BYLAWS

Plant Soil Microbial Community Consortium

North Carolina State University

Amended January 21, 2016 


 

SCOPE

These Bylaws are made a part of the Plant Soil Microbial Community Consortium (PSMCC) membership agreement and shall govern the organization and operation of the Consortium with respect to administration, membership, reports, confidentiality of information, and rights in research results. Any changes to these Bylaws shall be consistent with the University’s policies for research contracting and must be approved by two-thirds of the Consortium Faculty and two-thirds of the Consortium members in good standing at the time the proposal for change is made.  Such changes to the Bylaws require approval by the Associate Dean of Research of the College of Agriculture and Life Sciences, and the Vice Chancellor for Research, Innovation and Economic Development.


 

DEFINITIONS

University:  North Carolina State University.

Consortium: the organization in which the Member, University and Plant Soil Microbial Community Faculty operate.

Member: the individual dues-paying organization that has joined the Consortium.

Consortium Faculty: the University faculty who are involved in PSMCC research activities and work within the framework of these bylaws.


 

PURPOSE

The purpose of this Consortium is to promote innovation and advances in modeling, predicting and managing the consequences of environmental impacts on microbes and microbial processes, from the sub-cellular level to large-scale ecosystems.  The Consortium will accomplish this through:

• Collaborative interdisciplinary research

• Computational, genomic and experimental tool development and application

• Education, training and information dissemination

• Sharing resources with the scientific community and stakeholders

• Engaging the general public, policy makers and stakeholders

The Consortium’s objectives include:

  1. Provide Members with first access to consortium-funded research results.
  2. Provide Members with opportunities to access University know-how, biological materials, computer software, and technology developed by the participating NC State Plant Soil Microbial Community Faculty.
  3. Provide Members with opportunities to attend presentations on new research initiatives proposed by NC State researchers involved in the Consortium. In some cases, specific goals, milestones, funding, and provisions will be covered by a separate contract.
  4. Provide Members with opportunities to propose research ideas to be conducted by Consortium Faculty. In some cases, specific goals, milestones, funding, and provisions will be covered by a separate contract.
  5. Provide Members with opportunities to interact with students, technicians and postdoctoral associates and faculty in the Consortium program.
  6. Provide Members with opportunities to support industry internships and sabbaticals for students, post-docs or faculty in this Consortium.
  7. Provide Members with opportunities for first access to intellectual property generated by projects described in 3 and 4 above.

 


MEMBERSHIP

Membership of the Consortium shall be open on an annual basis. A Member may leave the Consortium at any time unless bound by specific contractual agreement or proprietary arrangement.   Upon leaving the Consortium, the Member shall have no further right to share in the research results generated under the Consortium or in any intellectual property resulting therefrom.  Members that leave and subsequently rejoin the Consortium will not have access to research results generated or in any intellectual property resulting therefrom while not a Member.

Members shall be entitled to use, for their own internal research purposes, all research results that have been made available to the members by way of oral or written presentation by the Plant Soil Microbial Community Faculty. Members should acknowledge results that were generated by the Plant Soil Microbial Community Consortium (e.g., in their presentations, organization literature, IP) with a statement that includes “the Plant Soil Microbial Community Consortium”.

Each Member may extend its membership benefits to its Affiliates (as such term is defined in Article 3F of the Membership Agreement), each such Affiliate to be known as a “Mirror Member.”  Each Member is responsible for ensuring its Mirror Members’ compliance with these Bylaws and the Membership Agreement and for informing its Mirror Members of Consortium activities.  For avoidance of doubt, University shall not be responsible for contacting Mirror Members with regards to Members’ rights and obligations.  For example, the University will not be required to provide presentations or manuscripts to Mirror Members as it is required in Section 4B of the Membership Agreement to do for Members. A Mirror Member shall not be required to pay membership fees and shall have no rights in Consortium inventions other than as described in Article 3B of the Membership Agreement.   Each Member may appoint a representative from one of its Mirror Members as the alternate representative on the IAB as described in Article 2. Industrial Advisory Board of these Bylaws.


 

MEMBERSHIP FEE

The cost of membership is $50,000, which will be paid annually. The annual dues, which are nonrefundable, shall be payable on or before July 1, preceding the annual meeting for that fiscal year (July-June). Annual dues will be used to fund costs of meetings and operating associated with organization of the Consortium. The dues may also be used by the participating faculty as 1) grants for generating results agreed upon by the Industrial Advisory Board, and 2) matching requirements for competitive grant applications.


 

SPECIFIC PROPRIETARY PROJECTS

The scientific scope and budget of each sponsored project (as stated in Objectives 3 and 4) will be negotiated by the involved parties following the University’s policies for research grants and contracts. Members may support as many sponsored projects as they wish. These projects are independent of the Consortium membership fee and purposes.

Members interested in sponsoring a specific proprietary project will work with the Consortium Director and appropriate Consortium Faculty to develop a mutually acceptable research proposal and project budget to be processed and established as provided in the University’s standard policies for sponsored research.

If non-members seek to support research by any Consortium Faculty, the practice will be to encourage them to join the Consortium. Organizations choosing not to join the Consortium may sponsor research but will not have the rights granted to Members. Principal investigators will be entitled to seek research support for their laboratories from any source if the funding arrangement is consistent with policies and procedures established by the University and does not adversely affect the rights to intellectual property or confidentiality granted to the Members under the terms of the Consortium and these Bylaws.


 

ADMINISTRATION

The Consortium will be administered through the Department of Plant Pathology in the College of Agriculture and Life Sciences of North Carolina State University, and will be governed by the regulations of NC State. The functions and responsibilities of individuals and committees in the Consortium are as follows:

1. Consortium Director

The principal officer of the Consortium will be the Consortium Director. The Director is appointed by the Consortium Faculty and approved by the Associate Dean of Research of the College of Agriculture and Life Sciences and Head of the Department of Plant Pathology. The primary responsibilities of the Director are to oversee the day-to-day administrative operations of the Consortium and to work with the Consortium Faculty to implement research. The Director is responsible for oversight of research, for protection of intellectual property and for filing of invention disclosures and patents as required by University policies and contracts.

2. Industrial Advisory Board (IAB)

The IAB will consist of one representative and an alternate from each Member. The responsibility of the representative and the alternate is to communicate results from the work of the Consortium to their companies and to represent their companies in the Consortium. IAB representatives will also advise the Consortium Faculty about the needs of their organization and the industry in general as they relate to the proposed research of the Consortium. IAB members are expected to attend the Annual Meeting. A company may send additional representatives to attend the annual meeting provided that the Director is notified.

The IAB may recommend modifications of the Bylaws to the Consortium Director. Modifications to the Bylaws can only be proposed by the Director, and must be ratified by two thirds of the Members, the Head of the Department of Plant Pathology and the Associate Dean of Research of the College of Agriculture and Life Sciences.

All IAB members will have the opportunity to review proposed projects, provide advice on the relative merits and economic potential of the projects and select via voting the projects to be funded from the membership dues on an annual basis. The IAB may also recommend additional projects not originated by the Consortium Faculty and provide advice regarding potential sources of funding for specific projects. They may also be collaborators providing resources such as “in kind support” for publicly funded projects.

3. Consortium Faculty

All faculty members of the University are eligible to become Consortium faculty. The faculty members involved in any Consortium projects as Principal Investigator (PI) or Co-Investigator (Co-I) are considered members of the Consortium Faculty. In addition, the Director may invite additional faculty to become Consortium Faculty.

4. Graduate Students

Graduate students come with diverse backgrounds from many countries and many kinds of support for their graduate program and studies. The University’s obligation to its graduate students is to provide the best training and research experience possible. The primary obligation of graduate students is to carry out their academic programs leading to a Masters or PhD degree. Funding support for graduate education may come in part from Consortium membership dues or, in most cases, from other sources, as long as the academic objectives of graduate education at the University and the intellectual property rights of Member Organizations are respected.


 

ANNUAL REVIEW MEETING

The annual review meeting will serve as a forum for Members to become familiar with the on-going public funded non-proprietary research projects of the Consortium Faculty.  Such projects provide Members with access to novel non-proprietary technologies/protocols and the opportunity to extend results into new proprietary projects with Consortium Faculty. Results generated from membership dues and their proposed use in new proposals will also be presented. Results may also lead to the initiation of new Members-specific proprietary projects. New non-proprietary and proprietary research proposals/initiatives may also be presented in the annual review meeting.  Any proprietary or confidential information presented at the annual review meeting will be identified as being proprietary and will be subject to the confidentiality obligations detailed in the Membership Agreement.


 

REPORTING

A confidential written report detailing all activities and research results generated involving the use of Membership dues during the previous year will be furnished to all Consortium Members before the annual review meeting.


 

PUBLICATIONS

Publications are the major evidence of productive work for academic scientists and students.  Prompt publication of results in high quality peer reviewed journals is encouraged for all scientists in the Consortium. However, some conditions on the time of publication may be imposed for protection of intellectual property and under conditions of specific contracts made between the Consortium Members and the University. These conditions will be outlined in detail in the Membership Agreement.