1. (1) The Nucleus Fund shall be governed by an investment committee.
2. (2) The investment committee shall consist of five members appointed by the institute board.

3. (3)

   1. (a) A member of the investment committee:

      1. (i) shall serve a term of two years; and
      2. (ii) may serve more than one term.
   2. (b) If a vacancy occurs for a member of the investment committee, the institute board shall appoint a replacement to serve the remainder of the member's term.
   3. (c) The commissioner may remove a member of the investment committee for cause.
4. (4) The commissioner and executive director shall jointly appoint a chair of the investment committee.
5. (5) The investment committee may appoint up to two additional nonvoting members to provide industry and technical expertise.

6. (6) A member of the investment committee:

   1. (a) shall have significant experience in venture capital or entrepreneurship;
   2. (b) is subject to any restrictions on conflicts of interest specified in the organizational documents of the institute;
   3. (c) may not participate in a vote by the investment committee related to a qualified investment by the Nucleus Fund if the member has an interest in the qualified investment; and
   4. (d) except as provided in Subsection (6)(b), may not receive compensation or benefits for the member's service.

7. (7)

   1. (a) A majority of the members of the investment committee constitutes a quorum of the investment committee.
   2. (b) The action by a majority of the members of a quorum constitutes the action of the investment committee.

Amended by Chapter 138, 2026 General Session