BYLAWS
OF
LAWRENCE-DOUGLAS
COUNTY BIOSCIENCES AUTHORITY, INC.
(a Kansas Not-for-Profit
Corporation)
ARTICLE I
Offices
The initial principal office of LAWRENCE-DOUGLAS
COUNTY BIOSCIENCES AUTHORITY, INC. (the “Corporation”) in the State of Kansas shall be located
at 734
Vermont Street, Lawrence, Kansas 66044. The Corporation may have such other offices, either within or
outside the State of Kansas, as the activities of the Corporation may require from
time to time.
The initial resident agent and registered
office of the Corporation shall be the Corporation itself at 734 Vermont
Street,
Lawrence, Kansas, 66044.
The Corporation is
organized exclusively to be
a corporation within the meaning of Section 501(c)(6) of the Internal Revenue
Code of 1986, as amended (the “Code”), or the corresponding section of
any future federal tax code. The Corporation’s purposes shall include, but not
be limited to, the receipt, administration, and expenditure of funds for the
development and promotion of the bioscience industry and bioscience companies
located or actively functioning in Douglas County, Kansas, and for economic
development generally in Douglas County, Kansas. To enable the Corporation to
carry out such purposes, it shall have the power to do any and all lawful acts
and to engage in any and all lawful activities, alone or in conjunction with
others, which may be necessary, proper or suitable, directly or indirectly, for
the attainment of any of the purposes for which the Corporation is organized,
and the Corporation shall have and shall exercise all the powers conferred by
the provisions of the Kansas General Corporation Code not outside the scope of
these Bylaws.
No part of the net earnings or assets of
the Corporation shall inure to the benefit of, or be distributable to, its
members, directors, officers, contributors, or other persons in their private
capacity, except that the Corporation shall be authorized and empowered to pay
reasonable compensation for services actually rendered and make payments and
distributions in furtherance of the purposes set forth in this Article.
Notwithstanding any other provision, the
Corporation shall not carry on any activity not permitted to be carried on by
an organization exempt from federal income tax under Section 501(c)(6) of the
Code,.
ARTICLE III
Members
Section 1. Initial
Members. The members
of the Board of Directors of the Corporation shall comprise the Members of the
Corporation.
Section
2. Additional Members. Additional Members may be admitted to
membership in the Corporation on such terms and conditions and according to
such procedures as may be established from time to time by the Board of
Directors.
ARTICLE IV
Directors
Section
1. General Powers. The affairs of the Corporation shall be
managed by its Board of Directors. Subject to the limitations of the Articles
of Incorporation, these Bylaws, and the Kansas Corporation Code, all corporate
powers shall be exercised by or under the authority of, and the conduct and
affairs of the Corporation shall be controlled by, the Board of Directors.
Section 2. Number,
Class and Term of Office.
(a) Number. The
authorized number of directors to constitute the Board shall be not less than
four (4) and not more than seven (7). The Board shall include the following
four (4) designated persons: (i) the designee of the City Commission of
Lawrence, Kansas; (ii) the designee of the Board of Commissioners of Douglas
County, Kansas; (iii) the designee of the Board of Directors of the
Lawrence-Douglas County Chamber of Commerce; and (iv) the designee of the
Chancellor of the University of Kansas.
(b) Class. In
the event the Board consists of more than four (4) members, the Board of
Directors shall consist of two (2) classes. One class (“Class A”) shall
be comprised of the four designated members under subparagraph (a) above. The
other class (“Class B”) shall be comprised of three (3) persons, two (2)
of which shall be representatives of entities interested in the bioscience
industry and one of which shall be an “at-large” member who is a resident of Lawrence
or Douglas County, Kansas. The Class B members of the Board of Directors shall
be appointed by the Class A members of the Board of Directors. In the event of
a death, resignation or expiration of term of a Class B member of the Board of Directors,
the Class A members of the Board of Directors may fill such vacancy or
vacancies by affirmative vote of a majority of such Class A Directors.
(c) Term. The
Class B members of the Board of Directors shall have three (3) year terms and
the terms shall be staggered so that only one Class B Director’s term shall
expire in each year.
(d) Ex-Officio
Members. The Board of Directors shall also include non-voting ex-officio
members comprised of: (i) the President of Lawrence Regional Technology Center;
(ii) the City Manager of the City of Lawrence, Kansas; (iii) the County Administrator
of Douglas County, Kansas; (iv) the President of the Lawrence-Douglas County
Chamber of Commerce; and (v) such other individuals as the Board of Directors
designates.
Section 3. Annual Meetings. The annual meeting of the
Board of Directors shall be held at such time and place as determined by the
Board of Directors, pursuant to notice, which meeting shall be held for the
purpose of transacting such business as may come before the meeting. If the
day fixed for the annual meeting shall be a legal holiday, such meeting shall
be held on the next succeeding business day.
Section 4. Regular
Meetings. The Board of Directors may provide by resolution for the time
and place for holding regular meetings of the Board.
Section 5. Special
Meetings. Special meetings of the Board of Directors may be called by the
President, or by a majority of the Directors.
Section 6. Notice.
Notice of any meeting shall be given at least three (3) days previous thereto
by written notice delivered personally, by mail via the United States Postal
Service, by facsimile to a Director at his designated facsimile number, or by
electronic mail to a Director’s designated electronic mail address. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail in a sealed envelope so addressed, with postage thereon prepaid. Any
Director may waive notice of any meeting. The attendance of a Director at any
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 7. Quorum
and Voting. A majority plus one of the Directors shall constitute a quorum
for the transaction of business at any meetings of the Board of Directors;
provided that if less than a quorum of the Directors are present at said
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice. Each Director present shall be entitled to one
(1) vote upon each matter submitted to a vote at any such meeting. Unless specifically provided for elsewhere in these
Bylaws, the affirmative vote of a majority of the Directors present at a
meeting of the Directors at which a quorum is present shall be the act of the
Board of Directors.
Section 8. Meetings
by Conference Telephone or Similar Communications Equipment. A Director
may participate in any board meeting by means of a 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 subsection shall constitute presence in person at such meeting.
Section 9. Action by Unanimous Consent. Any action
required or permitted to be taken at any meeting of the Board of Directors, any
committee thereof, or any other governing body of the Corporation may be taken
without a meeting if all voting members of the Board, the committee or other
governing body, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of the Board, the committee or other
governing body.
Section 10. Committees.
(a)
Committees Generally. The
Board may designate, by resolution passed by a majority of the whole Board, one
or more committees of the Board. Each committee shall consist of one or more
designated Directors. The Board of Directors, or the Chairman of the Board, may
also from time to time appoint special advisory committees, the members of
which may but need not be Directors, which shall have none of the authority of
the Board of Directors, but shall report and make recommendations to the Board
of Directors with respect to specified subjects.
(b)
Meetings By Conference Telephone or Similar Communications Equipment.
Unless otherwise restricted by the Articles or these Bylaws, members of any
committee designated by the Board may participate in a meeting of such
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 in such manner shall constitute presence in
person at such meeting.
(c)
Committee Action Without a Meeting. Unless otherwise restricted
by the Articles or these Bylaws, any action required or permitted to be taken
at any meeting of a committee may be taken without a meeting if all members of
such committee consent thereto in writing. Any such writing shall be filed
with the minutes of proceedings of such committee.
Section
11. Compensation. Directors shall not receive any stated salary for
their service as a Director. Nothing herein shall preclude any Director from
serving the Corporation in any other capacity as an agent, employee or
otherwise, and receiving compensation for such service.
ARTICLE V
Officers
Section 1. Officers.
The officers of the Corporation shall be a President, a Treasurer and a
Secretary. The Corporation may also have one or more Vice Presidents.
Section 2. Election
and Term of Office. The officers of the Corporation shall be elected by of
the Board of Directors from among the persons comprising the Board of Directors
at the annual meeting of the Board of Directors. The term for each office
shall be for one (1) year.
Section 3. Removal.
Any officer or agent elected or appointed by the Board of Directors may be
removed upon a vote by the Board of Directors whenever, in its judgment, the
best interests of the Corporation would be served thereby.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, or otherwise,
may be filled upon a vote by the Board of Directors for the unexpired portion
of the term.
Section 5. President.
The President shall preside at all meetings of the members and of the Board of
Directors. The President may sign any documents and instruments which the
Board of Directors authorizes to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of the President and such other
duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice
President. In the absence of the President, or in the event of his
inability or refusal to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all restrictions upon the President. Any Vice President shall perform such
other duties as from time to time may be assigned by the President or by the
Board of Directors.
Section 7. Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties (at the expense of the Corporation) in such
sum and with such surety or sureties as the Board of Directors shall
determine. The Treasurer shall: have charge and custody of and be responsible
for all funds and securities of the Corporation and, in general, perform all
the duties incident to the office of the Treasurer and such other duties as
from time to time may be assigned by the President or by the Board of
Directors.
Section 8. Secretary.
The Secretary shall: (a) keep the minutes of the Board of Directors’
meetings in one (1) or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records; and
(d) in general perform all duties incident to the office of Secretary and
such other duties as from time to time may be assigned by the President or by
the Board of Directors.
Section 9. Compensation.
The officers shall not be compensated; however the Board of Directors may
authorize reimbursement of expenses incurred by officers in performance of
their duties on behalf of the Corporation.
ARTICLE VI
Contracts, Loans, Checks, Deposits and Custodians
Section
1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.
Section 3. Checks,
Drafts, etc. All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation
shall be signed by such officer or officers, agent or agents of the Corporation
and in such manner as shall from time to time be determined by resolution of
the Board of Directors.
Section 4. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other depositories as the
Board of Directors may select.
Section 5. Custodians.
The Board of Directors may from time to time designate a bank, trust company,
or depository as custodian of all funds and properties of the Corporation,
which custodian shall maintain a record of all receipts, expenditures, income
and expenses of the Corporation and/or perform such ministerial duties as the
Board of Directors by written direction may instruct, the custodian to receive
such fees for its services as may from time to time be agreed upon by the Board
of Directors and the custodian.
ARTICLE VII
Agents and Attorneys
The Board of Directors may appoint such
agents, attorneys, and attorneys‑in‑fact of the Corporation as it
may deem proper, and may, by written power of attorney, authorize such agents,
attorneys or attorneys‑in‑fact to represent it and for it and in
its name, place and stead, and for its use and benefit to transact any and all
business which said Corporation is authorized to transact, and in its name,
place and stead, and as its corporate act and deed, to sign, acknowledge and
execute any and all contracts and instruments, in writing necessary or
convenient in the transaction of such business as fully to all intents and
purposes as said Corporation might or could do if it acted by and through its
regularly elected and qualified officers.
ARTICLE VIII
Fiscal Year
The
fiscal year of the Corporation shall be January 1 to December 31.
ARTICLE IX
Waiver of Notice
Whenever any notice is required to be given pursuant
to Kansas law, the Articles
or these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
ARTICLE X
Indemnification
Section 1. General Indemnity.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit, or proceedings, whether civil, criminal, administrative or investigative,
other than an action by or in the right of the Corporation, by reason of the
fact that he/she is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys’ fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him/her in
connection with such action, suit, or proceedings if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he/she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his/her conduct was
unlawful.
Section 2. Limitations on
Indemnity. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he/she is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against
expenses, including attorneys’ fees, and amount paid in settlement actually and
reasonably incurred by him/her in connection with the defense or settlement of
the action or suit if he/she acted in good faith and in a manner he/she
reasonably believe to be in or not opposed to the best interests of the Corporation;
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his/her duty to the Corporation
unless and only to the extent that the court in which the action or suit was
brought determines upon application that, despite the adjudication of liability
and in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Section 3. Attorneys’ Fees. To
the extent that a director, officer, employee or agent of the Corporation has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in subsections 1 and 2 of this Article, or in defense of any claim,
issue or matter therein, he/she shall be indemnified against expenses,
including attorneys’ fees, actually and reasonably incurred by him/her in
connection with the action, suit or proceeding.
Section 4. Determination of
Board. Any indemnification under subsections 1 and 2 of this section,
unless ordered by a court, shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he/she has
met the applicable standard of conduct set forth in this section. The
determination shall be made by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the action, suit or
proceeding, or if such a quorum is not obtainable, or even if obtainable, a
quorum of disinterested directors so directs or by independent legal counsel in
a written opinion.
Section 5. Non-Exclusive. The
indemnification and advancement of expenses provided by, or granted pursuant to
this Article, shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any other provision of law, the
Articles of Incorporation or any agreement, vote of disinterested directors or
otherwise, both as to action in his/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 a person.
ARTICLE XI
Liability for Debt of Corporation
The Directors, officers and members of the Corporation
shall not be personally liable for the payment of the Corporation’s debts,
except as they may be liable by reason of (a) breach of their duty of loyalty
to the Corporation; (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law; or (c) any
transaction in which they derived an improper benefit.
ARTICLE XII
Income and Property
of the Corporation
All income and properties of the Corporation
shall be devoted exclusively to the purposes as provided in the Articles of
Incorporation of the Corporation. The Board of Directors may adopt such
policies, regulations, and procedures governing the management and/or
disbursement of funds for such purposes as in its opinion are reasonably
calculated to carry out such purposes as set forth in said Articles.
ARTICLE XIII
Prohibited
Transactions
No provision of the Articles of
Incorporation or these Bylaws shall in any way be construed as permitting the Corporation,
whether through its Board of Directors, its officers, agents, or other party
acting in its behalf, to allow the net income or property of the Corporation to
inure to the private benefit of any incorporator, Director, officer or
individual having a personal or private interest in the activities of the Corporation.
ARTICLE XIV
Dissolution
Upon the dissolution of the Corporation,
the Board of Directors shall, after paying or making provisions for the payment
of all of the liabilities of the Corporation, dispose of all the assets of the
Corporation to or for the benefit of organizations qualifying as organizations
under Section 501(c)(6) of the Code as the Board of Directors of the
Corporation shall determine. Any such assets not so disposed of shall be
disposed of by the District Court of the county in which the principal office
of the Corporation is then located, exclusively for such purposes or to such
organization or organizations, as said court shall determine, which are
organized and operated exclusively for such purposes.
ARTICLE XV
Amendments
New
Bylaws may be adopted or these Bylaws may be amended or repealed upon the vote
of the Board of Directors at any regular or special meeting thereof. Notice of
any amendment of the Bylaws by the Board of Directors shall be given to each
member of the Board of Directors within ten (10) days after the date of such amendments
by the Board.
CERTIFICATE
The undersigned, hereby certifies:
(a) That he or she is the duly
elected, qualified and acting Secretary of LAWRENCE-DOUGLAS COUNTY BIOSCIENCES
AUTHORITY, INC., a Kansas Nonprofit Corporation; and
(b) That, to the best of the
knowledge of the undersigned, the foregoing Bylaws, comprising nine (9) pages
constitute the original Bylaws of the Corporation; and
(c) The foregoing are the duly
adopted Bylaws of the Corporation now in full force and effect.
IN TESTIMONY WHEREOF, this Certificate
has been executed this ________ day of ___________________, 2006.
__________________________________________
Printed
name: ___________________
Title:
Secretary, Lawrence-Douglas County Biosciences Authority, Inc.