Download the NORDTECH Bylaws here

Article I: Organization

1. The Research Foundation for The State University of New York (“Foundation”), acting on behalf of The SUNY Center for Economic Development (“SUNY CED”), is the administrator for the Northeast Regional Defense Technology Hub operating under the name of the “NORDTECH” (NORDTECH). Foundation has an award from National Security Technology Accelerator (“NSTXL”) which was entered into on October 11, 2023, (“Prime Contract”) for Foundation to conduct a project entitled NORDTECH MicroElectronics Commons (“ME Commons”) Hub N00164-23-9-G061.

2. NORDTECH is an unincorporated consortium and will focus on applied semiconductor research based in the United States. NORDTECH is a program of SUNY CED, with the Foundation and SUNY CED providing administrative support to NORDTECH, and jointly participating in NORDTECH as a NORDTECH Member (as defined in the NORDTECH Membership Agreement, hereinafter “Membership Agreement”).

Article II: Mission

NORDTECH seeks to develop, mature and transfer technologies to an ecosystem of partners, including Hub-to-Hub collaboration, for prototyping and technology adoption for both commercial-use and U.S. government applications.

Article III: Management

1. Foundation, in its role as the administrator of NORDTECH, will:

a. Provide staffing for finance, legal, procurement/contracting and other general administrative support;

b. Assist NORDTECH with the recruitment, assignment, management and replacement (as appropriate) of the Leads identified in this Article III;

c. Foundation, as the presumed employer, will appoint and may remove the Program Director and Technical Director, identified in this Article III, at any time by providing written notice of the removal to the Governance Committee. If a Director identified in this Article III is removed, Foundation shall designate a replacement. Where practical, the GAC will be consulted, regarding the appointment, replacement, or removal of the Program and Technical Directors;

d. Enter into contracts for NORDTECH and enter into subcontracts with NORDTECH Members, containing relevant terms and conditions of the Prime Contract, as applicable;

e. Assist NORDTECH in complying with all obligations under the Prime Contract; and

f. Administer all financial matters related to NORDTECH.

2. The Program Director is responsible for leadership, organization, and coordination in support of NORDTECH in the area of program management.

3. The Technical Director is responsible for the day-to-day management of projects and technical logistics of NORDTECH Hub execution.

Article IV: NORDTECH Governance Advisory Committee (GAC)

1. The GAC will be comprised of the following entities that shall be deemed and treated as Founding Members of NORDTECH: a) The Research Foundation for SUNY on Behalf of the University at Albany College of Nanotechnology, Science & Engineering (“CNSE”); b) International Business Machines Corporation (“IBM”); c) Cornell University (“Cornell”); d) Rensselaer Polytechnic Institute (“RPI”) and e) NY Center for Research, Economic Advancement, Technology, Engineering and Sciences (“NY CREATES”).

2. The GAC shall be comprised of five (5) representatives, one from each of the Founding Members. The representatives will be agents of the Founding Members. In the event that any of the representatives are unable through a conflict of interest, or unavailable to perform the function of the representative, each Founding Member shall designate an alternate representative.

3. The GAC will provide advisory input to Foundation regarding governance, operation, staffing, and leadership of NORDTECH.

4. Within the limits permitted by law, the GAC may choose to deny membership to any entity, if the GAC decides that such entity is not aligned with the mission and goals of NORDTECH, or the policies of the Founding Members. The GAC may develop processes for appealing an adverse membership decision at its discretion.

5. The GAC will provide its decisions to Foundation regarding proposal and program selection, which input shall be acted on by Foundation, if reasonably practical. Notwithstanding the foregoing, neither Foundation nor NY CREATES shall be required to take any action that imposes financial or legal liability on itself, unless that entity, in its sole discretion, agrees.

6. The GAC will designated the following committees: the Technical Advisory Committee, the Workforce Advisory Committee, and the Facility Advisory Committee. The GAC may establish and abolish additional committees, at its discretion. Each committee will create a charter, to be approved by the GAC.

7. The GAC will appoint a Partnership Director to be the main external representative of the NORDTECH Hub for industry, government engagement and outreach.

8. The Program Director will coordinate GAC meetings and will serve as a non-voting representative of the Governance Committee.

9. GAC representatives will be subject to reasonable confidentiality and conflict of interest policies adopted by the GAC and their relevant Founding Member employers.

10. Any GAC representative may resign his or her office at any time by delivering his or her resignation in writing to the GAC. The resignation will take effect at the time specified therein or, if no time is specified, it will be effective at the time of its receipt. The acceptance of a resignation will not be necessary to make it effective, unless expressly so provided in the resignation.

11. Any GAC representative designated or employed by a Founding Member entity that is no longer a NORDTECH Member or is no longer employed by the Founding Member must be removed from the GAC immediately after the corresponding Founding Member ceases to be a NORDTECH Member or employment with the Founding Member ceases.

12. Each GAC representative, will be entitled to one vote on decisions that are the responsibility of the GAC. Four (4) voting GAC representatives of Founding Members serving at the time of any meeting shall constitute a quorum for the transaction of business. All decisions will be made by at least three (3) affirmative votes of the GAC representatives who are present at a meeting at which a quorum is present.

13. Any action required or permitted to be taken at any meeting of the GAC, or any committee thereof, may be taken without a meeting if a quorum of GAC representatives or committee representatives, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the GAC or committee.

14. Representatives of the GAC or any committee thereof, may participate in a meeting of the GAC or committee thereof, by means of a virtual conference, telephone, or similar communications equipment as long as all persons participating in the meeting can speak with and hear each other. The participation by a representative of the GAC pursuant to this Section will constitute presence in person at such meeting.

Article V: Committees

1. The Governance Committee will establish, at a minimum, the following additional committees for the purpose of advancing the mission of NORDTECH. Each committee will have one representative or agent from each of the Founding Members, with additional representatives from the overall membership as prescribed by each committee’s charter.

a. Technical Advisory Committee (TAC) - NORDTECH will have a TAC to provide advice and feedback to the GAC. The TAC will create a charter that will be approved by the GAC. The TAC will prioritize technical project selection, using a project selections scorecard and Hub infrastructure investment to make recommendations to the GAC.

b. Workforce Advisory Committee (WAC) - NORDTECH will have a WAC to provide advice and feedback to the GAC. The WAC will create a charter that will be approved by the GAC. The WAC will review and prioritize workforce development, including training, deployment, and support of technical project-based training.

c. Facility Advisory Committee (FAC) - NORDTECH will have a FAC to provide advice and feedback to the GAC. The FAC will create a charter that will be approved by the GAC. The FAC will review facility capacity and capability and make recommendations to the GAC.

Article VI: Projects

1. All NORDTECH projects funded through the ME Commons program will be subject to the flow through requirements of the prime contract and the terms of a subaward between Foundation and the applicable Member(s), except as agreed to in writing by the Prime Contractor.

2. No NORDTECH internally funded projects are currently contemplated. If that should change at any time, these Bylaws, as well as the Membership Agreement, will first be amended to set forth the relevant terms (including but not limited to intellectual property terms).

3. The project approval process for all NORDTECH projects will include an evaluation by the TAC, to ensure collaboration and to align with hub strategy and capabilities, while validating the proposed technical approach.

4. The other Advisory Committees will review and rate proposals as appropriate.

5. The GAC may set forth additional procedures related to proposal and project selection at its discretion.

Article VII: Conflicts of Interest (“COI”)

1. NORDTECH, the Government and all NORDTECH Members shall comply with the NORDTECH COI policy, as well as the COI policy for their respective institution, for all NORDTECH activities.

2. NORDTECH Members will endeavor to avoid any COI. Each NORDTECH Member understands that even the appearance of a COI can cause embarrassment and jeopardize the credibility of NORDTECH. Any COI, potential COI, or the appearance of a COI shall be reported to the GAC or the GAC’s designee immediately. NORDTECH Members are to maintain independence and objectivity with other NORDTECH Members, vendors, and the community. NORDTECH Members are called to maintain a sense of fairness, civility, ethics, and personal integrity even though law, regulation, or custom does not require them to do so.

3. NORDTECH and all NORDTECH Members shall comply with all applicable laws and regulations regarding COI in the performance of projects and other NORDTECH activities.

Article VIII: Export Compliance

1. Projects may be subject to export control laws and regulations. Project proposals will be required to identify any export-controlled information reasonably expected to be disclosed or developed in the project. NORDTECH Members will comply with all applicable export control laws and regulations of the United States, including the Export Administration Act, the Arms Export Control Act (“AECA”), International Traffic in Arms Regulations, 22 CFR § 120 et. seq. (“ITAR”), the Department of Commerce Export Administration Regulations (15 C.F.R. Part 730 et seq.) (“EAR”), and other U.S. government directives related to export control. NORDTECH Members will not export or re-export any information, technical data, technical know-how, products, goods or related services that are identified on any U.S. export control list (“Controlled Items”) in violation of the AECA, ITAR, or EAR. NORDTECH Members will not disseminate (1) any Controlled Item to foreign persons (as defined in the EAR), or to persons and affiliated entities of foreign governments, foreign government agencies or foreign organizations, in violation of the AECA, ITAR or EAR; and (2) any item to any person or affiliated entity of a person or entity named on the U.S. Department of Treasury Specially Designated Nationals List, the U.S. Department of Commerce Denied Persons List, Entity List and Unverified List, U.S. Department of State’s Debarred Parties List, or any other U.S. government list of persons or entities to which dissemination of items may not be made.

2. Each NORDTECH Member will adopt its own internal procedures to comply with export control regulations. If the export or re-export of information is restricted by export control regulations without an available license exception, or otherwise authorized under the law, NORDTECH Member shall receive the Government’s approval, with notification to Foundation including such approval, before assigning or granting access to any work, equipment, or technical data generated or delivered under the Membership Agreement, Bylaws, Subaward, or a Project Award Agreement, to foreign persons or their representatives. The notification shall include the name and country of origin of the foreign person or representative, and the specific work, equipment, or data to which the person will have access.

3. Each NORDTECH Member agrees that is will not disclose any technical data or technology controlled under U.S. export control laws and regulations (collectively “Controlled Information”), to another Member, unless it has received prior written approval from the receiving Member’s authorized official. Such prior approval shall include a statement that a plan is in place to appropriately protect the Controlled Information.

4. Each NORDTECH Member acknowledges and understands that because the academic NORDTECH Members are institutions of higher education and have many foreign persons who are students, employees and visitors, some of the academic NORDTECH Members conduct research activities as “Fundamental Research” as defined by DOD Carter Memo and 15 CFR 734.8 and do not perform export-controlled research or work that is determined to be controlled unclassified information (CUI) or Controlled Defense Information (CDI). While these academic NORDTECH Members may Participate in projects where certain portions are not considered Fundamental Research, each NORDTECH Member agrees that academic NORDTECH Members will not be required to perform export-controlled research or accept export-controlled information or technology.

Article IX: Amendments

1. All proposed amendments to the Membership Agreement template or Bylaws will not be implemented unless approved unanimously by the voting members of the GAC. Such amendments may not conflict with the provisions of the Prime Contract. If an amendment to the Membership Agreement is approved by the GAC (“Membership Agreement Amendment”), the change will be incorporated into a revised draft of the Membership Agreement and distributed to the NORDTECH Members for signature. If an amendment to the Bylaws is approved by the GAC (“Bylaws Amendment”), the change will be incorporated into a revised draft of the Bylaws and distributed to NORDTECH Members. Notwithstanding the foregoing, Foundation is permitted to make changes to the Membership Agreement, for individual members on a case by case basis, as long as it is not contrary to the goals, policies, or Bylaws of NORDTECH.

2. If a NORDTECH Member chooses not to accept the Membership Agreement Amendment or Bylaws Amendment, then the NORDTECH Member may elect to withdraw its membership in accordance with the terms of the Membership Agreement, within thirty (30) days of receiving notice of the Amendment.

3. If a NORDTECH Member has not indicated its intent to accept the Member Agreement Amendment or Bylaws Amendment after ninety (90) days of the affirmative approval by the GAC, then Foundation, at its sole discretion, may direct NORDTECH to cause the involuntary withdrawal of Member. Such withdrawal will be effective immediately upon delivery of a notice from Foundation to Member indicating the election to cause such involuntary withdrawal to occur.

Article X: General

If Foundation becomes aware of any conflict between the terms of these Bylaws, the Membership Agreement, an Advisory Committee charter or the Prime Contract, then (a) Foundation will promptly notify the GAC of the conflict, and (b) seek to amend the Membership Agreement, charter, and/or the Bylaws to address the conflict. Notwithstanding the foregoing, in the case of conflict, the order of precedence for conflicts is: Prime Contract, these Bylaws, the Membership Agreement, Advisory Committee charters.

Article XI: Ratification

These Bylaws have been ratified and enacted with the unanimous consent of the GAC.