About : Blyaws
ARTICLE I
Name and Purposes
Section 1. Name. The name of this Association shall be THE NEW HAMPSHIRE BIO/MEDICAL COUNCIL (hereinafter the "Association"). It shall be a non-profit Association organized pursuant to New Hampshire Revised Statutes Annotated Chapter 292.
Section 2. Purposes. The objectives for which this Association is established are as follows:
To promote and grow the biotechnology (including life sciences, biosciences and medical sciences) industry in New Hampshire; to provide information and/or assistance to biotechnology startup companies and biotechnology companies interested in relocating their operations to New Hampshire; to foster the growth of educational infrastructure and programs to support the biotechnology industry; to promote job training activities for the biotechnology industry in New Hampshire; to promote public awareness of the biotechnology industry in New Hampshire; to implement education seminars for Association Members; and to serve as a resource to Association Members.
Notwithstanding the foregoing:
No part of the net earnings of the Association shall inure to the benefit of any Member, director, or officer of the Association, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Association; and no Member, director, or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Association. In addition, the Association shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(6) of the Code.
ARTICLE II
Membership and Organization
Section 1. Industry Members. Industry Members shall be corporations, businesses or organizations who are involved in the biotechnology industry. Industry Members must be approved for membership by the Board of Directors and shall have voting privileges in the Association. An Industry Member shall be required to pay an annual Association fee, which shall be set annually by the Association’s Board of Directors.
Section 2. Affiliate Members. Any organization (e.g. law firms, banks, venture capitalists, etc.) with an interest in the biotechnology industry may be accepted as an Affiliate Member. Affiliate Members must be approved for membership by the Board of Directors and shall have voting privileges in the Association. Affiliate Members shall be required to pay an annual Association fee, which shall be set annually by the Association’s Board of Directors.
Section 3. Education Members. Any educational institution or department with (i) an interest in the biotechnology industry, or (ii) teaching, or having, a secondary, associate, under-graduate, or graduate-level biotechnology (including life sciences, biosciences and/or medical sciences) curriculum may be accepted as an Education Member. Education Members must be approved for membership by the Board of Directors and shall have voting privileges in the Association. Education Members shall be required to pay an annual Association fee, which shall be set annually by the Association’s Board of Directors.
Section 4. Individual and Student Members. An individual or student having an interest in the biotechnology industry or enrolled in a secondary, associate, under-graduate, or graduate-level biotechnology (including life sciences, biosciences and/or medical sciences) curriculum, may be admitted as an Individual or Student Member. Individual and Student Members shall be approved for membership by the Board of Directors. Individual and Student Members may serve on Association committees, but shall not have any voting privileges in the Association. Individual and Student Members shall be required to pay an annual Association fee, which shall be set annually by the Association’s Board of Directors.
Section 5. Other Classes of Membership. The Board of Directors may establish such other classes of membership as they shall deem desirable to further the purposes of the Association.
ARTICLE III
Board of Directors
Section 1. Board of Directors. Management of the Association shall rest in the Board of Directors, which shall have sole authority to make any and all decisions affecting the affairs of the Association. The Board shall have sole responsibility for the financial and general organizational health of the Association and will ensure that the purposes and goals of the Association are adhered to. The Board shall have the power to approve candidates for membership, establish membership fees and the power to seek additional funds for program activities. The Board may resolve matters of policy and urgency. The Board shall meet as required by these Bylaws.
Section 2. Number of Directors. The number of Directors shall be 9, provided however, that the Board of Directors shall have the ability to increase the size of the Board to up to 15 Directors.
Section 3. Election of Directors. The initial Board of Directors shall be the nine (9) incorporators of the Association and such other persons as may be chosen by the incorporators. Subsequent Boards of Directors shall be elected by the voting Members of the Association at the Association’s annual meeting.
Section 4. Term of Office. Directors shall serve for a maximum of six (6) consecutive years. Directors shall each be elected for a three (3) year term.
ARTICLE IV
Officers and Their Duties
Section 1. Officers. The officers of the Association shall be a President, Vice President, Treasurer and Secretary, each of whom shall be elected for a one (1) year term. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board of Directors. Any two or more offices may be held by the same person. No officer may serve for more than two consecutive terms of office.
Section 2. Election. Nomination of officers shall be made at each annual meeting of the Association or by nominating petition approved by a majority of the Board of Directors. A nominee receiving the vote of a majority of those Members of the Association that are present at the meeting, or voting by mail, and eligible to vote shall be declared elected.
Section 3. Vacancies. A vacancy in any office shall be filled by the Board at its next regular meeting and in accordance with Section 2 hereinabove.
Section 4. President. The president shall be the principal executive officer of the Association and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Association. The president shall, when present, preside at all meetings of the Members and, unless the Board has elected a chairman, at meetings of the Board of Directors. The president may sign with the secretary or with any other proper officer of the Association thereunto authorized by the Board of Directors: including, but not limited to, deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association, or which is required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president. The President shall have authority to approve expenditures less than $2,500. The President shall represent the Association at local, civic, and community activities which require the Association’s attendance. The President shall serve on the Executive Committee.
Section 6. Vice President. The Vice President shall succeed to the powers of the President in his/her absence. The Vice President shall serve on the Executive Committee.
Section 7. Treasurer. The Treasurer of the Association shall have charge of all funds of the Association, shall keep a detailed account of its income and expenditures, and shall be responsible for payment of all expenditures of the Association. He/she shall provide an annual financial report to the Board of Directors of the Association at their annual meeting and, in addition, if so requested, shall provide interim financial statements to the Board members. The Treasurer shall present to the Board for adoption by it a proposed budget for each fiscal year. The Treasurer’s signature and a Director’s signature shall be required on all of the Association’s checks of $2,500 or more. Each signatory shall be bonded as deemed necessary by the Board of Directors. At the conclusion of his/her term of office there may be an audit of the Treasurer’s books prior to the new treasurer taking office. The Treasurer shall serve on the Executive Committee.
Section 8. Secretary. The Secretary of the Association shall record the minutes of all meetings, attend to correspondence, and keep the records of the Association. The Secretary shall issue notices to the members of the Board of Directors in accordance with these Bylaws. The Secretary shall serve on the Executive Committee.
ARTICLE V
Meetings of the Membership
Section 1. Voting. Each Industry Member, each Affiliate Member and each Education Member listed on the membership rolls at the time of giving notice of a meeting shall be entitled to one vote on each matter submitted to a vote of the Members at the meeting. A Member that is not an individual may vote at a meeting of the membership by an authorized representative of such Member.
Section 2. Proxy. Members entitled to vote at a meeting of the membership may vote at any such meeting by proxy.
Section 3. Annual Meeting. The annual meeting of the Members of the Association shall be held on or before March 31, 1999 of each year, in Portsmouth, NH, unless the Board of Directors shall designate some other time or place for the meeting. Special meetings of the Members shall be held at the direction of the Board of Directors or the Executive Committee. Dues for the following year shall be established for each class of membership at the annual meeting by a majority vote of the voting Members present.
Section 4. Quorum. At any meeting of the membership duly called, one-third (1/3) of the voting Members listed on the membership rolls at the time of the giving of notice of the meeting, present in person or proxy, shall constitute a quorum.
Section 5. Notice of Meetings. Written notice of the time and place of the annual meeting and of special meetings shall be mailed to members listed on the membership rolls not fewer than fourteen (14) days in advance of the date of such meeting.
ARTICLE VI
Meetings of the Board of Directors
Section 1. Annual Meetings of Directors. The annual meeting of the Board of Directors shall be held during the month of March in each year. The purpose of the meeting shall be to report on the general health and status of the Association and to conduct such other business as may be appropriate.
Section 2. Special Meetings of Directors. The President or the Executive Committee or any two (2) members of the Board may call a special meeting of such Board.
Section 3. Regular Meetings of Directors. The members of the Board of Directors shall meet at such times and at such places as they shall determine, except that a meeting shall be held annually as provided in Section 1 of this ARTICLE VI.
Section 4. Voting. Each member of the Board of Directors shall have one vote.
Section 5. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any annual, regular or special meeting.
Section 6. Notice. The Secretary of the Association shall notify each member of the Board of Directors of the annual meeting date not fewer than fourteen (14) days prior to the date of such meeting. The Secretary shall notify each director of any special meeting at least three (3) days prior to such meeting, and such notice may be given by telephone, by FAX transmission, or by means of other telecommunication equipment, or may be in writing, and such notice shall specify the purpose of the special meeting. No other business may be conducted at a special meeting except that specified in the notice thereof.
Section 7. Informal Action by Board of Directors. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent or consents in writing and setting forth the action so taken shall be signed by all of the members of the Board entitled to vote thereon. Such written consent or consents shall be filed with the Association’s other permanent records.
Section 8. Telephone Meeting. A special meeting of the Board of Directors may be called by or at the request of the President or any two (2) members of the Board and may be held by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence at the meeting. Notice of any such special telephone meeting shall be given in writing delivered to a responsible person at the director's residence or place of business, or by telephone, not fewer than twelve (12) hours prior to the time of such special telephone meeting.
Section 9. Waiver of Notice. Whenever any notice is required to be given to a director pursuant to these Bylaws or pursuant to New Hampshire law, a waiver thereof in writing signed by the person or persons entitled to receive such notice, whether signed prior to, at, or after the meeting, shall be deemed equivalent to the giving of such notice.
ARTICLE VII
Committees
Section 1. Executive Committee. The Executive Committee shall consist of the President, the Vice President and the Treasurer. The Executive Committee shall nominate officers for election by the Board of Directors. When the Board of Directors is not in session, the Executive Committee shall also have and may exercise all of the authority of the Board of Directors for managing the day-to-day affairs of the Association, except that the Executive Committee shall not have the authority of the Board with respect to amending the articles of agreement, adopting a plan of merger or consolidation, recommending a voluntary dissolution of the Association or a revocation thereof, or amending these Bylaws or fill a vacancy in the Board of Directors.
Section 2. Nominating Committee. The Nominating Committee shall be appointed by the Board of Directors and consist of five persons, one of whom shall be a Director chosen each year at the annual meeting of the Board of Directors to serve as Chair of the Committee. The Board of Directors shall select the other four Committee members, who will represent the Industry, Affiliate, Education, and Individual and Student Members respectively of the Association.
The duties of the Nominating Committee shall be to present to the Association nominations for directors of the Association.
Section 3. Other Committees. The Board of Directors may appoint other special purpose and study committees as they deem necessary from time to time.
ARTICLE VIII
Amendments
These Bylaws may be amended at any annual or special meeting of the Board of Directors at which a quorum is present, and any amendment shall require the affirmative vote of a two-thirds majority of the Board members; provided, however, that proposed amendments must be submitted to Directors at least seven (7) days prior to the meeting at which they are considered.
ARTICLE IX
Indemnification
The directors and officers of the Association shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporation, association, or other entities extending credit to, contracting with, or having any claim against, the Association, may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due and payable to them from the Association.
To the fullest extent now or hereafter permitted by law, no director or officer of the Association shall be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director or officer. No amendment or repeal of this ARTICLE IX or these Bylaws shall have any effect on any right or protection of any director or officer for or with respect to acts or omissions occurring prior to such amendment or repeal.
In the event of a lawsuit and/or other similar action covered by the indemnity set forth in the first two paragraphs of this ARTICLE IX, or arising out of any lawful action or act taken, or omissions made, on behalf of the Association by any directors and officers of the Association, or its former directors and officers, the Association shall indemnify each such director or officer, and/or former directors and officers, to the fullest extent permitted by law.
ARTICLE X
Corporate Seal
The Association shall have a corporate seal on which shall be inscribed the name, state and year of incorporation.
ADOPTED: August 8, 1999