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RAPA

Articles of Incorporation

Article I -- Name and Objectives

1. The Risk Assessment and Policy Association (hereafter RAPA) shall be a non-profit corporation organized under New Hampshire Revised Statutes Annotated, Ch. 292:1, pagargaph II.

2. The objective of RAPA is to explore issues of assessment and management of health, safety and environmental risks and to further the education and professional development of individuals sharing this objective.

3. RAPA may affiliate with other entities sharing common goals.

4. RAPA is organized exclusively for educational, literary and scientific purposes and may make distributions to organizations that qualify under Section 501(c)(3) of the Internal Revenue Code of 1954, or equivalent, as amended.

5. No part of the earnings of RAPA shall inure to the benefit of any individual. RAPA may pay reasonable compensation for services rendered and make payments and distributions in furtherance of its purposes and objectives and as limited in Article I.4. RAPA will engage in no substantial activities intended to influence particular legislation or campaign on behalf of any candidate for public office.

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Article II -- No Capital Stock

1. There shall be no capital stock or membership certificates.

2. RAPA membership is personal and nontransferable.

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Article III -- Membership and Dues

1. Membership in RAPA shall be open to all individuals who support its purposes and objectives.

2. Only members shall be eligible to hold office and vote upon matters pertaining to RAPA.

3. Dues shall be set by the Board upon recommendation of the Secretary. The board shall be authorized to reduce dues for individuals who are retired or engaged in full time study at an accredited institution of higher education. The Board may reduce or waive dues for other classes of members it may identify and for specific individuals in extraordinary circumstances.

4. A list of members in good standing shall be maintained by the Secretary upon advice of the Treasurer. The list of members will be available to any member upon request and payment of any out of pocket costs incurred in providing it. Also, the Secretary will publish the list of members from time to time as directed by the Board, or every five years.

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Article IV -- Officers and Board

1. Officers shall consist of a President, President-elect, Secretary and Treasurer. The term of the President shall be for two years; he or she shall be succeeded by the President-elect. No person may again serve as President without at least two other persons having served in the interim.

2. The Board shall consist of the President and President-elect, the Secretary and Treasurer ex officio, not fewer than four other members of RAPA to be designated as Councilors, and other members of RAPA who may be designated by the Board to serve in an ex officio capacity.

3. The Board shall appoint a Secretary and Treasurer to serve at its direction and pleasure. The Secretary and Treasurer need not be different individuals. The Treasurer shall collect and disburse funds and otherwise, with such assistance of the Secretary as the Board may direct, supervise the business affairs of RAPA. The Secretary and Treasurer shall make annual reports to the Board.

4. The Board shall establish dues, call meetings of itself or of RAPA, arrange for publication of scholarly papers and other documents, and otherwise pursue the objectives of RAPA.

5. The Board may designate three of its members as an Executive Committee, having such authority as the Board may delegate in writing.

6. The initial Officers and Members of the Board are:

  • Dalton G. Paxman, President;
  • Kristin S. Shrader-Frechette, President-elect;
  • Thomas G. Field, Jr., Secretary and Treasurer;
  • Halina S. Brown, Board Member
  • James H. Flynn, Board Member
  • William R. Freudenburg, Board Member
  • Paul J. Ossenbruggen, Board Member
  • Sheldon J. Reavon, Board Member
  • Rena I. Steinzor, Board Member
  • Jeanette M. Trauth, Board Member

Article V -- Limitation of Liability of Directors and Officers

1. Monetary liability of Difectors and Officers to the Corporatio or its members for any alleged breach of fiduciary duty is hereby eliminated or limited to the fullest extent permitted by New Hampshire Revised Statutes Annotated, Ch. 292:1, pagargaph V-a and any other provisions of New Hampshire law now or hereinafter in effect.
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Article VI -- Elections and Meetings

1. Elections and other business of RAPA or of the Board may be conducted by mail.

2. A Nominating Committee shall consist of the President, President-elect and Secretary.

3. Nominations for President-elect and Councilors shall be made by the Nominating Committee or by a document signed by no fewer than five members of RAPA received before a date published by the Board -- such date being not fewer than three calendar months following its publication nor fewer than six calendar months before expiration of the term of the current President.

4. Ballots shall be published to all members of RAPA no later than one calendar month before expiration of the term of the current President. Ballots returned within thirty days shall be counted. Those elected shall be determined by a plurality of ballots received.

5. Information or ballots shall be "published" when addressed in accordance with the Secretary's records and entrusted to the U.S. Postal Service as a separate document or as part of any journal of newsletter regularly distributed to members.

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Article VII -- Bylaws, Amendments to Articles and Proposed Dissolution

1. Bylaws or amendments to them, amendments to these articles, or dissolution of RAPA may be proposed by the Board or by a document signed by no fewer than five members. Proposals made other than by the Board must be received by the Secretary no fewer than six calendar months before the expiration of the term of the current President and shall be circulated to Board members for consideration.

2. Proposals as in Article VII.1 shall appear on or with ballots provided for in Article IV.4. Ballots may indicate whether proposals have been endorsed by the Board and shall be published in accordance with Article VI.5.

3. Proposed Bylaws, amendments to them, and dissolution of RAPA shall require majority approval; amendments to these articles shall require two-thirds approval -- in each case, the fraction of votes being determined solely by ballots returned within thirty days.

Article VIII -- Dissolution

1. Upon a vote for dissolution of RAPA as set forth in Article V, the Board shall, after paying or providing for the payment of outstanding liabilities, dispose of all its assets so as to further objectives set forth in Article I in such manner as the Board shall determine, including distribution to one or more organizations as set forth in Article I.4.
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Article IX -- Address

1. The address of RAPA (at Franklin Pierce Law Center) is: 2 White Street; Concord, NH 03301.

Article X -- Signatures and addresses of persons
associating to form the corporation

1. Linda-Jo Schierow; Washington DC
2. Mark Boroush; Washington DC
3. Dalton G. Paxman; Washington DC
4. Kristin Shrader-Frechette; Tampa FL
5. Thomas G. Field, Jr.; Concord NH

Notes

RAPA's articles of incorporation were duly recorded with the City Clerk's Office; Concord, NH and the New Hampshire, Department of State in March 1995.
We appreciate the help of Sheldon Reaven and Marcus Hurn with drafting and formalities.

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Modified 7/20/96 tgf
URL: http://www.piercelaw.edu/risk/rapaart.htm
© 1996 Franklin Pierce Law Center. All rights reserved.
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