Board of Directors, advisors

 
THE CONSTITUTION AND BYLAWS OF GLOBAL DEACTIVATION OF RADIATION, Corp.

(A FLORIDA NOT FOR PROFIT CORPORATION)
 
 

ARTICLE ONE

Organization

The name of the organization shall be GLOBAL DEACTIVATION OF RADIATION, Corp. 

ARTICLE TWO

Purposes

This corporation is organized pursuant to the corporations Not for Profit Law of the State of Florida. 

ARTICLE THREE. PURPOSES

Section 1: The purposes for which this organization is organized are exclusively for religious, charitable, scientific, literary and educational 

Within the meaning of section 501 ( c ) ( 3 ) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law, and include: 

Section 2: To procure and secure funds necessary to provide education, research and funding, more specifically shall be to encourage education and research and to sponsor research meetings, Internet research for the communication of environmental education and research activities of special interest to environmentalist, scientist and the public in the United States and throughout the world. 

Section 3: To initiate fund raising and solicit private and governmental funds, erect, construct, purchase, sell, repair, improve, maintain, and operate facilities conducive to implementation of G.D.R. (Global Deactivation of Radiation research programs), grants, college tuition, science scholarships, graduate fellowships, post doctoral fellowships, educational research scholarships and Internet research in environmental science and art related to finding ways to implement research and research findings in the deactivation, neutralization and / or safely handle radiation waste, radiation, harmful radiation, nuclear radiation , nuclear radiation waste. 

Section 4: To engage in any and all activities that corporations not for profit are authorized to conduct under the laws of the State of Florida provided they are not activities which are not permitted to be carries on by not for profit corporations under the Internal Revenue Code. 

Section 5: This corporation shall have and exercise all rights and powers conferred. 

Section 6: The corporation shall set fees and charges for the services, rights and benefits provided by the Corporation to the Supporting Organizations and others, with the goal of fully recovering the reasonable costs of the operation of the Corporation and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of the Corporation. Such fees and charges shall be fair and non-discriminatory, and shall be published on the Web Site in a sufficiently detailed manner so as to be readily accessible.

ARTICLE FOUR - MEMBERSHIP

Section 1: (This Article is reserved for use should the Corporation elect to have members in the future.) 

ARTICLE FIVE - ANNUAL MEETING

Section 1: Annual Meeting. The Board of Directors who shall also set the time and place shall set the date of the regular annual meeting. 

Section 2: Special Meetings. The Chair or at least 1/3 of the Board of Directors may call special meetings. 

Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, E-mail or telecommunication devices, not less than ten days before the meeting. 

ARTICLE SIX - BOARD OF DIRECTORS

Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of the organization, and delegate's responsibility for day-to-day operations to the organizations Directors and committees. The Board shall have up to 12 officers and not fewer than 3 officers. The board receives no compensation other than reasonable expenses or where the board elects to compensate board directors for day to day operations or work rendered. 

Section 2: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors. 

Section 3: Terms. All Board members shall serve two-year terms, but are eligible for re-election. 

Section 4: Quorum. A quorum must be attended by at least 1/3 percent of the Board members before business can be transacted or motions made or passed. 

Section 5: Notice. An official Board meeting requires that each Board member have written notices two weeks in advance. 

Section 6. Officers and Duties. There shall be four officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. 

Their duties are as follows: 

The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the Board Directors to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer. 

The Vice-Chair will chair committees on special subjects as designated by the board. 

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained. 

The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, and help develop fundraising plans, and make financial information available to Board members and the public. 

Section 7: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term. 

Section 8: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three un-excused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors. 

Section 9: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. The Secretary shall send out notices of special meetings to each Board member postmarked via E-mail two weeks in advance. All Board members are to receive group E-mail copies as to notices of special meetings. 

ARTICLE SEVEN: OFFICES AND SEAL

Section 1. OFFICES

The principal office for the transaction of the business of this corporation (the "Corporation") will be in the County of Pinellas, State of Florida, and United States of America. The Corporation may also have an additional office or offices within or outside the United States of America as the Board of Directors (the "Board") may from time to time establish. 

Section 2. SEAL

The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

 

ARTICLE EIGHT: TRANSPARENCY AND PROCEDURES

Section 1. GENERAL

The Corporation and its subordinate entities shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness. In addition to the specific procedures set forth in these Bylaws, the Initial Board shall investigate the development of additional policies and procedures designed to provide information about, and enhance the ability of interested persons to provide input to, the Board and Supporting Organizations. Any such policies and procedures shall be widely publicized by the Board in draft form, both within the Supporting Organizations and on a publicly-accessible Internet World Wide Web site maintained by the Corporation (the "Web Site"). Any such policies and procedures may be adopted only after a process for receiving and evaluating comments and suggestions has been established by the Board, and after due consideration of any comments or suggestions received by the Board. 

Section 2. ACCESS TO INFORMATION

The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and describing any payments made by the Corporation to Directors (other than reimbursements of expenses). All minutes of meetings of the Board, Supporting Organizations (and any councils thereof) and Committees shall be approved promptly and immediately following approval shall be made publicly available on the Web Site and otherwise; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines is necessary or appropriate to protect the interests of the Corporation), matters that the Corporation is prohibited by law or contract from disclosing publicly and other matters that the Board determines are not appropriate for public distribution shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in generic terms in the relevant minutes the reason for such nondisclosure. 

Section 3. NOTICE AND COMMENT PROVISIONS

(a) The Board shall post on the Web Site (i) periodically a calendar of scheduled meetings for the upcoming year, and (ii) in advance of each Board meeting, a notice of the fact and time that such meeting will be held and, to the extent known, an agenda for the meeting. If reasonably practicable the Board shall post notices of special meetings of the Board at least fourteen (14) days prior to the meetings. 

(b) Prior to adoption of any policies that substantially affect the operation of the Internet or third parties, the Board will: 

(i) provide public notice on the Web Site explaining what policies are being considered for adoption and why;

(ii) provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments; and

(iii) after a reasonable comment period, take action on the proposed policies, establishing an effective date, and publishing the reasons for the action taken.

(c) As appropriate, the Board will facilitate the translation of final published documents into various appropriate languages. 

Section 4. BOARD RECONSIDERATION

The Board shall adopt policies and procedures through which a party affected by an action of the Board can seek reconsideration of that action. These policies and procedures may include threshold standards or other requirements to protect against frivolous or non-substantive use of the reconsideration process. The Board may, in its sole discretion, provide for an independent review process by a neutral third party.

ARTICLE NINE - COMMITTEES / BOARD OF ADVISORS / CHAPTERS

Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs. 

Section 2: The Board may create a Board of Advisors as needed, such advisors shall assist in fundraising, scientific research, etc. The Board Chair appoints all committee chairs. 

Section 3: The board may create committees as needed, such as fundraising, scientific research, seminars, promotions, etc. The Board Chair appoints all committee chairs. 

ARTICLE VI - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. 

These Bylaws were approved at a meeting of the Board of Directors of _____________ on 

_______________________, 1999. /


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