Articles of Incorporation

  1. The name of the corporation is: GEORGIA TECH APPLIED RESEARCH CORPORATION.
  2. The address of the initial registered office of the corporation is c/o King & Spalding, 191 Peachtree Street, Atlanta, Georgia, Fulton County, Georgia 30303. The initial registered agent at such address is John C. Staton, Jr.
  3. The name and address of the Incorporator is John C. Staton, Jr., of King & Spalding, 191 Peachtree Street, Atlanta, Georgia 30303.
  4. The corporation shall be a nonprofit corporation and shall have no capital stock, no shareholders, and no members.
  5. The corporation shall have perpetual duration.
  6. The mailing address of the initial principal office of the corporation is Centennial Research Building, Suite 270, 400 Tenth Street, N.W., Atlanta, Georgia 30332-0415.
  7. The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.
  8. The corporation is organized and shall be operated exclusively for scientific, literary and educational purposes, or any one or more of any such stated purposes. The corporation may conduct schools and engage in other methods of education, conduct laboratories, engage in scientific research, and distribute and disseminate information resulting from research. Such scientific research may be engaged in for others, and also by others in behalf of the corporation. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above.

    No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
  9. The affairs of the corporation shall be managed by a Board of Directors, which shall be called a Board of Trustees and which shall have full and complete power to conduct all of the business and affairs of the corporation. The initial Board of Trustees shall consist of one (1) Trustee to be named by the Incorporator and to serve until the completion of the organization of the corporation at an organizational meeting or by action taken by written consent in lieu of an organizational meeting. After such completion, said Board shall consist of 12 members, to be selected as follows:

    * Three members shall be from the faculty of the Georgia Institute of Technology, one of whom shall be the President thereof, and the other two of whom shall be selected by said President, to hold office at his will.

    * One member shall be selected by the governing body of the Georgia Tech National Alumni Association, Inc.

    * One member shall be selected by the governing body of the Georgia Tech Foundation, Inc.

    * The foregoing five members shall select seven additional members from industry at large, without regard to whether such members are alumni of the Georgia Institute of Technology.

    * The members selected pursuant to (b), (c) and (d) hereof shall serve for such terms as shall be fixed in accordance with the bylaws of the corporation.

  10. The Board of Trustees shall have the power to adopt any bylaws regarding the corporation, not contrary to law or provisions of these Articles of Incorporation.
  11. In the event of liquidation of the corporation, for any reason, the corpus of the corporation (including all capital having arisen from contributions, all accumulated income not attributable to a contract with the Board of Regents, and all surplus reserves) shall be paid over to Georgia Tech Foundation, Inc. upon the agreement that such funds will be held and used for charter purposes of Georgia Tech Foundation, Inc., subject, however, to any special trust which applies to any of such corpus and to such conditions or directions as may be imposed by any court having jurisdiction over such liquidation. Upon liquidation of the corporation, for any reason, all funds remaining in reserves allocated to research under any agreement with the Board of Regents which have resulted from Georgia Institute of Technology contracts shall be paid over to the Georgia Institute of Technology, to be held and used for the research program.
  12. The corporation shall have all the powers now or hereinafter enumerated in Section 14-3-302 of the Georgia Nonprofit Corporation Code. IN WITNESS WHEREOF, the undersigned Incorporator has executed these Articles of Incorporation.

John C. Staton, Jr., Incorporator