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IARSA

Governance of the Federation

Federation Bylaws

Name, purpose and legal framework of the Federation, its organs, officers, territorial licences, discipline and admission of new member bodies.

Article I: Name, Purpose, and Legal Framework

Section 1. Name

The name of this international federated body shall be the International Association of Research Scholars & Administrators Federation (hereinafter referred to as the "Federation" or "IARSA Federation").

Section 2. Purpose

The purpose of the Federation is to serve as the global coordinating umbrella entity to advance research in diversified areas of study, build international academic networks, and standardize professional certifications globally.

Section 3. Structure & Intellectual Property

The Federation operates as a unified global association administered via a Master Intercompany Intellectual Property License Agreement.

  • IARSA Nigeria retains primary ownership of the association’s name, registered marks, global curricula, and professional certification systems.
  • Territorial Licensees (including IARSA United States, IARSA Ghana, and future national bodies) are granted licenses to operate and utilize these assets within their designated regional territories.
  • Independent Governance: Each member body remains an independently incorporated entity, autonomously governed within its jurisdiction, and holds independent legal liability.

Article II: Offices

Section 1. Global Secretariat

The primary international registry and headquarters of the Federation shall be maintained by IARSA Nigeria, with additional core regulatory compliance offices maintained by IARSA United States (State of Delaware), and Ghana.

Section 2. Territorial Offices

The Federation may establish, authorize, or dissolve regional or national network offices across the globe via executive board resolution.

Article III: Membership & Composition

Section 1. Categories of Membership

The Federation recognizes two primary tiers of membership:

  • Constituent Members (Voting): Independently incorporated national or regional IARSA bodies (e.g., IARSA Nigeria, IARSA USA, IARSA Ghana) that are signatories to the Master Intercompany Agreement.
  • Individual Affiliates (Non-Voting): Academic scholars, research administrators, and institutional representatives admitted through their respective territorial entities.

Section 2. Cooperation within the Federation

All member bodies shall align their regional programs with the global IARSA Code of Ethics and the global standardization of certification systems.

Section 3. Financial Obligations and Intercompany Licensing Fees

To sustain global operations, standardise curricula, and protect shared intellectual property, all Territorial Licensees shall remit licensing fees to the primary asset holder (IARSA Nigeria) according to the following formulas:

  • Gross Membership Revenue Fee: Each Territorial Licensee shall remit 15% of all gross revenues generated from individual and institutional membership dues within their jurisdiction, calculated and paid quarterly.
  • Certification and Training Royalty: A fixed royalty of 20% of gross revenue derived from IARSA-standardised professional certifications, training programs, and executive diplomas shall be paid to the global treasury.
  • Annual Base Franchise Fee: A flat annual maintenance fee of $2,500 USD (or local currency equivalent) is due by the 31st of March each calendar year from each operating national body to cover global secretariat administration.
  • Late Remittance Penalty: Any fee payment delayed past thirty (30) days from the due date shall accrue interest at a rate of 1.5% per month on the outstanding balance until fully paid.

Article IV: Governance & Organs

The operations of the Federation shall be conducted through three primary organs: the General Assembly, the Executive Board, and the Standing Committees.

Section 1. The General Assembly

  • Composition: Composed of designated voting delegates representing each active, certified constituent national member organization.
  • Authority: The highest authority and policy-making body of the Federation.
  • Voting: Each certified Constituent Member organization holds one (1) vote. Proxy voting is permitted for constitutional modifications or dissolution protocols, up to a maximum of two proxies held per delegate.
  • Meetings: Shall convene at least once per calendar year for the General Session. Official notice must be distributed to all components at least two (2) months in advance.

Section 2. The Executive Board

  • Officers: Shall consist of a Federation President, Regional Vice Presidents, a Chief Executive Officer / General Secretary, and a Chief Financial Officer.
  • Terms of Office: Officers are elected to serve a term of up to three (3) years, or until their successors are duly elected and assume office. A designated transition period shall follow elections for orderly records transfer.
  • Duties of the President: The President shall preside over all sessions of the General Assembly and Executive Board, act as the primary international spokesperson for the Federation, and appoint committee chairs with board ratification.

Section 3. Standing Committees

The Executive Board shall maintain the following permanent committees:

  • Membership & Credentials Committee: Verifies and certifies delegates prior to voting assemblies.
  • Curriculum & Certification Review Board: Ensures regional compliance with the baseline educational standards owned by IARSA Nigeria.
  • Audit & Finance Committee: Oversees global financial asset tracking, reporting, and licensing fee structures.

Section 4. Expanded Standing Committees

To support specialized operational mandates, the Executive Board shall establish and maintain the following additional Standing Committees:

  • Research Grants & Academic Fellowships Committee: Evaluates global research proposals, administers the federation's peer-review mechanisms, allocates international funding, and oversees the awarding of IARSA Fellowships.
  • Global Ethics & Professional Conduct Committee: Monitors compliance with the IARSA Code of Ethics, investigates complaints regarding academic misconduct or professional malpractice, and recommends disciplinary actions to the Executive Board.
  • International Conferences & Events Committee: Coordinates the annual global summit, standardises regional symposia guidelines, and manages cross-border scholarly exchange programs.
  • Strategic Partnerships & Institutional Advancement Committee: Identifies and negotiates institutional affiliations, corporate sponsorships, and university partnerships to expand the Federation’s global footprint.

Section 5. Quorum and Voting Requirements

  • General Assembly Quorum: A simple majority (51%) of all active, certified Constituent Member organizations represented by their official voting delegates shall constitute a quorum for the transaction of business at any regular or special meeting.
  • Executive Board Quorum: A majority of two-thirds (2/3) of the seated Executive Board members must be present physically or via real-time electronic communication to constitute a quorum.
  • Standard Voting Thresholds: Unless specified otherwise in these Bylaws, all resolutions, standard motions, and operational measures shall pass by a simple majority vote of the voting components present where a quorum is met.
  • Special Majorities: A two-thirds (2/3) majority vote of the total registered voting strength of the General Assembly shall be required for amending these bylaws or suspending a licensee. A three-fourths (3/4) majority vote is strictly required for the permanent termination or dissolution of a territorial member.

Section 6. Officer Transition and Handover Procedures

To ensure institutional continuity, the handover of executive authority from outgoing to incoming officers shall follow a strict timeline:

  • The Transition Period: A mandatory forty-five (45) day transition window shall commence immediately following the declaration of election results at the General Assembly.
  • Asset and Records Custody: Outgoing officers must surrender all official correspondence, financial ledgers, legal documents, digital assets, credential registries, and corporate bank signatures to their newly elected counterparts no later than thirty (30) days into the transition period.
  • The Handover Report: Every outgoing executive officer must submit comprehensive, written Handover Report detailing active projects, pending financial obligations, and institutional relationships to both the incoming officer and the Global Secretariat.

Article V: Parliamentary Authority & Amendments

Section 1. Supremacy Clause

These Federation Bylaws constitute the supreme operational rules of the international federated body. If any regional operational manual, localized rule, or sub-association resolution is found to be inconsistent with these Bylaws, this document shall prevail.

Section 2. Parliamentary Guidelines

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Federation in all corporate governance cases to which they are applicable.

Section 3. Amendments

These bylaws may be amended, altered, or repealed by a two-thirds (2/3) majority vote of the voting delegates present at any regular or special session of the General Assembly, provided written notice of the proposed text changes has been supplied to all constituent bodies at least sixty (60) days prior to the session.

Article VI: Dispute Resolution Mechanics

Section 1. General Policy

All member bodies, Territorial Licensees, and executive officers commit to resolving administrative, territorial, or financial disputes amicably and collaboratively to preserve the integrity of the Federation.

Section 2. Tiered Resolution Procedure

In the event of a formal dispute between constituent bodies, or between a constituent body and the Federation itself, the parties must follow this sequence:

  • Phase 1: Direct Consultation. The aggrieved parties shall engage in formal, good-faith consultations within fourteen (14) business days of written notification of the dispute.
  • Phase 2: Executive Board Mediation. If unresolved within thirty (30) days, the matter shall be referred to an independent Mediation Panel appointed by the Executive Board (comprising three neutral past-presidents or senior fellows). The panel will issue a non-binding recommendation within thirty (30) days.
  • Phase 3: Binding Arbitration. If mediation fails, the dispute shall be settled by final and binding arbitration administered in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC).
  • Seat and Governing Law: The physical seat of the arbitration shall be Lagos, Nigeria, and the proceedings shall be conducted in English. The governing law of the dispute shall be the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

Article VII: Suspension and Termination of Territorial Licenses

Section 1. Grounds for Automatic Suspension

The Executive Board, by two-thirds (2/3) majority vote, may immediately suspend the operating status, voting rights, and territorial license of a constituent member body upon any of the following occurrences:

  • Financial Delinquency: Failure to remit any intercompany licensing fees, royalties, or annual base franchise fees within sixty (60) days of the specified due date.
  • Failure to Report: Failure to submit mandatory quarterly financial summaries or annual operational reports to the Global Secretariat within thirty (30) days of the reporting deadline.
  • Loss of Local Legal Standing: Lapse, revocation, or suspension of the licensee's corporate registration or non-profit status within its domestic jurisdiction.

Section 2. Grounds for Termination

A territorial license may be permanently revoked, and the constituent member expelled from the Federation, upon a three-fourths (3/4) vote of the General Assembly for any of the following material breaches:

  • Intellectual Property Infringement: Unauthorized modification, unsanctioned rebranding, or independent commercial exploitation of the global curricula, registered trademarks, or certification systems owned by IARSA Nigeria.
  • Ethical or Professional Malpractice: Severe violations of the IARSA Code of Ethics, systemic academic misconduct, or the fraudulent issuance of professional certifications.
  • Unremedied Material Breach: Failure to cure an operational or financial violation within forty-five (45) days of receiving a formal written notice of suspension.
  • Severe Reputational Harm: Engagement in activities, public pronouncements, or political alignments that bring the global reputation, neutrality, or academic integrity of the Federation into disrepute.

Section 3. Effects of Termination

Upon the formal termination of a territorial license, the affected constituent body must immediately:

  • Cease all use of the name "International Association of Research Scholars & Administrators", the acronym "IARSA", and all associated logos, branding, and academic materials.
  • Transfer all active student, scholar, and member registries to the Global Secretariat to protect individual memberships.
  • Remit all outstanding financial obligations accrued up to the exact date of termination.

Section 4. Reinstatement Criteria

A constituent member body placed under formal suspension may petition the Executive Board for the restoration of full operating privileges, provided they satisfy the following criteria:

  • Cure of Financial Defaults: Full remittance of all outstanding licensing fees, royalties, accrued late penalties, plus an additional 10% administrative reinstatement fee calculated against the total overdue balance.
  • Compliance Certification: Submission of a comprehensive compliance report, verified by the Audit & Finance Committee, proving that all underlying reporting failures or administrative breaches have been rectified.
  • Board Approval: A two-thirds (2/3) approval vote by the Executive Board to formally lift the suspension and reinstate territorial rights.

Article VIII: Qualifications and Academic Credentials for Governance

Section 1. Minimum Eligibility Standards for International Officers

To ensure the academic integrity, credibility, and operational leadership of the Federation, all candidates seeking election or appointment to the Executive Board or Standing Committees must fulfill the following mandatory qualifications:

  • Terminal Academic Degree: Must hold a verified Ph.D., Ed.D., or equivalent terminal doctoral degree from a universally recognized and accredited university.
  • Professional Experience: A minimum of ten (10) years of active, post-doctoral experience in higher education teaching, academic research, or senior-level research administration.
  • Academic Rank: Must hold or have held the minimum academic rank of Senior Lecturer, Associate Professor, or Professor at a recognized tertiary institution.
  • Publication Track Record: Proven scholarly contribution with at least ten (10) peer-reviewed publications in high-impact international journals or equivalent administrative research monographs.
  • Membership Longevity: Must be a certified Fellow (FCRSA) or an active individual member in good standing with their respective Territorial Licensee for a continuous period of not less than three (3) years.

Article IX: Indemnification and Liability Limitation

Section 1. Separation of Legal Liability

The Federation is structured as a network of legally distinct entities.

  • No Joint Liability: No Territorial Licensee or member body shall have the legal authority to bind, obligate, or create liability on behalf of the primary asset holder (IARSA Nigeria) or any other member body without explicit, written authorization from the Executive Board.
  • Territorial Responsibility: Each Territorial Licensee assumes full, independent legal and financial liability for its local operations, regional compliance, employment practices, and domestic programmatic executions.

Section 2. Indemnification Clause

Each Territorial Licensee shall fully indemnify, defend, and hold harmless IARSA Nigeria, the Federation, its international officers, directors, and committee members from any claims, losses, damages, liabilities, lawsuits, or expenses (including reasonable legal fees) arising directly or indirectly out of:

  • Local operational negligence or breach of regional statutory laws.
  • Unauthorized modifications or execution of the standardized global curricula.
  • Domestic contract defaults, financial mismanagements, or local tax non-compliance.

Article X: Admission of New Territorial Members

Section 1. Application Eligibility Criteria

Any newly forming national or regional association of research scholars and administrators seeking admission into the Federation as a Constituent Member must submit a formal application to the Membership & Credentials Committee showing proof of:

  • Valid corporate, non-profit, or non-governmental organization (NGO) registration within their specific domestic jurisdiction.
  • A minimum baseline of fifty (50) registered individual professional members matching the academic criteria of the Federation.
  • Full legal adoption of the global IARSA Code of Ethics into their localized corporate bylaws.

Section 2. Evaluation and Admission Track

  • Step 1: Technical Review. The Membership & Credentials Committee shall audit the applicant’s legal paperwork, operational plan, and executive board qualifications.
  • Step 2: Signatory Mandate. Upon initial approval, the applicant must formally execute the Master Intercompany Intellectual Property License Agreement with IARSA Nigeria, agreeing to all financial formulas and fee schedules under Article III.
  • Step 3: Ratification. The applicant shall be admitted into full voting membership only upon a two-thirds (2/3) majority vote of approval by the General Assembly at its next general meeting.