The name of this Organization shall be the Pacific Institutes of Marine Sciences ("Organization" herein), a non-profit organization incorporated in Hong Kong.
II. PURPOSE
The purposes of the Organization shall be:
- To raise and distribute funds for exchange of post-graduate students and post-doctoral fellows for training and research at member institutions.
- To provide a forum for resolution of problems common to non-profit marine laboratories and institutions in the Pacific Ocean nations, and to promote the importance of research and education at these marine science institutions.
- To further the wise use and conservation of marine and coastal resources, and to encourage increased accomplishments and initiatives in related areas.
- To increase the effectiveness of member institutions in their work on marine and coastal resources.
- To stimulate cooperation and unity of effort among members.
- To act on other such matters as may be of mutual interest to member institutions.
III. CONDUCT OF BUSINESS
Conduct of business of the Organization shall be governed by these Articles of Organization and Bylaws of the Organization. The rules contained in the latest edition of "Roberts Rules of Order," most recently revised, shall govern the conduct of Organization meetings provided they are not inconsistent with the provisions of these Articles and the Bylaws of the Organization.
IV. BYLAWS OF THE ORGANIZATION
The Organization shall maintain Bylaws of the Organization ("Bylaws" herein), which shall describe the methods of conduct of business for the Organization. In the event of conflict between the Bylaws and these Articles of Organization, the Articles of Organization shall govern.
V. MEMBERSHIP, RIGHTS AND PRIVILEGES
Regular membership in the Organization shall be composed of marine science institutions in countries with sea coasts on the Pacific Ocean. Member institutions shall be operated by universities and other non-profit organizations in Pacific Ocean states. For the purposes of this Organization, Marine Science Institutions shall be defined as those shore-based laboratory facilities directly accessing the marine environment.
All member marine institutions shall have the same rights and privileges.
Each member institution shall be represented by its director or by a delegate who is appointed by the director of the member organization.
VI. OFFICERS OF THE ORGANIZATION
The Officers of the Organization shall be a President, a Secretary-Treasurer, a President-Elect, and a 5-member Board of Directors. All officers shall be employees of Member Institutions and shall be elected by a majority of the Member delegates of the Organization by in-person or electronic vote, depending on the form of the meeting. Together, the above-named officers shall constitute the Executive Committee. The first slate of officers was chosen by consensus at the formative meeting and subsequently they will be chosen by ballot at 3 -year intervals.
VII. ORGANIZATION MEETINGS AND QUORUM
- Regular Meeting: The Organization shall hold a minimum of one meeting in every calendar year for the purpose of conducting Organization business. This meeting may be held as an in-person gathering of delegates or as an electronic forum. The President/Chair will inform all members by electronic mail of matters requiring discussion or a vote.
- Special Meetings: Special meetings of the Organization may be held from time to time upon call of the Executive Committee. At least twenty (20) days notice (by letter or electronic mail) of form (i.e., in-person or electronic), time and place of such special meetings shall be given to all members. The purpose of any special meeting shall be specified in the notice.
- Quorum: A quorum shall consist of a majority of regular member delegates.
VIII. COMMITTEES
- Executive Committee: Conduct of business between Organization meetings shall be carried out by the Executive Committee, as defined above. The Executive Committee shall act for the Organization in all matters of business and on matters of policy as authorized at an Organization meeting. Membership, term of office and other duties shall be governed by the Bylaws.
- Standing and Other Committees: Standing and Other Committees, as needed, are established in accordance with the Bylaws.
IX. FINANCIAL
The fiscal year for the Organization shall be January 1 through December 31. Funds remaining at the end of the fiscal year shall be carried forward into the following fiscal year. No funds from the Organization shall inure to the benefit of any individual or Organization member. The Organization shall have the authority to receive gifts and donations.
An audit of the books of the Organization shall be conducted annually by a three-person committee of delegates from the Member institutions of the Organization appointed by the Executive Committee. The results of this audit shall be provided to the Organization members annually by electronic mailing.
X. AMENDMENT
These Articles of Organization may be amended by a two-thirds (2/3) vote of the regular members at a duly constituted meeting of the Organization at which a quorum is present or by electronic vote. Notice of any proposed amendment, together with the full text thereof and the name(s) and address(es) of the proponent(s) shall be given to all members of the Organization at least ninety (90) days prior to the meeting, or by mail ballot.