By-law of the International Institute of Tropical Agriculture, as amended in May 1980

BYLAWS or Ttlr. INTERNATIONAL INSTITUTE or TROPICAL AGRICULTURt Established under Decree No. 32 of 1967 Amended ~nder Decree No. 27 of 1974 Amended by the of Trustees on May, 1980 Section 1. Section 2. ARTICLE I ORGANIZATIOH The International Institute of Tropical Agriculture (IITA) is an autonomous, non-stock, philanthropic, non-profit, and tax-free corporation desi~ned to attain the objectives embodied in Decree No. 32 issued 27 July 1967, as amended by Decree No. 27 issued 17 June 1974, by the Head of the Federal Military Government of Nigeria. The purposes and program of the lITA will be implemented principally through the financial support of the member nations, private foundation" agencies and other orsanisations comprising the Consultative Group on International Agricultural Research in cooperation with the federal Government of Nigeria, although financial support will be also sought from other sources as authorised in Decree No. 32. Section 1. Section 2. (a) (c) (e) (f) 2. ARTICLE II THE BOARD OF TRUSTEES The lITA shall be administered by a Board of Trustees composed of from nine (9) to fifteen (15) members in accordance with the provisiont of the Decrees referred to above. The Board o( Tr~stees shall have the f~llowinc powers and duties: To form the policy of the Institute and to help develop and to approve its program of activities; To approve the budget and review the financial cond i t i.on of the Iris t Ltute ; To reVIew ~nd evaluate the pro~ress reports of the Institute as presented by the Director General; To exercise corporate powers in conduct of the business and the control of properties owned or held by the Institute; To delegate any or some of its powers to the Executive Committee and Program Committee hereinafter provided for and such other committees as may be established by the Board; To exercise such other powers and to do such acts as may promote the purposes and objectives for which the Institute was established. Section 3. Section 4. Section 5. Section 1. Section 2. 3. The Chairman of the Board shall be elected by the Trustees from among their number for a term of up to three years. He may be re-elected for one or more additional terms of up to three years, but be shall cease to be the Chairman if he ceases to be a member of the Board. He shall pretfde at 411 meetings of tne Board at which he is pt'e8eft't ... shall supervise all matters with whieh the Joard is concerned. The Vice Chairman of the Board shall be eleeted bY the Trustees from among their number for a·on.~..~ term. He shall preside at meetings of the Board if the Chairman in not present. The DirectQr for Adminis.aition of the In~titut-e shall act as Secretary to the Board. ARTICLE III l1EETINGS The Board of Trustees nhall meet at least once in each calendar year at a time to be determin.dby the Board. The Board may alto res01ve to hold additional meetings at other tiaes. Special meetings of the B04~ ..y be called by !be Chairman or by any three Trus'tees. '!'be bus!ft... of special meetings shall be li~ted to the purpos.. specified in the notices of ~e meeting, unless the members present agree otherwise. Section 3. Section 4. Section 5. Section 6. Section 7. (a) (b) (c) (d) (e) ( f) (g) 4. Meetings of the Board of Trustees shall usually be held at the principal office of the Institute, but may be held elsewhere if the Board so determines. Six (6) weeks written notice shall be given to members for each annual or additional meeting of the Board of Tr-us tees. Fer- special meetings thirty (30) days written, or cabled, notice shall be given. The notice shall state the time and place of the meeting and shall be signed and mailed by the Secretary, or cabled by the Secretary, with delivery certified. At meetings of the Board of Trustees five members of the Board shall constitute a quorum. . . In the absence of a quorum at the tl.me and place set for a MeG In~ of the Board, those present shall lldjourn the meeting from time to time until a quorum is formed. The following shall be the order of buniness at the annual meetings of the Board of Trustees: Reading of the previous minutes; Matters arising on the minutes; Financial report; Reports of committees; Unfinished business; Report of the Director General; NevI business. Section 1. Section 2. 5. The Chairman of the Board of Trustees. and in his absence the Vice Chairman, shall preside at the meetings of the Board. If both the Chairman and the Vice Chairman are absent, the Board shall elect one of the members present to preside. ARTICLE IV THE EXECUTIVE COMMITTEE There shall be an Executive Committee of the Board of Trustees composed of at least seven members, including the Chairman of the Board, the Permanent Secretary of the Federal Ministry of Agriculture and Rural Development, the Director General, and at least four other members, appointed by the Board. The Cha i.r-man of the Bo.rr-d , the Permanent Secretary and the Director General shall continue to be members of the Executive Committee so long as they ''''-;ntinue to hold these offices. The terms of office of an appointed member Hill be from one to three years, as the Board may determine. Such a member may be rc~ppointed for u second term, whose duration shall similarly be determined by the Board, but he shall s Lm i I ar-Ly be determined by the Board. but he shall automatically cease to be a member of the Executive Committee if h e ceases to be a member of the Board. Tho r:xccutive Cornmittoo shall act on behalf of the Do~rd in the periods between meetings and shall s upe r-vi s e the implem.:>ntation and cx(":cl1tion of the Section 3. Section 4. Section S. Section 6. 6. policies and decisions laid down by the Board of Trustees. It shall exercise such other powers and perform such other duties as may be delegated to it by the Board. The Chairman of the Board shall serve as the Chairman of th~ Executive Committee. In hie absence, the Executive Committee shall elect one of the members p~esent to preside. TIle Secretary of the Board shall be the Secretary of the Executive Co~~ittee. The Executive Committee shall meet at such times (1;; it may deorn necessary but not Les s than twice cnch year. Meetings held at times other than at the time of thc~ armua I meeting of the Board may be held by previous decision of the Executive Committee, or upon call of the Chairman, or upon request of at least three (.3) members of the Executive Committee. Th e meetings shall be summoned and arranged by tile Secretary 'of the Board. The quorum for any meeting of the Executive Committee shall be four ( It) members. Any vacancy in the membership of the Executive Cornrn i ttee arid ng between me-etinr,r. of the Board may he filled from amon~ other memhers of the lrd by the rcmaininc members of the Executive Cornmi t t.ee. AL'I person s o elected by the Executive Cornm i t t ee shall serve onLy until th" next meeting (' f :"110 Do it T', I , Section 7. ~ection 8. Section 1. Section 2. Section 3. 7. Decisions of the Executive Committee may be taken by a mail ballot at the discretion of the Chairman of the Executive Committee. The decisions of the Executj.ve Committee shall be communicated as Soon as Y'" prac'ttcable aft.X" each meeting or ballot of tM eo.mi't~ ~. the· .--. members of the BoaN of ~~. ARTICLE' V (NEW AlTRIE) THE PROGRAM COKH1'ftEE There shall be a Program Committee of the Board of Trustees. The members shall include the Director General, and the Director of the AgricUltural Research Services Division of the Nationat Science and Technology Development Agency (NSTDA) of the Federal Government of Nigeria, both ~ officio, and such other members, but not less than four, as may be appointed by tQe Board. The Deputy Director General and the Director of Research may be coopted to membership by the Program Committee. The term of office of an appointed member of the Program Committee shall be determined by the Board of Trustees but may be from one to three years. An appointed member- may be reappointed for a term of from one to three years, so long as he continues to be a member of the Board. The Program Comm i ttee shall elect a Chairman from among its members, who shall serve for two years so Section ~. Section 5. Section 6. Section 7. 8. long as he continues a member of the Board. The Chairman may be elected for such additional period as the Committee may desire so long as he continues a member of the Board. The Program Committee shall review the Research and Training Progr~ms of ·the Institute and ~ooperate with the Director General and his staff 11\ 'the future planning of these Progr8as. It hall make recommendations to the Board. taking in~o account their implications for the budget of the Inatitute. The Program Committee shall meet not more than twice in each year. A meeting held at a ti.. other ~han that of the Annual Meeting of the Board may 1NJ called by the Chairman of the Prograa Committe. 6r upon request by at least three members of the Commit'tee. A quorum for any meeting of ~ PrograM eo.aittee shall be four (~). The arran.eaents tOf' 'the meetings shall be made by the Secretary to the Board of Trustees. Any vacancy in the Program COJIUftittee aay be filled from among the members of the Board by the rem&inina members of the Program Committee. Any person so elected shall serve only until the next meeting of +:he Board. As required from time to time. and provided the Roard or the Director General agrees that funds may be made available, the Program Committee may invite specialists to serve as consultants to the Section 8. Section 1. Section 2. Section 3. 9 • Committee and to attend any of its meetings. The appointments of any such specialists shall be recommended to the Secretary of the Board of Trustees who shall be r~sponsible for appointing the consultants and arrAnging for their attendance. TI1e observations and recommendations of the Program Committee shall be cOmIT.unicated as soon ~s may be practicable after ench meeting of the Committee to th0 other members of the Board of Trustees. ARTICLE VI OFFICERS The officers of the rITA shall be the Director General, the Director for Administration/Secretary to the Board, the Treasurer and such other officers as the Board of Trustees may see fit to appoint from time to time. The Director General, who shall he appointed by the Board, shall manage and administer the affairs of the Institue in accordance with the pOlicies and decisions of the Board and its Executive Committee. He shall be an ex-officio member of the Board, of the Executive Committee, and of the Program Committee. The Director for Administration/Secretary shall be appointed by the Board upon the recommendation of the nirl'ct0:' C;\·!wral. 1'11<' Sccret,lry shall be responsi bl (; to the Director Gelleral. The Secretary shall Section 4. Section 1. ~ection 2. Section 3. 10. be responsible to the Director General for the duties customarily incident to his office. The Board may require him to render such reports as arc necessary or expedient. The Treasurer shall be appointed by the Board upon the recommendation of the Director General. He shall be responsible to the Director General fo~ the duties customarily incident to his offie.. The Board may require him to render such reports as are necessary or expedient. ARTICLE VII HISCELLANI:OUS 1~ere shall he n corporate seal of the IITA. Thcs e bylaws n:.1Y be amended) except that thfl:! may no t conflict with the Decrees, by majority vote of aJ.l members of the Board at any annual meeting or a r .iny special nec t i ng called for the purpose. Any pr.::.posed amendmcrrt 5h.:11l be subml tted to the members in writing not later than the notice of the meeting. Qunstions which may arise in the application or i 11t erpr-e tat ion o f tlF~~{l bylaws sha 11 be determined by the Board of Trustees, subject to the provisions of the Decrees.