Last Updated: May 12, 2023
ARTICLE I – NAME, PURPOSE, AND GOVERNING PRINCIPLES
Sec. 1: Name
The name of this Corporation is Georgia Tech Applied Research Corporation, hereafter referred to as “the Corporation.”
Sec. 2: Purpose
The purposes of this Corporation are as stated in the Articles of Incorporation as heretofore or hereafter amended.
Sec. 3: Fiscal Year
The fiscal year of the Corporation shall be July 1 through June 30 of each year.
Sec. 4: Registered Office
In accordance with Georgia Code, the Corporation will maintain a registered office in the State of Georgia.
Sec. 5: Governing Instruments
The Corporation shall be governed by its Articles of Incorporation and these Bylaws.
Sec. 6: Nonprofit Corporation
The Corporation shall be organized and operated as a nonprofit corporation in the State of Georgia and under the provisions of the Georgia Nonprofit Corporation Code.
Sec. 7: 501(c)(3) Status and Limitations
The affairs of the Corporation at all times shall be conducted in such a manner as to ensure its status under Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these Bylaws, no Trustee, Officer, or agent of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended.
Sec. 8: Restriction of Political and Other Activities
The Corporation will comply with applicable Internal Revenue Code, including the prohibition of section 501(c)(3) organizations from directly or indirectly participating in, or intervening in, any political campaign on behalf of (or in opposition to) any candidate for elective public office.
Sec. 9: Corporate Seal
The corporate seal of the Corporation shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of the corporation.
ARTICLE II – BOARD OF TRUSTEES
Sec. 1: Board of Trustees
Affairs of this Corporation shall be managed by, or under the authority of, a Board of Trustees (“the Board”) named or elected pursuant to the Articles of Incorporation and these Bylaws.
Sec. 2: Appointment and Terms
The total number of Trustees shall be no less than ten (10) and no more than fourteen (14). These Trustees are appointed by the President of the Georgia Institute of Technology (“the Institute”) as follows:
(a) The majority of the Board of Trustees will be appointed by the President of the Institute, with consideration of expertise or representation of industries or community (“Community Trustees”). No person who is an employee of the State of Georgia or any of its departments or agencies shall be eligible for service in this category. Trustees in this category can be appointed to serve terms of three years or fewer and may serve no more than three (3) consecutive terms. The terms shall be so fixed that as nearly as possible the terms of one-third (1/3) of those Trustees in this category shall expire on June 30 of each year.
(b) The Georgia Tech Foundation, Inc. and the Georgia Tech National Alumni Association, Inc. will each nominate one Trustee to the President of the Institute for appointment among the Community Trustees with the terms of service as described in (a).
(c) The balance, and minority of the Board of Trustees, shall be appointed by the President of the Institute from among Faculty or Personnel of the Institute, the University System of Georgia, or other agencies of the State of Georgia. So long as they are employed by the Institute or agency in the role that resulted in appointment, Trustees in this category serve at the discretion of the President of the Institute with no further term limits imposed.
Sec. 3: Trustees Emeriti
The Corporation may, from time to time, appoint any number of Trustees Emeriti who shall have no vote on the Board. Trustees Emeriti do not have fiduciary responsibilities as do the current trustees. They are not obligated to attend meetings, do not count towards a quorum, and may be excluded from executive sessions of the board. The purpose and function of said Trustees Emeriti shall be to act as advisors to the Board of the Corporation. Previous service as a Trustee is a prerequisite for appointment as Emeritus/Emerita. Emeriti are appointed by a majority vote of all Trustees. The term of any Trustee Emeritus/Emerita cannot be set for a period exceeding one year, but may be renewed.
Sec. 4: Absence
To ensure regular attendance at meetings of the Board, the Executive Committee is authorized to review and may terminate the term of office of any Trustee who, on account of any cause, is absent for all regular meetings of the Board held during any consecutive twelve (12) month period. Successors for vacancies are to be appointed according to these bylaws.
Sec. 5: Resignation or Removal
Any Trustee may resign by filing a written resignation with the Executive Director or the Secretary of the Corporation and such person shall thereupon cease to be a Trustee effective as of the time stated therein, and acceptance shall not be necessary to make it effective. Any Community Trustee may be removed, with or without cause, by the affirmative vote of three-fourths (3/4) of the Trustees present at any regular or special meeting of the Board, or by action taken without a meeting as described in Article IV.
Sec. 6: Vacancies of Community Trustees
The Corporation’s President may recommend a person to complete any portion of a term left vacant by a Community Trustee. The appointment must be approved by majority vote of Trustees at any regular or special meeting of the Board, or by action other than a meeting. Any person fulfilling a vacant term may also be considered for Community Trustee, according to Section 3 of this article, and time served fulfilling a vacancy shall not count towards nor reduce the term limits set forth in that same section.
Sec. 7: Compensation
No Trustee either in such capacity or in any other capacity shall be paid any salary or any other remuneration for services, but that Trustee may be reimbursed for expense incurred to conduct the business of the Corporation. Such expense shall be approved by the Executive Director, except in the case such expense is incurred outside of the ordinary course of business of the Corporation. In such case, the expense shall be approved by resolution of the Board.
ARTICLE III – OFFICERS
Sec. 1: Board Officers and Election
The Board shall have a Chair and a Vice Chair (“Board Officers”). The Voting Trustees shall elect the Chair and Vice Chair among current Community Trustees at any regular or special meeting. The Chair and Vice Chair shall serve for a two (2) year period beginning July 1 and ending June 30 or until their successors are elected. The Chair and Vice Chair may not serve in the same office for more than two (2) two-year (2) terms.
Sec. 2: Duties of the Chair
The Chair shall preside at all meetings of the Board and of the Executive Committee. The Chair shall be the chair of the Executive Committee, in accordance with Article V. The Chair shall perform such other duties and exercise such other powers and authority as may be required of him or her by these Bylaws or assigned to the Chair from time to time by the Board.
Sec. 3: Duties of the Vice Chair
The Vice Chair shall discharge the duties and exercise the powers of the Chair in the absence or inability of the Chair. The Vice Chair shall be the chair of the Audit and Finance Committee, in accordance with Article V. The Vice Chair shall perform such other duties and exercise such other powers and authority as may be required by these Bylaws or assigned to the Vice Chair from time to time by the Board or directed by the Chair. In the absence or disability of the Chair, the Vice 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 Community Trustee shall be selected by the Board to act as temporary Chair of the meeting.
Sec. 4: Corporate Officers and Election
Officers elected by the Board in accordance with this section, need not be a Trustee and shall include a President, one or more Vice President(s), a Secretary, a Treasurer, and an Executive Director (“Corporate Officers”). Corporate Officers are responsible for the day-to-day execution of the policies and authorities established by the Board. There also may be elected, at the discretion of the Board, one or more Assistant Treasurers and Assistant Secretaries. The office of President, Secretary, and Treasurer must be held by separate persons. The term of any Corporate Officer cannot be set for a period exceeding one year, but may be renewed.
Corporate Officers must be an employee of the Institute, and termination of such employment results in immediate and ipso facto termination of corporate office.
Sec. 5: Duties of the President
The President is the chief research officer of the Corporation and shall be responsible to and report to the Board and shall have general authority over all research, engineering, technical phases, and research administration and compliance phases of the Corporation, but not including the financial affairs of the Corporation.
Sec. 6: Duties of the Vice President(s)
The Board shall elect one or more Vice Presidents with responsibilities corresponding to the operation of the Corporation, including research administration and not limited to contract administration, intellectual property management and technology licensing, or other areas of compliance or administration necessary in furtherance of the business of the Corporation. Any Vice President may act for the President in the absence of the President.
Sec. 7: Duties of the Executive Director
The Executive Director shall have and exercise general control and supervision over the financial affairs and day-to-day operation of the Corporation, and shall perform such other duties and exercise such other powers as may be assigned by the Board from time to time, including but not limited to implementing resolutions, policies, and other directives of the Board.
The Executive Director shall report directly to and be responsible to the Board and shall make an annual report to the Board with respect to the affairs of the Corporation and shall be a non-voting ex-officio member of the Board and of all standing committees.
The Executive Director shall be an employee of the Institute selected by the Board and serving full time at the pleasure of the Board to discharge the duties and responsibilities of the Executive Director. The contract between the Corporation and the Institute to supply an individual to discharge the duties of the Executive Director shall be renewable each year as long as the Board of the Corporation re-elects the individual so supplied as the Executive Director pursuant to Section 4 of this Article.
The Executive Director’s salary and fringe benefits shall be reimbursed to the Institute by the Corporation. The Executive Director will receive a total compensation of $1.00 per year from the Corporation in order to facilitate the discharge of the duties and responsibilities of that office.
Sec. 8: Duties of the Secretary
The Secretary shall attend all meetings of the Board of Trustees and record, or cause to be recorded, all votes, actions and the minutes of all proceedings and shall perform, or cause to be performed, like duties for the executive and other committees when required. The Secretary shall perform such other duties and have such other authority and powers as the Board may from time to time prescribe or as the President may from time to time delegate.
If the Board elects any Assistant Secretary in accordance with Section 10 of this article, any Assistant Secretary may act for the Secretary in the absence of the Secretary.
Sec. 9: Duties of the Treasurer
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.
The Treasurer shall make full report of the financial condition of the Corporation for the annual meeting of the Board and shall make such other reports and statements as may be required or assigned by the Board, President, Vice President, Executive Director, or by the laws of the State. The Treasurer shall perform all other duties required by virtue of the office.
If required by the Board, the Treasurer shall give the Corporation a bond in such form and with such surety or sureties as shall be satisfactory to the Board.
If the Board elects any Assistant Treasurer in accordance with Section 10 of this article, any Assistant Treasurer may act for the Treasurer in the absence of the Treasurer.
Sec. 10: Other Officers and Assistant Officers
The Board may establish or abolish from time to time such other Board Officers, Corporate Officers, or agents as they shall deem necessary to carry out the functions of the Board and/or the Corporation.
Sec. 11: Delegation of Duties of Board Officers
Notwithstanding any other provision of these Bylaws, in case of the absence of any Board Officers or any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officers to any member of the Board, provided a majority of the Board concurs therein.
Sec. 12: Delegation of Duties of Corporate Officers
Notwithstanding any other provision of these Bylaws, in case of the absence of any Corporate Officers, the Executive Director may delegate the powers or duties to another Corporate Officer or Institute employee.
Sec. 13: Removal of Officers
The Officers of the Corporation shall hold office until their successors are elected. Any Officer or agent elected or appointed by the Board may be removed at any time, without cause, by the affirmative vote of a majority of the whole of the Board.
ARTICLE IV – MEETINGS OF BOARD
Sec. 1: Regular Meetings
There shall be no less than two regular meetings of the Board of the Corporation per Fiscal Year. Meetings shall be scheduled by the Chair, in coordination with Institute personnel, and should consider availability of annual financial information and operational continuity. Meetings shall be held at such place as the Chair may elect. The first meeting of the fiscal year will be the annual meeting.
Sec. 2: Special Meetings
Special meetings of the Board may be held at any time or place, in accordance with Georgia Code, and upon call of the Chair of the Board, the President, the Executive Director, or any four (4) members of the Board. The Secretary shall give, or cause to be given, 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: Fair and Reasonable Notice
The Corporation will provide notice of regular and special meetings, in accordance to fair and reasonable doctrines defined in Georgia Code, pertaining to Nonprofit Corporation meetings. Failure to receive notice of any meeting by any Board member shall not invalidate the meeting.
Sec. 4: Technology Used for Delivery of Written Notice
Any written notice provided for or required to be given by these Bylaws, the Articles of Incorporation, or by law, may be given via electronic mail unless prohibited by applicable laws.
Sec. 5: Quorum, Attendance, Voting, and Waiver of Notice
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 Articles of Incorporation, as provided in Article X.
Each member of the Board present shall have one vote and each member may cast a 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 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, including a waiver of the time, place and purpose thereof, which waiver may be executed before, during or after such meeting.
Sec. 6: Technology Used for Remote Attendance and Participation
Attendance at meetings may be supported wholly or partially by means of remote communication and a person who, through those means, establishes a communications link to a meeting, or votes at such a meeting, shall be deemed to be present at that meeting.
Sec. 7: Action Taken Without Meeting
Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by not less than a majority of the members of the Board. Such consent shall have the same force and effect as a majority vote at a meeting duly called. The signed consent, the electronic consent, or a signed copy, shall be placed in the corporate records. An email or similar transmission by a Trustee, an electronic signature on a portable electronic document, or a photographic or similar reproduction of a writing signed by a Trustee, shall be regarded as signed by the Trustee for this purpose. Action by consent must be compliant with Georgia law.
Sec. 8: National Security Interests in the Conduct of Meetings and Business
The President of the Corporation, one Corporate Officer designated by the President of the Corporation, and the 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. Such individuals with a National Security Clearance will be responsible for informing the Board of any necessary corporate operating information in an unclassified manner.
The Facility Security Officer is employed by the Institute to supervise the Industrial Security processes required for compliance with U.S. government cognizant security agencies.
ARTICLE V – COMMITTEES
Sec. 1: Executive Committee
An Executive Committee shall be appointed by the Board consisting of the Chair and Vice Chair of the Board 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 Community Trustees. In the event of the absence or disability of both the Chair and Vice Chair of the Board, another Community Trustee of the Board shall be selected by the Committee to act as temporary Chair of the meeting.
The Executive Committee shall advise the Board on matters within its special competence and undertake special projects in furtherance of the purposes of the Corporation. Between meetings of the Board, the Executive Committee may exercise all the powers of the Board except that it shall not have the authority: (1) to elect, appoint or remove Trustees or officers; (2) to amend the Bylaws or the Articles of Incorporation; (3) to approve any appropriation or grant which results in an increase in the total annual approved budget; or (4) have the power to dissolve the Corporation or sell all or substantially all of its assets.
All commitments made by the Executive Committee between Board meetings are subject to final approval by the Board. The Executive Committee shall report to the Board at the next regularly scheduled meeting all decisions made by it since its last report to the Board.
This committee may also execute additional duties defined in policies and procedures, or at the discretion of the Chair of the Board.
Sec. 2: Audit and Finance Committee
An Audit and Finance Committee consisting of not less than three Trustees including the Vice Chair of the Board who shall serve as the Chair of the Audit and Finance Committee, one Designated Trustee, and one or more Community Trustees selected by the Chair will be appointed.
The financial affairs of the Corporation shall be subject to an annual audit by an external Certified Public Accountant engaged by the Executive Director with the approval of the Audit and Finance Committee and following a solicitation for bids in a manner consistent with the procurement policies of the Institute. This Committee shall meet with the Corporation’s auditors not less than annually to review the audit, letter to management, and management responses. The Audit and Finance Committee shall report its meeting to the Board not less than annually.
This committee may also execute additional duties defined in policies and procedures, or at the discretion of the Chair of the Board.
Sec. 3: Ad Hoc Committees
Ad hoc committees may be appointed from time to time by the Chair from among Trustees and may be dissolved by the Chair or by the Board.
Sec. 4: Committee Meetings
Committee meetings shall be held on call of the Committee Chair or upon call of any three (3) members of the Committee. Matters of fair and reasonable notice of meetings, technology used for remote attendance or participation, and actions other than meeting will be guided by Article III of these bylaws. Matters of quorum, attendance, voting, and waiver of notice shall be guided by Article III of these bylaws, but whereby determination of quorum, of majority and also identification of qualified members relies on those appointed to the committee rather than the whole of the Board.
ARTICLE VI – SIGNATURE AUTHORITY
Sec. 1: Signature Authority for Contracts, Licenses, and Similar Instruments
All contracts, licenses, research administration or compliance instruments or certifications, or other business documents executed or issued in the name of this Corporation shall be signed in such manner as may from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by any two among this Corporation’s Officers, where one must be the President or a Vice President.
Sec. 2: Execution of Checks, Drafts, Deposits, Receipts, Disbursement of Funds, and Similar Instruments
All deposits, receipts, disbursement of funds, checks, drafts, promissory notes, orders for the payment of money, evidence of indebtedness of the Corporation, deeds, leases, transfers, bonds, notes, and other obligations made, accepted or endorsed by the Corporation shall be signed in such manner as may from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by any two among this Corporation’s Officers, where one must be the Executive Director or Treasurer.
ARTICLE VII – STANDARDS OF CONDUCT
Sec. 1: Standard of Conduct
Each Trustee and Officer shall discharge his or her duties as such, including his or her duties as a Committee member, in a manner that person believes in good faith to be in the best interests of the Corporation and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
Sec. 2: Conflict of Interest
The Board shall adopt and its Trustees, the Officers and those authorized to act on behalf of the Corporation shall abide by policies to protect the interest of the Corporation in transactions or arrangements that might personally benefit any such Trustee, Officer or agent.
ARTICLE VIII – INDEMNITY
Sec. 1: 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, or agent of the Corporation, 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 and 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 IX – DISSOLUTION
Sec. 1: Dissolution
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 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 Institute’s contracts shall be paid over to the Institute, to be held and used for the research program.
ARTICLE X – AMENDMENTS
Sec. 1: Amendments
These Bylaws or the Articles of Incorporation may be altered or amended in whole or in part at any annual or regular 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, or by action taken without a meeting as defined in Article IV. All amendments to the Bylaws shall require the affirmative vote of at least a majority of the members of the Board, whether in person or in writing, as provided in Article IV.