National Agronomic Environmental
Health & Safety School, Inc.
The affairs of this non-profit corporation shall be controlled and administered by a board of directors (the “directors”) which shall be composed of up to fifteen members. Each director will serve indefinitely, but may resign his appointment at any time and may be removed with or without cause, by a two-thirds vote of the entire board of directors. Upon the death, removal, resignation or incapacity of any member of the board of directors, a majority of the then remaining directors may elect his successor. A director shall be considered incapacitated if for any reason he shall be unable to carry on the duties of his office and the remaining directors shall have declared him incapable of service by two-thirds of the directors voting.
The directors shall meet annually during the month of August at a place, time and date which shall be fixed by the President and shall hold such other meetings as may be necessary from time to time upon call of the President or Vice-President(s), which call shall specify the place, time and date of the meeting.
The purposes for which the organization is organized are exclusively educational and for reasons of public safety within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
The officers of the corporation shall consist of a President, a Secretary, a Treasurer, a Vice-President(s) and such other officers as may be elected by the directors for a term of two years. Only directors shall serve as officers of the corporation. Any two offices may be held by the same person.
The President or a Vice-President shall preside at all meetings of the directors. The President shall be the chief executive officer of the corporation. In the absence of the President, a Vice-President shall perform the duties of the President.
The Secretary shall be the custodian of the minute books of the corporation and shall accurately keep minutes of meetings of the directors.
The Treasurer shall have the authority and responsibility for the safekeeping of the funds and securities of the corporation.
The officers shall be elected at the annual meeting of the directors.
Any sale or transfer of any stock, bond, security or other property standing in the name of the corporation, shall be valid only if approved by a two-thirds vote of the entire Board of Directors. Any transfer in this manner, having affixed thereon the seal of the corporation, shall in all respects bind the corporation.
The Treasurer shall at all times maintain records evidencing the property owned by the corporation and its disbursements, and present the same to the annual meeting of the directors, provided, however, that the records shall always be open for inspection by any director. The Vice-President(s) shall be responsible for conducting an annual audit of the Treasurers records.
A quorum for the transaction of any business shall be a majority of the directors then in office.
The directors shall serve without compensation.
The board of directors shall have the power to alter, amend or repeal the bylaws or adopt new bylaws, provided that the bylaws at no time shall contain any provision inconsistent with law or the Articles of Incorporation.