GTRC Articles of Incorporation

Last Amended and Renumerated: May 12, 2023.

  1. The name of the corporation is: Georgia Tech Research Corporation.
  2. The corporation shall be a nonprofit corporation and shall have no capital stock and no shareholders.
  3. The corporation shall have perpetual duration.
  4. The corporation is organized and shall be operated exclusively for scientific, literary and educational purposes, or any one or more of any such stated purposes. The corporation may conduct schools and engage in other methods of education, conduct laboratories, engage in scientific research, and distribute and disseminate information resulting from research. Such scientific research may be engaged in for others, and also by others in behalf of the corporation. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.

    No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
  5. The affairs of the corporation shall be managed by a Board of Directors, which shall be called a Board of Trustees and which shall have full and complete power to conduct all of the business and affairs of the corporation. The Corporation may fix, or from time to time amend, the number of Trustees, terms of service, and method of appointment or election in its Bylaws within the limits permitted by law.
  6. The Board of Trustees shall have the power to adopt any bylaws regarding the corporation, not contrary to law or provisions of these Articles of Incorporation.
  7. The Corporation’s assets shall be permanently dedicated to an exempt purpose, in accordance with Internal Revenue Code Section 501(c)3. The Board will direct, by its bylaws, the manner for dissolution and distribution of assets in accordance with Internal Revenue Code Section 501(c)3 and applicable state and federal laws.
  8. The corporation shall have all the powers now or hereinafter enumerated in Section 14-3-302 of the Georgia Nonprofit Corporation Code.

See also: State of Georgia Corporations Division for History of Filings