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 fostering the PC cluster system market through development, maintenance and diffusion of software for the system, centering on SCore cluster system software and Omni OneMP as developed by the New Information Processing Development Organization, a technical research cooperative.

Article 4 (Activities)
To attain the objectives specified in the preceding Article, the Consortium will engage in the following:
1. Developing SCore software
2. Standard distribution of SCore software
3. Responding to new hardware
4. Gathering cluster information
5. Holding technical exchange meetings, lectures, seminars, etc. aimed at cluster system promotion and diffusion
6. 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 10 (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. When necessary to appoint persons other than Consortium members as members of or to chair any Consortium working group, the president may appoint them after consulting the board of directors.
4. No director shall assume the office of auditor or vice versa.

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. Each working group shall conduct activities in keeping with its specific objective.
3. 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. Authorized SCore software results obtained through Consortium efforts shall be distributed following board of directors approval.
2. In principle, results shall be made open to parties other than members.
3. 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 (Types and composition of working groups)
1. Four working groups shall be established, those for:
(1) Development
(2) Investigation and Evaluation
(3) Application and Technical Support
(4) Promotion and Diffusion
2. The addition, alteration and deletion of working groups shall be based on resolutions adopted at board of directors meetings or general meetings.
3. Each working group shall comprise Consortium members qualified to participate as prescribed by the relevant working group, with its members consisting of two types: group members and observers.
4. The group chairperson and vice chairperson of each working group shall take charge of their respective group’s activities.
5. Each group chairperson and vice-chairperson shall be appointed based on the resolution adopted at board of directors meetings or general meetings; their term of office shall be two years but they can be reelected.

Article 3 (Development Working Group and qualification to participate)
1. The Development Working Group shall engage in the following activities:
(1) Development of SCore software
(2) Standard distribution of SCore software
(3) Response to new hardware
(4) Other activities as required
2. Only regular Consortium members and persons expressly approved by the chairman shall be qualified to join this group.

Article 4 (Investigation and Evaluation Working Group and qualification to
participate)
1. The Investigation and Evaluation Working Group shall engage in the following activities:
(1) Gathering and making public cluster information
(2) Making public cluster benchmarks and results
(3) Exchanges with other organizations
(4) Other activities as required
2. Only regular Consortium members and persons expressly approved by the chairman shall be qualified to join this group.

Article 5 (Application and Technical Support Working Group and qualification to participate)
1. The Application and Technical Support Working Group shall engage in the following activities:
(1) Support for application porting
(2) Technical SCore support
(3) Other activities as required
2. Only regular Consortium members and persons expressly approved by the chairman shall be qualified to join this group.

Article 6 (Promotion and Diffusion Working Group and qualification to participate)
1. The Promotion and Diffusion Working Group shall engage in the following activities:
(1) WWW management
(2) Holding lectures and seminars, technical exchange meetings, and exhibitions
(3) Other activities as required
2. Only regular Consortium members and persons expressly approved by the chairman shall be qualified to join this group.

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

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

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 April 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.

Article 5 (Member obligations)
Members shall have the following obligations.
1. Regular members shall be assigned to one or more working groups and positively engage in the activities of the group(s) as a member.
2. Obligations of Development Working Group members
(1) Members shall cooperate in the development and maintenance of software aimed at realizing at least one software function.
(2) Members shall observe the development schedule determined by the group.
3. Obligations of Investigation and Evaluation Working Group members
(1) Members shall conduct at least one cluster investigation and report the findings to the group.
(2) Regular members assigned to the group shall promptly report the results of their evaluation to the group, or make them public on the web.
4. Obligations of Application and Technical Support Working Group members
(1) When a problem or question posed by each member has been resolved, said member shall promptly organize the information and make it public on the web.
(2) Members shall report the state of application porting or information regarding cluster hardware that features the results of operation.
5. Obligations of Promotion and Diffusion Working Group members
(1) Members shall cooperate in realizing efficient management of the relevant working group under the chairperson and vice-chairperson.

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

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.