Bylaws

The Center addresses fundamental and applied challenges in glass science—such as sustainability, advanced manufacturing, dielectric applications, and mechanical performance—while fostering collaboration between academia, industry, and government. 

The goals of the Center are to: 

• Engage industries 
• Coordinate cutting-edge research 
• Cultivate a skilled workforce 
• Ensure U.S. leadership in the evolving glass industry

Member benefits are as set forth in Appendix A.

The Center will be managed by a director (“Center Director”) and a managing director (the “Managing Director”), each a University employee appointed by the University.  The University may choose to appoint two people to serve in the role as co-Center Directors.  Each Center Collaborator will appoint an associate director (“the Associate Directors” or “Associate Director”). The Center Director, Managing Director and Associate Directors will be responsible for Center operations, financial and technical management, and administration.  The Center Director, Managing Director and Associate Director will be advised on matters related to Center management and technical direction by the Advisory Board. 

The Advisory Board shall be comprised of representative(s) from each Member with Board representation authority (each, a “Member Representative”) in accordance with the Member’s Membership Agreement.  The Board will elect one individual from the Member Representatives to serve as chairperson.  The Board will elect a second individual in the group to serve as the co-chair.  It is the responsibility of the Board to provide recommendations to the Center Director as to the operation of the Center, review and vote on Center research, development, and testing projects, and aid in procedural changes, as provided hereunder.  The Board will report its actions and make recommendations to the Center Director at the conclusion of each meeting.  The Center Director will provide secretarial service for the actual recording of the minutes and preparation of any Board communications.  Minutes from the prior meeting will be approved at the beginning of each following meeting.  Each Member Representative will have voting rights for Center procedural changes as outlined in the Membership Agreement.  In general, a simple majority vote will be sufficient for the Board to make any recommendation, except for Bylaws changes, which must be done in accordance with Section 14(a) herein.  In the event of a tie, the Center Director will be the tie-breaking vote. The Board makes recommendations to the Center Director. The final decision authority for the Center to take any action, including expenditure of the Center’s budget, rests solely with the Center Director. The Board’s authority is advisory in nature and is limited to making non-binding recommendations.  No authority to force an action on the part of University or the Center is granted to the Board hereunder. 

The Annual Membership Fees (the “Fees”) amount is set by the Center Director based upon a recommendation from the Board.  Any change to the amount of the Fees must be made a year in advance of the effective date of the intended change with written notice provided to the Members. 

The Fee structure is specified in Appendix B. 

Generally, each legal entity is afforded one (1) membership to the Center.  An entity that becomes a Member may buy one (1) additional Membership, if approved by Center Director on a case-by-case basis.

The University will abide by its internal institutional guidelines. The Center Director will ensure that any Project recommended by the Board is consistent with the goals and policies of the University. The Center Director will coordinate resource utilization, space, and equipment requirements of the Center within the University.

The Center’s membership cycle/Fiscal Year runs from July 1st to June 30th.

(a) Director’s Annual Report 
The Center Leadership will prepare an annual written report, which will summarize the status, activities, and publications of the Center Projects.  
(b) Periodic Reports 
Each University research team affiliated with the Center, which shall be headed by a University faculty member (“Principal Investigator”), involved in a Center research, development, and/or testing activity (each a “Project”) will prepare update reports with respect to that Project.  At the discretion of the Center Director, Associate Director, and Principal Investigator, the reports may be used for Center recruiting purposes.

On an annual basis, there will be two (2) meetings of all Center Members on such dates, times, and locations (including any real-time virtual meetings) as reasonably determined by the Center Director.  The Center Director shall provide at least thirty (30) days written notice of each meeting of the Members, which notice shall specify the date, time, and location of the meeting as well as provide a meeting agenda.  

Meetings of the Members may include, at the Center Director’s discretion, a review of some or all of the ongoing Projects. Such review may include a summary of Project results in all program areas will be presented in a workshop format and/or presentations on the applicable Projects.  Any presentation will be made by the Principal Investigator (“PI”) leading the project or another participant in the project designated by the PI.  Each Member is encouraged to send his/her technical representative and/or observer to any Member meeting which includes Project reviews. Project reviews are intended to provide the Members and their representatives with an in-depth summary of a Project effort, and to allow a close interaction with faculty, staff, students, and post-docs involved with each Project.
 

Regular meetings of the Advisory Board held on or on an agreed upon period basis and at such time, place, and location (including virtually) as reasonably determined by the Board. Notice of each meeting shall be provided by the Center Director to members of the Board reasonably in advance of the meeting together with an agenda for each such meeting.  A majority of the Members comprising the Board shall constitute a quorum and the affirmative vote of a majority of the Members present shall be necessary for the adoption of any matter voted on by the Advisory Board. Any action taken or permitted to be taken by the Board may be taken without a meeting and will have the same force and effect as if taken by a vote of the Board at a properly called and noticed meeting, if authorized in a writing signed by a majority of the members of the Board. 

In addition to the meetings described in Sections 10 and 11, informal meetings between the Center and the Members’ representatives are expected to occur at mutually agreeable times.  These meetings are strongly encouraged since they are a means of reinforcing ties and strengthening collaboration between Project participants.  University faculty affiliated with the Center may also visit Members’ facilities to assist in broader understanding of the research performed by the Center and to participate in technical exchange with Members’ personnel.  

All financial transactions follow procedures as set forth by the University.

(a) Budget and Reports 
All Center expenditures shall be represented in the Center’s annual administrative budget.  The Center Director and Managing Director shall monitor the Center’s expenses on a regular basis and make the appropriate budget adjustments to ensure its fiscal integrity.  At the annual meeting of the Board, the Center Director will present an annual financial report to the Board.

(b) Project Selection and Distribution of Funds 
Members shall convey their main interest areas to the Center Director. Based on these suggestions the Center Director may issue a call for proposals.  The Board will make recommendations for the Center’s annual research plan, but the final decisions with regards to Center activities resides with the Center Director.

Project proposals submitted to the Center are reviewed and voted on for funding recommendation by Board in accordance with the Membership Agreement, with final approval resting with the Center Director.

Projects shall be funded at amounts and on the schedule as recommended by the Board and approved by the Center Director, subject to availability of Center funds.  Projects selected for funding can be extended through the following membership cycle on a competitive basis and upon recommendation by the Board and approval by the Center Director.  
 

(a) Amendment
These Bylaws may only be amended by a two-thirds vote of the Board, and approval of the Center Director, and the Dean of the University’s College of Engineering.  A copy of the amended Bylaws will be distributed to the University and to all current Members in good standing.

(b) Patent Rights
Patent rights are outlined in the Membership Agreement.

(c) Handling of Intellectual Property (“IP”) 
The PI shall process an invention disclosure for any IP created on a Project funded by the Center. The disclosure shall be submitted to University’s Office of Technology Management and Center Collaborator technology transfer offices as appropriate. Management of such IP shall be handled in accordance with the Membership Agreement and applicable mutual agreement between University and Center Collaborators as applicable.

(d) Disclaimer and Liability
UNIVERSITY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES BOTH EXPRESSED AND IMPLIED WITH RESPECT TO THE ACTIVITIES TO BE PERFORMED HEREUNDER.  UNIVERISTY SHALL NOT BE LIABLE, AND MEMBERS ASSUME ALL LIABILITY FOR, ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, COSTS OR FEES (INCLUDING ATTORNEY FEES) THAT MAY ARISE FROM MEMBERS’ PARTICIPATION IN THE CENTER AS A BOARD MEMBER OR OTHER PARTICIPANT. 

(e) Other Policies
The Center shall adopt such other policies, including without limitation policies on Export Compliance, as the Board, the Center Director, or the University may from time to time determine are necessary to the effective operation of the Center and to comply with applicable law. 

MEMBER BENEFITS

Companies with annual sales exceeding $10M are expected to join the CGR as gold members. Companies with annual sales of $2M - $10M have the option to join the CGR as either silver or bronze members. Companies with annual sales < $2M may join the CGR at any level. Additionally, companies of any size can join as an Adjunct or Educational Member once the membership is approved by majority vote from current 3-level Members.

A company who becomes a Member at any level can provide additional resources (cash or in-kind) to enhance or accelerate a specific project. A company who becomes a Member at any level and wishes to sponsor a project independent of the CGR community may do so via an “Auxiliary (AUX) project” through standard University avenues.

Rights and privileges of CGR Membership include:

Gold Member

• Entitlement to ten (10) evaluation points for selection of proposed CGR research projects.
• Opportunity for initiating one (1) seed project per funding cycle.
• Option to negotiate and execute Commercial License as described in Article III.I of the Agreement.
• Internal License as described in Article III.I of the Agreement
• Early access to all results of research sponsored by the CGR including measurement-process and know-how in accordance with Article III of the Membership Agreement.
• Access to CGR’s Members Only Website, and to all, process, documentation, tools and software created by the CGR in accordance with Article III of the Membership Agreement.

Silver Member

• Entitlement to six (6) evaluation points for selection of proposed CGR research projects.
• Option to negotiate and execute a Commercial License as described in Article III.I of the Agreement.
• Internal License as described in Article III.I of the Agreement
• Early access to all results of research sponsored by the CGR including measurement-process know-how in accordance with Article III of the Membership Agreement.
• Access to CGR’s Members Only Website, and to all publications, documentation and software created by the CGR in accordance with Article III of the Membership Agreement.

Bronze Member

• Entitlement to four (4) evaluation points for selection of proposed CGR research projects.
• Early access to all results of research sponsored by the CGR including measurement-process know-how in accordance with Article III of the Membership Agreement.
• Internal, non-commercial, research and development License as described in Article III.I of the Agreement
• Access to CGR’s Members Only Website, and to all publications, documentation and software created by the CGR in accordance with Article III of the Membership Agreement.

Adjunct Member

• By Board-approved invitation only and reevaluated on an annual basis.
• Entitlement to zero (0) evaluation points for selection of proposed CGR research projects.
• No Access to CGR Intellectual Property.
• Members are invited to attend CGR’s bi-annual member meeting.

Educational Member

• By Board-approved invitation only.
• Entitlement to zero (0) evaluation points for selection of proposed CGR research projects.
• Funds go directly to workforce development and member is invited to help guide curriculum development.
• Members are invited to attend CGR’s bi-annual member meeting.
• No Access to CGR Intellectual Property.

Board Voting for Adjunct/Educational Member - Adjunct/Educational Membership will be approved via a majority consensus from the current Members. Voting will follow a membered approach according to the following breakdown: Gold: 5 votes; Silver: 3 votes; Bronze: 2 votes; Adjunct: 1 vote.

MEMBER Donations and In-Kind Contributions
Existing Members that donate or provide in-kind contributions of instrumentation equal-to or greater than a gold membership to the CGR have the opportunity to access to the specific Member-donated instrumentation for up to 1 year following tool commission. Access by Member personnel is subject to the terms and conditions contained in Policy section and University Policy AC01, or as otherwise agreed to by University and such Member.

Auxiliary Projects
It is possible for Members to fund projects that are not “CGR Research” pursuant to a sponsored research agreement with the University. The terms of the sponsored research agreement will be set forth in the agreement and, unless otherwise agreed by the parties, non-party Member will not have rights in the results of the research. The results of this research will be available to CGR Members on terms set forth in the sponsored research agreement. Such research will carry F&A rates and other terms, including intellectual property and licensing rights, customary for sponsored research agreements at the University.
 

MEMBERSHIP FEE

Gold Member: $75,000 per year
Silver Member:  $50,000 per year
Bronze Member:  $25,000 per year
Adjunct Member:  $15,000 per year
Educational Member:  $10,000 per year