The name of the corporation shall be Foundation for Occupational Health and Safety.
The purpose or purposes for which the corporation is formed are:
SECTION 1. AUTHORITY AND DUTIES
- 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.
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 5. QUORUM
The quorum for meetings of the Board of Trustees shall be a majority of the voting members of the Board.
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.
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.
The Board of Trustees of the Foundation may appoint such committees as it deems appropriate from time to time.
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.
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).
This Code of Regulations may be amended by a majority of the Trustees.