Bylaws of The ISPRS Foundation, Inc.
ARTICLE I - NAME AND MEMBERSHIP
This Corporation shall be known as THE ISPRS FOUNDATION, Inc. The members of the Corporation shall be know as its Trustees and shall constitute its Board of Trustees.
ARTICLE II - PURPOSE AND AUTHORITY
Section 1. Purpose
The purposes for which the non-stock, not for profit Corporation (which is hereinafter called "Foundation") is formed and the objectives to be carried on by it are as follows:
This Foundation shall operate as a scientific/educational foundation within the meaning of Section 501 (c) (3) of the United States Internal Revenue Code and applicable regulations as may be in full force and effect or hereinafter amended.
The Foundation is formed to administer an extensive and broadly-based international program that through the raising of funds shall provide grants, scholarships, awards, training supplies and other forms of assistance to qualified individuals and organizations which are pursuing and/or applying knowledge for advancing the sciences and technologies associated with the disciplines embodied by the International Society for Photogrammetry and Remote Sensing, Inc. (which is hereinafter called "The ISPRS"), especially to support those in developing countries and regions.
Through the public promotion of its philanthropic efforts the Foundation aims to foster greater national and international awareness and use of the benefits that applications of the photogrammetry, remote sensing and spatial information sciences produce for public good and to the well-being of humanity and sustainability of the environment.
In addition to the foregoing, the Foundation may do all other things incidental or conducive to its aims, goals and purposes; is consistent with the activities of The ISPRS; and provided such acts do not contravene its Bylaws, the laws of the State of Maryland, or the laws of the country in which they are done, or the general principles to which the Corporation (Foundation) subscribes.
The Foundation shall have all the powers, rights and privileges granted to or conveyed upon non-stock, not for profit corporations by Maryland law.
Section 2. Donations and Funds
The Foundation shall have the right to accept or reject any contribution, gift, endowment, bequest, devise or donations made in cash or in-kind. Foundation donors shall be provided with the opportunity to make either of two types of contributions (Restricted or Unrestricted) in furtherance of and consistent with their and the goals of the Foundation and consistent with requirements of the Foundation as may be promulgated by its Board of Trustees (which hereinafter is called "Board"). Unrestricted cash contributions shall be placed in an Unrestricted Fund account for use for any goal of the Foundation. Restricted cash contributions shall be placed in separate Restricted Fund account(s) as identified by the specific goal(s) of the donor.
The Foundation shall make grants in the furtherance of its benevolent purposes consistent with decisions of its Board and pursuant to these Bylaws. Grants of unrestricted in-kind donations may be distributed at the sole discretion of the Board.
The Foundation shall be authorized and empowered to pay compensation for outside services rendered, i.e. auditors, lawyers, consultants, etc. as it may deem proper and necessary to carry out its purposes. No part of the funds of the Foundation shall inure to the benefit of any Foundation Trustee, officer, or committee member thereof, either directly or indirectly.
Section 3. Prohibited Activities
No part of the activities of the Foundation shall consist of attempting to influence legislation of a governmental body, and the Foundation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Foundation shall act pursuant to the laws of the State of Maryland and shall carry on or engage in only activities that are permitted by a foundation exempt from income tax.
Section 4. Dissolution or Liquidation
The Foundation may be dissolved by a vote of eight Trustees in favor of dissolution.
In the event of the dissolution or final liquidation of the Foundation, none of the property of the Foundation nor any proceeds thereof shall be distributed to or divided among any of the Board or officers of the Foundation or inure to the benefit of any individual or organization serving the Foundation.
After liabilities and obligations of the Foundation have been paid, satisfied and discharged, or adequate provision made therefor, all remaining property and assets of the Foundation shall be distributed to The ISPRS and be directed exclusively for benevolent, charitable, scientific, research or educational purposes. In the instance of dissolution of The ISPRS the funds shall be donated to a recognized international charitable organization selected by the Foundation Board in accordance with the laws of the State of Maryland who engages in the same or similar activities as the Foundation.
Section 5. Distribution of Income of each Fund account
The Annual Amount available for distribution of grants shall be determined each year by the Board of the Foundation, exercising sole discretion, provided that the Annual Amount shall not be less than the net income earned by the principal in the preceding year, but in all events the Annual Amount shall never exceed twenty percent (20%) of the average of the net (principal, earnings, excess and deposits, less administrative expenses and grants) fair market value of the principal for each of the three (3) preceding calendar years. Such net fair market value of the principal is to be determined as of the close of business on the last business day of each year, for each Fund account.
In distributing the Annual Amount as herein above defined, the Foundation shall first pay out earned income of each Fund account and, to the extent earned income is not sufficient, then principal. To the extent that annual net earned income exceed the Annual Amount, such excess income shall be added to the principal and administered and disposed of as a part thereof.
Until the sum of the Annual Amounts determined for all Fund accounts exceeds $150,000 (US dollars) no more than $15,000 (US dollars) may be expended annually for Foundation administration costs. Thereafter ten percent (10%) of the sum of the Annual Amounts determined for all Fund accounts may be expended for annual Foundation administration costs. If excess administration spending above these limits is determined necessary, the Board shall formally inform The ISPRS General Assembly.
The income of the Foundation for each taxable year shall be distributed at such time and in such manner as required by the Internal Revenue Code now in effect or as may hereinafter be amended as may be applicable to Foundations.
Notwithstanding the Annual Amount available for distribution of grants above, the Board shall authorize distribution of Restricted contributions taking into account, where possible, the wishes or the restrictions of the donor or its representative.
Section 6. Creation and Management of Unrestricted Trust
The Foundation, upon direction of the Board, shall be enabled to create an Unrestricted Trust for the protection of Foundation funds that have been unconditionally donated (Unrestricted Fund contributions). The Board shall be responsible for the management of the Unrestricted Trust and shall provide a biennial plan, in concert with The ISPRS Council (which hereinafter is called "Council") and the activities of The ISPRS, for allocation of funds consistent with its purposes and sound business judgement.
Section 7. Creation and Management of Restricted Trusts
The Foundation, upon direction of the Board, shall be enabled to create Restricted Trusts for the protection of Foundation funds that have been restrictively donated (Restricted Fund contributions) to support a specific goal of the Foundation. The Board shall be responsible for management of each Restricted Trust and shall provide a biennial plan in concert with Council and with that specific activity of The ISPRS, for allocation of funds consistent with its purposes and sound business judgement.
ARTICLE III - BOARD OF TRUSTEES
Section 1. Responsibilities and General Powers
The Board of Trustees shall manage the affairs of the Foundation and all powers shall be exercised by the Board in accordance with these Bylaws and by the Civil Code of Maryland.
Without limiting the generality of the foregoing, it shall be the duty of the Board to:
- Be responsible for the wise investment, management, and approval for disbursement of Foundation funds.
- Determine the Annual Amount available for distribution of grants from each Fund account and approve the annual operating budget of the Foundation.
- Select or approve a depository or depositories for the funds and securities of the Foundation.
- Provide that the accounts of the Foundation be examined annually in accordance with generally accepted accounting principles and shall be responsible to provide an accounting of the Foundation funds to Council and as may be reasonably be requested by donors.
- Be responsible for annual filing of forms required for the Foundation to maintain its non-profit, tax-exempt status.
- Consider priorities for charitable goals identified annually by Council to be addressed for funding consideration and to inform Council of the amount of Restricted or Unrestricted funds available to address each of the goals after taking into consideration the residual funding available necessary to prolong the activity and funds necessary to meet continuing funding obligations and administrative expenses.
- Disburse approved funds promptly upon Council request for the purpose to which they have been approved.
- Make such appropriations to The ISPRS as described in Article Third of the Articles of Incorporation. The appropriations are to be commensurate with the validated need and this Foundation's ability to fund the request.
- Decide which appropriations and grants made by the Foundation will require acceptable annual reports accounting for the use of such appropriations and grants, and when requested, that such reports include a fiscal year audit prepared in accordance with generally accepted accounting principles.
- Approve the kinds and classes of securities and accounts in which the funds of the Foundation shall be invested, either directly or through an independent investment management firm that they select.
- Call for the appointment of special committees. The Board and Council shall use their best efforts to ensure that appropriate committees are established to evaluate nominees for awards, grants, scholarships, internships, etc. in accordance with selection regulations as approved by the Foundation.
- Accept bequests, donations, contributions, or subscriptions as may be made to the Foundation by individuals, corporations, or associations following evaluation of the appropriateness of accepting it.
- Adopt reasonable rules, regulations, and procedures for governing the receipt, anonymity and investment of gifts and donations, and the funding of grants, consistent with federal and state law.
- Make such expenditures and enter into such contracts and agreements as may be necessary to carry on the business of the Foundation.
- Assure that in the event of final dissolution or liquidation of the Foundation, and after payment or satisfaction of all outstanding obligations and liabilities, the remaining assets of the Foundation are distributed in compliance with the Articles of Incorporation and all applicable federal and state laws.
Section 2. Number, Qualifications, and Tenure
The Board of Trustees shall be composed of no more than eleven (11) nor less than five (5) individuals (Trustees) who reflect the international character and diversity of The ISPRS and its Membership. Initial Trustees shall include all six (6) Council members until conclusion of the first quadrennial Special Meeting of the Board. Thereafter, the Trustees shall be two (2) Council Members and up to nine (9) others appointed by Council. Non-Council Trustees shall hold office upon appointment. Appointment of non-Council Trustees shall be staggered so that every year three (3) non-Council Trustees shall be appointed.
Each Council Trustee shall hold office until the conclusion of the quadrennial Special Meeting of the Board. Non-Council Trustees shall hold office from date of appointment for an initial up to three (3) year term and may be re-appointed to serve for a maximum of two (2) additional three (3) year terms.
Any Trustee may resign at any time by notifying the Chair of the Board of the Foundation in writing, or may be removed in accordance with the provisions hereof (See Article III, Section 8.). Such resignation or removal shall take effect at the time therein specified. The death or disability of a Trustee shall be deemed a voluntary resignation. The Board, with the advice of Council, shall fill vacancies by appointment as soon as practicable.
Section 3. Meetings and Voting
A regular biennial meeting of the Board shall be held in conjunction with a Council meeting in even numbered years. It may be convened by teleconference. Further Board meetings and other business shall be conducted by electronic means and may be held at any time for any purpose or purposes, and shall be called by the Operations Officer or by written request of two or more Trustees. Special meetings may be convened on the written request of two officers plus three (3) additional Trustees or on the written request of a simple majority of the Board. Authenticated electronic mail shall be considered valid for written requests and votes.
A Special Meeting of the Board for election of officers of the Foundation shall be held during the quadrennial ISPRS Congress, but not until after the election of incoming Council Members. The Special Meeting shall include the two Council Members who will assume their Council offices upon conclusion of that current Congress.
Each Trustee shall have one (1) vote upon each matter submitted to a vote at any meeting of the Board. A quorum shall be present for a vote to occur. Voting by proxy shall be permitted.
Section 4. Quorum
A simple majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. Trustees present by live teleconference shall be included in the count to establish a quorum.
Section 5. Manner of Acting
The act of a simple majority of the Trustees present at a quorate meeting shall be the act of the Board except for the following actions:
- For any business affecting finances or approval of grants, a vote of eight Trustees in concurrence shall be required.
- A Trustee may be expelled from the Board by vote of eight Trustees in favor of expulsion.
- An amendment to the Bylaws shall require at least eight of the Trustees to vote in favor of the amendment.
- The Foundation may be dissolved by a vote of eight Trustees in favor of dissolution.
- Any action by the Board may be taken without a meeting if consent in writing, setting forth the action to be taken, is signed by eight of the Trustees.
An electronic mail ballot shall be acceptable.
In the event of tie votes of the Board, the vote of the Chair of the Board shall be decisive.
The Board at its discretion shall make the results of its decisions available to the public.
Section 6. Compensation
Trustees, officers and committee members of the Foundation shall not receive any salaries or compensation for their services.
Section 7. Conflict of Interest
Each Trustee shall disclose to the Board any duality of interest or possible conflict of interest whenever the duality or conflict pertains to a matter being considered by the Board.
Any Trustee having duality of interest or conflict of interest on any matter shall abstain from voting on the matter; shall not be counted in determining the quorum for the vote on the matter; and, the particulars of this situation shall be included in the meeting minutes. In addition, he or she shall not use their personal influence on the matter, but may briefly state their position on the matter and may answer pertinent questions from other Trustees since his or her knowledge may be of great assistance.
If a Trustee is uncertain as to whether he or she has a duality or conflict of interest which requires abstention, or if a Trustee asserts that another Trustee has such a duality or conflict, the Board, by majority vote of those present other than the Trustee having the possible conflict and the Trustee asserting the duality or conflict, shall decide whether abstention is required. If so, the Trustee shall be deemed to have abstained.
Section 8. Expulsion
Any Trustee may be expelled from the Board for cause, conflict of interest, or malfeasance.
Expulsion shall require a vote of eight Trustees in favor of expulsion at any biennial or special meeting called for that purpose. Prior to taking action on any proposed expulsion, written notice of the intention to expel and the reasons therefore shall be given by the Operations Officer to each of the Trustees. The Operations Officer shall also provide notice to the Trustee whose expulsion is proposed by a method providing for verification of receipt. All such notices shall be given not less than thirty (30) days prior to the biennial or special meeting at which the expulsion will be considered and voted upon. To the extent that the Operations Officer is the subject of the expulsion, his/her duties shall be performed by the Chair of the Board.
ARTICLE IV - OFFICE AND OFFICERS
Section 1. Office
The residence of the Operations Officer of the Foundation shall be deemed the office of the Foundation, except when the Board determines a more convenient alternative and provided that the Bylaws of the Foundation are not contrary to the laws pertaining to international foundations in the country where the Operations Officer of the Foundation is domiciled.
Section 2. Officers and Term of Office
The officers of the Foundation shall be Trustees elected to serve as Chair of the Board (Chair), Operations Officer, Finance Officer and such other officers as may be elected or appointed in accordance with the provisions of this Article.
All Trustees are eligible to hold any officer position of the Foundation but may hold no more than one office. The officer positions need not be filled by Council members holding corresponding positions on Council or be filled by Council members.
The Board may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed by the Board. No two officers may be permanent residents of the same nation during any of their term in office.
The officers of the Foundation shall be elected by a simple majority vote at the quadrennial Special Meeting of the Board. The term of office shall coincide with The ISPRS inter-Congress period.
Vacancies may be filled or new officer positions may be created and filled at any meeting of the Board.
Section 3. Chair of the Board
The Chair shall be the principal executive officer of the Foundation and, subject to the control of the Board, shall in general, preside, manage and supervise all of the business and affairs of the Foundation, subject however, to the control of the Board and of any duly authorized committee established by the Board. The Chair shall convene and preside over meetings of the Board.
Section 4. Operations Officer
The Operations Officer shall keep the minutes of the meetings of the Board; see that all notices are duly given in accordance with these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Foundation, and ensure that the seal of the Foundation is duly affixed to all official documents; ensure that a manual of Foundation Operating Procedures is maintained current; assume and perform the duties and exercise the powers of the Chair during the absence or incapacity of the Chair; and in general perform all duties incident to the office of Operations Officer or as may be assigned by the Chair or by the Board.
Section 5. Finance Officer
The Finance Officer shall have charge and custody of and be responsible for all funds and securities of the Foundation; receive and give receipts for moneys due and payable to the Foundation from any source whatsoever, and shall ensure due deposit of all such moneys in the name of the Foundation in such banks, trust companies or other depositories as selected in accordance with the provisions of these Bylaws; shall prepare annual financial reports; shall determine the Annual Amount available for distribution of grants from each Fund account; shall ensure an annual independent examination of the accounts is prepared; shall ensure that annual forms required to maintain tax-exempt status of the Foundation are filed; and in general perform all duties incident to the office of Finance Officer or as may be assigned by the Chair or by the Board.
If required by the Board, the Finance Officer shall give bond for the faithful discharge of his or her duties in such sum with such surety or sureties as the Board shall determine.
Section 6. Committees
The Board, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more committees, each of which shall consist of up to three Trustees and one or more individuals selected from active Ordinary Members in good standing of The ISPRS. No more than two committee members shall be permanent residents of the same nation during any of their term on committee.
Committees shall assist the Board in conducting the affairs of the Foundation. Without limiting the generality of the foregoing, it shall be the duty of Committees to:
- Be responsible for conducting activities on behalf of the Board as assigned.
- Make recommendations to the Board.
- Prepare reports for the Board, if and when requested.
No committee of the Board shall be empowered to act in lieu of the entire Board in respect to any decision-making responsibilities herein assigned by these Bylaws.
ARTICLE V - INDEMNIFICATION
The Foundation shall indemnify its Trustees against any and all liabilities, and advance any and all reasonable expenses, incurred thereby in any proceeding to which any Trustee is a party because such Trustee is a member of the Board of the Foundation.
The Foundation may, but shall not be required to, purchase indemnification insurance on behalf of each and all Trustees.
ARTICLE VI - OPERATIONS
Section 1. Contracts and Other Documents
The Board, except as otherwise required by Maryland law or these Bylaws, may authorize any of its Trustees to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Foundation and such authority shall be documented in the records of the Foundation. The authorization may be general or confined to specific instances.
Section 2. Deposits and Payments
Unrestricted contributions to the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies or other depositories as selected by the Board.
All checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Foundation shall be signed by the Finance Officer upon express authority from the Chair or Operations Officer of the Foundation, and a signed authority of either such officer.
Section 3. Donations and Grants
Other than excepted by Internal Revenue Code or Maryland law, the name and country or institution of donors may be kept publicly anonymous upon their stated wish. However, the Foundation must record and make available for audit all donor and grantee information as required by the Internal Revenue Code now in effect or as may hereinafter be amended as may be applicable to Foundations.
Section 4. Books and Records
The Foundation shall keep in perpetuity correct and complete books and records of account, minutes of the proceedings of its Board and of its Committees, and a record providing the names and current addresses of the Board and of all members of Committees. All books, records, and minutes shall be transferred from the outgoing officers to the incoming officers no later than one month after the close of The ISPRS quadrennial Congress. All books and records of the Foundation may be inspected by any of the Trustees or their agents or attorneys for any proper purpose at any reasonable time.
Section 5. Fiscal Year and Accounts
The fiscal year of the Foundation shall begin on the first day and end on the last day of each calendar year. An annual examination of the Foundation accounts shall be performed by a non-Trustee and submitted to the Board after the close of each fiscal year.
ARTICLE VII - AMENDMENTS
These Bylaws may be altered, amended, or repealed provided that at least three months advance written copy of the proposed change is given to each member of the Board. Any amendment to the Bylaws shall require at least eight of the Trustees to vote in favor of the amendment.