The Einsteinium Foundation
ByLaws
ARTICLE I.
NAME OF ORGANIZATION
The Einsteinium Foundation
ARTICLE II.
CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This philanthropic corporation was created to provide scientific grants, as well as to provide administrative management of the cryptocurrency [CC] identified as Einsteinium (EMC2).
Section 2. Specific Purpose
The Einsteinium Foundation provides grants to deserving individuals and/or entities who have done, or are doing, exceptional science projects involving scientific research, science education, or science development.
The Einsteinium Foundation also administers managerial duties for the care and maintenance of the CC EMC2.
The specific objectives and purpose of this organization shall be:
a. to provide to preserve and increase the equity value of EMC2 investors,
b. to provide to find and fund worthy science projects,
c. to increase the size of the EMC2 investor community,
d. to sponsor, host, and/or participate in events and activities that promote EMC2.
ARTICLE III.
MEMBERSHIP
Section 1. Eligibility for Membership
Every owner of EMC2 is eligible for membership. Proof of EMC2 ownership shall be determined by the board. Membership is granted after application for membership with satisfactory proof of EMC2 ownership is provided to the board.
Section 2. Membership Dues
Currently there are no membership dues.
Section 3. Rights of Members
Each member in good standing shall have the right to vote in association elections.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the Einstein Foundation secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership.
ARTICLE IV.
MEETINGS OF MEMBERS
Section 1. Regular Meetings
Currently “Regular Meetings” are had at
https://bitcointalk.org/index.php?topic=494708.0 often.
Section 2. Annual Meetings
The annual meeting shall take place June 6th, time 2pm EST, at a location determined by the foundation board and noticed by the board secretary. At the annual meeting the members shall elect directors and officers.
Section 3. Special Meetings
Special meetings may be called by the President, the Executive Committee, or a simple majority of the board of directors.
Section 4 Notice of Meetings
Notice of each meeting shall be given by placing notice on opening post at the Bitcointalk page of the EMC2 forum page, in two other regualarly used social media resources, and published by a cryptocurrency publication that is highly recognized by the EMC2 community like the The Einsteinium News. not less than two weeks prior to the meeting.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the active membership.
Section 6. Voting
A quorum must be in place before a vote can be requested, all issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE V.
BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of
Directors shall have control of and be responsible for the management of the affairs and
property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than fifteen (15) including the following officers: the President, the Vice-President, the Secretary, and the Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the
performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting.
Elected members of the Board of Directors shall have a term of service of one-year.
Section 3. Regular and Annual Meetings
The annual meeting shall take place June 6th, time 2pm EST, at a location determined by the foundation board and noticed by the board secretary. At the annual meeting the members shall elect directors and officers. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by forum post at
https://bitcointalk.org/index.php?topic=494708.0 . Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum
The Einsteinium Foundation is an internet based organization as such there are no in-person meeting, all of our meetings are done by private message correspondence. Everyone shall be given the opportunity to vote on any non-emergency matter up to 48 hrs from the time it is first posted. The quorum would be a majority of current members of the Board of Directors to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.
Section 7. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the members at a special meeting of the members called for that purpose.
Section 8. Compensation
Members of the Board of Directors shall be entitled to compensation from a fund set aside for that purpose as determined by the President or majority vote of the Directors.
Section 9. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 10. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes, or can reasonably be expected to benefit the Corporation. Directors shall use discretion and good business judgment in discussing the affairs of the Corporation with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions.
Section 11. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President, who may refer to Robert’s Rules of Order.
Section 12. Removal.
Any member of the Board of Directors may be removed with or without cause, at any time, at a special meeting properly called for that purpose of the members and where a quorum is present. A board member who has been removed as a member shall automatically be removed from the board.
ARTICLE VI.
OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
a. He/She shall have general and active management of the business.
b. He/She shall have general superintendence and direction of all other officers of this
corporation and see that their duties are properly performed.
c. He/She shall preside at all meetings of the Executive Committee.
d. He/She shall submit a report of the operations of the program for the fiscal year to the
members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
e. He/She shall be Ex-officio member of all standing committees and shall have the power
and duties usually vested in the office of the President.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President’s duties are:
a. He/She shall have the duty of chairing their perspective committee and such other
duties as may, from time to time, be determined by the President.
Section 3. Secretary
The Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings.
b. He/She in concert with the President shall make the arrangements for all meetings, including the annual meeting of the organization.
c. He/She shall perform all official correspondence from the board and/or the President.
Section 4. Treasurer
The Treasurer’s duties shall be:
a. He/She is responsible for the proper care and accounting of Einsteinium Foundation funds. b. He/She shall present a complete and accurate report of the finances.
c. He/She shall have the right of inspection of all Einsteinium Foundation funds and subsequent audit reports.
d. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
e. He/She shall perform such other duties as may be prescribed by the President under whose supervision he/she shall be.
Section 5. Election of Officers
The Secretary shall determine the fair practice whereby the nominations for the board, and nominations for officers are made. Only the board may act to change the policy or procedure laid out by the Secretary. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.
Section 6. Removal of Officer
Any officer may be removed with or without cause, at any time, at a special meeting of the members properly called for that purpose, and where a quorum is present. An officer who has been removed as a member shall automatically be removed from office.
ARTICLE VII.
COMMITTEES
Section 1. Committee Formation
The President or board may create committees as needed, the current standing committee are: membership, finance, elections, intercoin, charity project, mining, development, security, fundraising, communications, and marketing. The President appoints all committee chairs.
Section 2. Executive Committee
All officers may serve as members of the Executive Committee. The Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3. Finance Committee
Unless otherwise determined by the President or board, the treasurer shall be the chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing all fiscal procedures, and preparation of the budget. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the period between annual meetings.
Annual reports are required to be submitted to the membership showing income, expenditures, and pending income. The financial records of the organization shall be made available to the membership, officers, and board of directors.
ARTICLE VIII.
INDEMNIFICATION
Section 1. General
To the full extent authorized under law, the corporation shall indemnify any director, officer, employee, or agent, or former member, director, officer, employee, or agent of the corporation, or any person who may have served at the corporation’s request as a director or officer of another corporation (each of the foregoing members, directors, officers, employees, agents, and persons is referred to in this Article individually as an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such member, director, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of Directors, or otherwise.
Section 2. Expenses
Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.
ARTICLE IX.
BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the
proceedings of the Board of Directors.
ARTICLE X.
AMENDMENTS
Section 1. Bylaws
These Bylaws may only be amended at a special meeting of the membership called for that purpose or at the annual meeting at which the agenda notice’s the bylaw change.
ADOPTION OF BYLAWS
We, the undersigned, directors of this corporation consent to, and hereby do adopt the foregoing Bylaws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this 09th day of December, 2014.
Armis___________________________
Armis, President - The Einsteinium Foundation
Djnocide______________________________
ATTEST: Djnocide, Secretary - The Einsteinium Foundation
Footnote:
[[
UPDATE]]
An Election to vote in the Bylaws written by the Einsteinium Board Members will be held from December 2nd 2014 6pm EST to December 9th 2014 6pm EST. We're giving a 2 days notice for comments, corrections, and critiques. 5 days (from December 4th 6pm EST to December 9th 6pm EST) of voting will be used.
The vote will be held in this thread by the comment '' Yes, i support the bylaws''.
*The bylaws will need 11 positive votes from members of this community to be accepted.
**No vote from members without post on this thread prior to this announcement will be accepted.
you can find the bylaws here:
https://docs.google.com/document/d/1eZoES8nKwh3iN4jeEhaa_b8gw8pCEwmQ8le4hWrxEuo/edit?usp=sharingThe bylaws require 11 votes to pass, here is the running vote count:
1) Armis
2) Varvarin
3) RJF
4) Guyinanutshell
5) Oldminer
6) neleonele
7) djnocide
8) torpedo
9) matauc12
10) Lovethecoins
=>11) HKBvM
12) sashorx
