Name and Legal Form The company shall be known as AI Research Factory 3 RPO CLG, incorporated in Ireland as a Company Limited by Guarantee (CLG), operating on a non-profit basis.
Main Object The principal object of the company is to operate as an independent, non-profit research-performing organisation (RPO), carrying out and supporting applied and interdisciplinary research, development, and innovation in the field of artificial intelligence (AI) and related digital technologies, for the benefit of the public.
Subsidiary Objects In furtherance of the main object, the company shall:
Conduct, coordinate, and support scientific research projects, including participation in national and European Union-funded research consortia;
Develop and operate digital infrastructure, including AI platforms, data services, and research environments;
Disseminate research results openly, subject to legitimate confidentiality or intellectual property considerations consistent with EU programme rules;
Engage in education, training, and knowledge transfer activities;
Collaborate with academic, public, and private organisations in the pursuit of its research mission, without granting preferential access or economic advantage;
Reinvest all income and any operational surplus in the continuation and development of its public-benefit research objectives.
Non-Profit Status The company shall not carry on any trade or business for profit. No part of its income or property shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to its members. Reasonable remuneration may be paid to staff, researchers, and contractors engaged by the company in line with its non-profit objectives.
State Aid Compliance and Public Funding The company shall carry out its research activities in compliance with Article 107(1) TFEU and the Commission’s RDI Framework (2022/C 414/01). In particular:
All publicly funded research activities shall be conducted as non-economic activities, eligible for exemption from State aid rules;
Research results will be disseminated openly to the scientific community and the public unless otherwise regulated by EU grant conditions;
Public funds shall not be used to cross-subsidise commercial activities or to confer indirect economic advantage on commercial partners;
The company shall ensure that any infrastructure or services are made available on transparent, non-discriminatory terms, and not used for preferential access.
Governance and IndependenceThe company shall be governed by a Board of Directors composed of qualified individuals with academic, scientific, or professional expertise relevant to the company’s research purpose. The company shall remain legally and structurally independent of any commercial undertaking.
Dissolution In the event of dissolution, any remaining assets shall be transferred to one or more non-profit entities with similar public-benefit research objectives, in accordance with the requirements of the Companies Act 2014 and any applicable EU funding rules.
Board Structure and Management
General Governance Structure The company shall be governed by a Board of Directors responsible for the oversight, strategic direction, and fiduciary stewardship of the organisation. The Board shall ensure that all activities are aligned with the company’s non-profit status and public-benefit research mission.
Composition of the Board The Board shall consist of a minimum of two (2) and a maximum of seven (7) directors, including:
President and Chair of the Board: The President shall provide strategic leadership, represent the organisation externally, and ensure high-level alignment with research policy and public interest goals. This position shall be held by the founding member, Prof. Dr. Walter Kurz, for the initial term, subject to the rules set out below.
Scientific Director: Responsible for academic coordination, research integrity, and the quality of scientific output.
Operations Director: Oversees internal management, compliance, and administrative processes.
Finance Director: Responsible for financial planning, reporting, and compliance with national and EU funding regulations.
Additional directors may be appointed to reflect strategic areas of expertise (e.g. ethics, legal, digital infrastructure), subject to Board approval.
Appointment and Tenure Directors shall be appointed by the members of the company at a general meeting. The President shall serve a minimum initial term of five years, after which reappointment is subject to majority vote. Other directors shall normally serve a three-year renewable term.
Board Meetings and QuorumThe Board shall meet at least three times per year.
A quorum shall consist of 50% of the current directors, rounded up.
Resolutions may be passed by simple majority, except where otherwise specified.
The Chair holds a casting vote in case of a tie.
Committees and Advisory Roles The Board may establish subcommittees for specific areas (e.g. ethics, audit, external partnerships). Advisory boards may be appointed to support scientific and strategic development but do not have voting rights unless formally appointed as directors.
Conflicts of Interest Board members shall disclose any personal, financial, or institutional conflicts of interest. The Board shall adopt a written conflict-of-interest policy in line with EU research and non-profit governance standards.