Bylaws
1.1 Name of Corporation. The name of this Corporation is the IBM System Scientific Computing User Group. The name SCICOMP may also be used.
2.1 Principal Purposes. The principal purposes of the Corporation shall be to provide an open forum to promote the free interchange of information and ideas which are of mutual interest and value to scientific users of large-scale International Business Machines (IBM) computers, and to provide a formal communications channel between members of the Corporation and IBM. The Corporation shall be an international organization for the purposes of administration.
2.2 Achieving Purposes. To achieve these purposes the Corporation shall:
2.2.2 Publish, as appropriate, the results of its research and make such publications available to the public on a non-committal and a non-discriminatory basis.
2.2.3 Establish and continually improve standards for communicating computer science research results and programming information to interested members of the public.
2.3 Conducting Business. To achieve these purposes, the business of the Corporation shall be conducted as appropriate at meetings of the members (as specified in Article V of these Bylaws), by the Board of Directors (as specified in Article VI of these Bylaws) and when permitted, by mail ballot (as specified in Article V Section 5.9 of these Bylaws).
2.4 Not for Profit Corporation. The Corporation shall operate as a not for profit organization.
3.1 The Corporation. The IBM System Scientific Computing User Group, an incorporated group.
3.2 System. Any large-scale IBM computer system.
3.3 Installation. Any organization responsible for the management, operation, or majority of the utilization of one or more systems installed or on order.
3.4 Installation Delegate. A person professionally associated with an IBM system at an Installation.
3.5 Installation Participant. Any bona fide user of an Installation's services. These eligible participants include remote users of a Installation contingent upon approval of the Membership Committee.
3.6 Installation Representative. An Installation Delegate or Installation Participant.
3.7 Member. An Installation Representative that has been accepted for membership pursuant to Article IV.
3.8 SCICOMP Visitor. Any individual who is not a Member and who is invited to attend a specific function of the Corporation by a Member, Officer, or Board-of-Directors member and whose attendance at such function shall have the prior approval of the Board of Directors.
3.9 Mail. All modern mail systems, including, but not limited to international postal systems and electronic correspondence (i.e. E-mail).
4.1 Membership. There shall be one class of membership. Any Installation Representative is eligible to apply for membership.
4.2 Multiple Membership. More than one Membership may exist within the same organization.
4.3 Additional Classes of Members. The Members, by a majority vote, may create one or more additional classes of membership and affiliation and may prescribe the designations, voting rights, if any, powers and privileges for each such class.
4.4 Application for Membership. An Installation Representative desiring to become a Member shall submit a written membership application to the SCICOMP Secretary. The completed application shall provide such information as shall from time to time be prescribed by the Board of Directors.
4.5 Qualification as Member. The Membership Committee shall review each application for membership. If satisfied with the bona fides thereof, the membership chair shall notify the prospective Installation of the said admission. The Membership Committee shall consider all applications received more than four weeks prior to a General Meeting no later than at the next General Meeting. The application may be rejected if, in the judgment of the Membership Committee, the admission would be detrimental to the objectives of the Corporation.
4.6 Obligations of all Members. Each Member shall abide by the Bylaws and the rules and regulations of the Corporation as they may from time to time appear.
4.7 Grounds for Loss of Membership. A Member shall lose membership within thirty days after receiving written notice from the Secretary that one or more of the following shall have occurred (such notice to state the basis for revocation of membership):
4.7.2 The Member shall fail to pay the Membership dues in a timely fashion.
4.7.3 The Board shall have determined that the Member has failed to abide by the Bylaws or rules and regulations of the Corporation.
4.8 Appeal. Within ninety days of the receipt of notice sent pursuant to Section 4.7, the recipient Member may appeal in writing (addressed to the President) to the Board of Directors to have the notice set aside. The sole basis upon which such appeal may be made shall be:
4.8.2 A statement of extenuating circumstances.
4.9 Withdrawal. A Member may voluntarily withdraw from the Corporation at any time by giving written notification of the desire to so withdraw, directed to the Secretary. Such withdrawal shall become effective upon receipt thereof by the Secretary.
4.10 Rights of Members. The right to vote for the election of members of the Board of Directors and officers and to vote on all issues is conferred solely upon the Members. Only a Member shall be eligible to be a member of the Board of Directors or to hold elective or appointive office in the Corporation.
4.11 Fees. An annual fee payable by Members shall be determined by the Board of Directors. Registration fees shall be payable to cover the cost of meetings, such fees to have been approved by the Board of Directors.
5.1. General Meetings. The General Meeting of Members shall be held at
least twice in each calendar year and designated by the Board of
Directors and designated in the notice or waiver of notice of the
meeting.
Dates and locations for General and Special Meetings shall be decided
in the following ways:
(i) Meetings 5 through 7, spring and summer 2002 and spring 2003, shall be
held at dates and locations already determined by the Board of Directors:
meeting 5 shall be held May 6-10, 2002, in Daresbury, England; meeting 6 shall
be held August 19-23 2002, in Berkeley, CA, USA; and meeting 7 shall be held
in March 3-7, 2003, in Goettingen, Germany.
(ii) Subsequent meetings will be held at dates and locations to be decided by
votes of the membership at meetings held two years (four meetings) in advance;
in particular, the ninth meeting shall be voted on at the fifth meeting, the
tenth shall be voted on at the sixth, etc. This process has already determined
that the eighth meeting will be held August 5-9, 2003, in Minneapolix, MN, and
that the ninth meeting will be held in summer, 2004, in Austin, TX.
(iii) At Meeting 10 it was decided that staring in 2005, meetings will be held anually. Meeting 11 will be held at EPCC in Edinburgh, Scotland. Meeting 12 will be
held at NCAR in Boulder Colorado, USA.
Each year at a General Meeting selected by the Board of Directors, the Members
entitled to vote shall elect officers and directors as prescribed by Article
VIII. At any general meeting the Members may transact such business as may
properly come before the meeting.
5.2 Special Meetings. Special Meetings of the Members may be called at any time by the Board of Directors. Upon receipt of a petition (stating the purpose of the proposed meeting) signed by at least one third of the Members entitled to participate, the President shall call a Special Meeting.
5.3 Notices. Written Notice of General and Special Meetings of the Members of the Corporation shall be given by the President or the Secretary, and sent to each Member entitled to participate thereat, by mail or fax addressed to the Member at the address appearing on the records of the Corporation, not less than thirty days before the time designated for such meeting.
5.4 Waiver of Notice. Any meeting and any action otherwise properly taken thereat shall be valid if notice of the time, place and purposes of such meeting shall be waived in writing, before, at or after such meeting by all Members to whom notices should have been received but were not as provided in these Bylaws.
5.5 Quorum. The presence in person of not less than one-quarter of the Members entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Members. When a quorum is once present, it is not broken by the subsequent withdrawal of any Member. A majority of the Members at any meeting, including an adjourned meeting, whether or not a quorum if present, may adjourn such meeting to another time and place.
5.6 Organization. At every General Meeting of Members, the President, and in the absence of the President, the Program Chair, shall act as the Chair of the meeting. The Secretary shall act as Secretary of the meeting. In case none of the officers above designated to act as the Chair or the Secretary to the meeting respectively, shall be present, the Chair or Secretary of the meeting, as the case may be, shall be chosen by a majority of the votes cast at such meeting by the Members entitled to vote at the meeting.
5.7 Voting. The Members shall have the exclusive right to vote on all matters pertaining to the general affairs of the Corporation on which a vote of the Members is required or deemed by the Board of Directors to be desirable. Each Member in good standing and entitled to vote shall be entitled to one vote.
5.8 Action by Majority Vote. All questions submitted to the Members, except as otherwise provided by law or by the Bylaws, shall be decided by a majority of votes cast by Members entitled to vote who shall have voted thereon.
5.9 Procedures for Voting by Mail. Voting by mail shall be permitted for any item of business. All proposals to be acted upon by mail shall be proposed by at least four Members or proposed by action of the Board of Directors. Proposals shall be addressed to the Secretary. The Secretary shall thereupon cause proposals to be sent to all Members of the Corporation. All Members may, within sixty days, submit comments with respect to said proposals to the Secretary, who shall group or categorize such comments as shall be deemed appropriate, and cause representative commentary to be sent to all Members of the Corporation. The proposal shall be put to a vote by a mail ballot which shall be enclosed with the said commentary (if any). All mail ballots shall be cast and signed by the Member eligible to vote on the proposal and submitted to the Secretary within thirty days of mailing. If at least one half of the Members eligible to vote shall cast their vote, a quorum shall have been achieved. If a quorum is achieved and a simple majority of those eligible Members voting shall vote in favor of the proposal, it shall be approved.
5.10 Restrictions. No Member, SCICOMP Visitor or guest of the Corporation shall engage in employment recruiting or interviewing at any Meeting of Members. Meetings shall not be used for marketing or other commercial purposes.
6.1 Powers. The Board of Directors shall exercise all powers of the Corporation, except as otherwise expressly provided by law or by these Bylaws. The members of the Board of Directors shall act only as a board and the individual members shall have no power as such. Among such powers are:
6.1.2 Interpret and implement decisions of the Corporation Members and the Board of Directors.
6.1.3 Approve the Corporation budget and designate an independent certified public accounting firm to audit the Corporation financial records.
6.1.4 Establish all fees for the Corporation.
6.1.5 Approve the use of the Corporation name, in whole or in part, by individuals or other organizations.
6.2 Number. The number of directors of the Corporation shall not be less than seven. However, the number of directors beyond seven may be increased or decreased by the Members at any General Meeting. The Corporation's President, Secretary, and Treasurer shall automatically become directors when elected to their office. The IBM Liaison shall become a director upon selection. The retiring President shall automatically become a member of the Board of Directors upon the election of a successor as President and shall remain a Director-at-Large for one and a half years. If there is no Past President, the Board of Directors shall appoint a Director-at-Large to a one-and-a-half year term to complete the full number of members on the Board of Directors. The Program Chair shall automatically become a member of the Board of Directors upon selection. After the selection of the following Program Chair, the Past Program Chair shall remain on the Board of Directors until the newly selected Program Chair is replaced and becomes Past Program Chair. In the event of a single person holding multiple offices, additional directors shall be elected to bring their number to at least seven. Any eligible person may be reelected as a director one or more times.
6.2.1 Designated Director. By vote of the members at any General Meeting, the positions of one or more of the Directors, other than the officers and Past President, may be designated for special purposes. If no special designation is made, the director will be known as a Director-at-Large. Any previously established designation may be changed by vote of the Members at any General Meeting, however the change will not take effect until the end of the current term of the Designated director.
6.3 Term of Office. The tenure of the President, Secretary, Treasurer, and IBM Liaison will be for one and a half years. Any Directors-at-Large shall be elected for terms of one and a half years. The tenure of the Program Chair will be from the end of the previous meeting to the end of the meeting managed by the Program Chair. Afterwards, the Program Chair becomes the Past Program Chair until the end of the following meeting. Each Director shall continue in office for the terms noted above until the General Meeting at which the successor is elected and qualified. The term of office of any director may be terminated at any time, with or without cause, by an affirmative vote of two thirds of the votes cast by Members entitled to vote and who shall have voted thereon.
6.4 Qualification. To qualify as a director of the Corporation, each individual must have a bona fide professional association with a Member remaining for the entire term of office. To qualify as the IBM Liaison of the Corporation, an individual must have a bona fide professional association with IBM for the entire term of office.
6.5 First Meeting. Each duly constituted Board of Directors may hold its first meeting for the purpose of organization and the transaction of other business, if a quorum be present, without notice of such meeting, on the same day(s) at the same place the General Meeting of Members having elected said Board of Directors is held, and as soon as practicable after such General Meeting. Such first meeting may be held at any other time and place as specified in a notice as hereinafter provided in Section 6.7 of this Article for Special Meetings of the Board of Directors, or in a waiver of notice thereof.
6.6 Regular and Special Meetings. Regular meetings of the Board of Directors may be held at such places and times as may be fixed from time to time by resolution of the Board of Directors to conduct such business that may properly come before it; and unless otherwise required by resolution of the Board of Directors, notice of any such meeting need not be given. The President or the Secretary may call, and upon written request signed by any three directors, the Secretary shall call, Special Meetings of the Board of Directors. Meetings of the Board of Directors shall be held at the place designated in the notice or waiver of notice of such meeting.
6.7 Notice of Special Meetings. Notice of Special Meetings of the Board of Directors shall be in writing, signed by the President or the Secretary, and shall be sent to each director by mail or fax addressed to arrive at her or his last known address at least twenty days before the time designated for such meetings.
6.8 Waiver of Notice. Any meeting of directors and any action otherwise properly taken thereat shall be valid if notice of the time, place and purposes of such meeting shall be waived in writing (including fax) before, at, or after such meeting by all directors to whom timely notices were not sent as provided in these Bylaws.
6.9 Quorum. A majority of directors in office, personally present, shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a smaller number may adjourn any such meeting to a later date. At least one day's notice of such adjourned meeting shall be given in the manner provided in section 6.7 of this Article to each director who was not present at such meeting.
6.10 Action by Majority Vote. Except as otherwise expressly required by law or by these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
6.11 Filling Vacancies. Any vacancy in the Board of Directors, whether caused by death, resignation, disqualification, removal, increase in the number of Directors or otherwise, may be filled for the unexpired term by a majority vote of the remaining directors, or by the Members at a special meeting called for such purposes. The individual selected must meet the same qualifications as a nominee for a directorship.
6.12 Reports to the Membership. The actions of the directors at any meeting of the Board of Directors shall be reported to the Members within sixty days of that meeting.
6.13 Submission of Matter to Mail Vote of the Members. The Board of Directors may submit any matter to a mail vote of the Members, when required or deemed advisable or desirable by the Board of Directors. Any such mail vote shall be pursuant to Section 5.7, 5.8 and 5.9.
7.1 Officers. The officers of the Corporation shall be the President, Secretary, Treasurer, IBM Liaison, and Program Chair, each to have such duties or functions as are provided in these Bylaws or as the Board of Directors may from time to time determine. One person may not hold any two or more of the offices of President, Secretary, Treasurer, and IBM Liaison. One person may hold one office in addition to Program Chair.
7.2 Nominations and Elections. Nominations and elections shall be in accordance with Article VIII.
7.3 Terms and Qualifications. The term of office of the President, Secretary, Treasurer, and IBM Liaison shall be one and a half years. The term of office of the Program Chair is half a year. The terms commence with the election of each officer and end when the successor is elected and qualifies and may be terminated at any time, with or without cause, by an affirmative vote of two thirds of the votes cast by Members entitled to vote and who shall have voted thereon.
7.4 Resignations. Any Officer may resign at any time, orally or in writing, by notifying the Board of Directors or the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
7.5 Vacancies. A vacancy in any office caused by death, resignation, removal, disqualification or other cause may be filled in accordance with Section 6.11 for the unexpired portion of the term of the Board of Directors at any regular or special meeting.
7.6 The President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the affairs to the Corporation, subject, however, to the control of the Board of Directors. The President shall, if present, preside at all General Meetings, and at all meetings of the Board of Directors. In general, the President shall perform all the duties incident to the office of the chief executive officer of a corporation and such other duties as are provided for by these Bylaws and as from time to time may be assigned to the President by the Board of Directors.
7.7 The Secretary. The Secretary shall act as Secretary of all meetings of the Board of Directors, and of the Members of the Corporation, and shall keep the minutes thereof in the proper book or books to be provided for that purpose. The Secretary shall cause all notices required to be given by the Corporation to be duly given and served; shall have charge of the other books, records and papers of the Corporation; shall cause the report, statements and other documents required by law to be properly kept and filed; shall maintain a current list of Members and be responsible for membership applications; shall act as editor for correspondence received for publication and distribute this information to general membership at intervals not greater than six months; and shall, in general, perform all the duties incident to the office of Secretary and such other duties as may from time to time by assigned to the Secretary by the Board of Directors or by the President.
7.8 The Treasurer. The Treasurer shall collect, and keep account of all moneys received and expended for the use of the Corporation. The Treasurer shall deposit sums received by the Corporation in the name of the Corporation in such depositories as shall be approved by the Board of Directors; prepare appropriate financial reports for review by the Board of Directors; and be a member of the Finance Committee.
7.9 The Program Chair. A Program Chair may be chosen for each meeting of the Members of the Corporation, and shall act as the primary administrator of the local arrangements for the meeting. With the approval of the Board of Directors, the Program Chair shall designate the specific location and dates for the meeting, and shall suggest or arrange to provide the various local services required by the meeting attendees, such lodging, meals, and business services. The Program Chair will also assist the Board of Directories in selecting and managing the content of the meeting.
7.10 The IBM Liaison. The IBM Liaison will act as the official representative of IBM to the Corporation. The IBM Liaison will have the full responsibility and privileges of a Director and will be included in all official correspondence between the Corporation and IBM.
8.1 Nominations. The Board of Directors shall appoint the Chair of the Nominating Committee and the Chair shall appoint the remaining members. The Nominating Committee shall consist of at least five members. Any Member is eligible to serve. No member of the Nominating Committee may be a candidate for a Board of Directors position. The members of the Nominating Committee shall select candidates for each of the positions of officer or director to be filled at the next scheduled election. The Nominating Committee shall determine how many candidates it will nominate for each position. Current Corporation Officers are not eligible to serve on the Nominating Committee. The Nominating Committee shall cease to exist upon filing its report to the Members. Candidates for IBM Liaison will be chosen by IBM.
8.2 Report. On the first day of the designated General Meeting, the Nominating Committee shall report the names of candidates for each office scheduled to be filled by the election.
8.3 Nominating by Petition. Any eligible individual may be nominated for any office, except IBM Liaison, or as a director by a Petition signed on his or her behalf by not less than three Members. Nominating petitions and assurances from the candidates (as defined in Section 8.4 of this article) must be submitted to the Secretary no later than 6:00 P.M. (local time) on the day preceding the elections for office.
8.4 Qualification and Assurance of Candidates. At the time of nomination, each Candidate must be a Member. The Chair of the Nominating Committee shall require in writing from each candidate for office for the Board of Directors (whether such candidate has been named by the Nominating Committee or by Petition) a written statement by which the candidate offers assurances that, if elected, he or she will diligently fulfill the duties of the office or the position on the Board of Directors for which nominated during the term thereof. A candidate by petition must submit an assurance statement with the completed petition on his or her behalf. Assurance statements should be turned over to the Secretary prior to the election.
8.5 Withdrawal from Candidacy. Any duly nominated candidate may withdraw his or her name from nomination by submitting a written request to such effect to the Secretary at least one hour prior to the first ballot for such position at the general meeting of members.
8.6 Election Procedure. At the designated General Meeting, the Chair of the Nominating Committee shall announce the names of those persons who have been nominated for each office and for positions as directors, who have given the requisite written assurances of performance in the event of election, and who have not withdrawn. If a nominee for an office shall be unopposed, the President shall declare such individual elected. As to those persons who are opposed for office and for candidates for the Board of Directors, an election shall be held by written ballots. The Secretary shall cause ballots to be distributed to the Members represented at the general meeting at which elections are held.
8.7 Vote Required for Election to Office. When more than one candidate is nominated to each office (except for the Directors-at-Large), the winning candidate must receive a majority of the votes cast (for that office) in order to be elected to that office. In the event that no candidate receives a majority, the two candidates receiving the greatest plurality will remain in nomination for that office, and a runoff election (following the applicable rules of Election procedures, Section 8.6 of this Article) will be held for all offices in which majorities were not obtained. Ties will be broken by a runoff election.
When vacancies for the Directors-at-Large are to be filled by election and there are more candidates than vacancies, the following procedure will be used. The candidates will be ranked according to the number of votes received, most to least. The first candidate on the list will fill one directorship-at-large, the next candidate, the next directorship-at-large, etc., until all directorships-at-large are filled unless the last candidate to fill a directorship-at-large is tied with the next candidate on the ordered list; in which case, these two candidates will be entered in a runoff election, and the candidate receiving a majority of the votes cast will fill that directorship-at-large.
8.8 Voting Formula. Each Member has the right to cast one vote for each position to be filled.
8.9 Extension of Term of Office. In the event that a successor for an officer or director-at-large whose term has otherwise expired is not elected at the designated General Meeting, the present holder of the office or directorship shall continue in office until a successor is qualified and takes office.
9.1 Committees. The Board of Directors may from time to time create or terminate standing and ad hoc committees and may determine the names of such committees and the qualification of the members of such committees; and, to the extent permitted by law, may delegate the powers and duties of the Board of Directors to such other committees, and, to such extent, may otherwise determine such powers and duties. The Board of Directors may elect the members of such committees or may authorize the President and/or any other officer or officers to select the members of any such committee.
10.1 Scholarly and Scientific Endeavor. Persons affiliated with Members may refer to and accept material from communications among the Corporation's Members, publishing scholarly articles or giving educational courses or conducting scientific experiments. This section shall be construed liberally for the purposes of advancing scientific research, education and scholarship in the public interest, but shall be construed restrictively to avoid commercialism, journalism, editorializing and notoriety.
10.2 Persons in Computer Field. The President shall, at the request of any individual engaged in the computer field (other than in the news or communication media related thereto) and having a legitimate interest in information disseminated by the Corporation, make available to any such individual at cost (within reasonable bounds as to quantity of material furnished), matter formally disseminated to members.
10.3 Information Referral. It is the policy of the Corporation to disseminate information and data freely to those having a legitimate interest therein pursuant to Section 10.1 and 10.2 hereof. In furtherance of this policy, all members shall refer all inquiries or requests with respect to publications and data of the Corporation to the Corporation, and such inquiries and requests will be acted upon by the Corporation in accordance with Sections 10.1 and 10.2.
11.1 Execution of Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances.
11.2 Checks, Drafts, etc. All checks, drafts and other orders for payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation by two officers one of whom to be the Treasurer or, if unavailable, the President.
11.3 Deposits. The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
12.1 Books and Records. There shall be kept at the principal place of employment of the Treasurer correct books of account of all the business and transactions of the Corporation.
12.2 Other Books and Records. All books and records not covered by Section 12.1 shall be kept in the custody of the Secretary.
14.1 Parliamentary Authority. Robert's Rules of Order, Revised shall prevail, except that where they conflict with these Bylaws, the Bylaws shall govern.
15.1 Proposals. Proposed amendments may be directed to or initiated by the Board of Directors. Written notice of the proposed change, the originator, and the recommendation of the Board of Directors, if applicable, will be sent to each Member by mail at the address appearing on the records of the Corporation, not less than thirty days before the time designated for a General Meeting of the Members.
15.2 Voting Procedure. These Bylaws, or any one or more of the provisions thereof, may, at any duly constituted General Meeting of the Members, be amended by changing, altering, suspending, supplementing or repealing the same, by an affirmative vote of two thirds of the votes cast by Members entitled to vote and who shall have voted thereon at such meeting, but only in accordance with a proposed amendment duly published and mailed according to the provisions of Section 15.1 of this Article.
16.1 Any other provisions of these Bylaws to the contrary notwithstanding, any action required or permitted to be taken at any meeting or the Board of Directors or of any committee may be taken without a meeting, if, prior to such action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board of Directors.
17.1 Procedure. Dissolution of the Corporation is proposed and approved in the same manner as an Amendment of the Bylaws.
17.2 Liabilities. All liabilities and obligations of the Corporation shall be paid, satisfied and discharged, or adequate provisions shall be made therefore.
17.3 Remaining Assets. Remaining assets shall be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies or other organizations engaged in charitable, religious, eleemosynary, benevolent, educational or similar activities, but in no case, shall any part of the assets be distributed to members of the Corporation.