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4. Foldinator Project
The Foldinator Project has been established to support the cause of Team Helix and to have some fun while we are at it. Foldinator Project runs multiple systems to put to work on Folding@Home, the Distributed Computing project of Stanford University.
These "systems" are made up of so-called "blades"... with each blade being one IA based personal computer. These systems are built, configured, administered and hosted by team members. The WUs (Work Units) these blades turn out are credited to Team Helix under this project's name.
The Foldinator Project is made up of volunteers who donate either money or computer parts for one of these systems.
The Foldinator Project Association is an organization that has been established to oversee the operation of the FP systems and the management of all donations. This association provides FP members a voice in the current operation and, of course, the future direction of the Foldinator Project.
ARTICLE I - NAME
The Foldinator Project (hereinafter referred to as "FP") shall be an association as defined by these articles. This name may be designated with the acronym "FP".
ARTICLE II - PURPOSE
The members of BroadBandReports.com Team Helix, desiring to form an association for the purpose of conducting within the United States and territories the operation of computer systems; the hardware, software and equipment purchased for or donated to the common processing of distributed computing for teams related to the forums of the BroadBandReports.com website (hereafter known as BBR).
ARTICLE III - OBJECTIVE
To provide computer processing cycles in support of distributed computing (DC) projects on behalf of BBR Team Helix interests.
ARTICLE IV - PRINCIPAL OFFICE LOCATION
The location of FP shall be located in New York City, state of New York as this is the home of BBR. The activities of FP may be conducted there or elsewhere.
ARTICLE V - MEMBERSHIP
Any person or business that makes a donation shall be a candidate for membership in the FP.
ARTICLE VI - AUTHORITY, AND RESPONSIBILITIES
• Section 1. The composition, terms of office, and manner of election of the Board of FP shall be established by a democratic vote of the membership of FP.
• Section 2. The Board shall be the governing body of FP and shall be responsible for the policies, rules and regulations, and programs of FP. The Board shall be responsible for the control of all funds and property administered by FP.
• Section 3. The Board may authorize the payment of compensation to the officers and staff of FP for their services as may from time to time be appropriate. In addition, the Board may authorize reimbursement of the officers and members of the Board and of all committees for traveling and other incidental expenses incurred in carrying on the work of FP.
ARTICLE VII - BOARD OF DIRECTORS
The Board shall consists of four or more elected officers.
ARTICLE VIII - MINUTES AND FINANCIAL RECORDS
FP shall keep minutes of the proceedings of its members, Board, and committees having authority under the Board and it shall also keep books and records of its financial transactions.
ARTICLE IX - RESTRICTIONS ON ACTIVITIES
No part of the income or assets administered by FP shall inure to any member or official of FP, or be distributable to any such person during the life of FP or upon its dissolution or final liquidation. Nothing in this section, however, shall be construed to prevent the payment of reasonable compensation to any such person as authorized in Section 3 of Article VI hereof. ARTICLE X - USE OF ASSETS ON DISSOLUTION OR LIQUIDATION
Upon final dissolution or liquidation of FP, and after discharge or satisfaction of all the outstanding obligations and liabilities for which it is responsible, the remaining assets in the hands of FP shall be distributed in a manner that is consistent with the purposes of FP. Except as provided in Article XI hereof, such distribution shall be determined by the Membership of FP.
ARTICLE XI - DISPOSITION OF ASSETS UPON INCORPORATION
Should FP be incorporated independently at a later date, all permanent assets under its control (whether by way of endowment or otherwise) shall be transferred to such new corporation, provided that such transfer is not inconsistent with Section 501(c) (3) of the Internal Revenue Code and comparable statutory tax- exemption provisions. The disposition of any funds or property that FP is then administering shall be determined by agreement between the Board and the membership of FP.
ARTICLE XII - AMENDMENTS
Any proposed amendment to these Articles of Association shall be considered by the Board of FP and, if two-thirds of the Board approve the same, it shall be submitted to the Membership of FP, by notice given to all members of FP not less than thirty (30) days in advance, for final action at their next stated meeting. Members who are unable to attend that meeting may send their votes on the proposed amendment to the Board of FP, and such votes shall be counted as if the members were present. If the proposed amendment is approved by a majority of the votes cast, it shall be declared adopted.
Articles of Association
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.
(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.
A member of the Foldinator Project Association is anyone who has donated a computer part or money to the project.
Some members have donated either CPU's, hard drives, memory, etc. Other members have made a financial donation. The size or amount of your donation to the project is not important... what is important is wanting to join in and have some fun with us.
You can donate personal computer components if there is a need for what you have. Foldinator Project members will help you decide if your component is really needed or what your financial donation could do for the project.
If you want to make a donation, there is a donation thread in the Distributed Computing Forum with a PayPal button in the first post or you can IM Sarah or one of the other Foldinator Project board members for more information on how to donate. You could make a financial donation by sending a check via 'snail mail'. Contact Sarah via IM to find out how to do that.
PC Doc 54 (fcapes)
jaynick and kzar313
Any FP association member is eligible to host a system. The hosts of FP systems are known as Operators. To become an Operator, you must be elected by the FP membership.
If you do become an Operator, you will have to donate your time to order, build, configure and administer the system. You will also be donating the physical space, internet access and electricity for the system you host.
We encourage anyone interested in hosting a system, or learning more about being an Operator, to post in the DC Projects forum.
Vice-President - mattmag
Secretary - ehansman
Treasurer - Sarah
1st At-Large Member - antbhill2
2nd At-Large Member - BadHat
3rd At-Large Member - alphapointe