Statutes

Definitions--Missouri Technology Corporation may be established --corporation, defined--public hearing, notice.

348.251. 1. As used in sections 348.251 to 348.266, the following terms mean: 

(1) "Technology application", the introduction and adaptation of refined management practices in fields such as scheduling, inventory management, marketing, product development, and training in order to improve the quality, productivity and profitability of an existing firm. Technology application shall be considered a component of business modernization;

(2) "Technology commercialization", the process of moving investment-grade technology from a business, university or laboratory into the marketplace for application;

(3) "Technology development", strategically focused research directed at developing investment-grade technologies which are important for market competitiveness.

2. The governor may, on behalf of the state and in accordance with chapter 355, RSMo, establish a private not-for-profit corporation named the "Missouri Technology Corporation", to carry out the provisions of sections 348.251 to 348.266. As used in sections 348.251 to 348.266 the word "corporation" means the Missouri technology corporation authorized by this section. Before certification by the governor, the corporation shall conduct a public hearing for the purpose of giving all interested parties an opportunity to review and comment upon the articles of incorporation, bylaws and method of operation of the corporation. Notice of the hearing shall be given at least fourteen days prior to the hearing. 

(L. 1993 H.B. 566, A.L. 1994 H.B. 1248 & 1048)

Contracts with not-for-profit organizations, objectives. 

348.253. 1. The Missouri technology corporation may contract with not-for-profit organizations to carry out the provisions of sections 348.251 to 348.275. By entering into such contracts, the corporation shall attempt to achieve the following objectives:

(1) The establishment of a research alliance which shall advance technology development, as defined in subdivision (3) of section 348.251. The corporation, in this capacity, shall have the authority to contract directly with centers for advanced technology, as established by section 348.272, and other not-for-profit entities. In proceeding with this objective, the corporation and centers for advanced technology shall utilize the results of targeted industry studies commissioned by the department of economic development;

(2) Technology commercialization, as defined in subdivision (2) of section 348.251;

(3) The establishment of a finance corporation to assist in the implementation of section 348.261; and

(4) The enhancement of technology application, as defined in subdivision (1) of section 348.251.

2. Any contract signed between the corporation and any not-for-profit organization, including innovation centers as defined in section 348.271, shall require that the not-for-profit organization must provide at least one-hundred-percent match for any funding received from the corporation through the technology investment fund, as established in section 348.264. 

(L. 1995 H.B. 414)

Articles of incorporation, bylaws, content--members, qualifications. 

348.256. The articles of incorporation and bylaws of the Missouri technology corporation shall provide that:

(1) The purposes of the corporation are to contribute to the strengthening of the economy of the state through the development of science and technology, to promote the modernization of Missouri businesses by supporting the transfer of science, technology and quality improvement methods to the workplace, and to enhance the productivity and modernization of Missouri businesses by providing leadership in the establishment of methods of technology application, technology commercialization and technology development;

(2) The board of directors of the corporation is composed of fifteen persons. The governor shall annually appoint one of its members, who must be from the private sector, as chairman. The board shall consist of the following members: 
(a) The director of the department of economic development, or the director's designee; 
(b) The president of the University of Missouri system, or the president's designee; 
(c) A member of the state senate, appointed by the president pro tem of the senate; 
(d) A member of the house of representatives, appointed by the speaker of the house; 
(e) Eleven members appointed by the governor, two of which shall be from the public sector and nine members from the private sector who shall include, but shall not be limited to, individuals who represent technology-based businesses and industrial interests; 
(f) Each of the directors of the corporation who is appointed by the governor shall serve for a term of four years and until a successor is duly appointed; except that, of the directors serving on the corporation as of August 28, 1995, three directors shall be designated by the governor to serve a term of four years, three directors shall be designated to serve a term of three years, three directors shall be designated to serve a term of two years, and two directors shall be designated to serve a term of one year. Each director shall continue to serve until a successor is duly appointed by the governor;

(3) The corporation may receive money from any source, may borrow money, may enter into contracts, and may expend money for any activities appropriate to its purpose;

(4) The corporation may appoint staff and do all other things necessary or incidental to carrying out the functions listed in section 348.261;

(5) Any changes in the articles of incorporation or bylaws must be approved by the governor;

(6) The corporation shall submit an annual report to the governor and to the Missouri general assembly. The report shall be due on the first day of November for each year and shall include detailed information on the structure, operation and financial status of the corporation. The corporation shall conduct an annual public hearing to receive comments from interested parties regarding the report, and notice of the hearing shall be given at least fourteen days prior to the hearing; and

(7) The corporation is subject to an annual audit by the state auditor and that the corporation shall bear the full cost of the audit. 
(L. 1993 H.B. 566, A.L. 1994 H.B. 1248 & 1048, A.L. 1995 H.B. 414)

Powers.
 
348.261. The corporation, after being certified by the governor as provided by section 348.251, may:

(1) Establish a statewide business modernization network to assist Missouri businesses in identifying ways to enhance productivity and market competitiveness;

(2) Identify scientific and technological problems and opportunities related to the economy of Missouri and formulate proposals to overcome those problems or realize those opportunities;

(3) Identify specific areas where scientific research and technological investigation will contribute to the improvement of productivity of Missouri manufacturers and farmers;

(4) Determine specific areas in which financial investment in scientific and technological research and development from private businesses located in Missouri could be enhanced or increased if state resources were made available to assist in financing activities;

(5) Assist in establishing cooperative associations of universities in Missouri and of private enterprises for the purpose of coordinating research and development programs that will, consistent with the primary educational function of the universities, aid in the creation of new jobs in Missouri;

(6) Assist in financing the establishment and continued development of technology-intensive businesses in Missouri;

(7) Advise universities of the research needs of Missouri business and improve the exchange of scientific and technological information for the mutual benefit of universities and private business;

(8) Coordinate programs established by universities to provide Missouri businesses with scientific and technological information;

(9) Establish programs in scientific education which will support the accelerated development of technology-intensive businesses in Missouri; 

(10) Provide financial assistance through contracts, grants and loans to programs of scientific and technological research and development;

(11) Determine how public universities can increase income derived from the sale or licensure of products or processes having commercial value that are developed as a result of university sponsored research programs;

(12) Contract with innovation centers, as established in section 348.271, small business development corporations, as established in sections 620.1000 to 620.1007, RSMo, centers for advanced technology, as established in section 348.272, and other entities or organizations for the provision of technology application, technology commercialization and technology development services. Such contracting procedures shall not be subject to the provisions of chapter 34, RSMo; and

(13) Make direct seed capital or venture capital investments in Missouri business investment funds or businesses which demonstrate the promise of growth and job creation. Investments from the corporation may be in the form of debt or equity in the respective businesses. 

(L. 1993 H.B. 566, A.L. 1994 H.B. 1248 & 1048, A.L. 1995 H.B. 574)

Department may contract with corporations. 

348.262. In order to assist the corporation in achieving the objectives identified in section 348.261, the department of economic development may contract with the corporation for activities consistent with the corporation's purpose, as specified in section 348.256. When contracting with the corporation under the provisions of this section, the department of economic development may directly enter into agreements with the corporation and shall not be bound by the provisions of chapter 34, RSMo. 

(L. 1994 H.B. 1248 & 1048)

Replaces corporation for business modernization and technology with Missouri technology corporation--transfer. 

348.263. 1. The Missouri business modernization and technology corporation shall replace the corporation for science and technology. All moneys, property or any other assets remaining with the corporation for science and technology after all obligations are satisfied on August 28, 1993, shall be transferred to the Missouri business modernization and technology corporation. All powers, duties and functions performed by the Missouri corporation of science and technology on August 28, 1993, shall be transferred to the Missouri business modernization and technology corporation.

2. The Missouri technology corporation shall replace the Missouri business modernization and technology corporation. All moneys, property or any other assets remaining with the Missouri business modernization and technology corporation after all obligations are satisfied on August 28, 1994, shall be transferred to the Missouri technology corporation. All powers, duties and functions performed by the Missouri business modernization and technology corporation on August 28, 1994, shall be transferred to the Missouri technology corporation. 

(L. 1993 H.B. 566, A.L. 1994 H.B. 1248 & 1048)

Technology investment fund established--source of funds--purpose. 

348.264. 1. There is hereby established in the state treasury a special fund to be known as the "Missouri Technology Investment Fund", which shall consist of all moneys which may be appropriated to it by the general assembly, and also any gifts, contributions, grants or bequests received from federal, private or other sources. Such moneys shall include federal funds which may be received from the National Institute for Science and Technology, the Small Business Administration and the Department of Defense through its Technology Reinvestment Program. Money in the Missouri technology investment program shall be used to carry out the provisions of sections 348.251 to 348.275. Moneys for business modernization programs, technology application programs, technology commercialization programs and technology development programs established pursuant to the provisions of sections 348.251 to 348.275 shall be available from appropriations made by the general assembly from the Missouri technology investment fund. Any moneys remaining in the Missouri technology investment fund at the end of any fiscal year shall not lapse to the general revenue fund, as provided in section 33.080, RSMo, but shall remain in the Missouri technology investment fund.

2. Notwithstanding the provisions of sections 173.500 to 173.565, RSMo, the Missouri technology investment fund shall be utilized to fund projects which would previously have been funded through the higher education applied projects fund. 

(L. 1994 H.B. 1248 & 1048, A.L. 1995 H.B. 414)

Debts incurred not debt of the state--subject to not-for-profit corporation law. 

348.266. 1. Debts incurred by the Missouri technology corporation established pursuant to the authority of sections 348.251 to 348.275 do not represent or constitute a debt of this state within the meaning of the provisions of the constitution or statutes of this state.

2. The Missouri technology corporation established pursuant to sections 348.251 to 348.275 shall be subject to all provisions of chapter 355, RSMo, which do not conflict with the provisions of sections 348.251 to 348.275. 

(L. 1993 H.B. 566, A.L. 1994 H.B. 1248 & 1048, A.L. 1995 H.B. 414)
 
Innovation centers to be established to develop new technology-based business duties, reports.

348.271. 1. In order to foster the growth of Missouri's economy and to stimulate the creation of new jobs in technology-based industry for the state's work force, the Missouri technology corporation, in accordance with the provisions of this section and within the limits of appropriations therefor is authorized to contract with Missouri not-for-profit corporations for the operation of innovation centers within the state. The primary emphasis of some, if not of all innovation centers, shall be in the areas of technology commercialization, finance and business modernization. Innovation centers operated under the provisions of this section shall provide assistance to individuals and business organizations during the early stages of the development of new technology-based business ventures. Such assistance may include the provision of facilities, equipment, administrative and managerial support, planning assistance, and such other services and programs that enhance the development of such ventures and such assistance may be provided for fees or other consideration.

2. The innovation centers operated under this section shall counsel and assist the new technology-based business ventures in finding a suitable site in the state of Missouri for location of the business upon its graduation from the innovation program. Each innovation center shall annually submit a report of its activities to the department of economic development and the Missouri technology corporation which shall include, but not be limited to, the success rate of the businesses graduating from the center, the progress and locations of businesses which have graduated from the center, the types of businesses which have graduated from the center, and the number of jobs created by the businesses involved in the center. 

(L. 1989 H.B. 249 & 47, A.L. 1993 H.B. 566, A.L. 1994 H.B. 1248 & 1048, A.L. 1995 H.B. 414)

Centers for advanced technology may be established in university-affiliated research institutes--requirements, funding limitations--duties of department of economic development. 

348.272. 1. In order to encourage greater collaboration between private industry and the universities of this state in the development and application of new technologies, the director of the department of economic development is authorized to designate centers for advanced technology. Each center so designated shall conduct research in specific technological areas identified by the Missouri business modernization and technology corporation as having significant potential for economic growth in Missouri, or in which the application of new technologies could significantly enhance the productivity and stability of Missouri businesses. Such designations shall be made in accordance with the standards and criteria set forth in subsection 3 of this section. Centers so designated shall be eligible for support from the department of economic development in the manner provided for in subsection 4 of this section, and for such additional support as may otherwise be provided by law.

2. As used in this section, the following terms shall mean:

(1) "Applicant", a university or university-affiliated research institute, or a consortium of such institutions, which requests designation as a center in accordance with such requirements as are established by the corporation for this purpose;

(2) "Center for advanced technology" or "center", a university or university-affiliated research institute, or a consortium of such institutions, designated by the foundation, which conducts a continuing program of basic and applied research, development, and technology transfer in one or more technological areas, in collaboration with and through the support of private business and industry;

(3) "Corporation", the Missouri business modernization and technology corporation;

(4) "University", any institution of postsecondary education, including public and private universities, colleges, junior colleges, vocational and technical schools, and other postsecondary institutions.

3. The corporation shall: 

(1) Identify technological areas for which centers should be designated, including, but not limited to, technological areas that are related to industries with significant potential for economic growth and development in Missouri and technological areas that are related to the enhancement of productivity in various industries located in Missouri;

(2) Establish criteria that applicants must satisfy for designation as a center, including, but not limited to, the following: 
(a) An established record of research, development and instruction in the area or areas of technology involved; 
(b) The capacity to conduct research and development activities in collaboration with business and industry; 
(c) The capacity to secure substantial private and other governmental funding for the proposed center;
(d) The ability and willingness to cooperate with other institutions in this state in conducting research and development activities, and in disseminating research results; and to work with technical and community colleges in this state to enhance the quality of technical education in the area or areas of technology involved; 
(e) The ability and willingness to cooperate with the corporation, the department of economic development, and other economic development agencies in promoting the growth and development in Missouri of industries based upon or benefiting from the area or areas of technology involved; 

(3) Establish such requirements as it deems appropriate for the format, content and filing of applications for designation as centers for advanced technology; 

(4) Establish such procedures as it deems appropriate for the evaluation of applications for designation as centers for advanced technology, including the establishment of peer review panels composed of nationally recognized experts in the technological areas and industries to which the application is related.

4. From such funds as may be appropriated for this purpose by the general assembly, the department of economic development may provide financial support, through contracts or other means, to designated centers for advanced technology in order to enhance and accelerate the development of such centers. Funds received pursuant to this subsection may be used for the purchase of equipment and fixtures, employment of faculty and support staff, provision of graduate fellowships, and other purposes approved by the department of economic development, but may not be used for capital construction.

5. From such funds as may be appropriated for this purpose by the general assembly, the department of economic development may provide grants to any one university or university-affiliated research institution for purposes of planning and program development aimed at enabling such university or university-affiliated research institution to qualify for designation as a center. Such grants shall be awarded on a competitive basis, and shall be available only to those applicants which, in the judgment of the corporation and department of economic development, may reasonably be expected to be designated as centers. 

(L. 1986 S.B. 426 § 5, A.L. 1989 H.B. 249 & 47, A.L. 1993 H.B. 566)

Rulemaking authority, procedure. 

348.275. 1. The department of economic development may draft and promulgate rules and regulations consistent with the provisions of sections 348.251 to 348.272 as are necessary or useful to carry out the provisions of those sections.

2. No rule or portion of a rule promulgated under the authority of sections 348.251 to 348.272 shall become effective until it has been approved by the joint committee on administrative rules in accordance with the procedures provided in this section, and the delegation of the legislative authority to enact law by the adoption of such rules is dependent upon the power of the joint committee on administrative rules to review and suspend rules pending ratification by the senate and the house of representatives as provided in this section.

3. Upon filing any proposed rule with the secretary of state, the department shall concurrently submit such proposed rule to the committee, which may hold hearings upon any proposed rule or portion thereof at any time.

4. A final order of rulemaking shall not be filed with the secretary of state until thirty days after such final order of rulemaking has been received by the committee. The committee may hold one or more hearings upon such final order of rulemaking during the thirty-day period. If the committee does not disapprove such order of rulemaking within the thirty- day period, the department may file such order of rulemaking with the secretary of state and the order of rulemaking shall be deemed approved.

5. The committee may, by majority vote of the members, suspend the order of rulemaking or portion thereof by action taken prior to the filing of the final order of rulemaking only for one or more of the following grounds: 
(1) An absence of statutory authority for the proposed rule; 
(2) An emergency relating to public health, safety or welfare; 
(3) The proposed rule is in conflict with state law; 
(4) A substantial change in circumstance since enactment of the law upon which the proposed rule is based. 

6. If the committee disapproves any rule or portion thereof, the department shall not file such disapproved portion of any rule with the secretary of state and the secretary of state shall not publish in the Missouri Register any final order of rulemaking containing the disapproved portion.

7. If the committee disapproves any rule or portion thereof, the committee shall report its findings to the senate and the house of representatives. No rule or portion thereof disapproved by the committee shall take effect so long as the senate and the house of representatives ratify the act of the joint committee by resolution adopted in each house within thirty legislative days after such rule or portion thereof has been disapproved by the joint committee.

8. Upon adoption of a rule as provided in this section, any such rule or portion thereof may be suspended or revoked by the general assembly either by bill or, pursuant to section 8, article IV of the Constitution of Missouri, by concurrent resolution upon recommendation of the joint committee on administrative rules. The committee shall be authorized to hold hearings and make recommendations pursuant to the provisions of section 536.037, RSMo. The secretary of state shall publish in the Missouri Register, as soon as practicable, notice of the suspension or revocation.

(L. 1995 H.B. 414)

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Bylaws

BYLAWS FOR THE MISSOURI TECHNOLOGY CORPORATION

ARTICLE I

IDENTITY

These are the Bylaws of the Missouri Technology Corporation (“the Corporation”), a nonprofit corporation established pursuant to Sections 348.251 to 348.275 of the Revised Statutes of Missouri (“RSMo”) and subject to the provisions of chapter 355, RSMo, with its principal place of business in Jefferson City, Missouri.

ARTICLE II

PRINCIPAL OFFICE

The principal office of the Corporation shall be in the Department of Economic Development, located in Room 680 of the Harry S. Truman Building, Jefferson City, Missouri. The Corporation may have offices at other places, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

PURPOSES AND POWERS

Section 1. Purpose

a. The purposes of the Corporation are to contribute to the strengthening of the economy of the State of Missouri through the development of science and technology, to promote the modernization of Missouri businesses by supporting the transfer of science, technology and quality improvement methods to the workplace, and to enhance the productivity and modernization of Missouri businesses by providing leadership and the establishment of methods of technology application, technology commercialization and technology development.

b. To accomplish the aforementioned purposes, the Corporation may perform the following functions:

    1. Establish a statewide business modernization network to assist Missouri businesses in identifying ways to enhance productivity and market competitiveness.

    2. Identify scientific and technological problems and opportunities related to the economy of Missouri and formulate proposals to overcome those problems or realize those opportunities.

    3. Identify specific areas where scientific research and technological investigation will contribute to the improvement of productivity of Missouri manufacturers and farmers.

    4. Determine specific areas in which financial investment in scientific and technological research and development from private businesses located in Missouri could be enhanced or increased if state resources were made available to assist in financing activities.

    5. Assist in establishing cooperative associations of universities in Missouri and of private enterprises for the purpose of coordinating research and development programs that will, consistent with the primary educational function of the universities, aid in the creation of new jobs in Missouri.

    6. Assist in financing the establishment and continued development of technology intensive businesses in Missouri.

    7. Advise universities of the research needs of Missouri business and improve the exchange of scientific and technological information for the mutual benefit of universities and private businesses.

    8. Coordinate programs established by universities to provide Missouri businesses with scientific and technological information.

    9. Establish programs in scientific education which will support the accelerated development of technology-intensive businesses in Missouri.

   10. Provide financial assistance through contracts, grants and loans to programs of scientific and technological research and development.

   11. Determine how public universities can increase income derived from the sale or licensure of products or processes having commercial value that are developed as a result of university sponsored research programs.

   12. Contract with innovation centers, small business development corporations, the Missouri Productivity Institute, centers for advanced technology, with the Missouri Department of Economic Development and other entities or organizations for the provision of technology application, technology commercialization and technology development services. Such contracting procedures shall not be subject to the provisions of Chapter 34, RSMo.

  13. Make direct seed capital or venture capital investments in Missouri business investment funds or businesses which demonstrate the promise of growth and job creation. Investments from the Corporation may be in the form of debt or equity in the respective businesses.

   14. Such other functions as may be necessary to carry out the purposes and powers as created or amended by statute or by the Board of Directors.

Section 2. Nonprofit Purpose. The Corporation is organized and operated exclusively for charitable, educational and scientific purposes as set forth in Sections 348.251 to 348.275, RSMo.

Section 3. Powers. Subject to any limitation or restriction imposed by Missouri law, or any other provision of these Bylaws, the Corporation shall have power to:

a. Do all things necessary, advisable or convenient for the accomplishment of any of the purposes set forth for the Corporation; or which shall at any time appear conducive or expedient for the protection or benefit of the Corporation, and to do all things incidental thereto or connected therewith which are not forbidden by law.

b. Have, exercise, and enjoy for the purposes set forth for the Corporation all the general rights, privileges and powers granted to the Corporation by Missouri law, including but not limited to:

    1. Receiving money from any source, borrowing money, entering into contracts, and expending money for any activities appropriate to its purposes;

    2. Appointing staff and employing staff; 

    3. Doing any acts necessary or incidental to carrying out the functions set forth in Section 348.261, RSMo.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Number. The governing body of the Corporation shall be a Board of Directors composed of fifteen (15) persons, the majority of whom shall be chosen from the private sector.

Section 2. Composition. The Board of Directors shall consist of the following members:

a. The Director of the Missouri Department of Economic Development, or the Director’s designee;

b. The President of the University of Missouri system, or the president’s designee;

c. A member of the State Senate, appointed by the President Pro-Tem of the Senate;

d. A member of the House of Representatives, appointed by the Speaker of the House;

e. Eleven members appointed by the Governor, two of whom shall be from the public sector, and nine members from the private sector who shall include, but not be limited to, individuals who represent technology-based businesses and industrial interests.

Section 3. Terms of Office. Each of the directors of the Corporation who are appointed by the Governor shall serve for a term of four years. Notwithstanding this provision, of the directors serving on the Corporation as of August 28, 1995, the Governor shall designate three directors to serve a term of four years, three directors shall be designated to serve a term of three years, three directors shall be designated to serve a term of two years, and two directors shall be designated to serve a term of one year. Each director shall continue to serve until a successor is duly appointed by the Governor or upon resignation from the Board of Directors.

Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held four (4) times each year, once during each calendar quarter. The annual meeting shall be held in conjunction with the annual public hearing as provided in Article IX, Section 2 hereof or such other date as may from time to time be designated by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board, or upon written request of a majority of the Board of Directors, or upon request of the Governor.

Section 6. Meetings via Electronic Means. Members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall constitute presence in person at the meeting.

Section 7. Notice of Meetings. Notice of all regular and special meetings of the Board of Directors shall be given to each Director in writing and delivered to him or her either personally, by mail, or electronic mail ten (10) days prior to the date called for the meeting. A tentative agenda for the meeting may be included with such notice. A Director’s attendance at or participation in a meeting waives any required notice of any meeting unless the Director upon arriving at the meeting or, prior to the vote on a matter not noticed in conformity with applicable law or these Bylaws, objects to lack of notice and does not vote for or assent to the objected to action. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in any notice or waiver of notice of such meeting.

Section 8. Quorum. One-half (1/2) of the entire Board of Directors shall constitute a quorum of the Board. Board members may be counted in attendance at meetings by appearing either in person or by electronic means. No formal action may be taken by the Board of Directors unless a quorum is present. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, unless the action is one upon which, by express provision of the Missouri statutes or these Bylaws, a different vote is required, in which case such express provision shall govern and control. If a quorum shall not be present at any meeting of Directors, the Directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Compensation. The Directors shall not be compensated by salary, except that the Board of Directors may be reimbursed for out-of-pocket expenses and travel expenses which are reasonable and necessary for the Board of Directors’ activities. Reimbursement for such expenses will be limited to amounts consistent with any policy of the Department of Economic Development or the State of Missouri.

Section 10. Attendance. The Chairperson may replace any member of the Board of Directors if they are not present at two of the quarterly meetings of the Board in any calendar year. The Chairperson’s decision shall be at the advice and consent of the Executive Committee of the Corporation. If two-thirds of the Executive Committee vote to retain the Board member, then the member will remain a member of the Board of Directors in good standing. If the member of which the vote is being taken to determine whether or not he or she should remain a member of the Board of Directors is a member of the Executive Committee, this member shall not vote. If the member does not receive the required two-thirds majority vote, the member will be notified by the Chairperson that he or she has been removed as a member of the Missouri Technology Corporation. The Chairperson will then notify the Governor of the vacancy on the Board of Directors. If the Governor approves such action, the member shall be replaced.

Section 11. Actions by Written Consent. Except as prohibited by Missouri law, actions required or permitted by Missouri law to be taken at a Board of Directors meeting may be taken without a meeting if the action is taken by all members of the Board of Directors. The action shall be evidenced by one or more written consents describing the action taken, signed by each member of the Board of Directors, and included in the minutes filed with the corporate records reflecting the action taken. Such action shall be effective when the last member of the Board of Directors signs the consent, unless the consent specifies a different effective date.

ARTICLE V

OFFICERS AND THEIR DUTIES

Section 1. Officers. The officers of the Corporation shall be a Chairperson of the Board of Directors, a Vice-Chairperson of the Board of Directors, and a Secretary/Treasurer. In addition, the Corporation shall hire an Executive Director, who shall be selected by the Board of Directors; provided, however that the Executive Director shall only be designated as an officer of the Corporation if (i) the Executive Director has a written employment agreement in place with the Corporation, or (ii) the Executive Director has a written employment agreement in place with the Missouri Department of Economic Development (or its successor), which also has a written agreement in place with the Corporation to provide the services of the Executive Director to the Corporation.

Section 2. Election/Appointment of Officers. The Governor shall annually appoint a member of the Board of Directors, who must be from the private sector, as Chairperson. The Vice-Chairperson of the Board of Directors and the Secretary/Treasurer shall be elected by members of the Board of Directors at the first meeting. The Executive Director shall be appointed by the Board of Directors.

Section 3. Term of Service. The Chairperson, Vice-Chairperson and Secretary/Treasurer shall serve in their respective positions for a one (1) year period, or until replaced for other circumstances. The Chairperson, Vice-Chairperson and Secretary/Treasurer may be elected to successive annual terms. Subject to Article V, Section 1 of these Bylaws, the Executive Director shall serve until his or her resignation or termination by the Board of Directors.

Section 4. Compensation of Officers. The Chairperson, Vice-Chairperson and Secretary/Treasurer shall not be compensated by salary, except that they may be reimbursed for out-of-pocket expenses and travel expenses which are reasonable and necessary for their offices. Reimbursement for such expenses will be limited to amounts consistent with any policy of the Department of Economic Development or the State of Missouri.

The compensation of the Executive Director shall be set by the Board of Directors if the Executive Director is an employee of the Corporation.

Section 5. Duties of the Chairperson. The Chairperson of the Board of Directors shall preside at all meetings of the Board of Directors. The Chairperson may execute all contracts in accordance with Article V, Section 9 of these Bylaws, and shall perform such other duties as are incident to the Chairperson’s office or properly required of the Chairperson by the Board of Directors.

Section 6. Duties of the Vice-Chairperson. The Vice-Chairperson of the Board of Directors shall perform the duties of the Chairperson of the Board in the Chairperson’s absence or disability. Further, the Vice-Chairperson of the Board of Directors shall have such powers and discharge such duties as may be properly assigned to the Vice-Chairperson, from time to time, by the Board of Directors.

Section 7. Duties of the Secretary/Treasurer.

a. The Secretary/Treasurer shall attend to the keeping of a current record of all proceedings of the meetings of the Board of Directors. The Secretary/Treasurer shall attend to the giving of notices. The Secretary/Treasurer shall have such powers and perform such other duties as are incident to the Secretary/Treasurer’s office or properly required of the Secretary/Treasurer by the Board of Directors.

b. The Secretary/Treasurer shall have charge of all the monies and securities belonging to the Corporation. The Secretary/Treasurer shall attend to the deposit of said monies in the name of the Corporation with such bank or other financial institution as the Board of Directors may name from time to time. The Secretary/Treasurer shall attend to the keeping of the records of all receipts and disbursements and shall have charge generally of all the records of the Corporation relating to finances and shall be responsible for their accuracy.

Section 8. Duties of the Executive Director. The Executive Director shall be responsible for managing the day-to-day operations of the Corporation. Furthermore the Executive Director shall have authority to execute all contracts authorized by the Board of Directors and shall perform such other duties as are incident to the Executive Director’s office or properly required of the Executive Director by the Board of Directors.

Section 9. Authority to Execute Contracts on Behalf of the Corporation. The following have authority to execute contracts on behalf of the Corporation: (i) the Chairperson so long as such contract is approved by the Board of Directors; and (ii) if the Executive Director has been designated as an officer pursuant to Article V, Section 1 of these Bylaws, the Executive Director so long as either (a) the amount involved in such contract is less than $5,000, or (b) such contract is approved by the Board of Directors.

EXECUTIVE COMMITTEE

Section 1. Members of the Executive Committee. The Executive Committee shall consist of five (5) members of the Board of Directors, including the Chairperson of the Board. The Executive Director shall serve as a non-voting member of the Executive Committee. The remaining members of the Executive Committee shall be elected by the Board of Directors. The Executive Committee shall serve for a period of one year and its members may be re-nominated and re-elected to successive terms.

Section 2. Vacancies on the Executive Committee. Vacancies may be filled at any regular or special meeting and persons elected to fill such vacancies shall serve for the period of the unexpired term.

Section 3. Chairperson. The Chairperson of the Board of Directors shall serve as Chairperson of the Executive Committee.

Section 4. Meetings. The Executive Committee shall meet four (4) times per year. Additional meetings may be called by the Chairperson of the Executive Committee.

Section 5. Duties. The Executive Committee shall have the following duties:

a. Develop and recommend policies for the Corporation and its committees.

b. Select and recommend issues, programs, or problem areas which the Corporation shall study and/or implement.

c. Recommend the appointment and/or dissolution of standing and special committees.

d. Review periodically the progress of all standing and special committees.

e. Perform such other duties as may be assigned from time to time by the Board of Directors.

f. Approve contracts so long as the Executive Committee is acting upon authority delegated by the Board of Directors.

ARTICLE VII

AUDIT COMMITTEE

Section 1. Members of the Audit Committee. The Audit Committee shall consist of five (5) members of the Board of Directors, including the Chairperson of the Board and the Secretary/Treasurer. The remaining members of the Audit Committee shall be elected by the Board of Directors. The Audit Committee shall serve for a period of one year and its members may be re-nominated and re-elected to successive terms.

Section 2. Vacancies on the Audit Committee. Vacancies may be filled at any regular or special meeting and persons elected to fill such vacancies shall serve for the period of the unexpired term.

Section 3. Chairperson. The Secretary/Treasurer shall serve as Chairperson of the Audit Committee.

Section 4. Meetings. The Audit Committee shall meet four (4) times per year. Additional meetings may be called by the Chairperson of the Audit Committee.

Section 5. Duties. The Audit Committee shall have the following duties:

a. Develop and recommend policies for the Corporation and its committees.

b. Review and approve conflict-of-interest transactions involving any of the Corporation’s directors, officers and employees.

c. Assist the Treasurer in preparing any reports to be presented to the Board of Directors.

d. Assist the Corporation’s auditors in connection with audits of the Corporation’s financial position.

e. Perform such other duties as may be assigned from time to time by the Board of Directors.

ARTICLE VIII

STANDING OR SPECIAL COMMITTEES

Section 1. Committees. Standing or special committees may be appointed by the Chairperson of the Board of Directors pursuant to the recommendations of the Executive Committee.

Section 2. Committee Chairperson. The Chairperson of the Board of Directors shall appoint the Chairperson of any standing or special Committees. Such Chairpersons shall be members of the Board of Directors.

Section 3. Committee Members. The Chairperson of the Board of Directors shall appoint the committee members which may include, in addition to members of the Board of Directors, persons of special expertise who are not members of the Board of Directors.

Section 4. Sub-Committees. Standing or special committees may create their own sub-committees as deemed necessary.

Section 5. Committee Meetings. A standing or special committee will meet as requested by the committee Chairperson.

ARTICLE IX

REPORTS AND RECOMMENDATIONS

Section 1. Accountability. The Chairperson of the Board of Directors, on behalf of the Board, shall report directly to the Governor of the State of Missouri.

Section 2. Annual Report. The Corporation shall submit an annual report to the Governor and to the Missouri General Assembly. The report shall be due on the first day of November of each year and shall include detailed information on the structure, operation and financial status of the Corporation. The Corporation shall conduct an annual public hearing to receive comments from interested parties regarding the report, and notice of the hearing shall be given at least fourteen (14) days prior to the hearing.

Section 3. Annual Audit. The Corporation is subject to an annual audit by the State Auditor, to be performed at the Corporation’s expense.

Section 4. Approval of Report. Formal reports, recommendations, and other information from officers or committees require the approval of the Board of Directors before being forwarded and transmitted to the Governor of the State of Missouri or Missouri General Assembly by the Chairperson of the Board of Directors.

Section 5. Release of Recommendations. With the prior approval of the Governor, the Corporation may make its recommendations known to interested State agencies, private industry, interested parties and the public.

ARTICLE X

FUNDING AND ITS USE; CONTRACTUAL POWERS

Section 1. General. The Corporation may receive money from any source, may borrow money, may enter into contracts, and may expend money for any activities appropriate to its purposes. The Board of Directors of the Corporation may make monetary contributions to organizations which conduct programs that are consistent with the Charter of the Corporation and contribute to the continued development of technology in the State.

Section 2. Missouri Technology Investment Fund. A special fund shall be established in the State Treasury to be known as the Missouri Technology Investment Fund, which shall consist of all monies which may be appropriated to it by the General Assembly, and also any gifts, contributions, grants or bequests received from Federal, private or other sources. Such monies shall include federal funds which may be received from the National Institute for Science and Technology, the Small Business Administration and the Department of Defense through its Technology Reinvestment Program.

Money in the Missouri Technology Investment Fund shall be used to carry out the duties and purposes of the Missouri Technology Corporation as authorized by statute. Monies for business modernization programs, technology commercialization programs and technology development programs established under the provisions authorizing the Corporation shall be available from appropriations made by the General Assembly from the Missouri Technology Investment Fund.

Any monies remaining in the Missouri Technology Investment Fund at the end of any fiscal year shall not lapse to the General Revenue fund, but shall remain in the Missouri Technology Investment Fund.

Section 3. Contracting with the Missouri Department of Economic Development. In order to assist the Corporation in achieving the objectives identified in section 348.261, RSMo, and the Corporation’s bylaws, the Missouri Department of Economic Development may contract with the Corporation for activities consistent with the Corporation’s purpose as specified in section 348.256, RSMo. When contracting with the Corporation under the provisions of this section, the Department of Economic Development may directly enter into agreements with the Corporation and shall not be bound by the provisions of chapter 34, RSMo.

Section 4. Contracts with Nonprofit Organizations. Any contract entered into by the Corporation and any nonprofit organization, including innovation centers as defined in section 348.271, RSMo, shall require that the nonprofit organization provide at least a one-hundred percent match for any funding received from the Corporation through the Missouri Technology Investment Fund.

ARTICLE XI

POLICIES AND PROCEDURES

Section 1. Policies and Procedures. The Board of Directors shall have the authority to adopt written policies and procedures for the purpose of accomplishing the objectives of the Corporation, such policies and procedures being subject to amendment by the Board of Directors, as the Board, at its discretion, may see fit.

Section 2. Meetings.

a. Conduct. The Corporation shall conduct the meetings of its Board of Directors and committees in accordance with the procedures as set forth in Robert’s Rules of Order, revised, except insofar as the bylaws, or laws of Missouri will provide otherwise.

b. Open Meetings. Meetings of the Board of Directors shall be open to the public except on the occasion in which closed meetings are authorized under Section 610.025 RSMo, or provided for otherwise in the bylaws, Articles of Incorporation, or laws of Missouri.

ARTICLE XII

FISCAL YEAR AND AUDIT

Section 1. Fiscal Year. The fiscal year of the Corporation shall commence on the first day of July and end on the thirtieth day of June of each year.

Section 2. Audit. The Corporation is subject to an annual audit by the State Auditor, to be performed at the Corporation’s expense.

ARTICLE XIII

RECORDKEEPING

Section 1. Minutes and Actions of the Board of Directors. The Corporation shall maintain, at its principal office or at such other place as the Secretary/Treasurer may from time to time determine and as may be permitted by law, permanent records of the minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by the standing and special committees of the Board of Directors. The Corporation shall also maintain a list of the Directors of the Corporation. These records shall be maintained in written form or in a form easily convertible into written form.

Section 2. Accounting Records. The Corporation shall maintain, at its principal office or at such other place as the Secretary/Treasurer may from time to time determine and as may be permitted by law, permanent records of all its financial transactions, accounts and statements, including but not limited to income, receipts, disbursements, expenses and investment of Corporation funds. These records shall be maintained in an appropriate accounting format. These records shall be maintained in written form or in a form easily convertible into written form.

Section 3. Miscellaneous Records. A copy of the following records shall be maintained at the Corporation’s principal office, or at such other place as the Secretary/Treasurer may from time to time determine and as may be permitted by law:

a. Articles of Incorporation and bylaws and all amendments thereto;

b. Resolutions of the Board of Directors relating to the qualifications and rights of the Directors;

c. All written communications to all Directors within the past three years, including the financial statement provided to the Directors pursuant to the laws governing the Corporation;

d. A list of the names and business or home addresses of the current directors and officers; and

e. The most recent annual report delivered to the Governor, the General Assembly and the Secretary of State.

ARTICLE XIV

INDEMNIFICATION

a. The provisions of this Article shall be in the nature of a contract between the corporation and each of its Directors and Officers made in consideration of such person’s continued service to the corporation. The protection afforded to each Director or Officer by the provisions of this Article shall survive such person’s term of office or employment. This Article may not be repealed, nor may the benefits to the Directors and Officers afforded hereby be diminished, except as to liability accruing in respect of acts or omissions occurring after the date of such repeal or modification.

b. The corporation shall hold harmless and indemnify each Director and Officer to the fullest extent authorized or permitted by the provisions of Subsections 1 through 6 and 9 through 11 of Section 355.476, Missouri Revised Statutes, as amended (which Section, in its entirety, is hereinafter referred to as the “State Statute”) or any other or additional statutory provisions which are hereafter adopted authorizing or permitting such indemnification.

c. The corporation may purchase and maintain for the benefit of each Director or Officer, as named insured or additional insured, a policy or policies of general comprehensive liability insurance (covering claims arising out of death, illness or injury or arising out of property loss or damage) and directors’ and officers’ liability insurance (covering claims arising out of wrongful acts or omissions) in respect of liabilities asserted against and/or incurred by its Directors and Officers in either such capacity or otherwise in the performance of their services for the corporation.

d. In addition to the foregoing, and subject only to the exclusions set forth in section (e) of this Article, the corporation shall, to the fullest extent authorized or permitted by the provisions of Subsection 7 of the State Statute, hold harmless and indemnify each Director and Officer: (i) against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Director or Officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the right of the corporation) to which such Director or Officer is, was or at any time became a party (or a witness thereto), or is threatened to be made a party (or witness), by reason of the fact that such Director or Officer is, was or at any time becomes a Director, Officer, employee or agent of the corporation, or is or was serving or at any time serves at the request of the corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; and (ii) otherwise to the fullest extent as may be provided to such Director or Officer by the corporation under the non-exclusivity provisions of the State Statute.

e. No indemnity pursuant to section (d) of this Article shall be paid by the corporation: (i) except to the extent the aggregate of losses to be indemnified thereunder exceeds the amount of such losses for which the Director or Officer is indemnified either pursuant to section (b) of this Article or pursuant to any insurance of the type referred to in section (c) of this Article purchased and maintained by the corporation; (ii) in respect of remuneration paid to such Director or Officer if it shall be determined by a final decision of a court having jurisdiction in the matter that such remuneration was in violation of law; (iii) on account of such Director’s or Officer’s conduct which is finally adjudged by a court having jurisdiction in the matter to have been knowingly fraudulent, deliberately dishonest or willful misconduct; or (iv) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

f. All agreements and obligations of the corporation contained in this Article shall continue during the period the Director or Officer is a Director or Officer of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as the Director or Officer shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that he or she was a Director or Officer of the corporation or was serving in any other capacity referred to in this Article.

g. The corporation shall pay, in advance of the final disposition of the action, suit or proceeding, all reasonable expenses of the Director or Officer incurred in defending any civil or criminal action, suit or proceeding against him or her, provided he or she shall have agreed to reimburse the corporation if and to the extent that it shall be ultimately determined that he or she is not entitled to be indemnified by the corporation for such expenses.

ARTICLE XV

AMENDMENTS

The Board of Directors may, by a majority vote, amend the Articles of Incorporation or the bylaws of the Corporation. Any amendment in the Articles of Incorporation or bylaws of the Corporation must be approved by the Governor.