Last modified: Friday 7 March, 1997 14:20:00 EDT
Directors: Thanos Voudouris, Evangelos Rigos
NAME OF ORGANIZATION
PURPOSE AND SCOPE
Section 1: PURPOSE. The purpose of the Center is to organize, house and distribute information regarding all aspects of the Hellenic (Greek) civilization around the world through electronic communications networks, and particularly through the Internet. In particular, the purpose of the Center is to actively support projects promoting the Hellenic civilization throughout the Internet; to compile archives of sources and indices to sources available on the Internet and pertinent to the Hellenic civilization; to regularly collect all freely available technical material related to Greek computing such as software, technical documents, and standards, as well as assist in the development of such material; to organize and provide technical support and computer services to organizations associated with Greece; to serve as a communication center for the Greek Diaspora in the United States and elsewhere; to serve as a universal electronic gateway to Greece; to educate and expose the Greek society, including the Greek Diaspora of the United States, to the new culture and technology of Internet, and related networks and technology.
Section 2: ORGANIZATION STATUS. The Center shall be a non- profit organization registered in the United States of America. The Center shall not be involved with partisan issues or political lobbying in any country. Funding of the Center is described in these By-Laws.
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.
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.
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.
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 .
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
FISCAL YEAR
The Center's fiscal year shall be the calendar year.
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.
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.
Copyright © 1996 HEC All Rights Reserved.