1.1.1.   ARTICLE 1: PURPOSE & POWERS

1.1. Character of Affairs. The purposes of the Society of Metabolic Health Practitioners, Inc. (the “Corporation”) are exclusively educational and charitable as set forth in the Articles of Incorporation. In pursuing such purposes, the Corporation shall not act so as to impair its eligibility for tax exemption under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or the corresponding section of any future tax code.

1.2. Purpose. As set forth in the Articles of Incorporation, the Corporation represents all researchers and practitioners working to improve metabolic health around the world through education, training, and support of evidence-based nutritional approaches, including carbohydrate restriction, as a valid therapeutic option or intervention.

1.3. Mission. As set forth in the Articles of Incorporation, the mission of the Corporation is to be the recognized authority and resource on carbohydrate restriction by:

1.3.1. Establishing a Standard of Care (SoC) for carbohydrate restriction interventions through maintenance of Clinical Guidelines for practitioners of carbohydrate restriction and establishing an online communication forum between practitioners on all subjects related to carbohydrate restriction.

1.3.2. Establishing an evidence-based, unified lobbying group representing carbohydrate restriction as a valid approach to metabolic health.

1.3.3. Establishing and supporting a member practitioner directory of profiles for all practitioners in each of the different categories with an easy, user-friendly search capability such that they can be found by patients and colleagues alike.

1.3.4. Providing education and training for all practitioners wishing to be accredited.

1.3.5. Establishing tiered credentialing criteria for practitioners to be recognised as accredited.

1.3.6. Establishing an evidence-based reference resource for the public including publication of papers, articles, blog posts, talks, as well as live and online seminars.

1.3.7. Making distributions, where possible, to organizations doing work and research in the field of carbohydrate restriction that qualify as exempt under section 501(c)(3) of the internal revenue code.

2.1.1.   ARTICLE 2: OFFICES

2.1. Registered Office. The registered office of the Corporation shall be at such location in Arizona as the Members and/or Directors may from time to time determine.

2.2. Other Offices. The Corporation may also have offices at such other places as the Members and/or Directors may select and the business of the Corporation shall require.

3.1.1.   ARTICLE 3: MEMBERS

3.1. Number. The Corporation shall have one class of members (the “Members”) consisting of the Initial Incorporator and such other persons as the Members admit to Membership.

3.2. Requirements for Membership. No person shall become a Member unless approved by a majority of the Members and the Initial Incorporator.

3.3. Regular Meetings. Meetings shall be held as determined by the Members.

3.4. Annual Meetings. The annual meeting of the Members shall be held before January 31 each year pursuant to a minimum of five (5) days’ written notice.

3.5. Special Meetings. Special meetings of the entire Membership may be called by the President, the Board or any of the Members. At least five (5) days’ written notice shall be given to the Members.

3.6. Quorum. A majority of all Members shall constitute a quorum for the transaction of business at the meeting.

3.7. Voting. Each Member shall be entitled to one vote, in person, by ballot, by mail or by proxy in accord with Section 3.8. Unless otherwise required by these Bylaws, the manner of voting on any matter, including changes in the articles or bylaws, may be by voice vote, show of hands, or by ballot, as determined by the Members present, or by mail or electronic mail if determined by the Members and a means of voting is sent with notice of the question to be voted upon. At any time that there shall be a sole Member of the Corporation, the sole Member shall act by written statement of the action, which shall be filed with the Secretary. The acts of a majority of Members voting shall be deemed to be the acts of the Members.

3.8. Voting by Proxy. Any absent Member eligible to vote at any meeting of the Members may be represented as present and may vote at such meeting by a proxy authorized in writing by the Member or by his or her duly authorized attorney in fact. Such written authorization must specify the matter with respect to which the proxy is granted and the person entitled to vote, must be signed and dated by the Member granting the proxy, and must be filed with the Secretary of the Corporation. A proxy shall be revocable at will, but the revocation shall not be effective until notice of the revocation has been given to the Secretary of the Corporation. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation.

3.9. Unanimous Consent of Members in Lieu of a Meeting. Any action which may be taken at a meeting of Members may be taken without a meeting if a consent (or consents) in writing setting forth the action(s) to be taken shall be signed by all of the Members and shall be filed with the Secretary of the Corporation.

3.10. Expulsion from Membership. Any Member may be expelled from Membership, except the Initial Incorporator who may not be expelled, with or without the assignment of any cause (unless the Initial Incorporator fraudulently and intentionally violated the law), upon a majority vote of all Members present at a duly convened meeting of the Members, provided that written notice of the intention to expel and reasons therefor have been provided in the notice of the meeting. No Member shall be expelled without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

3.11. Honorary Titles. The Board may create such additional classes of “membership,” such as contributing members or honorary members, as they see fit, but such persons shall not have the right of Members under Title 10 of the Arizona Revised Statutes (A.R.S.) from the Arizona State Legislature (the “Act”). The Board of Directors shall determine which Honorary Titles shall be recognised and set the corresponding Annual Dues for each one.

4.1.1.   ARTICLE 4: DIRECTORS

4.1. Powers. The Board of Directors (the “Board”) shall provide oversight of the operations of the Corporation and be required to adopt resolutions on issues including, but not restricted to, compensation levels for employees, approval of large budgetary items, proposed new directions and activities for the Corporation.

4.2. Qualifications of Directors. Each Director shall be an individual of at least 18 years of age, who need not be a resident of Arizona.

4.3. Number, Election and Term of Directors. The Board of Directors shall consist of not fewer than three (3) nor more than fifteen (15) persons, as may be determined from time to time by the Members. Directors shall be chosen annually by ballot of the Members at the annual meeting of the Members and shall serve for terms of two (2) years and until their successors are elected and qualified. Directors may be invited to serve any number of further terms.

4.4. Removal. Any Director may be removed from office, except the Initial Incorporator who may not be removed, with or without the assignment of any cause (unless the Initial Incorporator fraudulently and intentionally violated the law), by a vote of a majority of Directors in office, or of Members present, at a duly convened meeting of the Board or Members, as the case may be, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting (unless the action is taken by the Members), but no formal hearing procedure need be followed.

4.5. Quorum. A majority of all Directors shall constitute a quorum for the transaction of business at any meeting, and the acts of a majority of the Directors present at a duly convened meeting at which a quorum is present shall be the acts of the Board, unless a greater number is required by the Act or these Bylaws.

4.6. Vote. Every Director shall be entitled to one vote. In the event that the Board is unable to make a decision based on a tied number of votes, the President or, otherwise, the Treasurer shall have the power to swing the vote based on his/her discretion.

4.7. Unanimous Consent of Directors in Lieu of Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if a consent (or consents) in writing setting forth the action(s) so taken shall be signed by all of the Directors in office and shall be filed with the Secretary of the Corporation.

4.8. Annual Meeting. The annual meeting of the Board shall be held promptly after the annual meeting of the Members.

4.9. Regular Meetings. Regular meetings of the Board shall be held as determined by the Board.

4.10. Special Meetings. Special meetings of the Board may be called by the Members, the President or by the majority of the Board at any time. At least five (5) days’ written notice shall be given to all Board members.

4.11. Evaluation. The Directors shall at least every other year evaluate their own performance and the composition of the Board in terms of the skills, experience, diversity, and contributions of its members to identify ways it may improve its effectiveness by proposing the selection of new Directors and otherwise.

5.1.1.   ARTICLE 5: OFFICERS

5.1. Positions, Election, Term. The officers of the Corporation shall include an Executive Director, a President, a Secretary and a Treasurer, who shall be elected (except for the Executive Director) by the Directors from among the Directors at the annual meeting of Directors and shall serve for a term of two (2) years and until their successors are elected and qualified. The Executive Director shall be appointed by the Members who may call upon the Board for suggestions and approval. The Executive Director shall serve for a term of two (2) years and until a successor is appointed. The Directors may elect such other officers or assistant officers, who need not be members of the Board, as they deem appropriate from time to time.

5.2. Consecutive Terms. Officers may be invited to serve for consecutive terms any number of times.

5.3. Duties. The duties of the officers shall include the following:

5.3.1. The Executive Director shall see to the day to day operations of the Corporation except as otherwise required by the Act, these Bylaws or a resolution duly adopted by the Board.

5.3.2. The President shall preside at all meetings of the Directors and shall generally supervise the business of the Corporation; and shall execute documents on behalf of the Corporation. The President shall be an ex-officio member of every Corporation committee.

5.3.3. The Secretary shall assure that minutes are prepared and maintained for all meetings of the Board and the Members; shall assure that appropriate notice is given for all meetings of the Board and Members; and shall perform such other duties as may be prescribed by the Board or by the President.

5.3.4. The Treasurer shall assure that accurate accounts of the receipts and disbursements of the Corporation are maintained; shall cause financial reports to be provided to the Board and the Members as requested, but not less than once a year; and shall perform such other duties as may be prescribed by the Board or by the President.

5.4. Removal of Officers. Any Officer may be removed by the Board or the Members, except the Initial Incorporator who may not be removed, with or without the assignment of any cause (unless the Initial Incorporator fraudulently and intentionally violated the law), whenever, in its judgment, the best interests of the Corporation will be served thereby, by a vote of a majority of Directors in office, or of Members present, at a duly convened meeting of the Board or Members, as the case may be, provided that written notice of the intention to consider removal of such Officer has been included in the notice of the meeting. No Officer shall be removed without having the opportunity to be heard at such meeting (unless the action is taken by the Members), but no formal hearing procedure need be followed.

6.1.1.   ARTICLE 6: COMMITTEES

6.1. Establishment. The Members or the Board may establish one or more committees to consist of one or more Directors of the Corporation and, if necessary, any number of non-Directors. Any such committee, to the extent provided in the resolution of the Board or the Members, as the case may be, when forming the committee, shall have and may exercise any of the powers and authority of the Board, except that no committee shall have any power or authority as to the following:

6.1.1. the removal of any member of the Board or the filling of vacancies on the Board;

6.1.2. the adoption, amendment, or repeal of the Bylaws or the Articles of Incorporation;

6.1.3. the amendment or repeal of any resolution of the Board; or

6.1.4. action on matters committed by the Bylaws or by resolution of the Board or the Members to another committee of the Board.

If any person who is not a Director is appointed to any committee, such non-Director shall have no right to vote on any question that would create a binding obligation of the Corporation.

6.2. Appointment to Committees. Unless otherwise set out in these Bylaws, the Members shall have the power to appoint and remove members and chairs of all committees. The Members may seek the advice of the Board in forming and disbanding these committees.

6.3. Creation and Composition of advisory boards. The Members may, at their discretion, establish advisory boards that may include persons who are not Directors. The Members shall have the power to appoint and remove members and chairs of all advisory boards. Such advisory boards shall have no power to bind the Corporation and shall have only such other responsibilities and duties as may be delegated to them by the Members. The Members may seek the advice of the Board in forming and disbanding any advisory boards as well as defining the responsibilities of such advisory boards.

7.1.1.   ARTICLE 7: RESIGNATIONS AND VACANCIES

7.1. Resignations. Any Member, Director or Officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation by the Board shall not be required to make it effective.

7.2. Filling Vacancies:

7.2.1. If a vacancy exists among the positions available for Directors, by virtue of a desire to fill unfilled positions, or by reason of death, resignation, disqualification or otherwise, the Members may choose a person or persons who may serve as a Director for the remainder of the applicable term.

7.2.2. If the position of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification or otherwise, the Directors may choose a person or persons who shall hold office for the remaining term.

7.2.3. If at any time there shall be no Members, the Directors may select a person or persons who shall become the Members of the Corporation or may amend the Bylaws to eliminate Membership.

8.1.1.   ARTICLE 8: MEETINGS AND NOTICE

8.1. Place of Meetings. Meetings may be held at such place within or without Arizona as the Board or Members may from time to time determine or online via a video conference platform selected by the Executive Director.

8.2. Notice. Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or courier service, charges prepaid, or by facsimile transmission or electronic mail, to that person’s address (or facsimile number or e-mail address) appearing on the books of the Corporation, or in the case of Directors, supplied by that person to the Corporation for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with the courier service for delivery to such person or, in the case of facsimile or electronic mail when dispatched. Such notice shall specify the place (or online conferencing link), day and hour of the meeting and any other information which may be required by the Act or these Bylaws, including, in the case of a special meeting of Members, the general nature of the business to be transacted.

8.3. Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

8.4. Electronic Mail. Any action which may be done, or is required to be done, in writing under these Bylaws or the Act, including agreement to a unanimous written consent, shall be valid if sent and received by electronic mail.

9.1.1.   ARTICLE 9: LIABILITY AND INDEMNIFICATION

9.1. General Rule. A Director shall not be personally liable for monetary damages as a Director for any action taken, or any failure to take any action, unless:

9.1.1. the director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in the Act (A.R.S. §10-830) and any amendments and successor acts thereto; and

9.1.2. the breach or failure to perform constitutes self-dealing, wilful misconduct or recklessness;

provided, however, that the foregoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.

9.2. Indemnification. The Corporation shall indemnify any officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Corporation) (a “Proceeding”) by reason of the fact that such person is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another domestic or foreign corporation for-profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no person shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted wilful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.

9.3. Procedure. Unless ordered by a court, any indemnification under Section 9.2 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made:

(a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding;

(b) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or

(c) by the Members.

9.4. Advancement of Expenses. The Corporation shall advance expenses incurred by an officer or Director who may be eligible for indemnification pursuant to this Article in defending a Proceeding unless such Proceeding is brought against the person by or in the right of the Corporation, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

9.5. Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be an officer or Director of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

9.6. Other Rights. This Article shall not be exclusive of any other right which the Corporation may have to indemnify any person as a matter of law.

10.1.1.   ARTICLE 10: AMENDMENTS

10.1. Articles of Incorporation. The Articles of Incorporation of the Corporation may be amended only by a majority of all Members at a duly convened meeting of Members after not less than ten (10) days’ notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby, provided that no such amendment shall be effective without the approval of the Initial Incorporator so long as the Initial Incorporator is a Member of the Corporation.

10.2. Bylaws. The Bylaws may be amended by a majority of all Members at any duly convened meeting of Members or, to the extent not prohibited by law, by vote of the majority of all Directors in office at a duly convened meeting of Directors, after notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby, provided that no such amendment shall be effective without the approval of the Initial Incorporator so long as the Initial Incorporator is a Member of the Corporation.

11.1.1.   ARTICLE 11: MISCELLANEOUS

11.1. Fiscal Year. The fiscal year of the Corporation shall correspond to the calendar year.

11.2. Policies. The Board shall adopt policies dealing with conflicts of interest, whistle-blower protection, and document retention and destruction.

11.3. Headings. In interpreting these Bylaws, the headings of articles shall not be controlling.

11.4. Bond. If required by the Board, any person shall give bond for the faithful discharge of his or her duty in such sums and with such sureties as the Board shall determine.

11.5. Subventions. The Corporation shall be authorized, by resolution of the Directors, to accept subventions on terms and conditions not inconsistent with the Arizona Nonprofit Corporation Law and to issue certificates therefor.

11.6. Corporate Seal. The corporate seal of the Corporation shall be in circular form and shall bear the name of the Corporation and the words “Corporate Seal, Arizona 2020”.

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws for the Corporation were approved and adopted at the initial meeting of the Board on the 28th day of May 2020 and does constitute a complete copy of the Bylaws for the Corporation.

Doug Reynolds, President

Heather Pickett, Secretary

Mark Cucuzzella, Treasurer

Robert Cywes, Director

Eric Westman, Director

Miriam Kalamian, Director

Tro Kalayjian, Director