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BYLAWS FOR THE
MISSOURI TECHNOLOGY CORPORATION
ARTICLE I
IDENTITY
These are the bylaws of the Missouri Technology Corporation (“the Corporation”), a not-for-profit 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,2 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 720 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 Corporation Board of Directors.
Section 2. Not-for-Profit Purpose. The Corporation is organized and operated exclusively for charitable, educational and scientific purposes as set forth in Sections 348.251 to 348, RSMo.
Section 3. Powers. Subject to any limitation or restriction imposed by the act, any other law, or any other provision of the bylaws of the Corporation, 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 the Act, and by the common 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 first calendar quarter meeting shall be designated as the annual meeting.
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. 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 or by mail, ten days prior to the date called for the meeting. A tentative agenda for the meeting will be included with such notice.
Section 7. 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.
Section 8. Compensation. The Board of Directors shall hold honorary positions and their services 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 9. 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.
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. 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 Secretary/Treasurer shall be elected by members of the Board of Directors at the first meeting. The Vice-Chairperson and Secretary/Treasurer shall serve in their respective positions for a one (1) year period, or until replaced for other circumstances. Officers may be elected to successive annual terms.
Section 2. Duties of the Chairperson. The Chairperson of the Board of Directors shall preside at all meetings of the Board of Directors. The Chairperson shall execute all contracts authorized by the Board of Directors, 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 3. 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 Chairperson, from time to time, by the Board of Directors.
Section 4. 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.
ARTICLE VI
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 committee shall be appointed 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 Chairperson of the Board of Directors.
ARTICLE VII
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 VIII
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 IX
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 Not-for-Profit Organizations. Any contract entered into by the Corporation and any not-for-profit organization, including innovation centers as defined in section 348.271, RSMo, shall require that the not-for-profit organization provide at least a one-hundred percent match for any funding received from the Corporation through the Missouri Technology Investment Fund.
ARTICLE X
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, committees, and members 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 XI
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 XII
RECORDKEEPING
Section 1. Minutes and Actions of the Board of Directors. The Corporation shall maintain, at its principal office, permanent records of the minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or 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 members 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, 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:
a. Articles of Incorporation and bylaws and all amendments thereto;
b. Resolutions of the Board of Directors relating to the qualifications and rights of members;
c. All written communications to all members within the past three years, including the financial statement provided to the members pursuant to the laws governing the Corporation;
d. A list of the names and business or home addresses of the currents directors and officers; and
e. The most recent annual report delivered to the Governor, the General Assembly and the Secretary of State; and
ARTICLE XIII
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.
2 The Corporation shall be subject to the provisions of chapter 355, RSMo only to the extent that said provisions do not conflict with the Corporation’s authorizing statutes found at sections 348.251 to 348.275, RSMo.