BY-LAWS OF DISTRIBUTED COMPUTING TECHNOLOGIES INC
AS ADOPTED JUNE 8, 1998
ARTICLE I - NAME AND OFFICE
The name of the nonprofit corporation is Distributed Computing Technologies, Inc. (hereinafter referred to as the "Corporation"). The principal office of the Corporation shall be 125 C 25th Ave NW, Birmingham, AL 35215. The Corporation may have such other offices within or without the State of Alabama, as the Board of Directors may determine from time to time.
ARTICLE II - PURPOSES
The Corporation exists for the research and implementation of technologies which allow multiple computers too coordinate their activities towards a common goal. The ideal is to use thousands of consumer-grade home computers to perform calculations that could previously only be performed by multi-million-dollar mainframe and minicomputer installations. The Corporation endeavors to provide toward to common good by both developing and releasing into the public domain the software tools necessary to use this technology and also by directing a massive coalition of volunteer computers using this technology towards scientific computational tasks and research deemed important or valuable to humanity with the results of that research then published into the public domain.
ARTICLE III - MEMBERS
The Corporation shall have no members.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Powers and Number
The Board of Directors shall have general power to control and manage the affairs and property of the Corporation in accordance with the purposes and limitations set forth in the Articles of Incorporation. The number of directors constituting the entire Board after the first annual meeting of the Board of Directors shall be eight (8). The number of directors with voting power shall not be less than six (6) nor more than twelve (12) persons who shall be elected as hereinafter provided. A current list of Directors shall be maintained as Schedule I herein.
Section 2. Election and Term of Office
The initial directors shall be the persons named in the Articles of Incorporation. Upon adoption of these by-laws the Board shall consist of two (2) titled Directors and six (6) non-titled directors elected by the intital board of directors. The titled directors shall be the President and the Controller of the Corporation and they shall serve as ex-officio voting members of the Board by virtue of their respective positions.
Non-titled directors shall be elected for an inital term until the first annual meeting and for two (2) year terms thereafter. Elected directors can serve successive terms and shall hold office until their sucessor has been elected.
All directors have voting rights.
Section 3. Removal
Any director may be removed at any time, with or without cause, by a vote of a two-thirds (2/3) majority of the entire Board.
Section 4. Resignation
Any director may resign from office at any time by delivering a resignation in writing to the President, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
Section 5. Vacancies
Any vacancies on the Board of Directors arising at any time and from any cause shall be filled by the Board of Directors in a manner consistent with Section 2 hereof. Any Director so elected shall hold office until the next annual meeting of the Board of Directors and the election and qualification of his or her successor.
Section 6. Place, Time, and Mode of Meetings.
The board shall hold an annual meeting on the second Saturday of June. A special meeting may be called at any time by the President or other officer or by written demand of any director upon written demand of one-third (1/3) of the entire Board at any time and place specified by them. The members of the Board may participate in any meeting of such Board by means of a conference telephone, Internet Relay Chat (IRC), or similar communications equipment by means of which all persons participating in the meeting can communicate with one another at the same time and participation by such means shall constitute presence in person at a meeting.
Section 7. Notice of Meetings
Notice of the time and place of each regular, special, or annual meeting of the Board, and, to the extent possible, a written agenda stating all matters upon which action is proposed to be taken, shall be mailed (electronic or postal) to each director, postage prepaid (if applicable), address to him or her at his or her residence or usual place of business (or at such other address as he or she may have designated in written request filed with the Secretary), at least eight (8) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to him or her at such address by telephone, no less than forty-eight (48) hours before the time at which such meeting is to be held. Notice of a meeting need not be given any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
Section 8. Quorum and Voting
At all meetings of the Board of Directors, a majority of the entire Board shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these By-Laws, the vote of a two-thirds (2/3) majority of the directors present at the time of the vote shall be the act of the Board.
Section 9. Action by the Board
Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action and the written consents shall be filed with the minutes of the proceedings of the Board or committee.
Section 11. Compensation
No director of the Corporation shall receive any compensation, remuneration, or other emolument for services rendered as a director or officer of the corporation other than reimbursement of actual expenses incurred on the discharge of duties as such; and no loans shall be made by the Corporation to any of its directors or officers.
Section 12. Legal Proceedings
The Board of Directors may institute and defend any and all suits or legal proceedings in any court relating to the Corporation, employ counsel and compromise or submit to arbitration all matters of dispute in which the Corporation may be involved, as the Board of Directors may deem necessary and proper. ARTICLE V - OFFICERS AND AGENTS
Section 1. Officers
The officers of the Corporation shall be a President, a Controller, and one or more Vice Presidents, as the Board of Directors may from time to time designate and elect. The President and the Controller shall be members of the Board of Directors. The other officers may, but need not, be members of the Board of Directors.
Section 2. Election, Term of Office, and Removal
The officers of the Corporation shall be elected for a two (2) year term at the annual meeting of the Board of Directors and each shall continue in office until his or her death, resignation, or removal.
Section 3. Other Agents and Employees
The Board of Directors may from time to time appoint such agents and employees as it shall deem necessary, each of whom shall hold office during the pleasure of the Board of Directors, and shall have such authority, perform such duties and receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.
Section 4. Vacancies
Any vacancy in any office may be filled by the Board of Directors. Any officer so elected shall hold office until the next annual meeting of the Board of Directors and the election and qualification of his or her successor.
Section 5. President: Powers and Duties
The President shall preside at all meetings of the Board of Directors and shall generally supervise the affairs of the Corporation. He or she shall have the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Corporation all contracts authorized either generally or specifically by the Board of Directors. The President shall also have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. In the absence or inability of the President to act, the Controller shall perform all the duties and may exercise any of the powers of the President.
Section 6. Controller: Powers and Duties
The Controller may preside at meetings of the Board of Directors in the absence of the President. He or she shall keep the Board of Directors fully informed. He or she shall be responsible for maintaining the finances of the Corporation and shall receive and disburse all funds as directed by the Board. The Controller shall keep the minutes of all meetings of the Board. He or she shall serve or cause to be served all notices of the Corporation. He or she shall have the power to sign alone, unless the Board of Directors shall specifically require an additional signature, in the name of the Corporation all contracts authorized either generally or specifically by the Board of Directors. The Controller shall also have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. In the absence or inability of the Controller to act, a member of the Board selected by the Board shall perform all the duties and may exercise any of the powers of the Controller.
Section 7. Vice President. Powers and Duties
The Vice President shall have such powers and such duties as the Board of Directors may, from time to time,
Section 8. Bonding
The Board of Directors may require any of the officers, custodians or agents to give bond to the Corporation, with sufficient surety or sureties, contingent upon the satisfactory performance of the duties of their respective positions and to comply with such other conditions as from time to time be required by the Board of Directors.
ARTICLE VI - BOARD OF ADVISORS
Section 1. Powers
The Board of Directors may appoint from time to time any number of persons as advisors of the Corporation to act either singularly or as a committee or committees. Each advisor shall hold office during the pleasure of the Board of Directors, and shall have only the authority or obligations as the Board of Directors may from time to time determine. Investment managers, accountants, attorneys and plan administrators are not "advisors" pursuant to this article.
Section 2. No Compensation
No advisor of the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation except that the Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of the activities for the benefit of the Corporation.
ARTICLE VII - CONTRACTS, CHECKS, BANK ACCOUNTS, AND INVESTMENTS
Section 1. Checks, Notes, and Contracts
The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The President and the Controller shall be authorized from time to time on the Corporations behalf to sign checks, drafts or other orders for the payment of money, acceptance, notes or other evidences of indebtedness to enter into contracts or to execute and deliver other documents and instruments.
Section 2. Investments
The Board of Directors is authorized to retain, invest, or reinvest the funds of the Corporation in such property, real, personal or otherwise, including but not limited to stocks of any class, shares of mutual funds, bonds and debentures, real estate, investment trusts, or shares of interests in common trust funds, as the Board of Directors may deem desirable. The Board of Directors is authorized to hire one or more individuals, stock brokerage firms, associations or corporations acting as broker, investment advisor or otherwise ("the Investment Advisors)", to invest or reinvest the funds of the Corporation, and to hire accountants and attorneys to conduct other matters as the Board of Directors may deem desirable. Notwithstanding the foregoing, the Board of Directors shall not authorize (I) any loan made by the Corporation to the directors and officers of the Corporation or (ii) any other acts which violate the self-dealing provisions of Section 4941 of the Internal Revenue Code of 1986, as amended.
Section 3. Gifts
The Board of Directors, in its discretion, may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation.
ARTICLE VIII - BOOKS AND RECORDS
Section 1. Books and Records
There shall be kept at the office of the Corporation correct books and records of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the Articles of Incorporation, a copy of these By-Laws, and all minutes of meetings of the Board of Directors.
Section 2. Public Accessibility
The Books and Records of the Corporation, as defined in Article IIX, Section 1 herein shall be made available to any person, persons, or organization upon request.
ARTICLE IX - FISCAL YEAR
The fiscal year of the Corporation shall commence on January 1 and end on December 31 of each year.
ARTICLE X - INDEMNIFICATION
The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a director, officer, employee or agent of the Corporation, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorney's fees.
ARTICLE XI - SECURITY AND VERIFICATION
Any communication, correspondence, or notice as specified in these By-Laws as taking place "in writing" may, at the originator's option, take place in PGP digitally-signed format and accorded the same status and binding as a physically-signed paper-based communication.
ARTICLE XII - AMENDMENTS
These By-Laws may be amended at any meeting of the Board of Directors by a vote of a two-thirds (2/3) majority of the entire Board of Directors except that any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business must be authorized by a vote of two-thirds (2/3) of the entire Board including support from either the President or Controller.
Adopted June 8, 1998.
Please note that only the original English version of this document has a legal value. The subsequent translations of this document in languages other than English do not constitute legal documents of any kind and are merely designed to provide non English speaking users with some insight on the legal foundations upon which DCTI rests.