By Laws

Gulf of Mexico Research Initiative Research Board
By Laws (Approved October 18, 2013)

I. Preamble

The Gulf of Mexico Research Initiative Research Board (the Board) is established by and subject to the latest version of the Master Research Agreement (MRA), between BP Exploration and Production Inc. (BP) and the Gulf of Mexico Alliance (the Alliance) — together referred to as “the Parties” — to create and fund an independent research program, to be known as the Gulf of Mexico Research Initiative (GoMRI), to study the effects, and the potential associated impacts, of hydrocarbon releases on the environment and public health in the Gulf of Mexico, as well as to develop improved spill mitigation, oil detection, characterization and remediation technologies.

II. Purpose

The Board serves as the decision-making and oversight body regarding scientific research and other activities funded by and conducted through the GoMRI. The Board has the responsibility and authority to ensure the intellectual quality, research effectiveness, and independence of the GoMRI programs; to select the Research Consortia (groups of non-governmental or nonprofit academic and research institutions) and smaller groups of individual investigator projects that are to receive GoMRI funds for approved research projects pursuant to merit review by peer evaluation as described in the 2005 National Science Board report on the Peer Evaluation Process (NSB-05-119), and to perform an annual review and approval for funding of all research projects.

III. Governance: Core Adherence to Master Research Agreement

The Board shall operate and govern itself in compliance with the MRA and that document’s Section 3 (“Research Board”). Should any inconsistencies arise between these Bylaws and the MRA, the MRA shall have precedence.

With reference to the numbered sections of the MRA as amended July 11, 2012, the following apply for the conduct of the Board:

General Role and Responsibilities: Sections 3.1 and 3.2

Internal Operations: Section 3.3

Composition: Section 3.4

Removal / Resignation: Section 3.5

Chair: Section 3.6

Procedural Matters (incl. voting, quorums, etc.): Section 3.7

Standards of Conduct (incl. Conflict Of Interest): Section 3.8 and Appendix 2

Chief Scientific Officer: Section 3.9

Administrative Support: Section 3.10

Debriefings: Section 3.11

Indemnification: Section 3.12

Certification: Section 3.13

Matters Reserved to the Parties: Section 3.14

IV. Membership

a. Appointments

There shall be two pools of Board Members initially appointed by Gulf of Mexico Alliance (GOMA) and BP

  1. GOMA Board Members: at all times there will be two members appointed by GOMA from each of the five Gulf of Mexico states (Alabama, Florida, Louisiana, Mississippi, and Texas).
  2. BP Board Members: at all times there will be 10 members appointed by BP from the at-large scientific and research communities.

b. Board Member Participation / Removal or Resignation

Board members who are unable to complete their work in a timely fashion may have their duties re-assigned by the Chair in order that the Board continues to meet its responsibilities to the GoMRI, in particular the project timeline in Section 3.2.9 of the MRA. Two occurrences of such non-participation on a Board member’s part, or a violation of the Board’s Code of Conduct, or the failure of a Board member to attend two consecutive Board meetings without the prior approval of the Chair for their absence, shall initiate provisions in the MRA in which the Board recommends to the member that he or she resign pursuant to Section 3.5.2, or the Board recommends to the Party that appointed such member that the member be removed pursuant to Section 3.5.1.

c. Board Member Replacement

Should a Board member vacate his/her seat the appropriate appointing authority will be notified.

d. Qualifications

All Board member replacements will meet the following qualifications and be an expert in a science discipline directly related to the work of GoMRI, including public health.

  • Hold an advanced degree in their field.
  • Hold or have held a full-time or emeritus faculty-level position at an academic institution, a research institution, or a federal government science agency.
  • Must not currently receive GoMRI funding or if currently receiving will give up GoMRI funding on becoming a Board member.

 All Research Board member appointments will be consistent with MRA Section 3.4.

V. Additional Provisions

a. Code of Conduct

The Board shall, in all regards, adhere to its Code of Conduct, attached as Appendix 1.

b. Term of the Chair

As per Section 3.6 of the MRA (“Chairman”), the Chair shall be a member of the Board. Dr Rita Colwell will be the inaugural Chair. Subsequent Chairs shall be elected by the Board to serve in three-year terms on a calendar year basis. In the year before the expiration of a Chair’s term, a Nominating Committee consisting of the Vice Chair (or another RB member appointed by the Chair if the Vice Chair wishes to be considered), the Chief Scientific Officer, and two other members of the Board as appointed by the Chair — one from the set of Board members appointed by BP and one from those appointed by the Alliance — shall determine if the current Chair wishes to run for re-election (multiple terms are permitted), shall identify any other candidates there might be on the Board for Chair, then shall bring the slate to the Board to vote on as per Section 3.7 of the MRA (“Procedural Matters”).

c. Term of the Vice Chair

The Vice Chair is appointed by and serves at the pleasure of the sitting Chair.

d. Committees

Committee members must be members of the Board. The Chair shall appoint and charge the chairs and members of such committees as may be deemed necessary for the operations of the Board and the success of the GoMRI. Vacancies on such committees shall be filled by the Chair. The CSO shall be an ex-officio member of all committees.

 e. Amendments

Amendments to these Bylaws may be initiated by any member of the Board and must be approved by a two-thirds majority vote of the Board as per Section 3.7 of the MRA (“Procedural Matters”).

 — END —

Appendix 1- Code of Conduct (coming soon)

Appendix 2- Section 3 of the Master Research Agreement

For specific questions, please contact