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ARTICLE I: NAME.

The name of this corporation shall be the Association of University Technology Managers, a Connecticut not-for-profit corporation (the “Association”).

ARTICLE II: OFFICES.

The Association shall maintain a registered office and a registered agent within the State of Connecticut, and may have such other offices within or outside the State of Connecticut as the Board of Directors may determine from time to time. 

ARTICLE III: PURPOSES.

The purposes of the Association are to promote, support and enhance the global academic technology transfer profession through internal and external education, training and communication.

ARTICLE IV: MEMBERSHIP

Regular Member: A person directly or indirectly engaged in the field of technology transfer and paying the dues as required by the Association. Initial dues will not be pro-rated.

Each Regular Member shall be entitled to all the rights and privileges of membership, including the right to vote, in person or by proxy, at all meetings of the membership, except as herein otherwise provided.

Student Member: A person who is a full-time student or fellow in an institution of higher education, or a resident in a resident-training program at a teaching hospital and paying the dues as required by the Association. Initial dues will not be prorated.

Student Members: a) shall be eligible to attend all regular and special meetings of the membership; b) shall be eligible to serve on any committee as a voting member of the committee; c) shall not be eligible to vote on motions proposed in regular and special Association meetings or in any election of Board of Director Members; d) shall not be eligible to serve as Board of Director Members; e) shall not be eligible to attain Member Emeritus status.

Electronic Member:  A person who resides or works in a developing economy and who is eligible for Regular Membership.

Electronic Member status will be granted upon application for membership in the manner prescribed by the Board of Directors and payment of dues online.

Electronic Members may access all the electronic resources available to Regular Members but do not receive member discounts to the Annual Meeting, regional meetings, professional development meetings, courses, job postings and marketplace purchases.

Member Emeritus: A member who has retired from full-time employment and has been a member in good standing for at least 15 years, may request, or be nominated for, Member Emeritus status. Upon approval of the Board of Directors, this individual shall attain the status of Member Emeritus.

Members Emeritus: a) shall be entitled to one vote, in person or by written proxy, at all meetings of the membership; b) shall be eligible to serve on any committee as a voting member of the committee; c) shall be eligible to vote on motions proposed in regular and special Association meetings or in any election of Board of Director Members; d) shall be eligible to serve on the Board of Director; and e) shall not pay dues.

The terms Regular Member, Student Member, Electronic Member and Member Emeritus, collectively “Members”, shall be used in these Bylaws as defined in Article IV. Membership, whether capitalized or not, shall include all categories of membership.           

Resignation. Members may resign from the Association by giving written notice to the Association. Any member resigning from the Association shall be responsible for all billed and unbilled dues and assessments related to the full current fiscal year of the Association.

Termination of Membership. Membership in the Association may be terminated or suspended for cause. Sufficient cause for such termination or suspension of membership shall be a violation of the bylaws or any rules of the Association. Termination or suspension shall be by majority vote of the Board of Directors; provided, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel in accordance with procedures adopted by the Board of Directors. In addition, the membership of any member who becomes ineligible for membership or who shall be in default in the payment of any dues or assessments shall be terminated automatically. In special circumstances, such termination may be delayed by the Board of Directors.

ARTICLE V: DUES

The initial and annual dues and assessments for Association members, and the time for paying all dues and assessments, shall be determined from time to time by the Board of Directors.

ARTICLE VI: MEETINGS OF MEMBERS

Action may be taken by the vote of a majority of the voting Members present and voting in person or by written proxy. No business shall be conducted at any meeting unless a majority of the Board of Directors is present in person.

There shall be an Annual Meeting of the membership on a date and at a place to be designated by the Board of Directors, either within or without the state of incorporation, for such business as may be properly brought before the Members. The Board of Directors may from time to time call special meetings of the membership. Notification of regular and special meetings shall be presented in writing and may be delivered by electronic means, to the membership at least 30 days prior to the scheduled meeting date. Such notification shall include information on items on which action is to be taken by the voting Members.

At each Annual Meeting there shall be presented to the Members, and filed with the official minutes of the meeting, a report of at least the Vice President for Finance and the Vice President for Membership.

ARTICLE VII: THE BOARD OF DIRECTORS           

• The Board of Directors (hereinafter "Board") shall be comprised of at least nine (9) and no more than sixteen (16) individuals (herein after referred to as “Board Members”) who are members of the association.  At least 2/3 of the Board shall be individuals employed by an academic, teaching, governmental, non-profit research entity, or a related organization of such an entity established for the purpose of facilitating academic technology transfer, or an international counterpart thereof.  The Board will determine from time to time what, if any, specific positions will comprise the Board Structure based on the needs of the membership and strategic direction of the association. Any changes to the Board structure will be announced to the membership immediately along with a description of any revised nomination or election process if applicable. The Board will include at least the following officers: President, Immediate Past President, President-Elect and Vice President for Finance. With the exception of the President, President-Elect and the Immediate Past President, all Board members shall serve two-year terms which will be staggered so that at least one-third will be elected each year. The President-Elect shall serve for a period of one (1) year immediately after which the President-Elect shall assume the office of the President for a one (1) year term at the end of which the President shall become the Immediate Past President and shall serve a one (1) year term on the Board.  Board members shall take office at the annual meeting and shall serve for their designated terms or until their successors are duly nominated, qualified and take office. The positions of the President, the President-Elect, the Immediate Past President and any Board member with oversight of public policy or advocacy activities may only be held by an individual employed by an academic, teaching, governmental, non-profit research entity, or a related organization of such an entity established for the purpose of facilitating academic technology transfer, or an international counterpart thereof.
• The Board shall hold a meeting at the same place as, and either immediately prior to, during or immediately after, the Annual Meeting of the Association. Other meetings of the Board shall be held at such times and places, within or without the state of incorporation, as the Board may decide, or at the call of the President, or upon the written request of a majority of the Board addressed to the Vice President for Finance. Notice of such meetings shall be delivered no less than five days in advance of the scheduled meeting, and may be delivered by electronic means.  The Board may invite relevant guests and staff to attend Board meetings at the Board’s discretion. The functions and responsibilities of the Board shall include advice and counsel to the President on all matters affecting the Association's activities; ongoing liaison with and annual review of committee activities; review and approval of the Association's major financial activities, including the annual budget; review and recommendation of new programs for the Association; nomination of candidates for Board positions; review and recommendation of changes in the Association's policies and procedures; and supervision of the Association's business affairs. Board Members shall work with and provide oversight to committees as described by Association policy. Reporting structure within the Board of Directors shall be as described by Association policy. 
  
  Fifty-one percent (51%) of the Board present in person shall constitute a quorum for the purpose of transacting business at any meeting of the Board, but in the absence of a quorum, those present at the time and place set for the meeting may take an adjournment, from time to time until, without further notice, a quorum shall be present. The affirmative vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board.
  
  In the event of death, resignation, inability of the President to perform his or her duties, or becoming employed by a for-profit entity, the President-Elect shall assume the responsibilities of the President immediately and shall serve as President for the remainder of the former President’s term and his or her scheduled term as President.
  
  In the event of the death, resignation, inability of the President-Elect to perform his or her duties, or becoming employed by a for-profit entity, the Nominating Committee shall recommend to the Board, and the Board shall nominate a new President-Elect for election by the voting Members.
  
  In the event of the death, resignation, inability of the Immediate Past President to perform his or her duties, or becoming employed by a for-profit entity, the President-Elect shall assume the responsibilities of the Immediate Past President immediately and shall discharge them until the start of his or her scheduled term as President.
  
  In the event of the death, resignation, inability of any other Board member to perform his or her duties, or in the event of the unscheduled vacancy of such office, the Board shall have the power to appoint an interim successor to serve either for the balance of the term or until the vacancy can be filled at the next election, regardless of whether the Board member vacating the office is in the first (1st) or second (2nd) year of the two (2) year term.
  
  Any action to be taken at a Board of Directors meeting may be taken without a meeting if consent in writing, setting forth the action to be taken, shall be signed by all the Directors entitled to vote thereon.
  
  The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating by this means is deemed to be present in person at the meeting.
• An Executive Committee shall be composed of, at a minimum, the President, President-Elect, Immediate Past President and the Vice President for Finance. The President may appoint additional Board members to the Executive Committee on an ad hoc basis. The President may convene a meeting of the Executive Committee when in his or her judgment an urgent and serious circumstance requires a timely decision, and/or action, on behalf of the Board and in the interest of the Association. In such circumstances, the Executive Committee may make decisions and take actions on behalf of the Board. Any such decisions or actions shall require the unanimous consent of all members of the Executive Committee. In addition, the President may convene a meeting of the Executive Committee for the discussion of routine business between meetings of the Board. In such circumstances, the executive committee may make such recommendations or take such actions as have been authorized by the Board. Any and all actions of the Executive Committee shall be reported to the Board within thirty (30) days.
  
  In the event of death, resignation, inability of any member of the Executive Committee to perform his or her duties, the President, or Board member assuming the responsibilities of the President, shall appoint another Board member to assume relevant responsibilities for Executive Committee purposes.
• Detailed job descriptions of the respective Board positions will be determined by the Board and presented to membership from time to time and as Board structure changes. These job descriptions will provide details regarding the responsibilities of that particular position as well as any specifics regarding performance. However, at a minimum the following responsibilities will be fulfilled by the individuals in the following positions:
  
  President: The President shall be the chief executive officer of and shall represent the Association. The President shall preside at all meetings of the Association. The President shall have the power to make, as directed by and subject to the approval of the Board, contracts for and in the name of the Association. The President shall have the power to create ad hoc committees and appoint members thereof and perform such other duties as are usually required by the President's office or as may be delegated to the President by the Board. The President shall be, ex officio, a member of all standing and special committees.
  
  President-Elect: The President-Elect shall assume the office of the President when the incumbent President's term of office expires. The President-Elect shall assume the duties of the President in his or her absence or inability to act.
  
  Immediate Past President: The Immediate Past President shall chair the Nominations and Awards Committee.
  
  Vice President for Finance: The Vice President for Finance shall oversee the collection of dues, receipt of all revenue and other assets belonging to the Association, disbursement of same reasonably within the budget approved by the Board including but not limited to maintenance of accurate and current books of account of the Association. The Vice President for Finance shall be responsible for preparation of an annual budget for the coming year for review and approval by the Board prior to the start of the fiscal year and shall function as the Secretary as required. In the absence or unavailability of the Vice President for Finance, the President may act in the Vice President for Finance's stead.
  
  At the discretion of the Board, but no less often than once each two years, the Association's books of account shall be audited by an independent auditor, retained by the Board, at the expense of the Association. Audit results will be distributed to the Board upon completion and presented to the membership in summary at the next Association business meeting.
  
  The Board, shall see that a record is made and maintained of the proceedings of the Association and of the meetings of the Board and that each member of the Board is provided with a written copy of the minutes of all meetings within thirty (30) days after the meeting. These records shall be open to inspection by any Member at all reasonable times for any proper purpose and in accordance with the requirements of the Connecticut Nonstock Corporation Act. The Board shall have custody of the minute books and Bylaws. The Board shall be responsible for maintaining and updating the Bylaws.

ARTICLE VIII: STANDING COMMITTEES

The standing committees of the Association shall be as follows: Audit, Executive, Nominations and Awards, and Finance; and such additional standing committees as shall be created and designated by the Board.  Except as otherwise provided in these Bylaws, the Board shall appoint the chairs of all standing committees and approve the appointments of committee members.  Except as provided in these Bylaws or in association policies, no committee shall have the authority of the Board but shall make recommendations to the Board for it’s approval.

Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board in establishing a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present and voting at a meeting called by the chair at which a quorum is present shall be the act of the committee.

Each Committee Chair shall report to a Board member as stipulated by Association procedures. Committee responsibilities shall be as indicated by Association policy.

A Standing Committee may permit any or all members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating by this means is deemed to be present in person at the meeting.

Audit Committee: This Committee shall plan and implement internal and external audits of financial information of the Association. The Committee shall report all findings to the Board.

Executive Committee: See VII C.

Nominations and Awards Committee: This Committee shall be chaired by the Immediate Past President and shall recommend to the Board candidates to be nominated for election to Board positions. The Committee shall solicit suggestions from members of the Association and the Board. This Committee shall recommend for nomination at least two qualified, interested and committed individuals for each Board position which will be vacant at the next election, as set out in Article IX below. The Board will select, by majority vote, one of the two individuals recommended by the Nominations and Awards committee for each position in order to arrive at the slate to be voted on by the membership. The Committee shall also make recommendations to the Board as to the types of awards or honor or appreciation to be granted by the Association, the standards thereof, and the procedures for selection of the recipients and the granting thereof.

Finance Committee: This committee is to assist the Board with the Association’s financial policies and strategy, including review of the annual operating budget. The Finance Committee will review and recommend for the Board’s approval the Association’s annual operating budget, including any material changes to the budget during the year; review and provide guidance to the Executive Committee, the Board and management about policies relating to the Association’s cash flow, cash management and working capital; review the Association’s annual tax returns; recommend to the Board investment policies and guidelines for reserve funds and endowments, oversee investment performance and recommend changes to the investment strategy as appropriate; advise on other finance matters as appropriate, whether delegated by the Executive Committee, Board or submitted by the staff; report to the Executive Committee and the Board on Finance Committee activities. The Finance Committee shall be chaired by the Vice President for Finance and shall include at least five (5) but no more than seven (7) members including the Vice President for Finance and the President-elect. 

Responsibilities and reporting structure of other committees shall be as documented by Association procedures.

ARTICLE IX: NOMINATIONS AND ELECTIONS

The Nominations and Awards Committee shall prepare a ballot listing nominees approved by the Board for vacant Board positions for presentation to the membership at least thirty (30) days prior to the deadline for voting. This ballot, along with any other nominees proposed by voting Members, will be voted on in person, via mail vote or electronic vote. The nominee receiving a majority of the votes cast when no more than two nominees are running for the same position will be considered elected. The nominee receiving a plurality of the votes cast when more than two nominees are running for the same position will be considered elected.

ARTICLE X: RELATION OF MEMBERS AND INDEMNIFICATION

The officers, committee members and individuals acting for the Association shall not be deemed partners or agents of one another for any purpose by reason of any provision of these Bylaws, the Articles of Incorporation or any resolution of the Board or other action of the Association pursuant thereto, or by reason of any action taken by them in carrying out the purposes of the Association. The Association shall indemnify all officers of the Association, all members of standing committees of the Association, all persons authorized by the Board to do business on behalf of the Association, and all employees required to act for the Association, and hold them harmless against any expense, claim, loss or liability resulting from action taken by them in lawfully carrying out resolutions of the Board and their duties on behalf of the Association. 

ARTICLE XI: MISCELLANEOUS PROVISIONS

Fiscal Year: The fiscal year of the Association shall be as designated by the Board.

Investment Accounts: The Association shall have such investment accounts as the Board shall authorize from time to time. All such accounts shall be subject to Association procedures.

Notice: Whenever notice of a meeting or action is required to be given under the laws of the state of incorporation, the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to receive such notice, whether before or after the time fixed for such meeting or action, shall be deemed equivalent to the required notice.

Earnings: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers or other private persons or individuals The Corporation shall, however, be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its purposes.

Delegation to Outside Agent: Duties of the Officers and/or Directors may be delegated to an outside agent employed on behalf of the organization. Such delegation must be approved by the Board and such agent shall be responsible to the Board.

Dissolution: In the event of the dissolution of the Association, the Board shall, after paying or making provision for the payment of all of the liabilities of the Association, distribute the remaining assets of the Association to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(3) or Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future U.S. internal revenue statute), but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of the Association.

Contracts. The Board may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall 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 the Vice President for Finance and countersigned by the President or President-Elect of the Association.

Bonding. The Board may provide for the bonding of such officers and agents of the Association as it may from time to time determine. 

ARTICLE XII: USE OF ELECTRONIC COMMUNICATION

Unless otherwise prohibited by law, any action to be taken or notice delivered under these bylaws may be taken or transmitted via electronic mail or other electronic media.

ARTICLE XIII: BYLAWS AMENDMENTS

These Bylaws may only be altered or rescinded by majority vote of the voting Members present and voting or by written proxy at any regular or special membership meeting, or by a majority of the voting Members returning mail or electronic ballots, provided, however, that such amendments first shall have been approved by the Board.