SAMPLE BYLAWS

This sample document has been reviewed and approved by the NCSTATEOffice of General Counsel (OGC) and Office of Research, Innovation and Economic Development (ORIED). Substantial changes to this document are not allowed. For convenience, the word CENTERis used throughout this sample document with the understanding that INSTITUTE may be a more appropriate term when drafting a new set of Bylaws (See REGULATION 10.10.04 for additional information).Bylaws are applicable/required only for Centers and Institutes with industry membership component.

[CENTER Name]

NORTH CAROLINA STATE UNIVERSITY

BYLAWS

The[CENTER Name] (CENTER) has been established and is administered by the North Carolina State University (UNIVERSITY) to [brief description of focus area](the Research Area) and to promote research, education, and training in the Research Area. The CENTER is subject to UNIVERSITY REGULATION 10.10.04, which is incorporated by reference, and may be amended from time to time. The CENTER has developed or plans to develop core research, non-core research, and technology transfer and commercializationactivities.

Core research programs are developed jointly by CENTER faculty/staff and CENTERMEMBERcompanies. Core research programs focus on areas such as

[amend to make consistent with the mission of the CENTER]

For example:

the development of ______

the modification of ______

basic studies that lead to a better understanding of technologies in ______

applied research directed at ______

the development of instrumentation and test methods related to ______

Core research programs aresupported by funds from [the State of North Carolina, the United States governmentand]annual fees paid by MEMBER companies. Research results are placed in the public domain, through presentations and publications, poster presentations, software, and patent disclosures, after via review by the Industrial Advisory Board (IAB) of the CENTER. Policies governing publication and ownership of intellectual property are discussed under the Policies section below.

MEMBERS may choose to provide additional funding for certain core projects approved by the IAB. These projects are termed Enhancement projects and require execution of a short Enhancement Project Agreement (Exhibit1) between each sponsoring MEMBER and UNIVERSITY. Enhancement Project results are subject to the same policies as those governing Core research.

The Center may apply for and conduct sponsored projects funded by a member that is outside of the scope of Core or Enhancement projects. Such projects are considered Non-Core and are subject to a separate sponsored project agreement, the terms of which are negotiated by the UNIVERSITY’sOffice of Sponsored Programs and Regulatory Compliance Services (SPARCS) as for any other sponsored project funded by an external Sponsor. The IAB should be apprised of the existence of such agreements on a periodic basis but the results of Non-Core projects are not shared with other members.

The CENTER carries out an active program of technology transfer and commercializationsupported by funds from [the State of North Carolina, the United States government and] annual fees paid by MEMBERS. This program seeks to disseminate technology developed by the CENTER along with existing knowledge of the management of materials and processes. Such programs are provided in the form of:

  • training and assistance in the implementation of CENTER developed technology
  • courses taught at research sites
  • workshops at the CENTER
  • industrial internships
  • focused seminars, symposia, and conferences
  • one-on-one consulting.

To carry out its research mission, the CENTER may seek out expertise at UNIVERSITY as well as other research institutions.

  1. ORGANIZATIONAL STRUCTURE

The organizational structure of CENTER consists of an administrative office staffed by UNIVERSITY employees and the Industrial Advisory Board (IAB).

The [CENTERName] administrative office is headed by a Director (andpotentially Co-Directors and Associate Directors) and an Administrative Assistant, all of whom are UNIVERSITY employees. [CENTER Name] is also assisted by the Business Manager, College of [______or UNIVERSITY Executive Officers]. The research functions of the CENTER are managed jointly by the Director and the Associate Directors who are supported by faculty members affiliated with the CENTER.

1.Director/Co-Directors

The Director/Co-Directors of the CENTERare selected by and report to the Research Associate Dean of the College orthe Vice Chancellor for Research, Innovation and Economic Development.

The Director/Co-Directors work closely with the IAB and CENTER faculty to identify key areas of research in support of the CENTER mission and to establish short-range and long-range goals in pursuit of the mission. In like manner, they work with CENTER staff, CENTER faculty, the IAB and the UNIVERSITY Office of Technology Commercialization and New Ventures (OTCNV) to select and implement technology transfer and commercialization activities of the CENTER. The Director/Co-Directorscoordinate membership development, non-routine research, and technology transfer and commercialization activities with members of the IAB and the Associate Director as well as other staff.

Specific responsibilities of the Director/Co-Directors include:

  • coordination of the Core, Enhancement and Non-Core research projects
  • administrative oversight of Coreresearch projects selected for funding by IAB
  • budgeting and administration of CENTER funds
  • interaction with industry participants through the IAB and other formal and informal mechanisms
  • interaction with the UNIVERSITY
  • promotion of the research and technology transfer mission of the CENTER
  • seeking new participants in CENTER
  • making the necessary policy decisions with regard to operation of the CENTER and implementation of the CENTER-related universitypolicies and regulations.
  • coordinating the annual report and meetings supportive of the mission of the CENTER
  • coordinating information services related to the CENTER activities
  • overseeing CENTERday-to-day operations.

The Director/Co-Directors has/have administrative authority in the operation of the CENTER, including fiscal management, policy decisions, and managementof research projects and appointment of the technical and administrative staff. The Director/Co-Directors receives recommendations and advice from the IAB.

Directors/Co-Directors will beappointed by the Dean of the College of [ or UNIVERSITY Executive Officers] and Head of [ ]department in the College of [ ] and must be approved by the Vice Chancellor for Research, Innovation and Economic Development. The IAB members will have an opportunity to comment on selected appointees prior to their final appointment.

The Director/Co-Directors recommended/appointed shall be individuals with demonstrated knowledge of the field of [ ], an established record of research and scholarship in the field, demonstrated administrative skills, and an acknowledged position of leadership in the industry.

The Associate Director(s) are appointed by the Director/Co-Directors. Other research and administrative staff of the CENTER will be appointed by the Director/Co-Directors in consultation with the Associate Director(s).

For each revision of the UNIVERSITY’s strategic plan, the Director/Co-Directors will submit a report on the CENTER's plans to the Dean of the College of [ or UNIVERSITY Executive Officers], according to UNIVERSITY policies.

The CENTER will be evaluated by a panel of experts approved by the Vice Chancellor for Research, Innovation and Economic Development every five(5) years as outlined in UNIVERSITY REG 10.10.04.

2.Membership

All companies engaged in [ ], or who are raw material and auxiliary suppliers to industry, or U.S. government organizations which have an interest in [ ], are eligible to be MEMBERS of the CENTER, upon fulfillment of applicable membership obligations. Full and timely compliance with all applicable U.S. and North Carolina laws explicitly condition membership. The UNIVERSITY’s Export Control Compliance Administrator shall review requests for membership by non-US corporations. The IAB will review the membership categories and associated privileges from time to time and advise judicious changes, in accordance with bylaws, when necessary. Multiple-tier membership is available as defined in the Membership Agreement. Any exception to the criteria above must be approved by the IAB.

2.1. Full Members

FULL MEMBERS of the CENTER pay an annual fee to support generic research carried out in the CENTER. FULL MEMBERS have representation, with voting rights, on the IAB. They are eligible to receiverights to inventions conceived by CENTER faculty, staff and students during the conduct of Core research of the CENTER, as set forth in Article B.1. Their representatives are eligible to attend meetings of the CENTER where results of the Core research program are reported. They receive semi-annual progress reports and an annual report of the CENTER. Their staff is eligible to attend workshops, training seminars and research symposia organized by the CENTER at reduced rates mutually agreed upon by the IAB and the CENTER administration. They are eligibleto use the research and production facilities of the CENTER for their R&D activities, based on availability, and at reduced fees mutually agreed upon by the IAB and the CENTER administration.

2.2. Associate Members

The IAB assists in recruiting small to medium size companies as ASSOCIATE MEMBERS. The ASSOCIATE MEMBERS pay an annual feeto support Core research carried out in the CENTER, have representation, with voting rights, on the IAB. They are eligible to receive rightsto inventions conceived by the CENTER faculty, staff and students during the conduct of Core research of the CENTER, as set forth in Article B.1.Their representatives are eligible to attend meetings of the CENTER where results of the Core research program are reported. They receive semi-annual progress reports and an annual report of the CENTER. Their staff is eligible to attend workshops, training seminars and research symposia organized by the CENTER at reduced rates mutually agreed upon by the IAB and the CENTER administration.They are eligible to use the research and production facilities of the CENTER for their R&D activities, based on availability, and at reduced fees mutually agreed upon by the IAB and the CENTER administration.

2.3. Affiliate Members

AFFILIATE MEMBERS are non-commercial organizations, such as government laboratoriesand not-for-profit associations, interested in being supportive of and affiliated with the CENTER. AFFILIATE MEMBERS pay an annual feeto support Core research carried out in the CENTER. Their representatives attend the CENTER meetings where research progress is reported and receive non-proprietary reports. AFFILIATE MEMBERS are not entitled to rights to inventions made by the CENTER.

AFFILIATE MEMBERS do not have representation on the IAB,do not have voting rights and are not eligible to sponsor Enhancement projects. They are eligible to use the research and production facilities of the CENTER for their R&D activities, based on availability. Their staff is eligible to attend workshops, training seminars and research symposia, organized by the CENTER, at reduced rates mutually agreed upon by the IAB and the CENTER administration.

2.4. In-Kind Support

CENTER will accept in-kind contributions as payment of membership feesfor one year at a time, subject to the following considerations:

2.4.1. In-kind contributionswill bevalued at no more than their cash equivalent.

2.4.2. The value of an in-kind contribution must be at the best commercial and/or government rate for sale of the product provided as an in-kind contribution.

2.4.3. In-kind contribution in lieu of membership fee payments must be agreed to by the CENTER management, and approved by a unanimous vote of the IAB, documented (in a letter from the contributor describing in detail the in-kind contribution and its monetary value and signed by an authority thereof) and filed while processing the membership agreement through UNIVERSITY internal tracking system..

2.4.4. All ownership of the in-kind product, service or information conveys to the CENTER, including all Intellectual Property derived using the in-kind contribution, in a manner identical to that as if the product were purchased from the contributor.

3.Industrial Advisory Board

3.1. Representation

Each FULLMEMBER is represented on the IAB by one (1) individual (together with adesignated alternate) and has one (1) vote. Each ASSOCIATE MEMBER is represented on the IAB by one (1) individual and has one half (0.5) vote.

3.2 IAB Responsibilities

The IAB reviews proposed and existing CENTER programs and recommends alternatives or additions; it also reviews budgets and policies pertaining to any aspect of the CENTER. In particular the IAB:

  • receives annual reports of the CENTER
  • reviews and approves operating and research budgets
  • makes policy recommendations
  • consults on Director/Co-Director selection
  • reviews and approves fee structure, the voting rights and the associated privileges
  • assures proper balance between Core and Non-Core Research programs in the CENTER
  • advises on criteria for admittance as FULL, ASSOCIATE or AFFILIATE MEMBERS
  • approves in-kind support in lieu of membership
  • reviews all Core-Research proposals and recommends priorities to the Director/Co-Directors via voting on proposal selection and funding decisions
  • attends the annual meetings of the CENTER and receives progress reports.

3.3.Chair and Vice-Chair Terms

The IAB Chair shall serve a two (2) year term. The IAB Vice-Chair shall serve a two (2) year term followed by a two (2) year term as IAB Chair.

3.4.Elections

Elections shall occur at the annual meeting or as required to fill vacancies.

B.POLICIES

  1. Intellectual Property Policy Regarding Core Research

1.1. Ownership

Title to any Intellectual Property (IP)conceived and actually or constructively reduced to practice in the performance of the Core Research shall remain exclusively with the UNIVERSITY (UNIVERSITY IP), provided, however, that the UNIVERSITYshall grant to MEMBERS a non-exclusive and non-sub-licensable royalty-free R&D license to make and use patentable UNIVERSITYIP for internal MEMBER use only, but not for sale or commercial exploitation,MEMBERS agreeing to share in the cost of patenting such UNIVERSITY IP shall have certain additional rights and options as further discussed below.

1.2. Disclosure to MEMBERS

1.2.1. Disclosures associated with UNIVERSITY IP shall be promptly deliveredto FULL MEMBERS by the UNIVERSITY. FULL MEMBER(s) shall provide notice in writing to the UNIVERSITYto acquire license rights and to support patent filings within ninety (90) days from receipt of such UNIVERSITYinvention disclosure. FULL MEMBER(s) agreeing to share in the cost of patenting for such UNIVERSITY IP (“PARTICIPATING MEMBER(s)”) shall be liable for and share all costs related to patenting including prosecution and maintenance, unless the PARTICIPATING MEMBER(s) provide a thirty (30) day notice that they do not wish to support patenting costs, after which thirty (30) days, PARTICIPATING MEMBER(s) shall not be liable for any future patenting costs and shall forfeit rights and options of a PARTICIPATING MEMBER in such UNIVERSITY IP.

1.2.2. If no FULL MEMBERS are PARTICIPATING MEMBERS at the end of the ninety (90) day period fornotice to the UNIVERSITYto acquire license rights, UNIVERSITY IP will be promptly disclosed to ASSOCIATEMEMBERS, who will have the same opportunity to license and obligation to share patent costs as was provided to FULL MEMBERS.

1.3.Patent Prosecution

UNIVERSITY shall file for, prosecute and maintain patents for UNIVERSITY IP on behalf of the CENTER if patent protection is desired by at least one PARTICIPATING MEMBER(s). The PARTICIPATING MEMBER(s) desiring the filing, prosecution and maintenance of a patent shall equally share the cost of doing so and shall have the right to advise the UNIVERSITYregarding the manner of filing and prosecution of the patent and its subsequent maintenance, as long as such advice does not conflict with UNIVERSITYpolicies, practices, procedures and interests. Payment will be made to UNIVERSITY within thirty (30) days of PARTICIPATING MEMBER’s receipt of an invoice for such expenses. Failure to make payment within thirty (30) days shall result in the termination of the PARTICIPATING MEMBER’s option and negotiation right.

1.4. License to non-MEMBERS

In the event that no FULL MEMBER nor ASSOCIATEMEMBER is a PARTICIPATING MEMBER at the end of the notice period for both, or if all FULL MEMBERS and ASSOCIATEMEMBERShave declined in writing to become PARTICIPATING MEMBERS prior to the end of the notice period, the UNIVERSITYmay make such UNIVERSITY IP available to any company for an exclusive or non-exclusive royalty-bearing license to make,use and sell associated products and services for commercial purposes.

1.5. Licensing to PARTICIPATING MEMBERS

1.5.1. PARTICIPATING MEMBER(s) shall have an option to acquire a royalty-bearing license to make, use and sell products, services or processes associated with UNIVERSITY IP for commercial purposes.

1.5.2. In the event that there is only one PARTICIPATING MEMBER, then that PARTICIPATING MEMBER who has said option shall have the right to negotiate for and execute a commercial royalty-bearing fully sublicenseable exclusive license for all fields of use (EXCLUSIVE LICENSE) or a commercial royalty-bearing field of use specific license with ability to grant sublicenses in said specific field of use (FIELD EXCLUSIVE LICENSE) within six (6) months of the filing of a patent application, extendable solely at the UNIVERSITY’Sdiscretion.

1.5.3. In the event that there are multiple PARTICIPATING MEMBERS exercising option rights to acquire a license to UNIVERSITY IP, UNIVERSITYshall provide a joint notice of such multiple options to said PARTICIPATING MEMBERS. PARTICIPATING MEMBERS may then elect the right to negotiate and execute a commercial royalty-bearing non-exclusive license with the limited ability to grant sublicenses for said PARTICIPATING MEMBERS’s own manufacturing purposes only (NON-EXCLUSIVE LICENSES) or FIELD EXCLUSIVE LICENSES. Any such election to acquire FIELD EXCLUSIVE LICENSES must be made by unanimous mutual agreement between said PARTICIPATING MEMBERS within two (2) months of the receipt of the joint notice of multiple options from UNIVERSITY(ELECTION PERIOD). The said unanimous election shall be in writing and identify the mutually exclusive fields of use, as agreed to by said PARTICIPATING MEMBERS. This ELECTION PERIOD is extendable only once by an additional two (2) months by unanimous written request of said PARTICIPATING MEMBERS and solely at UNIVERSITY’Sdiscretion.

1.5.4. If a unanimous written election for FIELD EXCLUSIVE LICENSES is received, said PARTICIPATING MEMBERS have six (6) months from the day of election to negotiate for and execute the FIELD EXCLUSIVE LICENSES. If no such unanimous election for FIELD EXCLUSIVE LICENSES is made within the ELECTION PERIOD, and there are two or more PARTICIPATING MEMBERS, said PARTICIPATING MEMBERS shall be eligible to negotiate for and execute NON-EXCLUSIVE LICENSES within six (6) months of expiration of the ELECTION PERIOD. If there is only one PARTICIPATING MEMBER remaining at the end of the ELECTION PERIOD, said PARTICIPATING MEMBER shall be eligible to negotiate for and execute either a FIELD EXCLUSIVE LICENSE or EXCLUSIVE LICENSE within six (6) months of expiration of the ELECTION PERIOD. If only one PARTICIPATING MEMBER executes a FIELD EXCLUSIVE LICENSE or a NON-EXCLUSIVE LICENSE, the said PARTICIPATING MEMBER shall have an additional three (3) months option to re-negotiate and convert the NON-EXCLUSIVE LICENSE or FIELD EXCLUSIVE LICENSE to an EXCLUSIVE LICENSE. PARTICIPATING MEMBER(s) who do not execute licenses within six (6) months from the expiration of the ELECTION PERIOD shall have no further commercial rights to the UNIVERSITY IP.