BYLAWS OF THE RESEARCH INSTITUTE OF UNITED STATES SPANISH, INC. (RIUSS)
The name of this corporation is “Research Institute of United States Spanish, Inc.” (RIUSS). The Institute is registered in the City of New York, NY, with perpetual existence. The purposes of this Institute are exclusively scientific and educational. Its mission is to support understanding and participation of Hispanics in the US society through research and dialogue on the fuller understanding of Spanish as it is used in the United States.
Vision – RIUSS aims to consolidate the linguistic identity of Spanish speakers in the United States through the study of the written/formal uses of the language.
Mission – RIUSS strives to create and function in a space for dialogue and research to determine and consolidate the use of formal Spanish of the United States.
Section 1: Classes
The Membership of RIUSS shall consist of the following four classes: Subscribers, Friends, Associates and Sponsors.
Section 2: Eligibility
a) Subscribers: are those persons who pay a Subscriber membership fee as determined by the Board of Directors.
b) Friends: are those persons who pay a Friend membership fee as determined by the Board of Directors.
c) Associates: are those persons who have less than ten years of experience in the field and pay their Associate membership fee as established by the Board of Directors.
d) Sponsors: are those persons who pay the Sponsor membership fee as a contribution to RIUSS endeavors as established by the Board of Directors.
Section 3: Rights and Responsibilities
a) All members of all classes to be in “good standing” shall support the mission and goals of RIUSS and pay any dues or fees required of their membership class.
b) All members are bound by these bylaws in all affairs pertaining this corporation.
c) Membership shall be for the one-year period from January 1 to December 31 for each calendar year.
d) Members will receive an email subscription to RIUSS newsletter and discount on webinars.
Board of Directors
Section 1: Composition and Elections
a) The initial Board of Directors is comprised of the five founders of RIUSS upon its incorporation. The Board of Directors shall consist of at least five but not more than nine members.
b) The Officers of the Board shall be: President, Vice President, Second Vice President, Treasurer and Secretary.
c) The term of office of the five founders and Board Members elected successively shall be three years. Sitting Board Members are not term limited and may be re-elected successively.
d) Election of Board Members shall take place every ten years.
e) The Board of Directors shall inform members of RIUSS of the schedule and requirements of the election at least two months before the scheduled date of the election.
f) Election of members shall be via email.
g) The Board may remove a Board Member when a simple majority of Members of the Board determines that the Member’s continued service on the Board is not in the best interest of the Institute.
h) In the event of a vacancy occasioned by death, resignation, or removal of any Member, the Board may elect by simple majority vote a replacement to serve the balance of the term of the Member who was unable to continue.
Section 2: Meetings
a) No fewer than two regular meetings of the Board of Directors shall be held each calendar year, including one on the first Tuesday of June and one on the one on the first Tuesday of December, at a time and place designated by the Board with at least two weeks’ notice. Other meetings may be called by the President or by at least half of the Board Members with at least one-week notice.
b) The presence at any meeting, whether physical, via telephone, or via web, of at least one-half of the Board Members shall constitute a quorum for conducting RIUSS’ business.
c) For purposes of quorum, attendance can be in person, via telephone or via web.
d) Except as may be required by law or by these Bylaws, decisions of the Board shall be taken by a simple majority of members voting. Voting by proxy shall be limited to specific subjects set forth in the notice of the meeting. In the event of a tie, the vote of the President shall prevail.
Section 3: Powers and Functions
a) The Board is responsible for the direction and management of RIUSS in accordance with the Certificate of Incorporation. It may hire administrative staff and form committees.
b) The Board may enter into agreements, contracts or Memoranda of Understanding (MOU) and may form alliances with organizations whose mission align with the mission of RIUSS. Such organizations may include universities, research entities, professional associations and others as determined by simple majority vote of the Board of Directors.
c) The Board may conduct fund-raising activities through outreach to corporations, government entities, foundations, individuals and other organizations as it deems appropriate.
d) The Board may call at its discretion a meeting of the general membership to vote on matters so designated by the Board.
Section 4: Compensation
Members of the Board of Directors shall not receive remuneration for their services to the organization. They may be remunerated, however, for articles, services, studies and other work performed on a personal basis related to the mission of RIUSS only in compliance with Article VII of these bylaws. The Board of Directors, by simple majority vote, will approve the level and nature of the remuneration.
Section 5: Liability
a) In the absence of fraud or bad faith, the Board Members of this Institute shall not be personally liable for debts, obligations or liabilities. Board Members shall be completely protected and justified in acting upon the opinion or advice, oral or written, of counsel for the Institute. The Board shall have the power to and shall indemnify any Board Member, officer or former Officer of the Institute for expenses and costs (including attorney’s fees) actually and necessarily incurred by such person in connection with any claim asserted against such person by action in or otherwise, by reason of being or having been such an Officer or Board Member, except in relation to matters in which such person has been guilty of gross negligence or willful misconduct in respect of the matter in which indemnity is sought.
b) Board Members shall not be compensated for service on the Board. The Board of Directors, however, shall determine by simple majority vote the nature and level of remuneration its members may receive for services to third parties and for articles, commissioned work, studies, reports and other (see Section 4: Compensation, above).
Section 6: Officers
The Board shall elect from among its members a President, a Vice President, a Second Vice President, a Treasurer, and a Secretary. The Board, in its sole discretion, may add positions to the Board or provide that any officer position be elected by Members in good standing to serve for three-year terms.
Section 7: President
The President is the Chief Executive Officer of RIUSS. The President is responsible for oversight of the work of an Executive Director on behalf of the Board of Directors if such person is employed by the organization.
Section 8: Vice President
In the absence of the President, or in the event of such officer’s inability to act, the Vice President shall perform the duties of the President. The Vice President shall also perform such other duties as may be assigned by the President or by the Board of Directors.
Section 9: Second Vice President
In the absence of the Vice President, or in the event of such officer’s inability to act, the Second Vice President shall perform the duties of the Vice President and, as may be necessary, of the President. The Second Vice President shall also perform such other duties as may be assigned by the President or by the Board of Directors.
Section 10: Secretary
The Secretary shall perform such duties as may be assigned by the President or by the Board of Directors.
Section 11: Treasurer
The Treasurer shall maintain the financial records and report, as determined by the Board, on the financial status of RIUSS to the Board at their meetings. The Treasurer shall perform other duties as the President or the Board shall assign, except he/she cannot serve as chair of the Audit Committee in the event such a Committee is established.
Section 12: Removal of Officer
Any one or more of the members of the Board of Directors may be removed by a vote of a majority of said Board.
The Board of Directors shall exercise all functions necessary for the effective, efficient functioning of RIUSS according to laws and regulations governing nonprofit organizations. These functions include but are not limited to hiring of staff, e.g., an Executive Director, securing office space, issuing reports, conducting programs for members, the public and others.
The Board may establish committees comprised of Board Members and other members as it deems necessary, with the approval of a simple majority of the Board. The Board can name Committees, such as: Scientific Committee, Legal Committee, Resource Development Committee. The President of the Board will appoint the Chair of each committee with approval of the Board of Directors. Each Committee shall consist of the Chair and at least 2 other members selected by the committee’s chair, subject to the approval of the Board of Directors. The Board shall establish principles, policies, and procedures for the establishment, operation, and termination of Committees.
Publications and Public Statements
Section 1: Publications
RIUSS shall publish and distribute to its members and the public any material the Board of Directors may authorize. Control and ownership of all RIUSS publications shall be vested in the Board of Directors.
Section 2: Public Statements
RIUSS shall not be responsible for statements or opinions advanced in its publications or in papers or discussions at meetings of RIUSS, or its Committees, nor for statements made by any of its members, officers or staff, except those specifically authorized by the Board of Directors as being the official position of RIUSS.
Intellectual Property Rights
Section 1: General Provisions
RIUSS encourages development of the results of its research for public benefit and will endeavor to secure intellectual property protection for such results when it determines that securing such protection is deemed to be appropriate to promote further development and commercialization of such results. All members of RIUSS have a duty to disclose and assign all intellectual property they generate in contributions and interactions with RIUSS to RIUSS in accordance with the Bylaws, and to abide by all related processes described herein. RIUSS may receive or has received funding in the form of grants and contracts from government, non‐profit and for‐profit entities to support research and other activities and is subject to the legal and contractual obligations associated with such funding. The intellectual property policies and processes described in these Bylaws serve to ensure that the mission of RIUSS is advanced and its legal and contractual obligations are fulfilled. Questions about intellectual property should be directed to the President of the Board of Directors.
Section 2: Inventions and Patents, Trademarks, and Copyrights
This Section 2 addresses the disclosure and assignment of ownership of potentially patentable intellectual property, trademarks, service marks, and copyrightable intellectual property.
a) RIUSS owns all inventions conceived or reduced to practice, or otherwise made by a RIUSS member, all trademarks or servicemarks, and all works authored by a RIUSS member:
i) In the course or scope of their employment with RIUSS;
ii) With use of RIUSS resources or facilities;
iii) Using funds administered by RIUSS;
iv) Under a consulting agreement with RIUSS;
v) In the course or scope of volunteer collaboration or communication with RIUSS; or
vi) In cooperation with any project or operation of RIUSS.
b) This Section 2 applies to all RIUSS members. All RIUSS members shall receive a copy of these Bylaws and agree in writing that they agree to be bound by the terms hereof. By virtue of their relationship with RIUSS, all RIUSS member acknowledge that they are bound by these Bylaws and agree that they:
i) Shall cooperate fully with RIUSS regarding all aspects of intellectual property protection, development, and licensing; and
ii) Do hereby irrevocably assign to RIUSS all right, title, and interest in inventions, trademarks, servicemarks, copyrights, and related intellectual property falling within the scope of Section 2(a) including, but not limited to, patents, copyrights, or trademarks. This assignment is effective as of the first date of membership in RIUSS.
iii) If RIUSS decides not to pursue patenting, copyrighting, licensing, or otherwise commercialize the foregoing, of if RIUSS decides to discontinue such efforts, and the RIUSS member inventor or author desires to independently pursue commercial development of the intellectual property, such inventor or author may request to license the intellectual property and RIUSS will reasonably consider such request.
c) While these Sections 1 and 2 of Article VII of the Bylaws focus on intellectual property that may be protectable by patents or copyrights, whether or not such patent or copyright protection is actually sought or obtained, there are other forms of intellectual property that may be generated by RIUSS members. These include, but are not limited to, trademarks, servicemarks, proprietary or confidential information, and commercially valuable know-how. RIUSS owns all such intellectual property and is responsible for determining the commercial value of these assets, and the policies contained herein are applicable as deemed appropriate by RIUSS.
d) RIUSS must be consulted for information about registration, protection, and use of marks covering intellectual property made by a RIUSS member, whether or not the contemplated mark incorporates the RIUSS name, logo, or symbol.
e) RIUSS members are under the obligation to maintain the proprietary and/or confidential nature of such information. RIUSS must be consulted prior to disclosure of proprietary or confidential information or commercially valuable know‐how generated by a RIUSS member to any third party.
Section 3: Compliance with Applicable Law
All policies, rules, guidelines, processes, and other practices of RIUSS regarding intellectual property shall be subject to applicable federal, state, and municipal laws, rules and regulations including, without limitation, rules and regulations of governmental sponsors of RIUSS for research. To the extent that inconsistencies develop between the RIUSS Bylaws and applicable laws and regulations, the latter shall prevail and RIUSS shall amend these Bylaws to conform to the applicable laws.
These Bylaws may be amended by a simple majority vote of the Members of the Board of Directors. Amendments may be proposed by any Board Member by sending the proposed amendment to the Chairman of the Board at least two weeks in advance of the meeting at which such amendment is to be considered.
Any issue regarding the validity, interpretation, construction and performance of this Bylaws, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.
Update, June 03, 2021