BYLAW
OF
THE MONGOLIAN PROFESSIONAL INSTITUTE OF GEOSCIENCES AND MINING

A NON-GOVERNMENT ORGANISATION

CHAPTER ONE

General provisions

 

Article 1.  General Article

1.1.    The Mongolian Professional Institute of Geosciences and Mining (hereinafter “The Institute”) is a non-government organization (NGO) that conducts its activities in accordance with the Mongolian NGO law and its procedures; international rules, regulations and legal documents of Mongolia issued in their connection as well as this ByLaw. The Institute is a non-profit, professional organization with membership, self-governing body serving its members.

1.2.    The name of the Institute: 

1.2.1.    In Mongolian:  “Монголын Геологи, Уул Уурхайн Мэргэжлийн Институт”, abbreviated as “МГУУМИ”
1.2.2.    In English: “The Mongolian Professional Institute of Geosciences and Mining”, abbreviated as “The MPIGM”

1.3.    The Institute shall have its own logo, letterhead, stamp, webpage, press and bank account.
1.4.    The Institute was established by the decision N1 of the founder on January 7, 2014.

Article 2.  Main objectives, principles and directions

2.1.    Objectives:
The main objectives of the Institute lie in serving professionals in the mining/minerals industry by helping advance their career, knowledge, professional skills and ethical standards; and assisting in establishing themselves as internationally recognized mining professionals.  They also entail setting cohesive guidelines for professional reputation and operational responsibility; facilitating the implementation of these guidelines, and cooperating with like-minded international and national organizations and professionals alike.
2.2.    Principles:

2.2.1.    Transparency
The Institute shall be transparent in its activities, and its operational and financial reports shall be available to all members.

2.2.2.    Self-regulation
The institute shall operate independently and autonomously; and shall not work in the interest or profit of any individual, group, organization or legal entity.   

2.2.3.    Respect for human rights
In its activities, the Institute shall show respect for human rights, freedom and equality; religious freedom/choice in particular.

2.3.    General Directions:
Based on the principles of the Institute, the below main directions shall be followed in creating opportunities for its members:

2.3.1.    Unite activities of, and create professionals that are capable of giving expert assessment and guidance; that are accredited and are conscious about their duties and responsibilities.
2.3.2.    Advance knowledge, education, skills, and ethical standards of mining professionals; support exchange of their knowledge and experience; facilitate trainings, consultations and discussions; publish handbooks, books and magazines.  

2.3.3.    Establish relations with like-minded international organizations, and facilitate mutual cooperation, trainings and study visits.

2.3.4.    Promote and introduce activities of its members through mass media; assist them in establishing relations and cooperation with media outlets.
2.3.5.    Take part in drafting and implementing of projects by relevant organizations in the field of minerals and mining; express its position on resolutions passed by the Government. 

CHAPTER TWO

Membership

 

Article 3. Membership

3.1.    Mongolian and foreign nationals or organizations that have accepted the Institute’s objectives, principles, bylaw and code of ethics shall have the right to voluntarily apply for membership to the Institute.
3.2.    The Institute’s membership shall consist of members in the grades of Fellow, Member, Junior Member, Student Member and Company Member.     
3.3.    The Membership process shall consider according to the Institute’s membership regulation.

CHAPTER THREE

Organization of the Institute

 

Article 4. Structure of the Institute

4.1.    The Institute shall consist of the Board and Service team. The Board Chair shall be the President of the Institute.
4.2.    The Institute can have Societies, and they shall work according to the rules approved by the Council

Article 5.  The Board of the Institute

5.1.    The Board of the Institute (hereinafter “the Board”) is a co-managed body that provides the Institute with management and policy directives.   

5.2.    The Board reports its activities to the Assembly, and it has the duty of implementing the decisions and guidelines issued by the Assembly.  5.3.    The Board has the following full powers:

5.3.1.    Develop and implement the Institute’s plan of activities.
5.3.2.    Ensure implementation of all rulings issued by the Assembly. 
5.3.3.    Initiate, approve and enforce rules, instructions and guidelines necessary for regulating the Institute’s activities.  
5.3.4.    Discuss on and approve the Institute’s annual budget, operational and financial reports.

5.3.5.    Elect, dismiss the Executive Director; discuss on reports.
5.3.6.    Set the rights and limits for disbursement of the Institute’s capital by the Executive Director.
5.3.7.    Approve organization and structure of the Service team and its budget
5.3.8.    Endorsement of membership, accredited Registered professionals.
5.3.9.    Discuss and decide on matters submitted by the committees to the Board.
5.3.10.    Set and approve the amount of membership fee.

5.4.    The Board shall consist of 15 members.
5.5.    The Board member composition shall be made up according to the sector and occupation.  There shall be members from geosciences, mining, environmental and other mining related fields.

5.6.    The Board member shall be a Member or Fellow of the Institute.

5.7.     A member of the Board shall not be a member of the Minerals Professional Council.

5.8.    The Board may have up to 3 government officers.

5.9.    The Board member shall only be reimbursed for expenses incurred as the result of his activities to the Institute; no salary or award is nominated.

5.10.    The Board member has the duty to personally attend the Board and the Institute meetings, and to be prepared and familiarized with agendas prior to the meetings.
5.11.    The Board member shall be elected for a term of three years and may be re-elected once. For the first end and the second year end of the term, one third of the Board members may be re-elected according to the assessment of the effort and participation to the Institute’s activity. 
5.12.    Full powers of the Board member shall be terminated if:

5.10.1.    The term of the Board member has come to an end.
5.10.2.    Has requested to be dismissed as the Board member him/herself.
5.10.3.    Has not fulfilled duties as the Board member.
5.10.4.    Has strictly violated the ByLaw and regulations of the Institute.
5.10.5.    Fails to attend three successive meetings of the Board, unless the Board has been specifically excused.

5.13.    The full powers of the Board member shall terminate when the next elected Board member’s powers come into effect.

5.14.    In the re-election of a member of the Board for a vacancy between Assembly, the next member who receives the highest number of votes of the members elected to the Board may be confirmed in place of the Board member vacancy, taking into account the order of votes of the members elected at the last Assembly.

Article 6.  The Board meeting

6.1.    The activities of the Board shall be conducted in the form of meetings.  The President chairs the meetings.  In case the President is unable to chair a meeting, the Board members elect a Chair.
6.2.    All members of the Board have equal rights in deciding on matters.
6.3.    The Board shall decide on matters of an individual privately, whereas other matters are decided by overt voting.
6.4.    Any decision shall come into force by the majority vote of Board members.  The Board decisions shall have the form of “Resolution”, and come into force with the signatures of the President and the Board members.

6.5.    The Board members that cast their vote by sending in their ballot-paper shall be considered as meeting attendees. A Board meeting shall be considered valid only if majority of the Board members attend.
6.6.    Every Board meeting shall have taken meeting minutes.
6.7.    Any principal discrepancy of opinion on the decisions made by the Board shall be clarified and attached to the meeting minutes.
6.8.    A member with a conflict of interest shall refrain from voting at the Board meeting.
6.9.    The Board shall convene no less than once per season. The meeting shall take place in the last week of the first month of every season.
6.10.    If need be, the President shall call for a special session of the Board meeting.

Article 7.  Assembly

7.1.    The Assembly is entitled to full powers except the direct authority of the Board.
7.2.    The Assembly shall discuss and decide on the following matters:  

7.2.1.    Make amendments and changes to the ByLaw of the Institute.
7.2.2.    Define and approve the policy and long-terms plans of the Institute.
7.2.3.    Exercise and discuss on the Institute’s operational and financial reports.

7.2.4.    Select and dismiss the Board members.
7.2.5.    Establish Monitoring Council; select and dismiss their members.

7.2.6.    Approve operational guidelines of the Professional Compliance and Ethics Committee.
7.2.7.    Elect the President of the Institute (hereinafter “the President”) and endorse his rights.
7.2.8.    Other matters of importance submitted by the Board

7.3.    The Assembly shall convene once a year; the Chair and agenda shall be set.  The assembly is to be organized in the first half of every year. 

7.4.    The Assembly is considered valid if majority of members with voting rights take part.  
7.5.    Matters shall be resolved by the majority vote of the members participating in the Assembly.  In case of tie, the Chair of the Assembly has the prevailing right to make the final decision.
7.6.    In the following cases the Board and the President shall consult and convene a special session of the Assembly:

7.6.1.    The President is unable to exercise his full powers.
7.6.2.    40% of the Board members are unable to exercise their full powers.

7.6.3.    40% of all members of the Institute demand for a special session of the Assembly.
7.6.4.    The Monitoring Council demands for a special session of the Assembly.

Article 8. The President of the Institute.

8.1.    The President of the Institute (hereinafter “the President”) shall be a reputable person who is a leader in the industry of minerals/mining, a role model for ethics with strong opinion and clear position:

8.1.1.    Recognized among his peers, respected as a professional, has no record of ethical or professional breach.

8.1.2.    Shall be a Member or Fellow of the Institute.

8.2.    The President is the highest ranking position within the Institute, and shall have the following powers:

8.2.1.    Represent the Institute domestically and internationally.
8.2.2.    Chair the Board meeting.
8.2.3.    Convene the Assembly, special sessions of the Board in consultation with the Board.

8.2.4.    In case of tie-voting, has the prevailing right to make the final decision.

8.3.    The duties of the President

8.3.1.    Report activities to the Assembly and the Board.
8.3.2.    Supervise all activities of the Institute.
8.3.3.    Based on the Board decision, make a contract with the Executive Director.
8.3.4.    Cooperate with and assist the Executive Director.

8.4.    The President is elected for one year and has not right to be re-elected.
8.5.    In case the President is unable to fulfill his duties, the Board shall elect an interim President.

Article 9.  Committees of the Board

9.1.    The Committees are the Board’s standing working groups.  
9.2.    The Institute shall have the following Committees:

9.2.1.    Executive Committee
9.2.2.    Compliance and Ethics Committee
9.2.3.    Registered Professionals Committee
9.2.4.    Membership Committee
9.2.5.    Information Committee
9.2.6.    Cooperation Committee
9.2.7.    Mineral Resource/Reserve Committee (MRC)

9.3.    The Board has the right to amend the number of committees indicated in 9.2.

9.4.    Each Committee’s objectives, scope of activities shall be formulated by the Board and approved by the President.
9.5.    Committee Chairs are nominated by the President; and members shall voluntarily decide on what Committee to join. 

Article 10.  The Administration

10.1.    The Institute shall have a body for administering day-to day activities.
10.2.    The Board approves the composition, number of personnel, scope of activities and the budget of the Administration.
10.3.    The Administration shall have the following scope of activities:

10.3.1.    Ensure that the Institute’s internal work regulations are safeguarded.

10.3.2.    Membership, human resources, training and development, events, social issues of employees.
10.3.3.    Information and public relations.
10.3.4.    Other matters concerning day to day activities.

10.4.    The Administration is supervised by the Executive Director nominated by the Board.
10.5.    Within the framework of the rights endorsed by the Board, the Executive Director  has the full authority to represent the Institute domestically and internationally and disburse its funds.
10.6.    The rights and duties, responsibilities and its limits, dismissal, salary and bonus of the Executive Director shall be regulated by a contract.
10.7.    After the term of the Executive Director has expired, he/she shall continue on his position until the successive Executive Director is selected.

CHAPTER FOUR

Finance

 

Article 11.  Source of funds

11.1.    The Institute’s income shall come from the following sources:

11.1.1.    Membership fees
11.1.2.    Donations from members
11.1.3.    Donations from international and national individuals, economic entities, organizations
11.1.4.    Income from trainings and activities specified in the ByLaw
11.1.5.    Loans, grants and other funds allocated from the state budget, international and national organization for project implementation

Article 12. Income disbursement

12.1.    The Institute shall disburse its income only for the purposes indicated in the ByLaw.
12.2.    The Institute shall not allocate dividends; provide an individual, economic entity or organization with the proof of funds; or make payments on their behalf.
12.3.    The Institute’s Board member, employee shall not use the funds of the Institute for personal financial or other profitable gain purposes.
12.4.    The Institute shall not make political donations to election campaigns of individuals, groups or parties.

Article 13. Fiscal year, accounting, reporting

13.1.    The Institute’s fiscal year shall be a calendar year (1st of January until 31st of December).
13.2.    The Administration shall be responsible for financial reports; and the Board for operational reports.
13.3.    The Institute’s annual financial and operational reports shall be discussed by the Board and approved by the signatures of the Executive Director and the President.
13.4.    All transactions going through the Institute’s account shall be signed by the Executive Director.

CHAPTER FIVE

Monitoring Council

 

Article 14. Monitoring Council

14.1.    The Monitoring Council shall have control over accumulation and distribution of the Institute’s funds, and monitor its financial activities.
14.2.    The working procedure of the Monitoring Council shall be outlined and approved by the Board.
14.3.    The Monitoring Council shall have 5 members, and they will be selected from the Assembly every year.
14.4.    The Monitoring Council members shall elect the Chair of the Monitoring Council.
14.5.    The Monitoring Council shall inform the Board about the monitoring outcomes 1 month prior to the Assembly.
14.6.    The following principles shall be abode by the Monitoring Council:

14.6.1.    Collective rights and interests shall be put above rights and interests of other organizations.
14.6.2.    The activities shall be conducted independently without outside influence.
14.6.3.    Be honest, positive, just and objective in its activities.

CHAPTER SIX

Accountability

 

Article 15. Filing a complaint

15.1.    A complaint filed by a member in relation to the Institute’s organizational structure or decision of an executive shall be resolved according to the procedures outlined in this article.
15.2.    A complaint about a matter regulated by the Institute’s ByLaw or regulations shall be resolved by the Board, and this shall be final.  A complaint shall entail a breach of procedures set in relation to making a certain decision, violation of the right to be informed and participate.
15.3.    If a member deems that his/her legal rights are being limited, he/she shall take the complaint to appropriate authorities.

Article 16.  Accountability

16.1.    The Institute shall not be held accountable for illegal actions of the Institute member or employee that caused damages to an individual, economic entity or organization.

CHAPTER SEVEN

Other provisions

 

Article 17. The ByLaw entering into force

17.1.    The current ByLaw shall come into force by the approval of the founder of the Institute.

Article 18. Amendments and changes to the ByLaw

18.1.    Any amendments and changes to the current ByLaw shall be resolved by two thirds (2/3) of vote by Assembly members eligible to vote. 

18.2.    Proposed amendments and changes shall be sent out by email to all members prior to Assembly.

18.3.    Amendments and changes shall come into force after two months from the day of approval by the Assembly.
 

Article 19. Dissolution of the Institute

19.1.    The dissolution of the Institute shall be discussed in the Assembly, and the decision for dissolution shall take effect with 85% (eighty five) percent of vote by all members.  
19.2.    In case of the Institute’s dissolution, its remaining finds shall be appropriated according to the objectives of its activities.

The Mongolian Institute of Geosciences and Mining
Ulaanbaatar, Mongolia
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