PREAMBLE
Whereas Controlling HIV globally requires objective, timely, independent and high-quality, monitoring, assessment and analysis of the most current information on the pandemic; and
Whereas the MAP network, an informal group of independent technical experts, has carried out these activities and desires to continue its work as a more formal collegial network of recognized technical experts; and
Whereas the members of the MAP Network recognize the importance of creating a structure that will enable it to continue as a network of individual experts while maintaining in the quality of its work and operations the confidence of researchers, governments, non-governmental organizations and funding organizations;
Therefore, The Members of the MAP Network have developed and the interim Board has approved this Organizing Document and By-laws to be the governing document of the operation, administration, funding and programs of the Network.
ARTICLE I
Name
The name of the organization is the MAP (Monitoring the AIDS Pandemic) Network (Hereafter "The MAP Network"). The MAP Network shall be independent of any government or intergovernmental institution or organization.
ARTICLE
II
Purposes of the
MAP Network
The MAP Network has been organized to operate exclusively for charitable and educational purposes, including, but not limited to, the following:
1. Monitoring, assessing and analyzing the status and trends in the global, regional and national aspects of the HIV/AIDS pandemic and responses to it, and publishing and widely disseminating the results of this work,
2. Developing and maintaining a membership of internationally recognized technical experts including epidemiologists, modelers, economists, and social, behavioral, public health and international development specialists,
3. Sponsoring, co-sponsoring and participating in workshops and other meetings of its members, and other interested individuals and organizations in order to provide objective timely and high-quality analyses of the most current information on the pandemic,
4. Assisting the development of national programs and providing technical assistance to those programs,
5. Maintaining its independence, while working closely and collaboratively with intergovernmental organizations, regional organizations, governments and non-governmental organizations including foundations, universities, advocacy organizations, and expert technical networks.
6. Engaging in other activities that are supportive of its purposes and consistent with its status as a charity/non-profit organization.
ARTICLE
III
Membership
A. Membership in the MAP Network shall be open only to individuals acting in their individual capacity.
B. Members will be selected by the Board of Directors, or its Steering Committee upon recommendation of the Membership Committee of the Board.
C. The Membership Committee shall meet and report its recommendations to the Board in order to permit selection or renewal of members prior to each global AIDS meeting.
D. Criteria for selection of members by the Membership Committee shall include:
1. Recommendation by a current member,
2. Current involvement and professional expertise relating to the mission of the MAP Network, and
3. Regional representation and balance.
E. There will not be a membership fee
F. The full membership will meet at least every two years, for example in conjunction with the International AIDS meeting, to conduct its business including selection of members of the Board of Directors.
G. Members will be expected to be active (e.g., participate in a minimum of one meeting, either regional or global, every 2 years, or participate in other formal MAP activities during this time)
H. Membership will be for a fixed period as determined by the Board and will be renewable unless a member requests being dropped or does not continue to meet the criteria for membership.
ARTICLE
IV
MAP Network
Leadership
A. 1. The MAP Network will be led by officers, whose functions and selection are described in this article, and a Board of Directors whose functions are described in Article VI. The initial officers will be the Chair and the Vice-Chair.
2. The Chair and Vice-Chair will be selected by the Membership from the existing membership and the Vice Chair will succeed the Chair on the recommendation of the Board of Directors.
B. 1. The Chair of the MAP Network will serve for a two-year term with an option to serve for one additional two-year term.
2. The Chair will have the responsibility to:
- organize and coordinate meetings and publications
- arrange for the funding of projects and manage the finances of the Network
- assure the independence and integrity of the Network
- administer notices and other communications of the MAP Network with members, affiliates and other global, regional, governmental and non-governmental entities interested in the work of the Network
- serve as the spokesperson for the Network, and
- carry out any other responsibility conferred by the Board.
C. 1.The Vice-Chair will serve for a two-year term with an option to be reelected for one additional two year term. The Chair and the Vice-Chair will, insofar as practicable, come from different regions.
2. The Vice-Chair will work with the Chair to manage the operations of the MAP Network and can act in place of the Chair at meetings in the absence of the chair or otherwise at the direction of the Chair or the Board of Directors.
D. Upon completion of his/her term, the Chair may be designated Past Chair by the Board of Directors. The Past Chair will be available to the Chair and Vice-Chair to provide continuity in the management of the MAP Network and to take on specific tasks at the request of the Chair or the Board of Directors.
E. The Board of Directors can vote to add other officers if it is important to the effective operation of the MAP Network.
ARTICLE
V
Offices and
Administration
A. The MAP Network will maintain an office located at the office of the Chair that will carry out the administrative work of the MAP Network. The Board may designate a fixed location for the secretariat if the size and resources of the MAP Network makes that appropriate.
B. The office of the Chair shall also be responsible for managing the finances and expenditures of the MAP Network, including maintaining appropriate financial and other records of the MAP Network and transferring these records to the incoming chair in a timely manner.
C. The Chair of the MAP Network can, consistent with available financial resources, arrange for appropriate support to assist with carrying out the activities of the Network.
ARTICLE
VI
Board of Directors
A. 1. The affairs of the MAP Network shall be managed, controlled and directed by a Board of Directors of no more than fifteen (15) members of the MAP Network.
2. The Board shall be composed of a fixed number of members, as indicated in section A. 1. above, with attention paid to regional representation, specific expertise and experience. A vote of the Board can add to the number of members.
3. The Transition team can select no more than eight (8) members to serve as an initial Board until the next meeting of the Membership as provided in Article III.
4. Thereafter, members of the Board shall be nominated by the existing Board and selected by a majority vote of the membership present and voting at a membership meeting. A Board member cannot serve more than two full consecutive terms.
5. The Chair, Vice Chair and Past Chair of the MAP Network shall serve on the Board but shall not serve either as the President or Vice President of the Board.
B. 1. The Board shall have a President and Vice President.
2.There shall be a Steering Committee of the Board that can exercise the powers of the Board in between meetings.
C. The terms of Board members shall be for 4 years with the possibility of renewal. The terms of Board members shall be staggered and the initial Board selected so that one half of the members are elected for a two-year term and the other half for a four-year term.
D. A member of the Board of Directors can resign by giving notice to the President, and can be dismissed by a majority vote of the Board.
E. Meetings
1. The Board shall meet in conjunction with MAP Network global meetings, but not less frequently than every two years. Board members shall receive notice of Board meetings not less than 30 days in advance of a scheduled meeting.
2. A special meeting of the Board can be held with 10 days notice. A special meeting of the Board can consider all matters that can be considered at a regular meeting of the Board.
3. With the required notice, meetings of the Board can be conducted in person, by telephone or electronically.
F. All matters before the Board of Directors shall be decided by a majority vote of the Directors present at a meeting at which a quorum of a simple majority exists.
G. Neither members of the Board nor other members shall be compensated for their work on behalf of the Network. However, with the approval of the Board, a member or officer may be reimbursed for expenses.
H. Committees of the Board
1. The Board shall designate a Steering Committee, a Membership Committee, a Finance Committee and such other committees it considers important for the management of the MAP Network. Committees shall be composed of MAP Network members and shall include at least one member of the Board of Directors.
2. The Steering Committee shall consist of at least five but no more than seven MAP members, one of whom shall be the President of the Board of Directors, who shall also Chair the Steering Committee and a second of whom shall be the Chair of the Network. The Steering Committee shall have those powers that the Board of Directors shall grant to it for the management of the Network.
3. The Membership Committee shall recommend new members to the Board for approval. It shall also review the membership status of existing members to assure that they continue to meet the criteria for membership.
4. The finance committee shall oversee the solicitation of and expenditure of funds by the MAP Network, including arranging for an audit of the organization's funds and assuring that expenditures are consistent with the purposes of the Network and with available funding.
ARTICLE
VII
Miscellaneous
A. Indemnification
The MAP Network shall indemnify and hold harmless the following persons, to the fullest extent permitted by law, from and against any and all obligation, liabilities and expenses arising from and in the course of the performance of their duties: Members of the Board of Directors, Officers, other employees and agents, and all persons who, at the request of, or in behalf of, or in the interest of the Network, may serve as a representative of the Network.
B. Audit
1. The President shall arrange for an annual audit to be conducted of the finances and financial condition of the MAP. The audit shall be carried out by an organization that meets the standards for non-profit or similar organizations.
2. The audit shall be transmitted promptly to the Board and shall also be made available to funding agencies and members at meetings of the membership.
C. Amendments
These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted, at any meeting of the Board of Directors, by a vote of a majority of the Directors upon appropriate notice to the other Directors.
D. Languages
The work of the MAP Network shall be conducted in English. However, to achieve a wide dissemination of its work, reports and workshops as well as other communications shall be translated into or conducted in other languages as appropriate, and funds permitting.
E. Liquidation
The Board of Directors shall arrange for the liquidation of the MAP Network at such time as the Board concludes that the Network is no longer serving a useful purpose. Any funds remaining at the time of liquidation shall, on a vote of the Board, be turned over to a designated organization or organizations working on the AIDS pandemic.
Members of the Transition team/Initial Board of Directors
____________________________
Karen Stanecki /date
____________________________
Christopher Archibald/date
____________________________
Carlos Caceres/date
____________________________
Peter Lamptey/date
____________________________
Karl-Lorenz Dehne/date
____________________________
Rokiah Ismail/date
____________________________
Bernhard Schwartländer/date
____________________________
Daniel Tarantola/date
MAP Secretariat
International Programs Center
Population Division
U.S Bureau of the Census
Washington, D.C. 220233-8860
Tel: 301-763-1433 Fax: 301-457-3034
E-mail: IPC-HIV@census.gov