HomeMy WebLinkAboutAgenda 8-e - New Three-Year Interlocal Agreement between Orange County and the Town of Chapel Hill to Continue Joint Funding for the “LAUNCH, Inc.” Small Business Incubator 1
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: February 19, 2019
Action Agenda
Item No. 8-e
SUBJECT: New Three-Year Interlocal Agreement between Orange County and the Town of
Chapel Hill to Continue Joint Funding for the "LAUNCH, Inc." Small Business
Incubator
DEPARTMENT: Economic Development
ATTACHMENT(S): INFORMATION CONTACT:
(1) Proposed Three-Year Interlocal Steve Brantley, Director, Orange County
Agreement between Orange Economic Development, (919) 245-
County and the Town of Chapel Hill 2326
to Continue Joint Financial Support
of the LAUNCH Small Business
Incubator
(2) June 25, 2018 Memorandum of
Understanding between Orange
County, the Town of Chapel Hill,
the Chapel Hill Downtown
Corporation and the University of
North Carolina at Chapel Hill to
Continue Supporting the LAUNCH
Incubator
(3) State of N.C. Articles of
Incorporation for LAUNCH, Inc.
(4) Bylaws of LAUNCH, Inc.
PURPOSE: To:
1) approve and authorize the County Manager to sign a new three-year Interlocal
Agreement that renews the County's contractual relationship and joint funding
arrangement with the Town of Chapel Hill enabling the tech incubator LAUNCH to
continue to provide entrepreneurial services that promote the growth and retention of
small businesses; and
2) review and approve the Bylaws of the "LAUNCH, Inc." small business incubator in Chapel
Hill that was formed on January 1, 2019 as a new nonprofit organization, which includes
authorizing the Manager to serve as an executive board member of the new non-profit (or
to designate another County representative to serve in that capacity), thereby joining
representatives from the Town of Chapel Hill and the University of North Carolina at
Chapel Hill as executive board members.
BACKGROUND: The proposed Interlocal Agreement (Attachment 1) replaces the previous
three-year Agreement that expired on December 31, 2018, and continues the joint economic
development sponsorship that has been shared equally between Orange County and the Town
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of Chapel Hill since 2012 to fund the lease cost of the "LAUNCH Chapel Hill" innovation center,
located at 321 West Rosemary Street. Orange County's proposed $18,375 quarterly financial
commitment (or $73,500 annually) under the Interlocal Agreement extends for 36 months from
January 1, 2019 to December 31, 2022, and would continue to be paid from the County's Article
46 economic development category designated to nurture entrepreneurial development. This
expenditure was included in the approved FY 2018-19 budget as one of the pre-existing
economic development initiatives funded from Article 46. The proposed annual payment of
$73,500 by the County is unchanged from the same annual payment level the County had been
making in the previous Agreement.
As outlined in the attached Memorandum of Understanding (Attachment 2), dated June 25,
2018, Orange County, the Town of Chapel Hill, the Chapel Hill Downtown Corporation and the
University of North Carolina at Chapel Hill agreed in principal to continue all parties' mutual
support of the LAUNCH incubator. In 2018, operational efficiencies were identified by the Town
of Chapel Hill and UNC, being the other main financial contributors, if the LAUNCH structure
among key stakeholders could be shifted into a non-profit agency. This organizational change
has since been approved by both UNC and the Town, and now requires the Orange County
Board of Commissioners to review and approve the new Bylaws (Attachment 4), which include
authorizing the County Manager to serve as an executive board member of the new non-profit
(or to designate another County representative to serve in that capacity).
With respect to the three key board member positions for the Launch, Inc., the Town has
nominated UNC Chapel Hill's Judith Cone (Special Assistant to the Chancellor for Innovation,
Entrepreneurship & Economic Development) to serve as Chair, and nominated Chapel Hill
Economic Developer Dwight Bassett to serve as Treasurer. Both have agreed to serve in that
capacity. The Town and UNC have nominated Orange County Economic Development Director
Steve Brantley (or another designated County representative) to serve as Vice-Chair/Secretary,
which requires the Orange County Board of Commissioners' approval of the Bylaws and
designation by the County Manager.
Early History
As part of the Board of County Commissioners' strategic planning in 2011 to utilize Article 46
funding to support key economic development priorities, the importance of growing and retaining
entrepreneurial start-up talent in Orange County was included. The Board sought to reverse the
historic trend where promising, growth-oriented tech start-up companies originating out of the
University of North Carolina and County would eventually relocate to adjacent counties over
time. Durham's "American Underground" incubator and co-working venture at the American
Tobacco campus has been a significant draw of Orange County's local start-up talent.
In response, Orange County contracted with UNC Chapel Hill's Department of City & Regional
Planning department head, Dr. Emil Malizia, in 2011 & 2012, who conducted a regional real
estate assessment of average lease costs, ideal space needs and working environments that
start-up companies seek throughout their developmental life span. A key recommendation from
that consultant report highlighted a severe shortage of competitively priced incubator facilities
here in the County, and suggested the development of an innovation center to better retain
entrepreneurial talent coming out of the University and from the local community.
Following the successful referendum in November 2011 to approve Article 46, the County
gained a new revenue source that enabled it to join with the Town of Chapel Hill in establishing
the "LAUNCH Chapel Hill" incubator.
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Recent Notable Achievements & Positive Economic Impact on the Local Economy:
"LAUNCH" directly contributed to the University of North Carolina at Chapel Hill being
recognized on November 4, 2015 as ranking among the top five best performing university
business accelerators in North America, based on a 2015 benchmark study by UBI Global,
which is a thought leader in performance analysis of business incubators around the world.
Amy Linnane, who is a former LAUNCH cohort graduate and the current Acting Director of the
agency, has provided the following new statistics to illustrate the incubator's notable economic
contribution to the local community:
5 Year Statistics (2012 thru 12/2017)
• 75 companies served in 9 cohorts, with 44+ completing the survey (59% of total)
• At least 46 original companies still remain in business (61%)
• 94% remain in business after 1 year; 64% remain in business after 2 years
• 31 companies (41%) began with UNC students as primary founders, and 7 remain in
business (23%)
Calendar 2017 Results (by all LAUNCH companies)
• $12.75 million in venture capital support was raised (by 19 companies)
• $20.6 million in annual revenues earned
• 1,124 employees (215 full-time and 909 part-time)
• 202 jobs based in Orange County
• 25 companies call Orange County home
• 12,150 square feet of total leased office space
• $184,500 paid in rent
• $99,000 in annual spending in downtown Chapel Hill
In recent developments, Cohort #11 took up residence at LAUNCH on January 22, 2019 with 10
new entrepreneurial teams (including four UNC student teams).
Summary of previous co-funding agreements between Orange County and the Town of
Chapel Hill to support the LAUNCH incubator:
Orange County and Town of Chapel Hill have provided joint financial support of the LAUNCH
small business innovation center for the past 6 '/2 years via previous Interlocal Agreements, as
follows:
(1) First Interlocal Agreement between the Town & County (3 '/2 year initial term of
50/50 co-sharing of lease payments for 4,000 square feet, for the period of 7/1/12 to
12/31115)
• The initial 3 1/2 year (42 month) Interlocal Agreement between the County &
Town to co-fund LAUNCH was split 50/50 in a mutual cost sharing. The
County paid its portion from Article 46 funds ('/4 cent sales tax proceeds for
economic benefit) dedicated to providing entrepreneurial support, at a level of
$10,000 per quarter for 42 months, or, a total cost to the County of $140,000
over the full 3 1/2 year initial term. The Town of Chapel Hill provided an equal
amount of financial support. This first Interlocal Agreement expired on
December 31, 2015.
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(2) Second Interlocal Agreement between the Town & County (a 3-year renewal of
financial support, at the same annual cost that was established during the first
Interlocal Agreement)
• On November 17, 2015, the BOCC approved a new three-year (36-month)
Interlocal Agreement starting on 1/1/16 and expiring on 12/31/18. The
County's financial contribution remained the same at $10,000 per quarter, or a
total cost to the County of $120,000 over the full 3-year term. The County's
payment was funded from Article 46. The Town also provided an equal level of
financial support.
(3) Amendment made to the Second Interlocal Agreement to permit LAUNCH to add
3,700 square feet for additional co-working space in the incubator's existing
facility.
• The second Interlocal Agreement was amended in June 2016 to permit an on-
site expansion of the LAUNCH office, which required Orange County and the
Town to contribute an additional $8,375 per quarter (or $33,500 annually) for
up to three (3) years. The Town also provided an equal level of financial
support. The amended Interlocal Agreement expired on December 31, 2018.
FINANCIAL IMPACT: The proposed new Interlocal Agreement requires Orange County to
contribute $18,375 per quarter (or $73,500 annually) for up to three (3) years, or a total of up to
$220,500 over the full 3 years. County funding is provided exclusively by Article 46's annual
retail sales tax collections that fund a variety of economic development activities, to include the
LAUNCH small business incubator. As the annual payment amount is included the current
2018-19 budget, and is unchanged from the County's previous annual contribution under the
prior Interlocal Agreement that expired on December 31, 2018, there is no additional budget
impact at this time.
SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goal is applicable to
this item:
• GOAL: ENSURE ECONOMIC SELF-SUFFICIENCY
The creation and preservation of infrastructure, policies, programs and funding necessary
for residents to provide shelter, food, clothing and medical care for themselves and their
dependents.
RECOMMENDATION(S): The Manager recommends that the Board
1) approve and authorize the County Manager to sign a new three-year Interlocal
Agreement (Attachment 1) that renews the County's contractual relationship and joint
funding arrangement with the Town of Chapel Hill enabling the tech incubator LAUNCH
to continue to provide entrepreneurial services that promote the growth and retention of
small businesses; and
2) review and approve the Bylaws (Attachment 4) of the "LAUNCH, Inc." small business
incubator in Chapel Hill that was formed on January 1, 2019 as a new nonprofit
organization, which includes authorizing the Manager to serve as an executive board
member of the new non-profit (or to designate another County representative to serve in
that capacity), thereby joining representatives from the Town of Chapel Hill and the
University of North Carolina at Chapel Hill as executive board members.
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Attachment 1
STATE OF NORTH CAROLINA
INTERLOCAL AGREEMENT
COUNTY OF ORANGE
This INTERLOCAL AGREEMENT("Agreement")is hereby made and entered into this the day
of ,2019,by and between ORANGE COUNTY,hereinafter referred to as("County"),and the TOWN
OF CHAPEL HILL, hereinafter referred to as ("Town") pursuant to N.C. Gen. Statute 160A-460 et seq.,
160A-17.1 and other applicable laws.
WITNESSETH:
WHEREAS, County and Town desire to continue with a partnership originally initiated through a 2012
interlocal agreement, and renewed in a new 2016 agreement between the Parties whereby local startup
businesses in the"LAUNCH"incubator have more opportunities to remain in Orange County and Chapel Hill.
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein,
the parties hereto agree as follows:
1. Coup. Grant. County shall grant to the Town two hundred twenty thousand five hundred dollars
($220,500.00). This grant shall be payable quarterly in installments of eighteen thousand three hundred
seventy five dollars ($18,375.00). Town acknowledges and agrees the full amount,which shall not exceed
two hundred twenty thousand five hundred ($220,500.00), shall be expended by the Town for the sole
purpose of establishing and maintaining a small business incubator/joint co-working space located at 321
West Rosemary Street, and a joint accelerator space located at 306 W. Franklin Street, Chapel Hill,North
Carolina 27516 (the LAUNCH"Small Business Incubator"). County and Town agree this grant is the full
extent of the County's contribution. Town shall be responsible for conducting any statutorily required
public hearing prior to the expenditure of any grant funds.
2. Town Obligation. Town shall be responsible for payment of the rental obligation of the LAUNCH Small
Business Incubator property using the County grant, together with Town resources, in order to maintain
the property's availability for lease and sublease as a Small Business Incubator.
3. Term. The term of this Agreement shall commence the 1 st day of January 2019 and shall continue for a
period of thirty-six(36)months,expiring on 12/31/21. Any such renewal, or any other modification, shall
be accomplished through a mutually agreed upon written amendment to this Agreement and may be
approved and executed by the managers of the County and Town.
4. Reporting. Town shall on or before July 1 annually during the term of this Agreement provide a report to
the Orange County Manager detailing the expenditure of the grant funds described in Section 1 above.
Upon request by County,Town shall provide County with any audit or underlying documents necessary to
verify the contents of the annual report. In the event such report or documents are not provided County
may suspend grant installments until such time as the report or documents are provided.
5. Force Majeure/Emergency Non-Appropriation. In the event Town or County should be delayed in, or
prevented from,performing or carrying out any of the agreements, covenants, or obligations made by, and
imposed upon, said Party by this Agreement, by reason of or through any cause reasonably beyond its
control and not attributable to its neglect, including but not limited to condemnation, order of any court
granted in any bona fide adverse legal proceeding or action, explosion, fire or other act of God or public
enemies, and/or emergency non-appropriation,then, in each such case or cases,the affected Party shall be
relieved of performance under this Agreement.
6. Termination. The County and Town may terminate this Agreement upon mutual written agreement
approved by the County's and Town's managers. Either County or Town may terminate this Agreement
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upon a material breach by the other. Material breach includes but is not limited to the failure by Town to
expend grant funds as required by this Agreement. Effective the date of termination any termination of
this Agreement relieves County of any further responsibilities or obligations established by this
Agreement.
IN WITNESS WHEREOF,the parties have caused this Interlocal Agreement to be executed as of the day and
year first above recorded.
FOR ORANGE COUNTY FOR CHAPEL HILL
By: By:
Bonnie Hammersley Maurice Jones
Orange County Manager Chapel Hill Town Manager
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
Orange County Chief Financial Officer
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
Town of Chapel Hill Finance Director
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Memorandum of Understanding
Date: June 25, 2018
Parties: The Town of Chapel Hill, Orange County, Chapel Hill Downtown Partnership, and the
University of North Carolina at Chapel Hill (Vice Chancellor's Office for Innovation,
Entrepreneurship, and Economic Development-Innovate Carolina and the Kenan-
Flagler Business School-Center for Entrepreneurial Studies)
Re: Launch Chapel Hill Future Plans
Background: Launch Chapel Hill was founded with the support of the Town of Chapel Hill
(Roger Stancil), Orange County,the University of North Carolina at Chapel Hill (Judith Cone
through the Vice Chancellor's Office for Innovation, Entrepreneurship, and Economic
Development dba Innovate Carolina, and Ted Zoller through the Center for Entrepreneurial
Studies at the Kenan-Flagler Business School), Entrepreneur Jim Kitchen, and the Becker Family,
which provided a major gift through the Kenan-Flagler Business School that helped fund Launch
during its first four years of operation. The Chapel Hill Downtown Partnership served in a key
operational role and donors and partners have helped Launch Chapel Hill (LCH) be the success it
is today. Dwight Bassett, Economic Development Officer with the Town of Chapel Hill, became
the point person for LCH, and Dina Rousset has led this work and brought in staff and external
experts to develop the accelerator program, coach companies, design, permit and manage
build-out of a co-working facility. Sheryl Waddell represents UNC-Chapel Hill's Innovate
Carolina office, along with Judith Cone. Orange County local government participation includes
members from the Board of Commissioners, Manager's Office, and Steve Brantley from the
Orange County Economic Development Department. Core funding comes from the Town,
County, and University with added funding from donors and in-kind partners. Town and County
participation is administered via an Interlocal Agreement between the two local governments.
We are especially grateful to the Becker Family for their foundational funding that enabled the
success of Launch Chapel Hill from its inception.
The Launch Chapel Hill accelerator has been a successful initiative which has led to
opportunities for growth and expansion. In sum, LCH has achieved the following:
Since 2013:
75 companies have graduated, with 46 remaining in business
94%of companies remain in business after one year
31 companies primarily founded by UNC students
1,150 jobs created, with 200+of those in Orange County
In 2017:
$12.975 million in funding raised by companies during 2017
$20.6 million in company revenue earned during 2017
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The first new opportunity was to open co-working space, which was accomplished with very
limited resources, including in-kind donations.
When LCH was started, it was the only such offering in town promoting entrepreneurship as a
tool for economic development through an accelerator model (LCH Phase 1-2013). After Launch
opened co-working space (LCH Phase II-2017), the landscape changed. The Amsterdam-based
co-working company, Spaces, will occupy 33,000 square feet at the Station at East 54,taking up
the first three floors at the six-story building on Hamilton Road.The Town-County-University
partnership for LCH has an opportunity to adapt to these changes and enhance the offerings of
LCH to meet the current and future needs of our entrepreneurial community.
The Parties to this MOU agree to the following:
• A central connector group is needed in Chapel Hill and perhaps Orange County to serve as a
virtual and physical one-stop shop for entrepreneurship (LCH Phase III).
• The LCH board and personnel have the potential, if resourced appropriately, to take on that
expanded role.
• The name "Launch Chapel Hill" should be extended to cover that connector group—to be
the major brand if this expansion is limited to the Town of Chapel Hill. If Launch is expanded
to cover all of Orange County,then the name "Launch"would be used perhaps in
combination with a town name—e.g. Launch Carrboro. "Sub-brand" variants could also be
developed, such as (the following are only working titles/placeholders) Launch Accelerator,
Launch Works (co-working), Launch Network (convening and programming for the
community, and events), Launch Places (work with landlords on spaces for young
companies), and other such central activities.
• Launch needs a legal entity such as a 501(c)3 to facilitate Phase III—either one we create or
one under another organization's 501(c)3 status. The entity would serve at a minimum as
an entity to receive and expend money and hold the lease(s).
• UNC's Office of the Vice Chancellor for Innovation, Entrepreneurship and Economic
Development (also known as Innovate Carolina) and the UNC KFBS Center for
Entrepreneurial Studies will be the point organizations and programmatic leaders in LCH
Phase III-2018. Roles, responsibilities, and financial commitments will be defined during the
strategic planning activities to begin in June 2018.
The resources currently at hand and the current assignment of the staff are as follows:
1. UNC Innovate Carolina increased its contribution by$10K and has committed $150,000 for
the UNC FY19 budget (July 1, 2018-June 30 2019) and $150,000 for FY20. Innovate Carolina
sends its funds to the UNC KFBS Center for Entrepreneurial Studies and provides other
periodic funding and in-kind services.
2. UNC KFBS Center for Entrepreneurial Studies employs all the current staff(Program
Director, EIR team and Program Coordinator) and provides the programming for the
accelerator and management of the accelerator and co-working space.
3. The Town and County are at a stable funding level for the upcoming new fiscal budget year
and both agree to consider additional funds within future budget cycles for LCH Phase III.
The Town and Chapel Hill Economic Development have provided periodic funding and in-
z
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kind services to Launch and Launch companies. In addition, Orange County provides
periodic supplemental financial support to select LCH cohort tenants that occasionally apply
for, and are approved for, small business grants and loans awarded by the Orange County
Economic Development Department.
4. On 5/8/18 Meg McGurk, on behalf of the Chapel Hill Downtown Partnership (CHDP), agreed
that the CHDP would continue for the period of the one-year lease extension to provide the
same services for Launch as it did previously, such as paying the bills and holding the lease,
with one exception. The CHDP will not cover cash flow shortages as they have done in the
past through the period of the one-year extension.
5. Dina Rousset serves as the primary contact with the property's owners (Todd Zapolski and
Jeff Boak). Dina is herewith authorized to explore re-negotiating a reduced rental rate
especially in light of frequent roof and rear wall leaks in the new space for a one-year
extension.
6. CHDP will continue to provide the same services for Launch that it has to date, including
financial management, paying all bills and rent, and collecting program fees through
December 31, 2019.
• CHDP's commitment is contingent upon the approval of the Town of Chapel Hill budget
for FY July 1, 2018 to June 30, 2019 that includes a $150,000 commitment for Launch
until June 30, 2019. In the event that this does not occur and the lease is signed, UNC
Innovate Carolina's financial commitment of$150,000 per fiscal year until 2020 will be
first used to cover facility costs (primarily rent and cam charges) incurred by CHDP for
Launch.
• If the Town of Chapel Hill and Orange County do ndt extend their financial commitment
beyond June 30, 2019, UNC Innovate Carolina has agreed to a financial commitment of
$150,000 for fiscal year 2019 to cover the lease for Launch. It is understood that
Innovate Carolina funding alone would not fully support all operational costs of Launch
and thus ongoing operations would cease.
• The Party funders agree that the priority for these funds is to pay the lease and cam
charges for Launch. CHDP will not cover cash flow shortages.
• CHDP will be repaid $26,953.02 in full by December 31, 2018, or sooner if cash flow
allows.
• Some funds have come in from donations and there is the possibility of additional
donations.
In preparation for LCH Phase III (the one-stop shop for acceleration, co-working, and
networking)that is co-sponsored by the Town, County, and UNC; as the anchor
sponsors/founders, we agree to:
a) Move forward with the efforts to establish LCH as a 501(c)3 stand-alone legal entity. The
Launch Advisory Board and Executive Director have until December 31, 2019 to move all
operations into the new legal entity from CHDP.The Town has agreed to establish the
501(c)3 on behalf of the Launch Advisory Board.The core fiduciary board for the 501(c)3
will be made up of representatives from the Town of Chapel Hill, Orange County, and UNC-
Chapel Hill.This board is intentionally small in number to provide maximum flexibility. A
larger advisory board will be established if needed. The current Launch Advisory Board will
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govern Launch Chapel Hill until the new Launch entity is established and the current Launch
Advisory Board formally moves operations to the new entity.
b) Make sure we are executing on LCH Phase II without putting additional pressure on the
team to engage in LCH Phase III activities without additional funding tied to a plan.
c) Create a strategic plan for LCH Phase III that includes scope of work and resource
requirements that can become the foundation of proposals to the Town and County for
increased resources for LCH Phase III. The board, their extended teams, and staff agree to
work together and convene starting in June 2018 to complete the strategic plan for LCH
Phase III plan by August 31. 2018.
d) At the working session(s) described above, develop a plan for how we can engage the
Entrepreneur's Council Leadership group with Launch's plans for LCH Phase III.
This MOU reflects the mutual understanding and expectation of the Parties with respect to the
future development of LCH and the Parties' respective participation in and contribution to that
effort. However,the parties acknowledge and agree that this MOU is non-binding.
Si natures
•
Town of ill er nature:
Printed Name: TWAtU t.. t-
Date:jX'jJ ry Z').TAa
Orange County M ager Signature:
Printed Name: v/J
Date:
UNC-Chapel Hill Manager Signature:
Printed Name: YZ 6 iTi-1 CAU67
Date:
Chapel Hill Downtown Partnership Manager Signature:
Printed Name: `,nor
Date:
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NORTH CAROLINA 11
Department of the Secretary of State
To all whom these presents shall come, Greetings:
I, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby certify
the following and hereto attached to be a true copy of
ARTICLES OF INCORPORATION
OF
LAUNCH
the original of which was filed in this office on the 16th day of November, 2018.
oeenRTn� � 0 0 20.i))S IN WITNESS WHEREOF, I have hereunto set my
MPY
O T2
� hand and affixed my official seal at the City of
----- Raleigh, this 16th day of November, 2018.
❑ i�;���
6� V1OE RQ 12.
OUAM 00.^�+ Scan to verify online.
SF� D
Certification#C201831100055-1 Reference#C201831100055-1 Page: 1 of 4 Secretary Of State
Verify this certificate online at http://www.sosnc.gov/verification
SOSID: 1773V3
Date Filed: 11/16/2018 2:00 PM
Elaine F.Marshall
North Carolina Secretary of State
C2018 311 00055
State of North Carolina
Department of the Secretary of State
ARTICLES OF INCORPORATION
NONPROFIT CORPORATION
Pursuant to §55A-2-02 of the General Statutes of North Carolina,the undersigned corporation does hereby submit these Articles of
Incorporation for the purpose of forming a nonprofit corporation.
1. The name of the nonprofit corporation is: Launch
2.L (Check only if applicable.) The corporation is a charitable or religious corporation as defined in NCGS
§55A-1-40(4).
3. The name of the initial registered agent is: Dwight Bassett
4. The street address and county of the initial registered agent's office of the corporation is:
Number and Street: 405 Martin Luther King, Jr. Blvd
City: Chapel Hill State: NC Zip Code: 27514 County: ORANGE
The mailing address if different from the street address of the initial registered agent's office is:
Number and Street or PO Box: Same
City: State: NC Zip Code: County:
5. The name and address of each incorporator is as follows:
Name Address
Margaret S. Davis 1526 E. Franklin St., Ste. 202
Chapel Hill, NC 27514
6. (Check either"a"or"b"below.)
allhe corporation will have members.
b.✓Q he corporation will not have members. {
7. Attached are provisions regarding the distribution of the corporation's assets upon its(.dissolution.
8. Any other provisions which the corporation elects to include are attached.
BUSINESS REGISTRATION DIVISION P.O.BOX 29622 RALEIGH,NC 27626-0622
(Revised August, 2017) Form N-01
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9. The street address and county of the principal office of the corporation is:
Principal Office Telephone Number:
(919) 969-5010
Number and Street: 405 Martin Luther King, Jr. Blvd
City: Chapel Hill State: NC Zip Code: 27514 County: ORANGE
The mailing address if different from the street address of the principal office is:
Number and Street or PO Box: Same
City: State: Zip Code: County:
10. (O tional : Listing of Officers See instructions for why this is important)
Name Address Title
i
i
Privacy_ Redaction
11. (Optional):Please provide a business e-mail add
The Secretary of State's Office will e-mail the business automatically at the address provided at no charge
when a document is filed. The e-mail provided will not be viewable on the website. ,For more information
on why this service is being offered,please see the instructions for this document.
12. These articles will be effective upon filing,unless a future time and/or date is specified:
This is the day of November ,20 18
4
I ora r Business Entity a n
an
Voratr
isori at i
Marga I p orator
Type or print Incorporator's name and title, if any
NOTES:
1. Filing fee is$60. This document must be filed with the Secretary of State.
BUSINESS REGISTRATION DIVISION P.O.BOX 29622 RALEIGH,NC 27626-0622
(Revised August,2017) Form N-01
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1. Dissolution: Upon the liquidation, dissolution,termination, or winding up of the
Corporation,whether voluntary, involuntary or by operation of law,the property or assets
of the Corporation remaining after providing for the payment of its debts sand obligations
shall be conveyed,transferred, distributed, and set over outright to one or more
charitable, educational or scientific institutions or organizations selected by the Board of
Directors and in such proportions and such manner as may be determined by such vote.
Such one or more institutions or organizations shall at the time qualify as exempt
organizations under section 501(c)(3) of the Internal Revenue Code as the same now
exists or as it may hereafter be amended.
LAUCH,Excerpt of Bylaws
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Bylaws of Launch
A Nonprofit Corporation
Article I—Name, Offices, Purposes
1. The name of the corporation shall be Launch(the "Corporation").
2. The principal office of Launch shall be located in Chapel Hill, NC, or such other
place as may be determined by the Board of Directors.
3. The Corporation has been formed to foster new business opportunities and
educate entrepreneurs in local communities to further their potential.
4. Purpose: The Corporation is organized exclusively for charitable and educational
purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, or the corresponding provision of the United States Internal
Revenue law. The primary purposes of this Corporation shall be as follows:
a. To act as an educational center for entrepreneurial businesses;
b. To create synergy among entrepreneurs and promote small business
development;
c. To develop and create physical and virtual space for entrepreneurs in
Orange County and surrounding communities;
d. To carry on any other activities permitted by organizations exempt from
Federal income tax under Section 501(c)(3) of the Internal Revenue Code,
as the same now exists or as it may hereafter be amended.
Article IT—Membership
This corporation has no membership.
Article III—Board of Directors
1. Duties and Authority
a. The Board of Directors shall have all of the legal and professional duties
required under the laws of the State of North Carolina.
b. The Board of Directors shall appoint the officers of the Corporation as set
forth in Article VII.
c. The Board of Directors may make such rules and regulations covering its
meetings as it may in its discretion determine necessary.
d. The Board of Directors shall conduct a formal review of the performance
of the primary Launch staff, including Program Coordinator, Operations
Coordinator, and Program Coordinator at least once per year.
2. Structure
a. The Board of Directors shall consist of at least 3, but no more than 15,
persons.
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b. The composition of the Board of Directors shall be as follows:
i. At least one Director shall be a member of the faculty or staff at
the University of North Carolina at Chapel Hill preferably the
Vice-Chancellor of Innovation, Entrepreneurship and Economic
Development.
ii. At least one Director shall represent the Town Manager of the
Town of Chapel Hill.
iii. At least one member shall represent the Orange County Manager
of Orange County.
iv. Other officio and ex-officio members may be added by majority
vote of the Board at the corporation's annual meeting.
c. Elections: The initial Directors shall be named by the incorporator of the
Corporation. Thereafter, Directors shall be elected by the Board of
Directors at any meeting of the Board of Directors, or, in case of a
vacancy, as soon as practicable thereafter.
i. Regular Officer and Director elections shall be held at the Annual
Meeting described in Article IV, and at any other meeting of the
Board of Directors at which there are vacancies.
d. Terms:
i. Each Director shall serve for a term of up to three years after initial
appointment; provided, however, that the initial terms shall be so
fixed or upon any increase or decrease in the number of Directors
so that approximately an equal number of regular terms shall
expire at each annual meeting.
ii. No Director may serve more than three (3) consecutive terms.
e. Remo Val:
i. A Director may be removed at any time with cause by a two-thirds
(2/3) vote of the other Directors.
f. Vacancies:
i. Any vacancy on the Board of Directors may be filled by
appointment Board of Directors, which shall be made by a
majority vote of the remaining Directors.
Article IV— Meetings
1. Annual Meeting:
a. The Annual Meeting of the Board of Directors shall be held in July of
each year, or during such other month as approved by the Board.of
Directors.
b. The Board Chair shall send, or cause to be sent, notice of the time and
place of the Annual Meeting to all Directors.
i. Notice must be sent at least ten(10) days in advance of the
meeting.
c. The purpose of the Annual Meeting shall be to elect Directors and Officers
of the Board; to receive a report on the prior year from staff, including a
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financial statement of income and expenses; and to conduct such other
business as may be properly brought before the meeting.
2. Regular Meetings:
a. The Board of Directors shall meet at least four times a year (including the
Annual Meeting) at a date and time chosen by the Directors.
b. The Board Chair shall send, or cause to be sent, notice of the time and
place of the meetings to all Directors.
i. Notice must be sent at least ten (10) days in advance of the
meeting.
3. Special Meetings:
a. The Chair or any Director may call a special meeting when she/he deems
it to be in the best interest of the Corporation.
b. Notices of such meetings shall be sent at least thirty-six (36) hours before
the scheduled time. Such notice shall state the reason for the meeting, the
business to be transacted at the meeting, the time and place of the meeting,
and who called the meeting.
c. No other business but that specified in the notice may be conducted at the
special meeting unless by unanimous consent of all those present at the
meeting.
4. Alternatives:
a. Participation in meetings may be by teleconference, or any other means by
which each Director may hear other participating Directors.
5. Action without a meeting:
a. Additionally, resolutions of the Board of Directors can be passed without a
meeting, provided that all members of the Board of Directors consent to
the resolution in writing.
Article V—Quorum
1. Forty percent (40%) of the Directors shall constitute a quorum and be necessary
to conduct the business of the Corporation.
Article VI—Voting
1. Voting Methods:
a. At all meetings, all votes shall be by voice. The Secretary shall make a
record of all votes.
b. At any annual, regular, or special meeting, if a majority so requires, any
question may be voted on by anonymous ballot, subject to procedures to
be approved by a majority of the Directors.
2. Special Voting
a. The following matters shall require a two-thirds (2/3) majority vote:
i. Dissolution of the Corporation
ii. Changes to the Bylaws
iii. Removal of a Board Director or Officer
3. Each Director shall have one vote and such voting may not be done by proxy.
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Article VII—Officers
I. The Officers of the Board of Directors maybe as follows:
a. Chair
b. Vice-Chair
c. Secretary
d. Treasurer
2. The Chair
a. Presides over meetings of the Board of Directors.
b. Participates in the performance review of the Officers of the Corporation.
3. The Vice-Chair
a. Works closely with the Chair, understands the Chair's duties, and is able
to perform these duties in the Chair's absence.
b. Performs other responsibilities as assigned by the Chair.
4. The Secretary
a. Keeps minutes of Board meetings and records all Board resolutions, votes,
and elections.
b. In conjunction with the Program Coordinator may give notice of meetings
and agendas to the Board of Directors.
c. Is the official custodian of the records and seal of the Corporation.
d. Performs all duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him or her by the Board of
Directors.
5. The Treasurer
a. In conjunction with the Program Coordinator reviews and presents
financial reports for the Board of Directors.
b. In conjunction with the Program Coordinator provides the Corporation's
financial reports to the Board of Directors at regularly scheduled meetings.
Such reports shall be attached to the meeting minutes.
c. Follows the required duties set out in the Corporation's Financial
Procedure Manual, including the review of financial statements on a
quarterly basis.
d. Exercises all duties incident to the office of the Treasurer and such other
duties as from time to time may be assigned to him or her by the Board of
Directors.
b. The executive functions of the Corporation shall be shared by the Officers of the
Board of Directors.
7. The Officers of the Board of Directors:
a. Present reports of the work of the Corporation at each regularly scheduled
Board of Directors meeting.
b. See that all books, reports, and certificates required by law are properly
kept and/or filed.
c. Keep the minutes and records of the Corporation in appropriate books.
d. File any certificates required by any federal, state or local law.
e. Have the authority to sign checks or drafts of the Corporation.
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f. Have the care and the custody of all monies belonging to the Corporation
and shall be responsible for the proper accounting for such monies or
securities of the Corporation.
g. Have the ability to contract for such services, goods, and property, real or
personal, as is deemed necessary for the operation of the Corporation.
h. Perform all duties incident to the office of each Coordinator and such
other duties as from time to time may be assigned to him or her by the
Board of Directors.
8. Other Officers. Additional Officers of the Board may be appointed by resolution
of the Board of Directors.
9. Officer Elections:
a. Officers of the Board of Directors shall be elected by the Board of
Directors at the Annual Meeting, or, in case of a vacancy, as soon as
practicable thereafter.
b. Terms:
i. Each Officer of the Board of Directors shall serve for a one (1)
year term.
ii. No Officer of the Board of Directors may serve more than four (4)
consecutive terms.
iii. After four (4) consecutive terms, Officer members must not serve
as an Officer for one year before a term cycle may begin anew.
c. Removal:
i. An Officer may be removed for cause by a two-thirds (2/3) vote of
the Board of Directors.
d. Vacancies:
i. Vacancies in an Officer position may be filled by a majority vote
of the members of the Board of Directors.
10. Officers Serving in Multiple Capacities:
a. The same individual may simultaneously hold more than one office in the
Corporation, but the same person shall not serve as both Chair and
Treasurer. No individual may act in more than one capacity where action
of two or more Officers is required.
Article VIII—Compensation for Officers and Directors
1. Directors and Officers shall serve without compensation with the exception that
expenses incurred in the furtherance of the Corporation's business may be
reimbursed with documentation and prior approval. Directors and Officers serving
the Corporation in any other capacity, such as staff, are allowed to receive
compensation in that capacity.
Article IX— Committees
1. Appointment:
a. The Board of Directors may establish one or more committees or advisory
boards of the Corporation.
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b. Committee members are not required to be Directors of the Corporation.
2. Duration and Duties:
a. The duration of the committee and the term of the committee members
may be determined upon the committee's creation by a majority vote of
the Board of Directors.
Article X— Indemnification
To the extent reasonable, practicable and required by law, every Director, Officer
and employee of the Corporation may be indemnified by the Corporation against
all expenses and liabilities, including counsel fees, reasonably incurred or
imposed upon such Director, Officer or employee in connection with any
threatened, pending, or completed action, suit or proceeding to which she/he may
become involved by reason of her/his being or having been a Director, Officer, or
employee of the Corporation, or any settlement thereof, unless the Director,
Officer or employee is adjudged therein to be liable for negligence or misconduct
in the performance of her/his duties. Provided, however, that in the event of a
settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being in the best
interest of the Corporation. The foregoing right of indemnification shall be in
addition to and not exclusive of all other rights that such Director, Officer or
employee is entitled.
Article XI—Amendments
These Bylaws may be altered, amended, repealed, or added to by an affirmative
vote of not less than two-thirds (2/3) of the members of the Board of Directors,
provided prior notice is given of the proposed amendment in the notice of the
meeting at which such action is taken.
Article XII-- Limitations
The Corporation shall not carry on any activities not permitted to be carried on by
a corporation exempt from Federal income tax under section 501(c)(3) of the
Internal Revenue Code as the same now exists or as it may hereafter be amended.
In particular, the Corporation shall abide by the following limitations:
I. Non-Distribution: No part of the net earnings of the Corporation shall inure to the
benefit of, or be distributed to, its directors, officers, or other private persons,
except that the Corporation shall be authorized to pay reasonable compensation
for services rendered and make payments and distributions in furtherance of the
purposes previously set forth;
2. Limitation on Lobbying: No substantial part of the activities of the Corporation
shall be the carrying on of propaganda, or otherwise attempting to influence
legislation, and the Corporation shall not participate in, or intervene in (including
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the publishing of or distribution of statements) any political campaign on behalf
of any candidate for public office.
3. Dissolution: Upon the Iiquidation, dissolution, termination, or winding up of the
Corporation, whether voluntary, involuntary or by operation of law, the property
or assets of the Corporation remaining after providing for the payment of its debts
and obligations shall be conveyed, transferred, distributed, and set over outright to
one or more charitable, educational or scientific institutions or organizations
selected by the Board of Directors and in such proportions and such manner as
may be determined by such vote. Such one or more institutions or organizations
shall at the time qualify as exempt organizations under section 501(c)(3) of the
Internal Revenue Code as the same now exists or as it may hereafter be amended.
ADOPTED this the 20`h of September, 2018:
Juofjh Cone
D fight Elassett
i
Steve Brantley
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