ARCNet Bylaws

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Bylaws For

Autonomy Research Collaboration

Network (ARCNet)

Reference: SPG Institute - Autonomy Research Collaboration Network (ARCNet) BAA FA8650-17-S-6001 Call 003 and Cooperative Agreement FA8650-19-2-6983

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TABLE OF CONTENTS

ARTICLE 1: NAME AND PURPOSE ........................................................................................................................... 4

ARTICLE 2: IDENTITY AND ROLES OF THE CONSORTIUM MEMBERS ....................................................................... 4

ARTICLE 3: RECRUITING MEMBERS/REMOVING MEMBERS OF CONSORTIUM ....................................................... 5

ARTICLE 3.1 MEMBERS ........................................................................................................................................... 5

ARTICLE 3.2 ADMISSION OF MEMBERS .................................................................................................................. 5

ARTICLE 3.3 MEMBERSHIP ELIGIBILITY ................................................................................................................... 6

ARTICLE 3.4 MEMBERSHIP RIGHTS ......................................................................................................................... 6

ARTICLE 3.5 QUALIFICATION AND REMOVAL ......................................................................................................... 7

ARTICLE 3.6 RELATIONSHIPS BETWEEN MEMBERS ................................................................................................. 8

ARTICLE 3.7 DUES .................................................................................................................................................. 8

ARTICLE 3.8 FAILURE TO PAY DUES ........................................................................................................................ 8

ARTICLE 3.9 VOTING RIGHTS OF MEMBERS ........................................................................................................... 8

ARTICLE 3.10 ADMISSION ...................................................................................................................................... 8

ARTICLE 3.11 SPECIAL MEETINGS OF MEMBERS ..................................................................................................... 8

ARTICLE 3.12 NOTICE OF SPECIAL MEETINGS ......................................................................................................... 9

ARTICLE 3.13 QUORUM ......................................................................................................................................... 9

ARTICLE 3.14 ACTION BY MAJORITY VOTE ............................................................................................................. 9

ARTICLE 3.15 PROXIES ............................................................................................................................................ 9

ARTICLE 3.16 CONDUCT OF MEETINGS ................................................................................................................... 9

ARTICLE 3.17 RESIGNATION ................................................................................................................................. 10

ARTICLE 3.18 REINSTATEMENT ............................................................................................................................ 10

ARTICLE 3.19 TRANSFER OF MEMBERSHIP ........................................................................................................... 10

ARTICLE 4: ORGANIZATIONAL AND MANAGEMENT STRUCTURE OF THE CONSORTIUM ...................................... 10

ARTICLE 4.1 GENERAL POWERS ............................................................................................................................ 10

ARTICLE 4.2 NUMBER AND ALLOCATION OF THE GOVERNANCE BOARD OF THE CONSORTIUM .......................... 10

ARTICLE 4.3 QUALIFICATIONS OF THE GOVERNANCE BOARD .............................................................................. 11

ARTICLE 4.4 ELECTION AND TERM ........................................................................................................................ 11

ARTICLE 4.5 QUORUM AND VOTING BY THE GOVERNANCE BOARD .................................................................... 11

ARTICLE 4.6 RESIGNATION ................................................................................................................................... 12

ARTICLE 4.7 GOVERNANCE BOARD VACANCIES ................................................................................................... 12

ARTICLE 4.8 GOVERNANCE BOARD MEETINGS AND EXECUTIVE COMMITTEE ...................................................... 12

ARTICLE 4.9 NOTICE AND WAIVER OF NOTICE – BOARD MEETINGS ..................................................................... 12

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ARTICLE 4.10 MANNER OF ACTING – AT BOARD MEETINGS ................................................................................. 13

ARTICLE 4.11 INFORMAL ACTION BY GOVERNANCE BOARD ................................................................................ 13

ARTICLE 4.12 COMPENSATION – FOR DIRECTORS ................................................................................................ 13

ARTICLE 4.13 CONFLICTS OF INTEREST ................................................................................................................. 13

ARTICLE 4.14 COMMITTEES AND WORKING GROUPS .......................................................................................... 14

ARTICLE 4.14.1 STANDING COMMITTEES ............................................................................................................. 14

ARTICLE 4.14.2 TECHNICAL COMMITTEE .............................................................................................................. 14

ARTICLE 4.14.3 EXECUTIVE COMMITTEE .............................................................................................................. 14

ARTICLE 4.14.4 SPECIAL COMMITTEES ................................................................................................................. 15

ARTICLE 4.15 COMPENSATION – FOR COMMITTEE MEMBERS ............................................................................. 15

ARTICLE 5: STRATEGIES FOR EFFECTIVE COLLABORATIVE RESEARCH ................................................................... 16

ARTICLE 5.1 TRANSFORMATIVE CORPORATION FORMATION (TCF) ..................................................................... 17

ARTICLE 6: FINANCIAL AND ADMINISTRATIVE RESPONSIBILITIES ......................................................................... 17

ARTICLE 6.1 CONSORTIUM ADMINISTRATIVE ORGANIZATION ............................................................................ 17

ARTICLE 6.2 EXECUTIVE DIRECTOR ....................................................................................................................... 17

ARTICLE 6.3 FISCAL YEAR ..................................................................................................................................... 18

ARTICLE 7: INTERNAL DISPUTE RESOLUTION ........................................................................................................ 18

ARTICLE 8: HANDLING PROPRIETARY, CLASSIFIED, SENSITIVE INFORMATION ..................................................... 18

ARTICLE 9: PUBLICATIONS AND PRESS RELEASES ................................................................................................. 19

ARTICLE 10: LIABILITY .......................................................................................................................................... 19

ARTICLE 10.1 LIABILITY FOR OTHER MEMBERS .................................................................................................... 19

ARTICLE 10.2 INDEMNIFICATION ......................................................................................................................... 19

ARTICLE 10.3 PAYMENT OF EXPENSES ................................................................................................................. 20

ARTICLE 10.4 APPLICABILITY ................................................................................................................................ 20

ARTICLE 10.5 NONEXCLUSIVETY ........................................................................................................................... 20

ARTICLE 10.6 CONTINUATION .............................................................................................................................. 20

ARTICLE 10.7 INSURANCE .................................................................................................................................... 20

ARTICLE 10.8 SEVERABILITY ................................................................................................................................. 20

ARTICLE 11: NON-ASSIGNMENT ........................................................................................................................... 21

ARTICLE 12: GOVERNING LAW ............................................................................................................................. 21

ARTICLE 13: ORDER OF PRECEDENCE ................................................................................................................... 21

ARTICLE 14: PROCEDURE FOR AMENDING BYLAWS ............................................................................................. 21

ARTICLE 15: SURVIVAL ......................................................................................................................................... 21

CERTIFICATION .................................................................................................................................................... 21

ARTICLE 16 MODIFICATION HISTORY ................................................................................................................... 22

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These Bylaws hereby establish the Autonomy Research Network (ARCNet) Consortium (Consortium). These Bylaws are created and approved by the Board of Directors of the SPG Institute (SPGI) acting as Consortium Administrator.

SPGI, as a Virginia based non-profit, with a State of Ohio Foreign Non-Profit Corporate License, created ARCNet through the Cooperative Agreement (FA8650-19-2-6983) with the United States Air Force Research Laboratory (AFRL) 711HPW/RH. SPGI will administer the ARCNet Consortium under the laws governing Ohio non-profits and shall:

a. Provide leadership in fulfilling the Consortium vision of identifying and accelerating the

infusion of new autonomy1, cyber physical security and precision, navigation and

timing (PNT) technologies into AFRL;

b. Manage schedules, resources, budgets and risks associated with each Consortium

research project as determined by AFRL;

c. Actively solicit opportunities for collaboration between AFRL, the Consortium and the

extended research community;

d. Promote and utilize “Collaborative” research teams across the Consortium’s

membership;

e. Administer and manage the funds collected through the Consortium; and

f. Be responsible for the management and integration of all Consortium’s efforts under

the Cooperative Agreement or associated legal mechanisms.

The ARCNet Consortium will provide the U.S. Government advice in developing autonomy, cyber physical security and PNT technologies (including prototype projects) selected by the U.S. Government.

The ARCNet Consortium will include members from traditional and non-traditional government contractors, small and large businesses, for-profit and not-for-profit entities, academic organizations, and their affiliated organizations.

The Consortium Members, by applying for and accepting membership in the Consortium, agreed to join this multidisciplinary consortium to foster collaboration with the government, and as agreeable for participants, among teams performing joint research, with an emphasis to:

1 2016 Defense Science Board (SAB) Summer Study defined autonomy as follows: Autonomy results from delegation of a decision to an authorized entity to take action within specific boundaries. An important distinction is that systems governed by prescriptive rules that permit no deviations are automated, but they are not autonomous. To be autonomous, a system must have the capability to independently compose and select among different courses of action to accomplish goals based on its knowledge and understanding of the world, itself, and the situation.

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a. Facilitate the execution of autonomy, cyber physical security, and PNT research anddevelopment;

b. Collaboratively and collectively provide the U.S. Government with input and advice onnon-proprietary, non-confidential technical concepts and issues related to autonomy,cyber physical security, and PNT technologies;

c. Act as a knowledgeable source to members of Congress, their staff, and otherbranches of the U.S. Government regarding autonomy, cyber physical security andPNT technologies research; and

d. Engage in any other lawful activities that will further the purposes of the Consortium.

The Consortium shall be a membership consortium. There shall be one (1) class of membership in the Consortium, with participating entities referred to as Members. Members must meet the qualifications for membership set forth in these Bylaws and be approved for acceptance into ARCNet Consortium membership as provided herein. Every Member of the Consortium is independent of the other Members; there is no affiliation between the Members; and no such affiliation is intended by either the formation or the implementation of the Consortium.

After adoption of these Bylaws, SPGI will have an open call for interest and potential Members shall apply to join the Consortium. To facilitate an open membership policy, the membership application and approval process described herein may take place throughout the year. SPGI shall require applicants to: a. Comply with all the provisions of these Bylaws and any stated and shared policies and

procedures;b. Execute the Consortium’s non-disclosure agreement regarding protection of

proprietary data;c. Warrant that the membership application information is complete and correct, and that

the prospective Member meets the eligibility requirements set forth in Article 3.3;d. Pay the stated membership dues; and,e. Ensure all individuals working on Consortium projects are U.S. persons and are in

conformance with the Export Administration Regulations (EAR) and the InternationalTraffic in Arms Regulations (ITAR). This includes: any individual who is granted U.S.citizenship; or any individual who is granted U.S. permanent residence ("Green Card"holder); or any individual who is granted status as a "protected person" under 8 U.S.C.1324b(a)(3). Any exemption to this requirement must be approved by AFRL.

ARCNet Consortium staff shall review membership applications and provide a letter of acceptance to the applicants that have met all requirements for membership.

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Any legally constituted entity (including but not limited to any consortium, partnership, limited liability company, proprietorship, non-profit organization, academic or research and development organization) shall be eligible to be a Member of the Consortium if such entity meets the following requirements sub-paragraphs 3.3 (a.) and 3.3 (b.):

a. At the direction of the U.S. Government, membership in the Consortium shall be limited

to companies, firms, organizations, institutions, or other entities organized or existing

under the laws of the United States, its territories, or possessions that are controlled

and substantially owned by citizens of the United States, as defined by Section 120.15

of the International Traffic in Arms Regulations; and are approved by AFRL.

b. Membership in the Consortium shall be granted only to entities that:(i) are not barred or suspended from contracting with or receiving funds from theU.S. Government;(ii) can clearly demonstrate in their membership application that they have aninterest in the research and development (including prototype projects) ofautonomy, cyber physical security and PNT technologies and can make a technicalcontribution to the advancement of the U.S. autonomy, cyber physical security andPNT technologies industry;(iii) agree to pay annual dues;(iv) designate representatives with the ability and willingness to actively contributeto the work of the Consortium;(v) are willing and able to comply with all terms of the Cooperative Agreement andto enter into subcontract agreements with the Consortium under the terms andconditions of the Cooperative Agreement to perform such proposed activities asmay be selected by the U.S. Government; and,(vi) will comply with applicable U.S. laws, rules, and regulations, including U.S.antitrust and export control laws.Any Member whose application has been approved by the ARCNet Consortiumstaff in accordance with Article 3.2 of these Bylaws, and follows these qualificationsand conditions, is a Member in good standing. Loss of any of the six (6)requirements will result in Members being removed from the Consortium.Members must self-report any changes to their status relative to Article 3.3 a. andb. above.

A Member in good standing is entitled to: a. Have the right to one vote on any matter coming before the general membership,

during the annual membership meeting, except as otherwise set forth in these

Bylaws;

b. Designate representatives to participate in the activities of the Consortium as provided

for in these Bylaws;

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c. Share non-proprietary and non-confidential technology ideas and concepts in

response to a U.S. Government's request;

d. Submit proprietary, confidential technical, and cost proposals to SPGI, as neutral

agent of the Consortium, either individually or teamed with one (1) or more other

Members in good standing, in response to U.S. Government solicitations under the

terms and conditions of the Cooperative Agreement. The ARCNet Consortium staff

shall review proposals for completeness and format in accordance with the U.S.

Government solicitation and deliver the proposal to the U.S. Government for

evaluation and selection process; and

e. Enter into project agreements pursuant to the terms and conditions of the Cooperative

Agreement, under which the Member will perform the work proposed in that Member's

technical and cost proposals as selected for funding by the U.S. Government, in

accordance with the Cooperative Agreement, and in compliance with all applicable

laws, rules and regulations, including U.S. antitrust and export control laws.

a. To become a Member, ARCNet Consortium Staff must approve an application for

membership;

b. A Member shall remain in good standing provided all dues, assessments, and fees,

together with such penalties for late payment as may be determined by the

Governance Board of the Consortium (“Advisory Board” or “Governance Board of

Directors”), have been paid within the period established and the Member continues

to meet all the other requirements of membership;

c. Except as otherwise provided herein, qualification for membership and all questions

of good standing, rights, privileges, and responsibilities of Members will be determined

by the Governance Board of the Consortium;

d. Any Member may be removed from further participation for good cause by an

affirmative vote of a majority of the ARCNet Consortium Governance Board; and

e. Membership in good standing is limited to entities that are not barred, suspended, or

prohibited from contracting with or receiving U.S. Government procurement funds, and

that are not otherwise unable to contract with or receive procurement funds from the

U.S. Government. In the event that a Member is so suspended, barred, or prohibited

or otherwise becomes unable to contract with or receive procurement funds from the

U.S. Government, its membership will be inactive, and it will not have the membership

rights set forth in Article 3.4 of these Bylaws, for the duration of the period of such

suspension, debarment, or prohibition, or until the Member is able to contract with or

receive procurement funds from the U.S. Government.

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No Member shall exchange any price or other sensitive competitive data with another Member or use or disclose any trade secrets or other confidential and/or proprietary information for any improper purposes, including without limitation any action in violation of U.S. laws, rules, or regulations, including antitrust and export control.

Annual dues will be due and payable January 1st of each year. Annual Dues are never prorated through the year. The ARCNet Consortium Governance Board may fix, change, amend, or adjust the dues applicable to the Members from time to time without amending the Bylaws and publish the dues to the Members. Notice of any changes from the previously published dues and contributions shall be given to Members and prospective Members no less than thirty (30) calendar days in advance of the effective date thereof. Annual dues notices for the following year’s dues will be emailed to the Members on or about December 1st.

If any Member fails to pay timely its dues in full, then the standing of that Member will be held in abeyance, and its membership rights set forth in Article 3.4 a., d., and e. of these Bylaws will be suspended, until all monies owed are paid in full or the membership of said Member is terminated. When a Member has not paid the dues by January 1st, a second notice will be emailed. Failure to pay dues within twenty (20) calendar days after this emailing of a second notice of dues payable shall result in termination of the membership of such Member in the Consortium.

Members shall not be entitled to vote on any action unless specifically provided for by these Bylaws, or a resolution of the ARCNet Consortium Governance Board.

New Members may be admitted pursuant to these Bylaws immediately upon Member’s acceptance by the ARCNet Consortium Staff.

Special meetings of the Members may be held at any time and place for any purpose or purposes, unless otherwise prescribed by statute Special meetings may be called by any of the following: a. Chair of the Governance Board

b. Chair of the Governance Board’s designee;

c. On the written request of fifty percent (50%) or more of the Members in good standing;

or

d. Majority of the Governance Board.

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a. Notice of any special meetings shall be given by email notice sent to each Member

not less than thirty (30) calendar days or more than fifty (50) calendar days before the

date of the meeting. It is the responsibility of the Member to maintain their current

email address with the Consortium. When delivered by email, such notice shall be

deemed to be delivered on the day following the date of transmission. The purpose of

and the business to be transacted at any special meeting of the Members shall be

specified in the notice or waiver of notice of such meeting and the business transacted

at any special meeting shall be confined to the purposes stated in the notice.

b. Attendance of a Member at a meeting shall constitute waiver of notice of such meeting,

except when the Member attends the meeting for the express purpose of objecting to

the transaction of any business because the meeting is not lawfully called or

convened. Any Member may waive notice of any special meeting of Members by

executing a written waiver of notice either before or after the time of the meeting.

The presence or representation, either in person or by proxy, of twenty percent (20%) of all the Members entitled to vote on a matter as to which such Members have voting rights hereunder, if any, shall constitute a quorum for the transaction of business with respect to such matter at any meeting of the Members. If there is less than a quorum during any part of a meeting, anything voted on while there was a quorum remains binding.

Unless otherwise expressly set forth in these Bylaws, if there is a quorum present, the act of the majority of votes cast by Members entitled to vote will be binding.

Members entitled to vote may vote in person or by proxy. An appointment of proxy must be in writing and delivered, via email, to the ARCNet Consortium Staff two (2) days before the meeting date and becomes effective when received by ARCNet Consortium Staff.

The Chair of the Governance Board of the Consortium shall be the presiding officer and shall call any meeting of the Members to order and shall act as chairperson of the meeting, and the Secretary/Treasurer of the Consortium shall act as secretary of all meetings of the Members, but in the absence of the Secretary/Treasurer, the presiding officer may appoint any other person to act as secretary of the meeting. In the event the Chair of the Governance Board cannot preside, said Chair may delegate all authority to the Vice-Chair. This delegation must be in writing, of which an email is sufficient.

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Any Member may resign by filing a written resignation with the ARCNet Consortium Staff. No refund of annual dues is provided to any Member.

Upon written request signed by a former Member and filed with the ARCNet Consortium Staff and presented to the ARCNet Consortium Governance Board, the Governance Board may reinstate such former Member to membership upon such terms as the Board may deem appropriate.

Membership in the Consortium is not transferable or assignable.

Subject to the provisions of the Ohio Non-Profit Law and any limitations contained in these Bylaws, the activities and affairs of the Consortium shall be conducted, and all powers exercised by or under the direction of SPGI. The Governance Board of Directors of the Consortium shall be the principal policy-making body for the Consortium. The Board’s authority includes but is not limited to the following: a. Removal of Members that do not maintain eligibility or good standing;

b. Formation and management of any standing or temporary committees as needed;

c. Dispute resolution between the Members relating to ARCNet Consortium business;

and

d. Appointment of Consortium representatives to such committees and working groups

on which Consortium representation is requested by the U.S. Government or required

by the Cooperative Agreement.

“Director” is a Member of the ARCNet Consortium Governance Board. The total number of voting Directors shall be no fewer than seven (7) and no more than eight (8). SPGI shall always appoint two Directors, and the U.S. Government shall always appoint two Directors. The Governance Board Members shall also include at least three (3) representative Members of the Consortium and outside community and autonomy technology leaders. The ARCNet Executive Director shall also be a non-voting Member of the Governance Board.

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The Consortium Governance Board need not be residents of the State of Ohio. Each Director shall be a “U.S. Person” as defined in the International Traffic in Arms Regulations and be in good standing with the Consortium. SPGI, as the ARCNet Consortium Administrator, reserves the right to approve Directors who will represent the best interest of the Consortium membership and who serve the purpose of the Consortium.

Officers of the Consortium Governance Board and their general responsibilities include:

a. Chairperson (Chair) – presides over meetings and exercises the authority as the

Governance Board assigns;

b. Vice-Chair – shall perform all duties and exercise authority as may be assigned by the

Chair; and

c. Secretary/Treasurer – shall keep minutes of all meetings, identify those present,

record all votes and provide a brief summary of issues discussed at Board Executive

Committee and Board meetings. The Secretary/Treasurer will submit meeting

minutes to the Board within fourteen (14) days of each meeting. After Board approval,

the minutes will be filed as a permanent record.

a. Each Director with a seat on the initial Governance Board of the Consortium shallserve a term that will expire on December 31, 2021. After the completion of the initialBoard’s term, newly appointed and elected Directors will serve two (2) year termsexpiring on the year following their appointment.

b. Each Director appointed to a seat on the Board may not serve more than twoconsecutive full terms.

c. Every two years, the Board Chair shall appoint a Board Nominating Committeecomprised of three (3) current Directors. Nominations for Directors shall be submittedby Members in writing to the Board Nominating Committee no less than 60 days priorto the Annual Member Meeting. The recommendations of the Board NominatingCommittee shall be submitted to the general membership at least 30 days prior to theAnnual Member Meeting. Election of the new Directors shall be in conjunction withthe Annual Member Meeting.

Unless otherwise required by law or by these Bylaws, a majority of the total number of Directors shall constitute a quorum for the transaction of any particular business. The vote of a majority of the Directors present at the meeting, if a quorum is present, shall be a binding act of the Board. In the absence of a quorum at any Board meeting, a majority of the Directors present may adjourn the meeting. In the event that Director(s) leave a meeting causing the number of Directors to fall below a quorum, any action previously approved act with a quorum remains binding and approved. Notwithstanding the

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provisions of Article 4.13 of these Bylaws, Directors are expected to make every reasonable effort to attend Board meetings in person.

Any Director from the Governance Board may resign at any time by giving written notice of such resignation to the Board Chair. Any Director who is an employee or representative of a Member that resigns or is removed from membership in the Consortium shall be terminated from his or her position as a Director as of the effective date of the Member’s resignation or removal from the Consortium. Any Director who resigns, retires, or otherwise ceases active employment with a Member shall be removed as a Director no later than the effective date of said resignation, retirement or cessation of employment.

Vacancies that occur on the Governance Board in between Annual Meetings shall be temporarily filled by an appointment of the Executive Committee of the Board. Directors serving in temporary appointments will be put to majority vote before the full membership of the next Annual Member Meeting.

The Board will meet in person at least two (2) times per year, and otherwise as needed in order to execute the business of the Consortium in a timely manner.

The Executive Committee of the Governance Board shall consist of the following: a. Chair,

b. Vice-Chair,

c. Secretary/Treasurer

d. One additional Governance Board Member will be selected to the Executive

Committee by a majority vote of the Board Members. All proceedings of the Executive

Committee shall be presented to the Board at its next meeting for inclusion in the

official minutes of the meeting.

e. Executive Director (a non-voting Member)

a. Notice. Unless notice is waived by all Board Members, notice of the date, time, and

place of any meeting shall be given by written notice by email to each Director at least

thirty (30) days prior thereto. Such notice shall be deemed to be delivered on the day

following the date of transmission. The purpose of and the business to be transacted

at any special meeting of the Board need not be specified in the notice or waiver of

notice of such meeting.

b. Waiver of Notice. Whenever any notice whatsoever is required to be given under the

provisions of Ohio law or under the provisions of these Bylaws, a waiver thereof in

writing, signed at any time by the person or persons entitled to such notice, shall be

deemed equivalent to the giving of such notice. The attendance of a Director at a

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meeting shall constitute a waiver of notice of such meeting, except where a Director

attends the meeting for the express purpose of objecting to the transaction of any

business because the meeting is not lawfully called or convened.

Any act of the majority of the Governance Board present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided in these Bylaws.

Any action required or permitted to be taken at any meeting of the Governance Board may be taken without a meeting if all Directors consent in writing to such action. Such action shall be evidenced by all written consents stating the action taken, signed by each Director either before or after the action taken. Such written consents shall be included in the minutes or filed with the Consortium records reflecting the action taken. Any one (1) or more directors may participate in a regular or special meeting of the Governance Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other during the meeting. A Director participating in a meeting by such means is deemed to be present in person at the meeting.

Directors will not receive compensation for services rendered but may be reimbursed for travel and minor expenses incurred in connection with their duties as a Director in accordance with policies established by the Board from time to time.

a. It is understood that each participant in the activities of the Consortium, including eachBoard Member, participates as a representative of his or her Member organization.Neither service as a Board Member nor any other participation in Consortium activitiesshall, by itself, be deemed to constitute a conflict of interest.

b. Each Board Member shall disclose to the Board any possible conflict of interest withthe Consortium.

c. Any Board Member having a conflict of interest on any matter shall abstain from votingon the matter but shall be counted in determining the quorum for the vote on thematter. In addition, he or she shall not use his or her personal influence on the matterbut may briefly state his or her position on the matter and may answer pertinentquestions from other directors.

d. The minutes of the meeting involving any such situations referred to in subparagraphs(a) and (b) above shall reflect that a disclosure was made and that the interestedDirector abstained from voting.

e. If a Director is uncertain as to whether he or she has a conflict of interest whichrequires abstention, or if a Director asserts that another Director has such a conflict,the Governance Board, by majority vote of those present other than the Directorhaving the possible conflict, shall decide whether abstention is required. If theGovernance Board votes that there is a conflict, the Director will abstain.

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The Governance Board may establish Committees and Working Groups consisting of Consortium Members. The role of the Committees and Working Groups shall be to make recommendations to the Governance Board on program objectives and priorities as they relate to research priorities, research funding, reporting of research results, and such other topics as the Governance Board may designate from time to time. The Governance Board shall provide the input of the Consortium to the U.S. Government as to final program objectives and priorities based on the Committee’s and Working Group’s recommendations. The Board shall appoint as many Members to the Committees and Working Groups as it deems necessary for the Committee to best serve the Consortium. Committee Members and Working Group Members shall serve at the pleasure of the Board.

There shall be such standing committees, as set forth in these Bylaws, and special committees as created by the Governance Board, from time to time, to carry on and facilitate the work of the Board in its governance of ARCNet. The Board of Directors shall establish policies pertaining to this Article.

All standing committees shall be chaired by a Director. Except as otherwise provided

herein, the Chair of the Governance Board shall nominate committee chairs to the

Governance Board. Committee Chairs shall be appointed by a 2/3 majority vote of the

Governance Board. Committee Chairs shall appoint Members of their committees with

the approval of the Chair of the Board. Members of the Standing Committees shall serve

a minimum of one year or until the next summer meeting of the Governance Board,

whichever occurs first and be subject to reappointment.

The Technical Committee, “Technical Council” is a unique Standing Committee that shall review project proposals and provide recommendations to AFRL on projects that contribute to the autonomy mission and Consortium objectives. The Council shall conduct and facilitate Meetings and Training opportunities for researchers, scientists and Consortium Members to enhance collaboration within the Consortium.

Membership on the Technical Council shall not exceed eight (8) total Members of which AFRL shall maintain at least 50% representation. All Council Members shall review project proposals and participate in the project and requirements development processes. These Members can roll on and off the Council as needed by requirements.

The Executive Committee shall consist of the Officers of the Consortium (including the

Executive Director as a non-voting Member) and one (1) additional Director, in his or her

first term, elected by the Governance Board for a term of one year or until the next

Summer meeting of the Governance Board, whichever occurs first. The Executive

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Committee shall have the authority to exercise all powers of the Board of Directors

between meetings of the Board, consistent with adopted policies of the Board. All actions

of the Executive Committee shall be reported to the Board at its next meeting. The Chair

of the Governance Board shall chair the Executive Committee.

The Governance Board may, by resolution, create or terminate special committees from

time to time. Unless otherwise provided by the Governance Board, required by law or as

specifically set forth in these Bylaws, only individual representatives of Current Members,

Emeritus Members, Consortium Members of ARCNet shall be eligible for appointment as

a Member of any Special Committee. Associates may be members of any Committee or

any task force of the ARCNet.

Special Committees may serve the following functions:

(i) Administrative – designed to sustain ARCNet building functions

(ii) Advisory – formed to support the development of ARCNet policy; or,

(iii) General Purpose – designed to achieve any other function determined to be in

the best interest of the ARCNet, including the creation of task force of limited

duration, as determined by the Board of Directors.

a. Except as otherwise provided in these Bylaws or the authorizing resolution

establishing such committee, the Chair of the Board shall appoint the chairs of Special

Committees. Committee chairs shall appoint the Members of their own committees,

with the concurrence of the Chair of the Board, except as otherwise provided herein

or by resolution.

b. At any given time, no more than one (1) representative of the same Member shall

participate on a committee.

c. Upon appointment, the Members of the Special Committee shall propose a committee

charter subject to the approval by the Governance Board of Directors.

d. All committees shall have an odd number of Members, including the Chair.

e. Special Committee Members shall serve a minimum of one (1) year, unless otherwise

set forth herein.

There shall be such special committees, as set forth in these Bylaws, as created by the Governance Board, from time to time, to carry on and facilitate the work of the Board in its governance of ARCNet. The Board of Directors shall establish policies pertaining to this Article.

Committee Members will not receive compensation for services rendered but may be reimbursed for minor expenses incurred in connection with their duties as Committee Members in accordance with policies established by the committee(s) from time to time.

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The Consortium will address collaborative research issues through an applied R&D, prototyping to commercialization effort with total access, by AFRL and DoD, to traditional and non-traditional companies and academia that have technologies, intellectual property or capabilities to offer autonomy solutions. ARCNet Consortium will implement a collaborative infrastructure, provided by the Menawat ProFIT-Map Teams to improve technology collaboration and to foster team work among Consortium Members. The real business interest of the Consortium is ARCNet Members winning awards that further autonomy technology innovation. SPGI, as administrator, will provide the operational, managerial and technical infrastructure for Members, allowing AFRL and DoD to focus on R&D instead of operational tasks. SPGI will provide independent review and assessment to ensure ARCNet delivers the required results and will facilitate AFRL/DoD source selection process and mentor small and large companies utilizing a robust and proven commercialization methodology. As ARCNet Consortium Manager, SPGI will administer the efforts of the Grant/Cooperative Agreement Award (FA8650-19-2-6983) and issue AFRL Project Announcements and Awards to ARCNet Members.

The ARCNet process and structure are based upon proven models where multiple parallel projects of various sizes at varying stages of maturity are managed in parallel to ensure research/market responsiveness and competitiveness necessary to fulfill the highest priority research/market needs. Prior to Project Announcements, ARCNet Consortium Members are encouraged to work with funding Sponsors to prepare and to submit Concept/Blue Papers to coalesce towards a market need within an ARCNet Technology Council approved topic area.

Concept/Blue Papers are non-proprietary, and for ARCNet Member-Only distribution, which will be posted on the ARCNet membership website (Members Only Section). Project opportunities may be spawned from Concept/Blue Papers or directly by U.S. Government or Commercial Sponsors. Project calls are announced by posting a Request for Project Proposal (RPP) on ARCNet membership website. The RPP will include all required technology objectives, any commercialization plan requirements and other unique requirements that may have come from the Concept/Blue Paper. The RPP also will clearly state the evaluation/selection criteria and merit rating descriptions so the proposers may understand the evaluator’s significant priorities during the technical review process.

Communications are encouraged between U.S. Government and Commercial Sponsors and proposers during the RPP preparation time. ARCNet will facilitate responses to all researcher questions via email, and then post Frequently Asked Questions to the Members-only website. The ARCNet Consortium Technical Council will pre-qualify white papers for AFRL or Sponsor(s) who make the final award selection. SPGI will notify winner(s) of Project Awards through the Consortium email. Research Project Awards will include the funding, period of performance, and Statement of Work as well as the required project deliverables and milestone payment schedules, all managed in the ARCNet Consortium website.

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Note on Directed Awards: It will be the practice of the ARCNet Consortium to maximize competition and make requests for project proposals (RPP) open to all Members. There may be instances where an RPP and subsequent award will be to a single Member or competed among limited Members. A Directed Award will occur only with the written direction of the AFRL Agreements Officer.

To drive autonomous technology innovation, SPGI shall use the patent pending Transformative Corporation Formation (TCF) model, licensed from SP Global, Inc. The TCF model transforms new companies from idea to market through rapid 1) concept development, 2) market and competitive product analysis, 3) user feedback and identification of Minimum Viable Product, and 4) development taking far less time and fewer funds to achieve product related revenue. When TCF is used for commercialization, it provides marketing, sales, and management solutions as well as funding. SPGI, by adopting the steps 1-4 and leveraging these concepts of management will use this revolutionary methodology to administer the Consortium, enabling AFRL researchers and Members, and partners to focus research to deliver products faster and more efficiently, gaining more return on investment for AFRL and DoD. In addition, at the end of the AFRL work, the product is poised for evaluation to proceed as a TCF commercial solution.

ARCNet is an independent, neutral organization, under the direction of SPGI. SPGI is responsible for a. Providing ARCNet Consortium Staff administrative support including the application

of a proven commercialization methodology;b. Executing and administering agreements with the U.S. Government on behalf of the

Consortium;c. Acting as the designated authorized signatory for and on behalf of the Consortium;d. Assisting the Board Secretary with recording minutes of meetings of the Governance

Board, the general membership, and any committees; ande. Other administrative functions.

SPGI shall provide the Consortium an Executive Director. The Executive Director is responsible for the day-to-day management of the Consortium. Specific duties include but are not limited to serving as the interface between the Consortium and its customers; managing the Consortium’s financial and accounting process and managing the Consortium’s membership dues. The Executive Director, through the Consortium Staff, will: a. Disburse funds on a timely basis to ensure the success of Consortium projects and

overall management and administration of the Consortium Program;b. Keep at its office correct and complete books and records of the account, the activities

and transactions of the Consortium, the minutes of the proceedings of the Governance

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Board and any committee of the Consortium, and a current list of the directors and officers of the Consortium and their business addresses. Any of the books, minutes, and records of the Consortium may be in written form or in any other form capable of being converted into written form within a reasonable time; and,

c. Employ a certified public accountant to audit the books of the Consortium for eachfiscal year it deems necessary and at such other time or times and for such periodsas the Board may deem advisable and to furnish certified reports on such audits. Acopy of such annual audit report shall be available at the first subsequent meeting ofthe Directors and shall be available to Members upon request.

The fiscal year of the Consortium shall begin on the first day of January in each year.

The Consortium Members recognize that disputes between them arising under this Agreement are best resolved by all the parties directly involved and pledge their good faith and best efforts in order to reach an equitable resolution should a dispute arise. The Consortium Members agree that any dispute arising under these Bylaws that cannot be resolved directly shall be submitted by the disputing parties to the Governance Board. If a resolution still cannot be reached, a full report summarizing the nature of the dispute and the Board’s previous efforts to resolve the dispute shall be provided to the Governance Board Chair, who shall determine the appropriateness of employing Alternative Dispute Resolution to settle the dispute. This may result in disputes being governed by Ohio statutes.

The Consortium Members favor an open-publication policy to promote the commercial acceptance of the technology developed by Consortium under this Agreement. However, the Consortium Members also simultaneously recognize the necessity to protect confidential or proprietary information or data (“Proprietary Information”).

Note as to classified information: AFRL has not required SPGI to maintain facilities to support handling of classified information and SPGI will not accept information of classified nature into the ARCNet facility nor ARCNet IT environment.

The Consortium Members agree to utilize any Proprietary Information received from another Member under the terms of this Agreement for the sole and express purpose of performance under this Agreement. In order to be deemed Proprietary Information under this Article 8, said information must be marked or designated in writing as proprietary or confidential by the disclosing Member. Members retain the right to refuse to accept any such information which they do not consider to be essential to the completion of the Project or which they believe to be improperly designated as Proprietary Information. Members shall be bound to protect Proprietary Information from disclosure in accordance with this provision unless it has already been published or publicly disclosed by the disclosing Member or is required to be disclosed by a court of law. Confidential oral disclosures must be specified and designated as Proprietary Information in writing within

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thirty (30) days of oral disclosure. Each Consortium Member further agrees to observe at least the same standard of safeguarding such Proprietary Information as it does for its own similar information and data. The Consortium Members agree to return to the disclosing Member, or destroy, all Proprietary Information related to this Agreement that it has in its possession upon completion or termination of this Agreement.

The basic objective of research activities by the Consortium is the generation of new knowledge and its expeditious dissemination for the benefit of the Government. Each Consortium Member shall grant the Executive Director or designee the opportunity to review proposed publications or abstracts of presentations funded by the Consortium or resulting from Consortium funding, not less than fourteen (14) days prior to submission, for the purpose of verifying Proprietary Information is not released to the public, and to ensure compliance with this Cooperative Agreement. The Consortium Members and the Government agree to confer and consult with each other prior to publication or other disclosure of the results of work under this Agreement to ensure that no Proprietary Information is released. Prior to submitting a manuscript for publication or before any other public disclosure, each Consortium Member, or AFRL Research Scientist will offer the Board ample opportunity (not to exceed 30 days) to review such proposed publication or disclosure, to submit objections, and to file application letters for patents in a timely manner.

A Member shall not be liable, solely by reason of being a Member, for a debt, obligation, or liability of the Consortium of any kind or any acts (or failure to act) of another Member; or of a representative of the Consortium.

The Consortium shall indemnify any Director, officer, employee, or agent; any former Director, officer, employee or agent; and any person who may have served at its request as a Director, officer, employee, or agent of another Consortium, partnership, joint venture, trust, or other enterprise, whether for profit or not-for-profit, against expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative) to which he or she may be or is made a party by reason of being or having been such Director, officer, employee, or agent if he or she acted in good faith, within the scope of his or her duties, and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Consortium. However, there shall be no indemnification in respect of any claim, issue, or matter as to which he or she shall have been adjudged to be liable to the Consortium unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is

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fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

The Consortium shall pay expenses incurred by an officer or Director in defending a civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such officer or Director to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Consortium under this Article. Such expenses incurred by other employees and agents may be paid upon such terms and conditions, if any, as the Governance Board deems appropriate.

The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions occurring before or after adoption hereof.

The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which such Director, officer, employee, or agent may be entitled under any statute, bylaw, agreement, vote of the disinterested Members or directors, or otherwise, and shall not restrict the power of the Consortium to make any indemnification permitted by law.

The indemnification and advancement of expenses provided by this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefits of the heirs, executors, and administrators of such a person.

The Board shall authorize the purchase of insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Consortium, or who is or was serving at the request of the Consortium as a Director, officer, employee, or agent of another Consortium, partnership, joint venture, trust, or other enterprise, against any liability asserted against or incurred by him in any such capacity, or which arises out of such person's status as a Director, officer, employee, or agent, whether or not the Consortium would have the power to indemnify such person against that liability under law.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

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These Bylaws may not be assigned by any Member to any other party except by operation of law resulting from the merger of a party into or with another corporate entity.

These Bylaws shall be governed by and construed in accordance with the laws of Ohio, without giving effect to its principles of laws, and shall be enforced in accordance with applicable Federal law and regulations, directives, circulars or other guidance. Except as otherwise required by applicable Federal law, the exclusive jurisdiction for resolution of any disputes relating to, arising from or otherwise connected to this Agreement shall be in the state and federal courts located in Montgomery County, Ohio and each of the Members hereby submits to the jurisdiction of such courts.

In the event a conflict exists between the provisions of the Bylaws and (a) the AFRL Cooperative Agreement between the U.S. Government and SPGI or (b) any contract between Members, resolution will be determined as follows: a. For conflicts between the Bylaws and the Cooperative Agreement, the Cooperative

Agreement will take precedence and govern;

b. For conflicts between the Bylaws and other contracts between Consortium Members,

the Bylaws will take precedence and govern.

Proposed changes or amendments to these Bylaws must be submitted to the Consortium Executive Director. The Governance Board will then submit these amendments to the SPGI Board of Directors for final approval. Updates as a result of SPGI approval will be sent out with regular board announcements.

The provisions of these Bylaws which, by their explicit terms or their manifest intent are to survive, including, without limitation, those which relate to confidentiality and liability, shall survive expiration or termination of this Agreement.

These Bylaws and Articles of Collaboration were adopted by the following Consortium Members on the latest date executed below. When signed, this Agreement shall become binding on the Parties.

SPG INSTITUTE, INC. A Virginia Non-Profit Corporation

WAIVER OF NOTICE OF MEETING OF THE DIRECTORS OF SPG INSTITUTE, INC.

AND ACTION BY UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS

The undersigned, being the Directors of SPG Institute, Inc., a Virginia Non-Profit Corporation, hereby waives all notice, whether by statute or otherwise, of a meeting of the Directors of the said corporation and, hereby consents that the action herein set forth shall be deemed to have been hereof as of the 22nd day of March, 2019:

JO�Director

DAN B. TOLLEY Director

ROGERMANN Director

Pursuant to the foregoing consent, the following organizational resolution is hereby recorded:

RESOLVED: That the Bylaws of the Autonomy Research Network (ARCNet) Consortium, dated 22 March 2019, are hereby created and approved by SPG Institute, Inc - the ARCNet Consortium Administrator.

�

/-�-�---=I-O_C_HE_TT_I _______ _

Director

DAN B. TOLLEY =�

D. I 1rector

ROGERMANN Director

22

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MODIFICATION HISTORY

ARC-01 Approved Bylaws 3/29/2019

ARC-02