BY LAWS
Adopted on October 8, 2004
Article I. NAME
The name of the association shall be "The Foldinator Project" (FP).
Article II. PURPOSE
Section 1. The Foldinator Project is a not-for-profit, non sectarian group of individuals providing computer processing cycles that supports distributed computing projects on behalf of BroadBandReports (BBR) Team Helix interests.
(A). Current project is, but not limited to; Folding@Home, a distributed computing, biomedical research program which studies protein folding, misfolding, aggregation, and related diseases.
Article III. MEMBERSHIP
Section 1. Classes of Membership
(A). An FP Member is any person or business that makes a monetary or equipment donation and by being a member of BBR Team Helix, is an equal member of the association and is granted the right to vote in all matters brought to the association membership. FP Members must maintain their membership with BBR to be a member of this association. Any member that leaves or is removed from BBR shall lose, without recourse, any and all membership to this association.
(B). An FP Associate is any person or business, that donates but chooses to have no active role in this project and they forgo all rights and privileges of an FP member.
Section 2. No member will have or be considered an owner, in any form, of the individual foldinator or any parts thereof. All donations of money or equipment are done without recourse or further consideration.
Section 3. No dividends or pecuniary profits shall be declared to any members of the association.
Section 4. Meetings
(A). The association shall hold its first meeting for the election of officers, on or within 30 days of the activation of the first foldinator system. And within 90 days after that vote is official, the Board will submit the proposed bylaws to the members for approval.
(B). All meetings, discussions, votes and communications will be done via the internet. The vehicle for this communication is the BBR Distributed Computing Special Projects (DCSP) forum. All membership voting will be done via BBR open posts in the DCSP forum, or if stated up front, done via IM to the Board President and a second designated Board officer.
Article IV. BOARD OF DIRECTORS
Section 1. Composition
The FP association Board of Directors shall consist of seven elected directors. Four officers and three At-Large seats.
(A). President
(B). Vice-President
(C). Treasurer
(D). Secretary
(E). At-Large (3)
Section 2. Eligibility
Any active member in Good Standing is eligible to be nominated and to run for office.
Section 3. Term
ALL Board members shall serve one-year terms and are eligible for re-election.
Section 4. Authority and Responsibility
(A). Authority and Responsibilities of the Board of Directors are:
1. To be directly responsible to the membership for all management, and business affairs of FP.
2. Establish and promulgate policy, directives, codes of conduct for the Board members, rules and regulations pertaining to FP, duties and responsibilities of committees and any document necessary for the effective operations of FP.
3. The Board shall hire and fix the compensation of any and all employees, which they in their discretion may determine to be necessary for the conduct of the business of the organization.
4. Serve as an investigative committee when necessary.
5. Each director shall have one vote and such voting may not be done by proxy.
(B). Authority and Responsibility of the President are:
1. Serve as Chairperson of the Board.
2. Preside over all Board and General meetings.
3. Be an ex-officio member of all committees.
4. Sign all contracts made and executed in FP's name.
5. Appoint Board members to an investigative committee when required, and chairpersons to other committees.
6. Appoint, with the Board's approval a member to a temporary position on the Board to fill a vacancy.
(C). Authority and Responsibility of the Vice President are:
1. In the absence or disability of the President, to have full authority to perform all the duties, and functions of the President.
2. To assist the President in the affairs of FP as required by the President.
3. Each Board members name, email address and BBR screen name will be recorded and maintained by the vice-president. In addition, a full member and associate listing of BBR screen names (or other appropriate name for associates) will be published on the foldinator website (www.foldinator.org and www.foldinator.net).
(D). Authority and Responsibility of the Treasurer are:
1. Collect all dues and fees and deposit same to FP account.
2. Keep accurate records for all receipts and disbursements.
3. Direct all financial reviews and audits.
4. Make quarterly financial reports.
5. Make all financial reports available to the membership upon request.
(E). Authority and Responsibility of the Secretary:
1. Keep minutes of all Board, general and special Board meetings.
2. Conduct all correspondence of FP under the direction of the President and the Board.
3. Make all notices provided by the bylaws.
(F). Authority and Responsibility of the At-Large members:
1. To assist the President in the affairs of FP as required by the President.
Section 5. Meetings
(A). Board meetings will be held as needed. The usual format will be for the President to post a closely moderated thread in DCSP on a single Board topic. This will allow for open dialog and record of Board discussion and voting on BBR.
(B). The annual member meeting of this organization shall be set by the Board of Directors.
(C). Notice of the annual meeting and of any special meeting shall be provided to any person at least 7 days prior to such meeting. Unless such notice is waived by the person entitled thereto.
Section 6. Quorum
A quorum of greater than 50% of the Board members is needed to hold an official board vote.
Section 7. Vacancies
Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
Section 8. Removal of Directors for Cause
(A). A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
(B). Impeachment proceedings against a Board member may be initiated by any member of FP via a post in the DCSP forum. Following a level of discussion in the DCSP forum deemed appropriate by the board to demonstrate the will of the membership, the President of the Board will decide whether to schedule a vote by FP membership to impeach; if the President is the target of the impeachment proceedings, the Vice President will make the decision to proceed. A vote for impeachment by FP membership by a 2/3 majority of the votes cast will be required to remove a Board member.
Section 9. Remuneration
The Board of Directors shall serve without compensation.
Section 10. Committees
The Board of Directors may create committees as needed and set the duration for such committees.
Article V. FISCAL YEAR
Fiscal year shall be from 1 January to 31 December.
Article VI. OPERATORS
Section 1. Operators for FP systems shall be decided annually by a vote of the membership.
Section 2. Operators may be nominated and run for any position on the Board.
Section 3. Operators must have the Foldinator system replacement cost covered by their home owners or renters insurance.
Section 4. The members, by a 2/3 majority vote may approve, the change/switch for a specified amount of time and what the power of the foldinator will be used for. In no event will the power of the foldinator system(s) be used for any team outside of BBR.
Section 5. In the event an Operator no longer desires to continue operation of a Foldy, is unable, or has been removed for cause by the board, all donated equipment received shall be returned to person designated by the President of the Board with shipping expenses paid by the Association funds. There is only one exception to this and that is anyone who has purchased the entire system and remains sole owner of said system. This exception requires a board vote of approval.
Article VII. DISSOLUTION
In the event that the FP members vote by 2/3 majority to dissolve this association the other Distributed Computing BBR teams will have first right to purchase the foldinator systems at a fair market price, with the monies gained being donated to a charity as voted upon. If no agreement to purchase is concluded the foldinator systems shall be donated to an agreed charity or group.
Article VIII. AMENDMENTS
These Bylaws may be amended when necessary by a 2/3 majority vote of the Board. Any proposed bylaw change(s) shall be submitted in writing to the Board.
Article IX. RULES OF ORDER
The latest edition of Roberts Rules of Order shall govern FP in all applicable cases provided they are not inconsistent with the adopted bylaws of FP.
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last modified: 2008-05-09 17:35:29 |
