ARTICLE I NAME

The name of the corporation shall be the Academic Drug Discovery Consortium, hereafter referred to as "ADDC."

ARTICLE II PURPOSE

The ADDC is organized and operated to assist drug discovery centers and programs at nonprofit accredited academic institutions of higher educational and charitable purposes and other nonprofit drug discovery centers (hereinafter, “DDC”) by: (1) fostering and promoting education and advancing knowledge in the theory, practice, administration and policy of the drug discovery process; (2) publishing or exchanging information with respect to drug discovery that is of general interest to DDCs; (3) supporting the growth and development of drug discovery programs and centers at DDCs; (4) advocate to and advise entities that fund or affect policies related to academic drug discovery; and (5) such other and further means as may be necessary and proper to accomplish the aforesaid purposes, including the raising of funds through grants, gifts, devises, bequests or otherwise for the carrying out of said purpose.

ARTICLE III MEMBERSHIP

SECTION 1. CLASSES OF MEMBERSHIP.

There shall be one class of membership “Members”, though the Board of Directors may add additional classes as it deems appropriate to from time to time.

SECTION 2.  MEMBERS.

In addition to any eligibility requirements, as may be established by the Board of Directors, any individual is eligible to be a member if they are:

1)      working for a DDC;
2)      a member of a pharmaceutical or biotechnology company;
3)      a member of an investment firm;
4)      a member of a service organization that provides services to a DDC, including legal services, consultants, contract research organizations, or other organizations that may arise that contract with a DDC to advance its programs;
5)      interested in learning about DDCs or the drug discovery process.

ARTICLE IV FINANCE

SECTION 1. FISCAL YEAR.

The fiscal year of the corporation shall be the calendar year or such other period as may be fixed by the Board of Directors.

SECTION 2. INCOME.

Income may be derived from membership dues and from such other sources as the Board of Directors may approve.

SECTION 3. DUES.

Initially there shall be no annual dues required of Members.

Dues for membership may be established by the Board of Directors and assessed annually for each Member. The amount of such dues determined by the Board of Directors may be prorated, increased, decreased or otherwise modified by the Board to fit the needs of the ADDC, as it deems appropriate and necessary.  Members six months delinquent in payment of dues may be dropped from Membership. 

ARTICLE V BOARD OF DIRECTORS

SECTION 1. AUTHORITY OF BOARD OF DIRECTORS.

The responsibility for the general conduct of the affairs of the ADDC between meetings of the membership shall be vested in a board, known as the Board of Directors, which shall have the full power and authority to do all acts and perform all functions which the ADDC might do or perform.

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting or in between regular meetings of the Board of Directors if a consent in writing, setting forth the action so taken, shall be signed by all of the directors – electronic signatures are specifically permitted. Promptly after completion of the action, the Secretary shall certify the result and shall provide notice thereof to the members of the Board of Directors. The action taken shall be reflected in the minutes of the next meeting of the Board of Directors. It shall be the duty and responsibility of the Board of Directors to arrange for an Annual Meeting of the ADDC.

SECTION 2. MEMBERSHIP AND TERMS OF OFFICE.

(a) The first Board of Directors of the Corporation shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office until the first annual election of Directors.

(b) Election of Board members shall occur at each annual meeting of the Board of Directors.

(c)  Any current Board member may nominate a Member for a Board position.  The Secretary of the Board will prepare a letter to the nominee ahead of the annual meeting.  If the nominee accepts the nomination in writing, they become a Candidate to be voted on by the Board at the annual meeting. 

(d) The Board of Directors shall vote for new members of the Board using plural voting.  Each Director may cast one vote for each open Board position.  The nominees with the most votes will receive the vacant positions being filled, provided that each nominee needs no less than approval by a simple majority of the Board to take a Board position.

(e) At any given time two thirds (2/3) of the Board members must be from members described in Article III, Section 2, subsection (1).

(f) Each member of the Board of Directors shall hold office until his or her successor shall have been duly elected and shall have qualified.

(g)  Any Board member may be removed by a majority vote of the Board of Directors in office at any scheduled meeting whenever in the Board's judgment the best interests of the Corporation will be served thereby.

(h)  Except as otherwise required by law, a director may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

(i)   The Board shall consist of seven (7) members, which number may be changed by the Board by majority vote.

(j)   Board members will serve for three year terms.  At the initial election of directors, one (1) will be elected to a 1 year term, three (3) will be elected to a two year term, and three (3) will be elected to the standard three (3) year term.  Each election after the initial Board election will be for three (3) year terms.

SECTION 3. MEETINGS OF BOARD.

Three regular meetings of the Board of Directors shall be held each year. These regular meetings shall be held as determined by consensus of the Board.

Telephonic Meeting or Meeting by other Audible Means. The Board of Directors or a committee of the Board may meet by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

SECTION 4. QUORUM.

Unless a greater proportion is required by law, a majority of the directors then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

ARTICLE VI OFFICERS

The Board of Directors of the Corporation shall elect a President, Vice-President, a Secretary, and a Treasurer. The Officers must be members of the Board of Directors of the Corporation. Any two offices may be held by the same person, except that the President may not hold another office.

SECTION 1. Term of Office. The officers of the Corporation shall be elected for one-year terms at the regular annual meeting of the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board. Each officer shall hold office until a successor shall have been duly appointed and qualified.

SECTION 2. Removal. Any officer may be removed by a majority vote of the Board of Directors in office whenever in the Board's judgment the best interests of the Corporation will be served thereby.

SECTION 3.  Resignation from Office. Officers may resign at any time by providing written notice to the President.

SECTION 4. Powers and Duties. The powers and duties of the officers of the Corporation shall be as follows:

(a) President.  The President shall preside at the meetings of the Board of Directors. In the absence of paid staff, the President shall ensure the supervision and administration of the business and affairs of the Corporation. The President shall play a major role in resource development and in representing the organization within and outside the community. The President, as well as any other proper officer or staff person of the Corporation authorized by the Board of Directors, may sign any deeds, bond, mortgages, or other instruments and enter into agreements necessary to carry out the missions and programs of the Corporation, except where these Bylaws or policies adopted by the Board require the signature of some other officer or agent of the Corporation. The President shall communicate to other officers or to the Board of Directors such matters and make such suggestions as may in her/his opinion tend to promote the prosperity and welfare and  increase the usefulness of the Corporation, and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office.

(b) Vice President. In case of the absence of the President, or of her/his inability from any cause to act, the Vice- President shall perform the duties of that office. Like the President, the Vice- President shall play a major role in resource development and in representing the organization within and outside the community.

(c) Secretary. The Secretary shall be responsible for keeping an accurate record of all meetings of the Board of Directors, see that all notices are duly given in accordance with these Bylaws or as required by law, maintain the official records of the organization, and in general perform all duties customary to the office of Secretary and such other duties as from time to time may be assigned by the Chair or by the Board. The Secretary shall have custody of the corporate seal of the Corporation, if any, and shall have the authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his/her signature. The Board of Directors may give general authority to any officer to affix the seal of the Corporation, if any, and to attest the affixing by his/her signature.

(d) Treasurer. The Treasurer shall be responsible for financial oversight, including keeping all appropriate fiscal records or ensuring that appropriate fiscal records are kept and ensuring that all funds are recorded, spent, and monitored consistent with funder requirements, legal requirements, and sound financial management.

ARTICLE VII EMPLOYEES

SECTION 1.   Agents and Employees. The Board of Directors may choose to appoint an Executive Director, who shall serve at the pleasure of the Board. The Executive Director shall hire, direct, and discharge all other agents and employees, who shall have such authority and perform such duties as may be required to carry out the operations of the Corporation. Any employee or agent may be removed at any time with or without cause. Removal without cause shall be without prejudice to such person's contract rights, if any, and the appointment of such person shall not itself create contract rights.

SECTION 2.   Compensation. The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered. The Board shall determine the level of compensation of the Executive Director, and shall approve compensation guidelines for other categories of employees. The Board may require officers, agents, or employees to give security for the faithful performance of their duties.

ARTICLE VIII MEETINGS OF THE ADDC

SECTION 1. ANNUAL MEETING.

A meeting of the ADDC shall be held at least once every two years. The time and place of such meeting shall be designated by the Board of Directors as early as possible, but not less than sixty (60) days prior thereto. The mailing of such information to each Member at the address listed on the records of the ADDC shall constitute compliance with the notice requirements for this section. Notices may be provided by mail or electronic mail. The President and the Treasurer shall report during the meeting concerning matters of interest to the ADDC, and the election of officers and of members of the Board of Directors shall take place at a business session during the annual meeting.

ARTICLE IX  INDEMNIFICATION

The ADDC shall indemnify any officer or member of the Board of Directors, or any person who may have served on behalf of the ADDC at its request or by its election as a director or officer of another ADDC or corporation, whether for profit or not for profit, to the fullest extent to which nonprofit corporations are empowered to indemnify such persons under the District of Columbia Non Profit Corporation Act as it may, from time to time, be amended. Indemnification shall include expenses actually incurred by the person in connection with the defense of any action, suit, or proceeding in which the person is made a party by reason of being or having been such officer, Board of Directors member or director, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. The Board of Directors shall have the authority to implement the provisions of this Article and impose reasonable conditions upon the right to such indemnification. This Article shall not be deemed to limit any power of the ADDC or the Board of Directors to provide any additional or other indemnity to any other person.

ARTICLE XII DISSOLUTION

The officers and directors of the ADDC shall have full authority, consistent with the Articles of Incorporation and these Bylaws, to regulate the internal affairs of the ADDC and to establish its policies. In the event of dissolution or final liquidation of the ADDC, the Board of Directors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the ADDC, distribute all the assets of the ADDC to one or more of the following categories of recipients as the Board of Directors of the ADDC shall determine:

(a) a nonprofit organization or organizations which may have been created to succeed the ADDC, as long as such organization or each of such organizations shall then qualify as a unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under sections 170(c)(2) and 501(c)(3) of such Code; and/or

(b) a nonprofit organization or organizations having similar aims and objects as the ADDC and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as a governmental unit under section 170(c) of the Internal Revenue Code of 1954 or as an organization exempt from federal income taxation under section 501(a) of such Code as an organization described in sections 170(c)(2) and 501(c)(3) of such Code.

ARTICLE XIII LIMITATION OF ACTIVITIES

The ADDC is organized and operated exclusively for charitable and educational purposes within the meaning of sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1954. No part of the net earnings, gains or assets of the ADDC shall inure to the benefit of or be distributable to its directors, officers, other private individuals, or organizations organized and operated for a profit (except that the ADDC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as hereinabove stated). No substantial part of the activities of the ADDC shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the ADDC shall be empowered to make the election authorized under section 501(h) of the Internal Revenue Code of 1954. The ADDC shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, the ADDC shall not carry on any activities not permitted to be carried on by:

(a) an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code of 1954 as an organization described in section 501(c)(3) of such Code.

(b) an organization described in sections 509(a)(1), (2), or (3) of the Internal Revenue Code of 1954 (as the case may be), and/or

(c) an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code of 1954.

ARTICLE XIV BYLAWS

The Board of Directors shall adopt Bylaws for the conduct of the affairs of the ADDC not inconsistent with the Articles of Incorporation. Such Bylaws may be adopted, repealed or amended at any meeting of the Board of Directors by a two thirds (2/3) vote of the Board, provided that any proposed amendment to the Bylaws shall have been filed in writing with the Secretary at least thirty (30) days prior to any meeting of the Board of Directors and shall have been submitted by the Secretary promptly in writing to the Board.

ARTICLE XV AMENDMENTS TO ARTICLES OF INCORPORATION

The Articles of Incorporation may be amended by a two thirds (2/3) vote of the Board of Directors of the ADDC provided that any such proposed amendment shall have been distributed in writing to the other Board members at least thirty (30) days prior to the the meeting of the Board of Directors when the vote is to be called.