Constitution of the Mormon Transhumanist Association

Article I: Identity
Section 1: Name
The name of this organization shall be the Mormon Transhumanist Association (MTA), hereafter
referred to as the Association.
Section 2: Legal
The Association shall be a 501(C)(3) nonprofit organization.
Section 3: Contact
The principal office of the Association shall be located in the State of Utah, United States of
America. The Association shall publish and maintain email, web site and postal mail addresses.

Article II: Purpose

Section 1: General
The purpose of the Association shall be to promote the Transhumanist Declaration and the
Mormon Transhumanist Affirmation.
Section 2: Transhumanist Declaration
(1) Humanity stands to be profoundly affected by science and technology in the future. We
envision the possibility of broadening human potential by overcoming aging, cognitive
shortcomings, involuntary suffering, and our confinement to planet Earth.
(2) We believe that humanity's potential is still mostly unrealized. There are possible scenarios
that lead to wonderful and exceedingly worthwhile enhanced human conditions.
(3) We recognize that humanity faces serious risks, especially from the misuse of new
technologies. There are possible realistic scenarios that lead to the loss of most, or even all, of
what we hold valuable. Some ofthese scenarios are drastic, others are subtle. Although all
progress is change, not all change is progress.

(4) Research effort needs to be invested into understanding these prospects. We need to
carefully deliberate how best to reduce risks and expedite beneficial applications. We also need
forums where people can constructively discuss what should be done, and a social order where
responsible decisions can be implemented.
(5) Reduction of existential risks, and development of means for the preservation of life and
health, the alleviation of grave suffering, and the improvement of human foresight and wisdom
should be pursued as urgent priorities, and heavily funded.
(6) Policymaking ought to be guided by responsible and inclusive moral vision, taking seriously
both opportunities and risks, respecting autonomy and individual rights, and showing solidarity
with and concern for the interests and dignity of all people around the globe. We must also
consider our moral responsibilities towards generations that will exist in the future.
(7) We advocate the well-being of all sentience, including humans, non-human animals, and any
future artificial intellects, modified life forms, or other intelligences to which technological and
scientific advance may give rise.
(8) We favour allowing individuals wide personal choice over how they enable their lives. This
includes use of techniques that may be developed to assist memory, concentration, and mental
energy; life extension therapies; reproductive choice technologies; cryonics procedures; and
many other possible human modification and enhancement technologies.
Section 3: Mormon Transhumanist Affirmation
(1) We are disciples of the Gospel of Jesus Christ, which is to trust in, change toward, and fully
immerse our bodies and minds in the role of Christ, to become compassionate creators as
exemplified and invited by Jesus.
(2) We understand the Gospel to be compatible with and complementary to many religions and
philosophies, particularly those that provoke strenuous pursuit of compassionate and creative
exaltation.
(3) We seek the spiritual and physical exaltation of individuals and their anatomies, as well as
communities and their environments, according to their wills, desires, and laws, to the extent
they are not oppressive.
(4) We believe that scientific knowledge and technological power are among the means ordained
of God to enable such exaltation, including realization of diverse prophetic visions of
transfiguration, immortality, resurrection, renewal of this world, and the discovery and creation
of worlds without end.
(5) We feel a duty to use science and technology according to wisdom and inspiration, to identify
and prepare for risks and responsibilities associated with future advances, and to persuade others

to do likewise.
(6) We practice our discipleship when we offer friendship, that all may be many in one; when we
receive truth, let it come from whence it may; and when we send relief, consolation and healing,
that raises each other together.

Article III: Members

Section 1: Designations
Members of the Association shall be of two classes.
(a) Basic Member: an individual who wishes to be identified with and promote the purpose of the
Association.
(b) Voting Member: a basic member who qualifies to vote in elections and for other acts of the
members.
Section 2: Qualifications
(a) Basic Member
1. Support the Transhumanist Declaration.
2. Support the Mormon Transhumanist Affirmation.

(b) Voting Member

1. Qualify as a basic member.
2. Contribute annual dues of $100. Students, unemployed, retired and residents of

less-developed countries may contribute reduced annual dues of $40 or an in-kind

donation approved by the Board of Directors.
Section 3: Duties
(a) Basic Member
1. Promote the purpose of the Association.

(b) Voting Member

1. Promote the purpose of the Association.
2. Participate in elections and other acts of the members.

Article IV: Directors

Section 1: Number
The Association shall have nine directors and collectively they shall be known as the Board of
Directors.
Section 2: Qualifications
Directors shall be at least 24 years of age, and shall be voting members in good standing with the
Association.
Section 3: Powers
Subject to the provisions of law and this Constitution relating to action required or permitted to
be taken or approved by the voting members, the activities and affairs of the Association shall be
conducted and all organizational powers shall be exercised by or under the direction of the Board
of Directors.
Section 4: Duties
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively or individually by law or by this
Constitution;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in this
Constitution, prescribe the duties and fix the compensation, if any, of all officers, agents and
employees of the Association;
(c) Supervise all officers, agents and employees of the Association to assure that their duties are
performed properly;
(d) Meet at such times and manner as required by this Constitution;
(e) Register their email and physical addresses with the Secretary, and notices of meetings
emailed to them shall be valid notices thereof.
Section 5: Term
Each director elected in the regular Board of Directors election each April shall hold office for a

period of three years and until his or her successor is elected and qualifies. Three of the nine
directors shall be up for election each April. Directors elected in by-elections, to replace Board
of Directors vacancies, shall serve until the completion of the term of their predecessor.
Section 6: Compensation
Directors shall serve without compensation except that a reasonable fee may be paid to directors
for attending regular and special meetings of directors. In addition, they shall be allowed
reasonable advancement or reimbursement of expenses incurred in the performance of their
duties.
Section 7: Meetings
Meetings shall be held via email and other electronic fora, and all business will be conducted
online. Meetings shall be conducted in an ongoing fashion, stopping before the election of a new
Board of Directors, and resuming after the election of each new Board of Directors. Directors
shall be elected by the voting members, using electronic balloting.
Section 8: Quorum
A quorum for online meetings of the Board of Directors shall exist if two thirds of the directors
are receiving their email, and have not informed the President or Secretary that they will be
unable to read their email for the specified period. Except as otherwise provided under this
Constitution, or provisions of law, no business shall be considered by the Board of Directors at
any meeting at which the required quorum is not receiving their email, or otherwise
electronically participating, and the only motion which the President shall entertain at such a
meeting is a motion to adjourn.
Section 9: Voting
Each director is entitled to one vote on each matter submitted to a vote by the Board of Directors.
Voting at duly held online meetings shall be conducted electronically.
Every act or decision done or made by a simple majority vote of a quorum is the act of the Board
of Directors, unless otherwise required by law or this Constitution.
An act of the Board of Directors may be overridden by a simple super majority vote of voting
members, which may be overridden by an absolute super majority vote of the Board of Directors,
which may be overridden by an absolute majority vote of voting members, which may be
overridden by an absolute unanimous vote of the Board of Directors, which may be overridden
by an absolute super majority vote of voting members.

For the purpose of all votes held by the Association, both by the voting members and by the
Board of Directors, a simple majority shall constitute one vote more than 50% of all votes cast,
an absolute majority shall constitute one vote more than 50% of the total number of eligible
voters, a simple super majority shall constitute one vote more than 66.66% of all votes cast, an
absolute super majority shall constitute one vote more than 66.66% of the total number of
eligible voters, a simple unanimous shall constitute votes equal to all votes cast, and an absolute
unanimous shall constitute votes equal to the total number of eligible voters. The number of all
votes cast shall include formal abstentions.
Section 10: Conduct
Meetings of directors shall be presided over by a President of the Board of Directors, or if there
is no President of the Board of Directors or in her or his absence, by a Vice President of the
Board of Directors, or in the absence of all of these persons, by a President chosen by a majority
of the directors present at the meeting. The Secretary shall act as Secretary of all meetings,
provided that, in her or his absence, the presiding officer shall appoint another person to act as
Secretary of the meeting.
Section 11: Vacancies
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any
director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the President of the Board of
Directors, the Secretary, or the Board of Directors, unless the notice specifies a later time for the
effectiveness of such resignation. No director may resign if the Association would then be left
without a duly elected director or directors in charge of its affairs, except within accordance to
law.
Directors may be removed from office, with or without cause, as permitted by and in accordance
with the law.
Unless otherwise prohibited by this Constitution or provisions of law, vacancies on the Board of
Directors may be filled by a by-election from among the voting members. A person elected to fill
a vacancy on the Board of Directors shall hold office until the end of the term of the person they
are replacing, or until his or her death, resignation or removal from office.
Section 12: Nonliability
The directors shall not be personally liable for the debts, liabilities, or other obligations of the
Association.

Section 13: Indemnification

The directors and officers of the Association shall be indemnified by the Association to the
fullest extent permissible under the law.
Section 14: Insurance
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt
a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the
Association (including a director, officer, employee or other agent of the Association) against
liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's
status as such, whether or not the Association would have the power to indemnify the agent
against such liability under this Constitution or provisions of law.

Article V: Officers
Section 1: Designations
The officers of the Association shall be a President, a Vice President, a Secretary and a
Treasurer. The Association may also have other such officers with such titles as may be
determined from time to time by the Board of Directors.
Section 2: Qualifications
Any voting member, including any director, may serve in any number of offices of the
Association.
Section 3: Election and Term
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office
until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her
successor shall be elected and qualified, whichever occurs first.
Section 4: Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any
time. Any officer may resign at any time by giving written notice to the Board of Directors or to
the President or Secretary. Any such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. The above provisions
of this Section shall be superseded by any conflicting terms of a contract which has been
approved or ratified by the Board of Directors relating to the employment of any officer of the

Association.
Section 5: Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any
officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than
that of President, such vacancy may be filled temporarily by appointment by the President until
such time as the Board of Directors shall fill the vacancy by election. Vacancies may or may not
be filled as the Board of Directors shall determine.
Section 6: Duties of President
The President shall, subject to the control of the Board of Directors, supervise and control the
affairs of the Association and the activities of the officers. He or she shall perform all duties
incident to his or her office and such other duties as may be required by law or this Constitution,
or which may be prescribed from time to time by the Board of Directors. Unless another person
is specifically appointed as President of the Board of Directors, the President shall preside at all
meetings of members, directors and officers of the Association. Except as otherwise expressly
provided by law or this Constitution, he or she shall, in the name of the Association, execute
such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to
time be authorized by the Board of Directors.
Section 7: Duties of Vice President
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice
President shall perform all the duties of the President, and when so acting shall have all the
powers of, and be subject to all the restrictions on, the President. The Vice President shall have
other powers and perform such other duties as may be prescribed by law or this Constitution, or
as may be prescribed by the Board of Directors.
Section 8: Duties of Secretary
The Secretary shall:
Certify, and keep at the principal office of the Association or at such other place as the Board of
Directors may determine, a copy of this Constitution as amended or otherwise altered to date.
Keep at the principal office of the Association or at such other place as the Board of Directors
may determine, a meeting record for all meetings of members, directors and officers of the
Association, indicating the time and place of holding such meetings, whether regular or special,
how called, the notice given, and the names of those present and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of this Constitution or as
required by law.
Be custodian of the records of the Association.
Keep at the principal office of the Association or at such other place as the Board of Directors
may determine, a membership record containing the name, address, class of membership, and
any termination date of each member of the Association.
Exhibit at all reasonable times to any director, or to his or her agent or attorney, on request
thereof, this Constitution, the meeting record, and the membership record.
Request, collect and archive conflict of interest annual statements from all directors and officers
of the Association, as outlined in article IX section 6.
In general, perform all duties incident to the office of Secretary and such other duties as may be
required by law, this Constitution, or which may be assigned to him or her from time to time by
the Board of Directors.
Section 9: Duties of Treasurer
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the Association,
and deposit all such funds in the name of the Association in such banks, trust companies, or other
depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable to the Association from any source
whatsoever.
Disburse, or cause to be disbursed, the funds of the Association as may be directed by the Board
of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the Associations properties and business
transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the
Association, or to his or her agent or attorney, on request therefor.
Render to the President and directors, whenever requested, an account of any or all of his or her
transactions as Treasurer and of the financial condition of the Association.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to
be included in any required reports.

Conduct and record results of periodic reviews of conflict of interest, as outlined in article IX
section 7.
In general, perform all duties incident to the office of Treasurer and such other duties as may be
required by law, by this Constitution, or which may be assigned to him or her from time to time
by the Board of Directors.
Section 10: Compensation
The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of
Directors. In all cases, any salaries received by officers of the Association shall be reasonable
and given in return for services actually rendered to or for the Association.

Article VI: Meetings

Section 1: General
Meetings of members shall be held online in a continuous electronic fashion.
Physical meetings of members shall also be held at least annually, with accommodations made
for members of the Association who wish to participate online.
Section 2: Elections
An election shall begin each year on the first day of April among voting members through
electronic nomination, discussion and voting for the purpose of electing directors to the Board of
Directors. Each election shall consist of three consecutive phases:
1. The first phase of the election shall be nominations, and the number of days for

nominations shall be seven.

2. The second phase of the election shall be discussion, and the number of days for

discussion shall be fourteen.

3. The third phase of the election shall be voting, and the number of days for voting shall be

seven.
Director candidates receiving the highest number of votes up to the number of directors to be
elected shall be elected.

Section 3: Notice
Unless otherwise required by law or this Constitution, notice stating the need to conduct an
online discussion and decision-making shall be delivered not less than three days before the
conducting of said discussion and polling. The notice of any meeting of members at which
directors are to be elected shall also state the names of all those who are nominees or candidates
for election to the Board of Directors at the time notice is given.
Section 4: Quorum
The presence of a quorum for purposes of electronic decision-making shall consist of 51% of the
voting members being subscribed to the electronic forum in which the discussion and decision
takes place. Except as otherwise required by law or this Constitution, no business shall be
considered by the voting members at any meeting at which the required quorum is not present,
and the only motion which the President shall entertain at such a meeting is a motion to adjourn.
Section 5: Voting
Each voting member is entitled to one vote on each matter submitted to a vote by a voting
member. Voting at duly held online meetings, including election of the Board of Directors, shall
be conducted electronically.
Every act or decision done or made by a simple majority vote of a quorum is an act of the
members, unless otherwise required by law or this Constitution.
An act of the members may be overridden by an absolute majority vote of the Board of
Directors, which may be overridden by a simple super majority vote of voting members, which
may be overridden by an absolute super majority vote of the Board of Directors, which may be
overridden by an absolute majority vote of voting members, which may be overridden by an
absolute unanimous vote of the Board of Directors, which may be overridden by an absolute
super majority vote of voting members.
Section 6: Conduct
Meetings of members shall be presided over by the President of the Board of Directors, or if
there is no President of the Board of Directors or in her or his absence, by the Vice President of
the Board of Directors, or if there is no Vice President of the Board of Directors or in her or his
absence, by the President, or if there is no President or in her or his absence, by the Vice
President, or in the absence of all of these persons, by a President chosen by a majority of the
voting members present at the meeting. The Secretary shall act as Secretary of all meetings,
provided that, in her or his absence, the presiding officer shall appoint another person to act as

Secretary of the meeting.

Article VII: Assets

Section 1: Authorization
The Board of Directors, except as otherwise required by law or this Constitution, may by
resolution authorize any officer or agent of the corporation to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances. Unless so authorized, no officer, agent, or
employee shall have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable monetarily for any purpose or in any
amount.
Section 2: Notes
Except as otherwise required by law or specifically determined by resolution of the Board of
Directors, checks, drafts, promissory notes, orders for the payment of money, and other evidence
of indebtedness of the Association shall be signed by the Treasurer and countersigned by the
President.
Section 3: Deposits
All funds of the Association shall be deposited from time to time to the credit of the Association
in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4: Gifts
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest,
or device for the nonprofit purposes of the Association.
Section 5: Inurement
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to,
members, directors or officers of the Association, or trustees, or other private persons, except
that the Association shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the Purpose of the
Association.
Section 6: Endowment

At the end of each calendar year, one tenth of the annual net earnings of the Association shall be
added to an endowment, from which funds may be used only by the vote of an absolute super
majority of two-thirds of the voting members.
Section 7: Dissolution
In the event of the dissolution of the Association, all remaining funds and assets are to be
released to such other organizations as are organized for purposes congruent with the
Transhumanist Declaration and Mormon Transhumanist Affirmation.

Article VIII: Records

Section 1: Maintenance
The Association shall keep at its principal office or at such other place as the Board of Directors
may determine:
(a) Meeting record for all meetings of members, directors and officers of the Association,
indicating the time and place of holding such meetings, whether regular or special, how called,
the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and
losses;
(c) Membership record containing the name, address, class of membership, and any termination
date of each member of the Association;
(d) A copy of this Constitution as amended or otherwise altered to date.
(e) Conflict of interest annual statements from directors and officers of the Association, as well
as a record of periodic reviews of conflict of interest.
Section 2: Inspection
Every director shall have the absolute right at any reasonable time to inspect and copy all books,
records and documents of every kind and to inspect the physical properties of the Association
and shall have such other rights to inspect the books, records and properties of the Association as
may be required by law or this Constitution.
Each and every voting member shall have the following inspection rights, for a purpose
reasonably related to such person's interest as a voting member:

(a) To inspect and copy the Membership Record, at reasonable times, upon written demand on
the Secretary, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary, upon written demand on, and payment of a reasonable charge
to the Secretary, a list of the names, addresses and voting rights of those voting members entitled
to vote for the election of directors as of the most recent record date for which the list has been
compiled or as of the date specified by the voting member subsequent to the date of demand. The
demand shall state the purpose for which the list is requested. The list shall be made within a
reasonable time after the demand is received by the Secretary or after the date specified therein
as of which the list is to be compiled.
(c) To inspect at any reasonable time the Meeting Record, upon written demand on the Secretary
by the voting member, for a purpose reasonably related to such person's interest as a voting
member.
Members of the Association shall have such other rights to inspect the books, records and
properties of the Association as may be required by law or this Constitution.
Any inspection under the provisions of this Section may be made in person or by agent or
attorney, and the right to inspection shall include the right to copy and make extracts.
Section 3: Report
The Board of Directors shall cause any annual or periodic report required under law to be
prepared and delivered to an office of the state and to the members of the Association within the
time limits set by law.

Article IX: Conflict of Interest Policy

Section 1: Purpose
The purpose of the conflict of interest policy is to protect the Associations interest when it is
contemplating entering into a transaction or arrangement that might benefit the private interest of
an officer or director of the Association or might result in a possible excess benefit transaction.
This policy is intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
(a) Interested Person: Any director, officer, or member with delegated powers, who has a direct
or indirect financial interest, as defined below, is an interested person.
(b) Financial Interest: A person has a financial interest if the person has, directly or indirectly,

through business, investment, or family:

1. An ownership or investment interest in any entity with which the Association has a

transaction or arrangement,
2. A compensation arrangement with the Association or with any entity or individual with

which the Association has a transaction or arrangement, or

3. A potential ownership or investment interest in, or compensation arrangement with, any

entity or individual with which the Association is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are
not insubstantial. A financial interest is not necessarily a conflict of interest.
Section 3: Procedures
(a) Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose
the existence of the financial interest and be given the opportunity to disclose all material facts to
the Board of Directors.
(b) Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the
interested person, he/she shall leave the meeting while the determination of a conflict of interest
is discussed and voted upon. The Board of Directors shall decide if a conflict of interest exists.
(c) Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the meeting, but after the presentation,

he/she shall leave the meeting during the discussion of, and the vote on, the transaction or
arrangement involving the possible conflict of interest.
2. The President shall, if appropriate, appoint a disinterested person or committee to

investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the Board of Directors shall determine whether the

Association can obtain with reasonable efforts a more advantageous transaction or

arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under

circumstances not producing a conflict of interest, the Board of Directors shall determine
by a majority vote of the disinterested directors whether the transaction or arrangement is
in the Associations best interest, for its own benefit, and whether it is fair and reasonable.

In conformity with the above determination it shall make its decision as to whether to enter
into the transaction or arrangement.
(d) Violations of the Conflict of Interest Policy
1. If the Board of Directors has reasonable cause to believe a member has failed to disclose

actual or possible conflicts of interest, it shall inform the member of the basis for such
belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the members response and after making further investigation as warranted

by the circumstances, the Board of Directors determines the member has failed to disclose
an actual or possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
Section 4: Records of Proceedings
The minutes of the Board of Directors shall contain:
(a) The names of the persons who disclosed or otherwise were found to have a financial interest
in connection with an actual or possible conflict of interest, the nature of the financial interest,
any action taken to determine whether a conflict of interest was present, and the Board of
Directors decision as to whether a conflict of interest in fact existed.
(b) The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
proceedings.
Section 5: Compensation
(a) A member of the Board of Directors who receives compensation, directly or indirectly, from
the Association for services is precluded from voting on matters pertaining to that members
compensation.
(b) No director, officer or member with delegated powers, whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly, from the
Association is prohibited from providing information regarding compensation.
Section 6: Annual Statements
Each director, officer and member with delegated powers shall annually sign a statement which
affirms such person:

(a) Has received a copy of the conflict of interest policy,

(b) Has read and understands the policy,
(c) Has agreed to comply with the policy, and
(d) Understands the Association is charitable and in order to maintain its federal tax exemption it
must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7: Periodic Reviews
To ensure the Association operates in a manner consistent with charitable purposes and does not
engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be
conducted. The periodic reviews shall, at a minimum, include the following subjects:
(a) Whether compensation arrangements and benefits are reasonable, based on competent survey
information, and the result of arms length bargaining.
(b) Whether partnerships, joint ventures, and arrangements with management organizations
conform to the Associations written policies, are properly recorded, reflect reasonable
investment or payments for goods and services, further charitable purposes and do not result in
inurement, impermissible private benefit or in an excess benefit transaction.

Article X: Severability
Section 1: General
Should any of the provisions or portions of this Constitution be held unenforceable or invalid for
any reason, the remaining provisions and portions of this Constitution shall be unaffected by
such holding.

Article XI: Amendments

Section 1: General
This Constitution may be amended by the vote of an absolute super majority of two-thirds of the
voting members, provided that amendments have been presented to a quorum for thirty days.