Legal Matters – Constitution

BE IT KNOWN, that on this first day of March, 1994, before me, the undersigned Notary Public in and for the Parish and State aforesaid, personally came and appeared Melanie Ehrlich, Ph.D., a person of the full age of majority whose signature is subscribed who declares, in the presence of the undersigned competent witnesses that, availing herself of the provisions of the Louisiana Nonprofit Corporation law, to-wit, Louisiana R.S. 12:201-12:269 (1950 as amended), she does hereby organize a nonprofit corporation under and in accordance with these articles of incorporation as follows:

 

Article I
The name of this corporation is DNA Methylation Society

 

Article II
This corporation is organized and it shall be operated exclusively for 1) educational purposes and 2), to foster scientific research and education in the field of DNA Methylation, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

Article III
The corporation shall enjoy perpetual corporate existence unless sooner dissolved in accordance with law.

 

Article IV
The location of its registered office is Tulane Medical Center, Department of Biochemistry – SL43, 1430 Tulane Avenue, New Orleans, Louisiana 70112, and its mailing address is the same.

 

Article V
The names and addresses of its registered agents are as follows:

Dr. Melanie Ehrlich
c/o Tulane Medical Center
Department of Biochemistry – SL43
1430 Tulane Avenue
New Orleans, Louisiana 70112
Irving H. Koch, Esq.
KOCH & KOCH
700 Camp Street
New Orleans, Louisiana 70130

 

Article VI
This corporation shall be a non-profit corporation and shall have no capital stock. It shall be operated and maintained by such membership dues and assessments and endowments as the board of directors shall determine to be necessary or acceptable for the proper functioning of the corporation. Under no circumstances shall any of the net earnings or assets of the corporation inure or be distributed to the benefit of its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Two hereof. The corporation shall nether participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax 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 (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

Article VII
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations under section 501(c)(3) of the Internal Revenue code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the district court of the parish in which the principal office of the corporation is then located, exclusively for such purposes or to such organization, as said Court shall determine, which are organized and operated exclusive for such purposes.

The members of this corporation shall consist of all persons who have paid all current fees, dues and/or assessments of this corporation as assessed by the Board of Directors, which membership shall be evidenced by a receipt for the fees and dues aforesaid. Each member shall have one vote and all members shall have equal rights and privileges, provided, however, in no event shall there be more than one vote per member. Membership shall be limited to scientists, including graduate students interested in any aspect of the field of naturally occurring DNA methylation (including in prokaryotes and eukaryotes), subject to each prospective member’s application being approved by the Board of Directors, the power of which may be delegated by the Board to the president or by specific provisions in the by-laws of this corporation.

 

Article VIII
The amount of the levy and the method of collection of fees, dues and/or assessments shall be fixed by the Board of Directors from time to time. Membership shall be cancelled for failure to pay fees, dues and/or assessments after reasonable notice from the Board of Directors.

 

Article X
The power of this corporation shall be exercised in a Board of Directors which shall consist of three (3) or more members in good standing of the corporation to be elected or chosen as follows: to be elected by the membership of the corporation at the annual meeting of the corporation. The number of directors shall be determined, and may be increased or decreased by a majority vote of the directors.

The Board of Directors shall elect a President, Vice President, and Secretary-Treasurer, from the Board’s membership annually to serve until the next board shall be duly elected as herein provided. Provided, however, that the first Board of Directors of this corporation shall be those persons stated in Article XIII hereof and they shall serve until the first annual meeting to be held as set out herein.

 

Article XI
A member may vote personally or by proxy appointed in writing.

 

Article XII
The annual meeting of the voting members of the corporation shall be held on the day of the month of , or in the event that date is a legal holiday, on the first (1st) Tuesday thereafter which is not a legal holiday. It shall be the duty of the President, and upon his or her failure or neglect, then of the Secretary or any officer or member, to mail notices at least ten (10) days prior to this annual meeting to all members entitled to be present. Provided, however, that the Board of Directors may by two-thirds (2/3) vote elect to conduct the business of the association by mail ballot in lieu of any annual meeting. Provided further, however, that if fifty (50%) per cent or more of the members of the corporation demand in writing, served on the President of the corporation, that an annual meeting be held, then the President shall take such steps as are necessary to hold an annual meeting not more than forty-five (45) days from the date of the receipt of such notice but not sooner than ten (10) days from such receipt of such notice.

Article XIII
The Board of Directors shall have the power to make, amend, and repeal by-laws to govern this corporation provided they are in accordance with and do not conflict with these articles. Matters pertaining to capital outlay must be approved by two-thirds (2/3) vote of the Board of Directors. An amendment altering these articles may be adopted by two-thirds in interest of the voting members, at any annual or special meeting of members the notice of which set forth the proposed amendment or a summary of the change to be made thereby.

 

Article XIV
The names and addresses of the first Board of Directors are as follows:

 

Article XV
The first officers of this corporation are:

  • Dr. Melanie Ehrlich, President
  • Dr. Moshe Szyf, Vice-President
  • Dr. G. Stanley Cox, Secretary-Treasurer

The officers and directors of this corporation shall serve until their successors are elected in accordance with the provisions herein.

 

Article XVI
The Incorporators, officers, and directors of this corporation claim the benefits of the limitation of liability of the provisions of La. R.S. 12:24C (1968, as amended 1987) to the fullest extent allowed by law as fully and completely as though said provisions were recited herein in full.