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The Research for Health Foundation has no commercial goals at all. We are a non-profit organisation and it is our single goal to put naturopathy into that place within society that it deserves in accordance with our beliefs. But we need the help of many.

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By-Laws of Research Foundation For Natural Health, Inc.

Article I  Offices

1. Registered Office

The registered office shall be established and maintained at 611 Druid Road East, Number 403, City of Clearwater, in the County of Pinellas in the State of Florida.

2. Other Offices

The corporation may have other offices, either within or without the State of Florida, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

Article II  Trustees

1. Number and Term

The initial number of Trustees shall be 3. The number of Trustees may not be less than three. The Board of Trustees shall consist of the corporation's sustaining members and sponsors during the immediately preceding fiscal year. In addition, all founding members shall be Trustees, and shall serve on the Board of Trustees.

2. Duties

The Board of Trustees shall be the highest control body of the corporation.  It shall provide direction and strategic planning to the Board of Directors, and shall elect members to the Board of Directors every two years.  It shall appoint from among its own membership a Chairman of Trustees and a Deputy Chairman of Trustees, who shall also serve as directors of the corporation.  All meetings shall be conducted by the Chairman or, in his absence, by the Deputy Chairman.  The Board of Trustees shall also adopt such standing orders for the conduct of its business as it shall deem proper.  The Board of Trustees shall accept the annual report of the Board of Directors, and may either approve or disapprove it.  In the event of its disapproval, the Board of Trustees shall replace the Board of Directors by a vote of at least two-thirds of the Trustees.

3. Annual Meetings

Annual meetings of the Board of Trustees for the election of directors who will serve for the coming two years, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Florida, and at such time and date as the Board of Trustees, by resolution, shall determine and as set forth in the notice of the meeting.  If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.

4. Other Meetings

Meetings of the Board of Trustees for any purpose other than the election of directors may be held at such time and place, within or without the State of Florida, as shall be stated in the notice of the meeting.

5. Voting

Each Trustee entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy expressly provides for a longer period.  Upon the demand of any Trustee, the vote to elect directors and upon any question before the meeting shall be by ballot.  All elections for directors and all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Florida.

6. Trustee List

The officer who has charge of the Trustee ledger of the corporation shall, at least 10 days before each meeting of Trustees, prepare a complete alphabetical addressed list of the Trustees entitled to vote at the ensuing election.  Said list shall be open to the examination of any Trustee, for any purposes germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held.  The list shall be available for inspection at the meeting.

7. Quorum

Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of Trustees entitled to vote constituting a majority of the Board of Trustees of the corporation shall constitute a quorum at all meetings of the Trustees.  In case a quorum shall not be present at any meeting, a majority of the Trustees entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite number of Trustees entitled to vote shall be present.  At any such adjourned meeting at which the requisite number of Trustees entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

8. Special Meetings

Special meetings of the Trustees, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called for any purpose by the Chairman of Trustees and shall be called by the Chairman of Trustees or his Deputy at the request in writing of a majority of the directors entitled to vote.  Such request shall state the purpose of the proposed meeting.

9. Notice of Meetings

Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each Trustee entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

10. Business Transacted

No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the Trustees entitled to vote thereat.

11. Resignations

Any Trustee, director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

12. Vacancies

If the office of any Trustee, member of a committee or other officer becomes vacant, the remaining Trustees may by a unanimous vote appoint any qualified person to fill such vacancy, who shall hold office until his successor shall be duly elected and qualified.

13. Removal

Any Trustee or Trustees may be removed from the Board of Trustees either for or without cause at any time by the affirmative vote of at least two-thirds of the Trustees entitled to vote, at a special meeting of the directors called for the purpose.

14. Increase of Number

The number of Trustees may be increased by amendment of these By-Laws by the affirmative vote of at least two-thirds of all the Trustees, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional Trustees may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

15. Compensation

Trustees shall not receive any stated salary for their services as Trustees or as members of committees, but by resolution of the Board of Trustees a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any Trustee from serving the corporation in any other capacity as a director, officer, agent or otherwise, and receiving compensation therefor.

16. Action Without Meeting

Any action required or permitted to be taken at any meeting of the Trustees, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all Trustees, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Trustees or committee.

Article III  Board of directors

1. Membership

The initial Board of Directors shall consist of the corporation's founding members.  Directors shall thereafter be elected every two years by the Trustees.

2. Duties

The Board of Directors shall be the decision-making body for the corporation.  It shall make all decisions regarding the proper use of its income and the projects to be supported through the use of its resources.  It shall delegate to the corporation's editorial board the task of publishing naturopathic knowledge, and shall oversee the editorial board's execution of that task.  It shall also be responsible for the corporation's public relations programs and activities.  It shall appoint from among its own membership a Chairman of the Board and a Deputy Chairman of the Board.  All meetings shall be conducted by the Chairman or, in his absence, by the Deputy Chairman.  The Board of Directors shall also adopt such standing orders for the conduct of its business as it shall deem proper.

3. Annual Meetings

Annual meetings of the Board of Directors for such business as may be stated in the notice of the meeting shall be held at such place, either within or without the State of Florida, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the directors entitled to vote shall transact such corporate business as shall be stated in the notice of the meeting.

4. Other Meetings

Meetings of the Board of Directors for any other purpose may be held at such time and place, within or without the State of Florida, as shall be stated in the notice of the meeting.

5. Voting

Each director entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy expressly provides for a longer period.  Upon the demand of any director, the vote upon any question before the meeting shall be by ballot.  All questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Florida.

6. Director List

The officer who has charge of the director ledger of the corporation shall, at least 10 days before each meeting of directors, prepare a complete alphabetical addressed list of the directors entitled to vote at the ensuing election.  Said list shall be open to the examination of any director, for any purposes germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held.  The list shall be available for inspection at the meeting.

7. Quorum

Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of at least two (2) directors entitled to vote shall constitute a quorum at all meetings of the directors.

8. Vacancies

If the office of any director becomes vacant, the remaining directors may by a unanimous vote appoint any qualified person to fill such vacancy, who shall hold office until his successor shall be duly elected and qualified.

9. Special Meetings

Special meetings of the directors, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called for any purpose by the Chairman and shall be called by the Chairman or the Deputy Chairman at the request in writing of at least one-third of the directors entitled to vote.  Such request shall state the purpose of the proposed meeting.

10. Notice of Meetings

Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each director entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

11. Business Transacted

No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the directors entitled to vote thereat.

12. Compensation

Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as a Trustee, officer, agent or otherwise, and receiving compensation therefor.

13. Action Without Meeting

Except as otherwise provided by the Certificate of Incorporation, whenever the vote of directors at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of directors may be dispensed with, if all the directors who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

Article IV  Officers

1. Officers

The officers of the corporation shall consist of a President, a Treasurer and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper.  None of the officers of the corporation need be directors or Trustees.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

2. Other Officers and Agents

The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

3. Chairman

The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors and shall decide any issue on which the directors cannot within a reasonable time reach a majority decision.  In addition, he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

4. President

The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the directors if present thereat, and in the absence or non-election of the Chairman of the Board of Directors at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

5. Vice-President

Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

6. Treasurer

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

7. Secretary

The Secretary shall give, or cause to be given, notice of all meetings of Trustees and of directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect to so do, any such notice may be given by any person thereunto directed by the President, or by the directors, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation, the Board of Trustees and of the Board of Directors in a book to be kept for that purpose.  He shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any Assistant Secretary.

8. Assistant Treasurers & Assistant Secretaries

Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

Article V  Miscellaneous

1. Record Date

In order that the corporation may determine the directors entitled to notice of, or to vote at, any meeting of directors or any adjournment thereof, or to express consent to corporate action in writing without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action.  A determination of directors of record entitled to notice of, or to vote at, a meeting of directors shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

2. Seal

The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words ACORPORATE SEAL FLORIDA.@  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

3. Fiscal Year

The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

4. Checks

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

5. Notice and Waiver of Notice

Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Directors not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

Article VI  Amendments

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the Trustees, or at any special meeting thereof if notice thereof is contained in the notice of such special meeting, by the vote of at least two-thirds of the Trustees entitled to vote thereat.

Article VI  Indemnification

The corporation shall indemnify its Trustees, officers, directors, employees and agents according to the provisions set forth in its Certificate of Incorporation.