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BY-LAWS

I.  NAME AND ADDRESS

a. Name. The organization is a non-profit membership organization known as the SanAntonio-Austin Life Science Association, hereinafter referred to by the acronym SALSA as an alternate name.

b. Address: The current address of the SanAntonio-Austin Life Science Association is 12000 Network Blvd. B-200, San Antonio TX, 78249.

II.  OBJECTIVES

The objectives of SALSA are as follows:

1. To promote and maintain communications and interrelationships among private sector, academic and government members of the regional life sciences community.

2. To provide a mechanism for the interchange of communications between the members of SALSA and the south-central Texas regional community.

3. To promote information exchange and new initiatives that will foster collaborative research and substantive public-private sector partnerships.

4. To foster educational programs of benefit to the life sciences community and to the region at large.

5. To develop collaborative regional marketing and public relations strategies of benefit to the life sciences community and to the region at large.

6. To represent the interests of the region to other state, national and international organizations.

III.  POLICIES

1. SALSA is a non-profit, non-discriminatory and politically non-partisan organization.

2. SALSA will not advocate or represent special interest groups, nor promote a particular company’s product or services.

3. SALSA is not a lobbying organization.

IV.   FISCAL YEAR

The fiscal year of the corporation will be January 1 through December 31.

IV.   EXECUTIVE COMMITTEE

1. The Executive Committee will define policies for administration of SALSA under guidelines that optimize an effective organization and implementation of goals, as defined on an annual basis and within the context of these by-laws.

2. The Executive Committee members will be the Elected Officers (President, Vice-President , Secretary, Treasurer), the Program Co-Chairs, the Immediate Past-President, and the Chairs (or Co-Chairs) of each Task Team.

3. Each Executive Committee member will be a voting member and at least 3 members will need to be present for a quorum.

4. The Executive Committee will communicate monthly to coordinate SALSA activities and planning. This may be a formal meeting or may be conducted via electronic communications, as appropriate for the business to be conducted.

5. Members of the Executive Committee will serve from January 1 next following their election until December 31 of the following calendar year, or until replaced by duty elected or appointed members, whichever is later.

6. Each Executive Committee member and chairperson will maintain a file of their activities and pass it on to their successor upon termination of office or assignment.

7. In December of each year, the newly elected Officers will join an Executive Committee meeting to assure that information is efficiently transferred.

V.   OFFICERS AND ELECTIONS

1. The Elected Officers of SALSA will consist of the President, Vice-President, Secretary, Treasurer, and Immediate Past-President.

2. Elections will have the following guidelines:

a. The election term of each Officer will be for a period of twelve (12) months, beginning the January after elections. Officers can be re-elected for additional terms.

b. The Chair of the Nominating Committee will be the Immediate Past-President of SALSA. Other Nominating Committee members will be recommended in September by the Executive Committee, then contacted by the Chair to request their participation in developing a slate of candidates for the November election.

c. The slate of candidates will be posted on the website for not less than 2 weeks before the election, with a request for additional nominations. The nominations will be immediately considered by the Nominating Committee and added to the ballot if approved.

d. At least one candidate will be proposed for each office. If only one candidate is proposed, it will be presented as a yes-no vote, and a write-in option will be provided for all offices.

e. Elections will be facilitated by electronic voting, or other voting method, to be approved by the Executive Committee. A majority of the voting members will be sufficient for election.

f. The Task Team Chairs will not be elected officers, as described in section VI.

3. President. The President serves as the Chief Executive Officer for SALSA. The President has the following duties:

a. Chairs the meetings of SALSA and of the Executive Committee.

b. Approves programs and arrangements for membership meetings and activities.

c. Represents SALSA at outside functions and to other organizations.

d. Appoints or assigns other functions and/or tasks to SALSA members as required.

4. Vice President. The Vice President performs the functions of the President in his/her absence, and has the following duties:

a. Serves as the liaison or Co-Chair of the Program Committee. This also involves developing a committee of at least 4 members and working with the Task Team Chairs to identify topics, program formats and guest speakers.

b. Coordinates the logistics for the Programs and meetings with the Publicity and Marketing Task Team to assure that program announcements and other SALSA activities are communicated to the membership in a timely and effective way, that the facilities meet the program needs, and that guest speaker(s) are properly greeted and accommodated.

c. Organizes social functions approved by the Executive Committee, President and distribution of announcements.

d. Coordinates with other organizations to avoid overlap and develop joint programs of mutual interest with other technology or community groups.

5. Secretary. The Secretary is the primary record-keeper for SALSA, and has the following duties:

a. Maintains copies of the original incorporation documents, the corporate seal, any and all changes to the corporate documents, by-laws and associated communications with said documents. These will be kept as hard copy and electronic copies, as appropriate.

b. Records and maintains the minutes of the Executive Committee meetings and of SALSA business conducted at membership meetings.

c. Maintains a database and list of property owned by SALSA.

d. Keeps updated master computer files of the SALSA logos, website domain name(s), By-Laws, Application Forms, Policies, etc.

e. Maintains copies of the Membership Roster as supplied by the Treasurer.

f. Supplies updated information to the website as needed.

6. Treasurer/Membership. The Treasurer is responsible for membership activities and for careful handling and management of the SALSA funds, and specifically has the following duties:

a. Works with Membership Committee and keeps the membership roster current, including address changes of all types, based on dues payments received, address change notices, and notices of changes to membership.

b. Pays the bills after approval by the Executive Committee, making quarterly reports to the Executive Committee on the current status of SALSA’s accounts.

c. Submits Treasurer’s Report at general membership meeting in November and, as requested by the Executive Committee, prepares an annual budget for the November business meeting.

d. Decides on investment strategies for SALSA funds, with approval of the Executive Committee.

e. Evaluates fiscal aspects of joint programs or projects with other organizations.

7. Immediate Past President. In addition to providing “corporate memory” at Executive Committee meetings, the Immediate Past President will serve as the Chair of the Nominating Committee for election of Officers. Members to that committee will be recommended by the Executive Committee, but invited to participate by the Chair of the Nominating Committee.

VI.   COMMITTEES

1. Program Committee

a. The Program Committee will be coordinated in conjunction with the SALSA Vice President, who will serve as a liaison or Co-Chair to the Executive Committee.

b. The Program Committee will have at least 4 members as volunteers from the membership.

c. Committee members will work with the SALSA officers and Task Team Chairs to identify topics, program formats and guest speakers for SALSA' s monthly programs, special programs, and programs co-sponsered with other organizations.

d. Committee members will coordinate the logistics for meetings with the Publicity and Marketing Task Team and the Task Team sponsoring the program to assure that program announcements and other SALSA activities are communicated to the membership in a timely and effective way.

e. Committee members will evaluate and select facilities to meet program needs.

f. Committee members will assure that guest speaker(s) are properly greeted and accommodated.

g. Committee members will organize social functions approved by the Executive Committee.

h. As much as possible, committee members will coordinate with other organizations to avoid overlap and develop joint programs of mutual interest with other technology or community groups.

2. Membership Committee

a. Be coordinated in conjunction with the SALSA Treasurer.

b. Have at least 4 members: including at least one each from San Antonio and Austin.

c. Develop a strategy for obtaining members.

d. Develop hard copy and on-line membership forms and information.

e. Define the value-added reasons for corporate and individual memberships. Include with communications about membership.

f. Work with the Publicity and Marketing Task Team to develop brochures and other marketing materials for membership.

g. Develop means to survey what members want from the organization.

VII.   TASK TEAMS

1. The Task Teams are designed to implement the desired actions of the organization.

2. There will be four Task Teams (Publicity and Marketing, Technology Transfer, Government Relations, and Education /Workforce) as described below. Each will have a Chair or Co-Chairs to oversee successful outcomes of their activities.

3. New Task Teams or re-organization of the Task Teams or their tasks can be approved by the Executive Committee without requiring formal by-laws changes.

4. The Task Team Chairs (or Co-Chairs) will not be elected, but will be recommended by the Executive Committee with input from the on-going Task Teams and member volunteers. The Chairs will be appointed annually by the incoming President, but their removal or replacement will be an Executive Committee action. Task Team Chairs can be re-appointed.

5. The Publicity and Marketing Task Team will:

a. Implement a strong program series and social events in concert with the Program Committee, and develop timely, appropriate public announcements and invitations. These will include partnerships with other groups and invitations to all members of the life sciences industry: research, academic, clinical, military, and commercial organizations.

b. Implement other well-publicized local, regional, national, and international efforts for creating new relationships and marketing life science activities.

c. Maintain an up-to-date inventory of life sciences resources (i.e., people, organizations, facilities, equipment, and overall expertise) and use that resource information for active publicity and strategic marketing.

d. Utilize the resources information for specific actions with the other Task Teams. For example, to provide speakers, workshop participants, grant or contract information, or contract use of specialized equipment or facilities.

e. Develop and maintain an active website, brochures, and other SALSA marketing materials.

f. Stay current on community calendars and set meetings that may impact SALSA events.

g. Work with all other Task Teams for effective Publicity and Marketing.

6. The Commercialization and Technology Transfer Task Team will:

a. Develop an aggressive strategy to assist in commercialization and technology transfer of intellectual property from academic and research institutions, emphasizing commercialization to regional companies.

b. Assist academic and research institutions in identifying opportunities for resource sharing or obtaining new, regional resources that could be partnered with the private sector.

c. Promote actions that will lead to new business development and partnering opportunities in the life sciences community.

d. Implement a strong program series in concert with the Program Committee.

e. Provide assistance, as requested, in helping to bring talented individuals to the region, particularly scientists and engineers who will create the new knowledge pipelines.

f. Work closely with the Publicity and Marketing Task Team to publicize programs and outcomes.

7. The Government and Community Relations Task Team will:

a. Provide information to members about local, state and federal regulatory and legislative efforts that will impact the life science industry and where member input is desirable.

b. Interact with government representatives to educate them about the needs of the life sciences industry.

c. Provide a life sciences industry perspective to guide groups working on economic development activities, such as government facilities conversions and re-development.

d. Develop strategies to assist the region in obtaining government support for specific life science industry initiatives.

e. Work with other community organizations to implement change and move the life sciences industry forward.

f. Work closely with the Publicity and Marketing Task Team to publicize programs and outcomes.

8. The Education/Workforce Task Team will:

a. Lead actions to support or create new education and private-public sector partnerships important to the development and growth of the life sciences industry in the region.

b. Provide a life sciences industry perspective to guide groups (e.g., trade organizations, government, Chambers of Commerce, etc.) working on educational programs and initiatives.

c. Implement a strong program series in concert with the Program Committee.

d. Develop strategies to assist the region in getting financial support (e.g., grants, contributions, in-kind services, etc.) for specific educational initiatives and partnerships of benefit to the life sciences industry.

e. Utilize the SALSA resource information to identify those that will help achieve educational goals of benefit to the life sciences industry.

f. Work closely with the Publicity and Marketing Task team to publicize programs and outcomes.

VIII.   ADVISORY BOARD

The Advisory Board will be comprised of leaders from academic, research, clinical and industry organizations supporting growth of the life sciences in the region. They will be identified by the Executive Committee and invited by the President to serve on an annual basis.

IX.  MEMBERSHIP

1. Participation will be open to all individuals and organizations that participate in, or support, the Life Sciences Industry.

2. The two classes of membership are as follows:

a. Individual Voting Members. Individual, dues-paying members are voting members.

b. Sponsor Member Organizations. This membership permits an organization to identify up to five (5) Individual Voting Members from its organization to be Individual Voting Members, with additional memberships available at a reduced cost as described in IX.3.b. An organization may have an unlimited number of members.

3. Dues are initially delineated as follows:

a. The initial annual dues for Individual Voting Members will be twenty-five dollars ($25USD).

b. The initial annual dues for Sponsor Organizations will be one hundred dollars ($100USD). This entitles the organization to 5 Individual Voting Members as described above. Additional individual voting memberships will be available at a reduced cost of $20 each for large organizations. These may be paid by the organization or by individuals from that organization.

c. Dues payments will be requested at the beginning of each calendar year. Payment of dues at any time during the year are considered dues for that calendar year, unless special provisions are made with the Treasurer.

4. Membership criteria and dues are established by the Executive Committee.

5. Any members more than three months in arrears on their dues payment may be dropped from membership.

IX.   FISCAL POLICIES

1. Financial reports will be due to the Executive Committee from the Treasurer during the last month of each quarter. Financial reports must include financial activity during the current quarter, anticipated assets, projected expenses for the coming quarter, and anticipated revenues. In the final quarter of the fiscal year a comprehensive report will be prepared and briefed to the membership.

2. In addition to the Treasurer, the President and Secretary will have fiscal and signature authority for SALSA funds. Approval by 2 of these individuals will be required to release funds.

3. In the event of dissolution of the organization, all assets held by the organization will first be sold to pay any debts of the organization. Any remaining assets will be distributed to other non-profit organizations or educational institutions. This will be done in a manner consistent with article 6.02 (3) of the Texas Non-Profit Corporation Act, which includes asset distribution to organizations exempt under section 501 (c) (3) of the Internal Revenue Code.

X.   REVISION OF BY LAWS

1. A revision to the By-Laws may be proposed by any member.

2. Proposed By-Laws revision(s) will be reviewed by the Executive Committee members who will recommend whether or not the change should be sent to the membership for a vote.

3. If the Executive Committee recommend a vote of the membership, the proposed by-laws change(s) will be posted on the website for at least 2 weeks prior to a vote and be discussed at a meeting within a week before the vote will take place. If the revision(s) is/are approved by a majority of a quorum of the members who submit ballots, the By-Laws change will become effective immediately. The By-Laws incorporating the approved revision(s) will be re-published within 30 days of such approval by the membership.