1.2.3 Organizational members shall not speak on behalf of APECS, or claim their views as representative of APECS without explicit approval of APECS’ executive leadership - either the Executive Committee or Director.

2. Organization structure

2.1.1 The APECS organizational structure shall consist of: (1) an open Council, (2) an elected Executive Committee, (3) a Directorate (if funds allow), (4) working groups and committees, including (5) an advisory committee and (6) individual officers.

2.1.2 The Council is concerned with APECS organizational matters and governance including structure, elections and appointments, Rules of Procedure, and membership. The Council votes on the approval of motions proposed by APECS members, the Executive Committee or the Director.

2.1.3 The Council mandates the Executive Committee and Director the ability to make decisions necessary for the implementation of APECS activities and initiatives.

2.1.4 The primary role of the Directorate is the ongoing coordination of APECS activities.  Where appropriate support is available, the Council can approve a paid Director who shall head the Directorate. When such support is unavailable the Executive Committee shall propose an alternative approach to the Council for approval.

2.1.5 The purpose of the Advisory Committee is to ensure that APECS' objectives remain relevant to its members and the broader polar community, and to provide guidance and advice.

2.2 The Council

Preface: The first and interim APECS Council was formed by all attendees at the Sanga-Saby meeting, September 2007. We here propose a similarly open Council, in which any APECS member may join the Council. The roles of the Council are: to provide a link between the APECS membership, partner organizations, APECS working groups and committees and the Executive Committee, to elect the Executive Committee and mandate them with decision making power to oversee APECS activities and operation, and to vote on matters of APECS governance and structure.

Settling on this type of Council (more fully explained below) took a lot of time and discussion between the Exec Comm., Director and Dave Carlson, head of the IPY International Program Office. We felt that this was the best system for our membership, and include a fuller discussion in the accompanying memo.

Members of the Council must be APECS members. Organizational members are encouraged to nominate delegates (who must be or become individual APECS members). In order to accommodate geographically spread Council members and limited possibilities for physical meetings, Council votes shall remain open for a period of time, can be made via any means of communication, and require no quorum.

2.2.1 The Council shall consist of individual members and representatives from organizational members.  All Organizational members can appoint one member to the Council. Individual members can be nominated (including self-nomination) and approved by the Council.

2.2.2. Councilor terms are on a calendar year basis and open for renewal. Councilors may resign prior to the end of their term.

2.2.3 Amendments to either the APECS ROP or APECS TOR require a 2/3 majority of those who vote. All other Council decisions require a more than 50% majority of those who vote. Voting may be via any means of communication set forth by the Executive Committee.

2.2.4 All Council votes shall be by secret ballot by any means of communication that ensures anonymity, if deemed necessary and appropriate by Council or the Executive Committee.

2.2.5 Efforts shall be made by Council or the Executive for the Council to meet at large scientific meetings, ideally on an annual basis.

2.2.6 Efforts will be made to ensure that the Council provides broad and effective representation of APECS members.

2.3 The Executive Committee

2.3.1 The Executive Committee is mandated to make decisions and implement APECS directions and activities except those of governance and organizational structure, on which the Council decides.

2.3.2 The Council elects an Executive Committee of 5 members. Elections are to be held at least once a year, or more if deemed necessary by Council to maintain a continuum of leadership.

2.3.3 Terms are for 1 year, and renewable, with the hope that in order to provide continuity, not all Executive members change at each election. It is accepted that within this term, the various other commitments of individual Executive Committee members will lead to periods of reduced participation.

2.3.4 In the event of an Executive Committee resignation, the Executive Committee shall appoint an interim member to serve until the next election.

2.3.5 The Executive Committee elects a President from within the Executive Committee. Other Executive Committee members are all titled Vice-President.

2.3.6 The President is the highest elected official of APECS and principle point of contact with an APECS Directorate, if it exists. Vice-Presidents act in lieu of the President as and when necessary, using the title Vice-President.

2.3.7 All Executive Committee decisions are made by vote of Executive Committee members and require a 3/4 or higher majority of those who vote, with at least 3 members voting.

2.3.8 It is recommended that at least one outgoing Executive Member makes themselves available as an ex-officio advisor to the Executive Committee.

2.4 Directorate

At the inception of APECS, it was considered advantageous to have a paid Director if such a position can be supported. Ideally, such a Director would be supported through the hosting of a Directorate by an established institution with similar interests to APECS.

2.4.1 An APECS Directorate is responsible for coordination and implementation of APECS activities, membership, communication, and organizational function and integrity, including fundraising, and legal and financial compliance.

2.4.2 Ideally, the Directorate is hosted by an Organizational Member on a rotating basis.

2.4.3 Entering into an agreement for the provision of an APECS Directorate shall require a vote of confidence from the Council in consultation with the Advisory Committee.

2.4.4 The job description and appointment of an APECS Director is made in consultation between the organization hosting the Directorate and the Executive Committee.

2.4.5 Appointment of a Director shall require a vote of confidence from the Council in consultation with the Advisory Committee.

2.4.6 The Executive Committee shall be consulted during regular performance reviews within the Directorate and shall, if deemed necessary, conduct yearly evaluations of the Directorate.

2.4.7 The Director is granted freedom to seek new directions, funding, partnerships and activities for APECS which fall within the goals and objectives of the organization. This shall be done in consultation with the Executive Committee. However, all changes in governance and structure require Council approval.

2.4.8 The Director shall represent APECS at meetings of other organizations to which an APECS representative is invited, or may delegate an alternate, such as the President.

2.4.9 In the following circumstances, the Executive Committee (in consultation with the Advisory Committee and organizational members) shall propose a strategy which must be approved by the Council: (i) the Director resigns or is otherwise removed from office pursuant to section 2.8; (ii) the Executive Committee or Council supports a motion of no-confidence in the Director; (iii) loss of financial and/ or institutional support for the Director or Directorate.

2.5 Advisory Committee

2.5. APECS Advisory Committee members are appointed by invitation from the Executive Committee.

2.5.1 The composition of the Advisory Committee shall include senior scientists, administrators, former individual members of APECS and other appropriate individuals.

2.5.2 The Advisory Committee will be large to reduce the demands of individual members and to limit requests to those most directly relevant to each member.

2.6 Committees and Working Groups

2.6.1 APECS should maintain the following standing committees: The Advisory Committee; and The Executive Committee.

2.6.2 Additional working groups and committees can be formed either by the Executive Committee or by members. The latter must be approved by the Executive Committee.

2.6.3 All working groups and committees shall maintain regular contact with the Executive Committee and/ or Directorate.

2.6.4 Committees and working groups shall comply with APECS TOR and ROP.

2.7 Individual Officers

2.7.1 Individual members may be appointed by agreement between the Executive Committee and Directorate as officers to address specific organizational needs as and when required. (e.g. Communications Officer).

2.7.2 All individual officers must be APECS members at the time of their appointment.

2.7.3 Executive committee members and the APECS Director shall be considered as individual officers of APECS.

2.8 Removal from Office

2.8.1 Any APECS official including Councilors, Executive Committee Members, President, Director, Advisory Committee Members and individual officers shall cease to hold office if one or more of the following situations applies: He or she

(a) Ceases to be a member of APECS (excludes Advisory Committee members);

(b) Is removed by a vote of no confidence by the APECS Council;

(c) Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(d) Dies;

(e) Resigns by notice;

(f) Is not able to be contacted by the Directorate or the Executive Committee and is absent from their duties over a period of three consecutive months without notice such that the Executive Committee resolve that his or her office be vacated.

3.  Proposals for APECS Activities

3.1 Any APECS member may propose activities for which APECS is (a) the lead organization, (b) a partner organization, or (c) represented in other appropriate roles. Approval must be provided by the Directorate and/ or the Executive Committee.

3.3 The Executive Committee must approve any proposal in which APECS is identified as the lead organization and/ or recipient of funding.

3.4 Letters of support for external proposals may be provided by the Directorate and/ or the Executive Committee.

4. Finance

Preface: APECS finances are managed in two budgets: (a) the Directorate Budget for the funding from the host institution, and (b) Operational Budget from additional income. APECS must use these funds in compliance with all relevant requirements and restrictions.  These two budgets may require separate auditing and financial management. As necessary, the Rules of Procedure in this section may need to be altered to ensure that these requirements can be met, and in that case can be done so by approval of the Executive Committee.

4.1.1 APECS operates as a non-profit organization. Legal and tax status will be determined in conjunction with partnering organizations which remain to be established and formalized through formal agreements with APECS and amendments to the present document (APECS ROP), if necessary.

4.1.2 At times when there is a Directorate hosted at an identified institute, a budget will be developed through consultation between the Executive Committee, Director and host institute.

4.1.3 Unless otherwise determined by agreement with an institute hosting the Directorate, the fiscal year for APECS is from 1 April to 31 March.

4.1.4 APECS’ budget for the subsequent three-year period, or defined term of the Directorate at a host institution, will be drafted annually and its financial report of the preceding year will be published at the end of each financial year.

4.2 Income and Expenditure

4.2.1 Grants and income sought and/ or received by APECS must be approved by the Executive Committee and not contravene any APECS Environmental and Social Responsibility Code of Conduct ratified by the Council.

4.2.2 All APECS expenditures must be outlined in the budget approved by the APECS Executive Committee.

4.2.3 The Executive Committee of APECS may authorize unforeseen expenditure below  $2000 (two thousand US dollars) pursuant to section 2.3.7. Unforeseen expenditures above this amount require Council approval.

4.2.4 The APECS budget may be modified by unanimous agreement of the Executive Committee to accept a complete, amended budget.

4.3 Deposits

4.3.1 APECS monies may be deposited in accounts held:

(i) by APECS, where such an account has been set up with conditions approved by the Executive Committee;

(ii) by an organizational member, through written agreement between APECS and that member; or

(iii) in any other account that is approved by the Executive Committee.

4.4 Overheads

4.4.1 APECS may be subject to overhead costs associated with funding sourced through organizational members. APECS shall seek exemption from such costs whenever possible.

4.5 Audits

4.5.1 APECS accepts the financial auditing requirements of any organization supporting the Directorate.

4.5.2 Auditing will be undertaken by the auditor of the host institution. If the host is unable to do so, separate, annual audits will be undertaken by a professional auditing company, at the expense of APECS and approved by the Executive Committee.

4.5.3 APECS shall retain and archive all financial documents for at least 10 years.

4.6 Contracts

4.6.1 The Executive Committee may authorize any APECS member to enter into any contract or execute and deliver any instrument in the name of and on behalf of APECS, unless otherwise restricted by law. Such authority may be general or confined to specific instances.

4.7 Loans

4.7.1 No loans shall be contracted on behalf of APECS and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Committee and approved by Council vote pursuant to section 2.2.3. Such authority may be general or confined to specific instances.

4.8 Cheques, Drafts and other Payment Orders

4.8.1 The Executive Committee shall determine policy for appointing officers of APECS as approved signatories for cheques, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of APECS.

4.9 Financial Responsibilities of the Directorate

4.9.1. The Directorate, or in its absence, the Executive Committee, has the following financial duties and responsibilities:

(a) oversees the compilation and submission of Operational Finance budgets to the Executive Committee for annual approval.

(b) secures Operational Finances for APECS;

(c) coordinates the acquisition of Activity Finances for APECS;

(d) keeps a full account of all APECS monies;

(e) compiles financial reports at the end of the fiscal year.

(f) submits a financial report for the preceding financial year to the APECS Executive Committee annually. Once approved by the APECS Executive Committee, the Director publishes this report.

4.10 Financial Accountability

4.10.1 All operating practices will be transparent and accountable to our membership and advisory committee.

4.10.2 Financial activities will be accurately described to ensure the financial support received furthers APECS’ mission, goals and objectives.

4.10.3 All written agreements will be honored to the best of APECS’ ability.

4.10.4 The details of all major financial support, in-kind or otherwise, and the activities to which support has been used for will be made available upon request.

4.10.5 APECS will make decisions based on financial abilities as well as guidelines on Environmental and Social Responsibility ratified in accordance with section 5.1.

5. Environmental and Social Responsibility, and Non-discrimination

Preface: Members of APECS have a deep appreciation for the Polar Regions. We recognize that it is our responsibility and in our interest to make our research accessible and relevant to society, respect and safeguard the environment and cultures of the Polar Regions, be mindful of the implications and consequences of our professional actions, and be fair and ethical in the course of our work.

We here outline the broadest sense of APECS’s commitment to Environmental and Social Responsibility and Non-discrimination with regard to APECS’s Rules of Procedure. We propose the development of a separate Code of Conduct to be ratified by the Council. This approach separates specifics from the ROP, and allows such a Code of Conduct to be developed over time and to evolve with members’ response to relevant issues.

5.1 Environmental and social responsibilities

5.1.1 APECS will respect the integrity, morality and spirituality of the culture, traditions and relationships of indigenous peoples, traditional societies, and local communities with their worlds.

5.1.2 APECS will promote socially, environmentally and ethically responsible practices within the research community.

5.1.3 APECS has developed environmentally and socially responsible guidelines for accepting donations. These guidelines are attached as Appendix 1 to the Rules of Procedure. Further guidelines related to APECS practices may be adopted in accordance with section 2.2.3.

5.1.4 APECS will not knowingly support research that promotes military conflicts or the production of weapons.

5.2 Non-discrimination

5.2.1 APECS will seek to provide equal opportunities to all members regardless of gender, sexual orientation, creed, religion, race, color, national origin, economic status, cultural mores, or organizational affiliation.

5.2.2 APECS will not discriminate against either members or others on the basis of gender, sexual orientation, creed, religion, race, color, national origin, economic status, cultural mores, or organizational affiliation.

6. Modification of the Terms of Reference and Rules of Procedure

6.1 Proposed amendments to either the Terms of Reference or Rules of Procedure must be presented in writing to, and approved by, the Council according to section 2.2.3.

6.2 Proposed amendments shall be considered annually unless extenuating circumstances dictate earlier.