The name of this organization shall be the NanoSafety Consortium for Carbon ("NCC"). These Bylaws and any amendments thereto shall govern NCC’s affairs.
ARTICLE I -- PURPOSE
NCC’s purpose shall be to address global regulatory, environmental, health, and safety ("EHS") issues related to the responsible commercialization of its members’ products. NCC may conduct or sponsor such EHS research projects as approved by NCC's Management Committee, and may also take all steps necessary to advance NCC's positions on EHS issues related to carbon nanomaterials. NCC’s Management Committee may approve additional or alternative purposes for NCC.
ARTICLE II -- OBJECTIVES
NCC shall have the following initial objectives: (i) Develop and implement a mutually agreeable testing regime for a suite of representative carbon nanomaterials in order to fulfill the testing requirements contained in any Toxic Substances Control Act ("TSCA") Consent Order between the U.S. Environmental Protection Agency ("EPA") and any NCC member regarding its existing carbon nanomaterials; (ii) As part of any overall representative testing regime, develop and implement a mutually agreeable approach which allows the reasonable modification of members’ products without requiring renewed comprehensive toxicity testing; (iii) Provide EPA with member input and perspective concerning the parameters of any data-call in covering carbon nanomaterials issued by EPA under Section 8 of TSCA; (iv) Provide EPA with member input and perspective regarding the parameters of any testing rule concerning carbon nanomaterials issued by EPA under Section 4 of TSCA; and (v) Coordinate with the National Institute for Occupational Safety and Health confidential workplace nanoexposure assessments for interested members’ facilities. NCC's Management Committee may approve additional or alternative objectives for the consortium.
ARTICLE III -- PARTICIPANTS
NCC shall have the following four categories of participants ("Participants"): members, associate members, advisory board members, and institutes and associations. The roles, rights, and responsibilities of each category of Participants are described below. NCC shall also work with independent external liaisons when appropriate.
ARTICLE IV -- MEMBERS
NCC membership shall be open to any business entity actively pursuing the commercialization of carbon nanomaterials or products. Written application for membership shall be submitted to NCC’s Chair or Vice Chair for consideration and approval by NCC’s Management Committee. The authority to terminate any member for good cause shall rest with NCC’s Management Committee. A member may withdraw from NCC at anytime for any reason by providing written notice to NCC's Management Committee and paying any amount owed to NCC through the date of withdrawal.
ARTICLE V -- MANAGEMENT COMMITTEE
NCC shall be governed by NCC’s Management Committee which shall make all significant policy and financial decisions. Each NCC member shall be represented in all NCC Management Committee functions requiring vote or consent by and through a designated representative ("Member Representative"). John Monica, Jr. shall act as Chair of NCC's Management Committee and Rick Pleus shall act as its Vice-Chair. NCC's day-to-day business activities shall be conducted by its Chair and Vice-Chair.
Meetings of NCC's Management Committee may be held in person, by telephone, by internet, or a combination thereof on a monthly basis. The Chair or Vice Chair shall call and notice all NCC Management Committee meetings. Neither the Chair nor Vice-Chair may vote on matters submitted to NCC's Management Committee for decision. Provided, however, the Chair shall cast the deciding vote in the event of a tie.
A simple majority of all Member Representatives shall constitute a quorum for the transaction of business at any NCC Management Committee meeting. A simple majority vote by the Member Representatives present at a duly called meeting at which a quorum is present shall be sufficient for the adoption of any action requiring a vote.
In lieu of a scheduled meeting, action may be taken by an email vote of all Member Representatives. If action is to be taken by email vote, the Chair or Vice Chair shall send out to each Member Representative by email a ballot clearly stating the proposition to be decided and directing the Member Representative to indicate his/her vote in a return email within five business days. A simple majority of the Member Representatives returning their ballots within the specified time period shall be sufficient for the adoption of any action voted upon by email ballot.
The Chair of NCC’s Management committee or his designee shall act as NCC’s Secretary. The Secretary shall attend all NCC Management Committee meetings. Subsequent to each meeting, the Secretary shall prepare a written report for review and approval by NCC’s legal counsel and NCC’s Management Committee.
The Chair of NCC’s Management committee shall act as NCC’s Treasurer. The Treasurer shall review the accounting records of NCC and report his findings to NCC’s Management Committee on a biannual basis for the committee’s review and approval.
ARTICLE VI -- ASSOCIATE MEMBERS
NCC's Management Committee may from time-to-time approve the associate membership of entities interested in supporting NCC’s purpose and objectives. Written application for associate membership shall be submitted to NCC’s Chair or Vice Chair for consideration and approval by NCC's Management Committee. The authority to terminate any associate member for good cause shall rest with NCC’s Management Committee. An associate member may withdraw from NCC at any time for any reason by providing written notice to NCC’s Management Committee and paying any amount owed to NCC through the date of withdrawal.
Associate members shall have no voting rights or representation on NCC's Management Committee. Associate members’ carbon nanomaterials shall not be used in NCC EHS projects. Associate members shall have no right to use any testing or other data resulting from NCC EHS projects.
Upon approval by NCC’s Management Committee, an associate member may become a member of NCC by paying to NCC an amount equal to the average accumulated and unreimbursed financial contribution of NCC’s members through the date of the associate member’s conversion to a member. Such payment shall be used to reimburse NCC members for any unreimbursed prior financial contributions on a pro rata basis. Any excess shall be applied against NCC’s future costs and expenses.
ARTICLE VII -- ADVISORY BOARD
NCC’s Advisory Board shall consist of leading experts who have volunteered their expertise to achieve NCC’s above-stated purpose and objectives. Advisory Board members shall be selected and appointed by NCC’s Management Committee in a manner to ensure a diversity of specialties and geographical locations. Advisory Board members’ duties shall at all times be structured and limited to fit within the existing time constraints of their non-NCC workload.
NCC’s Advisory Board shall provide an independent review to ensure that NCC’s EHS research projects are scientifically sound and pertinent. NCC’s Advisory Board shall also: (i) Advise and confer with NCC in order to ensure that all EHS projects undertaken by NCC are conducted to the highest possible standards; (ii) Assist NCC in ensuring that all EHS projects undertaken by NCC are conducted openly and transparently, and are adequately publicized to the public and scientific community; (iii) Use its expertise and resources to attract additional NCC members and external support for NCC’s activities; (iv) Use its expertise and resources to assist with the publication of the results of NCC’s EHS projects in leading peer-reviewed journals; and (v) Develop new and creative methods for advancing NCC’s purpose and objectives and increasing its visibility. Members of NCC’s Advisory Board shall have the right to be named as a co-author on any publication(s) resulting from NCC’s EHS projects.
NCC’s Advisory Board shall meet monthly via conference call. Prior to each meeting, NCC’s Management Committee shall provide the Advisory Board with an agenda of issues upon which it would like the board to provide advice and guidance. All substantive Advisory Board meetings shall result in a written report to NCC’s Management Committee providing the board’s recommendations. The Advisory Board may also conduct such additional meetings as it deems necessary and may consider and provide recommendations on any issue in furtherance of NCC’s stated objectives.
The Advisory Board’s officers
Chair, Vice Chair, and Secretary -- shall be appointed by NCC’s Management Committee for two year terms. The Advisory Board Chair shall preside at all meetings of the Advisory Board; work with NCC’s Management Committee in developing agenda for Advisory Board meetings; appoint such ad hoc committees as are necessary to conduct the business of the Advisory Board; and assume other duties as necessary for the effective functioning of the Advisory Board. All subcommittees shall report directly to the Advisory Board which shall in turn report to NCC’s Management Committee. The Vice Chair shall assist the Chair in performing his/her duties and preside over the Advisory Board in the absence of the Chair. The Secretary shall record the minutes of each Advisory Board meeting and assume such other duties as are necessary for the effective functioning of the Advisory Board.
Advisory Board members shall have no voting rights or representation on NCC's Management Committee. Written application for Advisory Board membership shall be submitted to NCC’s Chair or Vice Chair for consideration and approval by NCC's Management Committee. The authority to terminate any Advisory Board member for good cause shall rest with NCC’s Management Committee. An Advisory Board member may withdraw from NCC at any time for any reason by providing written notice to NCC’s Management Committee. The Advisory Board shall incur no costs or expenses on NCC’s behalf without prior written approval by NCC’s Management Committee.
Membership on NCC’s Advisory Board shall not be considered an endorsement of all NCC positions or activities. Any dissenting views shall be duly documented and preserved upon the request of the dissenting member(s).
ARTICLE VIII -- INSTITUTES AND ASSOCIATIONS
NCC's Management Committee may from time-to-time approve the support, assistance, or participation of institutes and associations on specific terms and conditions to be determined NCC’s Management Committee. These entities shall have no voting rights or representation on NCC's Management Committee. Written application for institute or association participation shall be submitted to NCC’s Chair or Vice Chair for consideration and approval by NCC's Management Committee. The authority to terminate these entities’ participation for good cause shall rest with NCC’s Management Committee. Any institute or association may terminate its participation with NCC at any time for any reason by providing written notice to NCC’s Management Committee.
Institutes or associations affiliated with NCC shall assist in fulfilling NCC’s above-stated purpose and objectives. They shall also: (i) Advise and confer with NCC in order to ensure that all EHS projects undertaken by NCC are conducted to the highest possible standards; (ii) Assist NCC in ensuring that all EHS projects undertaken by NCC are conducted openly and transparently, and are adequately publicized to the public and scientific community; (iii) Use their expertise and resources to attract additional NCC members and external support for NCC’s activities; (iv) Use their expertise and resources to assist with the publication of the results of NCC’s EHS projects in leading peer-reviewed journals; and (v) Develop new and creative methods for advancing NCC’s purpose and objectives and increasing its visibility.
Participation as an institute or association affiliated with NCC shall not be considered an endorsement of all NCC positions or activities. Any dissenting views shall be duly documented and preserved upon the request of the dissenting institute or association.
ARTICLE IX -- INDEPENDENT EXTERNAL LIAISONS
NCC shall work with independent external governmental and professional liaisons when appropriate. Such liaisons shall act solely as representatives of their respective organizations and shall participate in NCC’s activities in a non-compensated, non-voting, and non-fiduciary capacity. Liaison roles shall be limited to providing technical guidance to NCC when appropriate and to such further activities as may be approved by the liaison’s organization, under its own mission and purpose directives.
ARTICLE X -- FULL CONSORTIUM MEETINGS
Full consortium meetings shall occur quarterly and may be held in person, by telephone, by internet, or a combination thereof. The Chair or Vice Chair of NCC’s Management Committee shall call and notice all full consortium meetings and shall circulate an agenda in advance thereof. Full consortium meetings shall be open to all Participants and shall be used to update attendees on NCC’s activities and as an open forum to discuss any issue pertaining to NCC’s stated purpose and objectives.
ARTICLE XI -- SCIENTIFIC INTEGRITY AND TRANSPARENCY
NCC shall conduct and sponsor all projects to the highest level of scientific accuracy and precision. All final testing data resulting from NCC sponsored projects will be made publicly available in a transparent manner.
ARTICLE XII -- CONFIDENTIAL INFORMATION
NCC’s Participants shall not provide their confidential information to NCC or its Participants in connection with consortium activities unless previously approved in writing by NCC's Management Committee. If NCC’s Management Committee determines to accept such confidential information, it will do so under a separate written non-disclosure agreement on such terms as are mutually agreeable to all NCC Participants and subject to the attorney client privilege. The term "confidential information" shall mean any information which the provider does not wish to be shared with other NCC Participants. Each NCC Participant shall be responsible for identifying and protecting its own confidential information.
ARTICLE XIII -- INTELLECTUAL PROPERTY
All right, title and interest in and to the techniques, inventions, processes, data, formulae, know-how, and any modification thereto ("Intellectual Property") developed by or on behalf of NCC during the course of NCC’s activities shall be the exclusive property and asset of NCC. Each NCC Participant agrees to execute and deliver to NCC at its request such documents and take such actions as are reasonably necessary to perfect or evidence NCC’s ownership of its Intellectual Property. All NCC Participants shall use commercially reasonable efforts to maintain the confidentiality of NCC’s Intellectual Property, and shall not use or permit its use without the written consent of NCC’s Management Committee.
ARTICLE XIV -- COMPLIANCE WITH APPLICABLE LAWS
NCC and its Participants shall comply with all state and federal laws applicable to the consortium.
ARTICLE XV -- ANTITRUST COMPLIANCE
NCC and its Participants shall comply with all state and federal antitrust laws applicable to the consortium. NCC Participants shall not use any of NCC’s meetings, communications, or resources to communicate or exchange with anyone, competitive business information, including but not limited to, information concerning markets/territories, customers, competition in the markets between Participants, industry production capacity, inventories of materials, trade, commerce, marketing, and/or the prices at which or terms or conditions upon which carbon nanomaterials are, have been, or may be sold or offered for sale.
ARTICLE XVI -- ATTORNEY AND TOXICOLOGIST
NCC shall employ John Monica, Jr. as its attorney and Rick Pleus as its consulting toxicologist. NCC may employ such additional counsel and consultants as deemed appropriate by NCC’s Management Committee.
ARTICLE XVII -- COSTS AND EXPENSES
All of NCC’s costs and expenses shall be shared by its members and associate members on a sliding scale basis taking into consideration each member’s reasonable ability to pay and the magnitude of the actual or potential benefit the member will derive from its membership in NCC. Financial contributions shall be paid by each member and associate member to NCC in an amount and on a schedule to be determined by NCC’s Management Committee, which may be adjusted from time-to-time based upon NCC’s anticipated needs.
ARTICLE XVIII -- NOTICE
All notices required by these Bylaws shall be given via e-mail five days in advance of any action requiring such notice. Each notice shall clearly state the following as may be appropriate: date, time, and place of any meeting; whether any meeting or action will be undertaken in person, by telephone, by internet, or a combination thereof; the call-in number, website address, and access code for any telephonic or internet meeting if applicable; and an agenda describing each subject to be discussed and/or decided.
