BUSINESS PURPOSE

• The limited liability company significantly furthers the accomplishment of 1 or more charitable or educational purposes described in section 170(c)(2)(B) of the internal revenue code, 26 USC 170, and would not have been formed except to accomplish those charitable or educational purposes.
• The production of income or appreciation of property is not a significant purpose of the limited liability company. However, in the absence of other factors, the fact that a limited liability company produces significant income or capital appreciation is not conclusive evidence of a significant purpose involving the production of income or the appreciation of property.
• The purposes of the limited liability company do not include accomplishing 1 or more political or legislative purposes described in section 170(c)(2)(D) of the internal revenue code, 26 USC 170.

OPERATING AGREEMENT OF THE JOHN CHAPPELL NATURAL PHILOSOPHY SOCIETY L3

1.  PREAMBLE

• This is the Operating Agreement of the John Chappell Natural Philosophy Society L3C. The Society is composed of members who are interested in pursuing scientific questions and are interested in sharing their work and the work of others in a collegial fashion.  The Society is incorporated in the State of Michigan as an L3C under the Michigan Limited Liability Companies Act (Act 23 of the Public Acts of 1993 as amended).

• The purpose of the John Chappell Natural Philosophy Society L3C, hereinafter referred to as the Society, is the advancement of science.

• The organization is self-supporting with member dues, publication fees, conference fees, and any other fee-generating endeavours that are in keeping with the goals of the Society. The organization may, on occasion, accept donations of funds to further research projects of members of the organization or for other purposes consistent with the goals of the organization.

2. MEMBERSHIP

2.1   Anyone may become a member of the Society.  The only requirement is the payment of dues.  Dues may be paid online at www.naturalphilosophy.org.

2.2   All those who have paid their dues are entitled to participate in all The Society’s activities and to vote as set out in the Operating Agreement.

2.3   All those who have paid dues within the past three years, but have not paid for over one year, may participate in the online activities of the Society but shall not have voting rights.

2.4   By unanimous vote, the board may appoint honorary members and set their rights and privileges

3. OPERATING AGREEMENT

3.1   Members will vote to approve or disapprove this Operating Agreement and any amendments thereto.

3.2   The Board will be responsible for generating proposed changes to the Operating Agreement.  The Board will accept member input to this change process.  Vote results will be announced online.

4. BOARD OF DIRECTORS

4.1   The business and activities of the Society will be conducted by an eight member Board.   Board members will be elected by the members of the Society.  Each Board member will have a primary or secondary responsibility for an office or activity.  The Board will determine who fills each officer/activity position, based upon skills and time availability of individual Board members.  Each Board will be allowed flexibility with respect to the officer/activity positions as long as all functions are covered and as long as all Board members have an area of responsibility. Offices/activities may be combined as necessary or appropriate.  Board members may call upon general members for assistance in any and all activities.

4.2   Terms of Office.

Board members will be elected for terms of 3 years.  Board members may serve more than one term.  To provide for continuity of the Board, at the first election, four board members will be elected for terms of two years and four Board members will be elected for terms of three years.  Following the first election, all Board members will be elected to three-year terms with the possibility of successive terms.

4.3   Board Meetings.  For Board actions requiring a vote, a tie vote will be a “no” vote.  An affirmative vote requires a majority of the full Board agreeing.  A quorum consists of a majority of the full Board.  Board meetings will be held at the Board’s convenience.  Board meetings may be held in person, online or on a conference call.  Board members have the right to abstain from a vote.4.4   Member Issues.  Board meetings will be announced to the membership prior to the meeting, in case members have issues which they wish to raise with the Board.  Members will inform the Board prior to the meeting as to the nature of the issue(s) which they wish to raise.  The Board will discuss the issues raised by members and will inform the member(s) raising an issue, and the general membership as to the disposition.  The proposing member(s) may be invited to participate in the Board Meeting to present their case.  Once the Board has made a disposition of a member issue, the matter will be considered closed, unless the member can demonstrate support of twenty percent of the members, in which case the matter should go for a vote of the general membership.  Board decisions of members’ issues will be recorded in the minutes of the Board Meeting.  If more than six weeks have passed without a Board meeting to address a member’s issue, the member may call for a meeting of the Board.
4.5   Election of Directors.
Elections will be held online prior to the annual conference.  Members will vote on the selection of Board members. Election results will be announced online.
4.6   Board Vacancies.
When a Board Member vacancy occurs, for whatever reason, the President shall declare that an election to fill the empty Board Member seat will be held.  The President may appoint a temporary replacement for the empty Board Member seat.  If the vacancy occurs in the office of the President, the Vice President will perform these functions.
4.7   Removal for Cause.
Members of the Society have the right to remove a Board member based upon a majority vote of the membership.  Given that Board members are elected in the first place and that they may be voted out after 3 years, it is to be hoped that this provision will not be necessary.  However, it is available if the membership decides that it is necessary.

5.  OFFICERS

5.1   The officers of the Society will be as set out below.  The officers will be elected or selected by the Board members.  An individual may occupy more than one officer position.

Chief Scientist: The Chief Scientist provides overall scientific guidance to the Society.

President:  The President convenes the Board and provides overall guidance as to the day to day activities of the Society.  The President is responsible for the development of the agenda for Board meetings and for determining when an election is called for, according to the election guidelines set forth in this document.  The President will be responsible for recruiting candidates for Board Members.  The President is also responsible for assuring that the provisions of this Operating Agreement are followed.

Vice President:   The Vice President assists the President in the conduct of his/her activities and is a stand in for the President when the President is unavailable or incapacitated.

Secretary:   The Secretary records the proceedings of all Board meetings and is responsible for making the minutes of these meetings available to the membership. The minutes will be posted on the Society’s website. Each member will be notified by e-mail that the minutes are available on the website. Meeting minutes will be approved at the next Board meeting and any corrections will be likewise communicated.  The Secretary is also responsible for posting the notices of upcoming Board meetings.

Treasurer:   The Treasurer is responsible for recording and managing the finances of the Society.  The Treasurer will record the reason for all the expenditures.  The Treasurer will make payments, and only such payments, which have been authorized by the Board consistent with the Operating Agreement.  The Treasurer will present the annual financial report at a Board meeting and will be responsible to post the annual financial report on the Society’s website with e-mail notices to all members as to the availability of the financial report. The Treasurer will also be responsible for completing all reports required for L3C organizations by the State of Michigan and the Federal Government, in a timely fashion.

Webmaster:   The Webmaster will be responsible for the Society’s internet presence.  The Webmaster will be responsive to the Board with respect to the content and various features of the Society’s website.  This function may be contracted out.  If contracted out it will still require a knowledgeable Board Member to manage and monitor the contract.

Conference Coordinator:  The Conference Coordinator will have overall responsibility for the annual conference of the Society as well as the weekly on line presentations.  The Conference Coordinator will also be charged with encouraging other forms of gatherings of Society members such as blogs, focus groups and local member gatherings.  The Conference Coordinator can recruit and enlist the assistance of volunteers from among the Society membership to carry out these functions.  The Conference Coordinator will work closely with the Chief Scientist and the Scientific Coordinator with respect to the annual conference and other scientific events of the society.

Scientific Coordinator:  The Scientific Coordinator will be responsible for the scheduling of scientific presentations at the annual conference and other events of the society.

Journal Editor:  The Journal Editor will have responsibility for the production of the annual Journal of the Society.  The Journal Editor may be assisted in this effort by the Chief Scientist and the Scientific Coordinator. The Journal Editor may also call upon Society members to assist in the editing and preparation of articles to be published in the Journal.  All editing of member articles must be approved by the member author.

Resident Agent:  The resident agent of the Society will be a permanent ad hoc nonvoting member of the Board.  The individual serving as the resident agent may also choose to run for a position as a voting Board member.

Other Officers:  The Board may create such further officer positions as in its discretion appears necessary

6. FINANCIAL

6.1 Dues and Fees.  The Board will be responsible for setting membership dues. Payment of the dues is the only requirement for membership.  The Board will also set the fee or fees for publication of member articles.  The fees will be based upon publication costs.

6.2 Extraordinary Time Commitments.  Any officer/board member or general member who engages in extraordinary time commitments, for example, such as concerning the annual conference, the production of the Journal,  the web design and development or as a result of the combination of offices/activities,  may enter into a contract with the Board for payment for services rendered, assuming the availability of funds. The contract must be approved by the Board.  Payment on the contract will require successful completion of contractual obligations.  The Board will make such a determination.  In the event that the contractor is a Board member, that Board member will recuse himself or herself from a vote on the matter.

6.3   Signing Authority.  The Board members serving as President, Treasurer and Resident Agent shall have signatory authority on the Society’s bank account.  The Society’s fiscal year shall be the calendar year.

6.4   Donations.  The Board may accept donations of cash, material and services from members and others.  The donations will not be tax deductible by the donor.  The individual donating the funds may request a specific use for those funds.  The Board has final authority on the disposition of any such funds.  These donated funds may be used to fund small research projects of individual members.  The Board will determine a process for selection of such projects.

6.5   Annual Conference Fees and Expenses.  Based upon the availability of funds and the anticipated costs, the Board will decide upon the fees for participation in the annual conference.  Those responsible for organizing the conference may be given a debit card from the Society’s bank account, with a budgetary limit, for purposes of facilitating the organization of the conference.  All expenditures will be accounted for to the Treasurer.

7. ANNUAL CONFERENCE

Barring unforeseen circumstances, the Board, through the efforts of the Chief Convenor and others, will hold a conference each year.  The conference will be held at a convenient time for the majority of members.  The conference will be held in various regions of the United States.  The conference may be held in conjunction with other similar organizations.  A meeting of Society members will be held at each conference.  If possible, all Board members will be present at the meeting.  Items of interest will be presented and discussed at this meeting.  Members will be asked for input on issues before the Board.  Members may also raise issues with Board members.