Bylaws

ARTICLE I - PURPOSE

The purposes of this Corporation are as stated in the Charter of the Corporation as heretofore or hereafter amended.

ARTICLE II - SEAL
The corporate seal shall have inscribed thereon the name of the Corporation and the words "Corporate Seal".

ARTICLE III - BOARD OF TRUSTEES
Affairs of this Corporation shall be managed by, or under the authority of, a Board of Trustees named or elected pursuant to the Charter. The term of each member of the Board of Trustees appointed by the President of the Georgia Institute of Technology shall be subject to the will of said President, as set forth in the Charter, and the term of each other member of the Board of Trustees shall be determined by the entity of person electing such member; provided, however, that no person may be elected for a term of more than three years and no Trustee may serve more than two consecutive three (3) year terms except for the President of the Georgia Institute of Technology and his or her direct appointees.B No person who is an employee of the State of Georgia or any of its departments or agencies shall be eligible for service as a member of the Board of Trustees of this Corporation, except the President of the Georgia Institute of Technology and his or herB appointees.

To ensure regular attendance at meetings of the Board of Trustees, any member thereof who, on account of other pressing business, continuing sickness, or any other cause, is absent for three consecutive meetings of the Board, will be expected to submit his or her resignation as a member of the Board.

In addition to the active members of the board of Trustees provided for herein and in the Charter, the Board of Trustees of this Corporation may, from time to time, appoint and designate any number of "Trustees Emeritus" who shall have no vote on the Board of Trustees and whose presence at the meeting of said Board shall not be counted toward a quorum. The purpose and function of said Trustees Emeritus shall be to act as advisors to the Board of Trustees of Georgia Tech Research Corporation. No person shall be appointed a Trustee Emeritus unless he or she shall have permanently retired from his or her normal professional occupation and unless he or she shall have been unanimously selected by the Board of the Corporation, and unless he or she shall have previously served on the Board of Trustees of this Corporation.

ARTICLE IV - MEETINGS OF BOARD
Sec. 1: There shall be two regular meetings of the Board of Trustees of the Corporation. The first meeting of each fiscal year shall take place within forty-five (45) days after the end of the first quarter, i.e. between October 1 and November 14, or as soon thereafter as deemed practical by the Chair. The second shall take place within forty-five (45) days after the end of the third quarter of the fiscal year, i.e. between April 1 and May 15, or as soon thereafter as deemed practical by the Chair. Meetings shall be held at such place as the Chair may elect. The first meeting of the fiscal year will be the annual meeting. Notice of such meetings shall be given by mailing notices thereof at least five (5) days in advance to each member of the Board of Trustees.

Sec. 2: Special meetings of the Board of Trustees may be held at any time or place upon ten (10) days written notice to the Board upon call of the Chair of the Board or any four (4) members of the Board. The Secretary shall give written notice to each member of all meetings of the Board, and in case of a special meeting, shall state the purpose of the meeting. Failure to receive notice of any meeting by any Board member shall not invalidate the meeting.

Sec. 3: At all meetings of the Board an attendance of a majority of all the then qualified members shall constitute a quorum and a majority of such quorum may take any action which the Board is empowered to take, excepting amendments to the Bylaws or Charter, as provided in Article XI hereof. Each member of the Board of Trustees present shall have one vote and each member may cast his or her vote on any question, including voting for themselves to hold office or other position or assignment. If the number of members stated herein as constituting a quorum shall not be present at any meeting, any absent member may signify in writing his or her assent to any action or resolution proposed at such meeting and the same shall be considered as a vote thereon as fully as though the member were present at the meeting, and for purposes of a quorum such written consent by the member shall constitute the member as being present at the meeting. Attendance by any member of the Board of Trustees at a meeting shall serve as a waiver of notice of such meeting as to such member attending. Any member may waive, in writing, notice of any meeting, regular or special, including a waiver of the time, place and purpose thereof, which waiver may be executed before, during or after such meeting.

Sec. 4: The Senior Management Official and Facility Security Officer will maintain an approved National Security Clearance at the top secret level in order to be informed on all matters as appropriate for any classified projects conducted by the Corporation.B Such individuals with a National Security Clearance will be responsible for informing the Board of any necessary corporate operating information in an unclassified manner.

Sec. 5: Meetings of the Executive Committee may be held upon call of the Chair or any member of the Executive Committee, the President, Vice President for Research, General Manager, or Treasurer. Such meetings shall generally take place on the campus of Georgia Institute Technology, or at such place as may be designated by the Chair, or by teleconference. The Secretary shall give written notice to each member of all meetings of the Executive Committee, and shall state the purpose of the meeting. Failure to receive notice of any meeting by any Executive Committee member shall not invalidate the meeting.

ARTICLE V - OFFICERS
Sec. 1: The Officers of the Corporation elected by the Board shall be a Chair of the Board, a Vice Chair, a President, and a Vice President for Research, a General Manager, a Secretary and a Treasurer. There may be a General Counsel elected at the discretion of the Board and upon recommendation by the General Manager or President. There also may be elected, at the discretion of the Board, one or more Assistant Treasurers and Assistant Secretaries. One person may be elected to hold two offices, except the same person may not be both President and Secretary, and the term of any officer cannot be set for a period exceeding one year.

Sec. 2: The Chair of the Board, Vice Chair of the Board, and the President must be elected from members of the Board.

Sec. 3: All Officers shall serve until the next annual meeting or until their successors are elected and qualified. All Officers shall serve without salary except where salary is specifically fixed by the Board of Trustees or Executive Committee. Any of said Officers may be removed at any regular of special meeting of the Board of Trustees, with or without cause, by the affirmative vote of not less than two-thirds of the members thereof. In the event of a vacancy in any of the said offices, the Board of Trustees may elect a successor to serve the unexpired term.

Sec. 4: The Chair of Vice Chair must reside within a reasonable commuting distance of Atlanta, Georgia. The Chair may not serve more than two (2) consecutive terms.

ARTICLE VI - DUTIES OF OFFICERS
Sec. 1: The Chair of the Board of Trustees shall be elected from among those members of the Board of Trustees who have been appointed to their respective positions on the Board either by the Georgia Tech Foundation, Inc., by the Georgia Tech Alumni Association, Inc., or as members from Industry-at-Large, and shall preside at all meetings of the Board of Trustees.

Sec. 2: The Vice Chair shall be elected from among those members of the Board of Trustees who have been appointed to their respective positions on the Board either by the Georgia Tech Foundation, Inc., by the Georgia Tech Alumni Association, Inc., or as members from Industry-at-Large, and in the absence or disability of the Chair, shall perform the duties and exercise the powers of the Chair. In the event of the absence or disability of both the Chair and Vice Chair, another regular member of the Board, who shall have been appointed by either the Georgia Tech Foundation, Inc., the Georgia Tech Alumni Association, Inc., or as a member from Industry-at-Large shall be selected by the Board to act as temporary Chair of the meeting.

Sec. 3: The President shall be elected by the Board of Trustees; however, he/she shall be the same person as the incumbent, President, Acting President, or Senior Executive reporting directly to the President of the Georgia Institute of Technology. The President of the Corporation shall be responsible to and report to the Board of Trustees and shall have general authority over all research, engineering, and technical phases of the Corporation, but not including the financial or business affairs of the Corporation, and shall be the medium of communication between the Georgia Institute of Technology on the one hand and the Board of Trustees on the other.

Sec. 4: The Vice President for Research shall be elected by the Board of Trustees, and shall be the ViceB President for Research of the Georgia Institute of Technology or such other person employed by Georgia Tech, regardless of their title, responsible for sponsored research policy formulation and implementation at the Georgia Institute of Technology. The Vice President for Research shall act for the President in the absence of the President and shall be the principal liaison between the Georgia Institute of Technology and the Board of Trustees.

Sec. 5: The General Manager shall have and exercise general control and supervision over the financial and business affairs of the Corporation, and shall perform such other duties and exercise such other powers as may be assigned to him/her by the Board of Trustees from time to time. The General Manager shall report directly and be responsible to the Board of Trustees for the operation of all business and financial phases of the operation of the Corporation. The General Manager may either be (1) an employee of the Corporation, in which event he/she shall be the only officer of the Corporation who receives compensation for his/her services from the Corporation and he/she shall not receive salary or other compensation from Georgia Institute of Technology or any other source; except, he/she may also be an officer of Georgia Institute of Technology with total compensation not to exceed $1.00 per year in order to facilitate coordination of the work of the two institutions or (2) an employee of the Georgia Institute of Technology selected by the Board of Trustees and serving full time at the pleasure of the Board to discharge the duties and responsibilities of the General Manager, in which event his/her salary and fringe benefits shall be reimbursed to Georgia Institute of Technology by the Corporation and he/she shall be elected by the Board of Trustees as the General Manager of the Corporation with total compensation from the Corporation of $1.00 per year in order to facilitate the discharge of the duties and responsibilities of that office. The contract between the Corporation of Georgia Institute of Technology to supply an individual to discharge the duties of the General Manager would be renewable each year as long as the Board of Trustees of the Corporation re-elects the individual so supplied as the General Manager pursuant to Article V, Section 1. Any person serving as General Manager, regardless of whether he/she is an employee of the Corporation or Georgia Institute of Technology, shall report directly to and be responsible to the Board of Trustees rather than to the President. The General Manager shall select and have general supervision responsibilities for all personnel compensated by the Corporation. He/She shall be the medium of communication between the employees compensated by the Corporation on the one hand and the Board of Trustees on the other hand, and shall be responsible for the carrying out of all the orders and resolutions of the Board of Trustees and the Executive Committee. The General Manager shall make an annual report to the Board of Trustees with respect to the affairs of the Corporation and shall discharge such duties as are imposed upon him/her from time to time by the Board of Trustees or the Executive Committee. The General Manager ex-officio be a member of the Board of Trustees and of the Executive Committee but shall not have a vote as such ex-officio member. He/She shall be ex-officio a member of all standing committees.

Sec. 6: The Secretary shall keep full minutes of all meetings of the Board of Trustees and of the Executive Committee in a permanent book provided for such minutes, shall present such minutes at the proper subsequent meeting, shall issue all calls for meetings and notify all Officers and Trustees of their election, and perform such duties as may be incidental to his/her office or properly be assigned to him/her by the Board. The Secretary shall have custody of the corporate seal and the corporate records, and shall be responsible for their safekeeping. In the absence of or disability of the Secretary, the Assistant Secretary shall posses all of the powers and perform all of the duties of that office. If there be more than one Assistant Secretary, they shall act in order of their election in place of the Secretary.

Sec. 7: The Treasurer shall keep, or cause to be kept, full and accurate accounts in books belonging to the Corporation showing the transactions of the Corporation, its accounts, receipts, expenditures, assets, liabilities, and financial condition, and shall see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers, and shall deposit all monies and other valuable securities in the name of and to the account of such Corporation in such depositories as may be named by the Board of Trustees.

The Treasurer shall make full report of the financial condition of the Corporation for the annual meeting of the Board of Trustees and shall make such other reports and statements as may be required of him/her by the Board of Trustees, the Vice President, General Manager, or by the laws of the State. The Treasurer shall perform all other duties required of him/her by virtue of his/her office.

If required by the Board of Trustees, the Treasurer shall give the Corporation a bond in such form and with such surety or sureties as shall be satisfactory to the Board of Trustees. In the absence or disability or refusal to act of the Treasurer, the Assistant Treasurer, or if none are available, the Secretary shall possess all the powers and perform all the duties of that office. If there be more than one Assistant Treasurer, they shall act in order of their election in the place of the Treasurer.

Sec. 8: The General Counsel shall provide legal advice to the General Manager, Officers of the Corporation, and their designees related to intellectual property and contract disputes, interpretation and drafting, as well as litigation matters. The General Counsel will coordinate with the Corporation’s outside counsel on related matters.

ARTICLE VII
Sec. 1: An Executive Committee may be appointed by the Board of Trustees consisting of the Chair and Vice Chair of the Board of Trustees who shall act as Chair and as Vice Chair, respectively, of the Executive Committee, the President, and not less than (1) nor more than three (3) other members of the Board. The majority of the Executive Committee must be composed of Trustees who are not employees of the Institute. In the event of the absence or disability of both the Chair and Vice Chair of the Board, another regular member of the Board, who shall have been appointed by either Georgia Tech Foundation Inc., The Georgia Tech Alumni Association, Inc., or as a member of the Board form Industry-at-Large, shall be selected by the Committee to act as temporary Chair of the meeting. During the intervals between the meetings of the Board of Trustees, the Executive Committee shall posses and may exercise all the powers of the Board of Trustees in the management of the affairs of the Corporation, in all cases in which specific directions shall not have been given by the Board of Trustees, subject to the limitations contained in Article XI of these Bylaws, and provided that no appropriation or grant is made which results in an increase in the total annual approved budget. Meetings of the Executive Committee shall be held on call of the Chair of the Board or upon call of any three (3) members of the Executive Committee upon three (3) days written notice. Attendance by any member of the Executive Committee at a meeting shall serve as waiver of notice of such meeting as to such member attending. Any member may waive in writing any notice of any meeting, regular or special, including a waiver of the time, place, and purpose thereof, which waiver may be executed before, during or after such meeting. Meetings of the Committee may be held at any time and place for the transaction of any business which may be brought before the meeting by unanimous consent of all members of the Committee. A majority of the members of the Committee shall constitute a quorum and a majority of the members voting at any committee meeting shall decide its action. A minority of the committee present at any duly called meeting may, in the absence of a quorum, adjourn from time to time, but shall not transact any business until a quorum has been secured. All minutes of meetings of the Executive Committee shall be sent to each Board member within fifteen (15) days of the Executive Committee meeting and presented at the next scheduled meeting of the Board.

Sec. 2: An Audit Committee consisting of not less than three Trustees including the Vice Chair of the Board of Trustees who shall serve as the Chair of the Audit Committee, a Trustee appointed directly by the President, and one or more other members selected by the Chair will be appointed. The financial affairs of the corporation shall be subject to an annual audit by a Certified Public Accountant engaged by the General Manager with the approval of the Audit Committee and following a solicitation for bids in a manner consistent with the procurement policies of Georgia Institute of Technology. The Audit Committee shall meet with the Corporation's auditors not less than annually to review the audit, letter to management, and management responses. The Audit Committee shall report its meeting to the full Board of Trustees not less than annually.

ARTICLE VIII
Sec. 1: Except as expressly set forth in Sec. 2 of this Article, all deeds, notes and other contracts on behalf of the Corporation shall be signed by the President, Vice President for Research, or General Manager, or such other Officer or employee, if any, designated by the Board from time to time to act as Assistant to the Vice President for Research or the General Manager, signing with the Secretary, Treasurer, Assistant Secretary or Assistant Treasurer.

Sec. 2: The President, Vice President for Research or the General Manager, or such other Officer or employee, if any, designated by the Board from time to time to act as Assistant to the Vice President for Research or the General Manager, may sign the following types of U.S. Government contracts without necessity of a co-signature by the Secretary, Treasurer, Assistant Secretary or Assistant Treasurer:

Acceptance notices for individual delivery orders issued by a U.S. Government Agency under a Basic Ordering Agreement entered into by and between such U.S. Government Agency and the Corporation.

Applications for U.S. Government grant funding, which by the written procedures of the funding U.S. Government Agency, will require no formal acceptance by the Corporation in such Agency makes an award to the Corporation.

U.S. Government classified program agreements issued under a "Special Access Required" agreement which allows only persons "read into" the program to sign, where such classified program agreement has the prior verbal approval of the Secretary, Assistant Secretary, or Treasurer of the Corporation.

Non-Disclosure and Confidentiality Agreements, Material Transfer Agreements, Copyright and Invention Assignments where there is pre-existing approval for such assignments, Beta Test Agreements, Evaluation Agreements, Confirmatory Licenses and Employee Intellectual Property Assignment agreements provided that all such agreements conform to Georgia Tech Research Corporation policies and are of a standard format previously approved by the President, Vice President for Research, or the General Manager.

Close-out documents for terminated grants and contracts provided that all terms and conditions of the agreement have been satisfied and payments due to Georgia Tech Research Corporation have been received.

Sec. 3: The Board shall designate given authority to sign checks, drafts and like instruments of the behalf of the Corporation.

ARTICLE IX
In event of liquidation of the Corporation, for any reason, the corpus of the Corporation (including all Capital having arisen from contribution, all accumulated income not attributable to a contract with the Board of Regents, and all surplus reserves) shall be paid over to the Georgia Tech Foundation, Inc., upon the agreement that such funds will be he held and used for the charter purposes of the Georgia Tech Foundation, Inc., subject, however, to any special trust which applies to any of such corpus and to such conditions or directions as may be imposed by any Court having jurisdiction over such liquidation.

Upon liquidation of the Corporation, for any reason, all funds remaining in reserves allocated to research under the agreement with the Board of Regents which have resulted from Georgia Institute of Technology contracts shall be paid over to the Georgia Institute of Technology, to be held and used for the research program.

ARTICLE X - INDEMNITY
Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Corporation), by reason of the fact that he or she is or was a Trustee, Officer, employee or 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 corporation, partnership, joint venture trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith in a manner reasonably believed to be in or not opposed to the best interest of the Corporation, (and with respect to any criminal action or proceedings, if he or she had no reasonable cause to believe his or her conduct was unlawful), to the maximum extent permitted by an in the manner provided by the Georgia Nonprofit Corporation Code, and, if applicable, Section 4941 of the United States Internal Revenue Code of 1954, as amended.

ARTICLE XI - AMENDMENT TO BYLAWS
These Bylaws may be altered or amended in whole or in part at any annual meeting, or at any special meeting provided the notice of such proposed amendments shall have been included in the notice of call of the meeting, but all amendments to the Bylaws shall require the affirmative vote of at least a majority of the members of the Board of Trustees, whether in person or in writing, as provided in Article IV.

Bylaws amendment adopted June 11, 2011