BYLAWS
Digital Twin Research, Innovation & Collaboration Hub (DT-RICH)
An Industry–University Cooperative Research Center (IUCRC)
Article I — Name and Purpose
Section 1. Name
The name of the organization shall be “Digital Twin Research, Innovation & Collaboration Hub,” hereinafter referred to as the “Center” or “DT-RICH.”
Section 2. Purpose
The Center is established to bring together university researchers, industry partners, and government agencies to advance Digital Twin science, develop practical technologies, and accelerate translation of research into actionable solutions. The Center leverages sustained funding and governance structure typical of the NSF IUCRC program.
Article II — Membership
Section 1. Eligibility
Any commercial, nonprofit, government, or institutional organization that subscribes to the mission of the Center and meets membership criteria may apply for membership.
Section 2. Membership Tiers
The Center shall maintain multiple membership levels (e.g., Full Member, Associate Member, Affiliate Member) with distinct rights, responsibilities, and fee structures as determined by the Board of Directors.
Section 3. Admission
Applicants for membership shall submit a written application and commit to pay the applicable membership fee. Admission shall be effective upon execution of a Membership Agreement and payment of the fee.
Section 4. Rights and Responsibilities of Members
Members shall have access to research outputs, project briefings, and student engagement opportunities in accordance with their membership tier.
Full Members shall have one vote in the Industry Advisory Board; Associate Members shall have partial voting rights (e.g., half a vote) as defined by the Board.
Members shall promote Center activities, attend Advisory Board meetings, and may propose research problem statements.
Section 5. Term and Renewal
Membership shall commence on the effective date and continue for a one-year term unless otherwise specified. Renewal may be automatic upon payment of the annual fee and satisfactory standing of the member.
Section 6. Termination
A member may resign by providing thirty (30) days’ written notice to the Center. Membership fees already paid are non-refundable. The Center may terminate membership for cause (e.g., non-payment, violation of bylaws) following approval of the Board.
Article III — Governance Structure
Section 1. Board of Directors
The governance of the Center shall be vested in a Board of Directors comprised of:
The Directors of the Center (including Co-Directors and Site Directors) from participating universities.
Industry Advisory Board Chair and designated member-representatives.
At least one representative from the NSF program office (or designee) may serve in ex-officio capacity.
Section 2. Industry Advisory Board (IAB)
a. The Industry Advisory Board shall consist of one designated representative from each member organization in good standing.
b. Voting rights are determined by membership tier: Full Members have one vote; Associate Members have one-half vote (or other proportion set by the Board).
c. The IAB shall meet semiannually (at minimum) to review research portfolios, approve new projects, set priorities, and advise on Center strategy. Additional meetings (quarterly or virtual) may be convened as needed.
d. The IAB shall recommend changes to bylaws, membership policy, and fee structure to the Board of Directors for approval.
Section 3. Officers
The Center shall appoint the following officers:
Director: Provides overall leadership and is the chief academic officer of the Center.
Associate/Co-Directors: Support the Director and oversee specific thematic or institutional components.
Treasurer/Finance Officer: Oversees financial administration, membership fees, and accounting.
Secretary: Maintains official records, meeting minutes, and membership list.
Section 4. Committees
The Board of Directors and/or IAB may establish standing or ad-hoc committees (e.g., Membership Committee, Research Priorities Committee, Intellectual Property Committee) to support specific tasks and report back to the Board.
Article IV — Research Project Selection and Management
Section 1. Project Proposal Process
Industry members may propose problem statements aligned with Center themes.
University research teams prepare proposals responding to industry-defined challenges.
The IAB reviews and votes on project proposals, considering budget, deliverables, timeline, and relevance.
Section 2. Funding and Fees
Membership fees are used to support Center research activities, infrastructure, student involvement, and project execution. The majority (at least 90 %) of fees shall be applied directly to research.
Project budgets shall be managed with transparency and regular reporting to the IAB and Center membership.
Section 3. Deliverables and Reporting
Each approved research project shall deliver prototypes, datasets, analyses, technical reports, and other scholarly output as defined in the approved scope.
Progress reports shall be submitted to the IAB at each meeting; final reports shall be publicly summarized in the annual Center report.
Article V — Publications and Intellectual Property
Section 1. Publications
The UNIVERSITY retains the right to publish research results in scientific journals, conferences, and technical outlets.
Before submission for external publication, the UNIVERSITY shall provide a draft to participating member organizations — members may request delay (up to 30 days) to allow patent filings or to provide comments.
The request for delay shall be in writing, and any patent filing costs resulting from the delay shall be reimbursed by the requesting member.
Section 2. Intellectual Property
Ownership of inventions shall be vested in the UNIVERSITY(IES) whose employees are inventors under U.S. patent law, subject to the Bayh–Dole Act.
Each member in good standing shall have the right to request a non-exclusive, royalty-free license to inventions and software developed fully under Center funding. The right to sublicense to subsidiaries or affiliates is permitted, provided standard conditions are met.
Where only one member is interested in a particular invention, an exclusive, fee-bearing license may be negotiated in good faith by the UNIVERSITY and the member.
Member requests for licensing must be submitted within ninety (90) days of receiving the invention disclosure. Licenses do not cover pre-existing background IP.
Article VI — Finances
Section 1. Fiscal Year
The Center’s fiscal year shall be from July 1 to June 30 (or as otherwise set by the Board).
Section 2. Membership Fees
Membership fees shall be invoiced annually at the beginning of the fiscal cycle. Failure to pay within thirty (30) days may result in suspension of membership rights until payment is received.
Section 3. Audit and Reports
The Treasurer shall provide annual financial statements to the Board and IAB. An independent audit or review may be performed periodically as required by NSF or institutional policy.
Article VII — Amendments to Bylaws
These bylaws may be amended, revised, or repealed by a majority vote of the IAB members present and voting at a properly called meeting, provided that members receive written notice of the proposed amendment at least thirty (30) days prior to the meeting.
Article VIII — Dissolution
If the Center is dissolved, its remaining assets shall be distributed in accordance with institutional policies, NSF directives, and the terms of any third-party grants, after all liabilities and obligations have been satisfied.
Adopted on this ___ day of ____, 20.
Signatures:
DT-RICH