By Laws of 
The Foundation for Health and Wellness in the Public Interest
 
 

Approved on October 31st, 2008

version 1.2 - approved April 07, 2010

Article I                       Name – The name of this organization will be the Foundation for Health and Wellness in the Public Interest (FHWPI).  This Foundation shall be a corporation operated exclusively for charitable and educational purposes within the meaning of Minnesota Statutes, Chapter 317A and IRS 501 (c) 4.

 

Article II                     Objective - The Foundation shall support, promote and enhance the quality of health in the community through the volunteer efforts of health care professionals.  It will provide opportunities for citizens to learn, free of charge, from experienced and knowledgeable practitioners of their communities.  It will provide the health professionals with interested audiences who choose to learn from the wealth of their knowledge base and clinical experience.

 

Article III                    Site of Principle Operation  - The administrative operations of this Foundation shall be located at 4144 County Road 101, Minnetonka, MN 55345.  The speaking venues shall be the regular meeting rooms of clubs, committees, churches, schools, etc., unless practical matters require arrangement for other locations.

 

Article IV                     Powers – This Foundation shall have the power to raise money and manage projects that support itself.  No part of the net earnings of the group shall inure to the benefit of, or be distributable to its members, trustees, 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 paragraph one hereof. No substantial part of the activities of the group shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the group shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this group shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this group.



                                  Upon the dissolution of this group, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the group 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 V                      Membership – Members of the FHWPI will be dues paying members of the Foundation.

                                  (1) Membership is open to  health care professionals who are either certified or licensed in the subject area they represent to the public as a practitioner and speaker/ member of the FHWPI.


                                  (2) Annual dues for membership will be $100.00 per person /speaker.


                                  (3) Annual enrollment of a member will be conducted as needed. The membership year will commence upon payment of dues and end one year later.  Members may  join at any time during the membership year upon the payment of the $100.00 membership fee. Renewal of membership each year should be requested and paid within 30 days of the end of the previous year’s membership.  Members are asked to track their own renewal dates.  Lapsed memberships may be renewed at any time.


                                  (4) This organization shall not discriminate on the basis of race, color, creed, religion, national origin or sex in the selection or admission of members.



                                  (5) Members agree to provide speaking services free of charge to groups inviting them as members of FHWPI.  Any other services provided by speakers at FHWPI associated events must be provided without charge.  Honorariums and donations given to speakers in appreciation and recognition of their volunteer efforts may be accepted, but not solicited.


                                  Members must not directly solicit business from groups using their speaking services by advertising their business exclusively.  Suggestion of use of the services of a practitioner type, eg. chiropractor, massage therapist, etc., is allowable.  Distribution of business cards and brochures is allowable.  Please keep suggestions as to the use of your practitioner type services generalized.  Self-serving marketing reflects negatively on the credibility of FHWPI and of your presentation.  Please do not do it.


                                  (6) Violation of the agreements in number (5) above will result in termination of membership from FHWPI without refund of dues.


                                  (7) Members are free to develop their own marketing materials in pursuit of opportunities to speak.  These materials must only reflect the true intent of FHWPI.  FHWPI exists solely to provide health professionals with an organization, with a charitable cause, to speak voluntarily to the community on health care topics and to provide the community with those speakers.  Members should not rely on FHWPI exclusively or primarily to provide speaking opportunities.  Your best opportunities will be through your efforts of reaching groups who are open to or looking for speakers.


                                  (8) Dues paying members are not granted voting rights on a Board or at annual or periodic meetings of FHWPI.


                                  (9) Members’ comments, suggestions and feedback to the Directors of the Foundation are welcome.  They should be submitted in writing to the Board of Directors via postal mail.


Article VI                     Board of Directors (BOD or Board)

 

Section 1.  The FHWPI will be managed by a Board of Directors comprised of three directors.  The Board will set the overall policy of the Foundation and all appointed officers or committees are subject to its authority.


Section 2.  The Board will meet as needed.  Directors may attend and vote by proxy (mail, email, fax, teleconference) if unable to physically attend a meeting.


Section 3.  Board members will not be liable for debt or lien when acting in good faith in their scope of duties for the Foundation.

  

Article VII                   Directors of the FHWPI

 

Section 1.  All Directors of the FHWPI must be FHWPI members.

 

Section 2.  There shall be at least three Directors of the FHWPI as follows:

o President

o Vice-President

o Co-Director 

 

Section 3.  The President and Vice Presidents are free to exchange duties and fill the needs for Secretary and Treasurer at will.


Section 4.  The Founders shall automatically and practically be life-long members and Directors unless voluntarily giving up their positions.


Section 5.  Board members may resign at any time or be removed by the Board and any vacancy be filled by appointment.



Article VIII                  Duties of the officers

President:  The President shall preside over all meetings of the FHWPI, perform such duties as prescribed in these bylaws, be an ex-officio member of all committees.


Secretary:  The Secretary/Treasurer shall record the minutes of all meetings, provide proper notice of meetings, maintain a current copy of the bylaws, and maintain a current list of FHWPI members.

 

Vice-President:  The Vice-President shall assist the President in the performance of his/ her duties, shall perform the duties of the president in his/ her absence or if the President is temporarily unable to serve and finally shall perform such duties as assigned by the President of the FHWPI. 


Treasurer: The Treasurer shall maintain custody of all funds of the FHWPI, keep a full and accurate accounting of all receipts and disbursements, insure no disbursements are made that are not in accordance with the budget adopted by the FHWPI, make financial reports available to the FHWPI at all scheduled meetings and at other times as requested by the President of the FHWPI and finally shall perform such duties as assigned by the President of the FHWPI.

 

Article IX                     Standing Committees

Section 1.  Standing committees may be created or abolished by the FHWPI at any time to conduct the business of the club.  The term of all Standing committees will expire at the annual meeting in October

of each year.   

 

Section 2.  Standing Committees may include but are not limited to:

· Promotional Events

· Fund Raising


Section 3.  Committees exist to help forward the objectives of the FHWPI and shall undertake no work absent the consent and direction of the FHWPI.

 

Section 4.  The President and Vice President shall be ex-officio members of all committees.


Article X                      Meetings and Quorum – Meetings of the FHWPI shall be held as determined by need at the suggestion of Board Members.  A quorum shall require a simple majority of the BOD. Proposals will pass with a majority vote (2 out of 3).  The BOD is allowed to take action with a signature of the BOD members in lieu of scheduling a meeting.

 

Article XI                     Fiscal Year.  The fiscal year of the FHWPI shall begin January 1st and end December 31st.


Article XII                    Powers – This Foundation shall have the power to raise money and manage projects that support itself.  No part of the net earnings of the group shall inure to the benefit of, or be distributable to its members, trustees, 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 paragraph one hereof. No substantial part of the activities of the group shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the group shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this group shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this group.


Article XIII                  Amendments These bylaws may be amended at any regular meeting of the FHWPI.  Proposals for amendments by dues-paying members may be submitted to the FHWPI office in writing at any time by postal mail.



In witness to the above, we have hereunto subscribed our names:


Signature:             signature on file,    Founder                 Date: _______ 4-07-2010______________ 



Signature:             signature on file,    Founder                 Date: _______ 4-07-2010______________ 



Signature:             signature on file,    Co-Director          Date: _______  4-07-2010______________ 




As applicants for membership I/ we have read and agree to uphold these by-laws.



Signature:                                                 Date: ____________________________________



Signature:                                                  Date: ____________________________________



Signature:                                                 Date: ____________________________________









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By-Laws of the Foundation for Health and Wellness in the Public Interest