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SECTION 1. The ASSOCIATION OF BIOMOLECULAR RESOURCE FACILITIES has been organized for the following purposes: A. To promote and facilitate discussion and cooperation among core facilities. B. To provide mechanisms for the self-evaluation and improvement of procedural and operational accuracy, precision, and efficiency in core facilities. C. To provide the education of facility staff, facility users, administrators, and interested members of the scientific community.
SECTION 1. Registered office. The registered office of ASSOCIATION OF BIMOLECULAR RESOURCE FACILITIES (hereinafter called the Association) in the State of Delaware shall be in the City of Dover, County of Kent, and the registered agent in charge thereof shall be Paracorp, Incorporated. SECTION 2. Other Offices. The Association may have such other offices in such places, either within or without the State of Delaware, as the Board of Directors (hereinafter called the Board) may from time to time determine or the business of the Association may require.
SECTION 1. Annual Meetings. The annual meeting of the members for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held not less than two (2) months before the end of each calendar year, at such place (within or without the State of Delaware), date and hour as shall be designated in the notice thereof. SECTION 2. Special Meetings. Special meetings of the members for any purpose may be called by the Board or the President to be held at such place (within or without the State of Delaware), date and hour as shall be designated in the notice thereof. SECTION 3. Notice of Meetings. Except as otherwise expressly required by law, notice of each meeting of the members shall be given not less than 10 nor more than 60 days before the date of the meeting to each member entitled to vote at such meeting by mailing such notice, postage prepaid, directed to each member at the address thereof as it appears on the records of the Association. Every such notice shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Except as provided in the immediately succeeding sentence or as otherwise expressly required by law, notice of any adjourned meeting of the members need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder entitled to vote at such adjourned meeting. A written waiver of notice, signed by a member entitled thereto, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a member in person or by proxy at a members' meeting shall constitute a waiver of notice to such member of such meeting, except when such member attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 4. Quorum. At each meeting of the members, except as otherwise expressly required by law, a majority of the members of the Association entitled to vote at the meeting shall be present or represented by proxy to constitute a quorum for the transaction of business. In the absence of a quorum at any such meeting or any adjournment or adjournments thereof, a majority in voting interest of those present in person or by proxy and entitled to vote thereat, or, in the absence therefrom of all the members, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time until a number of members requisite for a quorum shall be present in person or by proxy. At any such adjourned meeting at which a quorum may be present, any business may be transacted that might have been transacted at the meeting as originally called. SECTION 5. Order of Business. The order of business at each meeting of the members shall be determined by the chairman of such meeting, but such order of business may be changed by a majority of those present in person or by proxy at such meeting and entitled to vote thereat. SECTION 6. Voting. Each member of the Association shall, at each meeting of the members, be entitled to one vote in person or by proxy, provided that such member was a member: (a) on the date fixed pursuant to the provisions of Section 5 of Article IX of these By-laws as the record date for the determination of members who shall be entitled to receive notice of and to vote at such meeting, or (b) if no record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice of the meeting shall be given or, if notice shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held. All voting shall be by secret ballot. Each member shall designate a person (hereinafter called the Voting Representative) who shall cast all votes, whether in person or by proxy, and make all nominations on behalf of such member. The Voting Representative shall be an Associate of the Association. Any vote of a member of the Association may be given at any meeting of the members in person or by proxy appointed by an instrument in writing delivered to the President of the Association who shall tally the votes. The attendance at any meeting of a member who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At all meetings of the members, all matters, except as otherwise provided by law or in these By-laws, shall be decided by the vote of a majority of the votes cast by members present in person or by proxy and entitled to vote thereat, a quorum being present. SECTION 7. Action by Written Consent. Any action required or permitted to be taken by any annual or special meeting of the members may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by a majority of the members of the Association. The Secretary-Treasurer shall file such consent or consents with the minutes of members' meetings and shall give prompt notice (in the manner provided in Section 3 of this Article III) of the taking of any action without a meeting by less than unanimous written consent to those members who have not consented in writing. If no record date for determining the members entitled to express consent to action without a meeting is fixed by the Board, the record date therefor shall be the day on which the first written consent is received.
SECTION 1. General Powers. The business and affairs of the Association shall be managed by or under the direction of the Board of Directors. SECTION 2. Number and Term of Office. The Board of Directors shall consist of six directors, who shall be the members of the Executive Committee of the Association. The Board of Directors shall be divided into three (3) classes, known as Class A, Class B and Class C. Each director shall be elected to a term of three (3) years, commencing on January 1 following the election and ending December 31 of the year after the following year, except that the term of office of the initial directors in Class A shall expire on December 31 of the year such directors are first named, and the term of office of those of Class B shall expire one year thereafter. SECTION 3. Qualification of Director. Each director shall be an Associate. Each director shall be a full-time employee of a member of the Association, and such member may not be an industrial supplier. No two directors may be employees of the same member. Each director must have been a full-time employee of a member of the Association for a time at least equal to the lesser of (a) three (3) years or (b) half the length of the existence of the Association. SECTION 4. Nomination of Directors. At least five (5) months and not more than seven (7) months after each January 1, the President shall receive all nominations by members for directors to be elected at the subsequent annual meeting of members. All such nominations shall be in writing and shall be executed by the Voting Representative of a member, and shall be seconded in writing by the Voting Representative of a different member. Each member may participate not more than once a year by nominating or by seconding a nomination. Each nominee shall be an Associate and shall agree to serve if elected. If fewer than four (4) nominees have been named by members prior to any annual meeting, the Board of Directors may nominate additional candidates such that an aggregate of up to four (4) nominees shall have been named prior to such annual meeting. SECTION 5. Election. At each meeting of the members for the election of directors at which a quorum is present, the persons receiving the greatest number of votes, up to the number of directors to be elected, shall be the directors. Any ties shall be resolved by a majority of disinterested directors. SECTION 6. Resignation, Removal and Vacancies. Any director may resign at any time by giving written notice of his resignation to the President or the Secretary-Treasurer of the Association. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, then it shall take effect when accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. A director may be removed, either with or without cause, at any time by a vote of a majority of the members. Any vacancy occurring on the Board for any reason may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The director elected to fill such vacancy shall hold office for the unexpired term in respect of which such vacancy occurred. SECTION 7. Meetings.
SECTION 8. Compensation. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board may receive reimbursement for expenses incurred in performing the functions of director and member of any committee of the Board. Nothing herein contained shall be construed so as to preclude any director from serving the Association in any other capacity and receiving compensation therefor. SECTION 9. Indemnification of Directors and Officers. Each person who has been or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was or has agreed to become a director, officer or employee of the Association, or is or was serving or has agreed to serve at the request of the Association as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Association against expenses (including attorneys'fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, and expenses incurred in connection therewith may be advanced by the Association, all to the full extent and in the manner permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time. Similar indemnification may be provided by the Association to any person, not a director, officer or employee, who has been or is a party or is threatened to be made a party to any such action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an agent of the Association or for its benefit as an agent of another corporation, partnership, joint venture, trust or other enterprise. Indemnification of, and advancement of expenses to, a director, officer or employee of the Association or of another corporation, partnership, joint venture, trust or other enterprise (unless otherwise ordered by a court) shall be made by the Association unless a determination is made that indemnification of the director, officer or employee is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 145 of the General Association Law of the State of Delaware, as amended from time to time. Any indemnification of, and advancement of expenses to, an agent of the Association or of another corporation, partnership, joint venture, trust or other enterprise under this Section 7 of Article IV (unless otherwise ordered by a court) may be made by the Association unless a determination is made that indemnification of the agent is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in such Section 145. Any such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the members. No such determination shall create any presumption in any action, suit or proceeding that any director, officer, employee or agent has not met the applicable standard of conduct. No termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall, of itself, create any presumption that any director, officer, employee or agent has not met the applicable standard of conduct. The foregoing indemnification provisions shall be deemed to be a contract between the Association and each director, officer and employee who serves in such capacity at any time while such provisions, as well as the relevant provisions of the General Corporation Law of the State of Delaware, are in effect, and any amendment or repeal thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. such contract right may not be modified retroactively without the consent of such director, officer or employee, as the case may be. The indemnification provided by this Section 7 of Article IV shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such persons. Invalidation of any portion of this Section 7 of Article IV shall not affect the validity of any other portion hereof. The provisions of this Section 7 of Article IV may be amended, altered or repealed only by the members of the Association in the manner specified in clause (b) of Section 109 or permitted by clause (a) of Section 228 of the General Corporation Law of the State of Delaware, as amended from time to time.
The Board may, by resolution passed by a majority of the whole Board, designate subcommittees of the Board, each such subcommittee to consist of two or more directors and to have such duties and functions as shall be provided in such resolution ' The Board shall have the power to change the members of any such subcommittee at any time, to fill vacancies and to discharge any such subcommittee, either with or without cause, at any time.
SECTION 1. Election, Appointment and Term of Office. The officers of the Association shall be a presiding officer (herein called the President) and a financial officer (herein called the Secretary-Treasurer). The President and the Secretary-Treasurer shall be directors, and shall be elected by the Board at its annual meeting, and each such officer shall hold office until the next annual meeting of the Board and until his successor is elected or until his earlier death or until his earlier resignation or removal in the manner hereinafter provided. The Board may elect or appoint such other officers as it deems necessary, including Vice Presidents and Assistant Secretaries. Each such officer shall have such authority and shall perform such duties as may be provided herein or as the Board may prescribe. If additional officers are elected or appointed during the year, each of them shall hold office until the next annual meeting of the Board at which officers are regularly elected or appointed and until his successor is elected or appointed or until his earlier death or until his earlier resignation or removal in the manner hereinafter provided. SECTION 2. Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice to the President or the Secretary-Treasurer of the Association, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, then it shall take effect when accepted by action of the Board. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board, with or without cause. A vacancy in any office may be filled for the unexpired portion of the term in the same manner as provided for election or appointment to such office. SECTION 3. Duties and Functions.
SECTION 1. Execution of Documents. The President or any other officer, employee or agent of the Association designated by the Board, or designated in accordance with corporate policy as approved by the Board, shall have power to execute and deliver deeds, leases, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Association, and such power may be delegated (including power to redelegate) by written instrument to other officers, employees or agents of the Association. SECTION 2. Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association or otherwise in accordance with corporate policy as approved by the Board. SECTION 3. Proxies in Respect of Stock or other Securities of other Corporations. The President or any other officer of the Association designated by the Board shall have the authority (a) to appoint from time to time an agent or agents of the Association to exercise in the name and on behalf of the Association the powers and rights which the Association may have as the holder of stock or other securities in any other corporation, (b) to vote or consent in respect of such stock or securities and (c) to execute or cause to be executed in the name and on behalf of the Association and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as he may deem necessary or proper in order that the Association may exercise such powers and rights. The President or any such designated officer may instruct any person or persons appointed as aforesaid as to the manner of exercising such powers and rights.
The books and records of the Association may be kept at such places within or without the State of Delaware as the Board may from time to time determine.
SECTION 1. Members. An institution that qualifies as a Listed Core Facility and contributes to the annual fees determined by the Board of Directors to the Association shall be a "member" as that term is used in those By-laws and in the General Corporation Law of the State of Delaware. An institution shall qualify as a Listed core Facility only if it is a laboratory and it (a) provides one or more of the following services: amino acid analysis, protein/peptide sequencing, peptide synthesis, DNA synthesis, or DNA sequencing or (b) provides one or more of the services listed in the preceding phrase to other laboratories or divisions as a primary goal of the facility. A division, department, or other subpart of a laboratory may qualify as a Listed Core Facility if it exists within such laboratory's organization as indicated by separate management and budgetary classifications laboratory or a department may have more than one Listed Core Facility if each entity separately qualifies as such. Marketing divisions of companies involved in the manufacturing, delivery, or servicing of related equipment or supplies shall not qualify as Listed Core Facilities although such companies may be Sponsors and related individuals may be Associates. The Executive Committee of the Association shall make all decisions in their discretion regarding whether an organization meets the requirements for a Listed Core Facility. SECTION 2. Associates. A person who qualifies as an Associate Member and who contributes the annual fees determined by the Board of Directors to the Association shall be an "Associate" as that term is used in these By-laws. A person shall qualify as an Associate Member if he is an individual interested in participating in the Association. An Associate shall not be a "member" of the Association as that term is used in these By-laws and in the General Corporation Law of the State of Delaware. SECTION 3. Sponsor. Any institution, including any institution that does not qualify as a Listed Core Facility, that contributes the annual fees determined by the Board of Directors to the Association shall be a "Sponsor" as that term is used in these By-laws. A Sponsor shall not be a "member" of the Association as that term is used in these By-laws or in the General Corporation Law of the State of Delaware. SECTION 4. Fees. Fees for members, Associates, and Sponsors shall be set by the Board of Directors annually and shall be announced at least three (3) months before the end of the calendar year. SECTION 5. Membership Year. Status as a member, an Associate, or a Sponsor shall be determined annually and shall coincide with the calendar year.
The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Association, and in figures the year of its incorporation.
The fiscal year of the Association shall be the calendar year or such other year as may be designated by resolution of the Board.
Requests to amend or repeal these By-laws shall be made by petition to the Board by twenty percent (20%) of the members or by thirty percent (30%) of the Associates. The Board shall submit such request to a vote either at a meeting of the members or for a written consent of the members within six (6) months of receipt, and may be approved by not fewer than fifty-one percent (51%) of the members.
I hereby certify that I am the duly elected and acting Secretary-Treasurer of the Association of Biomolecular Resource Facilities, a Delaware non-stock corporation, and that the foregoing By-laws are the full, true and correct By-laws as approved and adopted by the unanimous written consent of the directors without a meeting. IN WITNESS WHEREOF, I have subscribed my name on ___________________, 1989. ________________ Elizabeth Fowler Secretary-Treasurer |
