Constitution
Constitution of the Mormon Transhumanist Association Article I: Identity Section 1: Name The name of this organization shall be the Mormon Transhumanist Association (MTA), hereafter referred to as “the Association”. Section 2: Legal The Association shall be a 501(C)(3) nonprofit organization. Section 3: Affiliation The Association shall be an autonomous affiliate of the World Transhumanist Association (WTA) serving the Mormon interest group. The Association shall not be formally affiliated with any religious organization, but shall support members of the Association in their personal affiliations with religious organizations and encourage them to adapt the purpose of the Association to the doctrines and practices of their religious organizations. Section 4: Contact The principal office of the Association shall be located in Salt Lake County, State of Utah, United States of America. The Association shall publish and maintain email, web site and post office box addresses. Article II: Purpose Section 1: General The purpose of the Association shall be to promote the Transhumanist Declaration and the Mormon Transhumanist Affirmation in support of the WTA Purpose. Section 2: WTA Purpose The goal of the World Transhumanist Association is to support discussion and public awareness of emerging technologies, to defend the right of individuals in free and democratic societies to adopt technologies that expand human capacities, and to anticipate and propose solutions for the potential consequences of emerging technologies. Section 3: Transhumanist Declaration (1) Humanity will be radically changed by technology in the future. We foresee the feasibility of redesigning the human condition, including such parameters as the inevitability of aging, limitations on human and artificial intellects, unchosen psychology, suffering, and our confinement to the planet earth. (2) Systematic research should be put into understanding these coming developments and their long-term consequences. (3) Transhumanists think that by being generally open and embracing of new technology we have a better chance of turning it to our advantage than if we try to ban or prohibit it. (4) Transhumanists advocate the moral right for those who so wish to use technology to extend their mental and physical (including reproductive) capacities and to improve their control over their own lives. We seek personal growth beyond our current biological limitations. (5) In planning for the future, it is mandatory to take into account the prospect of dramatic progress in technological capabilities. It would be tragic if the potential benefits failed to materialize because of technophobia and unnecessary prohibitions. On the other hand, it would also be tragic if intelligent life went extinct because of some disaster or war involving advanced technologies. (6) We need to create forums where people can rationally debate what needs to be done, and a social order where responsible decisions can be implemented. (7) Transhumanism advocates the well-being of all sentience (whether in artificial intellects, humans, posthumans, or non-human animals) and encompasses many principles of modern humanism. Transhumanism does not support any particular party, politician or political platform. Section 4: Mormon Transhumanist Affirmation (1) We seek the spiritual and physical exaltation of individuals and their anatomies, as well as communities and their environments, according to their wills, desires and laws, to the extent they are not oppressive. (2) We believe that scientific knowledge and technological power are among the means ordained of God to enable such exaltation, including realization of diverse prophetic visions of transfiguration, immortality, resurrection, renewal of this world, and the discovery and creation of worlds without end. (3) We feel a duty to use science and technology according to wisdom and inspiration, to identify and prepare for risks and responsibilities associated with future advances, and to persuade others to do likewise. Article III: Members Section 1: Designations Members of the Association shall be of two classes. (a) Basic Member: an individual who wishes to be identified with and promote the purpose of the Association. (b) Voting Member: a basic member who qualifies to vote in elections and for other acts of the members, as well as for voting membership in the WTA. Section 2: Qualifications (a) Basic Member 1. Support the Transhumanist Declaration. 2. Support the Mormon Transhumanist Affirmation. (b) Voting Member 1. Qualify as a basic member. 2. Contribute annual dues of $100, of which a portion shall be used as payment for membership dues in the WTA. Students, unemployed, retired and residents of lessdeveloped countries may contribute reduced annual dues of $40, of which a portion shall be used as payment for membership dues in the WTA, or an in-kind donation approved by the Board of Directors. Section 3: Duties (a) Basic Member 1. Promote the purpose of the Association. (b) Voting Member 1. Promote the purpose of the Association. 2. Participate in elections and other acts of the members. Article IV: Directors Section 1: Number The Association shall have nine directors and collectively they shall be known as the Board of Directors. Section 2: Qualifications Directors shall be at least 24 years of age, and shall be voting members in good standing with the Association. Section 3: Powers Subject to the provisions of law and this Constitution relating to action required or permitted to be taken or approved by the voting members, the activities and affairs of the Association shall be conducted and all organizational powers shall be exercised by or under the direction of the Board of Directors. Section 4: Duties It shall be the duty of the directors to: (a) Perform any and all duties imposed on them collectively or individually by law or by this Constitution; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in this Constitution, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Association; (c) Supervise all officers, agents and employees of the Association to assure that their duties are performed properly; (d) Meet at such times and manner as required by this Constitution; (e) Register their email and physical addresses with the Secretary, and notices of meetings emailed to them shall be valid notices thereof. Section 5: Term Each director elected in the regular Board of Directors election each April shall hold office for a period of three years and until his or her successor is elected and qualifies. Three of the nine directors shall be up for election each April. Directors elected in by-elections, to replace Board of Directors vacancies, shall serve until the completion of the term of their predecessor. Section 6: Compensation Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of directors. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Section 7: Meetings Meetings shall be held via email and other electronic fora, and all business will be conducted online. Meetings shall be conducted in an ongoing fashion, stopping before the election of a new Board of Directors, and resuming after the election of each new Board of Directors. Directors shall be elected by the voting members, using electronic balloting. Section 8: Quorum A quorum for an online meeting of the Board of Directors shall exist if two thirds of the directors are receiving their email, and have not informed the President or Secretary that they will be unable to read their email for the specified period. Except as otherwise provided under this Constitution, or provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not receiving their email, or otherwise electronically participating, and the only motion which the President shall entertain at such a meeting is a motion to adjourn. Section 9: Voting Each director is entitled to one vote on each matter submitted to a vote by the Board of Directors. Voting at duly held online meetings shall be conducted electronically. Every act or decision done or made by a simple majority vote of a quorum is the act of the Board of Directors, unless otherwise required by law or this Constitution. An act of the Board of Directors may be overridden by a simple super majority vote of voting members, which may be overridden by an absolute super majority vote of the Board of Directors, which may be overridden by an absolute majority vote of voting members, which may be overridden by an absolute unanimous vote of the Board of Directors, which may be overridden by an absolute super majority vote of voting members. For the purpose of all votes held by the Association, both by the voting members and by the Board of Directors, a simple majority shall constitute one vote more than 50% of all votes cast, an absolute majority shall constitute one vote more than 50% of the total number of eligible voters, a simple super majority shall constitute one vote more than 66.66% of all votes cast, an absolute super majority shall constitute one vote more than 66.66% of the total number of eligible voters, a simple unanimous shall constitute votes equal to all votes cast, and an absolute unanimous shall constitute votes equal to the total number of eligible voters. The number of all votes cast shall include formal abstentions. Section 10: Conduct Meetings of directors shall be presided over by a President of the Board of Directors, or if there is no President of the Board of Directors or in her or his absence, by a Vice President of the Board of Directors, or in the absence of all of these persons, by a President chosen by a majority of the directors present at the meeting. The Secretary shall act as Secretary of all meetings, provided that, in her or his absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Section 11: Vacancies Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the President of the Board of Directors, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Association would then be left without a duly elected director or directors in charge of its affairs, except within accordance to law. Directors may be removed from office, with or without cause, as permitted by and in accordance with the law. Unless otherwise prohibited by this Constitution or provisions of law, vacancies on the Board of Directors may be filled by a by-election from among the voting members. A person elected to fill a vacancy on the Board of Directors shall hold office until the end of the term of the person they are replacing, or until his or her death, resignation or removal from office. Section 12: Nonliability The directors shall not be personally liable for the debts, liabilities, or other obligations of the Association. Section 13: Indemnification The directors and officers of the Association shall be indemnified by the Association to the fullest extent permissible under the law. Section 14: Insurance Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a director, officer, employee or other agent of the Association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Association would have the power to indemnify the agent against such liability under this Constitution or provisions of law. Article V: Officers Section 1: Designations The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. The Association may also have other such officers with such titles as may be determined from time to time by the Board of Directors. Section 2: Qualifications Any voting member, including any director, may serve in any number of offices of the Association. Section 3: Election and Term Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Section 4: Removal and Resignation Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Association. Section 5: Vacancies Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board of Directors shall fill the vacancy by election. Vacancies may or may not be filled as the Board of Directors shall determine. Section 6: Duties of President The President shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Association and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law or this Constitution, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as President of the Board of Directors, the President shall preside at all meetings of members, directors and officers of the Association. Except as otherwise expressly provided by law or this Constitution, he or she shall, in the name of the Association, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. Section 7: Duties of Vice President In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law or this Constitution, or as may be prescribed by the Board of Directors. Section 8: Duties of Secretary The Secretary shall: Certify, and keep at the principal office of the Association or at such other place as the Board of Directors may determine, a copy of this Constitution as amended or otherwise altered to date. Keep at the principal office of the Association or at such other place as the Board of Directors may determine, a meeting record for all meetings of members, directors and officers of the Association, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof. See that all notices are duly given in accordance with the provisions of this Constitution or as required by law. Be custodian of the records of the Association. Keep at the principal office of the Association or at such other place as the Board of Directors may determine, a membership record containing the name, address, class of membership, and any termination date of each member of the Association. Exhibit at all reasonable times to any director, or to his or her agent or attorney, on request thereof, this Constitution, the meeting record, and the membership record. Request, collect and archive conflict of interest annual statements from all directors and officers of the Association, as outlined in article IX section 6. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, this Constitution, or which may be assigned to him or her from time to time by the Board of Directors. Section 9: Duties of Treasurer The Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the Association from any source whatsoever. Disburse, or cause to be disbursed, the funds of the Association as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the Association, or to his or her agent or attorney, on request therefor. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. Conduct and record results of periodic reviews of conflict of interest, as outlined in article IX section 7. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by this Constitution, or which may be assigned to him or her from time to time by the Board of Directors. Section 10: Compensation The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of the Association shall be reasonable and given in return for services actually rendered to or for the Association. Article VI: Meetings Section 1: General Meetings of members shall be held online in a continuous electronic fashion. Physical meetings of members shall also be held at least annually, with accommodations made for members of the Association who wish to participate online. Section 2: Elections An election shall begin each year on the first day of April among voting members through electronic balloting for the purpose of electing directors to the Board of Directors by way of any required electoral orders. If there are no electoral orders, all director candidates shall be elected. If there is one electoral order, all voting members shall nominate and vote for director candidates; director candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. If there is more than one electoral order, each electoral order before the last is for the purpose of nominating and electing electors for the next electoral order. In the first electoral order, all voting members shall nominate and vote for elector candidates; elector candidates receiving the highest number of votes up to the number of electors to be elected shall be elected. In each electoral order between the first and last, if any, all electors elected in the previous electoral order shall nominate and vote for elector candidates; elector candidates receiving the highest number of votes up to the number of electors to be elected shall be elected. The last electoral order is for the purpose of nominating and electing directors to the Board of Directors. In the last electoral order, all electors elected in the previous electoral order shall nominate and vote for director candidates; director candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. The number of electoral orders shall be calculated as follows: 1. If the number of voting members is less than or equal to the number of seats on the Board of Directors then the number of electoral orders shall be zero. For example, if the number of voting members is nine, and the number of directors to be elected is nine, then the number of electoral orders shall be zero. 2. If the number of voting members is greater than the number of seats on the Board of Directors to the power of a given whole number greater than zero, X, and less than or equal to the number of seats on the Board of Directors to the power of X plus one, then the number of electoral orders shall be X. For example, if the number of voting members is between 10 and 81, and the number of seats on the Board of Directors is nine, then the number of electoral orders shall be one; if the number of voting members is between 82 and 729, and the number of seats on the Board of Directors is nine, then the number of electoral orders shall be two; if the number of voting members is between 730 and 6561, and the number of seats on the Board of Directors is nine, then the number of electoral orders shall be three. The number of electors to be elected in an electoral order shall be calculated as follows: 1. The number of electors in any first electoral order shall be the number of voting members. For example, if the number of voting members is 10, and the number of seats on the Board of Directors is nine, then the number of electors in the first electoral order is 10; if the number of voting members is 6562, and the number of seats on the Board of Directors is nine, then the number of electors in the first electoral order is 6562. 2. The number of electors in any electoral order after the first shall be the number of seats on the Board of Directors to the power of Y, where Y is the total number of electoral orders plus one minus the number of electoral orders already passed. For example, if there are two electoral orders, and the number of seats on the Board of Directors is nine, then the number of electors in the second electoral orders is 81; if there are three electoral orders, and the number of seats on the Board of Directors is nine, then the number of electors in the second electoral order is 729 and the number of electors in the third electoral order is 81. The duration of an electoral order shall be calculated as follows: 1. The number of days for nominations shall be two. 2. The number of days for discussion shall be two to the power of Y, where Y is the total number of electoral orders plus one minus the number of electoral orders already passed. For example, if there is one electoral order, and the number of seats on the Board of Directors is nine, then the number of days for discussion is four; if there are two electoral orders, and the number of seats on the Board of Directors is nine, then the number of days for discussion for the first electoral order is eight and the number of days for discussion for the second electoral order is four; if there are three electoral orders, and the number of seats on the Board of Directors is nine, then the number of days for discussion for the first electoral order is sixteen, the number of days for discussion for the second electoral order is eight, and the number of days for discussion for the third electoral order is four. 3. The number of days for voting shall be three. Section 3: Notice Unless otherwise required by law or this Constitution, notice stating the need to conduct an online discussion and decision-making shall be delivered not less than three days before the conducting of said discussion and polling. The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board of Directors at the time notice is given. Section 4: Quorum The presence of a quorum for purposes of electronic decision-making shall consist of 51% of the voting members being subscribed to the electronic forum in which the discussion and decision takes place. Except as otherwise required by law or this Constitution, no business shall be considered by the voting members at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such a meeting is a motion to adjourn. Section 5: Voting Each voting member is entitled to one vote on each matter submitted to a vote by a voting member. Voting at duly held online meetings, including election of the Board of Directors, shall be conducted electronically. Every act or decision done or made by a simple majority vote of a quorum is an act of the members, unless otherwise required by law or this Constitution. An act of the members may be overridden by an absolute majority vote of the Board of Directors, which may be overridden by a simple super majority vote of voting members, which may be overridden by an absolute super majority vote of the Board of Directors, which may be overridden by an absolute majority vote of voting members, which may be overridden by an absolute unanimous vote of the Board of Directors, which may be overridden by an absolute super majority vote of voting members. Section 6: Conduct Meetings of members shall be presided over by the President of the Board of Directors, or if there is no President of the Board of Directors or in her or his absence, by the Vice President of the Board of Directors, or if there is no Vice President of the Board of Directors or in her or his absence, by the President, or if there is no President or in her or his absence, by the Vice President, or in the absence of all of these persons, by a President chosen by a majority of the voting members present at the meeting. The Secretary shall act as Secretary of all meetings, provided that, in her or his absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Article VII: Assets Section 1: Authorization The Board of Directors, except as otherwise required by law or this Constitution, may by resolution authorize any officer or agent of the corporation 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 2: Notes Except as otherwise required by law or specifically determined by resolution of the Board of Directors, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer and countersigned by the President. Section 3: Deposits All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4: Gifts The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or device for the nonprofit purposes of the Association. Section 5: Inurement No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, members, directors or officers of the Association, or trustees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Purpose of the Association. Section 6: Endowment One tenth of the net earnings of the Association shall be added to an endowment, from which funds may be used only by the vote of an absolute super majority of two-thirds of the voting members. Section 7: Dissolution In the event of the dissolution of the Association, all remaining funds and assets are to be released to such other organizations as are organized for purposes congruent with the Transhumanist Declaration and Mormon Transhumanist Affirmation. Article VIII: Records Section 1: Maintenance The Association shall keep at its principal office or at such other place as the Board of Directors may determine: (a) Meeting record for all meetings of members, directors and officers of the Association, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (c) Membership record containing the name, address, class of membership, and any termination date of each member of the Association; (d) A copy of this Constitution as amended or otherwise altered to date. (e) Conflict of interest annual statements from directors and officers of the Association, as well as a record of periodic reviews of conflict of interest. Section 2: Inspection Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Association and shall have such other rights to inspect the books, records and properties of the Association as may be required by law or this Constitution. Each and every voting member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a voting member: (a) To inspect and copy the Membership Record, at reasonable times, upon written demand on the Secretary, which demand shall state the purpose for which the inspection rights are requested. (b) To obtain from the Secretary, upon written demand on, and payment of a reasonable charge to the Secretary, a list of the names, addresses and voting rights of those voting members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the voting member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The list shall be made within a reasonable time after the demand is received by the Secretary or after the date specified therein as of which the list is to be compiled. (c) To inspect at any reasonable time the Meeting Record, upon written demand on the Secretary by the voting member, for a purpose reasonably related to such person's interest as a voting member. Members of the Association shall have such other rights to inspect the books, records and properties of the Association as may be required by law or this Constitution. Any inspection under the provisions of this Section may be made in person or by agent or attorney, and the right to inspection shall include the right to copy and make extracts. Section 3: Report The Board of Directors shall cause any annual or periodic report required under law to be prepared and delivered to an office of the state and to the members of the Association within the time limits set by law. Article IX: Conflict of Interest Policy Section 1: Purpose The purpose of the conflict of interest policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2: Definitions (a) Interested Person: Any director, officer, or member with delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. (b) Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 1. An ownership or investment interest in any entity with which the Association has a transaction or arrangement, 2. A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Section 3: Procedures (a) Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors. (b) Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The Board of Directors shall decide if a conflict of interest exists. (c) Procedures for Addressing the Conflict of Interest 1. An interested person may make a presentation at the meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2. The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the Board of Directors shall determine whether the Association can obtain with reasonable efforts 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 circumstances not producing 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 Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. (d) 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 possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 4: Records of Proceedings The minutes of the Board of Directors shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section 5: Compensation (a) A member of the Board of Directors who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation. (b) No director, officer or member with delegated powers, whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association is prohibited from providing information regarding compensation. Section 6: Annual Statements Each director, officer and member with delegated powers shall annually sign a statement which affirms such person: (a) Has received a copy of the conflict of interest policy, (b) Has read and understands the policy, (c) Has agreed to comply with the policy, and (d) Understands the Association is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Section 7: Periodic Reviews To ensure the Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. (b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Article X: Severability Section 1: General Should any of the provisions or portions of this Constitution be held unenforceable or invalid for any reason, the remaining provisions and portions of this Constitution shall be unaffected by such holding. Article XI: Amendments Section 1: General This Constitution may be amended by the vote of an absolute super majority of two-thirds of the voting members, provided that amendments have been presented to a quorum for thirty days.
