ARTICLES OF INCORPORATION OF
NATURIST
STUDIES INSTITUTE
I
—NAME
This
corporation is a nonprofit corporation organized under the Washington Nonprofit
Corporation Act for educational, scientific purposes, and sustainability
studies within the meaning of
Section 501(c) (3) of the Internal Revenue Code of 1954.
IV
—PURPOSES
The
purposes for which this corporation is organized are education,
research, and sustainability studies:
(1)
to instruct students in social
science content, research methods, and leadership;
(2)
to develop and implement distance learning methods to achieve quality
education;
(3)
to research and report issues of importance to the public;
(4) to
recruit volunteer faculty to develop
and teach innovative courses;
(5) to develop and establish
accreditation policies, procedures, requirements, program review, and accreditation status for
distance learning programs;
(6)
to develop, organize, coordinate, and host scholarly
workshops, seminars, trainings, and conferences;
(7)
to further the development and credibility of the Naturist Studies Institute through
fundraising and grant writing;
(8)
to transact any and all lawful business which corporations may conduct under the
Washington Nonprofit Corporation Act which is consistent with and in
furtherance of the educational, research, and sustainability purposes for which
this corporation is organized.
No
substantial part of the activities of the corporation shall be the carrying on
of propaganda, attempting to
influence legislation or participating in political campaigns or discriminate
against any individual on the basis of social
class, race, gender,
religion, age, veteran status, or sexual orientation.
V —REGISTERED OFFICE
The
initial registered office of this corporation shall be at
VI
—MEMBERSHIP
Section
1. The corporation shall have three classes of members, alumni , regular , and supporting
members, whose qualifications and rights shall be set forth in the By-Laws.
Section
2. Memberships in this
corporation shall be subject to dues, fees and assessments to carry on the
business of the corporation as determined by the Board of Directors in the
manner provided for in the By-Laws.
Section
1. The affairs of the corporation shall be managed by a Board of Directors, as
provided for in the By-Laws. The number of Directors
constituting the initial Board of Directors is three
(3) not to exceed ten (10).
Section
2. The Board of Directors
shall, in addition to their other powers, have the power to alter, amend or
repeal the By-Laws of the corporation and to adopt new By-Laws.
Section
3. The names and addresses of
the persons who are founding members to serve as the first Board of Directors,
or until their successors are
elected and qualified as provided for in the By-Laws are:
NAME ADDRESS
Elective Directors may
be appointed to a term by the Founding and Selected Directors, and said
appointed elective Director may then declare candidacy for a second term (See
Article II, Section 3).
VIII
—DISTRIBUTION OF EARNINGS
This
corporation is not organized for profit and no part of its earnings shall inure
to the benefit of any member or any individual. No member, director, officer or
employee of this corporation shall receive, or be lawfully entitled to receive,
any profit of any kind from the operation thereof excepting only reasonable
compensation for services actually rendered for the corporation in affecting one
or more of its authorized purposes.
IX
—DISSOLUTION AND LIQUIDATION
Upon dissolution or
liquidation of this corporation, all of its remaining assets, after payment of
its obligations shall have been made or provided for, shall be transferred and
distributed to one or more organizations organized and operated exclusively for
educational purposes as shall at that time qualify as an exempt organization
under Section 501(c) (3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law) or to
state or local governments for a public purpose, as the Board of Directors shall
determine.
X —INCORPORATORS
The
name and street address of each incorporator is as follows:
NAME ADDRESS
Christopher T. Winter,
IN WITNESS WHEREOF, we have
hereunto set our hands this 13th day of June, 1983.
By-Laws
Christopher T. Winter having
recognized the need for academic naturist education, research, scholarly educational
media, and naturism as a sustainability element , and to
that end having been incorporated
under the Washington Nonprofit Corporation Act, the Board of Directors of said
Corporation hereby establish the following as the By-Laws of Naturist
Studies Institute.
ARTICLE I.
MEMBERSHIP
Section
1.(a) Alumni Members
. Any individual who has completed the
certificate in naturist studies is eligible to become an alumni member
of the Naturist Studies Institute. There is no annual fee for
Alumni members.
(b)
Regular Members .
Any individual who is an interested in the non-profit work of the
Naturist Studies Institute. Annual fees, rights, obligations, and
responsibilities for regular members are established by the Board of
Directors.
(c) Supporting
Members. Any institution who is interested in the non-profit work of the
Naturist Studies Institute. Annual fees, benefits, obligations, and
responsibilities for Supporting Members are established by the Board
of Directors.
(d)
With the payment of annual membership dues to the corporation, members agree to subscribe to the by-laws, rules and regulations promulgated by
the corporation.
Section 2. Dues. The annual dues shall be fixed by the Board of Directors and are payable to the corporation on or before January 1. A membership in arrears for dues shall not be eligible for participation in Naturist Studies Institute iniatitives.
Section 3. Evidence of Membership . The Executive Director of the
corporation shall maintain an annual membership list.
ARTICLE II.
MEETINGS
OF MEMBERS
Section
1. Annual Meeting . The
annual meeting of the members of this Corporation shall be held at the place and
time determined by the Board of Directors. At least 10 days prior to the date of
each annual meeting of members, a notice by electronic submission shall set
forth the date, hour and place of the meeting by the Executive Director.
Section
2. Special Meeting. Special meetings of the members of the Corporation may
be called at any time by the President or by resolution of the Board of
Directors. It shall be the duty of the Executive Director to give notice of such
meeting to the members within five days following the call of the meeting.
Notices of special meetings of members shall contain a general statement of the
nature of the business to be transacted at the special meeting for which the
notice was given.
Section
3. Quorum. The presence in person by the authorized representative, or by
proxy, as defined in this section of one-fourth (1/4) of the regular members of
the corporation shall constitute a quorum for the transaction of business at any
meeting of members. The members present at a duly organized meeting of the
members may continue to do business until adjournment notwithstanding the
withdrawal of enough members to leave less than a quorum present.
Section
4. Voting Rights . Each
Alumni and Regular member is entitled to one vote at all regular
and special meetings of members. The authorized representative of a supporting
member shall be the Director or Department Head of that member
institution. who is entitled to one vote. Any other substitute delegate of
that supporting member must be
authorized by written proxy.
Section 5. Proxies. At all
meetings of members, a member may vote in person or by proxy executed in writing
by the member. Such proxy shall be filed with the Executive Director before or
at the time of the meeting. The proxy shall be valid for only one meeting.
Section
6. Mail Vote.
Any action required to be taken by the members may, when deemed necessary by the
President, be submitted to the members for a vote by electronic submission via
email.
ARTICLE III.
BOARD
OF DIRECTORS
Section
1. Number. The business of this corporation shall be managed by a Board of
Directors not to exceed ten Directors:
one founding Director, two selected
Directors, and seven which are
elective.
Section
2. Term of Office . All
elective terms of Directors shall be for three years commencing on June 1,
following election or for the remainder of an unexpired term in case of a
vacancy. No elective director shall serve more than two (2) consecutive terms.
Section
3. Vacancies. In case of a vacancy on the Board of Directors, the
Board shall appoint an interim Director to fill that vacancy to finish that term
of office. If a founding or
selected Director retires, resigns, is
voted off the Board by a 2/3 majority or is unable or incapable of filling
the duties of a Director that founding Director position becomes an elective
Director position.
Section 4. Meetings
. (a) All meetings of the Board of Directors shall be held at such place as
designated by resolution of the Board of Directors or by written consent of all
members of the Board of Directors.
(b)
The Board of Directors shall hold four (2) regular meetings during the year for
the purpose of transacting such business as may properly come before the
meetings.
(c)
Special meetings of the Board of Directors may be called for any purpose at any
time by the President, or by the Vice-President, or by any two Directors.
(d)
The presence at a meeting of a majority (2/3) of the members of the Board of
Directors shall be necessary to constitute a quorum for the transaction of
business, and the act or decision of a majority of the Directors present at a
meeting, duly held at which a quorum is present, shall be regarded as the act or
decision of the Board of Directors.
(e)
Any action required or permitted to be taken by the Board of Directors at a
meeting may be taken without a meeting if a consent in writing setting forth the
action so taken shall be signed by all of the Directors.
(f)
The Board of Directors, or any committee appointed by the Board, may hold a
meeting by means of a conference telephone call or chat of which all
persons participating in the meeting can synchronously hear each other
or read the intent of members, and participating by such means shall constitute
presence in person at a meeting.
Section
5. Compensation . Members of the Board
of Directors shall not receive any salary or compensation for their services as
Directors; but by resolution of the Board of Directors, expenses incurred by
Directors while performing corporation business, may be paid to them.
Section
6. Powers and Duties of
Directors . The affairs of the corporation shall be managed by the Board of
Directors. In carrying out its duties, the Board shall, in addition to its
general powers, have the power to:
(a)
Make provisions for, adopt rules, regulations, and standards for education,
research projects, social justice, and sustainability programs.
(b) Interpret by majority vote any provision
of these By-Laws and such
other rules and regulations as are adopted by the Corporation.
(c) To provide for the
hearing and determination of all protests, appeals and charges submitted to the
corporation, and reprimand, fine, suspend or terminate any member, employee, or
contractor for violation of the rules and regulations of the corporation.
(e)
Suspend or expel any member,
employee, or contractor under the jurisdiction of the corporation and discipline
any party in case of violation of the rules and regulations of the corporation.
Section
7. Conflict of Interest . When a
member of the Board of Directors may have a conflict of interest regarding any
matter under consideration by the Board of Directors, the other Board members
shall decide the issue.
Section
8. Surety Bond . The
Board of Directors shall provide an adequate surety bond for the Executive Director and/or
all other persons who handle funds in which the Naturist Studies Institute has a vested
interest.
ARTICLE IV.
OFFICERS
Section
1 .Number. The officers of this corporation shall be a President and a
Vice President, who shall be members of the Board of Directors.
Section
2. Election. The officers shall be elected by the Board of Directors
annually at the first regular meeting of the Board of Directors held in each
fiscal year.
Section
3. Vacancies. A vacancy in any office may be filled at any regular or
special meeting of the Board of Directors. A lapse of membership, participation,
or resignation shall constitute a vacancy in that office.
Section
4. Powers and Duties.
(a)
President . The President
shall preside at meetings of members and at meetings of the Board of Directors
and shall have such powers and duties as are or shall be prescribed by the Board
of Directors or the By-Laws.
(b)
Vice President . In the
absence or disability of the President, the Vice President shall perform all
duties of the President and have such other powers and duties as are or shall be
prescribed by the Board of Directors or the By-Laws.
(c) Secretary. The Secretary shall be responsible for calling a meeting at the request of the President and for recording minutes and maintaining their archive and shall have such powers and duties as prescribed the Board of Directors or the By-Laws.
(d)
Treasurer. The
Treasurer shall be responsible for accurately accounting for receipts and
expenditures and shall have such powers or duties as are or shall be prescribed
the Board of Directors or the By-Laws.
(e) Director of Conservation and Sustainability Issues. The Director shall be responsible for networking with conservation organizations, fundraising, providing informed input into programming, and carrying out the directives of the Board.
(f) Director of Public Lands Freedom, Access & Recreation Issues. The Director shall be responsible for networking with public lands and recreational organizations, fundraising, providing informed input into programming, and carrying out the directives of the Board.
(g) Director of Body Freedom & Social Justice Issues. The Director shall be responsible for networking with body freedom, social justice, and equality organizations, fundraising, providing informed input into programming, and carrying out the directives of the Board.
(h) Director of Research and Scholastic Writing. The Director shall be responsible for networking with professional academic associations, editor of the Journal of Body Freedom and Public Lands, fundraising, and providing informed input into programming, and carrying out the directives of the Board.
(i) Director of Distance Education and Curriculum. The Director shall be responsible for networking with external academic institutions, advancing accreditation for educational curriculum, review curriculum, providing informed input on best practices and aiding the writing and implementation of distance learning curriculum.
(j) Director of Marketing and Outreach. The Director shall be responsible for providing informed input and coordinating the issues of the Naturist Studies Institute into a coherent package to reach new membership and achieve organizational goals.
(k)
Director of Legal Issues
ARTICLE V.
EXECUTIVE
DIRECTOR
Section
1. Appointment. The Board of Directors
shall appoint an Executive Director who shall be responsible to the Board of
Directors for the detailed management of the Corporation and shall serve at the
pleasure of the Board of Directors.
Section 2. Duties . The duties of the Executive Director shall be to:
(a) manage the day to day affairs of
the Institute.
(b)
have custody of all funds, records and property of the Corporation.
(c) collect all dues, fees, fines and assessments due the Corporation and keep complete and accurate records thereof.
(e) write and submit grants, and engage in fundraising, to further the mission of the Institute.
(f)
provide leadership, hire and fire employees, establish programs, and is
the public spokesperson for the Institute.
(g) perform the duties of Secretary of the Corporation and keep a book of the minutes at the Corporate office of all meetings of the members and Board of Directors and act as Treasurer.
Section 3. Compensation. The compensation of the Executive Director shall be established by the Board of Directors but
(a) said compensation shall not exceed that which is comparable to other non-profit Executive Directors positions relative to that particular non-profit organizations relative stage of development or exceed $30,000 per annum.
ARTICLE VI.
MISCELLANEOUS
Section
1. Corporate Seal. The corporate seal of this corporation shall contain
the following wording and be in the following form, to-wit:
Section
2. Fiscal Year. The fiscal year of the corporation shall begin on the 1st
day of June and end on the 31st day of May in each year.
Section
3. Contracts . The Board of Directors
may authorizes any officer or agent
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances.
Section
4. Loans. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
Section
5. Checks, Drafts, etc. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
corporation, shall be signed by such officer or officers or agents of the
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section
6. Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE
DISSOLUTION
OR WINDING UP
In
the event of the dissolution or winding up of the affairs of this corporation as
described in Article
ARTICLE VIII.
RULES AND REGULATIONS
Rules and regulations
governing the activities and programs of the Naturist Studies Institute may be
adopted, amended or repealed from time to time by the Board of Directors or
Members in the manner set forth below in Article XI.
ARTICLE IX
AMENDMENTS
Section
1. Action by Board of
Directors . Pursuant to the provisions of Article IX, Section 2, of the
Articles of Incorporation of this corporation, and Article VII of these By-Laws,
the power to repeal and amend the By-Laws and adopt new By-Laws, or to adopt,
amend or repeal Rules and Regulations, shall be vested in the Board of
Directors.
Section
2. Procedures for Action by Board.
(a) The By-Laws may be
adopted, amended or repealed at any regular or special meeting of the Board of
Directors upon a two-thirds (2/3) vote of the Directors at any such meeting duly
called and held. Rules and Regulations may be adopted, amended or repealed at
any regular or special meeting of the Board of Directors upon a majority vote. A
By-Law or Rule or Regulation so adopted or amended shall become effective on
June 1 of the following year unless an earlier effective date is provided.
(b)
Any proposed adoption or amendment to a By-Law or Rule or Regulation submitted
to the Board of Directors for consideration and action by the Board, shall be
introduced only at one of the two regular meetings, but shall not be acted upon
by the Board of Directors until a subsequent regular or special meeting of the
Board of Directors.
Section
3. Limitation of Authority . The
authority granted to the Board of Directors to make, amend or repeal these
By-Laws and Rules and Regulations shall not extend to or be interpreted to
permit the adoption by the Board of Directors of any amendment fixing the
qualification, classification, term of office or compensation of Directors, and
any amendment of that nature may only be adopted by the members at an annual
meeting of members or at a special meeting of members duly called for that
purpose, by the affirmative vote of at least two-thirds (2/3) of the members.
Section
4. Revocation of Authority . The
authority extended to the Directors to adopt, repeal and amend the By-Laws and
Rules and Regulations may be revoked at an annual meeting of members or at a
special meeting of members duly called for that purpose, by the affirmative vote
of at least two-thirds (2/3) of the members.
Section
5. Action by Members .
This authority delegated to the Board of Directors shall not be exclusive. The
members may, by a two-thirds (2/3) vote, adopt, repeal or amend the By-laws.
Rules and Regulations may be adopted, amended or repealed by a majority vote at
the annual meeting of members or at any special meeting duly called for that
purpose.
Section
6 .Procedures of Action by Members. The
members shall have the authority to adopt, amend or repeal a By-Law of the
Association by a two-thirds (2/3) affirmative vote subject to the following:
(a) Proposed amendments
shall only be submitted to the
Executive Director.
(b) Proposed amendments
shall be submitted in writing no later than February 15. Proposed amendments
shall be distributed to all of the members by the Executive Director no later
than March 1.
(c) Proposed amendments by
the members shall only be voted upon at an annual meeting and any By-Law or Rule
or Regulation adopted at such a meeting shall not become effective until June 1
of the following year unless an earlier effective date is provided.
(d)
Proposed amendments by the members that pertain to rules and regulations of
specific activities shall be voted on at the annual meeting by the membership.