INDUSTRY UNIVERSITY RESEARCH CONSORTIUM (INDUNIV) BY-LAWS

Transcription

1 BY-LAWS I. NAME of Organization Industry / University Research Consortium (Known as INDUNIV ) ll. TYPE of Organization Non - for- Profit Organization as registered under the State Department with SSN lll. VISION Enhance Puerto Rico s status as preferred location for new business opportunities and knowledge creation in the Pharmaceutical, Biotechnology, Bio-Medical Devices, Electronic and Allied Industries. lv. MISSION To promote and catalyze an effective and productive collaboration among Industry, Government and Academia to stimulate Knowledge base capabilities that support members need. To develop the necessary strategies and action plans that promotes Innovation, to help solve technical and scientific problems of interest to the Industry, positioning Puerto Rico as a global best practice location of choice for the Life sciences industry. V. MEMBERSHIP A. Membership in INDUNIV shall be composed of: Pharmaceutical, biotechnology, electronics, and medical devices manufacturing firms that shall be known as Industry Members and will collectively make up the Manufacturing Sector. University-level accredited academic institutions that shall be known as Academic Members and will collectively make up the Academic Sector. Government agencies directly or indirectly concerned with the industrial or scientific development of Puerto Rico that shall be known as Government Members and will collectively make up the Government Sector. Firms that supply industrial products or services and/or support scientific innovation in industry or academia that shall be known as Supporting Members and will collectively make up the Support Sector. File: INDUNIV ByLaws draft.doc Page 1 of 9

2 Firms that elect not to be active members but will like to contribute to the organization shall be known as SPONSORS Vl. FUNDING ALTERNATIVES : Membership dues ( donations ) establish three categories at the following levels: C - $2,500, B - $7,500 and A - $15,000 per year in 2003 to Companies with multiple Facilities will be assessed individually based on the sales dollars produced, number of people and / or number of facilities in PR. Any additional dues will be mutually agreed on individual basis as approved by Board Category A: Directing Members (Industry) - with annual sales exceeding $100 million. Directing Members (Academia) -with 25,000 or more students enrolled system-wide. Directing Members (Government) - agencies with annual budgets over $100 million. Supporting Members with annual sales exceeding $100 million. Category B: Directing members (Industry) with annual sales between $10 and $100 million. Directing Members (Academia) with more than 10,000 but less than 25,000 students enrolled system-wide. Directing members (Government) - agencies with annual budgets of less than $100 million. Category C: Supporting Members with annual sales between $10 and $100 million. Directing Members (Industry) with annual sales of less than $10 million. Directing Members (Academia) with less than 10,000 students enrolled system-wide. Supporting Members with annual sales of less than $10 million. Vll. DUES STRUCTURE: Category Years 2003 & 2005 Year 2006 Year 2007 and beyond A 15,000 17,500 20,000 B 7,500 10,000 10,000 C 2,500 3,500 5,000 Donations are accepted, from non-members, ( Defined as any entity that don t pay the membership due ), e benefits of donors are limited to inclusion in the File: INDUNIV ByLaws draft.doc Page 2 of 9

3 INDUNIV Mailing list and recognition as Sponsors and invited to some activities Match Funding is granted by the government, academic institution, foundation or other source at any mutually agreed level. Private sector and academic sector funds are considered for government match. Academic Research Grant allocations: Higher education institutions may elect to have INDUNIV manage a predetermined amount of Research Grant money through the Scientific Affairs Council due process. This funding will be recognized by INDUNIV Financial statements but retain at the Universities. After the SAC and INDUNIV Board approved the release of the allocated money the Executive Director of INDUNIV will send a letter to the Institution controller authorizing the release of the money to the investigators. Controller will send letter to INDUNIV acknowledging the release of the money. Partners: Constitute companies that will join the Forum for Innovation as a PARTNER and are not members of INDUNIV. They will pay a single fee for the Forum Partners rate and will enjoy the limited membership of INDUNIV for a year. Limited membership defines as not having Voting priviledges nor board participation. VIll. ORGANIZATIONAL STRUCTURE OF THE CONSORTIUM The Consortium shall be organized around five key components: A Board of Directors composed of representatives of the different membership categories. An Executive Director who represents the organization and will manage the Consortium's strategic and day-to-day affairs. Provides advise to the Board of director on new trends and opportunities. A Scientific Affairs Council Director reports directly to the Executive Director and is composed of scientific personnel from the member firms. It s role is to coordinate the Consortium's Grants Program and provide technical advise and direction on technical issues that requires attention. Pharma & Biotech Cluster Director will report to the INDUNIV s Executive Director. He/she will provide assistance to the cluster presidents facilitating, coordinating meetings as well as preparing minutes. CAPtec Director will reports directly to the Executive Director and will be responsible for the organizing, planning, and implementing the Packaging Technology Center. Additional Staff and consultants will be hired, as needed, to met the strategic requirements with the approval of the board of directors. A1. Board of Directors The Board of Directors shall be composed of eleven (15) members, elected from the various categories of membership, as follows: Category A: Eight (12 ) members shall be elected by the category A members. three (8 ) of these shall represent Manufacturing Sector, one ( 2 )shall represent the Academic Sector, one (1) shall represent the Government Sector and one (1) shall represent the Support Sector. File: INDUNIV ByLaws draft.doc Page 3 of 9

4 Category B: Two (2) members shall be elected by the Category B members. One (1) shall represent the Manufacturing and Support Sectors and one(1) shall represent the Academic Sector. Category C: One (1) member shall be elected by the Category Cmembers. If there are no Category B or Category C members in any one sector, The Director's slot on the Board for that sector shall be filled by an at-large Director elected by the full membership, from any membership category, until such time as the category is constituted and can elect a representative. A.2 DUTIES AND RESPONSIBILITIES OF THE BOARD 1. To approve the basic policy direction of the Consortium in order to achieve its objectives. 2. To insure that the Consortium's activities and operations are in harmony with its mission and reflect good management and business practices. 4. To review and approve the annual operating budget. 5. The Board shall meet at least nine (9) times during each calendar year, and should do so monthly, if possible. A.3 EXECUTIVE COMMITTEE. The President, the Vice President, the Secretary and the Treasurer of the Board of Directors shall exercise the governing functions of an Executive Committee. A.4 OFFICERS The Board of Directors shall organize itself as follows: a President, a Vice-President, a Treasurer, a Secretary and eight (11) Directors. The President shall always be a representative of the Manufacturing Sector from the category A of membership. A4.1 DUTIES OF THE PRESIDENT The President will provides leadership for the attainment of strategic goals, presides over Board and Executive Committee meetings, approves budgets, and serves as representative at official events. The President may delegate any of his/her duties to the Executive director or any other member of the Board. Protects the rights of members and assure that the bylaws are followed Assures that an orderly and democratic process is maintained Presides over, and controls the pace of each meeting Represents the Manufacturing sector Determines the focus of action to accomplish the mission Calls for special meetings as required On a periodic basis, calls for a strategic planning session File: INDUNIV ByLaws draft.doc Page 4 of 9

5 A4.2 Duties of the Vice President INDUSTRY UNIVERSITY RESEARCH CONSORTIUM The Vice President will be the Interim - President-elect in the event that the current President is unable to continue in his/her position, or in the event that a new President is not found (elected) during the next session of the Board. In the absence of the President, the Vice President will assumed his/ her responsibilities. A4.3 Duties of the Secretary The Secretary will maintains the corporate records as required by law, ensures that all corporate actions are properly made, recorded, and secured. He / She also records and distributes the minutes of each meeting A4.4 Duties of thetreasurer The Treasurer provides financial direction, advice, and guidance to INDUNIV. Reviews the books and bookkeeping procedures periodically, participates in the budgetary planning process, provides budget information for board approval. Prepares yearly financial summarries and activities for the annual meeting with the membership. A.5 QUORUM Any five (5) members of the Board present at meetings shall Constitute quorum, provided that one of them is either the President or or a member of the executive committee. A.6 MEMBERS OF THE BOARD Members of the Board shall be the senior executive or senior technical person from the member firms and institutions, or their authorized representatives. A.7 COMMITTEES The Board may appoint as many committees as it may see fit to carry out specific duties, tasks, inquiries or assignments and may delegate to said committees the power to make recommendations for action to be taken in the areas of responsibility assigned to them, but ultimate responsibility for decisions rests with the full Board. B. EXECUTIVE DIRECTOR The Board shall appoint an Executive Director to carry out day-to-day Management, set goals and objectives of the organization and to implement the policy decisions approved by the Board and maintain the board in tune with the clients needs and the changing environment. He ( she) is the official representative of the organization on those functions that the President is unable to participate. The Executive Director shall participate as an 'Ex-Officio' member of the Board of Directors. He / She will manage all personnel and contract matters within approved budget. Provide guidance to Board of Directors maintaining open channels of communication. Manage all operations with-in approved budget. Act as official spokesman of INDUNIV or related business. Maintain the highest ethical Standards of the organization. SCIENTIFIC AFFAIRS COMMITTEE File: INDUNIV ByLaws draft.doc Page 5 of 9

6 C.1 Duties and Responsibilities INDUSTRY UNIVERSITY RESEARCH CONSORTIUM >The SAC shall define the areas of interest to be proclaimed via Requests for Proposals to be circulated among INDUNIV members. >The SAC shall establish the timetable for the Grant Cycle and evaluate research proposals received. In its evaluation of proposals, the SAC shall be guided by the following criteria; - Relevance to industry - Scientific content - Methodology - Data analysis - Expertise of Principal Investigator - Timetable Budget and justification of expenses. - Foster Intelectual Property Protection > The SAC shall select and recommend approval of research proposals to INDUNIV's Board of Directors, which retains final approval authority. D Biotech and Pharma Clusters: D.1 Duties and responsibilities - INDUNIV shall form, administer and maintain the clusters - INDUNIV shall provide a facilitator / coordinator to support the clusters activities - INDUNIV will articulate any ongoing initiative to assure best utilizations af resources - INDUNIV will support the clusters (with the condition that external local or federal government funding is provided to cover expenses ) - INDUNIV will be represented at the Board of every Cluster by the Executive Director of INDUNIV E. CAPTech E.1 Duties and responsibilities - CAPTech is formed as a DBA of INDUNIV - The board of CAPTech reports to the Board of INDUNIV for budget, business plans performance and changes. - INDUNIV will seed the formation of CAPTech, hire a center director, develop business plans, seak government grants and match funding. - CAPTech Board will run the date to date operation - INDUNIV will oversight and support CAPTech growth until it reaches self sustainability at which point INDUNIV board will decide the condition and time table to divest CAPTech as a corporation. lx. PRIVILEGES OF THE MEMBERS A. INDUNIV, Scientific Affairs Committee, Clusters, Centers, and others -All dues-paying members shall have the right to appoint representatives to the Scientific Affairs Committee (SAC), the Clusters. CAPTech and any other committee that is organized to attend the needs of the strategic goals. -Members may appoint representatives as deemed necessary to faithfully represent each operating unit (manufacturing plant or academic campus)participating in these activities. -Each member shall have one vote for each manufacturing unity or campus represented on the SAC Or any other Advisory board. File: INDUNIV ByLaws draft.doc Page 6 of 9

7 B.Voting privilege of the Board of Directors -All dues-paying members shall have voting rights in electing a representative from their sector and category to the Board of Directors. -Each member shall have one vote in electing the sector representative, regardless of how many operating units or campuses the member may have. -Each member of the Board of Directors shall have one vote. C. Use of Logo and Resources - All active members have the right to use INDUNIV Logo as a company sponsored organization - Active members can request from INDUNIV the following assistance: o Act as Industry Liaison between Academia and Government o Identify Resources outside the company o Establish Industry Advisory Boards at Higher Education Institutions with the objective of assisting in the development of certification programs and new curriculum that respond to the need of the industry. o Partner with other groups to Support, Develop and promote future workforce development VIII. ANNUAL ASSEMBLY -The membership shall meet at least once per year, at the Annual Assembly. -All dues-paying members shall have voting rights at the Annual Assembly on any matter put to the Assembly. These will normally be; Elections to the Board of Directors; approval of strategic changes of the organization; resolutions and other issues of interest to the membership. -Each dues-paying member shall have one vote, regardless of how many operating units or campuses the member may have. -Extraordinary meetings of the membership may be called by the Board of Directors or by any five members acting in concert. X Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw will constitute presence in person at such meeting. Xl Severability. If any provision of these Bylaws will be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Corporation s Certificate of Incorporation, then such provision will File: INDUNIV ByLaws draft.doc Page 7 of 9

8 nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) will remain in full force and effect. Severability of Clusters Bylaws. If any provision of the Cluster Bylaws will be held to be invalid, illegal, unenforceable or in conflict with the provisions of the INDUNIV Corporation s Certificate of Incorporation or Bylaws, then such provision will nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation or By Laws, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) will remain in full force and effect. Restriction on Number of Absences. Members who cease to assist and do not send a representative after three consecutive or four alternate monthly meetings with out a valid excuse, shall be replaced by a representative from another organization within the same industry/academic sector. IX. AMENDMENTS TO THE BY-LAWS These Bylaws may be amended at any time by the Board of Directors, subject to ratification by the membership. Proposed amendments shall be circulated to the members not less than thirty (30) days after their approval by the Board and shall only take effect after the members have expressed their approval by a majority vote, issued either at a meeting of the membership or by mail vote. Bylaws amendments approved by the following INDUNIV Board of Directors members In representation of their organizations: Any authorized representative of the organizations listed in the Board of Directors can substitute its member since membership belongs to the organization. File: INDUNIV ByLaws draft.doc Page 8 of 9

9 These bylaws are based on Roberts Rule of Order (2 nd edition) parliamentary procedures and adjusted to reflect current INDUNIV organizational needs. Reference to these procedures can be made to expand or clarify any other future Cluster requirements. These By-Laws were approved by the Board of Directors on September 10, 1992 and later amended on October 20, 1993, June 30, 1999, January 25, 2000, May 11, 2001, Sept. 30, 2003 and December 16, /6/04 File: INDUNIV ByLaws draft.doc Page 9 of 9