Articles of Association

The Extensive Reading Foundation

Article I – Name and Organization

The name of this association is “The Extensive Reading Foundation” (hereafter, “The Foundation”) and is designated an unincorporated nonprofit association created under the laws of the State of Hawaii.

Article II – Intent and Purpose

The Extensive Reading Foundation is a not-for-profit, charitable organization whose purpose is to support and promote extensive reading as an effective tool for language learning. To this end, The Extensive Reading Foundation may engage in any and all lawful activities that may be incidental or reasonably necessary to achieve this purpose, and it shall have and may exercise all other powers and authority now or hereafter conferred upon unincorporated nonprofit corporations in the State of Hawaii.

Article III – Office of the Foundation

  1. The office of The Extensive Reading Association shall be located at academic office of the President of the Foundation.

Article IV – Officers of the Foundation

  1. The Executive Committee shall consist of 6-7 people who shall be in charge of the day-to-day affairs of the Foundation. The Committee shall consist of:
  2. The President / Chair
  3. The Secretary
  4. The Treasurer
  5. Three to four other persons whose duties shall be assigned depending on the current needs of the Foundation.
  6. Members of the Executive Board shall serve a 3-year term, which may be renewed.
  7. Three months prior to the expiration of their term of office, an election committee consisting of at least 3 members of the Board of Directors appointed by the Executive Committee shall call for nominations and conduct the election by appropriate electronic means.
  8. No officer of the Foundation may receive remuneration from the association, although payment may be made for clerical and other work that furthers the aims of the Foundation.

Article V – Board of Directors

  1. The Board of Directors shall consist of a between 20 and 40 persons who shall carry out the work of the Foundation.
  2. New members may be nominated by the Executive Committee and shall be approved unless 10 members or majority of the Board of Directors dissents within 14 days of notification of the nomination by email.
  3. Inactive members may be removed by the Executive Committee in a similar manner.

Article VI – Accounting and Records

The fiscal year of the Foundation shall be January 1 through December 31 of each year. All minute books, correspondence, and other records of the Foundation shall be preserved by the Officers. Records that have ceased to be of use for the conduct of the affairs of Foundation may be turned over for preservation to a depository designated by it, or discarded.

Article VII – Amendments

These Articles of Association may be amended at any time by the Executive Committee, provided that notice is given to the Board of Directors and that there are 5 or fewer dissenting votes or less than 20% of the total membership the Board of Directors, whichever is less.

Article VII – Dissolution

In the event of the dissolution of the Foundation, its property, funds, and other assets shall be transferred to whatever organization or organizations operated exclusively for charitable, educational, and/or scientific purposes as the Foundation may determine, provided such organization or organizations qualify as tax-exempt under the Internal Revenue Code of the United States.

IN WITNESS WHEREOF, the undersigned have executed these Articles of Association on this First day of November, 2012.

Mark Helgesen, President

ATTEST:

Thomas Robb, Treasurer

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