Articles Of Organization

Articles Adopted May, 2003

Article I Creation and Completion of Organization

DSLReports Team Discovery adopts the following Articles of Organization for Team Discovery Project Hope:

Section 1. Team Discovery Project Hope (hereinafter referred to as "TDPH") shall be an association with the powers, limitations, and restrictions contained in these articles of organization.

Section 2. This name may be designated with the acronym TDPH.

Article II Objects and Purposes

The objects and purposes of TDPH shall be:

To design, build, and operate computer systems for the use in distributed computing projects on behalf of DSLReports Team Discovery's interests.

Those projects are, but not limited to;

1. The Rothberg Institute For Childhood Diseases, dedicated to finding a cure for children suffering from Tuberous Sclerosis Complex (TSC).
2. The United Devices Cancer Research Project (UD).

Article III Powers

TDPH shall have power:

1. To adopt, alter, and use an official seal or logo.
2. To adopt, amend, and alter bylaws, not inconsistent with these articles of organization, for the regulation of its affairs.
3. To elect additional members.
4. To choose such officers, members of its Board, managers, agents, and employees as the business of the TDPH may require.
5. To control and administer any property, real or personal, necessary or proper for attaining the objects and carrying into effect the purposes of TDPH.
6. To make contracts for the performance of services and for the disposition of funds or property that is under its control.
7. To do any other acts and things, not inconsistent with these articles of organization, as may be necessary and proper to carry out the purposes of TDPH. Provided, however, that the foregoing powers shall not be construed to authorize any act that is inconsistent with Section 501(c) (3) of the Internal Revenue Code or comparable statutory tax-exemption provisions, or with the provisions of the Act of Incorporation of TDPH, as amended.

Article IV Principal Office; Scope of Activities

The principal office of TDPH shall be located in the City of New York, State of New York. The activities of TDPH may be conducted there or elsewhere.

Article V Membership

A person shall be qualified as a candidate for membership in TDPH if they have identifiable contributions or accomplishments in both of the following categories:

1. A registered member of DSLReports Team Discovery.
2. A monetary or equipment donation to TDPH.

Article VI Board; Composition; Responsibilities

Section 1. The composition, terms of office, and manner of election of the Board of TDPH shall be established by a democratic vote of the membership of TDPH.

Section 2. The Board shall be the governing body of TDPH and shall, during intervals between meetings of the members, be responsible for the general policies and programs of TDPH. The Board shall be responsible for the control of all funds administered by TDPH.

Section 3. The Board may authorize the payment of compensation to the officers and staff of TDPH for their services as may from time to time be appropriate. In addition, the Board may authorize reimbursement of the officers and members of the Board and of all committees for traveling and other incidental expenses incurred in carrying on the work of TDPH.

Article VII Officers

The officers shall be a chairperson, a secretary, a treasurer, and such other officers as may be necessary as prescribed in amendments to this document.

Article VIII Minutes; Financial Records

Section 1. TDPH shall keep minutes of the proceedings of its members, Board, and committees having authority under the Board. It shall also keep books and records of its financial transactions.

Section 2. After the close of each fiscal year, the accounts of TDPH shall be made available for audit by independent certified public accountants upon request of the membership of TDPH. A report of such audit shall be made to the membership of the TDPH.

Article IV Restrictions on Activities

No part of the income or assets administered by TDPH shall inure to any member or official of TDPH, or be distributable to any such person during the life of TDPH or upon its dissolution or final liquidation. Nothing in this section, however, shall be construed to prevent the payment of reasonable compensation to any such person as authorized in Section 3 of Article VI hereof.

Article X Use of Assets on Dissolution or Liquidation

Upon final dissolution or liquidation of TDPH, and after discharge or satisfaction of all the outstanding obligations and liabilities for which it is responsible, the remaining assets in the hands of TDPH shall be distributed in a manner that is consistent with the purposes of TDPH. Except as provided in Article XI hereof, such distribution shall be determined by the Membership of TDPH.

Article XI Disposition of Assets upon Incorporation

Should TDPH be incorporated independently at a later date, all permanent assets under its control (whether by way of endowment or otherwise) shall be transferred to such new corporation, provided that such transfer is not inconsistent with Section 501(c) (3) of the Internal Revenue Code and comparable statutory tax- exemption provisions. The disposition of any funds or property that TDPH is then administering shall be determined by agreement between the Board and the membership of TDPH.

Article XII Amendments

Any proposed amendment to these articles of organization shall be considered by the Board of TDPH and, if two-thirds of the Board approve the same, it shall be submitted to the Membership of TDPH, by notice given to all members of TDPH not less than thirty (30) days in advance, for final action at their next stated meeting. Members who are unable to attend that meeting may send their votes on the proposed amendment to the secretary, and such votes shall be counted as if the members were present. If the proposed amendment is approved by a majority of the votes cast, it shall be declared adopted.

Please review the Team Discovery Project Hope Bylaws - Adopted 03-XX-2004 - for further operating procedures

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