Statutes for the Corporation of the International Year of Planet Earth

11 January 2007
Amended 22 January 2007, approved 13 March 2007
Amended 31 May 2007

Preamble

The United Nations General Assembly at its 60th session declared 2008 the ‘International Year of Planet Earth’, hereinafter called the ‘YEAR’.

The Corporation of the International Year of Planet Earth, hereinafter referred to as ‘Corporation’, is the formal organisational unit to manage and run the activities of the YEAR, described in its business plan as of January 2006. It was founded by the main initiator of the YEAR, the ‘International Union of Geological Sciences’ (IUGS), in consultation with all partners engaged in launching the YEAR as ‘Not-for-profit 501 (c) corporation’ incorporated in the State of Delaware, USA.

The structure of the Corporation reflects the different responsibilities of the various partners, stakeholders and players in the YEAR. The stakeholders comprise the two Initiating organisations, IUGS and UNESCO, the Founding Partners, the Associate Partners, the sponsors and donors, the Science Programme Committee, the Outreach Programme Committee and Development Committees, the Senior Advisers, Goodwill Ambassadors and Patrons, as well as the national/local organising committees of the Corporation.  

Objectives and Composition

1.     The objectives of the Corporation are (a) to promote international initiatives to increase awareness of the importance of Earth sciences for the achievement of sustainable development, and (b) to encourage all organisations and groups interested in that endeavour to implement related actions and projects in consultation with the respective officers of the Corporation at the local, national, regional and international levels under the YEAR’s banner.
2. The Corporation operates in synergy with UN-bodies, notably UNESCO, UNEP and other relevant entities, as well with IUGS, the Founding and Associate Partners of the YEAR and other Earth science societies and groups throughout the world.
3. The Corporation shall guide the activities of the Preparatory and Transition Phases of the Year, as well as the Implementation Phase, broadly covering the triennium 2007-2009. The Corporation replaces the YEAR’s “Management Team“(MT), an informal body controlled ‘at arms’ length’ by the two initiating bodies of the YEAR, IUGS and UNESCO.
4. The Corporation is responsible for the governance and strategic decision making, implemented in the day-to-day operational work and advisory activities related to the YEAR.

Organisational Structure and Administration
5. The Corporation consists of two organs, the Board and the Secretariat with an Executive Director, which will be assisted by three advisory bodies.
Board
6. The Board is responsible for the coordination of the YEAR’s activities around the world and the related strategic decision making. 
7. The Board’s tasks include:
a.   instructing the Secretariat;
b. evaluating its performance;
c. decision-making on strategic and legal matters;
d. facilitating optimal cooperation between the various units and players in the Corporation; and
e. generally implementing its responsibility for the financial performance of the YEAR.
8. All partners engaged in the launching process of the YEAR are represented as Stakeholders/ Members on the Board, but not necessarily on a one-to-one basis. Members are:
1. Both initiators IUGS and UNESCO, all  Founding Partners; if Founding Partners are represented through a Consortium, the Consortium will have one seat.
2. All Associate Partners that opted for a lower profile during the Preparation Phase of the Year, share one seat.
3. All International Partners share one seat.
4. Each of the three Committees in the YEAR (Science, Outreach and Fund-raising/Development) are represented.
5. National Committees will be represented through up to eight Regional Representatives, one per Region.
6. Donors and sponsors will be represented, depending on the level of their contribution to the Corporation’s budget.
Apart from the Chair and Honorary Co-Chair(s) (see 9), the donors and the sponsors (see 8.5), the Board will consist of 26-28 members.
9. The Board shall have a Chairperson and one Vice-chairperson. The Board may include one or more Honorary Co-Chair persons. The Chairperson and Honorary Co-Chairpersons will be appointed jointly by the two Initiators; the Vice-Chairperson will be appointed by the full Board.
10. The Chairperson, Vice-Chairperson, the three Committee Chairs and one ex-officio representative of IUGS and of UNESCO are the Board’s Officers, responsible for the day-to-day decision making. The Executive Director of the Secretariat will participate in all meetings of the Board and of the Board’s Officers as a non-voting Secretary.
11. Decision making on strategic matters will be conducted by the full Board. The Board will meet once a year. Decision-making will take place during that meeting, and, if deemed necessary, in between meetings by electronic voting or by the calling of an extraordinary general meeting.  The IUGS and UNESCO representatives on the Board have veto power.
12. Board members should be mandated by their organisations to speak and act on their behalf. Appointment of Board members will be for the full lifetime of the Corporation, anticipated to be about 4 years.
13. Members of the Board shall not normally be paid for their services by the Corporation. If no external means are available, costs for the Board’s Chairs should be covered from the Corporation’s budget. Except for the Officers, Board members will be invited to cover expenses incurred in their attendance at the meetings.
Secretariat
14. The Secretariat is responsible for the implementation of all of the Corporation’s international operational activities.
15. The Secretariat’s tasks include:
a. implementation of instructions received from the Chair of the Board;
b. preparing Board annual meetings;
c. regular reporting to the Board;
d. tabling strategic decision items for the Board;
e. preparing electronic voting by the Board;
f. maintaining regular contact with the Senior Advisers, Goodwill Ambassadors and Patrons;
g. maintaining contact with the YEAR’s National Committees and keeping a record of national activities, assisting National Committees where possible;
h. promoting the YEAR in all relevant ways;
i. representing the Corporation at events;
j. producing promotional and documentation materials for the YEAR;
k. maintaining the website, production of e-Newsletters, filing correspondence;
l. book-keeping, budget preparation;
m. interaction with the hosting organisation;
n. keeping records of granted science and outreach projects;
o. actively contributing to and keeping records of fund-raising activities;
p. public relations and press contacts, maintaining the YEAR’s calendar, maintaining contact with all stakeholders, responding to requests from stakeholders, maintaining contact with other science year initiatives, et cetera.
16. The Secretariat is established at the Norwegian Geological Survey (NGU) in Trondheim, Norway.  The hosting organisation secures the appropriate operations of the Secretariat, both quantitatively and qualitatively (see 19).
17. The Secretariat has an Executive Director. The Executive Director is responsible for all operations and performance of the Secretariat, including reports to the Board.
18. The Executive Director, together with the Chair of the Board, primarily represents the YEAR externally. The Executive Director reports to the Board’s Chair.
19. The relation between the Corporation, the Executive Director and the hosting organisation for the Secretariat, including service performance, financial compensation and financial accountability of the Corporation, is described in an Agreement, signed by the Chair of the Board, representing the Corporation, by the Director of the hosting organisation and by the Executive Director.
Advisory bodies
20. The Corporation has three advisory bodies: the Senior Advisers, the Goodwill Ambassadors and the Patrons. They advise the Board and its Officers and the Secretariat on the science and outreach programmes, on relevant contacts and links, and on potential donors and sponsors. The advisory bodies may offer advice on each issue concerning the YEAR, either on request or unsolicited. If requested, they may advise the YEAR’s National Committees. Communication will be by electronic means.
National Committees
21. The success of the YEAR depends strongly on ‘grass-roots’ activities. Therefore, the role of the YEAR’s National Committees is considered extremely important within the initiative as a whole. National Committees shall work to achieve the aims and ambitions of the YEAR in their local, and national activities. A National Committee (NC) will be established on the initiative of a given country in consultation and agreement with the Corporation.
22. Although the IUGS Adhering Organization (National Committee) and the UNESCO National Committee are invited to create NCs for the YEAR in the first place, responsibility for the establishment of such bodies is not restricted to these bodies.
23. Ideally, NCs should include representatives of the IUGS and UNESCO National Committees, members of the Geoscience Society, industry, the National Geological Survey, Partners and relevant sectors in society. Requests for formal recognition of a national group as a NC that complies with the overall mission and vision of the YEAR, including the mutual responsibilities of both parties, must be submitted in standardised form (Memorandum of Understanding) to the Chair of the Board or the Executive Director. The Corporation should provide guidelines for constituting NCs.
24. Primary tasks of NCs include preparation and implementation of local and national activities during the triennium of the YEAR. If such activities include international component(s), the respective NC is specifically invited to interact on that with the Corporation.
25. An additional task of NCs is fund raising for the YEAR at local, national and regional levels, as appropriate.
26. NCs and the Corporation should interact on permitted use of the YEAR’s logos, and on posting local and national activities on the Corporation’s website, e-Newsletters, Calendars and other media. NCs should also advise on provision of international outreach for national activities, on financial aspects, on reporting, etc.
27. As mentioned under item 8, NCs are represented on the Board in the first place by their Regional Representatives.
28. Financial responsibilities of NCs in relation to the Corporation will be addressed through their requests for official acknowledgement. NCs will be responsible primarily for fund raising for their national and local activities, while the Corporation will be responsible for fund raising at supra-national levels. If applicable and possible, NCs may apply to the Corporation for (additional) funding.
29. National Committees will not be financially accountable to the Corporation. However, they are requested to transfer a modest percentage (3%) of their generated cash income to the Corporation in return for the international publicity and facilitation services provided.

General
Legal embedding
30. The Corporation is registered under the legal framework provided by the law of the State of Delaware (USA), where the Corporation has its domicile.
31. The Corporation is a not-for-profit 501 (c) (3) Corporation.
Entry into force
32. The Corporation became operational upon incorporation, on March 16, 2006.
Bye-laws
33. The Bye-laws describe the Rules of Procedure.
Financial responsibilities
34. Financial and legal responsibilities for all operations are with the Corporation.
35. Without delay, the Corporation starts fund raising activities as its prime target.
36. If the Corporation is unable to raise sufficient funds to implement the 2006 budget, IUGS provides a loan to be reimbursed by the Corporation at the earliest opportunity (re: Minutes 56th IUGS EC Meeting).
37. The Corporation produces annual financial statements and reports throughout the triennium, and also during the ‘winding-up’ phase of the YEAR in 2010.
38. As the YEAR’s National Committees are not accountable to the Corporation (re: 29), they should make their own arrangements for financial accountability to their sponsors.
Dissolution and arbitrage
39. The Corporation will normally cease its work 6 months after the end of the triennium,  that is by June 30th, 2010.
40. If by 31 December 2006 insufficient funding has been raised at least to cover the organisational costs of the Corporation for 2007, the Initiators will start negotiations with the Founding Partners and other organisations to raise jointly a budget for organisation costs for 2007.
41. If by the end of 2007 the Corporation has been unable to collect a minimum level of funding for its operations, the Corporation may be terminated prematurely. A decision on premature termination will be made by the Initiators, after consultation with the Board, the Director of the Secretariat hosting organisation, and the Founding Partners; no such decision will be made prior to December 31, 2007.
42. If the Corporation is terminated prematurely, all goods purchased will be returned to the Initiators for disposition.
43. In case of disagreement between parties, an independent mediator will be appointed to the satisfaction of all parties. His/her conclusion will be binding.


Bye-laws