(1) The Board shall include up to thirty (30) Trustees elected by the Board. The Board shall consist of Corporate Trustees and Trustees-at-Large as defined in section IV.B (1)(a) below, and such other Trustees as provided for in sections IV.B (2) and (3) below.

(a) At least six (6) of the thirty elected Trustees shall be Members of the Corporation who are scientists (‘‘Corporate Trustees’’), and the other Trustees shall be individuals who need not be Members or otherwise affiliated with the Corporation (‘‘Trustees-at-Large’’).

(b) The thirty (30) elected Corporate Trustees and Trustees-at-Large Trustees shall be divided into four classes, two of which shall contain seven (7) Trustees each and two of which shall contain eight (8) Trustees each, with one class to be elected each year to serve for a term of four years, and with each such class to include at least one Corporate Trustee. Such classes of Trustees shall be designated by the calendar year at the end of which their respective terms shall expire. The Board may adjust the number of Trustees in each class when vacancies exist.

(2) The Board shall also include the Director/Chief Executive Officer, President of the Corporation, Treasurer, Clerk and the Chairperson of the Science Council, who all shall be ex officio voting members of the Board.

(3) The Board may create such other classes of non-voting Trustees, for example Honorary Trustee or Emeritus Trustee, as it deems appropriate to honor long-standing service of individuals to the Corporation.

(4) Although Members or Trustees may recommend individuals for nomination as Trustees, the Nominating Committee shall in its sole discretion make nominations for Trustee elections. The Board may also elect Trustees who have not been nominated by the Nominating Committee.

C. Term and Eligibility. A Corporate Trustee or a Trustee-at-Large who has been elected to an initial four-year term or remaining portion thereof, of which he or she has served at least two years, shall be eligible for re-election to a second four-year term, but shall be ineligible for re-election to any subsequent term until one year has elapsed after he or she has last served as a Trustee.

D. Removal. Any Trustee may be removed from office with or without cause by vote of two-thirds (2/3) of the Trustees then in office at a meeting of the Board at which a quorum is personally present and voting, provided that notice of such proposed action shall have been given to all of the Trustees entitled to vote prior to the meeting at which such action is to be taken, and provided that a Trustee may be removed for cause only if the Trustee to be so removed shall have been given reasonable notice and opportunity to be heard by the Trustees at such meeting.

E. Vacancies. Any vacancy in the Board may be filled for the remaining term by vote of a majority of those Trustees present and voting at a meeting of the Board at which a quorum is present. Any vacancy in the Board resulting from the resignation or removal of a Corporate Trustee shall be filled by another person so-qualified as a Corporate Trustee.

F. Meetings.

(1) Meetings of the Board shall be held from time to time, not less frequently than twice annually, as determined by the Board. Special meetings of the Board may be called by the Chairperson of the Board, or by any seven Trustees, to be held at such time and place as may be designated. The Chairperson of the Board, when present, shall preside over all meetings of the Trustees.

(2) Notice of Meetings. Notice of any meeting of the Board shall be given by sending notice of the date, time, location and purpose of such meeting to each Trustee at his or her address as shown on the records of the Corporation, at least seven (7) days prior to the date of the meeting. Delivery of such notice may be made by U.S. Mail, facsimile, electronic mail or other reasonably accepted forms of in-person or written communication or delivery.

(3) Waiver of Notice. Notice of a meeting need not be given to any Trustee if a written waiver of notice executed by such Trustee before or after the meeting is filed with the records of the meeting, or if such Trustee shall attend the meeting without protesting prior thereto or at its commencement the lack of notice given to him or her.

G. Quorum and Action by Trustees.

(1) Quorum. A majority of Trustees then in office and eligible to vote shall constitute a quorum.

(2) Adjournment. Any meeting of the Board may be adjourned by vote of a majority of Trustees present, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Any business which could have been transacted at any meeting of the Board as originally called may be transacted at an adjournment day thereof.

(3) Action by Vote. When a quorum is present at any meeting of the Trustees, a majority of the Trustees present and voting (excluding abstentions) shall decide any question, including the election of Officers, unless otherwise required by law, the Articles of Organization or these Bylaws.

(4) Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, Trustees may participate in a meeting by means of a telephone conference or similar communications equipment that shall permit all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

(5) Proxies. To the extent permitted by law, a Trustee may vote through a duly authorized representative present in person or by written proxy dated not more than six (6) months prior to the meeting, which proxy shall be filed before being voted with the Clerk. Unless otherwise specifically limited by their terms, such proxies shall entitle the holder or holders thereof to vote at any resumption of the meeting following its adjournment but the proxy shall terminate upon the final adjournment of such meeting.

(6) Action by Writing. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Trustees consent to the action in writing and such written consents are filed with the records of the meetings of the Trustees. Such consents shall be treated for all purposes as a vote at a meeting.

H. Transfers of Interests in Land. The Corporation shall not enter into, or be a party to, any Real Estate Transaction (as such term is defined herein) relating to a right, title or interest in or to any real property that is now or hereafter owned or controlled in whole or in part by the Corporation (or any entity controlled, controlling or in common control with the Corporation), without the prior approval of at least two-thirds (2/3) of all the Trustees then in office (not including any Trustee or Trustees with a direct or indirect financial interest in the Real Estate Transaction being considered for approval). For the purposes of this provision, a Real Estate Transaction shall include any of the following with respect to such property: a transfer of title, long-term lease (i.e., ten or more years, including extensions), mortgage or pledge (or foreclosure or endorsement of any such mortgage or pledge), grant or release of an easement, or grant of a right of first refusal or right of first offer. No such Real Estate Transaction shall be deemed finally acted upon or approved unless acted upon and approved by such two-thirds (2/3) majority of the Trustees at a Board meeting held not less than fourteen (14) days following a prior Board meeting at which such Real Estate Transaction was discussed. Either meeting may be a special meeting, but in all cases there shall have been a quorum present, which for purposes of determining a quorum may include any Trustee or Trustees with a direct or indirect financial interest in such transaction being considered for approval.


ARTICLE V—COMMITTEES OF THE BOARD
(as amended by the Board of Trustees, August 5, 2005)

The Board may organize itself by creating such committees or combinations of committees, as it deems appropriate to conduct its business effectively, but at a minimum shall have standing committees whose functions are described in this ARTICLE V and whose titles are intended only to describe their functions. The Board may delegate to any committee or committees any or all of its powers, except those which by law, the Articles of Organization or these Bylaws the Board is prohibited from delegating; provided that any committee to which the powers of the Board are delegated shall consist solely of Trustees. The members of any such committee shall have such tenure and duties as the Board shall determine. Except as otherwise provided by these Bylaws or determined by the Board, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Board or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided by these Bylaws for the Board.

A. Executive Committee. There shall be an Executive Committee of the Board composed of the chairpersons of the several standing committees established by the Board together with the Officers of the Corporation. The Executive Committee shall have and may exercise all the powers of the Board except those powers specifically withheld, from time to time, by vote of the Board or by law. The Executive Committee may also appoint such standing and ad hoc committees, which may include persons who are not Trustees, as it may, from time to time, approve to make recommendations with respect to matters to be acted upon by the Executive Committee of the Board. The Chairperson and Vice Chairperson of the Board shall act as Chairperson and Vice Chairperson, respectively, of the Executive Committee. The Executive Committee shall meet at such times and places and upon such notice as determined by the Chairperson, and shall keep appropriate minutes of meetings, which shall be reported to the Board. A majority of the members of the Executive Committee, which shall include the Chairperson or the Vice Chairperson, shall constitute a quorum for the purposes of any meeting of the Executive Committee. All actions taken by the Executive Committee shall also be reported to the Board.

B. Nominating and Governance Committee. There shall be a committee of the Board responsible for nominations of persons for election as Trustees and Officers of the Corporation and for overseeing governance issues of the Corporation. The Nominating and Governance Committee in consultation with the Chairperson of the Board and the Director/Chief Executive Officer of the Corporation shall appoint Trustees to serve as members of the several standing committees and designate the chairpersons thereof. The Nominating and Governance Committee shall consist of not fewer than four (4) Trustees appointed by the Board in a manner which shall reflect the balance between Corporate Trustees and Trustees-at-Large on the Board.

C. Audit Committee. There shall be a committee of the Board responsible for overseeing the reliability and integrity of the Corporation’s financial statements, enterprise risk management and compliance with regulatory requirements which shall consist of no fewer than three (3) Trustees. The Audit Committee shall consist of individuals who are independent of the Corporation and a preponderance of whom have financial expertise; and the Committee shall include at least one Trustee familiar with the financial statements of the Corporation and risk management. The Audit Committee shall conduct its affairs in accordance with a charter that shall be approved by the Board. The Corporation’s Chief Financial Officer shall serve as an ex officio non-voting member of the Audit Committee.

D. Finance and Investment Committee. There shall be a committee of the Board responsible for reviewing and recommending to the Board the Corporation’s annual operating and capital budgets and long term borrowings; and throughout the year the Finance and Investment Committee shall oversee the financial performance of the Corporation in these areas. The Finance and Investment Committee shall also be responsible for overseeing the management of the Corporation’s endowment funds, marketable securities, investment securities and short-term investments. The Financial and Investment Committee shall also be responsible for selecting, reviewing and terminating investment managers. The Financial and Investment Committee shall include ex officio the Chairperson of the Board, the Treasurer and the Chairperson of the Audit Committee, together with such Trustees as may be required for not less than two-thirds (2/3) of the Finance and Investment Committee to consist of Trustees-at-Large.

E. Development Committee. There shall be a committee of the Board responsible for fundraising matters for the Corporation, including but not limited to working with management at identifying and seeking sources of donor support, and recommending to the Board the conduct of fundraising campaigns, the establishment of fundraising goals, a gift acceptance policy, the donor-recognition standards, and the initiation of an audit of any fundraising activity.

F. Campus Planning and Physical Assets Committee. There shall be a committee of the Board responsible for overseeing the Corporation’s campus planning, buildings and capital equipment, including their maintenance, repair, renovation and construction.

G. Academic Affairs Committee. There shall be a committee of the Board responsible for the general consideration of scientific and educational activities of the laboratory, such as the deliberations of Science Council, Center and general (i.e. decennial) Laboratory reviews, senior faculty appointments and reviews, and academic programs and institutional affiliations (i.e. Brown University)

H. External Review Committee. In addition to such periodic review of programs of the Corporation as the Board and senior management deem appropriate, the Board shall convene an External Review Committee no less often than every ten years whose function shall be to review the scientific, educational and research programs of the Corporation. The External Review Committee shall determine whether such scientific, educational and research programs are performing valuable service in their respective fields of science, and shall make a written report to the Board of its findings and reasons therefore. The structure and operation of the External Review Committee shall be consistent with any deeds of gift or trust instruments created for the benefit of the Corporation.

I. Actions Without a Meeting. Any action required or permitted to be taken at any meeting of the Executive Committee or any other committee created by the Board may be taken without a meeting if all members of such committees consent to the action in writing and such written consents are filed with the records of meetings. Members of the Executive Committee or any other committee created by the Board may also participate in any meeting by means of a telephone conference call, or otherwise take action in such a manner as may, from time to time, be permitted by law.


ARTICLE VI—OFFICERS

A. Composition. The Officers of the Corporation shall consist of a Chairperson of the Board, a Chief Executive Officer, a President, a Treasurer and a Clerk. The Corporation may have such other Officers and Assistant Officers as the Board may determine, including (without limitation) a Vice Chairperson of the Board, Vice President, Assistant Treasurer and Assistant Clerk. Any two or more offices may be held by the same person. The Chairperson and Vice Chairperson of the Board shall be selected from the Trustees, but other Officers of the Corporation need not be Members or Trustees, except as ex officio Trustees as provided in ARTICLE IV.B(2) of these Bylaws. If required by the Board, any Officer shall give the Corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the Board.

B. Election and Term. The Board shall elect annually all Officers other than the Director/Chief Executive Officer. Except as otherwise provided by law, by the Articles of Organization or by these Bylaws, all Officers shall start to hold office at the first meeting of the Board in the fiscal year following their election and shall serve until their successors have been elected and qualified or until they resign or are removed from office.

C. Resignation. Any Officer may resign by delivering a written letter of resignation to the Corporation at its principal office or to the President or Clerk and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

D. Removal. The Board may remove any Officer with or without cause by a two-thirds (2/3) vote of the Trustees then in office, at a meeting of the Board called for that purpose and for which notice of the purpose thereof has been given, provided that an Officer may be removed for cause only after having an opportunity to be heard by the Board at a meeting of the Board at which a quorum is personally present and voting.

E. Vacancy. A vacancy in any office may be filled for the unexpired balance of the term by vote of a majority of the Trustees present at any meeting of Board at which a quorum is present or by written consent of all of the Trustees, if less than a quorum of Trustees shall remain in office.

F. Powers and Duties. The Officers shall have the following enumerated powers and duties, and in addition shall have such powers and duties customarily incident to the named office and as may be determined by the Board from time-to-time.

(1) Chairperson of the Board. The Chairperson shall preside at all meetings of the Board at which he or she is present.

(2) Vice Chairperson. The Vice Chairperson shall perform the duties and exercise the powers of the Chairperson in the absence or disability of the Chairperson.

(3) Director/Chief Executive Officer. The Director/Chief Executive Officer shall, subject to the direction of the Board and to the terms of any employment agreement with the Corporation, have general supervision of and control of the business of the Corporation. In addition to all other reports, the Director/Chief Executive Officer shall present annually a report of the operations of the Corporation and a statement of its affairs, and shall, from time to time, report to the Board all matters within his or her knowledge which the interests of the Corporation may require to be brought to its notice. In the absence or disability of the Director/Chief Executive Officer, the Board may designate another individual to perform the duties and exercise the powers of the chief executive.

(4) President. The President shall be a Member and preside at meetings of Members at which he or she is present, and shall serve as the Corporation’s senior scientific advisor to the Director/Chief Executive Officer. The Board may adopt a policy providing for the compensation of the President for the performance of his or her duties.

(5) Treasurer and Assistant Treasurer. The Treasurer shall, subject to the direction of the Board, have general charge of the financial affairs of the Corporation, and shall cause to be kept accurate books of account. The Treasurer shall deliver at each annual meeting a report on the financial status of the Corporation. The Treasurer shall also oversee all filings required by the Commonwealth of Massachusetts, the Internal Revenue Service, or other Federal and State Agencies.

The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer.

(6) Clerk and Assistant Clerk. The Clerk shall be a resident of the Commonwealth of Massachusetts, unless the Corporation has designated a resident agent in the manner provided by law. The Clerk shall have custody of the record books of the Corporation, and shall record upon such record books the minutes or records of all meetings of the Board and Members.

The Assistant Clerk, if any, or if there shall be more than one, the Assistant Clerks in the order determined by the Board, shall, in the absence or disability of the Clerk, perform the duties and exercise the powers of the Clerk.

In the absence of the Clerk and an Assistant Clerk from any meeting, a temporary Clerk shall be appointed at the meeting.

ARTICLE VII—AMENDMENTS

These Bylaws may be amended by the affirmative vote of the Members at any meeting, provided that notice of the substance of the proposed amendment is stated in the notice of such meeting. As authorized by the Articles of Organization, the Board, by a majority of their number then in office, may also make, amend or repeal these Bylaws, in whole or in part, except with respect to (a) the provisions of these Bylaws governing (i) the removal of Trustees and (ii) the amendment of these Bylaws and (b) any provisions of these Bylaws which by law, the Articles of Organization or these Bylaws, requires action by the Members.

No later than the time of giving notice of meeting of Members next following the making, amending or repealing by the Trustees of any Bylaw, notice thereof stating the substance of such change shall be given to all Members entitled to vote on amending the Bylaws.

Any Bylaw adopted by the Trustees may be amended or repealed by the Members entitled to vote on amending the Bylaws.


ARTICLE VIII—PERSONAL LIABILITY, INDEMNIFICATION AND INSURANCE
A. No Personal Liability. No Member, Trustee, Director or Officer of the Corporation shall be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or for any money that may otherwise become due or payable to them from the Corporation.

B. Indemnification.

(1) Except as otherwise provided below, the Corporation shall, to the extent legally permissible, indemnify and hold harmless each person (i) who is, or shall have been, a Trustee, Director or Officer of the Corporation or (ii) who is serving, or shall have served at the request of the Corporation as a Trustee, Director or Officer of another organization in which the Corporation directly or indirectly has any interest as a shareholder, creditor or otherwise, against all liabilities and expenses (including judgments, fines, penalties, and reasonable attorneys’ fees and all amounts paid, other than to the Corporation or such other organization, in compromise or settlement) imposed upon or incurred by any such person in connection with, or arising out of, the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be a defendant or with which he or she may be threatened or otherwise involved, directly or indirectly, by reason of his or her being or having been such a Trustee, Director or Officer.

(2) The Corporation shall provide no indemnification with respect to any matter as to which any such Trustee, Director or Officer shall be finally adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation. The Corporation shall provide no indemnification with respect to any matter settled or comprised unless such matter shall have been approved as in the best interests of the Corporation, after notice that indemnification is involved by a disinterested majority of the Board or the Executive Committee.

(3) Indemnification may include payment by the Corporation of expenses in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if it is ultimately determined that such person is not entitled to indemnification under the provisions of this ARTICLE VIII, or under any applicable law.

(4) As used in this ARTICLE VIII, the terms ‘‘Trustee,’’ ‘‘Director,’’ and ‘‘Officer’’ include their respective heirs, executors, administrators and legal representatives, and an ‘‘interested’’ Trustee, Director or Officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.

(5) To assure indemnification under this ARTICLE VIII of all persons who are determined by the Corporation or otherwise to be or to have been ‘‘fiduciaries’’ of any employee benefits plan of the Corporation which may exist, from time to time, this ARTICLE VIII shall be interpreted as follows: (i) ‘‘another organization’’ shall be deemed to include such an employee benefit plan, including without limitation, any plan of the Corporation which is governed by the Act of Congress entitled ‘‘Employee Retirement Income Security Act of 1974,’’ as amended, from time to time, (‘‘ERISA’’); (ii) ‘‘Trustee’’ shall be deemed to include any person requested by the Corporation to serve as such for an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; (iii) ‘‘fines’’ shall be deemed to include any excise tax plan pursuant to ERISA; and (iv) actions taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in the best interests of the Corporation.

(6) The right of indemnification provided in this ARTICLE VIII shall not be exclusive of or affect any other rights to which any Trustee, Director or Officer may be entitled under any agreement, statute, vote of Members or otherwise. The Corporation’s obligation to provide indemnification under this ARTICLE VIII shall be offset to the extent of any other source of indemnification of any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person. Nothing contained in this Article shall affect any rights to which agents, employees and corporate personnel other than Trustees or Officers may be entitled by contract, by vote of the Board or of the Executive Committee or otherwise.

C. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Trustee, Director, Officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a Trustee, Director, Officer, employee or agent of another organization in which it has an interest, against any liability incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.


ARTICLE IX—DISSOLUTION

The consent of every Trustee shall be necessary to effect a dissolution of The Marine Biological Laboratory. In case of dissolution, the property shall be disposed of in such a manner and upon such terms as shall be determined by the affirmative vote of two-thirds (2/3) of the Trustees then in office in accordance with the laws of the Commonwealth of Massachusetts.


ARTICLE X—MISCELLANEOUS PROVISIONS

A. Fiscal Year. Except as otherwise determined by the Board, the fiscal year of the Corporation shall end on December 31st of each year.

B. Seal. Unless otherwise determined by the Board, the Corporation may have a seal in such form as the Board may determine, from time to time.

C. Execution of Instruments. All checks, deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an Officer of the Corporation in its behalf shall be signed by the Director/Chief Executive Officer or the Treasurer except as the Board may generally or in particular cases otherwise determine. A certificate by the Clerk or an Assistant Clerk, or a temporary Clerk, as to any action taken by the Members, the Board or any Officer or representative of the Corporation shall as to all persons who rely thereon in good faith be conclusive evidence of such action.

D. Corporate Records. The original, or attested copies, of the Articles of Organization, Bylaws and records of all meetings of the Board and the Members shall be kept in the Commonwealth of Massachusetts at the principal office of the Corporation, or at an office of the Corporation’s Clerk or resident agent. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for inspection by any Trustee or Member for any proper purpose, but not to secure a list of Trustees or Members for a purpose other than in the interest of the applicant, as a Trustee or Member, relative to the affairs of the Corporation.

E. Articles of Organization. All references in these Bylaws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect, from time to time.

F. Conflicts of Interest. All Members, Trustees, Officers, and employees shall adhere to such policies on conflicts of interest as may be adopted from time-to-time by the Board to assure that no personal or professional activities or interests conflicts with the activities of interests of the Corporation. In the absence of fraud, no contract or other transaction between this Corporation and any other corporation or any firm, association, partnership or person shall be affected or invalidated by the fact that any Member, Trustee, Officer, or employee of this Corporation is pecuniarily or otherwise interested in or is a Director, Member or Officer of such other corporation or of such firm, association or partnership or in a party to or is pecuniarily or otherwise interested in such contract or other transaction or is in any way connected with any person or person, firm, association, partnership, or corporation pecuniarily or otherwise interested therein; provided that he or she has fully complied with this Corporation’s conflict of interest policy applicable to that individual.


Approved by the Board of Trustees
May 9, 2003
and Corporation Members
August 8, 2003
Article V amended by the Board of Trustees, July 23, 2005


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