ARTICLES OF INCORPORATION OF
INTERNATIONAL PROTEOLYSIS SOCIETY
These Articles of Incorporation are signed by the incorporator for the purpose of forming a nonprofit corporation pursuant to the provisions of Act 162 of the Public Acts of 1982, as amended, as follows:
The name of the corporation is International Proteolysis Society.
The purposes for which the corporation is organized are as follows:
1. To advance scientific research relating to fundamental and applied aspects of proteolysis and related disciplines; to facilitate the interchange of idea in the field of proteolysis through the organization of scientific conferences and the publication of scientific journals or websites; and to promote scientific activities designed to stimulate new developments in the field of proteolysis.
2. To engage in other educational and scientific activities within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or comparable provisions of subsequent legislation (the ACode@).
3. To acquire, own, dispose of and deal with real and personal property and interests therein and to apply gifts, grants, bequests and devises and the proceeds thereof in furtherance of the purposes of the corporation.
4. To do such things and to perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and as are not forbidden by Section 501(c) (3) of the Code, with all the power conferred on nonprofit corporations under the laws of the State of Michigan.
The corporation is organized on a nonstock membership basis. The description and value of the assets which the corporation possesses are:
Real Property: None
Personal Property: None
The corporation is to be financed under the following general plan: (i) dues and contributions from individuals and organizations; (ii) receipts from conferences, publications and other services; (iii) income from the investment of its funds; and (iv) other sources which may be available.
The street address and mailing address of the initial registered office Room 6374 Scott Hall, Wayne State University Department of Pharmacolocy 540 East Canfield, Detroit, Michigan 48201.
The name of the resident agent at the registered office is Bonnie F. Sloane, Ph.D.
The name and address of the incorporator are as follows:
Bonnie F. Sloane, Ph.D.
Room 6374 Scott Hall
Wayne State University
Department of Pharmacology
540 East Canfield
Detroit, Michigan 48201
The classes of membership in the corporation, the qualifications for membership and for particular classes of membership and the other rights and privileges of members of the corporation shall be as set forth in the bylaws of the corporation. The dues payable by members or particular classes of members in the corporation shall be determined from time to time by resolution of the Board of Directors or in such other manner as may be set forth from time to time in the bylaws of the corporation.
1. The corporation shall be operated exclusively for educational and scientific purposes as a nonprofit corporation. No individual director or member of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the corporation shall inure to the benefit of any director, trustee, officer, member or any private shareholder or individual.
2. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.
3. Upon dissolution of the corporation, the property remaining after providing for debts and obligations of the corporation shall be distributed to that organization or to those organizations described in Section 170(c) (1) or 170(c) (2) of the Code designated by the Board of Directors.
1. No member of the Board of Directors of the corporation who is a volunteer director, as that term is defined in the Michigan Nonprofit Corporation Act (the "Act"), and no volunteer officer shall be personally liable to this corporation or to its members for monetary damages for a breach of the director's or officer's fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director or officer for any of the following:
1. A breach of the director's or officer's duty of loyalty to the corporation or to its members;
2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
3. A violation of Section 551(1) of the Act;
4. A transaction from which the director or officer derived an improper personal benefit;
5. An act or omission of a director or officer occurring before filing these Articles of Incorporation;
6. An act or omission that is grossly negligent.
2. The corporation hereby assumes all liability to any person other than the corporation or its members for all acts or omissions of a director who is a volunteer director as defined in the Act incurred in the good faith performance of the director's duties as such; provided, however, that the corporation shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of the corporation as an organization described in Section 501(c) (3) of the Code or results in the imposition of tax under Section 4958 of the Code.
3. The corporation hereby assumes the liability for all acts or omissions of a volunteer officer occurring after filing these Articles of Incorporation if all of the following are met:
1. The volunteer officer was acting or reasonably believed he or she was acting within the scope of his or her authority.
2. The volunteer officer was acting in good faith.
3. The volunteer officer's conduct did not amount to gross negligence or willful and wanton misconduct.
4. The volunteer officer's conduct was not an intentional tort.
5. The volunteer officer's conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in Section 3135 of the Insurance Code of 1956, Act No. 218 of the Public Acts of 1956, being Section 500.3135 of the Michigan Compiled Laws. Provided, however, that the corporation shall not be considered to have assumed any liability of a volunteer officer to the extent such assumption is inconsistent with the status of the corporation as an organization described in Section 501(c) (3) of the Code or results in the imposition of tax under Section 4958 of the Code.
4. If the Act is amended after filing these Articles of Incorporation to authorize the further elimination or limitation of the liability of directors or officers of nonprofit corporations, then the liability of members of the Board of Directors and of officers of the corporation, in addition to the limitation, elimination and assumption of personal liability contained in this Article VIII, shall be assumed by the corporation or eliminated or limited to the fullest extent permitted by the Act as so amended, except to the extent such limitation, elimination or assumption of liability is inconsistent with the status of the corporation as an organization described in Section 501(c) (3) of the Code or results in the imposition of tax under Section 4958 of the Code. No amendment or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any member of the Board of Directors or officer of this corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of any such amendment or repeal.
I, the incorporator of the above named corporation, hereby sign these Articles of Incorporation on this 13th day of December, 2000.
Bonnie F. Sloane, Ph.D.