1995 Proposal to Amend the Bylaws of the ABRF
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this document was scanned in from a hard copy of the
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The following is a set of proposed changes to the Bylaws of the
Associationof Biomolecular Resource Facilities that are being
presented to themembership for consideration. In addition, a ballot
is included for thepurpose of voting on the proposed changes. An
ballots must be received byAugust 19, 1996, to be included. We urge
every voting representative toexercise their right to vote. In order
for a proposal to pass, 51 % of allexisting voting members must
approve it. This is not the same as 51% ofthose members who vote. If
a proposal does not get approval from 5 1 % ofall members, the
original bylaws will stand.
The proposals are arranged in two groups.
- Group 1 includes proposals that are
consideredcontroversial and are presented to the membership for
their decision on howthey wish their Association to proceed.
Please vote your conscience on eachone.
- Group 2 includes relatively minor changes that are
proposed to bring theBylaws up to date with common practices or
terminology or that provide formore efficient or practical
operation of the Association. The ExecutiveBoard does not believe
that the items in group 2 are of a controversialnature. Voting in
the affirmative on these items will greatly aid the Boardin
performing its duties. Therefore, all members are urged to vote in
theaffirmative on these items.
Explanations in Italics at points throughout the text,
explanations are sometimes provided in italics to present the
rationale for specific proposals so that the voter may
betterunderstand the reason for its placement on the ballot.
This packet also contains statements outlining the reasons for and
againstallowing employees of commercial vendors to serve on ABRF
committees. Thisproposal is presented in Group 1, Item 1.
DIRECTIONS OR VOTING:
There are 14 proposals for change to the Bylaws. You are
encouraged toregister your vote on each proposal. All 14 proposals
are important,
However, the proposals in Group I are extremely critical.Vote by
placing a check in the appropriate space on the ballot.Please select
either Yes or No for each proposed item.
Return only the Ballot page by sealing it in the small envelope,
sign theoutside of the envelope and then place it in the large
envelope which has thereturn address and postage.
Since this is officially an "action by written consent" according
to our lawsof incorporation, you must sign the ballot envelope. To
assure anonymity,the ballots will be tallied by a disinterested
person who is not a member ofthe Association.
Important: When considering these proposals keep in mind that the
members ofthe ABRF are the Resource Laboratories, not persons. All
persons are termedAssociates and the member laboratory designates one
of their staff as thevoting representative. The membership dues of
the voting representative arecovered under the dues of the member
laboratory and there is only one voteper member (laboratory).
Proposals:
Group 1: (2 items)
1. To add one of the following two proposed paragraphs to
Section 2 ofArticle V:
Explanation for item 1: These proposals are being presented to the
membershipto resolve the question of whether or not to allow
employees of industrialsuppliers to serve on committees. You may vote
"no" for both proposals ifyou wish. Doing so means that you wish to
maintain the present situation andleaves the matter of allowing
employees of industrial suppliers to serve oncommittees to the
discretion of the Executive Board. If you vote "yes" forone you must
vote "no" for the other. A "yes" vote for one without a "no"vote for
the other will be taken to mean a "no" vote for the other. A
"yes"vote for both will disqualify your vote in this matter.
Proposal 1:
Members of general committees may be employees of industrial
suppliers ifthey attest prior to serving on the committee that they
will conductthemselves in a professional manner, acting objectively
in all matters of thecommittee, and will take no action in any
committee business either favoringor disfavoring their employer or
any other industrial supplier for thepurpose of commercial gain or
advancement or retardation of any industrialsupplier. Employees of
industrial suppliers who serve on committees may notserve as
chairperson or co-chairperson of that committee.
Proposal 2:
Members of general committees may not be employees of industrial
suppliers.The definition of an industrial supplier for this purpose
is a for-profitcompany or organization that is a vendor or
manufacturer of instruments orsupplies sold, at least in part, to
resource laboratories such as those whichconstitute the membership of
the Association. For-profit laboratories whichdo not routinely sell
instruments or supplies as a normal part of theirbusiness, but
rather, only provide services, shall not be consideredindustrial
suppliers for this purpose. The Executive Board shall make
alldecisions in their discretion regarding whether an organization
meets therequirements of an industrial supplier.
2. To change Article IV, Section 3, "Qualification of
Director", in thefollowing manner:
From:
Each director shall be an Associate. Each director shall be a full
timeemployee of a member of the Association, and such member may not
be anindustrial supplier. No two directors may be employees of the
same member.Each director must have been a full-time employee of a
member of theAssociation 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.
To:
Each member of the Executive Board shall be an Associate. Each
member of theExecutive Board shall not be an employee of a vendor or
an industrialsupplier. No two directors may be employees of the same
member. Each memberof the Executive Board must have been an Associate
of the Association for atleast three (3) years.
Explanation for item 2: Item 2 refers specifically to the
Executive Board.It allows Associates who do not work directly in
resource laboratories or inlaboratories which may not be eligible to
be a member as it is defined, to bemembers of the Executive Board if
they are Associates in good standing.Also, the phrase "half the
length of the existence of the Association" is nolonger relevant. All
other original provisions of this Section arepreserved.
Group 2: (12 items)
Explanation for items 3-6. The first four items are to conform to
currently accepted practices or to eliminate ambiguity in
terminology.
3. All references to a single gender shall be changed in an
appropriatemanner to refer to both genders or to be gender
neutral.
4. All references to "Board of Directors" shall be changed to
refer to"Executive Board".
5. All references to "core facilities" shall be changed to refer
to "resource facilities and research laboratories".
Explanation for item 5: We presently have members who are not on
the staff ofcore facilities as that term is usually used. We wish to
encourage anyoneinterested in the ABRF to join. Also, investigators
outside of the UnitedStates are not always organized in traditional
core facilities.
6. All references to "Associate members" will be changed to
"Associates".
Explanation for item 6: Adopting this terminology will also avoid
confusionwith "member laboratories".
7. To change Article I "Purpose", Section 1, part A
from:
To promote and facilitate discussion and cooperation among core
facilities.
to:
To promote and support resource facilities, research laboratories,
andindividual researchers regarding operation, research, and
development in theareas of methods, techniques, and instrumentation
relevant to the analysisand synthesis of biomolecules.
8. To change Article I "Purpose", Section 1, part C
from:
To provide the education of facility staff, facility users,
administrators,and interested members of the scientific community.
to:
To provide a mechanism for the education of resource facility and
researchlaboratory staff, users, administrators, and interested
members of thescientific community.
9. To change Article III, Section I
from:
SECTION 1. Annual Meetings. The annual meeting of the members for
theelection of directors and for the transaction of such other
business as mayproperly come before the meeting shall be held not
less than two (2) monthsbefore the end of each calendar year, at such
place (within or without theState of Delaware), date and hour as
shall be designated in the noticethereof.
to:
SECTION 1. Annual Meeting The annual meeting of the members for
the electionof Executive Board members and for the transaction of
other such business asmay properly come before the meeting shall be
held each calendar year, atsuch place (within or without the State of
Delaware), date and hour as shallbe designated by the Executive Board
in the notice thereof.
Explanation for item 9: Removes the time constraint for the
election of Boardmembers.
10. To change the heading of Article 5 from "Subcommittees" to
"Committees"anddesignate the existing text of Article V as "Section
1. Subcommittees of theExecutive Board".
and to add the following as Section 2 of Article V with the same
conditionsas already provided in the existing bylaws under Article V:
Section 2. General Committees. The Executive Board may, by
resolution passedby a majority of the whole Executive Board,
designate committees of theAssociation.
Explanation for item 10: This simply codifies our existing
mechanism andformally distinguishes general committees from
subcommittees of the ExecutiveBoard. The wording is the same as the
existing bylaws except for theadditional designation of a "general
committee".
11. Amend Section I of Article IX, "Membership" to exclude
reference toindividual services so that it reads, in part:
"A laboratory shall qualify as a Biomolecular Resource Facility or
ResourceLaboratory only if it is a laboratory and it provides
services toindividuals, other laboratories, or divisions as a primary
goal of thefacility."
Explanation of item 11: This simply eliminates formal listing the
individualservices so that there is flexibility in adding or deleting
covered servicesof members as times and practices change without
requiring further amendmentsto the Bylaws.
12. Amend Section 2 of Article IX, "Membership" to include the
followingdefinition:
"The voting representative of a Member, as it is defined in
Article III,Section 6 of these By-Laws, shall be an Associate."
Explanation of item 12: Formally states that the voting
representative of amember is by definition an Associate. This
statement is proposed to avoidconfusion when reading the bylaws. It
changes nothing.
13. To add the following to Article XII.
At their discretion, the Executive Board may also present
proposals foramendment of these By-laws to the members.
Explanation of item 13: Provides an additional mechanism to
initiate aproposal to amend the By-laws. The prerogative of the
members or theassociates to initiate such proposals as originally
provided in this Articlewill remain unchanged.
14. To change the definition of a quorum at each meeting of the
members
from:
a majority of the members of the Association entitled to vote at
the meetingshall be present or represented by proxy to constitute a
quorum for thetransaction of business.
to:
40% of the members of the Association entitled to vote at the
meeting shallbe present or represented by proxy to constitute a
quorum for the
transaction of business.
Explanation for item 14: This makes it more realistic to hold a
valid meetingthat can transact business. All members will be notified
of the meetingahead of time and of all issues scheduled for a vote.
They will then havethe option of attending or voting by proxy. This
simply makes it valid if afewer number (40%) decide to vote in the
first place and less likely thatthings will get hung up because of
apathy. No one will be deprived of theirright to vote on an issue if
they choose to do so. In the past, the onlyaction this would have
applied to was the annual election of the ExecutiveBoard. It is
anticipated that this shall remain the case.
Why We Should Allow Employees of Industrial Suppliers or
Commercial Vendorsto Serve on ABRF Committees.
The ABRF committees are composed of dedicated and hard-working
volunteerswith demonstrated scientific expertise relevant to the
committee mission. Anumber of ABRF members who have the required
expertise and commitment toparticipate on committees are also Vendor
employees. These individuals havea great deal to offer the ABRF and
should be allowed to serve providing they(1) conduct their work as an
unbiased professional scientist and not as anemployee of a company,
and (2) abide by our conflict of interest policy whichapplies to all
members serving the ABRF in official capacities.
The conflict of interest policy requires all ABRF members who
serve theorganization to disclose potential conflicts and to assure
that they willserve in a professionally appropriate manner, using
their best scientificjudgment in any endeavor and making efforts to
avoid prejudice or favoritismfor a particular commercial product. All
committee members also assure thatthey will refrain from the using
ABRF intellectual property in any way thatmay imply ABRF endorsement
and from incorporating personal or corporateidentifiers in any
official ABRF endeavor.
The affiliation, and therefore potential bias, of a vendor
employee is amatter of public record. This is not true for other ABRF
members who may bepaid consultants, or be in a position to obtain
other benefits from a vendor.Thus the possibility of conflicts of
interest exist for other ABRF membersas well as for vendor employees.
All who serve the ABRF should be held tothe highest standards of
professional conduct. Vendor employees who upholdthese standards
should not be categorically excluded from participation.
Why We Should Not Allow Employees of Industrial Suppliers or
CommercialVendors to Serve on ABRF Committees.
The reason why vendor employees should not be allowed to serve on
ABRFcommittees is simply that it provides an unnecessary opportunity
for aconflict of interest to arise. Moreover, it need not be a real
conflict ofinterest. Rather, any allegations stemming from only a
perceived conflict,real or not, could have far reaching negative
impact on the Association. Ithas been argued that surely one person
on a committee of six or more peoplewould not be able to
single-handedly sway the conclusions reached by thecommittee as a
whole, and that trying to do so for personal gain would beobvious and
dealt with accordingly. That may be so, but all it takes is foranyone
to allege that it might have happened and the Association
isimmediately embroiled in a controversy that could have been easily
avoided.Even more potentially dangerous is the perception one vendor
may have ofanother whose employee sits on a committee whose actions
they feel may haveadversely reflected on them or their product.
Vendors are in the business ofmaking money by selling a product.
Their success depends on the perceptionthat their potential customers
have of their product and their company. Realor not, questions will
be asked and doubts will arise.The vendors and their employees are
not our adversaries and we should alwaysstrive for an amicable
relationship. Excluding them from committees shouldnot be construed
as reflecting negatively on them or as a statement that theyare not
worthy. Their goals are just simply different from that of
anon-profit professional organization like our own. If we include
them, weimmediately make ourselves much more vulnerable than we
already are. Wewould, in fact, be setting ourselves up as a target
and inviting anyone totake a shot at us. A huge potential for
problems can easily and simply beavoided by just saying NO. Anyone
who follows current events knows that tosimply be, accused leaves a
deep stain that not even acquittal can erasecompletely.
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