PC Cluster Consortium

Japanese

Abount Consortium

PC Cluster Consortium Rules

Chapter 1 General

Article 1 (Name)
The name of the organization shall be PC Cluster Consortium.

Article 2 (Headquarters)
The principal office shall be located within the secretariat as prescribed by Article 39 herein.

Chapter 2 Objectives and Activities

Article 3 (Objective)
The objective of this Consortium is to contribute to the development of the HPC market, from the high end to the low end, through PC cluster and accelerator technology.

Article 4 (Activities)
To attain the objectives specified in the preceding Article, the Consortium will engage in the following:
1. Jointly developing PC cluster software
2. Packaging and distributing PC cluster software
3. Gathering cluster information
4. Holding technical exchange meetings, lectures, seminars, etc. aimed at cluster system promotion and diffusion
5. Other activities necessary to achieve the objectives stated in the preceding Article

Chapter 3 Membership

Article 5 (Types of membership)
The Consortium shall maintain two types of membership:
1. Regular members Individuals or corporations that support Consortium objectives and wish to take part in its operations and activities
2. Associate members Individuals or corporations who support Consortium objectives

Article 6 (Admission)
Persons or groups desirous of joining the Consortium shall submit the prescribed application form to the secretariat and receive board of director approval.

Article 7 (Membership fee)
To bear part of the expenses needed for Consortium management and its activities, each member shall pay a matriculation fee plus annual dues according to the membership regulations set forth at general meetings.

Article 8 (Disqualification)
Members shall be deprived of membership for any of the following:
1. When resigning from the Consortium
2. Upon personal demise, or dissolution of a member organization
3. When expelled

Article 9 (Withdrawal)
To withdraw from the Consortium, a member must submit a written notice of that desire, stating the reason to the Consortium president.

Article 10 (Expulsion)
If a member is found culpable for any of the following, the president may expel said person or organization by resolution at a general meeting.
1. Disgracing the Consortium or acting against its objectives
2. Violating a Consortium member obligation
3. Failure to pay the annual membership dues and not responding to notification by the Consortium

Article 11 (No refund of donated money, goods, etc.)
Enrollment fees, annual membership dues, and other money and/or goods already paid or donated shall not be returned.

Chapter 4 Directors

Article 12 (Grades and quorum)
The Consortium shall have as its officials:
1. Directors (maximum 20)
2. Auditors (maximum 2)
3. President (one from among the directors)
4. Vice president (one from among the directors)

Article 13 (Election)
1. Directors and auditors shall be elected at a general meeting from among regular members.
2. The president and vice-president shall be elected from among the directors by vote at a board of directors meeting.
3. No director shall assume the office of auditor or vice versa.
4. Directors and auditors shall be confirmed at a regular general meeting.

Article 14 (Duties of officials)
1. The board of directors shall determine the conducting of business operations.
2. The president shall represent the Consortium and control its business operations.
3. The vice president shall support and act for the president when the latter can no longer officially function owing to an accident or when resigning.
4. The auditor shall engage in auditing tasks.

Article 15 (Terms of office)
1. The term of officials shall be two years, but they can be reelected.
2. Notwithstanding the provision of the preceding paragraph, the term of officials who assume office to fill a vacancy or owing to a numerical increase of officials shall be that of the preceding official plus that of the incumbent.
3. Even if resigning or after expiration of their term, officials shall pursue their duties until their successor assumes office.

Article 16 (Dismissal of officials)
If either one of the following situations applies to an official, the board of directors may dismiss said official by adopting a resolution based on a majority vote by the current number of directors.
1. The official concerned is deemed unable to properly function owing to mental or physical disorder
2. The official concerned is dutifully negligent, or is guilty of conduct unbecoming an official

Article 17 (Remuneration for officials)
Officials shall receive no remuneration.

Chapter 5 Meetings

Article 18 (Types of meetings)
The Consortium shall hold two types of meetings, general meetings and board of directors meetings. The former shall consist of annual meetings and extraordinary meetings.

Article 19 (Meeting structure)
1. General meetings shall consist of Consortium members.
2. Board meetings shall consist of directors.
3. Auditors may attend either type of meeting and express their opinions.

Article 20 (Functions)
1. General meetings shall treat important matters regarding Consortium management in addition to those provided herein.
2. Board meetings shall resolve the following matters in addition to those provided herein.
(1) Implementation of matters resolved by general meetings
(2) Matters submitted to general meetings for decision
(3) Matters relevant to implementing Consortium affairs that require no resolution at general meetings

Article 21 (Holding of meetings)
1. General meetings shall convene once a year; extraordinary meetings shall be called in the following cases:
(1) When deemed necessary by the president
(2) When called for by one fifth or more of the existing regular members, citing the meeting objectives
2. Board meetings shall convene in the following cases:
(1) When deemed necessary by the president
(2) When called for by the majority of directors, citing the meeting objectives

Article 22 (Convocation)
1. General meetings and board meetings shall be convened by the president.
2. The convening of general meetings shall be notified in writing to each member stating the time, place and objective of same no later than 10 days prior to said meeting.

Article 23 (Chairperson)
General meetings and board meetings shall be chaired by the president.

Article 24 (Quorum)
General meetings shall be considered valid when attended by members having the majority of voting rights. Board meetings shall be valid when attended by the majority of directors.

Article 25 (Resolution)
1. Unless otherwise provided herein, decisions on general meeting agenda items shall be resolved by majority vote of the members present; in the event of an equal number of votes, the chairperson shall cast the final vote.
2. Unless otherwise provided herein, decisions on board meeting agenda items shall be resolved by consent of the majority of members present; in the event of an equal number of votes, the chairperson shall cast the final vote.
3. Resolutions at board meetings may be made via electronic means such as e-mail, etc., and any resolution in this form shall be approved by the consent of a majority of directors.

Article 26 (Voting in writing)
Any member unable to attend a general meeting or board meeting may exercise the right to vote in writing or by means of a proxy regarding matters informed to said member in advance.

Article 27 (Minutes)
1. Regarding resolutions made at general meetings and board meetings,
minutes mentioning the following shall be kept.
(1) Time and place of the meeting
(2) The number of current members
(3) The number and names of members present at the meeting (including those who vote in writing or through a proxy)
(4) Matters for resolution
(5) Summary of proceedings
(6) Name of the person who prepares the minutes
2. The minutes shall be signed and sealed by the chairperson.

Chapter 6 Assets and Accounting

Article 28 (Composition of assets)
Consortium assets shall consist of:
1. Property listed in the inventory of same upon Consortium establishment
2. Enrollment fees and membership dues
3. Contributions received after establishment
4. Revenue accruing from assets
5. Income brought from activities
6. Other revenue

Article 29 (Asset management)
Consortium assets shall be managed by the president and the method thereof shall be determined by resolution at a general meeting. Assets contributed with a specific purpose and their method of management shall comply with said purpose.

Article 30 (Payment of expenses)
Consortium management expenses shall be paid from its assets.

Article 31 (Business plan and budget)
The Consortium business plan and revenue and expenditure budget for each fiscal year shall be prepared by the president, and after being resolved by the board of directors, shall be resolved at the first general meeting held in the relevant fiscal year.

Article 32 (Business report and settlement of accounts)
The business report, final accounts report and inventory of property shall be prepared by the president promptly at the close of each fiscal year, and after auditor inspection, shall be submitted for approval at a general meeting.

Article 33 (Disposition of surplus)
Should there be any surplus at the settlement of accounts, the whole or part of said surplus may be carried forward to the following year or reserved after the resolution is made at a general meeting.

Article 34 (Fiscal year)
The Consortium fiscal year shall start on April 1 and end on March 31 of the following year.

Chapter 7 Amendments and Dissolution

Article 35 (Amendments to the Rules)
The articles and clauses hereof can be amended in accordance with a resolution passed by the majority of votes cast by members present at a general meeting.

Article 36 (Dissolution)
When the objectives stipulated in Article 3 are fulfilled, the Consortium can be dissolved in accordance with a resolution passed by the majority of votes cast by the members present at a general meeting.

Article 37 (Disposition of residual property)
In the event the Consortium is dissolved, all remaining property shall be disposed of pursuant to the procedure specified in Article 36.

Chapter 8 Supplement

Article 38 (Working groups)
1. To undertake various tasks, the Consortium may establish working groups.
2. Matters concerning the organization, structure and management of each working group shall be determined by the board of directors.

Article 39 (Secretariat)
1. A secretariat shall be established to handle clerical work.
2. The secretariat shall be governed by the president.
3. The secretariat may employ personnel as required for its operations.
4. Other matters required for operating the secretariat and its staff shall be determined separately.

Article 40 (Handling of results)
1. In principle, results obtained through Consortium efforts shall be made open to parties other than members.
2. Detailed regulations for handling results such as copyright indication, etc. shall be determined separately.

Article 41 (Intellectual property rights)
1. If while engaged in Consortium activities a member makes a proposal or expresses an opinion based on the patent rights or new utility model rights previously owned by the member, said member need not relinquish these rights.
In this case, if such a proposal or opinion is recognized, the person shall agree to a nonexclusive right under fair, reasonable, nondiscriminative conditions, and accept the request by members or a third party who wish to use the right.
2. In the event any result of the Consortium is based on the patent rights or new utility model rights previously owned by a member, said member can choose to either accept the nonexclusive right under fair, reasonable, nondiscriminative conditions according to the request by members or a third party who wish to make use of it, or to keep it closed.
Handling the matter when the member chooses not to make it public shall be determined separately.
3. Information provided or disclosed by members regarding Consortium activities shall in principle be deemed and treated as publicly known.

Article 42 (Bylaws)
Bylaws for implementing the rules shall be determined by the president pursuant to resolution by the board of directors.

Additional Rules
1. These rules shall take effect on the day this Consortium is established.
2. Consortium officials on the occasion of its establishment shall be:

(title) (name) (affiliation)

3. Notwithstanding the provision of Article 15, the term of officials upon Consortium establishment shall be from the day of establishment through March 31, 2002.
4. Notwithstanding the provision of Article 38, the forming of working groups shall be determined by the general meeting concerning their establishment.
5. Notwithstanding the provision of Article 42, detailed regulations regarding voting rights for forming working groups shall be determined by the general meeting concerning their establishment.
6. Notwithstanding the provision of Article 31, the business plan and revenue and expenditure budget in context with forming working groups shall be determined at the general meeting for their establishment.
7. The Consortium logo shall be decided by the board of directors.
8. Any doubt concerning the interpretation of these Rules shall be resolved by the board of directors.


Working Group Bylaws

Article 1 (Purpose)
These bylaws cover matters needed to form and operate working groups.

Article 2 (Establishment of expert working groups)
1. Expert working groups shall be established following discussion by the board of directors based on proposals submitted as defined in Article 3 by regular members.
2. Expert working groups shall as a rule conduct their activities over a period of three years.
3. Expert working groups' missions may be changed or extended following the submission of an action plan to the board of directors and subsequent discussion by the board.
4. Expert working groups may be disbanded following discussion by the board of directors.

Article 3 (Expert working group proposals)
1. When proposing the creation of an expert working group, members must submit a proposal outlining the following information to the board of directors:
(1)Name of the proposed group
(2)Name of the chairperson and vice-chairperson of the proposed group
(3)Qualifications for participating in the proposed group
(4)Activities to be pursued by the group
(5)Annual report

Article 4 (Activity reports of expert working groups)
1. Each year, expert working groups must issue a report on their activities during the previous fiscal year to, and seek approval for their action plan for the current fiscal year from, the board of directors and general meeting.

Additional Bylaw
These bylaws shall take effect on October 4, 2001



Voting Right Bylaws

Article 1 (Purpose)
These bylaws cover matters related to voting rights at general meetings.

Article 2 (Voting right)
1. Based on a ratio of 10 votes per unit of membership fee, the total number of votes obtained by multiplying the integral number of units by 10 according to the fee shall be the voting right of corporate regular members.
2. Based on one vote per unit of individual membership fee, the total number of votes per individual member shall be one.

Additional Bylaw
These bylaws shall take effect on October 4, 2001



PC Cluster Consortium Membership Fee Bylaws

Article 1 (Purpose)
These bylaws cover matters regarding Consortium matriculation fees and annual membership dues under the provisions of Article 7 of the Consortium Rules.

Article 2 (Matriculation fees and membership dues)
Consortium members shall pay the following matriculation fees and membership dues.
1. Corporate regular members
Matriculation fee: ¥100,000
Annual dues: 500,000 yen times the integral number of units desired by the member
2. Individual regular members
Matriculation fee: ¥2,000
Annual dues: 20,000 yen times the integral number of units desired by the member
3. Corporate associate members
Matriculation fee: ¥10,000
Annual dues: 100,000 yen
4. Individual associate members
Matriculation fee: ¥2,000
Annual dues: ¥100,000

Article 3 (Payment of fees)
1. Annual membership dues shall be paid at one time no later than the last day of May every year. Newly enrolled members shall pay in full their annual dues for the relevant year at the time of matriculation.
2. Members enrolled on the occasion of Consortium establishment shall be exempted from matriculation fees.
3. Members enrolled on the occasion of Consortium establishment shall pay their annual dues for the relevant year no later than the last day of November, 2001.

Article 4 (Member privileges)
Members shall have the following privileges:
1. Regular members can observe all working groups.
2. Regular members in the Investigation and Evaluation Working Group can access the latest cluster information.
3. Regular members in the Application and Technical Support Working Group can share the porting of SCore application and technical support.
4. Members of each working group and the companies to which they belong are allowed to use the logo of the relevant working group.
5. Regular members are permitted to give Consortium members the latest information on their products.
6. Regular members can show at Consortium-organized exhibitions.
7. Associate members can take part in charged events held by the Promotion and Diffusion Working Group gratis or at the participation fee for members.

Additional Bylaw
These bylaws shall take effect on October 4, 2001.



Bylaws Concerning the PC Cluster Consortium Logo

Article 1 (Purpose)
These bylaws cover matters relevant to the Consortium logo.

Article 2 (Logo types)
There shall be two types of logo:
1. Logo for generic name of the Consortium (to be determined)
2. Each working group may devise its own logo as necessary.

Article 3 (Conditions for logo use)
Conditions for using each type of logo shall be:
1. Members are permitted to use the logo for the generic name unless it runs counter to Consortium objectives.
2. As for each working group logo, only members of the relevant group and the companies to which they belong to are permitted to use it.

Additional Bylaw
These bylaws shall take effect on October 4, 2001.

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