Center By-Laws

Article I – Introduction

1.1 The following Bylaws will be used to govern the Center for Biophotonic Sensors and Systems, a National Science Foundation (NSF) Industry/University Cooperative Research Center (I/UCRC), under NSF grant number IIP-1068070.

1.2 The Bylaws are approved by the Directors’ Board (consisting of the Center Director and the Site Directors for each site) and the Industrial Advisory Board (IAB). The Bylaws can be amended at any time by an affirmative vote of two-thirds of the Directors’ Board and two-thirds of the members of the Industrial Advisory Board.

1.3 The Center for Biophotonic Sensors and Systems (CBSS) is a university consortium comprised of the following affiliated sites (UNIVERSITY AFFILIATES):

• Boston University Photonics Center, Boston University, Boston, MA
• Center for Biophotonic Science & Technology, University of California at Davis, Sacramento, CA

1.4 The Bylaws form a part of the Membership Agreement with participating Sponsors. If there are any inconsistencies between the Bylaws and the Membership Agreement, the terms and conditions outlined in the Membership Agreement takes precedence over the Bylaws provided the inconsistent terms of the Membership Agreement have been approved by two-thirds of the Directors’ Board and two-thirds of the IAB.

Article II – Purpose

Vision Statement
2.1 CBSS will focus on translational research where photonics provides the enabling technologies for advances in methods to detect/sense and identify biological properties, conditions, or changes at the molecular and cellular/sub-cellular level. Ultimately, we see photonics as a driver for early disease detection, reduction of health care costs, speedier and more effective treatment through personalized care and better patient outcomes.

Mission
2.2 The mission of CBSS is:

• To create a national center of excellence for biosensor research with photonics as the enabling technology.
• To cultivate embryonic applications for biosensors.
• To advance biophotonic sensor technology, providing significant commercial benefits for disease diagnosis, patient monitoring, drug efficacy testing, and food and water safety.
• To develop effective methods for technology translation, accelerating innovative research to commercial benefit.
• To increase the quantity, quality and diversity of professionals prepared to work in this field.
• To involve the full technology and supply value chain in a common focus of solving critical unmet needs in the healthcare sector using biophotonic sensing solutions.
• To educate future leaders and increase the quantity, quality and diversity of professionals prepared to work in the photonics field.

Research Focus
2.3 CBSS research will be focused on the needs of the industry members and the capabilities of the universities. Generally, the universities will employ research expertise in areas such as: microscopy, spectroscopy, flow cytometry, optical label-free assays, imaging (cellular and tissue), nanoplasmonics, photochemistry, nanomaterials, photonic sources/detectors, endoscopy, DNA sequencing techniques and other areas of optical research to address societal and commercial benefits for disease diagnosis, drug efficacy testing, patient monitoring, and food and water safety.

Article III – Membership

3.1 CBSS membership is open to all corporations, foundations, government agencies, federally funded research & development corporations (FFRDC) and government owned contractor-operated laboratories (all herein referred to as Company(ies). Membership is also open to international corporations, including those without a US affiliate.

3.2 The CBSS membership fees are $50,000 per year for the first five years and will be used to support Center research.

3.3 A company may support the Center with two or more memberships at $45,000 for the second membership and $40,000 for each additional membership. A single company may not exceed a membership interest of greater than 30% of the total, and in no case exceed three memberships.

3.4 An accountable “in-kind” membership is possible upon approval by the Center Director, all University Site Directors and two-thirds of the IAB. Equipment, supplies and production services are examples of accountable “in-kind” support as long as the support is relevant to the research priorities, fair value can be determined and will be in compliance with OMB A21 and no additional cost contribution (i.e. installing infrastructure for new capital) is required by university or other company members.

Article IV – Organization and Administration

4.1 Center Director: The Director will be responsible for the overall activities of CBSS, including financial and personnel resources, space, research, and their implementation and will report to the Vice President of Research at Boston University. The initial Director will be Dr. Thomas Bifano of Boston University, who will serve in that capacity for the initial five years of the Center. The Vice President of Research at Boston University will have approval authority for renewing Dr. Bifano’s role as Center Director for the Second Five Year Award (Phase II) and the Third Five Year Award (Phase III). The Vice President of Research at Boston University may select a replacement for Dr. Bifano, within NSF guidelines on approval of the University Policy Committee.

4.2 The Site Directors at the Lead and Affiliate Universities will be responsible for Center activities at their university and will report directly to their respective appropriate university administrators and to the Center Director. The Site Directors will provide liaison between the Center and the appropriate academic departments of the member universities. Site Directors are chosen by the participating university subject to approval by the Director’s Board.

4.3 Project Principal Investigators will manage specific research projects funded by the Center and will report directly to the appropriate Site Director, the appropriate university administrators, program management at the lead university and to the member companies supporting the project. Project Principal Investigators will be identified in specific project proposals.

4.4 Administrative Support Staff. The lead university and each participating university will provide a reasonable level of clerical and accounting support for the operation of the Center.

4.5 Although individual members of the Center join the Center through one of the University Sites, there is only one IAB for the Center. The IAB will select a Chairperson for a two year term at the initial IAB meeting and no less than every two years thereafter.

4.6 Members paying membership fees and the members providing “in-kind” sponsorship will have one representative on the IAB. An organization may have more than one membership, within guidelines of Section 3.3, and will be entitled to have one voting representative on the IAB for every paid-up membership.

4.7 All members will participate in the strategic planning of the Center. The IAB will assist the participating faculty in identifying pre-competitive, generic, industry related research problems, recommend research projects, assist in identifying appropriate industrial internship opportunities for graduate students and postdoctoral students, assist the Center Director and Site Directors in identifying new members, review research and educational accomplishments at the Center and recommend restructuring and/or redirecting of on-going programs to meet IAB needs and concerns.

4.8 A Center External Evaluator, funded by NSF, will assist the Center Director, Site Directors and the IAB to organize the Center and provide an independent assessment of the operation. The Center External Evaluator will report both to the Director and directly to the I/UCRC Program Manager at NSF. The Center Evaluator is paid a flat fee (currently set by NSF at $15,000 for a two-site center) which includes all time and expenses for attending meetings and completing the evaluation tasks required by NSF.

4.9 University Policy Committee. The CBSS will form an ad-hoc multi-university administrative oversight and policy committee consisting of the Vice President or Provost of Research (or his/her designee) at each university to resolve any and all Center administrative issues such as reviewing academic standards, funding issues, space requirements, equipment requirements, etc. related to the Center. A major role of the committee is to ensure faculty recognition for participation in the Center in tenure and promotion decisions and to ensure that the research is appropriate for graduate education. The committee would be convened at the request of the CBSS Director to resolve issues as necessary.

Article V – Reports

5.1 The Center will document and file minutes of IAB meetings with a copy to all attendees and board members.

5.2 Each Center Site will provide an annual report and a final report at the end of the five year award to NSF that includes the Director’s Report, Evaluator’s Report and Certification of Membership from an authorized university official.

5.3 The Site Directors and each Project Principal Investigators shall provide interim reports to the Center Director and Center Program Management as necessary during the progress and on completion of the respective research projects. These interim reports will be distributed via the Center web site and email notification as required.

5.4 The Center Director will issue notices of publication, patent disclosures and copyright registration as necessary to members.

Article VI – Budget

6.1 Each Site Director shall generate detailed operating budgets indicating source of funds and use of funds for their respective Sites.

6.2 Recovery of indirect costs at each university shall be limited to a maximum of 10% of the research project budget. At least 90% of all membership fees will be used to directly support research.

Article VII – Meetings

7.1 The Center Director, Site Directors and the IAB Chairman will establish the schedule of activities and meetings for the Center as well as the agenda for the semiannual research review meetings.

7.2 The participating universities and IAB members for the CBSS will meet twice a year. The participating universities will host the meetings on a rotating basis with the date and location determined at the previous IAB meeting.

7.3 The IAB will meet twice a year to review research results, select projects, review budgets and discuss the strategic plans for the Center. The IAB review meetings will coincide with the semiannual CBSS meetings. A member may send more than one representative to the IAB meetings, but may only have one voting representative per paid membership.

7.4 The University Policy Committee will meet as necessary to discuss and resolve Center program and management issues.

7.5 Center meetings are closed to the public, because of proprietary Center information that will be discussed. Except for the initial IAB meeting, attendance is limited to representatives of member companies; faculty, staff and students of affiliated universities; and the Center Evaluator and other NSF personnel.

Article VIII – Research Project Selection Procedures

8.1 An algorithm for selecting projects will be developed and utilized for selections of projects and achieving a consensus around project selection. The algorithm will be based on tools suggested by NSF, recommendations of the Center Evaluator and experiences of Center Director.

8.2 During the start-up period of the Center (July 2011 through June 2012), first year membership fees may be applied to member directed projects. These first year projects need to support the Center’s mission as determined by the Center Director and the Site Directors. This provision establishes a body of research supportive of member requirements that can form the basis for member consensus on research in future years. This interim provision will be replaced by a strategy described below as amended and approved by the IAB.

8.3 A CBSS research project will require consensus support of Center members in order to optimize the value of pooling membership fees for research. Selection of projects will be voted on by IAB members using algorithms as determined in 8.1 and adopted by the IAB.

8.4 All Center members may participate in the selection and evaluation of research projects. Individual organizations may acquire multiple Center memberships, and therefore will have a corresponding number of voting representatives on the IAB.

8.5 Typically, individual members will propose general industry-oriented research topics of interest to their organization. A portfolio of relevant research topics will be compiled based on the interest of the members. These research topics will be posted on the password protected member section of the Center web site and will form the basis for cooperative discussions among the faculty and the members. Each participating university will develop a set of pre-proposals consistent with the goals of their group, the interests of the members, and the mission of the Center. The pre-proposals will be posted on the Center web site prior to the IAB meeting. At the research review meeting, faculty/student teams will further elaborate on their proposals and discuss with IAB members.

8.6 Members will have an opportunity to fund one or more projects at different universities or at the same university. Members of the IAB will recommend funding of projects and will cooperate with the Center Director to establish an annual budget for each project.

8.7 The Center Director is ultimately responsible for the project selection and will generally take the recommendation of the IAB for research projects. However, at the Directors option in consultation with the Directors’ Board, the Director may allocate up to 20% of the pooled membership fees to advanced research in support of the Center’s mission.

Article IX – Publication

9.1 Researchers engaged in CBSS research shall be permitted to disclose the methods and results of their research after a review by the members for proprietary materials as outlined in the Membership Agreement.

Article X – New University Affiliates and Industrial Members

10.1 From time to time, new universities may request membership into the CBSS as an affiliated site. Each new university requesting membership shall initially obtain concurrence from the Center Director, Site Directors and the I/UCRC program manager at NSF prior to submitting a “Letter of Intent” to join CBSS. Universities requesting membership as an affiliated site must demonstrate their ability to perform synergistic research within the focused research areas of the Center and their willingness to work within the structure, policies and procedures of CBSS. Upon concurrence by the Center, the new university requesting membership as an affiliated site may continue application per the applicable procedures of the current NSF I/UCRC program solicitation.

10.2 A new university requesting membership into the CBSS shall review their research objectives and program plans, and obtain and submit within their Planning Grant Proposal a “Letter of Support” from the Site Director at each of the current university affiliates.

10.3 From time to time, new companies, corporations or organizations may request, or be requested, to join a university affiliated site of CBSS as a new member. These new companies, corporations or organizations may join CBSS upon signing of the existing Membership Agreement, acceptance of current Bylaws and payment of the first installment of annual membership fees. Application of these new membership fees shall be made to existing research programs at the affiliated site unless a new “interim” research program is otherwise approved by the Center Director, Site Director and the Chairman of the IAB. If a new member desires to pursue an “interim” research program, then full first year membership fees or full project funding, whichever is greater, should be paid in-full within thirty days of signing membership agreement. Continued funding of the “interim” research program is subject to full IAB approval at the next IAB meeting under the terms of these Bylaws.

Article XI – Center Status

11.1 CBSS shall remain as a NSF endorsed Center by meeting NSF requirements as outlined in the current NSF I/UCRC program solicitation. Subsequent five year extensions, referred to as Phase II and Phase III awards, may extend the Center under NSF endorsement up to fifteen years. Thereafter, the Center may continue as a “graduated Center”.