Articles of Incorporation
We, the undersigned, as proper persons and acting as initial directors
and, thereby, incorporators of a nonprofit corporation under chapters 504A
and 504B of the Code of Iowa, set forth the following articles of
incorporation:
1. Name.
The name of this organization shall be the Iowa Physiological Society,
hereinafter referred to as "The Society" which is incorporated under
chapters 504A and 504B of the Code of Iowa. (Code of Iowa, 504A.6,
504A.29.1)
2. Period of Duration.
The Society shall be renewed at the end of a fifty year period and each
subsequent period by the majority vote of the board of directors, unless
sooner dissolved by a vote of the entire membership carrying by a two-thirds
majority or a greater majority specified in the bylaws. (Code of Iowa,
504A.29.2, 504A.50)
3. Purposes.
The purpose of The Society is to enhance and advance the field of
physiology including its molecular, cellular, organ, and organismal basic
and applied disciplines of research and unite physiologists for this purpose
within the State of Iowa. The "proper purposes" of The Society are limited
to those which are honorable and professional and which may be exercised
within the scope of an organization under section 501(c)(3) of the Internal
Revenue Code and a nonprofit corporation under chapters 504A and 504B of the
Code of Iowa. Funds of The Society may be used for the following purposes:
(Code of Iowa, 504A.29.3)
3.A. Scientific Communications. Within its proper purposes, The
Society is to foster scientific communications to exchange scientific
knowledge including data, theories or hypotheses, but also information about
scientific educational, training, research or funding opportunities, or
other matters of concern to physiologists or individuals or organizations
interested in physiology or related basic or applied disciplines. Matters
within scientific communications, unless excluded or otherwise regulated by
the bylaws, include:
1. Funds may be used to sponsor scientific meetings for the proper
purposes of The Society, including all expenses relating thereto.
2. Funds may be used for transportation, lodging, honoraria, or other
expenses needed to obtain the services of experts in physiology or related
basic or applied disciplines to speak on their topics of expertise in
meetings or other events sponsored by The Society for its proper purposes.
3. Funds may be used to provide scholarships or other payments for travel
or related expenses to allow or encourage specific members, specific
groups of members, or other specific groups to attend scientific meetings
sponsored by The Society for its proper purposes.
4. Funds may be used to provide scholarships or payments for travel or
related expenses to allow specific officers or members to represent The
Society at specific meetings or events sponsored by The Society or other
organizations or individuals for the proper purposes of The Society.
5. Funds may be used to solicit, process, review, print, produce or
otherwise to publish, by ordinary or electronic means, abstracts,
manuscripts or other scientific communications pertaining to scientific
data, theories or hypotheses or to a review of selected scientific topics,
or to other matters of interest to physiologists or individuals or
organizations interested in physiology or related basic or applied
disciplines within the proper purposes of The Society.
6. Funds may be used to solicit, process, review, print, produce or
otherwise to publish, by ordinary or electronic means, books, journals,
pamphlets, papers, video tapes, audio tapes, or other communications or to
sponsor seminars, workshops, training, or related sessions, or for
scientific education or training, or for education as to the role of
physiology or related basic or applied disciplines, or to provide
information concerning educational, training, research, funding, or other
matters of concern to physiologists or individuals or organizations
interested in physiology or related basic or applied disciplines within
the proper purposes of The Society.
7. Funds may be used to perform other acts related to scientific
communications of as allowed by and regulated in the bylaws, providing
such acts fall within the proper purposes of The Society. (Code of Iowa,
490.850 through 490.858, 504A.4.14, 504A.29)
3.B. Scientific Resources. The Society is to develop resources and
become a resource for scientific research or education to promote physiology
or related basic or applied disciplines within the proper purposes of The
Society. Matters within the scope of scientific resources, unless excluded
or otherwise regulated by the bylaws, include:
1. Funds may be used to provide grants, fellowships, scholarships,
lectureships, or other awards for research, dissemination of research,
education, or training in physiology or related basic or applied
disciplines within the proper purposes of The Society.
2. Within the proper purposes of The Society, funds may be used to provide
referrals for individuals, organizations, or institutions seeking
scientific experts to answer inquires, develop consensus, write papers,
lecture, train, inform, testify, test, rate, evaluate, or provide
services, or to apply for grants, fellowships, scholarships, lectureships,
or other opportunities in physiology or related basic or applied
disciplines.
3. Funds may be used to create libraries, databases or other reference
materials that provide information relating to The Society, science, or
opportunities in physiology or related basic or applied disciplines for
use by members or others within the proper purposes of The Society.
4. Within the proper purposes of The Society, funds may be used to access
or allow members to access libraries, databases or other sources of
information about physiology or related basic or applied disciplines.
5. Funds may be used to perform other acts related to scientific resources
as allowed by and regulated in the bylaws, providing such acts fall within
the proper purposes of The Society. (Code of Iowa, 490.850 through
490.858, 504A.4.14, 504A.29)
3.C. Administration and Development. The Society is to administer
and to develop itself within its proper purposes. Matters within the scope
of administration and development, unless excluded or otherwise regulated by
the bylaws, include:
1. Funds may be used to solicit funding, administer, or otherwise to
execute the acts described in article 3.A. within the proper purposes of
The Society and as may be regulated by the board of directors, subject to
such provisions as the bylaws may specify.
2. Funds may be used to solicit funding, administer, or otherwise to
execute the acts described in article 3.B. within the proper purposes of
The Society and as may be regulated by the board of directors, subject to
such provisions as the bylaws may specify.
3. Funds may be used to solicit funding, administer, or otherwise to
execute the acts described in article 4 within the proper purposes of The
Society and as may be regulated by the board of directors, subject to such
provisions as the bylaws may specify.
4. Within the proper purposes of The Society, the board of directors, or
those duly appointed by them, may provide funds for salaries, benefits,
fees or other expenses related to employees or consultants, subject to
regulation by the board of directors and to such provisions as the bylaws
may specify.
5. Within the proper purposes of The Society, the board of directors, or
those duly appointed by them, may provide funds to purchase or lease real
or other property, subject to regulation by the board of directors and to
such provisions as the bylaws may specify.
6. Within the proper purposes of The Society, the board of directors, or
those duly appointed by them, may provide funds to reimburse expenses
incurred by, or advance funds to meet the anticipated expenses of
directors, officers, volunteers, employees or others for purchases or acts
on behalf of The Society, subject to regulation by the board of directors
and to such provisions as the bylaws may specify. Advances in excess of
the amount actually spent for any duly authorized purpose shall be repaid
to The Society in the manner the board of directors shall specify by
direction or regulation.
7. Within the proper purposes of The Society, the board of directors, or
those duly appointed by them, may provide funds to indemnify present or
former directors, officers, members, employees or volunteers for actions
taken in the service of The Society as provided under sections 490.850
through 490.858 of the Code of Iowa, subject to regulation by the board of
directors and to such provisions as the bylaws may specify.
8. Within the proper purposes of The Society, funds may be used to perform
any other acts required by law or regulation or otherwise needed to
establish or maintain The Society's status as a nonprofit corporation
under chapters 504A and 504B or a nonprofit organization under section
501(c)(3) of the Internal Revenue Code, or to perform other acts which the
board of directors shall deem to be within the interests of The Society
and necessary to defend or protect The Society or its present or former
directors, officers, members, employees or volunteers, or to properly
operate The Society. The acts allowed under this section may include, but
are not limited to, filing reports, retaining counsel, or provisions for
depositions, testimony or other expenses related to legal, regulatory or
legislative proceedings.
9. Funds may be used to perform other acts related to administration or
development of The Society as allowed by and regulated in the bylaws,
providing such acts fall within the proper purposes of The Society. (Code
of Iowa, 490.850 through 490.858, 504A.4.14, 504A.29)
3.D. Prohibited Purposes. The Society or it officers are strictly
prohibited and enjoined from any illegal action or any action which would
jeopardize The Society's status as a nonprofit corporation under chapters
504A and 504B of the Code of Iowa or a nonprofit organization under section
501(c)(3) of the Internal Revenue Code. Prohibitions include the following:
1. The Society may not operate for pecuniary profits.
2. The Society may not issue stock, pay dividends or distribute any part
of its income to members or officers except to pay a reasonable amount of
compensation for services rendered or to confer benefits within its
purpose on members, or as final liquidation on dissolution of The Society
within in the limits of the proper purposes of The Society and the Code of
Iowa and the Internal Revenue Code and every other federal and State of
Iowa law and regulation as may pertain to nonprofit corporations under
chapters 504A and 504B of the Code of Iowa or nonprofit organizations
functioning under article 501(c)(3) of the Internal Revenue Code.
3. No loans shall be made by The Society to its officers. Advances for
anticipated travel expenses or other anticipated expenses that are
reasonable or can be documented by meeting announcements, travel
confirmations, catalogs, brochures, advertisements, estimates, etc. are
not considered a loan. Travel advances are to be regulated by the board of
directors, subject to any limitations the bylaws may specify.
4. The Society may not engage in any act of self-dealing, as defined in
4941(d) of the Internal Revenue Code, which would give rise to any
liability for the tax imposed by section 4941(a) of the Internal Revenue
Code.
5. The Society may not retain any excess business holdings as defined in
section 4943(c) of the Internal Revenue Code, which would give rise to any
liability for the tax imposed by section 4943(a) of the Internal Revenue
Code.
6. The Society may not make any investment which would jeopardize the
carrying out of any of The Society's exempt purposes, within the meaning
of section 4944 of the Internal Revenue Code, so as to give rise to any
liability for the tax imposed by section 4944(a) of the Internal Revenue
Code.
7. The Society may not make any taxable expenditures, as defined in
section 4945(d) of the Internal Revenue Code, which would give rise to any
liability for the tax imposed by section 4945(a) of the Internal Revenue
Code. (Code of Iowa, 504A.3, 504A.26, 504A.27, 504A.29, 504B.2.1, through
504B.2.4, 504B.3)
4. Regulation of Internal Affairs.
4.A. Members. Membership in The Society shall be open to all
persons interested in physiology or biophysics independent of national or
international affiliation. For each class of membership the bylaws shall
specify any qualifications, dues and voting rights. To be eligible to vote,
members must be able to demonstrate qualifications specified for a
membership class entitled to vote, be current on dues and not in arrears,
have been a member of The Society for not less than 30 days, and be listed
on the rolls of The Society as a voting member. The chairperson of any
meeting may require that anyone not listed on The Society's rolls as a
voting member immediately prove their eligibility or forfeit their right to
vote at that meeting. Members have the right to participate in the annual
meetings of The Society or in such other activities as The Society shall
duly provide for or sponsor under articles 3A or 3B. (Code of Iowa, 504A.11,
504A.29.3)
4.B. Officers. The officers of The Society shall be the president,
past president, president elect, treasurer and secretary. Officers of The
Society must be proper persons, rather than organizations or corporations.
The president elect shall also serve as vice president. A new president
elect shall be elected by the majority of votes entitled to be cast by the
members present or represented by proxy at each annual meeting of The
Society, regardless of quorum. After one year the president elect shall
become president. After one year the president shall become past president
to serve for a term of one year. A new treasurer shall be elected by the
majority of votes, regardless of quorum, entitled to be cast by the members
present or represented by proxy at the 1998 annual meeting of The Society
and every third annual meeting thereafter. The secretary shall be appointed
from among the committee chairpersons by the board of directors, unless the
bylaws shall be amended to provide for election of a secretary. Other
officers shall be elected by the membership under provisions specified in
the bylaws. In the event that an elected office becomes vacant, the board of
directors shall appoint a member of The Society to the vacant office until
an election is held at the next annual meeting of the Society. Elected
officers may be removed by the majority of votes entitled to be cast by the
members present or represented by proxy at an annual or special meeting of
The Society in which a quorum is present. Appointed officers may be removed
by the majority of votes entitled to be cast by the directors present or
represented by proxy at a meeting of the board of directors in which a
quorum of directors is present. Removal may for any reason that, in the
judgment of those voting, is in the best interests of The Society. (Code of
Iowa, 504A.18, 504A.19, 504A.23, 504A.24, 504A.29.4)
4.C. Board of Directors. There shall be 5 directors on any board
of directors other than the initial board of directors unless the bylaws
shall be amended to indicate another specific number for any board of
directors other than the initial board of directors. The board of directors
shall consist of the president, past president, president elect, treasurer
and secretary unless the bylaws shall be amended to otherwise constitute the
board of directors. At least one-half of the directors, but not less than
three directors, shall constitute a quorum of directors. The president, or
vice president if the office of president is vacant, shall call meetings of
the board of directors as required. The board of directors may meet by
conference call or other electronic means where all persons participating in
the meeting are able to hear each other. Participation in an electronic
meeting constitutes presence at the meeting. Directors shall be notified at
least seven days in advance of a meeting. Notice of meetings shall be deemed
delivered when deposited in the United States Mail addressed to the director
at the director's address as it appears on the records of The Society, with
postage thereon prepaid. Attendance of a director at any meeting shall
constitute waiver of notice of such meeting unless that director attends or
participates in the meeting solely for the purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened. A person who ceases to be an officer, or otherwise to qualify as a
directors under provisions of the bylaws, shall cease to be a director.
(Code of Iowa, 504A.12, 504A.20, 504A.21, 504A.22, 504A.24)
4.D. Committees. The terms "board of directors" and "executive
committee" are interchangeable terms for the purposes of these articles of
incorporation and the bylaws unless the bylaws shall be amended to otherwise
constitute the executive committee. Other committees may be formed for
specific purposes by a resolution of the majority of the full board of
directors or as provided in the bylaws. The executive committee, but no
other committee, may adopt a resolution recommending ratification by the
membership of amendments to or restatement of these articles of
incorporation, amendments to the bylaws, a plan for merger or consolidation,
the sale, lease or exchange or other disposition of all or substantially all
of the property or assets of The Society, or voluntary dissolution of The
Society or a revocation thereof. A person who ceases to be an officer, or
otherwise to qualify as an executive committee member as provided in the
bylaws, shall cease to be an executive committee member. (Code of Iowa,
504A.21)
4.E. Meetings. An annual meeting shall be held as provided by the
bylaws. Special meetings may be called by the president or the board of
directors. The board of directors shall call a meeting no sooner than ninety
days after the secretary receives a written petition calling for a special
meeting signed by at least one twentieth of the membership having the right
to vote at a meeting of The Society. A notice of each annual or special
meeting shall be delivered to each voting member no less than ten and no
more than fifty days prior to the meeting. Notice of meetings shall be
deemed delivered when deposited in the United States Mail addressed to the
member at the member's address as it appears on the records of The Society,
with postage thereon prepaid. A quorum shall consist of one-tenth of the
members eligible to vote in any annual or special meeting. The majority of
votes entitled to be cast on a matter to be voted upon by the members
present or represented by proxy at a meeting in which a quorum is present
shall be necessary for the adoption thereof, except for the election of
officers at the annual meeting or unless a greater proportion is required
elsewhere in these articles of incorporation or the bylaws. (Code of Iowa,
504A.13, 504A.14, 504A.15, 504A.16)
4.F. Books, Records and Reports. The president shall keep, or
cause to be kept, complete and correct minutes of The Society meetings, the
proceedings of its members, board of directors, and committees, and lists of
members of the Society, indicating voting members and of members of The
Society's board of directors. The treasurer shall keep, or cause to be kept,
complete and correct books of The Society and a record of any salary or fees
paid to any officer or any director. The president shall serve as registered
agent and provide an address to serve as registered office. At the end of
each annual meeting the new president shall submit the required form for
change of registered agent and registered office to the Secretary of State
of Iowa. From the year following the issuance of the Certificate of
Incorporation by the Secretary of State of Iowa the president shall file the
required annual report with the Secretary of State of Iowa between May 1 and
July 31. The law specifically requires that a record of The Society's
members entitled to vote be kept at the registered office. This shall be the
responsibility of the president. The Code of Iowa does not specify a
particular site for keeping other records. (Code of Iowa, 504A.9, 504A.25,
504A.26, 504A.83, 504A.84, 504A.85)
4.G. Review of Books, Records and Reports by Members. Any member of
The Society who is entitled to vote, or their agent or attorney, may inspect
all books and records of The Society at any reasonable time for any purpose
specified in section 504A.29 of the Code of Iowa. The member, or their agent
or attorney, shall request an appointment from the president or treasurer,
whomever keeps the requested records, in writing. On receipt of a request to
view records the president or treasurer, whomever keeps the requested
records, shall themselves, or by an agent, make an appointment or
appointments at any reasonable time within thirty days or lessor time
required by law. Inspection of each record shall be at the site where that
record is kept. More than one appointment shall be required to inspect
records at more than one site. The signature of the president or treasurer,
whomever keeps the requested records, shall be evidence of receipt of a
request to view records. (Code of Iowa, 504A.25)
4.H. Review of Information by Non-Members. In any fiscal year, or
longer time set by law, that The Society shall receive state or federal
funding any person (defined in the section 504A.2.9 of the Code of Iowa as
an individual, domestic or foreign corporation for profit or nonprofit,
partnership, association, trust, or fiduciary) may file, by personal
delivery, unless the law shall allow another method, a written request to
the president to review: (1) a list of the names of the members of The
Society's board of directors, (2) the salary of each officer of The Society,
and (3) director's fees of each director of the Society. On receipt of a
request to view records the president shall themselves, or by an agent, make
an appointment for that person to view the records at any reasonable time
within thirty days or lessor time required by law. The president's signature
shall be evidence of receipt of a request under this section. (Code of Iowa,
504A.25A)
4.I. Amendment to the Bylaws. The board of directors shall have
the power to amend or repeal or to adopt new bylaws. New or amended bylaws
must be ratified by the voting members at the next annual or special
meeting. Upon written request of one-twentieth of the voting members the
board of directors shall adopt a resolution setting forth amendments to the
bylaws as proposed by the members and directing that it be presented for
vote at an annual or special meeting of the voting members of The Society
which shall be held not less than ninety days after the petition is filed
with the secretary of The Society. Written notice setting forth the proposed
amendments or a summary of the changes to be effected thereby shall be given
to each member entitled to vote no less than ten and no more than fifty days
prior to the meeting. Such notice shall be deemed delivered when deposited
in the United States Mail addressed to the member at the member's address as
it appears on the records of The Society, with postage thereon prepaid.
Amendments of the bylaws shall be adopted upon receiving at least two-thirds
of the votes which members present at such meeting or represented by proxy
are entitled to cast. Old bylaws will remain in effect until new or amended
Bylaws shall be ratified by the voting membership. The Code of Iowa or
articles of incorporation supersede the bylaws, except that the board of
directors may adopt superior emergency bylaws, subject to ammendment and
section 504A.12 of the Code of Iowa, only in the event of attack on the
United States or nuclear or atomic disaster. (Code of Iowa, 504A.12)
4.J. Amendment or Restatement of the Articles of Incorporation.
The board of directors may adopt a resolution setting forth proposed
amendments or restatement of the articles of incorporation and directing
that it be presented for vote at an annual or special meeting of the voting
members of The Society. Upon written request of one-twentieth of the voting
members the board of directors shall adopt a resolution setting forth
amendments or restatement as proposed by the members and directing that it
be presented for vote at an annual or special meeting of the voting members
of The Society which shall be held not less than ninety days after the
petition is filed with the secretary of The Society. Written notice setting
forth the proposed amendments or restatement or a summary of the changes to
be effected thereby shall be given to each member entitled to vote no less
than ten and no more than fifty days prior to the meeting. Amendments or
restatement of the articles of incorporation shall be adopted upon receiving
at least two-thirds of the votes which members present at such meeting or
represented by proxy are entitled to cast. Such notice shall be deemed
delivered when deposited in the United States Mail addressed to the member
at the member's address as it appears on the records of The Society, with
postage thereon prepaid. The board of directors shall undertake to file
articles of amendment or restated articles of incorporation with the office
of the Secretary of State of Iowa within ninety days of the vote to amend or
restate the articles of incorporation. (Code of Iowa, 504A.13, 504A.14,
504A.29, 504A.30, 504A.34, 504A.35, 504A.36, 504A.37, 504A.38, 504A.39)
4.K. Merger or Consolidation. The board of directors may adopt a
resolution setting forth a proposal for The Society to merge or consolidate
with another nonprofit corporation and direct that it be presented for vote
at an annual or special meeting of the voting members of The Society.
Written notice setting forth the proposal of merger or consolidation to be
effected shall be given to each member entitled to vote no less than ten and
no more than fifty days prior to the meeting. The proposal to merge or
consolidate shall be adopted upon receiving at least two-thirds of the votes
which members present at such meeting or represented by proxy are entitled
to cast. Such notice shall be deemed delivered when deposited in the United
States Mail addressed to the member at the member's address as it appears on
the records of The Society, with postage thereon prepaid. The board of
directors shall undertake to complete the process with dispatch after the
vote to merge or consolidate. (Code of Iowa, 504A.40, 504A.41, 504A.42,
504A.43, 504A.44, 504A.45)
4.L. Sale, Lease, Exchange, or Mortgage of Assets. Sale, lease,
exchange or mortgage of all or substantially all of the assets of The
Society, but at least $5,000.00, shall require approval of the membership.
The board of directors may adopt a resolution setting forth a proposal for
The Society to sell, lease, exchange or mortgage assets and direct that it
be presented for vote at an annual or special meeting of the voting members
of The Society. Written notice setting forth the proposal of sale, lease,
exchange or mortgage of assets shall be given to each member entitled to
vote no less than ten and no more than fifty days prior to the meeting. The
proposal to sell, lease, exchange or mortgage substantially all of the
assets of The Society shall be adopted upon receiving at least two-thirds of
the votes which members present at such meeting or represented by proxy are
entitled to cast. Such notice shall be deemed delivered when deposited in
the United States Mail addressed to the member at the member's address as it
appears on the records of The Society, with postage thereon prepaid. The
board of directors shall undertake to complete the action with dispatch
after the vote to sell, lease, exchange or mortgage substantially all of the
assets of The Society. (Code of Iowa, 504A.46)
4.M. Dissolution and Distributions. Provision for dissolution and
distribution not contained in this section, article 2 of these articles of
incorporation, or the bylaws shall be the provisions of the Code of Iowa,
504A.47 through 504A.64, 504A.87 and 504A.88. In the event of dissolution
funds of The Society funds remaining after payment of all obligations shall
be donated to the American Physiological Society, 9650 Rockville Pike,
Bethesda, Maryland 20814-3991.
4.N. Required Expenditure of Funds. The Society shall distribute its
funds for the purposes specified in these articles of incorporation, for
each taxable year, amounts sufficient to avoid liability for the tax imposed
by section 4942(a) of the Internal Revenue Code. (Code of Iowa, 504B.3)
4.O. Liability. Except as provided in chapter 504A of the Code of
Iowa, no director, officer, employee, or member of The Society is liable for
The Society's debts or obligations. The Society, corporately and as
individuals, holds blameless and not personally liable its directors,
officers, members or other volunteers for actions or omissions affecting The
Society, except for breach of the duty of loyalty for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation
of the law, or for transactions from which the person derives an improper
personal benefit. Members shall hold The Society blameless and not liable
for actions or omissions affecting them, except for actions or omissions not
in good faith or which involve intentional misconduct or knowing violation
of the law. Waiver of liability by members as provided under this section
shall be in partial consideration for membership in The Society. (Code of
Iowa, 504A.101)
4.P. Regulation of Payments and Funding. Except when prohibited by
law, or where it would interfere with the proper purposes of The Society,
the board of directors may prohibit acceptance of payments or funding from
any source if acceptance of such payments or funding would place
requirements on The Society which, in the opinion of the voting directors,
could nullify or substantially nullify the value of the payments or funding,
require actions that could excessively interfere with the orderly operation
of The Society, or require actions that could lead to undue discontent on
the part of The Society's officers, committee chairpersons, committee
members, staff, volunteers or members. In the absence of a policy
established by the board of directors, the Treasurer shall defer acceptance
of payments or funding that carry any requirement or originate from the
state or federal governments until the board of directors shall decide the
matter. If the board of directors shall not decide the matter within 90 days
the payments or funding shall be considered refused. The treasurer shall
return refused payments or funding to their source, indicating that The
Society has refused them. Refused payments shall not constitute payment of
dues or any other payment to The Society. The fact or possibility of loss or
potential loss to The Society shall in no way interfere with the right of
the board of directors to prohibit acceptance of payments or funding.
4.Q. Regulation of Contracts. Except where prohibited by law,
where it would interfere with The Society's proper purposes, or where
allowed or specified elsewhere in these articles of incorporation or the
bylaws, no contract shall have binding effect on The Society unless approved
by the board of directors or an individual designated by the board of
directors within the guidelines that the board of directors shall specify.
5. Initial Registered Agent and Registered Office.
The initial registered agent is Richard D. McCabe, Ph.D. The address of
the initial registered office of The Corporation is: (Code of Iowa,
504A.29.5, 504A.8)
Iowa Physiological Society
c/o Richard D. McCabe, Ph.D.
Discipline of Physiology & Pharmacology
University of Osteopathic Medicine & Health Science
3200 Grand Avenue
Des Moines, Iowa 50312-4104
6. Initial Board of Directors.
Initial Board of Directors. The number of members constituting the
initial board of directors of The Society is four, and the names and
addresses of the persons who are to serve as directors until the first
annual meeting of the members or until their successors are elected and
shall qualify are: (Code of Iowa, 504A.6)
President:
Richard D. McCabe, Ph.D.
Discipline of Physiology & Pharmacology
Univ. Osteopathic Med. & Health Science
3200 Grand Avenue
Des Moines, IA 50312-4104
President Elect and Vice President:
Charles Wunder, Ph.D.
Department of Physiology & Biophysics
University of Iowa
Basic Science Building
Iowa City, IA 52242
Treasurer:
David D. Gutterman, M.D.
Department of Internal Medicine
Cardiovascular Division
University of Iowa
Iowa City, IA 52242-0001
Secretary:
Luke Mortensen, Ph.D.
Discipline of Physiology & Pharmacology
Univ. Osteopathic Med. & Health Science
3200 Grand Avenue
Des Moines, IA 50312-4104
7. (Reserved)
8. Date of Existence.
The Society shall come into existence as a nonprofit corporation on the
date on which the Secretary of State of Iowa shall issue a Certificate of
Incorporation.
9. Incorporators.
The name and address or each director and, thereby, incorporator of The
Society is:
President:
Richard D. McCabe, Ph.D.
Discipline of Physiology & Pharmacology
Univ. Osteopathic Med. & Health Science
3200 Grand Avenue
Des Moines, IA 50312-4104
President Elect and Vice President:
Charles Wunder, Ph.D.
Department of Physiology & Biophysics
University of Iowa
Basic Science Building
Iowa City, IA 52242
Treasurer:
David D. Gutterman, M.D.
Department of Internal Medicine
Cardiovascular Division
University of Iowa
Iowa City, IA 52242-0001
Secretary:
Luke Mortensen, Ph.D.
Discipline of Physiology & Pharmacology
Univ. Osteopathic Med. & Health Science
3200 Grand Avenue
Des Moines, IA 50312-4104
Signed:
Richard D. McCabe, Ph.D. Charles Wunder, Ph.D.
David D. Gutterman, M.D. Luke Mortensen, Ph.D.
Copyright ( 1996, Richard D. McCabe)
