1.1 The name of this organization is the "Women’s Health Fitness Institute," hereafter referred to as "WHFI."

2.1 Purpose. The Women’s Health Fitness Institute (WHFI) is organized exclusively for scientific research and public education purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The scientific research in which WHFI participates involves a multi-disciplinary approach to examining how a woman’s physical fitness activity benefits her own health, and the health of her offspring, her family and her community. Target populations include both healthy individuals and underserved, high risk populations. Public education focuses on dissemination of research findings and the implementation of beneficial woman-centered fitness programming for diverse populations.

2.2 Goals. The goals of WHFI are to

2.3 Discrimination Policy. WHFI does not discriminate on the basis of age, race, color, national or ethnic origin, religious preference, disability, or gender, in its policies, by-laws, governance, or any other activity.

2.4 Conflict of Interest Policy. Recognizing the importance of insuring that the research projects with which WHFI is involved are of the highest quality, WHFI abides by the conflict of interest policies of the academic institutions with which it collaborates.  In addition, WHFI has drawn up a Conflict of Interest Policy designed to protect the Institute’s interests when entering into transactions that might benefit the private interest of a director or officer of WHFI or have the potential to result in a possible excess benefit. This policy is attached as a separate document.

ARTICLE III - BOARD OF DIRECTORS    

3.1. Constitution of the Board. The Board of Directors of not less than 3 nor more than 12 directors shall be chosen annually by majority vote of the incorporating directors and the executive director and research associate of WHFI. The number of positions on the Board may be increased or decreased at any time provided by law.

3.2 Removal. Removal will be decided by a majority vote (the Board member in question cannot vote) of the Board. 

3.3. Meetings of the Board.

A. Place – Board meetings shall be held at the principal office of WHFI or at such other place, within or outside of Connecticut, as designated in the notice of meeting.

B. Annual Meeting – Board of Directors annual meeting shall be held in February of each year in the place, on the day and at the hour designated in the call for the meeting. At the meeting, the Board members shall transact such business as comes before them.

C. Special Meetings – The Board president may call or another member may call on the president to call a special meeting upon written request. Board members may meet via email or telephone.

D. Notice of Meetings – Notice of meetings shall be delivered orally, in writing or via email at least 7 days prior to annual meetings and 3 days prior to an email or telephone meeting. Notice shall include date, place, time and topics.

3.4 Executive Committee.

A. The Executive Committee may act in place of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by the By-laws, pursuant to delegation of authority to such Executive Committee by the Board of Directors. The focus of the Executive Committee is on the day-to-day operation of WHFI between Board Meetings. Actions of the Executive Committee shall be reported to the Board for ratification at the next Board Meeting. Another responsibility of the Executive Committee is to identify candidates for election who are capable of advancing the purposes of WHFI.

B. The Executive Committee shall consist of the President of the Board and the Executive Director and Research Associate of WHFI. The President shall call such meetings of the Executive Committee as the business of WHFI may require or a meeting shall be called by the President at the request of two members of the Executive Committee.

3.4 No Compensation. No officer or member of the Board of Directors of WHFI may receive any form of financial payment including complimentary favor for any services rendered to WHFI. However, if the budget permits, meal accommodations, travel and/or lodging (when necessary) will be provided for the annual meeting. All other expenses will be incurred by the Board Member. 


ARTICLE IV - OFFICERS    

4.1. Election. The President, Secretary, Treasurer, and Member Delegates shall be elected by the Members, the Executive Director and the Research Associate. 

4.2. Terms of Office. Officers shall serve a 1-year term, but may be re-elected for a total of 3 terms. 

4.3. Vacancies.  If the office of the President, Secretary, Treasurer, or any of the Member Delegates becomes vacant, a special election of the Full Membership will be held and the successful candidate will be installed within 3 months of when the vacancy occurred. 

4.4. Duties of Officers. The duties of officers will be as hereinafter specified or as otherwise provided by the By-laws. 

A. President. The President shall preside at scheduled meetings of the Board and the Executive Committee of WHFI.

B. Secretary. The Secretary shall assume responsibility for the minutes of all meetings

C. Treasurer. The Treasurer shall oversee the receipt, custody, and disbursement of all funds. The Treasurer shall distribute the Treasurer's report to the Board, detailing monies received and expended.


ARTICLE V - COMMITTEES 

5.1. Strategic Planning. The Strategic Planning Committee shall consist of the Initial Project Manager, the Executive Director, the Research Associate, and the President of the Board. The Strategic Planning Committee shall be responsible for anticipating problems, opportunities, and challenges that are vital to the interest of WHFI and for recommending courses of action and strategies that will protect and benefit WHFI. The Committee will be required to meet at least once a year and to file a written report to the Board at the annual Board meeting. 

5.2 Fall Benefit . The Fall Benefit Committee shall consist of an At-Large member of the Board, WHFI’s publicist, and designated volunteers. The Fall Benefit Committee shall be charged with the planning and execution of an annual benefit for WHFI. The Committee will meet as often as required to accomplish their duties, will report to the Executive Director a minimum of once a month, except during the two months prior to the Benefit, at which time they will work more frequently with the Executive Director. The Committee will also provide a written report to the Board at the annual Board Meeting.

5.3 Website Development. The Website Development Committee shall consist of the Initial Project Manager, the Website Designer, the Publicist and the Research Director, with advisement from the Executive Director. 

5.4 Research Committee. The Research Committee shall consist of the Research Associate, the Executive Director and the President of the Board, plus any Board members or volunteers who can recommend courses of action regarding research, grant-writing, etc. that will protect and benefit  WHFI. The Committee shall meet as needed and provide a written report to the Board at the annual Board Meeting.


ARTICLE VI – DISSOLUTION   

6.1 Distribution of Assets. Upon the dissolution of this organization, assets shall be distributed to one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.