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 Trustees 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: CATEGORIES OF MEMBERSHIP

            Regular Member: An employee of an academic, teaching, governmental, non-profit research entity, or a related organization of such an entity established for the purpose of facilitating technology transfer, or an international counterpart thereof.
            A person who is engaged either directly or indirectly in activities relating to the administration of intellectual property belonging to or under the control of an organization other than an institution of higher education or teaching hospital, or of an entity which manages intellectual property for such an organization, such as a not-for-profit research firm, an industrial concern or other profit-making organization, government agency, etc., and whose organization interacts with institutions of higher education or teaching hospitals.
            Regular Member status shall be granted upon application for membership in the manner prescribed by the Board of Trustees and by being elected to membership and paying the dues for the year of such election to membership. 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, whose educational experience involves activities relating either directly or indirectly to the administration of the institution's intellectual property.
            Student Member status will be granted upon application for membership in the manner prescribed by the Board of Trustees; being elected to membership by such committee; and paying the dues for the year of such election to membership. 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 Trustee Members; d) shall not be eligible to serve as Board of Trustee Members; e) shall not be eligible to attain Member Emeritus status.

            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 Trustees, 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 Trustee Members; d) shall be eligible to serve on the Board of Trustees; and e) shall not pay dues.
            The terms Regular Member, Student Member and Member Emeritus 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 Trustees; 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 Trustees 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 Trustees. 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 Trustees.

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 Trustees.

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 Trustees 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 Trustees, either within or without the state of incorporation, for such business as may be properly brought before the Members. The Board of Trustees 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 TRUSTEES
            A. Composition/Terms: The Board of Trustees (hereinafter "Board") shall consist of the following officers: the President, the Immediate Past President, the President-Elect, the Regional Vice Presidents, the Vice President for Professional Development, the Vice President for Finance, the Vice President for Communications, the Vice President for Public Policy, the Vice President for Annual Meeting, the Vice President for Metrics and Surveys, the Vice President for Membership, the Vice President for Industry Relations and the Vice President for International Relations. These officers shall serve on the Board as long as they hold the office by reason of which they are authorized to serve on the Board, individually hereinafter referred to as "Board member". With the exception of the President, President-Elect and the Immediate Past President, all officers shall serve two-year terms. Their terms 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.
            On a board of 16 members, at least 11 board members must 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. However, the positions of the President, the President-Elect, the Immediate Past President and Vice President for Public Policy must 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.

            B. Meetings/Replacements: The Board shall hold a meeting at the same place as, and immediately prior to, 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 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 Trustees 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 Trustees 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 transfer to Affiliate Member status, the President-Elect shall assume the responsibilities of the President immediately.
            In the event of the death, resignation, inability of the President-Elect to perform his or her duties, or transfer to Affiliate Member status, 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 transfer to Affiliate Member status, the President-Elect shall assume the responsibilities of the Immediate Past President immediately.
            In the event of the death, resignation, inability of any other Board member to perform his or her duties, or the Vice President for Public Policy transfers to Affiliate Member status, or in the event of the unscheduled vacancy of such office, the Board shall have the power to appoint an interim successor to serve 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, or the Board may allow the individual to complete the term.
Any action to be taken at a Board of Trustees meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the Trustees entitled to vote thereon.
The Board of Trustees may permit any or all Trustees to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participating by this means is deemed to be present in person at the meeting.
           
C. Executive Committee: An Executive Committee shall be composed, at a minimum, of 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 it is in his or her judgment that 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 the President, President-Elect, Immediate Past President, or the Vice President for Finance 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.

1. Responsibilities of Board Members:

            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.

            Regional Vice Presidents: Each Regional Vice President shall have general jurisdiction over his or her respective region. He or she shall have the authority to appoint, with the advice and consent of the President, such assistant Regional Vice Presidents and regional committees as he or she shall deem advisable for proper conduct of the business of the Association in his or her region, and a Regional Secretary who shall keep the minutes of all regional meetings and deliver the same to his or her Regional Vice President for transmittal to the Board. No such appointed person shall have, without express authority from the President or the Board, any authority to bind or obligate the Association financially or in any other way whatsoever. The Regional Vice Presidents shall perform all such other duties and exercise such powers as may be delegated to them by the Board. The Regional Vice Presidents shall be encouraged to hold meetings in their respective areas and shall report to the Board of Trustees at least annually on their activities and plans.

            Vice President for Professional Development: The Vice President for Professional Development shall be responsible for identifying professional development needs and goals of the membership, and developing and implementing programs to meet those needs and goals; in coordination with the Regional Vice Presidents for local and regional activities, and with appropriate committees; and, in consultation with the Board, for special meetings, courses and activities. The Vice President for Professional Development shall be responsible for reporting to the Board on activities in each of the foregoing areas.

            Vice President for Finance: The Vice President for Finance shall oversee the collection of dues, receipt of all monies and other assets belonging to the Association, disbursement of same reasonably within the budget approved by the Board, and make a full written report of accounts at each meeting of the Board and at the Annual Meeting. The Vice President for Finance shall oversee maintenance of accurate and current books of account of the Association. 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 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.
            Furthermore, the Vice President for Finance, with the assistance of 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 shall oversee 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 and 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 Vice President for Finance shall carry out the duties of, and be designated as, the Secretary as may be required by the Articles of Incorporation.  The Vice President for Finance shall be responsible for maintaining and updating the Bylaws.

            Vice President for Communications: The Vice President for Communications shall be responsible for developing, planning and implementing Association communications and publications.

            Vice President for Public Policy: The Vice President for Public Policy shall be responsible for networking on the Association’s behalf with public organizations in the U.S. that have interests which overlap with those of the Association and shall monitor and support related public policy organizations. The Vice President for Public Policy shall recommend positions to be taken by the Association in accordance with Association policy and shall develop, implement and oversee monitoring tools for public policy issues. The Vice President for Public Policy shall keep the Board and membership informed of issues, working with Regional Vice Presidents regarding state/provincial/regional issues.

            Vice President for Annual Meeting: The Vice President for Annual Meeting shall be responsible for managing the Annual Meeting, Special Interest Groups, and Educational Tracks.

            Vice President for Surveys and Metrics: The Vice President for Surveys and Metrics shall be responsible for developing, planning and implementing the Surveys and related instruments.

            Vice President for Membership: The Vice President for Membership shall develop, plan and implement strategies and programs to encourage membership in AUTM and shall advise the Board on member needs and benefits.

            Vice President for Industry Relations: The Vice President for Industry Relations shall be responsible for fostering communications and relationships between AUTM members and the commercial sector.
           
            Vice President for International Relations: The Vice President for International Relations shall be responsible for identifying issues and concerns of the AUTM International Members (which shall be AUTM members located outside Canada and the U.S.), developing and implementing programs to meet AUTM's international goals and objectives, and advising the Board about matters relating to international membership.

ARTICLE VIII: STANDING COMMITTEES
The standing committees of the Association shall be as follows: Audit, Executive, International, Nominations and Awards; and such additional standing committees as shall be created and designated by the Board.

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.

            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.

      International Committee:  This Committee is to provide the Board with solicited and unsolicited advice and guidance in the form of recommendations, addressing the following:

1. the current and future critical strategic issues of major concern to the academic technology transfer profession and to the AUTM membership outside North-America (including the monitoring of legislative and regulatory developments as appropriate);
2. the further internationalization of AUTM’s activities, e.g. in the areas of professional development, advocacy and possibly public policy;
3. the advancement of the growth, retention and benefits for the  non-North-American AUTM membership
4. the fostering of the active participation by the international AUTM members in the various activities and organs of AUTM through volunteerism
5. the fostering of relationships with relevant like-minded non North-American technology transfer oriented organizations;
6. making the AUTM Board aware of leading technology transfer issues and events in the world;
7. the identification, mentoring and grooming of future international AUTM leaders
8. other topics to be identified by the Board

The Committee Chair reports to the AUTM Board via the Vice President for International Relations

            Nominations and Awards Committee: This Committee shall recommend to the Board candidates to be nominated for Board positions for election and shall assist the President and President-Elect in selecting committee members. The Committee shall solicit suggestions from members of the Association and the Board. This Committee shall recommend for nomination one qualified, interested and committed individual for each Board position to be vacant at the next election, as set out in Article IX below. The Board may accept, reject or modify the recommendations of the Committee 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.
            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 trustees 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 shall 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.