Code of Regulations

CODE OF REGULATIONS
OF
GRAPH FOUNDATION, INC.

Article 1.  Mission Statement.

The mission of Graph Foundation, Inc., an Ohio not for profit corporation, is to further, at no charge, the Open Source development and distribution of graph technology in the areas of software, storage, networking, clustering, parallel and distributed computation, query processing, analytics, visualization, machine learning, artificial intelligence and cloud accessibility, while serving the community with mentoring, leadership and vision for a healthy graph ecosystem.

Article 2.   Members

The members of the Board of Directors shall for the purposes of Chapter 1702 of the Ohio Revised Code, be deemed to be the initial Members of the Corporation in accordance with the provisions of Section 1702.14 of the Ohio Revised Code.   The Board of Directors may further, by majority vote, establish and adopt member classes and regulations, as well as admit and/or remove additional members, as they shall determine.

Article 3.   Board of Directors

A.        Governance.  The corporate powers, property, and affairs of the Corporation, subject to the limitations contained in the General Code, the articles or regulations, shall be exercised, conducted, and controlled by the Board of no less than three (3) Directors and no more than seven (7) Directors.  The number of Directors may be changed by a vote at any annual meeting.  New Directors shall be chosen by existing Directors, excluding those Directors whose terms are ending.

Election of Directors shall take place at the annual meeting of the Board of Directors, or at a special meeting called for that purpose, and shall be by ballot or voice vote, at the discretion of the meeting chair.  Terms of the Directors shall begin the first of the month following the annual meeting.  Directors shall be elected for two (2) year terms and shall remain in office until their successors are elected and qualified.

A vacancy on the Board of Directors during the term of a director shall be filled by the remaining Directors, which such replacement shall complete the term of the vacated seat.

A majority of the number of Directors will constitute a quorum and any action taken must be with the agreement of the majority of the number of Directors in office.

B.        Directors-Liability and Indemnification.

(1)  A Director shall not be liable, responsible, or accountable, in damages or otherwise, to any other Director, officer, or to the Corporation, for any act performed by the Director with respect to Corporate matters, except for fraud, gross negligence, or an intentional breach of the Corporation’s Code of Regulations.

(2)  The Corporation shall indemnify each Director for any act performed by the Director with respect to Corporate matters, except for fraud, gross negligence, or an intentional breach of the Corporation’s Code of Regulations.

Article 4.   Qualifications of Directors

Any person who supports the purposes of the Corporation is eligible to become a Director of the Corporation.

Article 5.   Meetings of Directors

Regular meetings of the Directors shall be held quarterly or more often as determined by a vote of the Directors.

The annual meeting of the Directors for the purposes of electing Directors shall be held in the first quarter of each year.

The President or at least two Directors may call a special meeting of the Corporation.  Except as otherwise required or provided by law, notice of a Directors’ meeting shall be given not more than sixty (60) and not less than seven (7) days before the date specified for the meeting.  Such notice shall be given in writing by personal delivery, facsimile, electronically, or by regular mail addressed to the Director at the Director’s address as it appears on the books of the Corporation.  Each meeting notice shall include the time and place of the meeting along with a brief statement as to the purpose of such meeting.

Article 6.   Voting

The Directors may vote at elections and on any other matters in person, by mail, by personal delivery, by facsimile, electronically, or by any other authorized means of communication as defined by Section 1702.01 of the Ohio Revised Code.

Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing, and such writing is filed with the minutes of the proceedings of the board or committee.  Such consent shall have the same effect as a unanimous vote.

Article 7.   Executive Committee

The Directors who are also officers shall serve as an Executive Committee, who shall have charge of the management of the business and affairs of the Corporation between the meetings of the Directors.  The Executive Committee shall have the authority to generally carry out the business of the Corporation, excepting that of incurring debt beyond the general and customary expenses without specific authorization of the Board of Directors.  The Executive Committee shall be under the supervision and control of the Board of Directors at all times and shall report their actions to said Board which such actions will become part of the records of the Corporation.

Article 8.    Officers; Compensation

The executive officers of the Corporation who shall be elected by the Directors shall be a President, Vice-President, Secretary, and Treasurer.  None of the officers are required to be Directors, but Directors may serve as officers.  Any two or more offices may be held by the same person, save and excepting the offices of President and Vice-President.  Such officers shall be elected for one (1) year, and until their successors are elected and qualified.  Officers may be removed by the Board whenever, in its judgment, the best interests of the corporation will be served thereby.  Officer vacancies shall be filled by election by the Directors, which replacement shall complete the term of the previous officer.

The officers shall not be compensated for their duties.

A.        Officers-Liability and Indemnification

(1).  An officer shall not be liable, responsible, or accountable, in damages or otherwise, to any other officer, director, or to the Corporation, for any act performed by the officer with respect to Corporate matters, except for fraud, gross negligence, or an intentional breach of the Corporation’s Code of Regulations.

(2).   The Corporation shall indemnify each officer for any act performed by the officer with respect to Corporate matters, except for fraud, gross negligence, or an intentional breach of the Corporation’s Code of Regulations.

Article 9.   Duties of President

The President shall preside over all meetings of the Directors, sign the records thereof, and in general perform all the duties usually incident to such officer, or which may be required by the Directors.

Article 10.   Duties of the Vice President

The Vice-President shall perform all the duties of the President in case of the absence, death or disability of the President.

Article 11.   Duties of Secretary

It shall be the duty of the Secretary to keep an accurate record of the acts and proceedings of the Directors, give all notices required by law and by the Directors, and keep proper books of accounts, on the expiration of his or her term of office, deliver all books, papers and property of the Corporation in his hands to his successor or to the President, and in general to perform all duties usually pertaining to the office.

Article 12.   Duties of Treasurer

The Treasurer shall receive and safely keep all money belonging to the Corporation, and disburse the same, under the direction of the Board of Directors; shall keep accurate account of the finances of the Corporation in books specially to be provided for that purpose, and hold the same open for inspection and examination by the Directors and any Committee appointed for such inspection, and shall present abstracts of the same at annual meetings of Directors or at any other meetings when requested; and on the expiration of his or her term shall deliver all money and other property of the Corporation in his or her hands to a successor or the President.

Article 13.    Committees

The Board of Directors or the President shall have the right to appoint committees to carry out specific functions of the Corporation.  The scope and authority of any committee shall be determined and conferred upon it by the creating authority.

Article 14.   Conflict of Interest Policy

A.  Definitions

(1).  Interested Persons: Directors, principal officers, or committee members of the Corporation.

(2). Family Relationship: The spouse, ancestors, children, grandchildren, great grandchildren, siblings (whether by whole or half-blood) of Directors, principal officers and committee members, and the spouses of children, grandchildren, great grandchildren, and siblings.

(3). Financial Interest: An ownership or investment interest or a compensation arrangement between an Interested Person with any entity with which the Corporation has a transaction or arrangement.

B.  Duty to Disclose.  In connection with any actual or possible conflict of interest, Interested Persons must disclose the existence of a Financial Interest or Family Relationship and be given the opportunity to disclose all material facts to the Directors and members of committees considering the proposed transaction or arrangement.

C.  Determining Whether a Conflict of Interest Exists.  After disclosure of the Financial Interest or Family Relationship and all material facts, and after any discussion with the Interested Person, such person shall leave the meeting where such topic is being discussed while the determination of a conflict of interest is discussed and voted upon.  The board members shall decide if a conflict of interest exists.  Having a Financial Interest or a Family Relationship is not a conflict of interest per se until determined to be so by the Board of Directors.

D.  Procedures for Addressing the Conflict of Interest

(1).   An Interested Person may make a presentation at the Board of Directors meeting but shall leave the meeting during the discussion and vote on the transaction or arrangement involving the possible conflict of interest.

(2). The Chairperson of the Board of Directors may appoint a committee or disinterested person to investigate alternatives to the proposed transaction or arrangement.

(3).  After exercising due diligence, the Board of Directors shall determine whether the Corporation can reasonably obtain a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

(4).  If a more advantageous transaction or arrangement is not reasonably possible under the circumstances (and which does not produce a conflict of interest), the Board of Directors shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable.  In so making the above determination, the Board of Directors shall make its decision as to whether to proceed in authorizing the proposed transaction or arrangement.

E.  Violations of the Conflict of Interest Policy

(1).  If the Board of Directors has reasonable cause to believe a member has failed to disclose actual or potential conflicts of interest, it shall inform the member of the basis for such belief and afford the member the opportunity to explain the alleged failure to disclose.

(2).  If the Board of Directors has afforded the member the opportunity of a response, and after making further investigation as warranted under the circumstances, and determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

F.  Records of Proceedings: The minutes of the Board of Directors (and any other authority conferred with Board delegated powers) shall contain the following:

(1).  The names of the persons who disclosed or were found to have a Financial Interest or Family Relationship in connection with a possible conflict of interest, the nature of the Financial Interest or Family Relationship, any actions taken to determine whether a conflict of interest was present, and the decision of the Board of Directors as to whether a conflict of interest was found to be in existence.

(2).  The names of the person who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternative to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article 15.   Regulations; Amendment

These regulations may be repealed or amended by the assent thereto in writing of at least two-thirds of the Directors at a Directors’ meeting whereby notice has been given as provided for in Article 5.

WRITTEN APPROVAL OF ADOPTION OF REGULATIONS

We, the undersigned Incorporators of Graph Foundation, Inc. do hereby approve the adoption of the foregoing regulations for the government of said corporation on this 22nd day of June, 2018.

(signed)
Bradley Nussbaum, President

(signed)
Benjamin Nussbaum, Vice President