# BILSER: Constitution Purpose, membership, democratic oversight, financial stewardship and the rules for changing or closing the organization. Status: Prepared for adoption Document: GOV-01; version 1.0 Prepared / sources checked: 18 October 2026 Responsible office: Secretary, upon appointment Adoption authority: General Body, subject to the registered instrument and applicable law Effective date: Not yet recorded Review: Annually after adoption and when requirements change This version is prepared for institutional review and adoption. An approving resolution, effective date, and signed adoption record have not been recorded. Publication does not amend a registered constitution or establish a committee appointment. Bangladesh legal review and any required regulatory filings must precede implementation. ## 1. Identity, legal basis and precedence The working organizational name is Bangladesh Initiative for Life Sciences and Environmental Research (BILSER), with its correspondence office in Pabna, Rajshahi, Bangladesh. Before adoption, the Secretary must reconcile the exact English and Bangla legal names, founding instrument, registration route, office and objects with the certified official records. Mandatory Bangladesh law, binding regulatory directions and the valid registered governing instrument prevail over this proposed text. Existing officeholders and membership rights are not displaced by publication. Where adoption changes registered provisions, it takes effect only through the legally required approval, filing or registration process. NGO Affairs Bureau registration must not be treated as proof of a particular underlying incorporation form. ## 2. Purpose and nonprofit character - Advance research and education in life sciences, environmental health, food and nutrition, infectious diseases and related public-interest fields within the legally registered objects. - Build research capacity, support responsible collaboration and communicate findings accurately, with particular attention to the needs of Bangladesh. - Apply income and assets solely to the institutional objects. No member may receive a dividend or distribution of surplus. Reasonable pay for genuine services and documented expenses requires independent authorization and conflict review. - Maintain institutional independence from party-political campaigning. Do not permit donor influence to suppress findings, compromise participant welfare or divert assets from authorized purposes. ## 3. General Body and membership The General Body consists of voting members admitted under the legally valid membership rules. A public staff listing, research affiliation, donation, advisory role or internship does not automatically confer membership or a vote. The founding membership register must be verified before the first vote under this text. Under this proposed framework, an applicant aged 18 or above who supports the objects submits a written application, an interests declaration and agreement to the constitution. The Governing Committee records an objective admission decision within 30 days. Any fees require prior General Body approval and a published waiver process. Admission must be fair and free of unlawful discrimination. Members receive meeting notices, may inspect non-confidential institutional records on reasonable notice, nominate candidates and cast one vote each. They must protect confidential information and declare relevant interests. No member may sell or transfer a vote. Resignation is in writing. Suspension or removal requires stated grounds, written notice of the evidence, at least 14 days to respond, an impartial decision and a recorded appeal to unconflicted General Body members within 30 days. Protective interim restrictions must be proportionate and reviewed. These measures do not replace contractual or statutory rights. ## 4. General meetings and reserved powers - Hold an Annual General Meeting at least once each year to consider the activity report, accounts, independent audit where required, governing appointments and the next year's priorities. Send the agenda and supporting papers at least 21 days in advance. - The Chairperson or at least one-third of voting members may request an extraordinary meeting. Issue at least 14 days' notice, except where a longer legal notice applies. Urgency must never be used to bypass reserved decisions. - General Body quorum is more than half of eligible voting members. Remote participation is allowed only where lawful and identity, participation and an accurate record can be maintained. Record the denominator, attendance, conflicts and vote counts. An inquorate meeting may discuss but cannot decide; reconvening does not lower quorum. - Ordinary resolutions pass by a majority of valid unconflicted votes cast. A tie fails. Elections use a secret ballot when contested, overseen by an unconflicted returning officer; a tied election is rerun. Use the specific constitutional or statutory procedure for reserved matters. - Reserve constitutional changes, governing elections and removals, approval of annual accounts and dissolution to the General Body. The Committee cannot assume these powers by delegation. ## 5. Governing Committee and accountability Subject to reconciliation with the registered instrument, the proposed Committee has seven elected voting positions: Chairperson, Vice-Chairperson, Secretary, Treasurer and three ordinary members. At least two ordinary members should be independent of paid management and major suppliers. The Scientific Director may advise; that role does not itself confer a governing vote. Eligibility and composition must also satisfy the applicable registration conditions. The General Body elects members for two-year terms, with a maximum of two consecutive terms followed by at least one term out of office. Candidates provide consent, eligibility information and interests declarations before election. Record appointment and end dates; do not backdate appointments. The Committee meets at least quarterly, with seven days' ordinary notice. Quorum is four eligible, unconflicted members. Decisions pass by a majority of votes cast; a tie fails. An interest holder leaves the relevant discussion and vote and does not count toward item quorum. If quorum cannot be achieved, defer and use a lawful unconflicted General Body or independent review route. A vacancy may be filled temporarily by a lawful unconflicted Committee resolution until the next General Meeting, which must confirm or replace the appointee. Removal requires notice, an opportunity to respond and a two-thirds vote of eligible General Body members present at a quorate meeting, subject to any stricter registered or statutory procedure. ## 6. Delegation, controls and responsibilities - The Committee approves strategy, risk controls, budgets, grant commitments, contracts and appointment of responsible officers. A written delegation register sets financial limits, duration and reporting duties; no individual may bind BILSER beyond that authority. - The Chairperson convenes oversight and maintains accountability. The Secretary holds membership, notice, minutes, resolutions and regulatory records. The Treasurer oversees budgets, reconciliation, reporting and independent audit arrangements. Research management remains accountable to the Committee without replacing independent ethics review. - Appoint unconflicted research-integrity and safeguarding contacts before work requiring these functions begins. Where internal independence or competence is insufficient, obtain qualified external support through a written arrangement. - Advisers and partner institutions have only the authority stated in a written agreement. A person's university affiliation does not imply institutional sponsorship, laboratory access or permission to use its name. ## 7. Finance, property and funding safeguards Maintain an approved annual budget, a financial-year record consistent with applicable reporting obligations, organizational bank accounts and an asset register. Keep institutional money separate from personal funds. Require two authorized, unconflicted approvals for payments, with no person approving their own benefit. Reconcile bank records monthly and have an independent person review the reconciliation. Document competitive procurement proportionate to value, with a proposed default of three written quotations where practicable. Record reasons and independent approval for exceptions. Set monetary limits in an approved financial procedures schedule before spending. Keep invoices, contracts, vouchers and donor restrictions traceable to each transaction. Before accepting foreign cash, goods, services or credits, obtain a documented assessment of whether foreign-donation regulation applies. Secure all applicable registrations, approvals, notifications, banking and fund-release arrangements; do not assume a grant or a technology credit is exempt. Maintain the required accounts, audit, reports and records. Check the current rules and exceptions rather than relying on a blanket approval claim. Prepare annual accounts and commission an independent qualified audit where law, registration terms or the funding agreement requires it. Publish an accurate activity and financial summary with appropriate privacy redactions. Keep financial records for at least seven years under this proposed institutional rule, or longer where a binding requirement or legal hold applies. ## 8. Research, people and information - Implement the conflict-of-interest and research-integrity policies through training, accountable officers and documented decisions. No grant deadline overrides participant safety, ethics clearance or a required permit. - Use written appointment and collaboration agreements. Protect fair treatment, safeguarding, lawful employment rights, confidentiality and legitimate intellectual-property interests. Do not use this constitution to waive an individual's legal remedies. - Collect only necessary personal information, restrict access, assess sharing and overseas transfers, and use an approved retention schedule. Obtain current legal advice on Bangladesh privacy, cybersecurity, employment and sector-specific requirements for the activity concerned. ## 9. Amendments, disputes and dissolution For an ordinary constitutional amendment, circulate the complete proposal with at least 21 days' notice and obtain a two-thirds vote at a quorate General Meeting, only where the applicable law and registered rules permit this route. Changes to objects, amalgamation, membership protections or dissolution must follow their specific statutory procedures, including any special meetings, thresholds, consent and filings. A website edit cannot serve as an amendment. Try impartial internal review and voluntary mediation for institutional disputes without obstructing access to regulators, police, courts or other legal remedies. Preserve documents and pause disputed irreversible decisions where appropriate. On lawful dissolution, settle liabilities and restricted-fund obligations, preserve essential records and transfer any lawful remaining assets to an eligible nonprofit with similar objects, subject to the competent authority's directions. No surplus is distributed to members. If the Societies Registration Act applies, use its sections 13 and 14 and applicable consent conditions; the ordinary amendment vote above is not a substitute. ## 10. Adoption and document control - Before adoption, compare every clause with the signed founding documents, certified registration record, membership register and existing approved constitution; obtain Bangladesh legal review and resolve inconsistencies. - Adopt through the competent body using the legally valid notice, quorum and voting procedure. Record the resolution number, attendance, votes, signatures, effective date and required filings. Until then, this text remains a proposal. - Maintain the authoritative signed version and a version history. Review annually and whenever law, registration conditions or activities change. A Bangla version for formal use must be professionally reconciled with the approved instrument; the controlling language follows that instrument and applicable law. ## Sources and applicability Bangladesh law applies where relevant. International benchmarks are not legislation or institutional certification. Institutional procedures and time targets are proposed rules, not statutory deadlines. Confirm the current legal position and required approvals before adoption. - [Foreign Donations (Voluntary Activities) Regulation Act, 2016, as amended](https://bdlaws.minlaw.gov.bd/act-print-1197.html) (Bangladesh law). Official consolidated Bengali text, including the 2026 amendment annotations. Sections 3, 6, 9 and 11–13 address registration, approvals, banking, governance and reporting. Applicability and current rules require case-specific review. - [Societies Registration Act, 1860](https://bdlaws.minlaw.gov.bd/act-print-10.html) (Bangladesh law, conditional on legal form). Relevant if the organization is constituted as a society. Its filing, alteration and dissolution provisions must be read with the registered rules; this website does not establish that legal form.