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BYLAWS OF RepRap Research Foundation
ARTICLE I - NAME AND PURPOSE
Section 1: The name of the organization shall be the RepRap Research
Foundation, which can be abbreviated to RRRF
Section 2: The RepRap Research Foundation is organized exclusively for
charitable, scientific and educational purposes, more specifically to
promote research in self-replicating manufacturing systems and to
distribute the results of that research freely to everybody using
open-source licensing. Owing to the physical nature of the project
this means we will buy and sell research materials at a low cost to
researchers.
ARTICLE II - MEMBERSHIP
Section 1: Membership of the RRRF shall be free.
Section 2: All members of the RRRF shall abide by all the rules of the RRRF.
Section 3: Membership of the RRRF shall be open to any person who does
not break the RRRF's rules.
Section 4: All members of the RRRF are encouraged to publish all the
results of their research on self-replicating manufacturing systems in
such a way as to make them freely available to everyone under an
open-source licence, for example at objects.reprap.org.
Section 5: There shall be no corporate or organizational membership of
the RRRF. However, as many people who are members of any corporation
or organization and who wish may join as individual members of the
RRRF.
Section 6: People who are minors in their country of residence must
obtain permission from their parent or guardian to become members of
the RRRF, and that parent or guardian must agree that the minor will
abide by all the rules of the RRRF.
Section 7: Members of the RRRF shall be entitled to place the letters
MRRRF after their name.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The date of the regular annual meeting
shall be set by the Board of Directors who shall also set the time.
Section 2: Special Meetings. Special meetings may be called by the
Chair or the Executive Committee.
Section 3: Notice. Notice of each meeting shall be given to each
voting member, by electronic mail, not less than ten days before the
meeting.
Section 4: Meeting Format. Owing to the highly distributed nature of
the board, meetings shall generally be conducted via email, IRC, and
Skype. Voting shall take place via email, or by using online polling
software. All members shall be allowed 3 days from the initial
announcement email to cast their votes.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible
for overall policy and direction of the Council, and delegates
responsibility for day-to-day operations to the Council Director and
committees. The Board shall have up to 9 and not fewer than 4
members. The board shall receive no compensation other than reasonable
expenses.
Section 2: Meetings. The Board shall meet at least once a year, at an
agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of
current directors to a second term will occur as the first item of
business at the annual meeting of the corporation. Directors will be
elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve 1 year terms, but are
eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least 50 percent of
the Board members before business can be transacted or motions made or
passed.
Section 6: Notice. An official Board meeting requires that each Board
member have written or email notice 10 days in advance.
Section 7. Officers and Duties. There shall be five officers of the
Board consisting of a Director, Chair, Vice Chair, Secretary and
Treasurer. Their duties are as follows:
The Chair shall convene regularly scheduled Board meetings, shall
preside or arrange for other members of the executive committee to
preside at each meeting in the following order: Vice-Chair, Secretary
and Treasurer.
The Vice-Chair shall chair committees on special subjects as
designated by the board.
The Secretary shall be responsible for keeping records of Board
actions, including overseeing the taking of minutes at all board
meetings, sending out meeting announcements, distributing copies of
minutes and the agenda to each Board members, and assuring that
corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer
shall chair the finance committee, assist in the preparation of the
budget, help develop fundraising plans, and make financial information
available to Board members and the public.
The Director shall oversee the day to day operations of the foundation,
and shall present a report about the operational status of the foundation
at each meeting.
Section 8: Vacancies. When a vacancy on the Board exists, nominations
for new members may be received from present Board members by the
Secretary two weeks in advance of a Board meeting. These nominations
shall be send out to Board members with the regular Board meeting
announcement, to be voted upon at the next Board meeting. These
vacancies will be filled only to the end of the particular Board
member's term.
Section 9: Resignation, Termination and Absences. Resignation from the
Board must be in writing or email and received by the Secretary. A
Board member shall be dropped for excess absences from the Board if
s/he has three unexcused absences from Board meetings in a year. A
Board member may be removed for other reasons by a three-fourths vote
of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be
called upon the request of the Chair or one-third of the
Board. Notices of special meetings shall be send out by the Secretary
to each Board member postmarked two weeks in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as
fundraising, housing, etc. The Board Chair appoints all committee
chairs.
Section 2: The five officers serve as the members of the Executive
Committee. Except for the power to amend the Articles of
Incorporation and Bylaws, the Executive Committee shall have all of
the powers and authority of the Board of Directors in the intervals
between meetings of the Board of Directors, subject to the direction
and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance
Committee, which includes up to three other Board members. The Finance
Committee is responsible for developing and reviewing fiscal
procedures, a fundraising plan, and annual budget with staff and other
Board members. The Board must approve the budget, and all expenditures
must be within the budget. Any major change in the budget must be
approved by the Board or the Executive Committee. The fiscal year
shall be the calendar year. Annual reports are required to be
submitted to the Board showing income, expenditures and pending
income. The financial records of the organization are public
information and shall be made available to the membership, Board
members and the public.
ARTICLE VI - DISSOLUTION
Section 1: Upon dissolution of the RepRap Research Foundation,
remaining assets must be donated to leading researchers in the RepRap
project, who shall be determined by a vote of the Board.
ARTICLE VII - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds
majority of the Board of Directors. Proposed amendments must be
submitted to the Secretary to be sent out with regular Board
announcements.
These Bylaws were approved at a meeting of the Board of Directors of
RepRap Research Foundation on _______________________, 2008.
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