ARTICLE
I. NAME
The name of the corporation shall be Foundation for Occupational Health
and Safety.
ARTICLE II. OBJECT
The purpose or purposes for which the corporation is formed are:
- To do all things necessary and reasonable as determined by the Board
of Trustees to promote scientific knowledge, the dissemination and publication
of scientific knowledge and education in regard to all matters pertaining
to health and safety.
- To raise funds for the general purposes of the corporation.
- To accept, retain, invest, reinvest, administer, donate, and otherwise
distribute money and other property of all types and kinds for the purposes
for which the corporation is organized.
- To do anything necessary, proper, or convenient for the accomplishment
of any one or more of the purposes and objects stated above and to exercise
any powers or rights now or hereafter conferred on corporations of a
similar nature under sections 1702.01 to 1702.99, inclusive, of the
Ohio Revised Code, including subsequent amendments or substitutions
of the foregoing statutes which are in furtherance of any one or more
of the purposes for which the corporation is formed.
- All of the assets and earnings of the corporation shall be used exclusively
for the purposes herein set forth, including in part, the payment of
expenses related thereto. No dividend shall be paid and no part of net
earnings or income of the corporation shall enure to the benefit of
any private shareholder, trustee, officer, or other individual.
- No substantial part of the activities of the corporation shall consist
of the carrying on of the propaganda or otherwise attempting to influence
legislation or participating in or intervening in (including the publication
or distribution of statements) any political campaign on behalf of any
candidate for public office. The corporation shall not engage in any
activity that would prevent it from qualifying and continuing to qualify
as a corporation exempt from federal income tax under section 501(c)(3)
of the Internal Revenue Code of 1954, contributions of which are deductible
under section 170(c)(2) of the Internal Revenue Code of 1954.
- In the event of dissolution of the corporation, all of the remaining
assets of the corporation shall be distributed solely for one or more
of the purposes for which the corporation is organized, to or for the
benefit of an organization or organizations described in 501(c)(3) of
the Internal Revenue Code of 1954 as shall be designated by the corporation's
trustees. Any such assets not so disposed of shall be disposed of by
the Court of Common Pleas of the county in which the principal office
of the corporation is then located exclusively for such purposes, or
to such organization or organizations as said court shall determine
which are organized and operated exclusively for such purposes.
ARTICLE III. TRUSTEES
SECTION 1. AUTHORITY AND DUTIES
The Trustees shall do all things appropriate and necessary to promote the
corporation.
SECTION 2. COMPOSITION
The Board of Trustees will consist of at least six (6) members, at least
three (3) of whom must also be members of the American Conference of Governmental
Industrial Hygienists. In addition, the Board of Trustees will annually
appoint an ACGIH Board Member to serve on the FOHS Board of Trustees as
an ex-officio member without vote. The Board may appoint additional trustees
as it deems appropriate and may also appoint ex-officio trustees with
or without vote as appropriate.
SECTION 3. TERMS
The term for Trustees will be two-years, with no limit on the number of
terms that an individual may serve. All terms will begin on January 1
of any given year.
SECTION 4. RESIGNATION AND REMOVAL
All Trustees shall serve until their terms have expired, unless they resign,
die or become incapacitated or until such time as their successors have
been selected. Any Trustee may be removed by a majority vote of the Board
of Trustees. All vacancies shall be filled by the Board of Trustees.
SECTION V. QUORUM
The quorum for meetings of the Board of Trustees shall be a majority of
the voting members of the Board.
ARTICLE IV. OFFICERS
SECTION 1. Offices
The Trustees shall select from among members of the Board one Trustee
to serve as President and another Trustee to serve as Vice-President.
Trustees shall also select a Secretary Treasurer. The only officers who
must also be Trustees are the President and the Vice-President.
SECTION 2. TERMS.
The terms for officers who are also Trustees shall coincide with their
terms as Trustees as specified in Article III. The terms of officers who
are not also Trustees shall be as specified by the Board of Trustees.
ARTICLE V. MEETINGS
SECTION 1.
The Trustees shall meet to deal with policy decisions for the corporation
no less frequently than once a year but may meet from time to time when
the majority of the Trustees deem it appropriate to meet to carry out
the business of the Foundation. The Board may meet by telephone.
ARTICLE VI. COMMITTEES
The Board of Trustees of the Foundation may appoint such committees as
it deems appropriate from time to time.
ARTICLE VII. INDEMNIFICATION
The members of the Board of Trustees and the Officers as well as the members
of any committee appointed by the Trustees and employees of the Foundation
together with the persons who formerly held any of the foregoing positions
in connection with any transaction that may arise or may have arisen during
the period when such persons were serving in the capacities described
in this Article, shall be indemnified by the Foundation for Occupational
Health and Safety to the full extent permitted by the Non-Profit Corporation
of Ohio as it may from time to time be amended.
ARTICLE VIII. DISSOLUTION
The Foundation for Occupational Health and Safety shall use it funds only
to accomplish the purposes as stated in the Articles of Incorporation.
Dissolution shall be by a majority vote of the Board of Trustees in accordance
with the Articles of Incorporation, Section 3(g).
ARTICLE IX. AMENDMENTS
This Code of Regulations may be amended by a majority of the Trustees.
