Bylaws

Last updated on February 20, 2023

ARTICLE I: The Purpose and Mission

Section 1

The purpose of Operation Twelve is to conduct research on the impact of tumultuous events such as explosions, warfare, and political turmoil on communities and individuals, with a particular focus on the Middle East. The nonprofit aims to understand how people cope and adapt in the face of these challenging circumstances.

Section 2

The mission of Operation Twelve is to empower undergraduate students in conducting research that contributes to the nonprofit’s understanding of how people respond to tumultuous events. The organization believes that by engaging students in the research process, it can help foster the next generation of leaders who are committed to understanding the complex issues facing communities around the world.

Section 3

Operation Twelve has the following objectives:

To conduct research that contributes to a deeper understanding of the impact of tumultuous events on communities and individuals, with a focus on the Middle East.
To empower undergraduate students to participate in the research process and gain valuable skills in data collection, analysis, and presentation.
To disseminate research findings to policymakers, academics, and the public to increase awareness and understanding of the impact of tumultuous events on communities and individuals.
To foster collaboration and partnerships with other organizations, researchers, and institutions to advance knowledge and understanding of the impact of tumultuous events on communities and individuals.
To promote social justice, human rights, and equality through research, education, and advocacy.

Section 4

Operation Twelve shall not discriminate against any individual or group of individuals on the basis of race, ethnicity, gender, sexual orientation, religion, age, or disability in any of its activities or operations. The organization is committed to creating an inclusive and diverse environment that respects the dignity and worth of all individuals.

ARTICLE II: Appointment of Directors

Section 1

The directors shall be elected or otherwise selected in accordance with the following procedures:

Nomination Process: The nomination process for directors shall be open to all members of the organization. Members shall be notified of the upcoming election or selection process and the deadline for submitting nominations.
Qualifications: To be eligible for nomination, a member must have been in good standing for at least one year and must have demonstrated a commitment to the mission and goals of the organization.
Election or Selection: The election or selection of directors shall take place by secret ballot. The nominee receiving the majority of votes cast shall be elected or selected to serve as a director.
Term of Office: The term of office for a director shall be three years. Directors may be re-elected or re-appointed for an additional term, subject to the nomination and election or selection procedures described in this section.
Vacancies: Any vacancy in the position of director shall be filled by a special election or selection process as soon as practicable.
Removal: A director may be removed from office for cause by a two-thirds vote of the remaining directors.
Compensation: Directors shall serve without compensation, except that they may be reimbursed for reasonable expenses incurred in the performance of their duties.

Section 2

The board of directors shall consist of not less than three (3) nor more than twelve (12) members. The exact number of directors shall be determined by the board of directors from time to time, subject to the approval of the members of the organization.

Section 3

A quorum for the transaction of business shall be a majority of the directors then in office. In the absence of a quorum, no business shall be transacted, except to adjourn the meeting to a later date.

Section 4

The board of directors shall hold regular meetings at least four times per year, at such times and places as the board may determine. Special meetings may be called by the Director or by a majority of the directors. Notice of any meeting, stating the time and place of the meeting, shall be given to each director at least thirty (30) days prior to the meeting. Meetings may be held in person, by telephone, or by electronic means, as determined by the board of directors.

ARTICLE III: Board Action

Section 1

The board of directors may take action in accordance with the following procedures:

Meeting: The board shall hold a meeting, in person or by telephone or other means, to discuss the matter on which action is to be taken.
Quorum: A quorum of the board must be present to take any action. A quorum shall consist of a majority of the total number of directors then in office.
Voting: Each director shall have one vote. Action may be taken upon a majority vote of the directors present at the meeting, provided that a quorum is present.
Written Consent: The board may also take action without a meeting if each director signs a written consent describing the action taken. The written consent must be filed with the minutes of the proceedings of the board.
Emergency Action: In the case of an emergency, action may be taken by telephone or other means, without a meeting or written consent, if all of the directors consent to the action taken. The action taken shall be reported to the board at its next meeting.

Section 2

The board may establish an executive committee to act on behalf of the board between meetings. The executive committee shall consist of not less than three (3) nor more than five (5) directors. The Director shall appoint the members of the executive committee, subject to the approval of the board. The executive committee shall have the authority to act on behalf of the board, subject to the following limitations:

The executive committee shall not have the power to amend the articles of incorporation, adopt a plan of merger, or authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the organization.
The executive committee shall report all actions taken to the board at its next meeting.

Section 3

The board may hold meetings by telephone or other electronic means, provided that all participants can hear and speak to each other at the same time. Participation in such a meeting shall constitute presence in person at the meeting.

ARTICLE IV: Board Meetings

Section 1

Board meetings shall be called by the Director or by any three directors. The call for a board meeting may be made in writing, by telephone, or by electronic means. The Director or the directors calling the meeting shall specify the date, time, and location of the meeting.

Section 2

Notice of each board meeting shall be given to each director at least seven (7) days prior to the meeting. The notice shall be in writing, by electronic means or by telephone, and shall include the date, time, and location of the meeting, as well as an agenda for the meeting.

Section 3

Any director may waive notice of any meeting of the board of directors. The waiver must be in writing, signed by the director or directors waiving notice, and filed with the minutes or corporate records of the organization. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 4

In the event of an emergency that requires action by the board of directors before the next regularly scheduled meeting, the Director or any three directors may call an emergency meeting of the board of directors. Notice of the emergency meeting shall be given as soon as practicable, and in no event later than 24 hours prior to the meeting. Emergency meetings may be held in person, by telephone, or by electronic means, as determined by the board of directors.

Section 5

Section 6

Meetings of the board of directors shall be conducted in accordance with Robert’s Rules of Order, Newly Revised, except as otherwise provided in these bylaws or by law. Minutes of all meetings shall be kept and distributed to all directors in a timely manner.

ARTICLE IV: Officers

Section 1

The officers of the corporation shall consist of a Director, a Vice Director, a Secretary, and a Treasurer. Any other officer positions deemed necessary by the Board of Directors may be created by resolution of the Board.

Section 2

The officers shall be elected by the Board of Directors at the annual meeting of the Board. Each officer shall hold office for a term of one year or until their successor is duly elected and qualified. Officers may be re-elected for successive terms.

Section 3

Any officer may be removed from office by a two-thirds vote of the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby.

Section 3

A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

ARTICLE V: Director

Section 1

The Director shall be the chief executive officer of the corporation and shall have general supervision over the affairs of the corporation. The Director shall preside at all meetings of the Board of Directors and shall perform such other duties as may be assigned to him/her by the Board of Directors.

Section 2

The Director shall have the power to execute contracts and other documents on behalf of the corporation, and shall have the power to appoint committees, subcommittees, and other bodies as necessary to carry out the work of the corporation.

ARTICLE VI: Vice Director

Section 1

The Vice Director shall perform such duties as may be assigned to him/her by the Director or the Board of Directors. In the absence of the Director or in the event of the Director’s inability to act, the Vice Director shall perform the duties of the Director.

ARTICLE VII: Secretary

Section 1

The Secretary shall keep minutes of all meetings of the Board of Directors, and shall have charge of the corporate records of the corporation. The Secretary shall give notice of all meetings of the Board of Directors and shall perform such other duties as may be assigned to him/her by the Director or the Board of Directors.

Section 2

If the Board of Directors deems it necessary, an Assistant Secretary may be appointed by the Board. The Assistant Secretary shall perform the duties of the Secretary in the Secretary’s absence.

ARTICLE VIII: Treasurer

Section 1

The Treasurer shall have custody of all funds and securities of the corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Section 2

If the Board of Directors deems it necessary, an Assistant Treasurer may be appointed by the Board. The Assistant Treasurer shall perform the duties of the Treasurer in the Treasurer’s absence

ARTICLE IX: Voting Members

Section 1

Operation Twelve shall not have any voting members. The authority to make decisions and take actions shall rest solely with the Board of Directors, as outlined in the organization’s governing documents. Any suggestion or recommendation from individuals or groups shall be taken into consideration by the Board of Directors, but it shall not be binding on the Board. The Board of Directors shall have the power to appoint committees, officers, and employees, as it deems necessary and appropriate, to carry out the organization’s mission and objectives.

This provision shall apply to all members and stakeholders of the non-profit organization, and no individual or group shall be entitled to vote on any matter related to the organization’s affairs, including but not limited to the election of officers, approval of budgets, or amendment of the bylaws.

The purpose of this provision is to ensure that the organization is governed in a transparent and effective manner, with decisions made by a qualified and dedicated group of individuals who have been appointed to serve the organization’s best interests. By eliminating the need for voting members, the organization can focus on achieving its mission and objectives, without undue influence from any particular group or individual.

In the event that any provision of this section conflicts with any other provision of the bylaws, the Board of Directors shall have the power to resolve such conflicts in its sole discretion.

ARTICLE X: Authorization of Board and Non-Board Committees

Section 1

The Board of Regional Offices shall be considered as Board Committees.

These committees shall be authorized to act with the authority of the Board of Directors and shall be responsible for making recommendations, developing policies, and overseeing the operations of the organization.

Section 2

Non-Board Committees shall be established by the Board of Directors as necessary to carry out the work of the organization.

Non-Board Committees may be advisory or operational in nature, and shall be authorized by the Board to carry out specific tasks or functions.

Advisory Committees shall be tasked to provide recommendations to the Board of Directors, but shall not have the authority to make decisions on behalf of the organization.

Operational Committees shall be authorized to act with the authority of the Board of Directors to carry out specific tasks or functions, as outlined in their mandate.

Section 3

The Board of Directors shall establish the mandate and scope of work for each committee.

The mandate shall outline the committee’s objectives, responsibilities, and reporting requirements.

The mandate shall be reviewed and updated annually by the Board of Directors.

Section 4

Committee members shall be appointed by the Board of Directors, based on their skills, expertise, and experience.

Committee members may be drawn from the Board of Directors or from outside the organization.

Committee chairs shall be appointed by the Board of Directors and shall be responsible for leading the committee and reporting back to the Board on its activities.

Section 5

Committees shall meet as necessary to carry out their work.

Committee meetings shall be chaired by the committee chair, or in their absence, by another member of the committee.

Committee meetings shall be recorded in minutes, which shall be circulated to committee members and the Board of Directors.

Section 6

Committees shall report regularly to the Board of Directors on their activities, progress, and recommendations.

Reports shall be presented in writing or verbally at Board meetings, as required.

Committee reports shall be reviewed and discussed by the Board of Directors, who shall provide feedback and direction as necessary.

Section 7

Committees shall be terminated by the Board of Directors when their mandate has been completed, or when they are no longer required.

Committee members shall be notified in writing of the termination of their committee and thanked for their service to the organization.

ARTICLE XII: Conflicts of Interest

Section 1

The purpose of this article is to establish guidelines for the identification, disclosure, and management of conflicts of interest (COI) at Operation Twelve Laboratories (OTL), a nonprofit research organization.

Section 2

A conflict of interest arises when an individual’s personal, professional, or financial interests, or those of a close family member, may influence or appear to influence their ability to act in the best interest of OTL or compromise the integrity of OTL’s research.

Section 3

All staff, officers, and members of the board of directors must disclose any COI to OTL as soon as they become aware of it. Disclosure must be made in writing to the Chief Executive Officer (CEO) or to the Chair of the Board of Directors. The disclosure must include the nature and extent of the COI and any steps taken to manage or eliminate it.

Section 4

OTL will review all disclosures and determine the appropriate management strategy for each COI. The CEO or Chair of the Board of Directors will be responsible for managing COIs involving employees or officers. The Board of Directors will be responsible for managing COIs involving members of the Board.

Section 5

The following mitigation strategies may be employed to manage COIs:

Recusal: The individual with a COI will not participate in any activity or decision-making process that may be affected by the COI.
Divestment: The individual with a financial COI may be required to divest from the relevant investment or relationship.
Management Plan: The individual with a COI may be required to follow a management plan that outlines specific actions to be taken to manage the COI.

Section 6

OTL will conduct an annual review of all disclosures and management plans to ensure that COIs are appropriately managed and disclosed.

Section 7

Failure to disclose a COI may result in disciplinary action, up to and including termination of employment or removal from the Board of Directors. Violation of OTL’s COI policy may also result in legal or financial penalties.

Section 8

This section may be amended by a two-thirds vote of the Board of Directors, with notice of the proposed amendment provided to all Board members at least 30 days before the vote.