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ARTICLES OF ORGANIZATION
OF THE NATIONAL RESEARCH COUNCIL
Approved June 1, 2015


PREAMBLE

The Council of the National Academy of Sciences, under the authority conferred upon the Academy by its charter enacted by Congress and approved by President Lincoln on March 3, 1863, and reenacted as Sections 150301 through 150304 of Title 36, United States Code, and pursuant to the request expressed in Executive Order No. 2859 of May 11, 1918, as amended by Executive Order No. 10668 of May 10, 1956, and by Executive Order No. 12832 of January 19, 1993, and under the authority conferred upon the Council of the National Academy of Sciences by the Academy's Bylaws, hereby adopts the following amended Articles of Organization for the National Research Council (NRC), effective July 1, 2015, superseding the previously amended Articles of Organization dated June 15, 2007.

Article I, PURPOSE

The purpose of the National Research Council is to help improve public policy, understanding, and education in matters of science, technology, and health. To accomplish this purpose, the Council promotes the increase and dissemination of knowledge in the natural and social sciences, mathematics, engineering and medicine, and the use of this knowledge to benefit the public welfare. To this end, and under policies established by the National Academy of Sciences, in consultation with the National Academy of Engineering and the National Academy of Medicine which have been organized under the corporate charter of the National Academy of Sciences, the National Research Council shall be the principal operating agency of the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine for service in the national interest and for furnishing scientific and technical advice to governmental and other organizations.

Article II, GOVERNING BOARD

Section 1 Authority and Composition

(a) The authority for the governance and oversight of the National Research Council shall be vested in a Governing Board.

The Governing Board shall consist of: (1) the President, Vice-President, and Treasurer of the National Academy of Sciences, and three other members of the Council of the National Academy of Sciences, appointed by that Council to serve on the Governing Board at the pleasure of that Council for terms not to exceed four consecutive years, which may exceed their terms on the Council, except that the Governing Board shall always include at least one sitting member of the Council who is not an officer; (2) the President, Vice- President, and Treasurer of the National Academy of Engineering and one other member of the Council of the National Academy of Engineering, appointed by that Council to serve on the Governing Board at the pleasure of that Council for terms not to exceed four consecutive years, which may exceed their terms on the Council; and (3) the President of the National Academy of Medicine, and three other members of the Council of the National Academy of Medicine, appointed by that Council to serve on the Governing Board at the pleasure of that Council for a term not to exceed four consecutive years, which may exceed his or her term on the Council.

(b) The President of the National Academy of Sciences, or in the President's extended absence, the Acting President of the National Academy of Sciences, shall serve as Chair of the Governing Board and its Executive Committee; the Presidents of the National Academy of Engineering and the National Academy of Medicine shall serve as Vice-Chairs of the Governing Board.

(c) The President, or Acting President, of the National Academy of Sciences shall serve as Chair of the National Research Council; the Presidents of the National Academy of Engineering and the National Academy of Medicine shall serve as Vice-Chairs of the National Research Council.

(d) The Foreign Secretaries of the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine, the Chair of the Report Review Committee, and the chairs of the major program units provided for in Section 2 of Article IV, if they are not members of the Governing Board pursuant to paragraph (a) of Section 1 of Article II, shall be entitled and expected to attend and participate in Governing Board meetings in the same manner as members of the Board, except that they shall not vote and they shall not attend executive sessions of meetings of the Governing Board unless otherwise directed by the Board.

Section 2 Meetings

(a) The Board shall meet at the call of the Chair as often as its business requires, but no less than two times annually; a quorum shall consist of not fewer than eight members of the Board, four of whom shall be representatives from the National Academy of Sciences, two representatives from the National Academy of Engineering, and two representatives from the National Academy of Medicine. In the absence of both the Chair and Vice-Chairs, those present shall elect a Chair pro tempore from among their number.

(b) Meetings of the Board shall be conducted according to Robert's Rules of Order. All actions of the Governing Board shall require at the minimum a majority of those present and voting; however, if an action is opposed by all the representatives of one of the Academies who are present, and those members so request, the question shall then be deferred for reconsideration and disposition at the next meeting of the Governing Board. Section 3 Committees of the Governing Board

(a) There shall be an Executive Committee of the Governing Board as provided for in Article III of these Articles of Organization.

(b) The Governing Board may from time to time establish such subcommittees of the Governing Board and the Governing Board Executive Committee as may be necessary and appropriate to assist the Governing Board in performing its functions.

(c) No action may be taken by or on behalf of the Governing Board, or exercising any authority of the Governing Board, by any committee or subcommittee of the Governing Board other than the Governing Board Executive Committee. Any action taken by or on behalf of the Governing Board, or exercising any authority of the Governing Board, shall be taken by the Governing Board, or by the Governing Board Executive Committee, in accordance with these Articles of Organization.

Article III, EXECUTIVE COMMITTEE

Section 1 Composition

There shall be an Executive Committee of the Governing Board consisting of seven members of the Governing Board as follows: the President of the National Academy of Sciences, who shall serve as chair, and two other members of the Council of the National Academy of Sciences designated by the President of the National Academy of Sciences; the President of the National Academy of Engineering and one other member of the Council of the National Academy of Engineering designated by the President of the National Academy of Engineering; and the President of the National Academy of Medicine and one other member of the Council of the National Academy of Medicine designated by the President of the National Academy of Medicine. The President of each organization may also designate from their respective Councils an alternative member of the Executive Committee who may attend and serve as a member of the Executive Committee at any meeting of the Committee at which the President, or a designated member if any, from that organization is absent

Section 2 Authority

The Executive Committee of the Governing Board shall have authority, on behalf of the Governing Board, by a majority vote of the members of the Executive Committee present and voting, to approve proposals for grants and contracts in accordance with policies established by the Governing Board and to perform such other functions as may be assigned to it from time to time by the Governing Board. However, if an action is opposed by all the representatives of one of the Academies who are present at a meeting of the Executive Committee, and those representatives so request, the question shall be referred to the Governing Board for consideration and disposition. Three members present at a meeting of the Executive Committee shall constitute a quorum of the Committee, so long as at least one of the members is a member of the Council of the National Academy of Sciences, at least one of the members is a member of the Council of the National Academy of Engineering, and at least one of the members is a member of the National Academy of Medicine.

Section 3 Meetings

The Executive Committee shall meet at the call of the Chair for the above purpose, to resolve questions of interpretation or implementation of policy, and to transact such other business as may properly come before it. All formal actions shall be reported at the next following meeting of the Governing Board.

ARTICLE IV, MAJOR PROGRAM UNITS

Section 1 Establishment and Terms of Reference

The Governing Board of the National Research Council shall establish the major program units of the National Research Council and shall adopt Terms of Reference which define their purposes and functions, and provide for their governance, organization, and authority. The major program units shall include such subordinate Boards, Committees, or Panels as may be necessary for carrying out the work of the National Research Council.

Section 2 Responsibilities of Unit Chairs

For each major program unit, the chair of the unit appointed by the Chair of the National Research Council with the concurrence of the Governing Board shall:

(a) in accord with the Terms of Reference of the major program unit recommend for approval by the NRC Chair, the members of the Boards, Committees, and Panels of that program unit; and upon approval by the NRC Chair, shall be empowered to make such appointments;

(b) be responsible, through the NRC Chair, to the Governing Board for the scientific oversight and conduct of all projects and programs of the major program unit, and for such other matters as may be assigned by the Governing Board;

(c) advise on the appointment of the executive director of the major program unit;

(d) be responsible for the preparation of such substantive and administrative reports of the major program unit as may be required by the Chair or Governing Board of the National Research Council.

Section 3 Term of Appointment of Unit Chairs

The term of appointment of the chair of a major program unit shall not exceed three years and a chair may not serve more than two terms consecutively, except that where the chair of a major program unit under the Terms of Reference of that unit occupies the office of chair by virtue of having been elected to another office within the institution, the term of appointment of the chair shall be coterminous with the term of the elective office.

Article V, POWERS

Section 1 Governing Board

The Governing Board shall have power to:

(a) authorize or terminate contracts on behalf of the Council of the National Academy of Sciences;

(b) approve an annual budget for the operation of the National Research Council for inclusion in the annual institutional budget to be approved by the Council of the National Academy of Sciences;

(c) approve appointments on behalf of the Council of the National Academy of Sciences of such senior staff positions in the National Research Council as the Governing Board may determine to be necessary;

(d) modify the structure and organization of the National Research Council (major changes should be made after consultation with the Councils of the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine);

(e) determine policy for the National Research Council;

(f) review the program of the National Research Council, and evaluate its effectiveness with respect to national needs;

(g) take such other actions as may be necessary to conduct the affairs of the National Research Council, consistent with the act of incorporation of the National Academy of Sciences, the NAS Constitution and Bylaws, and these Articles of Organization.

Section 2 Chair, National Research Council

As chief executive of the National Research Council, the Chair:

(a) shall sign contracts resulting from proposals authorized by action of the Governing Board; or may delegate this authority to a designee;

(b) shall be responsible for the report review process and, to that end, shall provide for a Report Review Committee, with members and review panels drawn from the membership of the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine; and shall appoint the chair and members of the Report Review Committee;

(c) shall be responsible for management and administration of the National Research Council, including the power to approve all appointments, and for those supporting services necessary to its effective operation;

(d) shall consult with the President of the National Academy of Engineering and the President of the National Academy of Medicine on issues centered in engineering and medicine, respectively, relating to personnel and programs and on these matters seek concurrence of the appropriate individual before decisions are reached.

Section 3 Vice-Chairs, National Research Council

The Vice-Chairs of the National Research Council shall serve as deputies to the Chair and shall assist the Chair in carrying out the responsibilities of the Chair as chief executive of the National Research Council.

Article VI, RELATIONS WITH THE ACADEMIES

The Presidents of the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine shall be responsible for forwarding to the attention and consideration of the Governing Board any proposals, views, or actions of their Councils germane to the program and operations of the National Research Council. They shall also inform the Governing Board of the intention to establish Academy committees to initiate program studies. They shall be responsible for reporting to their respective Councils any matter arising in the NRC that warrants attention by their Councils.

Article VII, ANNUAL REPORT

An annual report on the work of the National Research Council shall be presented by the Chair to the National Academy of Sciences, the National Academy of Engineering, and the National Academy of Medicine; such report shall be suitable for inclusion in the annual report submitted by the National Academy of Sciences to the Congress of the United States.

Article VIII, AMENDMENTS

Section 1

These Articles of Organization may be amended by the Council of the National Academy of Sciences, after consultation with the Councils of the National Academy of Engineering and of the National Academy of Medicine.