-Profit Organization in the Federal Republic of Nigeria.

ARTICLE II. OFFICES

Section 2.1: 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 Board of Directors may from time to time designate or as the business of the Academy may require.

ARTICLE III. PURPOSES

Section 3.1: Purpose

The purpose of the Academy is to promote science, technology, and innovation (STI) in Nigeria aimed at driving socio-economic growth, strengthening national competitiveness, and fostering sustainable development. The Academy bridges the gap between research and market-driven solutions to improve the quality of life and create wealth.

To this end, among other activities, the Academy shall:

Promote science, technology, and innovation (STI) in Nigeria, and Africa aimed at driving socio-economic growth, strengthening national competitiveness, and fostering sustainable development.

Bridge the gap between research and market-driven solutions to improve the quality of life and create wealth

Drive science, technology, and innovation (STI) for sustainable economic growth, improved human well-being, and competitive advantage.

Empower youth start-up entrepreneurship, focusing on STEM (Science, Technology, Engineering, and Mathematics) skills (AI, coding, data analysis) to drive economic growth, solve societal challenges like climate change, and foster entrepreneurship

Support early career scientists (ECRs) to overcome critical career hurdles, providing target grants mentorship, and networking opportunities to foster independence and career stability

Promote STEM (Science, Technology, Engineering, and Mathematics) awareness, foster critical thinking, and encourage healthy competition among students.

Create conditions for the development of scientific schools, the training of highly qualified scientific workers, the advanced training of scientists and specialists, including in foreign scientific centres

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.

Strengthen innovation and technological entrepreneurship processes in the country.

ARTICLE IV. ACHIEVEMENT OF ITS PURPOSES

For the achievement of its purposes, the Academy shall:

Hold plenary meetings of its members

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

Use the other work systems and mechanisms that are necessary.

ARTICLE V. MEMBERSHIP

Section 4.1: Members

4.1.1: The members of the Academy of Innovative Research, Science & Technological Development shall consist of Fellows, and Honorary Fellows as may from time to time be elected in accordance with the Bylaws.

4.1.2: All members shall abide by the established Academy Code of Ethics. The Academy and its Board 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.

Section 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 Board of Directors. The applicant may be assessed an application fee established by the Board. The Board shall have ultimate authority for granting membership.

Section 4.3: Eligibility for Fellowship

To be considered for election as a Fellow of the Academy of Innovative Research, Science & Technological Development, a candidate must meet the following criteria:

4.3.1: Degree Requirement: The candidate must hold a Ph.D. or an equivalent terminal degree in a recognized scientific discipline.

4.3.2: Experience: The candidate shall possess a minimum of five (5) years of post-doctoral professional experience, actively engaged in scientific research, teaching, or industry application.

4.3.3: Scientific Excellence: The candidate shall demonstrate sustained academic or professional excellence of international standing. This is typically evaluated through a significant body of published public health, natural science, or applied research.

4.3.4: Citation Metric (Optional but common): The candidate should have a verified citation history (e.g., an h-index of minimum of 10 or higher) in major academic databases like Scopus or Google Scholar, with a track record of being a primary, senior, or corresponding author on peer-reviewed papers.

Section 4.4: The Nomination Process

4.4.1: Primary Nominator: Candidates cannot apply directly; they must be nominated by an active Fellow of the Academy in good standing.

4.4.1: Documentation: The principal nominator shall submit an official nomination packet, which shall include a comprehensive Curriculum Vitae (CV), a summary of the candidate's principal scientific achievements (typically up to 250 words), and at least two letters of support from established scientists in the same field

Section 4.5: Annual Subscriptions and Fees

4.5.1: Annual Dues. Each member shall pay an annual subscription. The amount is decided by the Board of Directors and published yearly.

4.5.2: Due Date. Annual subscriptions are due on January 1st. New members shall pay their first subscription before they are officially added to the member list.

4.5.3: Arrears and Penalties. If a member does not pay by April 1st, he/she is in default. Defaulted member shall loose all rights and privileges.

4.5.4: Termination. If fees remain unpaid for two years, the Board may end the membership.

4.5.5: Reinstatement. Members removed for non-payment can join again by paying all owed money

Section 4.6: General Meeting

4.6.1: A general meeting of the Fellows (called the Annual General Meeting) shall be held each year at a time fixed by the Board of Directors.

4.6.2: Other General Meetings of the Fellows may be held as determined from time to time by the Board of Directors.

4.6.3: A General Meeting shall also be called within three months of a request being made to the Registrar/Chief Executive Officer and the General Secretary in writing signed by a minimum of 10 Fellows.

4.6.4: At least twenty-one days before the date fixed for the general meetings of the Fellows the Board of Directors 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.

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

ARTICLE VI. GOVERNANCE

Section 5.1: Governance

The Academy shall be governed by a Board of Directors (BoD) under the provisions of the laws of the Federal Republic of Nigeria. The Board of Directors shall initiate and establish the policies governing the Academy of Innovative Research, Science & Technological Development and shall be responsible to the membership for the strategic direction of the Academy. The Board, working in collaboration with the Academy’s Chief Executive Officer and staff, shall ensure that the strategic direction of the organization is carried out.

Section 5.2: Composition

The Board of Directors shall be composed of fifteen (15) Fellows, including the President, Vice President, President-Elect, Immediate Past President, and nine (9) members-at-large. Each of the members of the Board of Directors shall have the power to vote on issues to be decided by the Board of Directors 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 Board of Directors without vote.

ARTICLE VII. BOARD OF DIRECTORS

Section 6.1: General Powers.

The authority for the governance of the Academy of Innovative Research, Science & Technological Development and the fiduciary responsibility for the organization shall be vested in a Board of Directors (the “Board”). It shall be responsible for reviewing and ensuring the adequacy of all of the Academy’s governance procedures.

The Board shall determine the number, place, and time of meetings of members in accordance with the Academy of Innovative Research, Science & Technological Development’s Bylaws. The Board may assess dues of Fellows. The Board may also suspend, expel, or disenfranchise a Board member for a cause by an affirmative vote of two-thirds of the Board.

The Board shall approve the Committee on Membership's list of Fellows for election to the Academy and may remove the name of any nominee on the list. The Board’s list of newly elected Fellows shall be published by the Secretary General.

Section 6.2: Board of Directors

The Board shall be composed of not fewer than ten (10) and not more than twenty (20) members including Directors of the Board 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 Board then in office. The members of the Board shall represent a diversity of region and scientific disciplines including organizational expertise.

The Officers of the Academy shall include the President which shall chair meetings and provide strategic leadership. He/she shall serve as the primary representative of the Academy of Innovative Research, Science & Technological Development. The Vice President shall support the President and also chair committees. The Past President shall provide continuity and advice. The Chief Executive Officer shall turn the board's goals into real plans. He/she shall manage money, hire top staff, and speak for the Academy to the public and government. The Treasurer shall responsible for managing the Academy’s finances, budget, and financial reporting while the Secretary General shall manage administrative records, board communications, and, board minutes

Only Fellows of the Academy shall be eligible to serve as Directors of the Board or Officers of the Academy.

Section 6.3: Terms and Elections.

The Directors of the Board shall be elected by 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 Board 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 Board shall be divided as close to one-fourth as possible).

The Officers, except for the President, shall be elected by the Fellows for terms of three (3) years. Officers shall be eligible to serve no more than two consecutive three-year terms and no more than six consecutive years as a member of the Board, either as a Directors or an Officer. Officers who have served two consecutive terms and/or six consecutive years as a member of the Board 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 Board.

Section 6.4: Board Meetings

The Board shall meet at least six times a year. A majority of Board members shall constitute a quorum at all meetings of the Board. 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 Board may be called by the President of the Board or by petition to the Board by any three Directors.

Section 6.4: Attendance Requirements

All Board members are expected to attend all regular and special Board meetings.

Section 6.5: Removal for Absenteeism

A Board member who is absent from two (2) consecutive regular Board meetings without an excuse approved by the Board President shall automatically forfeit his/her seat. The Board may also choose to declare the position vacant by a majority vote of the remaining members at any regular meeting.

Section 6.6: Notice of Removal

The Board Secretary or President shall send a written notice to the absent member. This notice states that his/her seat is now vacant due to lack of attendance. The member's removal becomes official on the date the notice is sent or delivered.

Section 6.7: Excused Absences

An absence is "excused" if the member gives notice to the Board President at least 24 hours before the meeting starts. Emergencies are reviewed by the Board on a case-by-case basis.

Section 6.8: Vacancy, Resignation, and Removal

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

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

Any Board member may be removed for cause by the affirmative vote of two-thirds of the members of the Board at a special meeting called for that purpose, provided that such 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. ADVISORY BOARD

Section 7.1: General Powers

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

The Advisory Board may recommend to the Board of Directors the creation of committees of the Board 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 President of the Board of Directors, plus ex officio members as shall be provided in these Bylaws. The Advisory Board shall include two voting Board of Directors members from Fellows and up to eight additional voting Board of Directors members who represent the membership at large. The Advisory Board may include members of the Board of Directors and the Trust. The Advisory Board members shall represent a diversity of regions, and scientific disciplines.

Section 7.3: Terms and Election

The Advisory Board members shall be proposed by the Nominating Committee, approved by the Board of Directors, and then elected by the Fellows for terms of four years. The Advisory Board members shall be eligible to serve no more than two consecutive four-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 and 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 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 shall be filled by the Chair of the Advisory Board, with approval of the President of the Board of Directors, 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 Board of Directors 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 shall be heard at the meeting. The notice of the proposed removal shall be included in the notice of the meeting.

ARTICLE IX. TRUST

Section 8.1: General Power

There shall be a Trust that shall advise the Board of Directors primarily on such matters as development, programmatic impact, and public relations; and shall also be consulted on other matters such as studies and projects and regional activities, in support of the intellectual goals of the Academy of Innovative Research, Science & Technological Development. The Trust shall provide oversight of the Academy’s fundraising activities; advise on and assess the impact of the organization’s projects and studies. The Trust shall formally evaluate the Academy’s performance in relation to its mission and goals; shall advise the Board of Directors 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 Board of Directors for terms of three years. Trust members shall be eligible to serve no more than two consecutive three-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 thrice 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 of Innovative Research, Science & Technological Development’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 Board of Directors 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 X. OFFICER DESCRIPTIONS

Section 9.1: President of the Board of Directors

The President of the Board of Directors, an Officer of the Academy, shall oversee the affairs of the Academy, in consultation with the Board. He/she shall ensure the proper functioning of the Board and shall preside at meetings of the Board. The President shall also submit nominations of committee chairs to the Board for appointment by the Board. In the absence of the President of the Board of Directors, a Vice President or other officer shall preside at meetings of the Board. The President of the Board 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 Board, the President shall be elected by the Fellows for a term of three years. .

Section 9.2: Chair of the Advisory Board

The Chair of the Advisory Board, a Vice President of the Board of Directors and Officer of the Academy, shall oversee the work of the Advisory Board with the advice of the members of the Advisory Board. In the absence of the Chair of the Advisory Board, a Vice Chair or other member of the Advisory Board shall preside at meetings. 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 Board, the Chair of the Advisory Board shall be elected by the Fellows for a term of three years.

Section 9.3: Chair of the Trust

The Chair of the Trust, a Vice President of the Board of Directors 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 President or other member of the Trust shall 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 Board, the Chair of the Trust shall be elected by the Fellows for a term of three years.

Section 9.4: President Terms

The President shall serve for a three (3)-year term as President of the Academy of Innovative Research, Science & Technological Development and shall serve as the Chairman of the Board of Directors and preside over all meetings of the general membership of the Academy. The President shall serve a term of one (1) year as President-elect before assuming the office of President and a three (3)-year term as Immediate Past President (IPP) upon completion of the term of office as President. The President shall serve as the principal spokesperson for the Academy and represent the Academy's interactions with other organizations and the public. A President cannot serve three consecutive terms. A former President may be nominated for reelection to the Board of Directors after a hiatus of two terms (6 years).

Section 9.5: President-Elect

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

Section 9.6: Immediate Past President (IPP)

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

Section 9.7: Members-at-Large

Three members-at-large shall serve on the Board of Directors. Three members-at-large shall be elected annually by the general voting Academy membership for a three (3)-year term. A call for nominations shall 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 shall provide the slate of nominees to the Board of Directors. A member shall not serve three consecutive terms on the Academy’s Board of Directors as a member-at-large. A member may run for reelection to the Board after a two-term (6-year) hiatus. A member appointed to complete another Board member’s term shall be 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 Board of Directors and employed by the Academy of Innovative Research, Science & Technological Development to attend to the daily administrative and financial affairs of the Academy. Under the direction of the Board of Directors, 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 President and approved by the Board of Directors.

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 Board and shall report annually to the membership. Upon nomination by the Nominating Committee and approval of the nomination by the Board, the Treasurer shall be elected by the Fellows for a term of three years.

Section 9.10: Secretary General

The Secretary General, an Officer of the Academy, shall oversee the proceedings, documents, minutes, and records of the Academy. The Secretary General shall oversee the membership selection process. The Secretary 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 Board, the Secretary General shall be elected by the Fellows for a term of three years.

Section 9.11: Vacancy

In the event of a position of member-at-large becoming vacant, the Board of Directors 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 Secretary General/Treasurer, the President shall have the power to appoint a successor from among the members-at-large. In the event of a vacancy in the position of President-elect, a special election will be called by the Nominations Committee.

Section 9.12: Removal

Any member of the Board of Directors may initiate the procedure for the removal of another member of the Board for cause (as defined below) upon a motion made at any duly convened meeting of the Board of Directors, or to the Executive Committee, as applicable, by presenting such evidence as the Board Member deems sufficient to show that such other Board Member should be removed for “cause.” The policy shall define “cause” as follows:

A Board Member breach of any material duty or obligation under the Academy’s Articles of Incorporation, Bylaws, or Academy governing documents;

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

A Board Member has been absent from two (2) consecutive regular meetings of the Board of Directors without just cause as determined by the Board.

Section 9.13: Compensation

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

Section 9.14: Conflict of Interest

Any member of the Board 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 Board of Directors prior to a vote thereon. The Board member with said interest shall be prohibited from voting thereon and will refrain from participating in the discussions on the advisability of such transaction or action.

ARTICLE XI. COMMITTEES OF BOARD OF DIRECTORS

Section 10.1: Committee Powers and Responsibilities

The Board of Directors shall delegate certain powers and responsibilities to the committees of the Board to advance the affairs of the Academy. Committees responsible directly to the Board shall be the Audit Committee, Nominating Committee, Finance Committee, Investment Committee, Committee on Membership, and the Compensation Committee. Members of these committees shall be appointed by the Board 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 Board. The Chair of each committee shall be a member of the Board of Directors and appointed by the Board for terms of three years, up to a maximum of two terms, upon nomination by the President of the Board. Action items by these committees shall be reported to the Board of Directors and approved by the Board where indicated in these bylaws. Each committee shall have a defined set of principles of operation. The President of the Board of Directors, in consultation with the Board, 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 Board of Directors for purposes of continuity and mentoring of chairmanship leadership, an Executive Committee shall be established to be composed of the President, Vice President, Immediate Past President (IPP), President-elect, Treasurer, Secretary General, Chief Executive Officer and four members of the Board. The purpose of the Executive Committee is to maintain consistent communication and to streamline agendas for the Board of Directors regularly scheduled meetings. The Executive Committee shall not have the authority to revise bylaws and shall not have the authority to remove Officers, Directors, Board 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 Board of Directors that shall manage the nomination and appraisal process for all Fellows. It shall include the chair of the Committee, and five (5) fellows of the Academy. The Chair and members of the Committee 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 Board (“Directors”), and Advisory Board members for election by the Fellows; and Trust members, and committee members for appointment by the Board of Directors.

The Nominating Committee shall propose to the Board of Directors a slate of Fellows to serve as Officers, Directors, and Advisory Board members. Fellows shall 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 Secretary General 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, shall be approved by the Board of Directors, it shall be submitted to the Fellows for election. The Board 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 Secretary General, 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 Board for Trust members and members of committees identified in these Bylaws or as directed by the Board.

The President of the Board shall nominate members of the Nominating Committee, who are appointed by the Board. The Nominating Committee shall consist of at least seven members and may include representatives from the Advisory Board, the Trust, and the Board. The Nominating Committee shall include at least two members who are not also members of the Advisory Board, the Trust, or the Board. The Board 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 Board of Directors 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 of Innovative Research, Science & Technological Development’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 Board 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 President of the Board, 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 Board. It shall have the responsibility of certifying and recommending to the Board of Directors 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 and other office staff at the Secretariat, whose performance it shall annually evaluate. It shall be charged with ensuring that these practices are appropriate for the Academy 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 XII. 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 Board 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 Board of Directors for a term of three years, up to a maximum of two consecutive terms, upon nomination by the President of the Board of Directors. 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 Board of Directors, may from time to time create such other committees as needed to address the affairs of the Advisory Board.

ARTICLE XIII. 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 Board of Directors 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 Board for a term of three years, up to a maximum of two consecutive terms, upon nomination by the President of the Board. 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 Board, may from time to time create such other committees as needed to address the affairs of the Trust.

ARTICLE XIV. NOMINATION AND ELECTIONS

Section 13.1: Nominations Committee

The Nominations Committee shall be chaired by the Immediate Past President and consist of one (1) Board of Directors 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 President and approved by the Board of Directors.

Section 13.2: Nominations

A call for nominations for three (3) member-at-large positions and one (1) President-elect position shall be sent to the Academy of Innovative Research, Science & Technological Development membership annually through organization publications and electronic notification. A slate of eligible candidates of fellows for each member-at-large position and a slate for President-elect shall be presented to the Board of Directors by the Nominations Committee for consideration and approval. A minimum of two nominees per vacancy shall 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: President-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 shall 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 XV. 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 Board of Directors 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 Board of Directors 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 of Innovative Research, Science & Technological Development, 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 shall be sufficient to approve any such matter that properly comes before the assembled membership.

Section 14.5: Board of Directors Meetings

No fewer than six (6) meetings of the Board of Directors shall be held each year, one at the time of the annual convention and the other five (5) meetings, including virtual meetings, at times and places deemed appropriate by the Board of Directors. Additional meetings may be held at other times if requested by the President or at least seven members of the Board. The Secretary General shall provide at least thirty (30) days notice (electronic, hard copy, or telephone) of additional meetings called by the President or Board of Directors. Special meetings of the Board of Directors, for the purpose of conducting the Academy of Innovative Research, Science & Technological Development business, may be called by the President or Board of Directors. Notice for these meetings will be provided by the Registrar/Chief Executive Officer and/or the President as expeditiously as possible.

Section 14.6: Attendance at Board of Directors Meetings

Attendance at the Board of Directors meetings shall include the President, the President-elect, the Immediate Past President, and all duly elected or appointed members-at-large. Additionally, the Academy of Innovative Research, Science & Technological Development’s Chief Executive Officer and any other Academy staff, as designated by the President and the Chief Executive Officer, shall be in attendance for all or part of the meetings. Subject to the right of the Board to move into closed or executive session, the routine business portion (committee reports, Secretary/Treasurer summary, Chief Executive Officer report, and President’s reports), of the quarterly Board of Directors meetings shall 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 Board of Directors 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 Board of Directors’ meeting shall be open to members in good standing for observation only. Members interested in attending all or part of the business portion of a regularly scheduled Board 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 of Innovative Research, Science & Technological Development member in good standing shall address the Board of Directors during the Members Connect portion of the Board meeting agenda. A request to address the Board at a regularly scheduled Board of Directors Meeting shall 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 shall be submitted via registered mail addressed to the Chief Executive Officer. The member shall be allowed five minutes to present. Members of the Board of Directors may ask for clarifications during the member’s presentation; however, no immediate discussion or action from the Board shall be taken at that time.

Section 14.7: Quorum

At any meeting of the Board of Directors, 60 percent attendance shall constitute a quorum for the transaction of business.

Section 14.8: The Minutes

Minutes of all meetings of the Board of Directors shall be recorded. They shall be subject to correction at the next meeting of the Board. The minutes shall be kept at the Academy of Innovative Research, Science & Technological Development's offices, where they shall be inspected by any member. Minutes of all meetings shall be distributed to members of the Board of Directors 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 Board of Directors presence in the meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent in writing (including electronic transmission) to the action and such consents are filed with the Secretary General of the Academy.

ARTICLE XVI. 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 Board of Directors.

ARTICLE XVII. NATIONAL AND INTERNATIONAL PARTNERSHIP AND COLLABORATION

The Academy shall enter into national and international partnerships/collaborations with other academies, universities, and scientific organizations to advancing scientific research, promoting science education, and providing evidence-based policy advice. The collaboration shall include science diplomacy and networking: participating in international scientific organizations, and provide a collective voice on global issues; knowledge transfer: leveraging international partnerships to modernize local equipment and adapt technologies to local needs, and exchange programmes: facilitating the mobility of researchers, lecturers, and students to enhance knowledge transfer and build capacity among others

ARTICLE XVIII. INDEMNIFICATION

Section 18.1: Liability

The Directors and Officers of the Academy shall not be personally liable for the debts, liabilities, or other obligations of the organization.

Section 18.2: Indemnification

To the fullest extent permitted by law, the Academy shall defend, indemnify, and hold harmless any person who is made, or threatened to be made, a party to an action, suit, or proceeding (whether civil, criminal, or investigative) because they served as a Director, Officer, or agent of the Academy.

Section 18.3: Extent of Coverage

The Academy shall pay for expenses, judgments, fines, and settlements actually and reasonably incurred by the individual. However, the individuals have acted in good faith and in a manner they reasonably believed to be in the best interests of the Academy

ARTICLE IX. AMENDMENT OF BYLAWS

Section 19.1: Amendment of the Bylaws

19.1.1: The Executive Committee may propose to the Board of Directors changes to the bylaws at any time.

19.1.2: Any proposal for change and the accompanying rationale shall be circulated to all members of the Board of Directors not be less than fourteen (14) days nor longer than thirty (30) days from the date on which the proposal is circulated.

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 Board of Directors must proceed to ratify the proposal as soon as reasonably possible.

Section 19.14: New bylaws come into effect immediately after their ratification by the Board of Directors.

Section 19.15: Any activity that commenced under the previous bylaws may be completed under either the new or previous bylaws, whichever is deemed by the Board of Directors to be more appropriate to the particular activity.