Governance, Organization and By-Laws of MATTO

  1. What is MATTO?

MATTO is a free standing, nonpartisan, non-profit association of Massachusetts academic organizations involved in technology transfer.

  1. Purpose / Mission of MATTO

The purpose of MATTO is to provide education and other resources and activities for its Members that will foster technology transfer and support the Members in their tech transfer efforts, including without limitation: (a) education of tech transfer professionals (seminars, training); (b) studying and serving as an information resource for legislative issues relating to tech transfer; (c) serving as an interface between academic and industry organizations; (d) benchmarking/best practices; and (e) providing forums for Members to meet and share ideas.

  1. Legal Structure / Choice of Entity

MATTO is an independent, free-standing non-profit association. It is a non-partisan association and is not affiliated with the Commonwealth of Massachusetts or with any of the Member institutions.

The decision to remain as an association and not to form a legal entity (such as a non-profit corporation with 501(c)(3) status) will be revisited if and when MATTO engages in activities that call for a more formal legal structure and the appointment of an executive director to run it.

  1. Headquarters for MATTO

Massachusetts Technology Transfer Center (”MTTC”) will serve as the initial headquarters for MATTO, and MTTC will administer MATTO business until such a time as the Executive Committee determines that it is appropriate to move to another location.

If it is determined that MATTO should relocate, the headquarters and administrative duties will shift to the office of the elected Chair and will move annually to the office of the new Chair unless the Executive Committee determines otherwise.

The Director of MTTC will act as administrative coordinator for MATTO, with assistance from members of the Executive Committee, and will manage any official records and coordinate financial matters for MATTO. The rotating Chair will coordinate with MTTC on the calling of the meeting. The Director of MTTC will have observer status at the Executive Committee Meetings.

  1. Membership

Membership is open to all technology transfer offices of non-profit research-based entities headquartered in MA that are involved in technology transfer, or the equivalent offices for non-profit research entities in Massachusetts that do not have separate technology transfer offices. To become Members, eligible entities can complete and submit a written membership form provided by MATTO, and existing Members can elect to terminate their membership by providing written notice to MATTO. MATTO shall keep a membership database that is regularly updated.

Members of MATTO are the tech transfer offices (or equivalents) of non-profit research based entities located in MA. The sitting technology transfer office directors of Members are Directors of MATTO (although representatives of Members who don’t fit this criteria can also be included as Directors at the discretion of the Board of Directors). The Board of Directors consists of all of the Directors.

There will be certain events and activities (e.g. training, discussion forums) that are open to all employees of the Members and some meetings (e.g. committee meetings) that will be restricted to Directors or to the Executive Committee. Directors may decide whether to open their meetings to Members or to restrict meetings to Director only meetings, as appropriate.

  1. Voting Rights of Members and Directors

Members don’t vote. Directors have one vote. Directors vote to appoint the Executive Committee and the Chair and Vice Chair. Director votes can also be required for certain decisions, such as deciding on member dues, decisions to formally incorporate, dissolution etc.

There will be an annual meeting of the Board of Directors each year (which will include electing new members of the Executive Committee as needed) and an annual Members meeting. Directors will vote on election of new members to the Executive Committee on or before December 1 of each calendar year.

  1. Membership Dues

There will be no formal membership dues for the moment, but Members may be asked to cover costs on an as needed basis.

  1. Management

MATTO will be run by an Executive Committee composed of Directors who are elected by the Board of Directors. There will be seven directors on the Executive Committee. Each Director on the Executive Committee will be elected for a two year term, with terms based on calendar years. Former Executive Committee members may run for additional tenures. A chair and a vice chair will be appointed by the Executive Committee at the first committee meeting, each for a one calendar year term. Each subsequent year the vice chair for the prior year will become the chair for the current year, and a new vice chair will be appointed. The Executive Committee may appoint interim Directors to fill vacancies that occur prior to a meeting of the Board of Directors. There will be staggered retirement of Executive Committee members, three to retire at the end of one year and four to retire at the end of the following year.

The Executive Committee will be in charge of operational decisions. Decision making will be by majority vote of the Executive Committee members, provided that decisions can be made at a meeting at which at least four committee members are present.

Currently the Executive Committee includes representatives from a cross-section of the Membership, including university, hospital and research institution representation. The Board of Directors will endeavor to maintain representation of the different constituencies within the Membership when appointing the Executive Committee.

  1. Amendment of By-Laws

By-laws can be amended at any time by a majority vote of the Members.