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Constitution & Bylaws
and Articles of Incorporation

Article I
Name

1.1 Name. The name of the organization shall be The Foundation for Aging Studies and Exercise Science Research. The principal office of the Foundation shall be located at 241 Sir Thomas Lunsford Drive, Williamsburg, Virginia 23185, USA.

Article II
Purposes

2.1 Purposes. The purpose of the Foundation shall be to advance research in aging studies, exercise science, nutrition, and environmental physiology. The functions of the Foundation shall be to:

(1) Promote the functions outlined in the Articles of Incorporation and Mission Statement for the Foundation;
(2) Encourage, promote, sponsor, and report basic research supported by the Foundation;
(3) Sponsor collaborative faculty research in aging studies, exercise science, nutrition, and environmental physiology;
(4) Sponsor joint faculty student research programs and internships;
(5) Fund research and study leaves;
(6) Aid in the development of a laboratory focused on supported research including equipment purchases;
(7) Develop library resources;
(8) Promote publication of research supported by the Foundation;
(9) Sponsor conferences, invited speakers, and visiting faculty;
(10) Provide travel support to professional meetings;
(11) Promote mutual acquaintance and scholarly collegiality among professionals;
(12) Develop additional sources of income for the Foundation through grant applications and fundraising efforts.

Article III
Fiscal Year

3.1 Fiscal Year. The fiscal year of the Foundation shall begin on the first day of January and end on the 31st day of December.

Article IV
Program Director and Advisory Board

4.1 Program Director. The regular affairs of the Foundation shall be administered by its Board of Directors in accordance with the Articles of Incorporation ("Articles") and these Constitution and Bylaws for the Foundation, and shall have power to authorize all acts on behalf of the Foundation. The Board of Directors shall elect and appoint a Program Director, who shall have the power to authorize expenditures of funds in accordance with the purposes of the Foundation and the Article and Bylaws, in addition to those powers assigned by the Board of Directors. The Program Director shall also represent the Foundation in its relationship with all external associations. The Program Director shall each year present at the year end meeting of the Board of Directors a summary report of the finances of the Foundation and of the uses and sources of its funds and purposes of its expenditures.

4.2 Advisory Board.

(a) The Foundation shall have an Advisory Board consisting of three (3) members, one of whom shall be the Program Director. Advisory Board appointments shall be made by the Program Director. Advisory Board appointments shall be for terms of three (3) years. The Advisory Board shall advise the Board of Directors on how to carry out the mission and operations of the Foundation and how to develop new programs and plan future functions. The Advisory Board shall have power to advise only. The Advisory Board may make rules for the conduct of its own meetings, and in the absence of any such rules, said meetings shall be conducted according to Roberts Rules of Order. Any such rules inconsistent with the Articles, Constitution and Bylaws shall not be valid. A quorum shall be constituted by two (2) members of the Advisory Board. Once a quorum has assembled, business may be conducted and decided by a majority vote of those present and voting.

(b) All advisory board members shall serve without salary for their services as Advisors, but they may receive reasonable compensation for special work or services rendered in other capacities at the request of the Board of Directors.

(c) Meetings of the Advisory Board shall be held quarterly or at such times and places as fixed by the Advisory Board, or shall be called by the Program Director upon the written request to the Director by any two (2) members of the Advisory Board via mail, email, telephone, or in person. Minutes shall be kept of all meetings of the Advisory Board and copies shall be distributed to each board member prior to the next meeting of the Advisory Board.

(d) The Advisory Board Chair shall perform all the duties of the Program Director during the latter's absence or disability. The Advisory Board Chair shall also serve as leader of the Advisory Board, preside at meetings of the Advisory Board, serve as ex officio member of all committees of the Advisory Board, represent the Advisory Board in its relationship with the Program Director, and perform other duties as may be assigned by the Program Director. In the event that the office of Advisory Board Chair is vacated, a new Advisory Board Chair shall be appointed by the Board of Directors.

(e) The Advisory Board Vice chair shall be appointed by the Program Director and shall perform all the duties of the Advisory Board Chair during the latter's absence or disability. The Vice chair shall also perform such other duties as may be assigned by the Program Director.

Article VI
Directors

5.1 General. The property, business and affairs of the Foundation shall be managed by the Foundation's Board of Directors. All of the Foundation's powers shall be vested in the Board of Directors. The Board of Directors shall be comprised of not fewer than three (3) and not more than nine (9) Directors.

5.2 Election.

(a) Each Director shall be elected by the then serving Board of Directors at its annual meeting and shall hold office for one (1) year. Any Director may be removed from office by the vote of two-thirds (2/3) in number of the Directors then serving. Any vacancy occurring in the membership of the Board through resignation, increase in its membership or otherwise shall be filled by the affirmative vote of a majority of the then remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire at the next annual meeting of the Board of Directors. If an event occurs that causes the Foundation to have no Directors, one or more Directors shall be appointed by The Borgenicht Foundation or by James H. Knox, Esq.

(b) All Directors shall be eligible to succeed themselves for any number of terms, and any Director whose term has expired shall continue in office notwithstanding such expiration, until his successor shall have been duly elected and qualified, and during such term of office he may exercise all rights, powers and privileges pertaining thereto.

(c) No decrease in the number of Directors by amendment to these bylaws shall have the effect of changing the term of any incumbent Director.

5.3 Committees. The Board of Directors may establish such committees as it deems advisable. Each committee shall consist of at least one Director and shall have such powers as the Board of Directors may prescribe.

5.4 Meetings.

(a) An annual meeting of the Board of Directors shall be held on or about the 1st day in July of each year, or such other date as may be selected by the Board of Directors in their discretion. Other meetings may be called by any officer or Director by giving at least ten (10) and not more than sixty (60) days notice of the time and place thereof.

(b) At all meetings of the Board of Directors a majority of the Directors then serving shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Foundation's Articles of Incorporation or by these bylaws. If at any meeting there is less than a quorum present, a majority of these present may adjourn the meeting without further notice to any absent Director.

(c) Action may be taken by the Directors or a committee of the Board of Directors without a meeting if a written consent, setting forth the action, is signed by all of the Directors or committee members, either before or after such action. Conference telephone or similar communication equipment may be used as permitted in the Code of Virginia.

5.5 Compensation. Directors shall not receive a salary for their services, but may be paid expenses of attending any meeting of the Board of Directors or of any committee. A Director may be employed by the Foundation in any other capacity and receive compensation therefor.

Article VI
Officers

6.1 Appointment. The officers of the Foundation shall consist of a Program Director, a Secretary and a Treasurer, each of whom shall be appointed by the Board of Directors. The Board of Directors may appoint other officers as it considers appropriate and fill a vacancy in any office. The same individual may hold more than one office simultaneously. Each officer shall be appointed to hold office for such term as the Board of Directors may specify. The Board of Directors may remove any officer at any time with or without cause. Each officer shall have the authority and shall perform the duties set forth in these bylaws or, to the extent consistent with these bylaws, the duties prescribed by the Board of Directors.

6.2 Program Director. The Program Director shall be the chief executive officer of the Corporation. In the absence of a Chairman of the Board of Directors, the Program Director shall preside at all meetings of the Board of Directors. Subject to the approval of the Board of Directors, the Program Director may hire, appoint and discharge employees and agents of the Foundation and fix their compensation; may make and sign deeds, leases, contracts and agreements in the name and on behalf of the Foundation; shall have power to implement all directions of the Board of Directors; and shall supervise the business of the Foundation, except as limited by the Board of Directors, the Articles of Incorporation or these bylaws. The Program Director shall perform such other duties as the Board of Directors shall assign to him. The Program Director shall be a member of the Advisory Committee. The Program Director may call and conduct conferences of officers of the Foundation, and shall perform such other duties as are commonly performed by the President of an organization.

6.3 Secretary. The Secretary shall act as secretary of all meetings of the Board of Directors and shall give notices of all such meetings and all other notices required by these bylaws or by law. The Secretary shall record and preserve the proceedings of the meetings of the Board of Directors in a book kept for that purpose and shall have custody of the Foundation's deeds, leases, other contracts and organizational documents. The Secretary shall have custody of the Foundation's seal and shall affix the seal to all documents requiring such impression. The Secretary shall have responsibility for authenticating the Foundation's records and shall perform such other duties as the Board of Directors may assign to him or her.

6.4 Vice President. The Foundation may have one or more Vice Presidents who shall perform all of the responsibilities of the President during the President's absence and such other duties as the Board of Directors may assign to him or her.

6.5 Treasurer. The Foundation shall have a Treasurer who shall keep or cause to be kept full and accurate books of account, cause to be prepared such financial statements of the Foundation as may be required by the Board of Directors and perform such other duties as the Board of Directors may assign to him.

6.6. Other. Other officers shall perform such duties as the Board of Directors may assign to them.

6.7. Compensation. The Board of Directors shall have authority to fix the compensation of all of the Foundation's officers but shall not authorize or pay compensation to any officer in excess of reasonable compensation for services actually rendered to or on behalf of the Foundation. The Board of Directors shall document its determination of reasonable compensation.

Article VII
Indemnification

7.1 Generally.

(a) The Foundation shall indemnify an individual who entirely prevails in the defense of any proceeding to which he was a party because he is or was a Director of the Foundation against reasonable expenses incurred by him in connection with the proceeding.

(b) The Foundation also shall indemnify an individual made a party to a proceeding because he is or was a Director against liability incurred in the proceeding if: (1) he conducted himself in good faith; and (2) he believed: (a) in the case of conduct in his official capacity with the Foundation, that his conduct was in its best interests; and (b) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement or conviction is not, of itself, determinative that the Director did not meet the standard of conduct described in Section 7.1(b).

(c) Notwithstanding the foregoing, the Foundation shall not indemnify a Director under Section 7.1(b) of these bylaws (1) in connection with a proceeding by or in the right of the Foundation in which the Director is adjudged liable to the Foundation; or (2) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he is adjudged liable on the basis that personal benefit was improperly received by him.

(d) Indemnification granted under Section 7.1 in connection with a proceeding by or in the right of the Foundation shall be limited to reasonable expenses incurred in connection with the proceeding.

7.2 Advances. The Foundation shall pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) the Director furnishes the Foundation a written statement of his good faith belief that he has met the standard of conduct described in Section 7.1 above; (2) the Director furnishes the Foundation a written undertaking, executed personally or on his behalf, to repay the advance if it is ultimately determined that he did not meet the standard of conduct (which undertaking shall be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment); and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under Article 9 of the Virginia Nonstock Corporation Act.

7.3 Determination. The Foundation shall not indemnify a Director under Section 7.1 above unless authorized in the specific case after a determination has been made that indemnification of the Director is required under Section 7.1 hereof because he has met the standard of conduct set forth herein. The determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding; (2) if such a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which Directors who are parties may participate in such designation), consisting solely of two or more Directors not at the time parties to the proceeding; (3) by special legal counsel (a) selected by the Board of Directors or its committee in the manner prescribed in subsection (1) or (2) above, or (b) if such a quorum of the Board of Directors cannot be obtained and such a committee cannot be designated, selected by a majority vote of the full Board of Directors, in which Directors who are parties may participate in such selection. Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under Section 4.3 to select counsel.

7.4 Others. Unless limited by the Articles of Incorporation, each officer, employee and agent of the Foundation shall be entitled to indemnification and advance expenses to the same extent as a Director.

7.5 Insurance. The Foundation may purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee or agent of the Foundation, or who, while a director, officer, employee or agent of the Foundation, is or was serving at the request of the Foundation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the Foundation would have power to indemnify him against the same liability under Section 4.1 of these bylaws.

7.6 Application. The Foundation shall have power to make any further indemnity, including advance of expenses, to any Director, officer, employee or agent that may be authorized by the Articles of Incorporation or any bylaw or any resolution adopted, before or after the event, except an indemnity against his or her gross negligence or willful misconduct or knowing violation of the criminal law. Unless the Articles of Incorporation or any such bylaw or resolution provide otherwise, any determination as to any further indemnity shall be made in accordance with Section 4.3 of these bylaws. Each such indemnity may continue as to a person who has ceased to have the capacity referred to above and may inure to the benefit of the heirs, executors and administrators of such a person.

7.7 Limitation. Notwithstanding any other provision hereof, the Foundation shall not indemnify or maintain insurance for indemnification if such acts would be considered self-dealing under Section 4941 of the Internal Revenue Code of 1986, as amended.

Article VIII
Records and Reports

8.1. Generally. The Foundation shall keep as permanent records its Articles of Incorporation and bylaws, annual reports filed with the Virginia State Corporation Commission, minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting and a record of all actions taken by a committee of the Board of Directors on behalf of the Foundation. The Foundation shall maintain appropriate accounting records. The Foundation shall maintain all of its records in written form or in another form capable of conversion into written form within a reasonable time.

8.2 Checks and Notes. Checks, notes, drafts and other orders for the payment of money by the Foundation shall be signed by such persons as the Board of Directors may authorize.

8.3 Notices. Each Director and officer shall furnish in writing to the secretary of the Foundation the address to which notices of every kind may be delivered or mailed. Whenever notice is required by applicable law, the Articles of Incorporation or these bylaws, a written waiver or, in the case of a meeting, the attendance of a Director (except for the sole purpose of objecting to the transaction of business) or, in the case of a unanimous consent, the signing of a consent, shall be deemed a waiver of notice.

Article IX
Amendments

9.1 Amendments. The Board of Directors shall have the power to amend these Constitution and Bylaws with the consent of a majority in number of the Directors then serving except that the consent of two-thirds in number of the Directors then serving shall be required to amend the provisions of the Constitution and Bylaws regarding the consent required to remove a director.

Article XIII
Dissolution

10.1 Dissolution. Upon dissolution of the Foundation, all funds, property, and other assets of the Foundation not necessary to discharge its legal debts and obligations shall be distributed exclusively to one or more organizations exempt under Section 501(c)(3) of the Code for purposes that carry out the purposes of the Foundation as determined by its Board of Directors.


Articles of Incorporation of The Foundation For Aging Studies And Exercise Science Research

The undersigned, desiring to form a nonstock corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia of 1950, as amended, hereby sets forth the following:

A. Corporate Name. The name of the corporation is The Foundation for Aging Studies and Exercise Science Research (the "Foundation").

B. Purposes and Powers.

1. The Foundation is formed exclusively for scientific, educational and charitable purposes as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any other successor provision of law (the "Code"), including the following:

(a) to carry on scientific research in the public interest, and provide resources in support of scientific research in the public interest, in the areas of aging studies, exercise science, nutrition, and environmental physiology, including promoting an interdisciplinary focus on such research and interaction between researchers and students from various disciplines to utilize theory, methodology, and experience to analyze aging, exercise science and nutrition to provide knowledge and accessible programs that will enrich the lives of citizens of all ages;

(b) to carry on scientific research for the purposes of: (i) aiding in the scientific education of college or university students, (ii) obtaining scientific information to be published in treatises, theses, trade publications or other forms that are available to the interested public, (iii) aiding and educating the aging and elderly portion of the population to encourage the development and implementation of healthy exercise and nutritional habits by the aging and elderly portion of the population as well as the general public;

(c) to release, provide and make available the results of the Foundation's research (including any patents, copyrights, processes, or formulae resulting from such research) to the public on a nondiscriminatory basis;

(d) to instruct the public on the subjects of aging, exercise science, nutrition and environmental physiology to demonstrate and educate the public on the latest scientific knowledge in these fields and the usefulness and benefits of exercise and nutrition, including through establishing and maintaining teaching and research projects for undergraduate and post-graduate students, laboratory development and research, development and maintenance of a library of research resources devoted to the subjects of aging, exercise science and nutrition to act as a clearinghouse for dissemination of information on such subjects;

(e) subject to the limitations of purposes described in subparts (i) through (iv) above, to accept, acquire, and receive, for any of its objects and purposes, any property of whatever kind, nature, or description and wherever situated, and subject to the restrictions and limitations hereinafter set forth, to hold, use, and apply the whole or any part of the income therefrom and the principal thereof, either directly or by contributions to organizations that are described in Sections 170(c)(2) and 501(c)(3) of the Code, exclusively for the purposes set forth in Section 170(c)(2)(B) of the Code;

(f) to do all and every such thing as may be necessary, suitable, convenient, usual, or proper for the accomplishment of the purposes herein expressed, or incidental thereto;

2. Notwithstanding any other provision of these Articles, (i) the Foundation shall not perform research only for persons that are (directly or indirectly) its creators and that are not described in Section 501(c)(3) of the Code, (ii) the Foundation shall not be organized or operated to carry on a trade or business, and (iii) the Foundation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (b) by a corporation contributions to which are deductible under Sections 170(c)(2), 2055(a) or 2522(a) of the Code.

3. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

4. If determined to be a private foundation under Section 509 of the Code, the Foundation shall (i) distribute its income at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code, (ii) not engage in any act of self-dealing as defined in Section 4941(d) of the Code, (iii) not retain any excess business holdings as defined in Section 4943(c) of the Code, (iv) not make any investment in such manner as to subject it to tax under Section 4944 of the Code, and (v) not make any taxable expenditure as defined in Section 4945(d) of the Code.

5. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, any director or officer of the Foundation or any other person who is a "private shareholder or individual" within the meaning of Section 501(c)(3) of the Code, except that reasonable compensation may be paid for services rendered to or for the Foundation affecting one or more of its purposes; and no director, officer, or any private individual shall be entitled to share in the distribution of any of the corporate assets on the dissolution of the Foundation. Upon dissolution of the Foundation, all funds, property, and other assets of the Foundation not necessary to discharge its legal debts and obligations shall be distributed exclusively to one or more organizations exempt under Section 501(c)(3) of the Code for purposes that carry out the purposes of the Foundation as determined by its Board of Directors.

C. Members. The Foundation shall have no members, and the management and operations of the Foundation shall be governed exclusively by the Board of Directors of the Foundation.

D. Registered Office and Registered Agent. The address of the Foundation's initial registered office is located in the City of Richmond, at 701 East Byrd Street, Suite 1500, Richmond, Virginia 23219 (P.O. Box 500, Richmond, Virginia 23218-0500). The name of the initial registered agent is David S. Lionberger, Esquire, who is a resident of the Commonwealth of Virginia, a member of the Virginia State Bar and an initial director of the Foundation named herein, and whose business office is identical to the registered office of the Foundation.

E. Directors and Terms of Directors. The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9) persons, and the Foundation's initial Directors shall be appointed by the Incorporator. Thereafter, Directors shall choose their own successors at the annual meeting of the Board of Directors. If an event occurs that causes the Foundation to have no Directors, one or more Directors shall be appointed by Mr. Jack Borgenicht, or if he is unable to unwilling to make such appointment, by Mr. James Knox, Esq. of Clinton, NH. The persons who are to serve as the initial directors have heretofore consented to being named as the initial directors of the Foundation. The Directors shall be appointed at the annual meeting of the Board of Directors, or at any special meeting of the Board of Directors called for the purpose of filling a vacancy, by the Board of Directors of the Foundation, as provided in the Constitution and Bylaws of the Foundation.

F. Limitation on Liability. In any proceeding brought by or on behalf of the Foundation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed one dollar, unless the officer or director engaged in willful misconduct or a knowing violation of the criminal law. Under no circumstances shall the damages assessed against an officer or director in any proceeding exceed the limit specified in the Virginia Nonstock Corporation Act.

G. Amendment. The Board of Directors shall have the power to amend these Articles with the consent of two-thirds in number of the Directors then serving. The Board of Directors shall have the power to amend the Foundation's Constitution and Bylaws with the consent of a majority in number of the Directors then serving except that the consent of two-thirds in number of the Directors then serving shall be required to amend the provisions of the Constitution and Bylaws regarding the consent required to remove a director.