Revised Consitution
From ImmInstWiki
Article I. -- Identity
Section 1 -- Name
The name of this nonprofit organization shall be “The Immortality Institute” or “Immortality Institute”, abbreviated to “ImmInst” and heretofore referred to as such by this constituting instrument.
Section 2 -- Duration
The duration of ImmInst shall be perpetual.
Section 3 -- Registered Address
The seat and registered address of the organization is 1022 Stark Street,Wausau, Wisconsin 54403, United States of America. The Immortality Institute shall have the power and right to establish and maintain offices and to engage in business at any other place or places within or outside the State of Wisconsin.
Section 4 -- Registered History
This organization known as “Immortality Institute” was originally registered on the 3rd September 2002 in the State of Alabama, USA. MORE
Section 5 -- Internal Regulation
ImmInst shall be governed by these articles of incorporation hereafter referred to as “Constitution” and by the Bylaws set up in accordance with this Constitution.
Article II. -- Mission & Function
Section 1 -- Main Mission
The mission of ImmInst is to conquer the blight of involuntary death.
Section 3 -- Forum
To advance the mission, ImmInst aims to provide, among other things: A forum for the free exchange of information and views, a repository of high-quality information, a infrastructure to support community projects and initiatives and facilities for supporting an international community of those with an interest in life extension.
Section 3 -- Independent Society
ImmInst is formed as an independent society of private individuals. It shall not merge with, become a subset of, or become solely dependent upon any other organization, institution, or individual.
Section 4 -- Nonprofit Educational & Charitable Organization
ImmInst is organized exclusively for charitable, educational, and scientific purposes as may qualify it as exempt from federal income tax under applicable sections of the Internal Revenue Code (1986), as amended, or corresponding section(s) of any future federal tax code. Notwithstanding any other provisions in this Constitution or in the Bylaws, ImmInst shall not engage in any activities that would endanger its status as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or its status as a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Article III. -- Membership
Section 1 -- Membership
- Only one membership may be held by any single private individual.
- Membership is granted at the discretion of ImmInst Management.
- Ordinarily, membership shall be offered to any private individual who makes a valid membership donation. The amount and circumstances constituting a valid membership donation shall be specified in Bylaw B.
Section 2 -- In full standing
- Members may partipate in ImmInst referenda and other constitutional decision making only if they have standing.
- Standing is granted to members who
- are not in violation of the User agreement as specified in Byelaw A and
- have been accepted as voting members in accordance with Byelaw B and
- are human and aged 18 years or above or found to posess equivalent faculties as per Management Decision.
Section 3 -- Cancellation of Membership
- All members can cancel their membership by giving written notice to Management.
- Management can cancel any membership by giving written notice.
- Members will lose membership status if at any time in violation of the user agreement (Bylaw A), if their membership status is no longer supported by donation as designated in (Bylaw B).
- All membership arrangements automatically end with the dissolution of ImmInst.
Section 4 -- Appeals
- All decisions by Management under this section can be apealed to the ImmInst Board as per normal procedures (TBC BELOW). Individuals who are denied membership status or whose status has been revoked will not have such status while the appeal is pending, but must be permitted one chance to present their case to the Board.
Article IV. -- Leadership Positions
Section 1 -- Leadership Positions
ImmInst shall be led by the Board of Directors and other leaders as outlined in Bylaw C.
Section 2 -- Pro Bono
ImmInst Directors shall serve without remuneration. Reasonable and necessary expenses may be incurred.
Section 3 -- Board of Directors
IV.3.1 Responsibility
The Board of Directors (the Board) is the highest decision making body of ImmInst. Directors shall determine ImmInst procedure and policy. All corporate powers shall be exercised by or under authority of the Board of Directors except as may otherwise be provided for in this Constitution and the Bylaws.
IV.3.2 Board Set-up
The Board of Directors shall consist of seven (7) individuals. Four (4) Board members will be elected by special referendum on even number years (starting 2004) to serve a two-year term. The other three (3) Board members will be elected on odd-number years (starting 2005) to serve a two-year term. There are no term limits. Directors shall be elected by special referendum as described in this Constitution.
IV.3.3 Chair & Treasurer
A Chair and Treasurer shall be chosen from the Board. A vote will be taken by the Board within eight (8) days after the Director's elections to determine the new Chair and Treasurer. This vote will take place each year regardless of the staggered terms for Board positions. The Chair and the Treasurer must be different persons.
IV.3.3.1 Chair -- Responsibilities
The Chair will be responsible for leading ImmInst to successfully pursue its mission. The Chair will be responsible for coordinating a yearly conference for the benefit of ImmInst members, and for acting as a liaison to other like-minded organizations.
IV.3.3.2 Treasurer -- Responsibilities
The Treasurer is the administrator of ImmInst funds. The Treasurer will be responsible for reporting to the Board each August 20 and January 20 on all financial aspects of ImmInst for the previous six months (Jan 1 - July 31 & Aug. 1 - Dec. 31).
IV.3.4 Filling Vacancies Among Directors
If one of the offices becomes vacant during the course of a year, the Board shall hold a special meeting to fill it as soon as possible. The vacant office shall be filled by authoritative directorial vote. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
IV.3.5 Removal of a Sitting Director
A sitting director can be removed by a majority vote in a full membership referendum, and an accompanying simple majority in a directorship vote.
Article V. -- Meetings & Voting Procedures
Section 1 -- Meetings
By default, all meetings — including meetings of the Directors — held by ImmInst shall be held in an electronic communicative network as provided by the ImmInst website forums. Members may represent themselves by utilizing an electronic alias as described in Bylaw A. The ImmInst electronic facilities shall be considered an ongoing congregation of members as long as they are commonly and usually accessible. For the purpose of quorum, all members shall be considered present, unless and until a member has given notice of absence. Note of absence can be given by posting to the website forums or by notifying an ImmInst Director in person or in writing. It is the sole responsibility of any member to give note of absence. Notices of absence must be taken into account when determining quorum.
Section 2 -- Voting
All issues arising can be made subject to vote by any ImmInst leader. Votes can either be simple or authoritative directorate votes or referenda. Instances that require a vote according to this Constitution can only be resolved by a vote in the form described. Votes must contain a voting brief that clearly outlines how to vote and what the options are. All votes must be presented in a way as to allow a categorical and categorizable answer. The brief should explain the way that results will be computed, the designated voting period as well as other intrinsic circumstances and requirements of the vote. All votes must allow for an “abstention” option. Votes are usually conducted electronically on the ImmInst website. Votes can also be conducted by other forms of communication as instructed in the vote brief.
Section 3 -- Directorial Votes
All votes of the Board of Directors are resolved by single majority of all votes cast unless this Constitution requires an authoritative majority. An authoritative majority consist of at least five (5) Directors voting in favor of the motion. In the case of equal outcomes, the Chair shall determine the outcome of the vote. Directorial votes will be made available to voting for no less than forty-eight (48) hours.
Section 4 -- Referenda
All Full Members may vote in a referendum. Referenda will be made available to voting for no less than eight (8) days. After this period, any Director can mark a vote as closed by computing the official vote tally. Referenda shall be carried by simple majority of all votes cast. Referenda with multiple choices will be determined by favoring the choice with the greatest percentage. In the case of equal outcomes, the motion shall be considered defeated.
Section 5 -- Special Referendum: Election of Directors
The special referendum shall be organized by those Directors whose positions are not to be filled in this election. If at all possible, they shall also appoint an election watchperson who oversees the proper conduct of the election. This person shall not be a member of the board nor stand for election in this round. Nominations for directorship shall be registered each year from Jan 1st (12am Eastern US) and end January 8th (12am Eastern US). All Full Members in good standing can nominate themselves. Votes may be cast from January 9th (1pm Eastern US) to February 8th (12am Eastern US). All ImmInst Full Members in good standing can vote. A voter can cast a vote for as few as one candidate or as many as all candidates on the ballot. However, a voter cannot cast more than one vote per each candidate. Accepting candidates with the highest number of votes are elected as Directors until all vacant seats are filled. If the last remaining seat(s) are claimed by candidates with equal votes in their favor, a new referendum shall be called where only these candidates stand to fill only the remaining seat(s). This second special referendum shall be resolved within four (4) days and be repeated as necessary until all positions are filled. Accepting candidates with the highest number of votes are elected as Directors. All Directors remain in office until all elections for the coming term have been resolved at which point the Directors whose term has ended and who were not re-elected shall be replaced by the newly elected Directors.
Section 6 -- Anti-Takeover Clause
If the current board reaches the decision that any section of Article II of this Constitution would be compromised by the possible outcome of any vote, it may, by directorial vote halt and reschedule the vote for no less than thirty (30) days.
Section 7 -- Veto
The Chair may, by public declaration, halt and reschedule any vote for no more than thirty (30) days.
Section 8 -- Amendments
This Constitution may only be amended by a referendum and an additional authoritative directorial majority, with the exception of amending representative facts such as changes in the names of the Directors or the address. Such changes are automatically considered authorized.
Bylaws may only be set up and amended by authoritative directorial majority. No Bylaw may contravene any clause of this Constitution.
Article VI. -- Budget
Section 1 -- Expenses
Expenses may only be incurred by a Director for the purpose of furthering the ImmInst mission. Any expense incurred on behalf of ImmInst must be approved by the Treasurer before it is incurred. A Treasurer may approve or veto an expense in full or in part. A Treasurer's decision to approve or veto an expense may be overturned by simple directorial vote.
Section 2 -- Sustainability
ImmInst may not incur debts that exceed its current assets. ImmInst may not sign up to or engage in any activity that involves a variable financial expenditure if that expenditure could possibly exceed current assets and where there is no reasonable option to disengage from the activity in due time to prevent this occurrence.
Section 3 -- Dedicated Donations
A donation shall be considered dedicated if the donor clearly states that the donation is to be used for a specific purpose only and outlines that purpose upon making the donation. Anonymous donations cannot be considered to be dedicated. ImmInst Leadership will decide whether the donation is considered anonymous or not. Donations cannot be dedicated after they have been received. Dedicated donations may only be used for the purpose of their dedication. Membership donations are not considered dedicated donations. Dedicated donations that cannot be used for the purpose of their dedication within twelve (12) months shall be returned to the donor unless the dedication specifies otherwise.
Article VII. -- Definitions
Section 1 -- Definition
The following terms used in this document are to be interpreted in the following manner:
- Forum Member or Basic Member - Registered contributor to the website forums pledged to abide by the ImmInst user agreement (Bylaw A). Basic Forum Membership does not constitute Full Membership into ImmInst.
- Full Members - Any member who makes a donation to ImmInst which brings them into current status as an active support by way of either subscription or lifetime membership donation. Full Members would naturally include all ImmInst Leaders.
- ImmInst Leaders - A Full Member who has been elected to a position of leadership by way of a vote. Leaders include Directors, Advisors, Navigators, and Spokespersons.
- Forum(s) - Short for either Main Forum or an Individual Forum:
- Main Forum - Describes the total website area where members exchange information and interact in electronic medium. The Main Forum consists of Forum Categories, Individual Forums, Forum Topics or Threads, and individual Forum Posts.
- Individual Forum - Subset branch of the Main Forum where members may start a Forum Topic or Thread.
- Forum Category - Describes a section under the Main Forum that consists of Individual Forums.
- Topic or Thread - Individual, member-started nodes of exchange under a specific Forum Category within an Individual Forum.
- Posts - Individual responses to a Forum Topic or Thread.
Section 2 -- Further Definitions
Definitions may be outlined in Bylaws. If in doubt, the Chair may state a valid definition of any term or phrase in any ImmInst document, until overruled by a Bylaw or by this Constitution.
Article VIII. -- Enactment
Section 1 -- Enactment
This Constitution with all its articles, sections, subsections including Bylaws A, B, and C shall come into force on the 30th of December, 2003 only after a unanimous vote in the affirmative by the ImmInst Board.
Section 2 -- Leadership
The following four (4) persons are considered Directors of ImmInst until elections are held in January 2004:
Kenneth X. Sills Kevin Perrott Reason Sebastian Sethe The following three (3) persons are considered Directors of ImmInst until elections are held in January 2005:
Bruce J. Klein Michael Anissimov Susan Fonseca-Klein
The newly constituted board will inform the membership of the id entity of the Chair, the Treasurer, and of other ImmInst Leaders within eight (8) days.
