Sound Health Research Institute, Inc.

By-Laws & Articles of Association

These By-Laws are adopted as of this 1st day of October 1998.

Index: Establishment, Purposes, Participants, Board, Director, Authority, Limitations, Amendments, Disputes, Mission

1. There is hereby established a not for profit corporation known as the Sound Health Research Institute, Inc., hereinafter, the Institute. The location of the Institute shall be in New Jersey or wherever the Board of Trustees shall from time to time determine by written resolution. The address of the Institute is: c/o Ralph Fucetola III, Attorney at Law, 58 Plotts Road, Newton, NJ 07860.

2. The Institute is established for charitable, educational, literary and scientific research purposes.

3. Appropriate persons may be invited by the Director to participate in the Institute, as Associates, under the Rules. Voting rights in the Institute are restricted to the Trustees.

4. The Institute shall be directed and supervised by a Director (appointed by the Board for five year terms) and Board of Trustees (consisting of 3 or more persons, chosen by the Board for three year terms), with sole authority to direct the affairs of the Institute pursuant to these By-Laws and the Rules, including the adopting and amending of Rules consistent herewith. The Director and Board shall act by majority vote, which majority must include the Director. The terms of the Director and Board shall continue until replaced by duly chosen successors. The Director shall be a necessary member of a quorum of the Board and a voting ex officio Trustee.

5. The Director is the Chief Executive Officer of the Institute and shall oversee its charitable, educational, research and literary activities, under the Rules.

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6. The Director and Board, or their duly appointed agents and successors, shall have full and absolute power, control and authority over the property of the Institute, subject only to the limitations expressly stated herein:

(1) to purchase, lease, license or otherwise acquire real or other property, and to conserve or improve, or to sell, exchange, lease, license, mortgage, grant easements, pledge, or in any manner dispose of, encumber, improve or deal with the property of the Institute or any part thereof or any interest therein, upon such terms and for such consideration as they deem proper;

(2) to incur indebtedness, borrow, or lend money with or without security; enter into contracts of all kinds; execute, accept, discount, negotiate and deal in commercial paper, evidence of indebtedness and securities or options of all types whatsoever; to purchase or otherwise acquire gold, silver, precious materials and objects of all types; and execute conveyances, licenses, royalty, fee or commission agreements, mortgages, security agreements, leases, and any other instruments, all on behalf of the Institute only;

(3) to compromise or settle any suits, claims or demands, or waive any rights relating to the property of the Institute;

(4) to appoint officers, agents, attorneys, brokers, accountants, and servants, providing the same (where appropriate) reasonable allowances, royalties, fees, commissions, salaries and expenses, as well as paying professional and other proper expenses (and to suspend any appointee, or terminate any appointee for cause); and

(5) to sue and prosecute and defend and all actions in Courts of Law or Equity and before Arbitration Tribunals, or elsewhere, affecting the Institute or its property.

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7. The following limitations shall apply to the activities of the Institute, in so far as same are required by the United States Internal Revenue Code:

(1) The Institute shall carry on no activities not permitted to be carried on [1] by a body exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law) or [2] by a body, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law).

(2) No substantial part of the activities of the Institute shall be carrying on propaganda or otherwise attempting to influence legislation, or participating in, or intervening in, any political campaign on behalf or any candidate for political office or public office.

(3) In the event of dissolution, all of the remaining assets and property of the Institute shall, after necessary expenses, thereof, be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States internal revenue law), and the purposes of which are compatible with the purposes of the Institute.

(4) No part of the income of the Institute shall inure to the private benefit of any member, advisor, or official, or any private individual (except reasonable compensation for services to or for the Institute) and no advisor or official of the Institute, or any private individual, shall be entitled to share in the distribution of the assets on dissolution.

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8. These By-Laws may be amended only upon the written resolution of the Director and Board, approved by the entire Board, including the Director.

9. All disputes arising under, or involving the meaning of these By-Laws and the Rules, or among the members, associates, Institute and its agencies, shall be settled by mediation and binding arbitration. Any such dispute may be referred by any party for binding arbitration pursuant to the Rules then in effect, and under the auspices or, the American Arbitration Association, or such other arbitrator to which the parties may agree. The arbitration decision may be enforced in any tribunal of competent jurisdiction.

10. The Director and Board are authorized to incorporate themselves as a not for profit corporation. All Rights are Reserved under the Uniform Commercial Code.

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11. The Statement of Mission of the Institute is:

  The Institute is established to engage in charitable, educational, literary and scientific research activities (1) to present the health, environmental, ecological, humanitarian and other benefits of Sound Health to the attention of the General Public and Opinion Leaders; (2) to research, and to publish research on, the health, environmental, ecological, humanitarian and other benefits of Sound Health; (3) to provide Sound Health education and services, on an over-all non-profit basis; (4) to research in an institutional and clinic setting with methods of analyzing (including pre-diagnostic, telemetric and other analysis and assessment methods), producing, and using Sound Health and (5) to further the research, development and exploration of Sound Health as a viable compliment to established and alternative wellness practices.

Given in New Jersey as of this 1st day of October, 1998.

Credentials System for Human BioAcoustics - 01/01/05
  Includes Certification, Ethics Code, IRB and Editorial Board.

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