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The Bylaws displayed below have been ratified and were accepted on 26 June 2003; i.e. within a grace period specified by the incorporation process and formalities. Thus, comments on these Bylaws will be accumulated for consideration by the Board as candidate items for a first amendment of these Bylaws for the further evolution of the Foundation. Therefore, apart from establishing baseline definitions, opportunities for amendments and change were inserted and entrenched as a protected clause within these Bylaws.
The original, signed and witnessed version of these Bylaws is available for inspection or upon request by arrangement with the Foundation's Agent, Dr. Richard Lee. When the Foundation's website is set up, these Bylaws and all other relevant documents will be made available as pdf files.
of the EcoPort Foundation Inc.
THE UNDERSIGNED, in compliance with Chapter 617.012 of the Statutes of the State of Florida, do hereby adopt the following as the Bylaws of the EcoPort Foundation Inc, registration number N03000004407 certified under Authentication Code: 030527111031-200019848382#1 under the Great Seal of the State of Florida on 27 May, 2003:
The name of the corporation is ECOPORT FOUNDATION INC. The principal office of the corporation, hereinafter the ‘Foundation’ shall be located at 225 St Patricks Road, Muckleneuk, Pretoria, South Africa 0002. However, all discussions conducted by email and taken to agreed conclusion among correspondents serving the official business purposes of the Foundation, shall be considered equivalent to in-person meetings as if they were conducted at the Foundation’s principal office.
Section 1. Principal Cause
Consistent with IRS Section 501(c)(3) the Foundation’s purpose is to create an educational service that manages knowledge as a global public good and in a manner that makes educational material freely available to the general public.
Operating exclusively as a nonprofit corporation, the primary objectives of the Foundation shall include, but not be limited to, providing an institutional framework to promote, sustain and support the EcoPort system and service at http://www.ecoport.org that manages knowledge as a global public good.
Section 2. Fundraising
The Foundation shall have unlimited power to engage in, and do, any lawful act not inconsistent with the Foundation’s nonprofit tax exempt status, including conducting fund-raising activities to promote programmes, projects and activities consistent with these Bylaws, the Foundation’s Articles of Incorporation and the over-arching commitment to manage and distribute knowledge as a free public good.
Section 3. Fund Management
The Foundation shall have the power to operate bank accounts and to seek funds to establish an endowment fund and to manage the investment and its returns consistent with the stipulations of the Bylaws and Constitution of the Foundation and its 501(c)(3) status.
The term of existence of the Foundation is perpetual.
Incorporator, as recorded in the Foundation’s
Articles of Incorporation, is:
Dr. Richard Frank Lee
The following Sections of this Article describe clauses that are, by the sui juris nature of the act of incorporation that created the Ecoport Foundation Inc., designated as ‘protected clauses’ that cannot be modified unless by a 100% unanimous vote by all members of the Foundation at an extraordinary general assembly convened for the specific purpose of discussing and voting on such amendments. Changes incompatible with the Laws and Regulations of Florida, the United States and the relevant umbrella legal frameworks within the United States within which this Foundation is incorporated, shall not be open to amendment in this manner.
Section 1. The Patronage Clause
The Foundation’s ‘spirit of intent’ is captured by the beliefs and life achievements of its principal Patrons: Nelson R. Mandela and Edward O. Wilson. These and all future Bylaws and all aspects of growing the EcoPort Foundation, will be conducted within the framework of ideals and values of these patrons; namely the example set by Nelson Mandela’s life and commitment to reconciliation, tolerance and empowerment of ‘ordinary’ people as the basic intention that should guide all human interactions, and Edward O Wilson’s perspicacity to focus attention on consilience as the desirable overall objective and modus operandi whereby individuals and institutions share information and create knowledge. Specifically under no circumstances will the Foundation or any of its Officers, Members, programmes, projects or activities conducted under the EcoPort umbrella:
Section 2. The ‘Mandela Clause’
Regardless of anything stated in these and any subsequent amendments of the Bylaws of the EcoPort Foundation Inc. any and all action by the EcoPort Foundation Inc. and Members of the EcoPort Community and Network, will be subject to and in compliance with the ‘Policies and Procedures at the Founder’s Office’ as this document is published and amended from time to time by the Nelson Mandela Foundation (NMF).
Section 3. Membership
The EcoPort Foundation Inc. will, in perpetuiy, remain a mebership based corporation and shall not revert or convert to a form of ownership wherein members do not have the voting control over the election of the office bearers who are thereby authorised, enabled and empowered to manage the Foundation to nurture and sustain the EcoPort cause of managing knowledge as a global public good.
Section 4. Governing Instruments
The Bylaws, Constitution, Rules of Procedures and various instruments that define how the Foundation enterprise shall be conducted, including modifications of these instruments that are ratified by due process and approved by the Governing Board, will be the core documents that determine how the Foundation shall conduct its business.
Section 5. Open Source
All aspects of the Foundation’s work and achievements; its procedures for managing knowledge and the information and knowledge placed in its custody will, in perpetuity, be (i) managed as a global public good; and, (ii) managed in the spirit of the open source movement and within the GNU CopyLeft regime of managing claims to intellectual property. Specifically, under no circumstance will any individual, institution, organisation or any entity whatsoever, obtain, or be given an opportunity to gain, proprietary rights to any process (computer program, source code etc.) or substance (information contributed by Members and others and knowledge managed in EcoPort), that are placed in the custodial care of the Foundation by its Members and other users of the Foundation’s public services.
Section 6. Intellectual Property Rights
Any copyrights that may accrue to the Foundation, will be held only temporally and for the express and only purpose of using such temporary rights to proclaim and protect the GNU/Copyleft status of resources placed in the custodial care of the Foundation, the only permitted and natural exceptions being the items listed in Section 7 below, as these apply to the corporate entity of the Foundation itself and how it conducts its enterprise.
Section 7. Trademarks and Signs
The Internet domain name and URL, http://www.ecoport.org, the EcoPort logo, the slogan “The Consilience Engine”, and the system and slogan “Total Ecology Management” shall remain the property of the EcoPort Foundation Inc.
Section 8. Limit on Levels of Remuneration
The Foundation will employ staff to operate the Enterprise. To prevent any concern about levels of salaries, it is hereby declared as protected clause in perpetuity, that no single salary for any position or office in the EcoPort Foundatin Inc. whatsover, will, at any time, be higher than the prevailing P5 salary level paid to international public servants within the United Nations System. All appointments and terms of employment will require Board approval.
Section 1. Interim Board
The Foundation will be initiated and guided to full implementation by an Interim Board consisting of the persons who are signatories to the adoption of these Bylaws, namely Christoffel Antonie Johannes Putter, (Incorporator), Richard Frank Lee (Agent) and Roger Pearson Ellis (Member).
Within the constraint of available resources and funds — and these office bearers will be reimbursed for expenses they incur in the process, including reasonable compensation for professional services as these are duly recorded in a Loan Account in the Foundation’s accounting records — this Interim Board will:
(a) Champion and promote the cause of the Foundation and EcoPort and seek financial and other support for its establishment through fund-raising and any other lawful activity consistent with the Foundation’s nonprofit, 501(c)(3) status;
(b) Serve the Foundation and EcoPort in a professional capacity to guide, increase and monitor the substantive information as well as the functional aspects of the knowledge management procedures;
(c) Assume a facilitating and custodial role in developing a Constitution for the Foundation in open consultation with key members of the EcoPort programme at http://www.ecoport.org and other authoritative advisors at the discretion of the Interim Board. This Constitution will become an integral governing instrument of the Foundation along with the Foundation’s Articles of Incorporation and these Bylaws. The Constitution will be framed by the general principle that it will be a constitution for a membership-driven Foundation governed by a Board elected by Members. An Executive Group, consisting of a Chief Executive Officer (CEO) and Directors reporting to the CEO, will be appointed by, and will report to, the Board. An Advisory Council charged with a statesmanlike role of providing parallel ethical oversight to represent the public interest sensu latu in tandem with Board-level governance, will be established. The Constitution will make provision for Standing Committees and ad hoc Committees. It will include a Code of Conduct for Members and will, in general, be consistent with constitutions typical of nonprofit enterprises established to promote the public good.
(d) The Constitution will not be, or propose any Article that is in conflict with the existing philosophy, values, protocols and procedures driving the EcoPort programme at http://www.ecoport.org;
(e) The Constitution shall not contradict or ignore the Protected Principles in Article VI of these Bylaws, and neither shall it alter the ‘Limitations on Activities’ by the Foundation as recorded in Article X of these Bylaws;
(f) The Interim Board shall oversee the transition period between the establishment of the Foundation and the election and appointment of the first formal Board as per the Constitution described herein. When the first elected Board is appointed and commences to govern the Foundation as per its Constitution, the Interim Board will be disbanded.
Membership of the Foundation is open to all individuals who have been assigned Level 200 and above status as information managers in EcoPort at http://www.ecoport.org.
Members shall have the right to vote in all elections of officer bearers as these are defined in these Bylaws, its future derivatives and the Constitution of the EcoPort Foundation Inc. as this constitution will evolve during the life of the Foundation.
Members shall comply with all rules and procedures of the EcoPort Programme at http://www.ecoport.org and will comply with the stipulations of the Foundation’s Constitution as it will evolve in pursuance of the implementation of the Bylaws recorded and adopted herein.
The books, records, and papers of the Foundation shall at all times, during reasonable office hours, be subject to inspection by any alumni of the Foundation or entitled administrators at the office of the Agent or in a convenient manner negotiated with the Foundation’s Agent.
As far as possible, all correspondence and documents will be stored in digital form, and where this is the case, access will be electronic and through the Foundation website when it is set up and opened for public access.
Section 1. Franschising
Given the Foundation's constitutional commitment to create and serve as a Global Public Good, the Foundation is herewith authorised to adopt a franchising model and strategy to establish National EcoPort Programmes in different countries, within the context and intentions of the above stipulations and conditions. Specifically, all franchisee's and franchised enterprises will (i) make provision for a supervisory role by an Office Bearer of the Foundation or an agent so designated by the Foundation to act in this capacity; and, (ii) ensure that, and make provision for, the Foundation to have free and open access to records of financial transactions, bank statements, financial books, audited accounts, meeting minutes, official reports and any formal documents required by the national laws and regulations governing, and applicable to, the conduct of the franchising enterprise conducted under, and in, the ™ name 'EcoPort'.
Section 2. Inception Chief Executive Officer, CEO
Dr. C.A.J. Putter is herewith, and as first executive act of the interim Board, also appointed as Chief Executive Officer (CEO) of the EcoPort Foundation effectively immediately and for a further period of 5 years from the date that the Foundation’s first formal Board succeeding this interim Board is appointed. When the formal Board is established, the CEO will be excluded from serving on the Board and will, instead report to the Board.
Section 3. Establishment of Committees
Dr. R. Ellis, accepts, under the authority of the Interim Board, the responsibility to work with the CEO to develop a Technical Advisory Committee (TAC) which would become a Standing Committee of the Foundation and to act as Chair of the TAC for its first five years of formal operation. When the first formal Board succeeding this interim Board is appointed, Dr. Ellis will stand down as interim Board member since the Chair of the TAC will not be eligible to serve on the Board.
A Technical Systems Design and Support Committee will be created and it will initially function under the chairmanship of the CEO.
Section 1. Prohibition Against Private Inurement.
No part of the revenues or assets of this Foundation shall inure to the benefit of, or be distributable to the private benefit of any official or member of the Foundation, except that the Foundation shall be authorized and empowered to pay reasonable compensation for expenses rendered to individuals or businesses and to make payments and distributions as set forth within these Bylaws. Under no circumstances, and regardless of seniority, shall any salaried official in any role whatsoever, receive compensation in excess of the reigning level of remuneration paid by the United Nations (UN) to UN staff serving at the P5-level as this level exists within the structure of the Food and Agriculture Organization (FAO) of the UN; using the circumstances prevailing in 2003 as indexing benchmark.
Section 2. Distribution of Assets
Notwithstanding ARTICLE III above, if it becomes necessary to dissolve this Foundation, its assets remaining after payment, or provision of payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code — preferably to a suitable United Nations agency — for further redistribution at the recipient’s discretion for a public purpose.
Section 1. Liability
No Office Bearer or Member shall be personally liable for the debts, liabilities, or other obligations (absent of fraud) of the Foundation.
The Foundation shall not be liable for any damage arising out of the activities of the Foundation which are initiated and conducted in good faith and within a framework of volunteerism intended to manage and provide knowledge as a global public good.
Section 2. Indemnity
The Foundation shall not assume any responsibility to indemnify any office Bearer or Member against damage or liability arising out of their association with the Foundation or its work. Specifically, all parties seeking indemnifying protection will, as a default condition of joining the Foundation, accept and assume that they would have to make private provisions for personal indemnity.
Section 3. Intellectual Property Rights
All aspects, processes and content of the Foundation’s tools, procedures and services are conducted within the philosophical framework of the open-source movement applied to hardware, software and content under a copyleft regime as typically implemented under Global Public License agreements and the GNU copyleft regime.
These Bylaws are open to amendment by procedures that wil be stipulated in the Foundation’s Constitution.
These Bylaws shall become effective immediately upon adoption and signature by a minimum of the first three Members who are both registered, Level 200 or greater members of the EcoPort knowledge management system and service as it is accessible at http://www.ecoport.org and, by voting in the matter of the adoption of these Bylaws, also members of the EcoPort Foundation Inc. These Bylaws shall be posted on the Foundation’s website when it is established.
IN WITNESS WHEREOF, we, Christoffel Antonie Johannes Putter, (Incorporator), Richard Frank Lee (Agent) and Roger Pearson Ellis (Member), the undersigned for the EcoPort Foundation nonprofit corporation, have executed these Bylaws in triplicate the dates of our signatures below, and say:
That we are all herein the founding members of the EcoPort Foundation Inc. as well as registered members of the EcoPort Programme at http://www.ecoport.org; that we have read the above and foregoing Bylaws; know the contents thereof and that the same is true to the best of our knowledge and belief, and we therefore adopt the foregoing Bylaws as the Bylaws of this Foundation.
Signatures: Parties and Witnesses