Art. 1 - Constitution of the Center
A European inter-university center named "European Center for Living Technology" is constituted among the members listed in article 3.2 of these bylaws, with administrative headquarters at the University Ca' Foscari of Venice (indicated in the following as the Host Institution) situated in Palazzo Giovanelli, Santa Croce n. 1681. The transfer of the headquarters to a new site within the city of Venice will be considered by the Board of Directors of the Center and will not constitute a modification of the present Bylaws.
Art. 2 - Aims
The Center has the following aims:
1. to promote, carry out and coordinate research and training activities and the diffusion of scientific results in the field of living technology: i.e. technology whose usefulness increases as it becomes more life-like. The primary "scientific areas" for living technology are the nano-bio-technologies, self-organizing and evolving information and production technologies, and adaptive complex systems. In particular, the Center will promote, carry out and coordinate research and training activities and disseminate the scientific results of the approved and financed European project "Programmable Artificial Cell Evolution" (PACE), FP6, Information Society Technologies, Future Emergent Technologies, Integrated Project, Contract n. 002035;
2. to support and develop scientific collaboration with thematically associated international projects, with national and international research institutes and with firms in the area of living technology. In particular, the Centre aims collaborate with the participants of the integrated projects approved by the European Union in FP6, in the IST-FET sector, namely: Embodied and Communicating Agents (ECAgents); Ever-growing global scale-free networks (EVERGROW); Dynamically Evolving Large Scale Information Systems (DELIS);
3. to provide support services, equipment and expertise to the Center's associated research projects;
4. to offer consulting and research services to agencies, institutions and firms in the area of living technology;
5. to promote, support and organize teaching activities, and high-level training in living technology;
6. to sponsor scientific meetings, workshops, publications and exhibitions for the development and diffusion of Center research.
Art. 3 - Members of the Center
1. Members of the Center shall be founding members or new members that may be added as described in paragraphs 3 and 4 of this article. Every two years members must reconfirm their participation in the Center.
2. The founding members of the Center are the universities, agencies and institutions that participate in the European project "Programmable Artificial Cell Evolution" (PACE), Sixth Framework Programme - Information Society Technology - Future Emergent Technologies, n. 002035. The following are the members of the project represented by their respective principal investigators, as ordered in the project: Ruhr-Universitaet Bochum (John McCaskill, project coordinator, Guenter von Kiedrowski), Germany; University Ca' Foscari of Venice (Irene Poli), Italy; University of Copenhagen (Peter E. Nielsen), Denmark; Chalmers Tekniska Hogskola AB (Kristian Lindgren), Sweden; Universitat Pompeu Fabra (Ricard V. Sol? Spain; University of Zurich (R. Pfeifer), Switzerland; Vilnius University - Institute of Theoretical Physics and Astronomy (Arvydas Tamulis), Lithuania; Telecom Italia Learning Services (Fabrizio. Davide), Italy; ProtoLife (Norman Packard), Italy; University of Southern Denmark (Ole G. Mouritsen, H. Lund), Denmark; Dublin City University (Barry McMullin), Ireland; Reed College (Mark A. Bedau), USA; Founding individual members are Steen Rasmussen (Los Alamos National Laboratory, USA) and Liohai Chen (Argonne National Laboratory, USA) who are cooperating with PACE. A representative from the City of Venice - either the Mayor or the Assessore alle Politiche Comunitarie or their delegate - will have a permanent invitation to attend the Center Assemblies
3. Possible new members of the Center are:
* national and international research institutions, companies and other legal entities, that are involved in the research indicated in these bylaws;
* in exceptional cases, individual researchers belonging to scientific legal entities and institutions;
4. New members are nominated by a 2/3 majority of the Assembly of existing members. The number members that are commercial companies and individual researchers cannot exceed 1/3 of the total membership of the Center. This proportion must also be respected in each of the Center's governing structures described in article 5.
5. Applications for membership to the Center, directed to the Board of Directors of the Center, must be accompanied by documentation showing relevance to the scientific and cultural aims of the Center. All applications will be treated on an equal basis with no consideration for the source of the application.
6. Proposals for membership to the Center are subject to the approval of the Science Board, after nomination by the Assembly as in paragraph 4 of this article.
7. Membership to the Center is valid until it is ended by a signed request from the member, or a motion of exclusion from the Board of Directors, which must be motivated by a breach of these bylaws and passed by a 2/3 majority in the Assembly. To maintain its validity, membership must be reconfirmed after two years by the member.
8. All members are free to participate in the activities of the Center and suggest forms of participation at the Center to the Science Board.
Art. 4 - Funding
1. The Center has administrative and financial autonomy. The procedures for the administrative and financial management of the Center are governed by the University Ca' Foscari of Venice's regulations for administration, finance and accounting.
2. When these Bylaws come into force, in compliance with all regulations in effect, the Center will receive the financial resources assigned by the European Union to the PACE project to develop the activities of the Center.
3. The Center, in order to achieve the aims outlined above, may receive financial resources
* from government and public institutions
* through national and international research grants;
* through conventions with national and international institutions;
* through providing research, professional and consulting services to external entities;
* from any of the members of the Center, as well as other Universities interested in the activities of the Center
* from foundations, companies or private individuals.
4. Such additional funding must be approved by the Board of Directors.
5. The Host Institution assumes civil and administrative responsibility along with the responsibility for the legal representation of the Center.
Art. 5 - Governance
1. The governance structures of the Center will be:
* the Assembly
* the Science Board
* the Board of Directors
Art. 6 - Assembly of the Center
1. The Center's Assembly is composed of members of the Center
2. The Center's Assembly has the following functions:
* proposing a framework and/or guidelines for the annual program of activities that will be developed by the Science Board, and providing any other necessary suggestions for the development of the institution.
* examining and proposing to the Science Board applications for new memberships in the Center;
* electing members of the Science Board, as described below in paragraph 5.
* approving the provisional budget for the following year and the final budget of the previous year.
3. The Assembly of the Center is convened at least once a year by the Board of Directors, and chaired by one of the board of directors, after at least 30 days from the notice of convocation, when necessary, or when at least one third of its members request the convocation. The Assembly meeting will be considered valid when an absolute majority of the members is present.
4. The rules for recording the meetings of the Assembly are the same as the ones for the Science Board.
5. The election of the Science Board will proceed as follows:
* A call for nominations will be sent by the Board of Directors before any Assembly meeting where the election of the Science Board appears on the agenda. In this call for nominations, the Board of Directors will specify the number of places to be filled on the Science Board. The Board of Directors will also specify a closing date for the nominations before the meeting of the Assembly.
* All nominations will be circulated by the Board of Directors (provided that the nominee has given consent) in advance of the Assembly meeting.
* The election of the Science Board members is carried out at the Assembly meeting by secret vote.
* The votes must be counted immediately after the elections, by the chairman and two members nominated by the Assembly. The results must be communicated immediately after the votes are counting, by the Board of Directors of the Center, who will convene the new Science Board within 30 days after the elections.
6. Decisions of the Assembly are valid when they have the support of an absolute majority of those present.
Art. 7 - Science Board
1. The Science Board is composed of 7-11 members. The initial size of the Board and the initial internal members will be determined by the PACE consortium. All subsequent members will be elected by the Assembly in accordance with the election process described above (article 6 paragraph 5). The Science Board includes members of the Center, and also external members that are not members of the Center. At least 1/4 of the elected Science Board must be external.
2. In case of resignation or the end of one of the Science Board member's mandate, the Board of Directors may ask for the election of another representative from the same Institution as the outgoing member.
The administrative secretary participates in the Science Board as a consultant and records the minutes of the meeting.
3. The Science Board has the following functions:
* Electing the Board of Directors from the members of the Science Board;
* Developing the Center's annual program of activities on the basis of the framework and/or guidelines proposed by the Assembly;
* realization and coordination of the plan of activities proposed by the Assembly;
* assisting the Board of Directors in the management of the Center;
* determining the expenditures, within the limits defined by the Assembly;
* deliberating about new memberships to the Center, in consultation with the Assembly;
* coordinating the Center's resources (personnel and equipment);
* preliminary approval of the budget for the following year and the final budget of the previous year, to be submitted to the Assembly for final approval;
* approval of any other decision necessary to achieve the aims of the Center;
* changes in the Bylaws, proposed by the Science Board, and subject to approval by a 2/3 majority of the components of the Assembly and the Academic Senate of the Host Institution.
4. The Science Board is convened by the Board of Directors at least four times a year and whenever necessary, or when at least one third of the members of the Board request the convocation. The meetings are valid when a quorum consisting of an absolute majority of the members is present. Members may be physically present or may participate remotely. The Science Board will elect its chairman who will hold the position for a duration of six months.
5. Decisions of the Board are taken by an absolute majority of the members present.
6. The Science Board is elected for two years and its members may be re-elected.
Art. 8 - Board of Directors
1. The Board of Directors is composed of three Directors, initially being the Coordinator of PACE, a representative of the Assembly from the Host Institution, and one member elected by the initial members listed in article 3.2 of the present bylaws. All Directors must be members of the Assembly from different institutions, and no more than two directors may be from the same country. All of the Board of Directors' decisions will be made by consensus. In the event of non-consensus, decisions must be referred to the Assembly.
2. After an initial two-year term, the Board of Directors will be elected from the Science Board ( Art. 7.3a) by a 2/3 majority. The Board of Directors must always include one member from the Host Institution and one representative whose research profile is focused in the area of Living Technology.
3. The Board of Directors serves for a term of two years and may be re-elected.
4. The Board of Directors performs the following functions:
* implementing the scientific and intellectual agenda established by the Science Board;
* representing the Center in all aspects except the legal representation described in article 8.5 of the present bylaws, and assuming the responsibility of the pursuit of the aims indicated in article 2 of the present bylaws.
* taking collective initiative to direct and control all activities of the Center: all commitments, including the financial commitments, of the Center must be co-signed by at least two of the Board of Directors as members of different countries including the Host Institution director as in paragraph 2 of this article. The Administrative Secretary will ensure this condition is satisfied.
* managing visiting appointments within guidelines set by the Science Board;
* participation in the deliberations of the Science Board and Assembly;
* preparing, in collaboration with the Administrative Secretary, the provisional budget for the following year and the final budget of the previous year, to be submitted to the Science Board and to the Assembly. This includes fulfilling the external responsibilities of participation in the PACE Consortium and related obligations to the European Union such as audited accounting.
* convening the Science Board and the Assembly (urgent meetings may be convened by email or telephone ten days before the date of the meeting).
5. The director from the Host Institution will perform the following functions:
* ensure that at least one meeting per year is called, but meetings of the Board of Directors may be called by any of the directors at any time. The Director from the Host Institution will be responsible for presiding over the meetings.
* assume legal representation and responsibility for the administrative, financial, and accounting management of the Center with respect to the Host Institution.
* in collaboration with the other Directors, provide administrative and financial liaison with the Host Institution, with the support of the Administrative Secretary.
Art. 9 - The Administrative Secretary
1. The Administrative Secretary will take appropriate actions to assure the execution of the deliberations of the Governance of the Center, and in addition will:
* collaborate with the Board of Directors to improve the functioning of the Center;
* collaborate with the Board of Directors to prepare the provisional budget for the following year and the final budget of the previous year;
* collaborate with the Board of Directors to prepare the fiscal reports for participation of the Center in the PACE project;
* coordinate the administrative and financial activities of the Center taking responsibility for his/her actions.
Art. 10 - Personnel
1. The host Institution, as well as the other member Universities and Institutions, can put at the disposal of the Center administrative, technical and auxiliary personnel according to the Bylaws of the Host Institution.
2. Post-doc positions, scholarships, and internships from Universities and public and private Institutions can be assigned to the Center.
Art. 11 - Research Units
1. Research activity may be developed in Sections, Units and Laboratories created within the Center.
2. External personnel may participate in this research activity, if approved by the Board of Directors.
Art. 12 - Venue Clause
1. For all matters not foreseen in the present Bylaws, Italian law as well as the Bylaws and Regulations of the Host Institution will be applicable.