(revised 30 January 2008)
Article 1: Establishment
The InterAcademy Council, hereinafter referred to as IAC, is an organization created by the world's academies of sciences acting within the framework of the InterAcademy Panel on International Issues. The IAC having the status of a Foundation under Netherlands law by virtue of the IAC Statutes, these Bylaws, as well as any legal instruments based upon them, such as Rules of Procedure, shall be in accordance with Netherlands law and the IAC Statutes for as long as the IAC has its headquarters in the Netherlands.
Article 2: Objectives
2.1 The IAC shall provide advice on the scientific, technological and health aspects of issues of global, regional or national importance to intergovernmental organizations, to other international bodies and institutions, to national governments and to other decision-makers. In providing such advice the IAC shall mobilize expertise from all relevant disciplines.
2.2 In pursuing this objective the IAC shall collaborate with the InterAcademy Panel on International Issues (IAP), the International Council for Science (ICSU), the InterAcademy Medical Panel (IAMP) and the International Council of Academies of Engineering and Technological Sciences (CAETS), as well as with academies of sciences, engineering, technology, medicine, agriculture, social sciences, humanities or other disciplines and with associations of academies or equivalent organizations.
Article 3: Activities
3.1 In pursuing its objectives the IAC may, inter alia, undertake the following activities:
3.1.1 Initiate study projects, either at the request of another organization or on its own initiative;
3.1.2 Convene and elect study panels or expert groups to prepare draft reports or other forms of advice;
3.1.3 Submit draft reports or other forms of advice to independent review and disseminate the final documents as IAC documents;
3.1.4 Facilitate and support the implementation of the recommendations of IAC reports;
3.1.5 Organize conferences, workshops and symposia on themes and topics that fall within its objecties; and
3.1.6 Undertake such other projects and actions as it deems appropriate for achieving its objectives.
3.2 All reports emanating from IAC study projects shall be subject to peer review and shall be made public.
Article 4: IAC Board
4.1 As the highest decision-making body of the IAC, the IAC Board shall be empowered, subject to the provisions of these Bylaws, to take decisions on all matters affecting the IAC.
4.2 The Board shall, in particular, make the following decisions:
a. Determine general IAC policies and procedures;
b. Adopt rules and guidelines for IAC study projects;
c. Approve the initiation of IAC study projects;
d. Approve the initiation of other IAC activities;
e. Approve the budget of each IAC study project or activity;
f. Determine membership of each IAC study panel or expert group;
g. Certify that each IAC report meets IAC criteria;
h. Charge the IAC Co-Chairs with specific tasks or responsibilities;
i. Elect the IAC Board and the IAC Co-Chairs;
j. Appoint the IAC Executive Director; and
k. Adopt and amend Rules of Procedures or other legal instruments.
4.3 The Board shall adopt and amend these Bylaws, as well as any Rules of Procedure or other legal instruments adopted under article 4.2.k., with a two-thirds majority vote of all members of the IAC. Before adopting and amending these Bylaws the IAC Board shall consult the Executive Committee of the IAP.
4.4 The Board shall consist of the representatives of 15 academies of science or equivalent organizations elected as member of the IAC for a term of four years by the Board from among the member academies of the IAP. Such elections shall take place in accordance with the procedure set forth in article 1 of Section 1: Elections and Appointments of the Rules of Procedure. All terms of office of the members so elected shall begin and lapse at the end of an annual meeting of the Board unless special circumstances dictate otherwise.
4.5 In addition to the members elected in accordance with article 4.4, IAC shall have Ex Officio members. Ex Officio members shall include representatives of the InterAcademy Panel (IAP), the InterAcademy Medical Panel (IAMP), and the International Council of Academies of Engineering and Technological Sciences (CAETS). In the future, other organizations may also be invited by the IAC Board to become Ex Officio members. Ex Officio members have the same rights and obligations in IAC decision-making procedures as elected members.
4.6 Members of the IAC shall be represented in the meetings of the Board by their President or by one of their Chairs. Exceptionally, a President or Chair may designate in his place a representative from among the leadership of his academy or organization. Representatives from ICSU and the academy hosting the IAC Secretariat may participate in the meetings of the Board as observers without vote. The IAC Co-Chairs may also invite other organizations to participate in the meetings of the Board as observers without vote.
4.7 Membership of the IAC ends if: (i) a member withdraws from the IAC; (ii) a member does not participate in two consecutive meetings of the IAC Board; or (iii) a member has not responded to any formal communication of the IAC Co-Chairs for more than a year. Any vacancy that so arises shall be left open until the next election of a new Board.
4.8 The IAC Board may only take formal decisions if at least two-thirds of all IAC members are represented at a meeting or, in the case of a vote by email, if at least two-thirds of all IAC members participate in that vote. Unless provided otherwise in these Bylaws or in other legal instruments approved by the Board, the Board shall take decisions by a two-thirds majority vote of votes cast.
4.8.1 The vote of a member of the IAC rests with the person who has been designated by that member as its representative on the Board.
4.8.2 At meetings a vote shall be taken by the raising of hands if the vote does not relate to a person or by a secret ballot if the vote relates to a person.
4.8.3 If between meetings a vote is taken by email, the individual vote of a member shall be kept confidential if that vote relates to a person.
4.9 The Board shall meet at least once a year in a regular annual meeting. Extraordinary meetings of the Board may be convened by the IAC Co-Chairs or by a majority of the members of the IAC with at least 30-days notice to all other IAC members.
Article 5: Co-Chairs
5.1 The Board shall elect two IAC Co-Chairs, one from a developing country and one from an industrialized country. The Co-Chairs can be elected from among persons who represent, or have represented, IAC members on the IAC Board. Also eligible is any member of an IAP member academy, or similar academy of sciences. This person should be both a distinguished scientist and an individual with active interest and involvement in promoting international science.
5.2 The IAC Co-Chairs shall be elected with a two-thirds majority vote of all members of the IAC. In exceptional circumstances the Board may decide, with two-thirds majority vote of all members of the IAC, to remove a Co-Chair from office.
5.3 The Co-Chairs shall serve for a term of four years, each term to coincide with the term of office of the Board itself. A Co-Chair may be re-elected for no more than one successive term.
5.4 A Co-Chair shall resign when accepting a position that may lead to a conflict of interest with his responsibilities as IAC Co-Chair. If a Co-Chair resigns for this or other reasons, the Board shall elect a new Co-Chair for the remainder of the term left to the former Co-Chair.
5.5 The Co-Chairs shall guide the development of plans, the decision-making process and the work and activities of the IAC in accordance with the provisions of these Bylaws. They shall also preside over the meetings of the Board with a division of tasks to be agreed by them.
Article 6: Executive Director and Secretariat
6.1 Subject to the guidelines and instructions of the IAC Board and IAC Co-Chairs, the IAC Executive Director shall support the IAC in achieving its objectives. The Executive Director is Head of the IAC Secretariat.
6.2 The Executive Director shall, in particular, be responsible for:
a. Preparing and organizing official IAC meetings and decisions;
b. Disseminating relevant materials to members of the IAC;
c. Preparing an annual report on IAC programmes and activities;
d. Maintaining working relations with relevant other organizations;
e. Providing information on IAC activities to the public;
f. Preparing all contracts to be entered into on behalf of the IAC;
g. Receiving and disbursing the funds of the IAC; and
h. Preparing an annual report on the finances of the IAC.
6.3 The Executive Director shall be appointed for a term of four years in accordance with the procedure set forth in article 3 Section 1: Elections and Appointments of the Rules of Procedure.
6.4 The IAC Secretariat shall be hosted for a term of six years by an academy that is a member of the IAP.
6.4.1 The term of a host academy shall be renewed unless the Board notifies the host academy of its intention to elect another host academy. Such notification shall be given at least two years before it is to take effect.
6.4.2 If the host academy wishes to terminate its role as host academy, it shall notify the Board of its intention. Such notification shall be given at least two years before it is to take effect.
6.5 In organizing the Secretariat the Executive Director shall take account of any guidelines from the IAC Co-Chairs or from the host academy.
Article 7: Finances
7.1 Each IAC member shall bear the costs of participating in the meetings of the Board.
7.2 The salary of the Executive Director shall be provided by IAC. The host academy shall provide for the salary of an Office Manager, for the direct expenditures of the Secretariat and for an adequate level of base-financing for the activities of the Secretariat and the IAC. Salaries of other staff and other costs shall be provided from contracts awarded to IAC or by voluntary contributions from IAC members.
7.3 Funding for IAC study projects shall be derived from negotiated contracts and grants from intergovernmental organizations, national governments, foundations or other organizations, public or private.
7.4 Financial support for IAC activities may also come from voluntary contributions by academies that are members of the IAC or from overhead charged on IAC study contracts and grants.
7.5 Contracts between other organizations and the IAC shall be signed on behalf of the IAC by the IAC Executive Director with the consent of the IAC Co-Chairs.
7.6 Subject to the final authority of the IAC Board, the IAC Executive Director is responsible for the management and administration of the IAC’s finances.
7.7 The accounts of the IAC shall be independently audited in accordance with the rules and procedures of the country where the host academy is located.
7.8 The IAC Board shall adopt, with a two-thirds majority vote of all members of the IAC, a Financial Protocol on: (i) the administration of the IAC’s finances; (ii) the financial reports the Board wishes to receive; and (iii) the discharge from legal liability of the Executive Director for the management and administration of the IAC’s finances.