Bylaws as amended November 14, 2022
1.1 PRINCIPAL OFFICE. The principal office of the Corporation will be determined by the Board of Directors. Other offices may also be established in such places that the Board deems necessary for the conduct of business. A copy of these bylaws will be kept at the principal’s office and on the organization web internal portal.
1.2 REGISTERED AGENT. The name and address of the Registered Agent is provided in the Articles of Incorporation that were filed with the Secretary of State. The Registered Agent may only be changed by filling out the appropriate paperwork with the Secretary of State. Each change of Registered Agent must be approved by the Board of Directors.
1.3 GOVERNING INSTRUMENTS. The Corporation will operate under the requirements set forth in its Articles of Incorporation and Bylaws. The Bylaws may be amended by the Board of Directors by majority vote at any regular or special meeting.
ARTICLE 2— Purpose, Objectives, and Membership
2.1 CHARITABLE, EDUCATIONAL, RELIGIOUS AND SCIENTIFIC PURPOSES. The Corporation is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The Corporation’s specific purpose is:
- To conduct advanced research in the field of biotechnology, specifically focusing on innovative methods in new-age medicine aimed at combating aging and age-related diseases.
- To promote and facilitate scientific investigations to enhance public understanding of the potential benefits derived from cutting-edge medical approaches, including but not limited to CRISPR, stem cell therapy, gene therapy, cell rejuvenation, and cell reprogramming, with the primary objective of addressing the challenges posed by aging and age-related ailments.
- To contribute to the betterment of the lives of older adults by striving to potentially slow, halt, or reverse the progression of aging-related conditions, ultimately enhancing their quality of life.
- To disseminate information and knowledge regarding the progress and practical applications of aging research, offering insights into methods that may lead to extended and healthier lifespans.
- To promote the advancement of biogerontology by increasing awareness and understanding of this field among healthcare professionals, including physicians and individuals within the healthcare industry.
- To support the professional growth and development of emerging scientists and members engaged in scientific pursuits within the organization.
2.2 INUREMENT OF INCOME. The income of the Corporation shall not be distributed to or used for the benefit of its members, directors, officers, or other persons except that the Corporation is authorized to pay reasonable compensation for services rendered.
2.3 LEGISLATIVE OR POLITICAL ACTIVITIES. The Corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office or dedicate a substantial part of its activities to propaganda or attempts to influence legislation.
2.4 OPERATIONAL LIMITATIONS. The Corporation shall not conduct or participate in any activities not permitted to be carried on by a tax-exempt 501(c)(3) corporation or by a corporation whose contributions are deductible under Section 170(c)(2) of the IRS code of 1954 or the corresponding provision of any future US Internal Revenue Law.
2.5 NONDISCRIMINATION POLICY. Unlawful discrimination based on sex, age, race, color, national origin, religion, physical handicap, or disability will not be permitted or tolerated by the Corporation.
2.6 MEMBERSHIP. The membership of the corporation shall consist of the members of the Board of Directors.
ARTICLE 3—Board of Director Meeting
3.1 MEETING LOCATION. Meetings shall be held at the Corporation’s principal place of business or at an alternate location chosen by the Board.
3.2 REGULAR MEETINGS. Regular Meetings shall be held quarterly at a date and time that is acceptable to the Board members and at a frequency that promotes the growth of the Corporation.
3.3 SPECIAL MEETINGS. Special meetings may be called at any time by the president of the Board of Directors. Notice of the meeting must be received by each Director at least 3 days before the meeting. The notice must include the agenda for the meeting along with the place and time of the meeting.
3.4 TELEPHONE AND VIRTUAL MEETINGS. When necessary or desired, the Board may elect to meet via conference call, virtual video conference or any other means where all participants can hear each other. Decisions made at such meetings will have the same authority and power as a decision made at meetings where the participants were physically present.
3.5 ACTION WITHOUT A MEETING. Any action that may be taken at a regular or special meeting of the Board may be taken without a meeting if all members of the Board, in writing, consent to the action. All such actions will have the same authority and power as actions passed at meetings where the participants were physically present.
3.6 QUORUM. A majority of the voting authorized Directors will constitute a quorum. A quorum is required for actions taken to be considered Board approved. Decisions shall be made by a majority vote of those present and voting.
4.1 AUTHORITY. The business and affairs of the Corporation shall be managed by a Board of Directors subject to any limitations in the Articles of Incorporation.
4.2 ELECTION. The members of the Board of Directors will be elected by the voting members at the annual meeting. The Director will serve for the time specified at his or her election but for no less than one year.
4.3 NUMBER OF DIRECTORS. The number of authorized directors will be determined by the Board but will not be less than three. This number may be increased or decreased as needed by a vote of the Board. No decrease in the number of Directors may shorten the term of an incumbent Director.
4.4 RESIGNATION. At any time, a director may resign by giving a letter of resignation to the Secretary of the Corporation. The resignation will become effective immediately or on the date specified without a vote of the Board. A vote of a quorum of Directors will be required to remove a director for cause.
4.5 VACANCIES. Vacancies on the Board will be filled by a vote of the Board. A majority vote of the current Directors will be required for the election. The Board of Elected Directors will serve until the next annual meeting when a Board of Directors election will be held.
4.6 COMPENSATION. Directors will serve on a voluntary basis and may receive reasonable compensation for their services and expenses incurred and specified by Board resolutions. A Director may be compensated with a reasonable salary for services provided to the Corporation if he/she also serves in another position such as an officer, agent, or employee.
4.7 Founder’s Status. The Founder of Semprefit, David Coello, shall hold a permanent and non-removable position on the Board of Directors as an Honorary Founder Member. The Founder shall have the privilege to participate in all board meetings and discussions, though without the authority to cast a vote. This status shall not be subject to removal or revocation by any subsequent Board of Directors.
ARTICLE 5—Officers
5.1 NUMBER OF OFFICERS. The Corporation shall have at least a President, a Treasurer, and a Secretary. Other officers, along with titles and responsibilities, may be added by the Board of Directors. One person may be selected to serve in more than one position.
5.2 ELECTION. Officers’ election, length of term, and compensation is set by the Board.
5.3 REMOVAL AND RESIGNATION. An officer may be removed or resign at any time, with or without cause. Removal requires a three-quarters (3/4) vote from members of the Board. Resignation requires that the officer submit a written notice of his resignation to the Secretary. 5.4 PRESIDENT. The President will serve, at the discretion and under the supervision of the Board, as the general manager and chief executive officer of the corporation. The President will have the authority and power to run the day-to-day operations of the company under the guidelines provided by the Board. In the absence of a Treasurer, the President will also serve as the Chief Financial Officer (CFO).
5.5 TREASURER. The Treasurer shall oversee the Organization’s finances, budgeting, and financial reporting and present financial reports to the Board regularly.
5.6 SECRETARY. The Secretary will be responsible for: (1) sending out notices for all meetings, (2) keeping minutes for all meetings, (3) maintaining the Corporate Record Book, (4) maintaining Corporation records and seal.
5.7 COMPENSATION. The Board of Directors will set compensation for officers. No officer will be denied compensation due to the fact that they are also a director.
ARTICLE 6–-Authority to Execute
6.1 BINDING POWER. No officer, agent, or any other person or company has the right or power to bind the Corporation by pledge, agreement, contract, or any other means without the expressed written permission of the Board of Directors.
6.2 SIGNATORIES. With authorization from the Board of Directors, the President and Secretary will sign all documents, including all financial documents that require the signature or endorsement of a corporate officer.
In the event of the dissolution of the Organization, all assets and property remaining after payment of debts and obligations shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code or shall distribute its remaining assets ONLY to another tax-exempt organization or to the federal government, or a state or local government, for a public purpose.
8.1 CORPORATE MINUTES. A record of all meetings will be kept at the principal place of business, virtual cloud record management system or at an alternate location chosen by the Board of Directors. The minutes shall include the date, time, location, names of attendees, purpose, and acts of each meeting.
8.2 FINANCIAL RECORDS. The Treasurer will be responsible for maintaining accurate records of all corporate financial transactions. Industry acceptable accounting procedures are to be followed so that the records may be used in the preparation of the Corporation’s tax returns.
8.3 INSPECTION OF RECORDS. Corporate records and Bylaws are available for inspection by Directors. Before examination, the inspecting party must sign an affidavit stating that the information will be kept confidential.
8.4 FISCAL YEAR. The Board of Directors will determine the fiscal year of the Corporation based on the prevailing guidelines of the Internal Revenue Service.
Article 9—Indemnification and Insurance
9.1 INDEMNIFICATION. The directors and officers will be indemnified to the fullest extent of the law by the Corporation. Any director or officer that is found to be negligent or guilty of misconduct will forfeit their indemnification.
9.2 INSURANCE. The Corporation shall have the power to purchase and maintain insurance for any agent of the Corporation including but not limited to directors, officers, and employees.
This is to certify that the foregoing is a true and correct copy of the Initial Bylaws duly adopted by the undersigned Board of Directors.