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Modified: Friday 7 March, 1997 14:20:00 EDT
Modified: Saturday 3 December, 2005 15:10:00 ET
“Be it resolved that the revised HEC By-Laws (sections 1-3.6) be approved and adopted with a minimum 2/3 majority by the Executive Council and that the revised HEC By-Laws replace any previous version. Upon a 2/3 majority vote the revised HEC By-Laws become the rules that guide and define the character and the operation of the HEC (www.greece.org). All previous versions of the revised HEC By-Laws are immediately null and void. Within 72 hours of the vote, the revised HEC By-Laws will replace the previous version on the HEC domain including the links for the registration pages and the “By-Laws” page. The revised HEC By-Laws will be communicated to the government bodies regulating corporations of the State of Delaware.”
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HELLENIC ELECTRONIC CENTER (HEC), Inc. 815 Naudain Ave, Claymont, DE, 19703, U.S.A. Telephone Number 302 798 2549, FAX: 212 599 2510
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Directors: Thanos Voudouris, Evangelos Rigos, Anna Lawless
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BY-LAWS Article 1 NAME OF ORGANIZATION
Hellenic Electronic Center (HEC), Inc., hereinafter called the Center.
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Article 2 PURPOSE AND SCOPE
Section 1: PURPOSE. The purpose of the Center is to organize, house and distribute historically, and academically, accurate information regarding all aspects of the Hellenic (Greek) civilization, past and modern, worldwide, through electronic communications networks; particularly, through the Internet. From a purely logistical and technical component, the Center's purpose expands to provide an Internet home and services, free of charge, to other non-profit organizations and participates in facilitating the projects that its members, subsequent to the approval of the HEC Executive Council, deem appropriate to the Center's aims and objectives. The Center has, therefore, established computer servers under the domain name www.greece.org .
Section 2: This document introduces the Hellenic Electronic Center commonly known by the acronym HEC by defining HEC's mission and objectives and by listing HEC's accomplishments to this date. In addition, this document will also include the HEC By-Laws that determine exactly how HEC is to operate.
Section 3: ORGANIZATION STATUS. The Center is a non-profit, non-political organization, without any preference, or affiliation, for any given politically-aligned ideology (i.e., non-partisan). The majority (2/3) of the HEC Executive Council are to determine whether a proposed project violates the non-profit and non-political status of the incorporated entity. Funding of the Center is described in these By-Laws.
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Article 3 MEMBERSHIP
Members participate as volunteers and agree to require no payment for contributed labor, services or overhead by the Center. Members have the rights of voting and holding office subject to the qualifications and limitations of the present By-Laws and their amendments, and the Center's regulations.
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Article 4 MEETING OF MEMBERS
The nature of the Internet and modern communications media allow the members to communicate, vote, manage, and work on all aspects of the Center's operations from anywhere in the United States of America or abroad. Meetings will be conducted via the Internet. Annual and occasional meetings at a single physical location are also possible, but not obligatory, and subject to the decisions of the Governing Body, to be defined in these By-Laws.
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Article 5 ORGANIZATION OF THE CENTER
Section 1: GOVERNING BODY. The management of the Center's property and affairs is vested in the Director or Directors, hereinafter also called Directors, and in the Members of the Executive Council, hereinafter also called the Council. The number of Directors shall be no more than three. The number of Executive Council Members shall be twelve, which includes the three Directors, with the exception of the first year, or until the appropriate number is reached. The Directors are also Members of the Council and preside over the Council.
Section 2: MEMBERS. Volunteers shall provide their labor and expertise to carry out the various tasks in the Center, including the governing tasks. The Members elect the Executive Council and Director or Directors by vote.
Article 5.1
HEC ADMINISTRATION
Section 1: ORGANISATION. There are three distinct groups that constitute the Center.
Directors & Executive Council (EC) Accepted members who maintain their good standing as required by the Center and who are volunteers. This group has the right to vote during HEC EC elections. Associate HEC members that are essentially associations and organizations. Associate Members and their representatives do not have voting rights during the HEC EC elections. (To be expanded later) Section 2: DIRECTORS AND EXECUTIVE COUNCIL (EC). The Directors are responsible for managing the Center according to the plans decided upon by the Executive Council. The Members of the Executive Council are responsible for enacting and enforcing the Center's By-Laws.
Section 3: STRUCTUIRE OF THE EXECUTIVE COUNCIL. The Members of the Council are responsible for enacting and enforcing the Center's By-Laws .
The Members have the right to participate in elections to reconstitute the Executive Council so long as they meet the criteria defined in the section entitled " Eligibility of members for Office ".
The Reconstitution of the Directors will remain the unique authority of a newly-reconstituted HEC Executive Council immediately following an election for the new HEC Executive Council.
The newly-reconstituted HEC Executive Council can retain the current Directors, or nominate new Directors, from the pool of Members eligible to vote as described in Section B: " Eligibility of Members for Office ".
Retention, or reconstitution, of the Directors is contingent upon 2/3 majority of the newly-elected HEC Executive Council.
Article 5.2
ELECTIONS - PROCEDURES
Section 1. The Executive Council will call for elections every two years and will submit to all HEC Members the list of criteria required to act as a candidate for office and/or to nominate a candidate for office. The Executive Council shall then call for nominations for an Elections Committee whose constituents will meet all the criteria listed below in article 2.3.6 below. The Elections Committee will establish the procedure for elections and these procedures will be enforceable once approved by 2/3 of the Elections Committee.
Section 2. INTENT OF ELECTIONS
The Center Regulations must be consulted for any updates regarding election procedure prior to any elections for Director and EC Members. Elections for a Director and members of the Executive Council takes place once every calendar year. During the Center's annual elections:
One new Director is elected for three years, and Three Executive Council members are elected for three years The Center’s intent is to have three Directors and nine Executive Council members; that is, a total of nine voting Executive Council members. Prior to the elections, one senior Director and three senior Council members resign. This is to create a staggered pattern of terms of three years of service. In other words, at any given time, there are three junior EC members and one junior Director.
Section 3. ELECTION FOR THE POSITION OF DIRECTOR One Director is elected during the Center's annual elections as follows: One senior Director resigns, and the Full HEC Members, whose eligibility is defined below, elect the new Director for a term of three years. The word senior applies to the person who has completed a full term of office as specified in these HEC By-Laws. Directors hold office for three calendar years from the day they are elected. If a Director's post is vacated between elections, the Executive Council can call for elections within ninety days of this vacancy to fill the position for the remainder of the term only.
Section 4. ELECTIONS FOR EXECUTIVE COUNCIL Three Executive Council members, other than a Director, are elected by the HEC Members during the Center's annual elections. Three senior Executive Council members resign and three members are elected. The term of office is three years.
Article 5.3
QUALIFICATIONS REQUIRED FOR DIRECTOR AND AN EC MEMBER
Any Full HEC Member who qualifies for an elected position may seek office three months prior to the election-day. Such Full HEC Members could campaign via email, provide their qualifications, and seek nomination. Nominations will be closed one month prior to election-day. There is no limit as to how many people may run for office. A Full HEC Member qualifies for the position of Director or Executive Council with one year of proven service to the Center.
Article 5.4
PROCEDURES TO ELECT AN EC MEMBER
Section 1. The Center’s Human Resources Administrator is required to compile the list of HEC Members who are eligible to vote at least 60 days prior to election-day. The intention is to ensure that all proposed voting HEC Members have the appropriate qualification to vote as per the “ Full HEC Member ” definition of article 2.2.3.1. One month prior to election-day the Election Committee will post the official list of voting HEC Members.
Section 2. Two months prior to the annual elections, the Center’s Human Resources Administrator presents to the EC the list of Full HEC Members who are eligible to vote, to nominate and to be elected. This list is culled from the entire list of volunteer participants from one of the many HEC Projects. Eligibility to vote, nominate and be elected is contingent upon:
Section 3. One complete calendar year as an accepted Full HEC Member
Section 4. Proof that the Full HEC Member has fulfilled both the demands of the Project for which they have volunteered and the requirements of Full HEC Membership as described earlier. (Refer to the section on Members.) The EC has 30 days to validate and ratify the list which it will then deliver to the Elections Committee.
Article 5.5
THE ELECTIONS COMMITTEE
Section 1. The Elections Committee shall consist of Full HEC Members as described in article 2.2.3.1 and may range between 5-7 Full Members, nominated by the Executive Council and binding by a 2/3 majority vote. The Elections Committee Members are not permitted to run for office as candidates during the current elections. The purpose of the Elections Committee is to ensure that the elections are fair, democratic and obey the Center’s By-Laws and Center Regulations. The Elections Committee provides assistance and guidance during the entire period of HEC elections beginning with the nominations, the candidates' campaigns, the actual elections and, finally, the approval and posting of the end outcome of the elections. The Elections Committee is established 60 days prior to election-day and is dissolved after the results are posted and all contestations have been resolved. The members of this committee elect their Chairman who presides over the committee.
Article 5.6
ELECTIONS COMMITTEE-PROCEDURAL
Section 1. One month prior to elections the Elections Committee is obligated to :
• Identify and post a list of candidates who are running for office
• Post the official list of eligible voting Full HEC Members, as defined in article 2.3.5.2 of the present By-Laws.
• Declare the elections time-window (72 hours) for voting
Section 2. VOTING PROCEDURES: TECHNICAL
At present time, voting is conducted via the Internet as described in the next sub-section.
Section 3. INTERNET VOTING
The only possible method to vote is via Internet, due to the nature of the Center’s member distribution that resides all over the world and in different time zones. For Internet elections there are four choices:
• Listserver e-mail
• e-mail with certificate
• Form and Script via the Center’s website
• Outsource to an Internet Voting vendor In addition, digital signature technology could be employed. Digital signature is a cryptographic alternative to traditional signature that identifies a document's origin and verifies that it hasn't been altered while being transmitted
Section 4. Listserv e-mail
As of the present time, the use of a “list” on listserv is the most feasible way to conduct the elections. This method is private, but not as secure as it could be. Each voter would have to confirm their own vote (like moderation). The vote and the confirmation would each show at least the person's email address and their ISP’s mail-server IP. Each voter will be required to submit the ballot email from the email address that has been registered to vote.
Section 5. E-mail with Certificate
Regular e-mail could be employed with the utilization of digital certificates. A certificate could be issued to each voter and the validity of the vote can then be tracked. This method has not been explored at this time.
Section 6. Form & Script
Use of a web page with a form and script could be the best, easiest, efficient, and most secure way to conduct the voting. A script needs to be installed in the Center’s web-server to provide the service with a combination of unique passwords. This method will require testing if it is to be utilized by the Elections Committee.
Section 7. Outsource Voting
This method is the most secure, and most safe in protecting the voter’s decision. However, there is a cost associated with this choice that has not been explored at present time. Subsequent elections may further look into this option.
Section 8. The Elections Committee will make the final choice in the procedure and its decisions will be final and binding.
Section 9. The Elections Committee is accountable for the voting results. Candidates may be subscribed to the List counting the voting result, if they so wish. In addition, after the elections, the Elections Committee will determine the validity of the elections and of the elected members based on the Quorum qualifications. (See the section on Validation of Elections Results.)
Section 10. VALIDATION OF ELECTIONS RESULTS
The three candidates who gather a simple majority vote, with the highest numbers, will become EC Members. The one candidate with the highest number of votes and, who has collected at least 30% of the total vote, will become a Director.
Section 11. TIE FOR HEC EC MEMBER
The Elections Committee in consultation with the newly elected Executive Council, other than the candidates who are tied, will ....
Section 12. TIE FOR DIRECTOR
The Elections Committee in consultation with the newly elected Executive Council, other than the candidates who are tied, will ....
Section 13. PROXY VOTES AND OTHER
Proxy votes are not accepted.
Associate HEC Members, Associate Organizations and/or their representatives, do not have the right to vote.
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Article 6 DIRECTORS
Section 1: ELIGIBILITY. Members can nominate themselves or another Member for the Director's post. At least one year of proven service to the Center is required before a member becomes eligible for a nomination to a post in the Governing Body. At least thirty percent of the total vote is required for a Member to become a Director.
Section 2: SCOPE OF DUTIES. The Directors shall be responsible for managing the Center according to the plans decided upon by the Executive Council. They must report to the Council periodically. The Directors must comply to Council requests for an examination of the Directors' conduct or performance. The Directors prepare and submit an annual budget to the Council for approval, and represent the Center in all legal matters. The Directors bear a fiduciary duty before the Center, and must put forth a reasonable effort to carry out the Center's operation.
Section 3: SCOPE OF AUTHORITY. Directors can assign committees of Members of any rank to tasks. The Directors shall have veto power over decisions of the Council. Two thirds of the actual vote of the Council will be required to override the Directors' veto.
Section 4: ELECTION. See also Article 12: Elections. One Director will be elected during the Center's annual elections as follows: One senior Director resigns and the Members elect a Director for three years. The word senior means a person who has completed a full term of office as specified in these By-Laws.
Section 5: TERM OF OFFICE. Directors will hold office for three calendar years from the day they are elected. If a Director's post is vacated between elections, the Council can call for elections within ninety days to fill the post for the remainder of the term only .
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Article 7 EXECUTIVE COUNCIL
Section 1: ELIGIBILITY. Any Member can nominate itself or another Member for a seat in the Executive Council. At least one year of proven service to the Center is required before a member becomes eligible for a nomination to a post in the Governing Body, with the exception of the first two years of the Center's operations, when only a six month membership is required.
Section 2: SCOPE OF DUTIES. The Members of the Council shall be responsible for enacting and enforcing the By-Laws of the Center. The Members of the Council will be responsible for ensuring that the Directors as well as the Council Members perform their duties according to the letter and the spirit of the By-Laws. The Council shall be responsible for writing the annual plans of the Center and for approving an annual budget. The Council appoints the Secretary and the Treasury Committee, to be defined in these Bylaws. The Council bears a fiduciary duty before the Center and must put forth a reasonable effort to carry out the Center's operation. Members of the Council shall comply with any results of the vote of the Council or the Members and shall provide their labor to assist in the normal operation of the Center. Chronic non compliance with the Council's decisions or the letter and spirit of the Center's bylaws is grounds for termination a Council Member's assignment and membership.
Section 3: SCOPE OF AUTHORITY. The Council can bring up any issue for vote by the Council. It has the right to call the Directors into an examination of their conduct and performance on major administrative issues, including the handling of the Center's finances.
Section 4: ELECTION. See also Article 12: Elections. Three members of the Executive Council (other than a Director) shall be elected by the Members during the Center's annual elections. Three senior Executive Council members resign and three members are elected for three years.
Section 5: TERM OF OFFICE. The term of office is three years unless the member was elected during the first year, in which case the member's term can be one, two or three years. See Article 12: Elections.
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Article 8 MEMBERS
Section 1: ELIGIBILITY. Anyone can apply to the Center in order to become a Member. The applicant must demonstrate dedication to and support of the advancement of the Hellenic civilization, and must provide evidence of service consistent with the purpose of the Center as specified in Article II of these By-Laws.
Section 2: NOTIFICATION. Notification of acceptance or rejection will take place after the Executive Council, or a designated committee to the evaluation of new applications, votes on the applicant's request.
Section 3: SCOPE OF DUTIES. Members are expected to volunteer their services and expertise to the Center to the best of their ability and without payment for labor, overhead or other voluntary expenses associated with membership. Assignment of tasks shall be made with mutual agreement between the Member and the Directors or other designated official of the Center. Regardless of a Member's rank in the Center (e.g., Council Member, Director, etc.) a Member is expected to provide a reasonable amount of labor to ensure the normal operation of the Center, and to comply with the decisions of the Executive Council and the Directors. Chronic non compliance with the Director's, or the Council's decisions or the letter and the spirit of the By-Laws, can lead to the expulsion of the Member from the Center regardless of rank.
Section 4: SCOPE OF AUTHORITY. The Members shall vote to elect the members of the Executive Council and the Directors. Members can hold office in the Governing Body of the Center and can nominate themselves for such office in accordance to these By-Laws and the regulations of the Center. A Member can submit a proposal for voting by the Executive Council on any issue. A Member can submit a proposal to the Directors regarding the Center's day-to-day operations. A Member cannot represent the Center without the explicit consent of the Directors, and cannot publish in any form material belonging to the Center without the explicit consent of the Directors.
Section 5: TERM OF MEMBERSHIP. Membership to the Center has no term limits, unless a Member is expelled from the Center or resigns.
Section 6. MEMBERS: DEFINITION, RIGHTS AND OBLIGATIONS
FULL MEMBERS
All persons may apply to the Center (HEC) by forwarding a current Curriculum Vitae electronically, in order to become a HEC Member. A HEC Member is defined as any individual, irrespective of sex, age, race, color or creed whose application for HEC Membership has been approved by the the majority (50% +1) of the Executive Council. Notification of acceptance, or rejection, will take place after the Executive Council, or a committee designated by the EC, votes on the applicant's request. HEC Members are volunteers who dedicate their technical skills in designing and maintaining the HEC web site and services, or their administrative skills for the competent organization of the Communications, Financial, Human Resources, Legal, Marketing and Public Relations Departments. The HEC Executive Council coordinates the efforts of all HEC Member volunteers. All HEC Members are expected to collaborate with the HEC Executive Council in maintaining the HEC web-site that supports the advancement of Hellenism in relation to the world community. This entails a vigilant watch over Hellenic tenets, the history of Hellenic civilization, the Hellenic peoples and Hellas' current affairs. Therefore, upon examining an applicant's C. V. for HEC Membership, the HEC Executive Council will be considering the following
A willful participation in one, or more, Projects hosted by HEC (www.greece.org/projects). Substantial evidence of previous experience with respect to the subject matter of the Project(s) the applicant for HEC membership wishes to participate in. A statement by the applicant for HEC Membership that the HEC By-Laws in this Guide have been read and will be respected
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Article 9 SECRETARY
Section 1: APPOINTMENT. The Executive Council shall appoint a Member to the post of Secretary. The Secretary shall report to the Director.
Section 2: DUTIES. The Secretary shall maintain the official records and books of the Center and conduct official correspondence. The Secretary will take notes and save all files of major meetings of the Directors and the Executive Council.
Section 3: TERM. The Secretary's term will be for two calendar years, unless the Executive Council approves the Secretary's re-election to the post.
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Article 10 TREASURER COMMITTEE
Section 1: APPOINTMENT. The Executive Council appoints a committee to the post of Treasurer Committee. This committee reports to the Directors.
Section 2: DUTIES. The purpose of the Treasurer Committee is to keep the Center's accounting records, and financial assets such as cash; to provide regular reports to the Members regarding the financial status of the Center; to maintain a record of all transactions of the Center; to prepare tax related reports and documents; and to authorize the dispensing of payments of the Center.
Section 3: AUTHORITY. The Treasurer Committee cannot dispense any moneys without the approval of the Directors.
Section 4: TERM. The term of the Treasurer Committee shall be two years and the terms of its members shall be staggered, starting with one and two years during the first year of the Center's operation.
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Article 11 HIRING AND VOLUNTEERING
The Center's personnel is exclusively volunteer. Some services may be contracted out if it becomes necessary, for example, maintenance of the computers.
Article 11.1
INTERACTION BETWEEN HEC AND ITS MEMBERS AND PROJECTS
Section 1. PREAMBLE
The Center was created as a non-profit, non-political organization, without any preference for, or affiliation with politically motivated ideology, i.e., non-partisan.
HEC was created with the objective of acting as a major facility to disseminate information about Hellenism through the Internet. The nature and scope of the Internet makes it an ideal environment to promote the rich culture, the vast civilization, past and modern history of Greece.
HEC also promotes and supports Projects (www.greece.org/projects) that represent one of the countless subjects pertaining to the Hellenic Civilization.
Section 2. HEC provides technical support and administrative management of Projects. The support depends on the requirements of the Project coordinators and at the ultimate discretion of the Executive Council.
Section 3. Definition of Projects considered by HEC
Projects related to the Hellenic culture and civilization Projects directed to Greek history, past and modern Projects focusing on issues of concern to the modern Hellenic diaspora
Section 4. Administrative Status of Projects
HEC Projects Initiated by the HEC EC: Projects initiated by the HEC Executive Council are assigned to a core of HEC Members who administrate and maintain the Project. The HEC EC actively monitors these Projects. HEC Independent Projects: Projects may be initiated by an individual HEC Member, or HEC Associate Member. These projects must first be submitted to the HEC Executive Council for consideration and approval. The HEC Executive Council does not actively monitor these Projects. Hence, the HEC EC relies on the petitioning HEC Member, or HEC Associate Member, to successfully carry out the objectives of the Project as approved by the HEC Executive Council Section 5. HEC Projects
HEC Executive Council Members may submit to the entire HEC Executive Council an idea and propose a project for consideration.
The HEC Executive Council will appoint a Coordinator from the pool of Full HEC Members to actively monitor and manage the Project initiated by the Center.
Upon completion and publishing on the Web, and following consent between Coordinator and HEC Executive Council, the Center maintains final authority in assuming full property and intellectual rights for the work, or releasing authority and responsibility to a Coordinator from the pool of Full HEC Members.
The HEC Executive Council may also choose to select what aspect of the Project it will retain property and intellectual rights to and what aspect of the Project it will release to a HEC non Executive Member. In the instance of retention of all property and intellectual rights, the Center's name appears as the creator of the Project and appropriate credits will be given to the participants of the Project.
Section 6. HEC Independent Projects
Independent HEC Projects are those conceived by an individual HEC Member, who is not part of the HEC Executive Council, or by an Associate HEC Member.
These projects are independent of the Center, are responsible for their administration and are not controlled by the Center. The Center offers the hosting facility, tools and technical help. Similar to the functions of Associate HEC Organizations, or a hosted entity, an independent project could request from the Center technical help, in which case the Center will assign a Full HEC Member to a specific task.
The Center does not interfere with the administration of the independent project nor do the Independent HEC Project Administrators and Owners interfere with the Center's administration.
The same rules as those of an Associate Organization apply to the Independent HEC Projects.
Section 7. HEC RESPONSIBILITY TO PROJECTS IT ACCEPTS
TO ASSIST
To seek individuals to coordinate the Projects To seek financial support for the realization of the Projects To finance, operate and manage an information center for the Projects Section 8. PROJECT LEADERS AND HEC
The Center operates by first assigning Full HEC Members to one of the Projects that is being facilitated. It is understood that the Full HEC Member must accept the appointment. The Projects, or groups developing a Project, work independently on their assigned task and report, periodically, their progress to the HEC EC. Various committees and subcommittees are implemented within each Project, either by the Coordinator, or by the HEC Executive Council. The purpose of the committees and sub-committees is to for the better administration of the Project.
Section 9. CONFLICT-OF-INTEREST RESOLUTION PROCEDURES
Occasionally, HEC Executive Council Members may propose Projects that concurrently reply to both the criteria of a HEC project and an Independent HEC Project.
Such Projects that would reply to both criteria are Projects that could be perceived by some as being of an advocacy nature. Usually, such examples result from a lack of unanimity in public opinion and not necessarily from the actual description of the Project.
In such instances, a 2/3 binding majority vote by the HEC Executive Council will determine the classification of the Project as being either a HEC project or an Independent HEC Project. In addition, in such an instance, a disclaimer will be published indicating that the Project need not reflect the views of the entire HEC Executive Council.
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Article 12 ELECTIONS
Elections for a Director and members of the Executive Council shall take place once every calendar year. The election procedure is determined by the Center's regulations. During the Center's annual elections, one new Director is elected for one year, and three Executive Council members are elected for three years. Before the elections, one senior Director and three senior Council members resign.
In order to create the staggered pattern of terms, during the first Center elections, three Council members are elected for three years, three members for two years, and three members for one year.
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Article 13 ASSOCIATE ORGANIZATIONS
Section 1: DEFINITION. Associate organizations, hereinafter, Associates, are organizations with similar mission to the Center's mission. The Associates will use the center's services such as computers, software and technical support to publish on the Internet, subject to the approval of the Council. All services will be offered by the Center to the Associates free of charge. The Center can collaborate with the Associate on projects related to the Hellenic civilization. Associates have no voting rights in the Center.
Section 2: APPLICATION. Any organization, institution, or individual whose mission is related to the Hellenic civilization, and whose mission is not in conflict with these By-Laws or the regulations of the Center, can apply to become an Associate of the Center. The Center requires, among other things, that the officers of the applying organization, or the applying individuals, to have a proven record of service to the Hellenic society and the Hellenic Diaspora, and that the applying parties must read the Center's By-Laws. The application should include a description of the nature of the project or service proposed, specific information about the requirements of the organization, as well as background information about the applying organization such as its current By-Laws. In addition, the applying organization must demonstrate the uniqueness and significance of the project to avoid duplication and redundancy. Applications will be evaluated on a first-come-first-served basis.
Section 3: EVALUATION PROCEDURE. On a monthly basis the Directors will call a conference of the Executive Council to discuss the applications for services. The Council will examine the nature of services or plans for collaboration applied for, the suitability of the application with the scope of the Center's operation, the potential conflicts, if any, of the requested service or collaboration with the mission of the Center, the technical feasibility of the proposed project, the requirements in terms of labor and administrative resources needed for that service. A vote of at least two thirds of the Council is required before any services can be dispensed and before any collaboration can be undertaken.
Section 4: NOTIFICATION. The applying organization will be notified formally by the Directors about the decision of the Center within due course. It is to be clear that no decision is legally binding, and the Center has no obligation to comply with its reply to the Associate.
Section 5: NEUTRALITY. The Center shall maintain its neutrality to possible differences of opinion among Associates.
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Article 14 REPRESENTATIVES AND CONSULTANTS
Section 1: DEFINITION. The Representatives and Consultants, hereinafter Representatives, will be designated representatives of Associate organizations and other skilled individuals who will voluntarily offer advice to the Center. The Representatives can also serve as liaisons of the Associate Organizations with the Center. The Representatives shall have no voting rights in the Center.
Section 2: RULES OF CONDUCT. The Representatives shall not require payment for their labor, service or overhead costs in relation to their advising the Center. The Representatives must not attempt to influence the Center in a manner inconsistent with the letter and the spirit of these By- Laws and the regulations of the Center. The Center shall not be bound by the suggestions of the Representatives and it reserves the right to terminate the assignment of any Representative anytime and without notification.
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Article 15 SPONSORS
Sponsors will be individuals or organizations who are dedicated to the mission of the Center and want to help the Center financially. Sponsors can make donations to the Center. In return, the Center shall recognize the sponsors' contributions by reserving a special space for permanent posting of the sponsor's name, and, if applicable, the nature of the contribution, and other pertinent information.
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Article 16 THE RIGHTS AND DISCLAIMERS OF THE CENTER
Section 1: COPYRIGHT. A) The Center reserves all its rights on all material it publishes and all the products it creates within the copyright laws of the United States of America. B) Any individual or organization submitting material to the Center for publication or distribution must certify that the material in question is not intellectual property of anyone else, and that the individual or organization shall protect the Center from liability in the case of legal action initiated as a result of publication or distribution of the material in question. C) If the Center creates a product on behalf of, or in collaboration with an Associate the Center reserves all its rights under the copyright law.
Section 2: SUSPENSION AND TERMINATION OF SERVICES AND COLLABORATION. The Center reserves the right to suspend or terminate the whole or part of its services to, or collaboration with, an Associate organization or individual for any reason it deems significant. For instance, the Center has the right to suspend publication of material inconsistent with its mission, objectives and goals, any time it becomes aware of such material.
Section 3: WARRANTIES. ANY SERVICE OR PRODUCT WHICH THE CENTER OFFERS IS OFFERED AS IS. NO WARRANTY IS MADE WITH RESPECT TO THE ACCURACY, QUALITY AND USEFULNESS OF THE INFORMATION CARRIED, OR QUALITY AND USEFULNESS OF THE TECHNICAL SUPPORT THE CENTER OFFERS, OR QUALITY AND CONTINUITY OF THE SERVICE OR COLLABORATION THE CENTER OFFERS. THE CENTER DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED AND IN NO EVENT SHALL THE CENTER BE HELD LIABLE FOR DAMAGES INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR LOSS OF BUSINESS PROFITS OR DAMAGES.
Section 4: DIRECT AND INDIRECT LIABILITY. The Center shall not be held liable for any harm caused by the inaccuracy of information or any defects of the products carried. Before an individual or organization accepts services or products from the Center, they must agree not to hold the Center liable for any damages as a result of product defects, or as a result of legal action by affected third parties. In addition, the opinions expressed through the Center's media are those of the individuals and organizations expressing them and not necessarily those of the Center, its management or its volunteers. Individuals and organizations are required by the Center not to hold the Center liable for damages to a third party as a result of use by the third party of a service or product sold or distributed for free by the Associate organizations.
Section 5: REFUNDS. The Center will not refund or return any monetary or non monetary contribution to a Sponsor or Associate.
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Article 17 ETHICS AND THE CENTER
Section 1: GUIDELINES. Ethical conduct is judged according to the organization practices and laws of the United States of America.
Section 2: MEMBERS, SPONSORS AND ASSOCIATES. The Executive Council Members, the Directors and other Members are required to exercise the highest degree of ethical conduct as defined by the rule of reason in relation to the letter and spirit of these By-Laws and the regulations of the Center. The Center's sponsors must in no way influence the decision making and the course of the Center in a manner that compromises its mission. Organizations consuming the services of the Center or collaborating with the Center must in no way influence the decision making of the Center in a way that compromises its mission. The Center reserves the right to terminate services to, and collaboration with, an organization on the grounds of unethical conduct of the organization's administrators and Representatives.
Section 3. DISCLAIMER
Article 3.2 defines the Projects that are to be considered by HEC and this definition is not limited in ideology. Therefore, it must be stated that the views and positions of HEC Projects do not necessarily reflect those of HEC in its entirety, and as a whole. HEC makes no explicit endorsement of the activities of a Project. Moreover, the opinions expressed by the Projects are not necessarily the opinions of HEC in its entirety, nor does HEC wholly endorse the opinions of a Project.
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Article 18 FUNDING
The Center will regularly seek funding in accordance with its rights as a non-profit organization of the United States of America via promotional campaigns around the world and through several legitimate means. The funds will be used to cover costs of computers, renting space to install the computers, and to cover other operating costs. Individual sponsors and contributors are expected to be the Center's source of funds.
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Article 19 FISCAL YEAR
The Center's fiscal year shall be the calendar year.
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Article 20 DISSOLUTION
In the case of dissolution of the Center, all of its physical assets as well as legal contracts of all forms, all of the Center's records and books and funds will be delivered to a liquidation committee. The committee will immediately proceed to liquidate the business and affairs of the Center in accordance with local and federal laws and procedures of the United States of America.
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Article 21 AMENDMENT PROVISION
The Center has the right to amend the bylaws. Two thirds of the actual vote of the Executive Council is required for such amendment to take place.
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