BY-LAWS OF VT TECHNOLOGY SERVICES & OPERATIONS CORPORATION

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1 BY-LAWS OF VT TECHNOLOGY SERVICES & OPERATIONS CORPORATION VT Technology Services and Operations Corporation ("the Corporation"), a nonstock corporation duly formed under the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia (the "Code"), hereby adopts the following Bylaws ( Bylaws ) of the Corporation which shall govern the management and operation of the Corporation's business and the regulation of its affairs, to the extent consistent with the Corporation's Articles of Incorporation ("Articles") and applicable law, and in accordance with Section of the Code. ARTICLE I PURPOSE The corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ), and shall have the purposes specifically set forth in the Corporation's Articles. ARTICLE II DEFINITION OF TERMS Unless otherwise stated in these Bylaws, all of the terms used in these Bylaws which are defined in Section of the Code shall be deemed to have the meaning set forth in such Section of the Code. ARTICLE III ADOPTION In accordance with Section of the Code, these Bylaws shall become effective upon ratification, approval and formal adoption by the Board of Directors of the Corporation ( Board ) at its organizational meeting or any subsequent meeting. ARTICLE IV CORPORATE POWERS Unless the Corporation s Articles provide otherwise, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, those powers enumerated in Section of the Code. In the event of an emergency as described in Article XIII below, the Board shall have those emergency powers enumerated in Section of the Code. 1

2 ARTICLE V NONSTOCK CORPORATION In accordance with Section of the Code, the Corporation shall not issue shares of stock. No dividend shall be paid and no part of the income of the Corporation shall be distributed to its directors or officers, except that the Corporation may pay compensation in a reasonable amount to its directors or officers for services rendered. Article VI OFFICES Section 6.1. Principal Office. The principal office of the Corporation shall be at 902 Prices Fork Road, Suite 4000, Blacksburg, Virginia or at such other place as the Board may designate. Section 6.2. Registered Office. The Registered Office of the Corporation in Virginia (as required by law) shall be at such place as the Board shall, from time to time, by resolution determine, and may, but need not, be at the principal office of the Corporation. Section 6.3. Other Offices. The Corporation may, in addition to its principal office, have offices at such other places as the Board may from time to time appoint or as the business of the Corporation may require. ARTICLE VII BOARD OF DIRECTORS Section 7.1. General Powers. The business and affairs of the Corporation shall be managed by the Board. Corporate powers shall be exercised by the Board, except as otherwise provided by these By-Laws, by the Articles, or by law. Section 7.2. Number and Selection. The number of directors shall have at least three (3) and no more than ten (10) members. As provided in the Articles, there shall be the following classification and number of directors: (i) Ex-officio directors three (3); and (ii) elected directors - zero (0) to seven (7). The directors, each of whom shall have one vote, shall be as follows: (i) Ex-officio Directors. The Ex-officio directors shall be the following three (3) officials (or their respective designees): (1) Chief Operating Officer of the Virginia Tech Foundation, Inc. (the Foundation ), (2) Vice President for Information Technology and Chief Information Officer of the Virginia Polytechnic Institute and State University (the "University"), and the (3) the Chief Financial Officer of the University. If, in the absence of an official occupying any position or if the position name has been changed, to the extent the University and/or Foundation has designated someone to act in that capacity, the acting official shall serve as the respective Ex-officio director until such time as the University and/or Foundation designate otherwise. The Vice President for Information Technology and Chief Information Officer shall serve as Chair of the Board. 2

3 (ii) Elected Directors. Elected directors shall be elected by the Corporation s Board from those persons nominated by the Nominating Committee of the Corporation and should be those who have demonstrated an interest in and concern for, as well as an ability to decide and address issues impacting upon, the Corporation s purposes, objectives and activities. Section 7.3. Term. (i) Elected Directors. The term of Elected directors shall be three (3) years; provided that terms for initial Elected directors may be less as determined by the Board, to permit establishment of staggered terms for Elected directors. If a vacancy occurs prior to the expiration of an Elected director's term including any initial term, the successor shall serve for the balance of the predecessor Elected director's term. No Elected director may serve more than two consecutive terms, or six (6) years, whichever is longer. Any time spent serving the balance of a predecessor Elected director's term shall not be counted against the above-stated term limitation. (ii) Ex-officio Directors. The term of an Ex-officio director shall expire when such director ceases to be the official or appointee giving rise to his status as an Ex-officio member of the Board. The Board of this Corporation shall make the final determination, for purposes of qualification as a member of the Board, whether the Ex-officio director has ceased to occupy the office giving rise to ex-officio status. Section 7.4. Vacancies. Whenever a vacancy occurs on the Board as a result of the death, resignation, removal, refusal, ineligibility, or inability to serve of an Elected director, the vacancy shall be filled as set forth above in Section 7.2. During the time that any vacancy, whether that of an Ex-officio director or Elected director, remains unfilled, the remaining members of the Board shall be deemed to constitute the full board and shall be empowered to act as such. Despite the expiration of a director s term, he shall continue to serve until his successor is elected and qualifies or until there is a decrease in the number of directors. Section 7.5. Organization. At each meeting of the Board, the Chair of the Board of the Corporation, or, in the Chair s absence, a director chosen by a majority of the directors present, shall preside as Chair. The Secretary of the Corporation, or, at the discretion of the Chair, any person appointed by the Chair, shall act as secretary of the meeting. Section 7.6. Place of Meeting. The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or (unless contrary to resolution of the Board) at such place as shall be specified in the respective notices or waivers of notice thereof. Section 7.7. Regular Meeting. The Board shall meet at least annually, unless changed by action of the Board, for the purpose of electing officers and directors and transacting other business. In addition, regular meetings of the Board may be held at such times as may be fixed from time to time by action of the Board. Section 7.8. Special Meetings. Special meetings of the Board shall be held whenever called by the President, the Chair of the Board or by any two or more directors, or, at the direction of any of the foregoing, by the Secretary. 3

4 Section 7.9. Notice of Meetings. Unless required by resolution of the Board, notice of any regular meeting of the Board need not be given. Notice of each special meeting shall be mailed to each director, addressed to him/her at their residence or usual place of business, at least five (5) days before the date on which the meeting is to be held; or such notice shall be sent to each director at such place by electronic mail, cable, telecopier, mailgram, or wireless, or be delivered to him/her personally or read to the director by telephone no later than twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purpose of the meeting. No notice of the reconvening of any adjourned or recessed meeting need be given except as contained in the resolution or ruling directing the adjournment or recess. Section Waivers of Notice of Meetings. Anything in these By-laws or in any resolution adopted by the Board to the contrary notwithstanding, proper notice of any meeting of the Board shall be deemed to have been given to any director if such notice shall be waived by him/her in writing (including by electronic mail, cable, telecopier, or mailgram) before or after the meeting. A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless he attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section Quorum and Manner of Acting. A majority of the number of directors who are serving shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is had. The directors shall act only as a Board and the individual directors shall have no power as such. Section Resignations and Removals. Any directors of the Corporation may resign at any time, orally or in writing, by notifying the Chair of the Board or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified; and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. A director may be removed with or without cause by a majority vote of a quorum of directors. Section Compensation. Directors shall not be entitled to receive compensation for their duties as directors, but shall be entitled to reimbursement for reasonable expenses incurred in connection with the performance of such duties. Section Action by Directors Without a Meeting. Any action required to be taken at a meeting of the Board or which may be taken at a meeting of the Board or of a committee established in accordance with these by-laws, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed before or after such action by all of the directors or all of the members of the committee, as the case may be and included in the minutes or filed with the corporate records reflecting the action taken. Such consent shall have the same force and effect as a unanimous vote. Action taken under this section is effective when the last director or committee member, as the case may be, signs the consent unless the consent specifies a different date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director. 4

5 Section Meeting by Conference Telephone. Meetings of the Board or any committee by conference telephone or similar communications equipment shall be permitted and participation by such means shall constitute presence in person at any such meeting. ARTICLE VIII COMMITTEES Section 8.1. Establishment. The Corporation shall have at least three (3) committees: the Executive Committee, the Audit Committee and the Nominating Committee. (i) Executive Committee. The Executive Committee shall have and exercise the authority of the Board in the management of the business and affairs of the Corporation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may, from time to time, impose, and subject to Section (D) of the Code. In no event shall the Executive Committee, or any of its subcommittees, have authority to approve an amendment to the Articles, a plan of merger or consolidation, a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, of the property and assets of the Corporation, the voluntary dissolution of the Corporation, or the revocation of voluntary dissolution proceedings. The Executive Committee shall have the authority to appoint subordinate officers, remove officers, accept the resignation of officers and fill vacancies in any office. The Executive Committee shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it. Unless the Board provided otherwise by resolution, the Chair of the Board shall be Chair of the Executive Committee. (ii) Audit Committee. The Audit Committee shall provide the Board with the report of the Corporation's outside auditors, shall examine such reports, consult with the auditors with respect to their report and the standards and procedures employed by them in their audit, report to the Board the results of its study and recommend the selection of auditors for each fiscal year. (iii) Nominating Committee. The Nominating Committee shall recommend to the Board persons for election as officers and Elected directors of the Corporation, subject to the restrictions hereinafter set out and further subject to such limitations upon its authority as the Board may, from time to time, impose. Section 8.2. General Matters. (i) Composition. (a) The Executive Committee shall be composed of the Ex-Offico Directors of the Board. (b) The Audit Committee shall be comprised of three (3) directors, independent of management and free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a committee member. Directors who are employees of the Corporation or its subsidiaries shall not be eligible for Audit Committee membership. The Chair of the Board shall serve on the Audit Committee, act as its Chair, and appoint the other two (2) members of the Audit Committee with concurrence of the Executive Committee. (c)the Executive Committee of the Corporation shall serve as the Nominating Committee. 5

6 (ii) Sub-Committees. The committees may establish subcommittees and appoint directors, officers and/or such other persons to serve thereon. The authority of these sub-committees shall be based upon express grants of authority by the originating committee. (iii) Minutes. Every committee shall keep minutes of all its acts and proceedings and report the same to the Board. (iv) Notice. Regular meetings of a committee, for which no notice shall be necessary, may be held at such times and in such places as shall be fixed by a majority of the committee. Special meetings of a committee may be called at the request of any member of the committee. Notice of each special meeting of a committee shall be given by the person calling the same as provided by these By-laws for special meetings of the Board. Notice of any such meeting may be waived as provided in these By-laws in the case of meetings of the full Board. (v) Quorum. A majority of a committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of a committee shall act only as a committee and the individual members shall have no power as such. Section 8.3 Other Committees. The Executive Committee or Board may establish such other committees as deemed appropriate and shall prescribe the authority of any such committee and the period of its existence. ARTICLE IX OFFICERS Section 9.1. Officers. The officers of the Corporation shall be a President, and Secretary- Treasurer, and in the discretion of the Board, one or more Vice-Presidents, and other officers and assistant officers as may be deemed necessary or advisable to carry on the business of the Corporation. Any two offices may be held by the same person except the offices of President and Secretary. Section 9.2. Election: Term. The President of the Corporation shall be elected by the Board. Other officers shall be elected at the annual meeting of the Board and may be elected at such other time or times as the Board shall determine. They shall hold office, unless removed, until the next annual meeting of the Board or until their successors are elected. Any officer may resign at any time upon written notice to the Board, and no acceptance of a resignation shall be necessary to make it effective. Section 9.3. Removal of Officers. Any officer may be removed, with or without cause, at any time by the Board at any duly called meeting whenever the Board in its absolute discretion shall consider that the best interests of the Corporation would be served thereby. Section 9.4. Duties of Officers. Except as specifically set forth in these By-laws, the officers of the Corporation shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board. In case of the absence of any officer of the Corporation or for any other reason that the Board may 6

7 deem sufficient, the Board may transfer the powers or duties of that office to any other officer or to any other director or employee of the Corporation. Section 9.5. Duties of the President. The President shall be the chief executive officer of the Corporation. He/She shall be responsible for the execution of the policies of the Board and shall have general authority to direct and supervise the business of the Corporation. He/She may sign and execute in the name of the Corporation license agreements, patent applications, deeds, leases, contracts, or other agreements, and otherwise where the signing and the execution thereof shall have been expressly delegated to the President by the Board or by the by-laws. In addition, he shall perform all duties incident to the office of President and such other duties as from time to time may be assigned to him/her by the Board and as may be prescribed in theses By-laws. Section 9.6. Duties of the Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of all meetings of the Board, the Executive Committee and other Committees appointed by the Board in the proper book or books to be provided for that purpose. He/She shall see that all notices required to be given by the Corporation are duly given and served; shall have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all documents, the execution of which on behalf of the Corporation under its corporate seal, is duly authorized in accordance with the provisions of these By-laws: shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of books, records and papers of the Corporation relating to its organization and management as a corporation; shall see that the reports, statements and other documents required by law (except tax returns) are properly filed; and shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Board or the President; He/She shall have charge and custody of and be responsible for all funds and securities of the corporation; shall cause all such funds and securities to be deposited in such banks and depositories as the Board from time to time may direct; shall have authority to disburse the funds of the Corporation, subject to such limitations as to amount as may be set by the Board; and shall have authority to sign and execute in the name of the Corporation mortgages, bonds, notes and other debt instruments as directed by the Board. He/She shall maintain adequate accounts and records of all assets, liabilities and transactions of the Corporation in accordance with generally accepted accounting practices; shall exhibit his accounts and records to any of the directors of the Corporation at any time upon request at the office of the Corporation; shall render such statements of his accounts and records and such other statements to the Board and officers as often and in such manner as they shall require; and shall make and file (or supervise the making and filing of ) all tax returns required by law. He/She shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Board or the President. ARTICLE X CORPORATE SEAL, FISCAL YEAR, FINANCIAL REPORTS AND GENDER Section Seal. The corporate seal of the Corporation shall contain the name of the Corporation, the year of its creation, and the words "Corporate Seal, Virginia", and shall be in such form as may be approved by the Board. Section Fiscal Year. The books of account shall be kept and annual financial statement prepared on the basis of a fiscal year ending on the last day of June. 7

8 Section Financial Reports. Copies of the Corporation's annual financial statements, certified by the Corporation's auditor, shall be delivered to each member of the Corporation's Board, its Executive Committee and to the University. When available, interim financial reports shall be made to these persons at their request. Section Genders. The use of a particular gender herein is solely for ease of expression and each gender shall be deemed to include, where applicable, the other. ARTICLE XI SPECIAL CORPORATE ACTS NEGOTIABLE INSTRUMENTS, DEEDS AND CONTRACTS All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation; all deeds, mortgages, and other written contracts and agreements to which the Corporation shall be a party; and all assignments or endorsements of registered bonds or other securities owed by the Corporation, shall be signed by such officers as the Board may from time to time direct. The Board may authorize any one of its officers to sign any of such instruments, for and in behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile signatures of any of such persons. ARTICLE XII AMENDMENTS The Board by a majority vote of the full Board shall have the power to make, alter, amend or repeal the By-laws of the Corporation at any regular or special meeting of the Board. ARTICLE XIII EMERGENCY BY-LAWS In the event that a quorum of the Corporation's Board cannot readily be assembled because of some catastrophic event, the Board of the Corporation may, consistent with Section of the Code, adopt other bylaws to be effective only in such an emergency, which bylaws shall be subject to amendment or repeal by the Board, and shall provide procedures for calling a meeting of the Board, quorum requirements for the meeting, and designation of additional or substitute directors, as well as other provisions necessary for managing the Corporation during such emergency. All provisions of these Bylaws consistent with such emergency bylaws shall remain effective during such emergency. Such emergency bylaws shall not be effective after such emergency ends. Corporate action taken in good faith in accordance with such emergency bylaws shall bind the Corporation and may not be used to impose liability on a director, officer, employee or agent of the Corporation. Dated: December,

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