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Acts Index Manual ContentsARTICLES OF INCORPORATION OF NATIONAL SPELEOLOGICAL FOUNDATION
TO: We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation, adopt the following Articles of Incorporation for such corporation pursuant to the District of Columbia Non-profit Corporation Act:
| First. | The name of the corporation is NATIONAL SPELEOLOGICAL FOUNDATION | ||||||||||||||
| Second. | The period of duration is perpetual. | ||||||||||||||
| Third. | The purpose or
purposes for which the corporation is organized is exclusively for scientific,
literary, or educational purposes, including for such purposes serving
the science of speleology and the conservation of caves, and also including
for such purposes the making of distributions either directly or by contributions
to organizations that qualify as exempt organizations under Section 501
(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions
of any future United States Internal Revenue Law); and also in furtherance
of such purposes to accept and receive contributions, gifts, grants, bequests
or devises of any property, real or personal, and to invest and keep invested
funds of this corporation, whether received by contribution, gift, grant,
bequest or devise, provided such limitations and conditions are not in
conflict with the provisions of Section 501 (c) (3) of the Internal Revenue
Code, and to use such funds for this corporation as the board of directors
deems advisable and in general to do anything and everything necessary,
useful or convenient in connection with the organization, maintenance,
and operation of a scientific, literary or educational corporation. This
corporation shall hold its property and assets solely for the purposes
as set forth in this certificate and not for the benefit of any private
individual, shareholder, member, trustee, director or manager of this
corporation, except that the corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and actual expenditures
made in its behalf and to make payments and distributions in furtherance
of the purposes set forth in this certificate. No substantial part of
the activities of the corporation shall be the carrying on of propaganda,
or otherwise attempting to influence legislation, and the corporation
shall not participate in, or intervene in, (including the publishing or
distribution of statements) any political campaign on behalf of any candidate
for public office.
This corporation shall not have nor exercise any power, nor shall it engage in any activity that would prevent it from qualifying (and continuing to qualify) as a corporation as described in Section 501 (c) (3) of the Code, contributions to which are deductible for Federal Income Tax purposes. |
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| Fourth. | The Corporation is to have no members. | ||||||||||||||
| Fifth. | Not applicable. | ||||||||||||||
| Sixth. | The Board of Governors of the National Speleological Society shall appoint the directors (trustees) and shall fill all vacancies which occur in the board of trustees of the corporation. | ||||||||||||||
| Seventh. | Regulation of the internal affairs of the corporation shall be in accordance with the District of Columbia Non-profit Corporation Act (Public Law 87-569) and the bylaws. In the event of termination, dissolution or winding up of this corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed as the board of directors shall determine and only to one or more organizations described in Section 501 (c) (3) of the Internal Revenue Code of 1954. | ||||||||||||||
| Eighth. | The address, including street and number, of its initial registered office is c/o Cross, Murphy, and Smith, 729 Fifteenth Street N.W., Washington, D.C. 20005, and the name of its initial registered agent at such address is James R. Murphy, Esq. | ||||||||||||||
| Ninth. | The number of
directors constituting the initial board of directors is three (3) and
the names and addresses, including street and number of the persons who
are to serve as the initial directors until the first annual meeting,
or until their successors be elected and qualified are:
|
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| Tenth. | The name and address, including
street and number, of each incorporator is:
|
This 13th day of May, 1964
District of Columbia SS:
I, Margaret Lucile Dudley, a notary public, hereby certify that on the 13th day of May, 1964, personally appeared before me William J. Stephenson, William E. Davies, and Theodore M. Schad, who signed the foregoing document as incorporators, and that the statements contained therein are true.
/s/ Margaret Lucile Dudley
Notary Public, D.C.
OFFICE OF THE RECORDER OF DEEDS, D.C.
Corporation Division
Sixth and D Streets, N.W.
Washington, D.C. 20001
CERTIFICATE
THIS IS TO CERTIFY that all provisions of the District of Columbia Non-Profit Corporation Act have been complied with and ACCORDINGLY this Certificate of Incorporation is hereby issued to the NATIONAL SPELEOLOGICAL FOUNDATION as of the date hereinafter mentioned.
Date - July 23, 1964
Peter S. Ridley,
Recorder of Deeds, D.C.
/s/ Alfred Goldstein
Alfred Goldstein
Superintendent of Corporations
1. Name. The Name of this corporation is National Speleological Foundation, and it shall be hereafter referred to as the Foundation.
2. Seal. The seal of the Foundation shall be prescribed by the board of directors (board of trustees).
3. Office. The principal office of the Foundation shall be in the City of Washington, District of Columbia. The Foundation may also have offices at such other places as the board of trustees may from time to time appoint as the purposes of the Foundation may require.
1. Designation. The board of trustees shall constitute the directors of the Foundation and are hereby designated and shall hereinafter be referred to as "board of trustees" in lieu of "board of directors". Likewise, the title "trustee" or "trustees" shall be used in lieu of the title "director" or "directors." The business and property of the Foundation shall be managed and controlled by the board of trustees.
2. Number of Trustees. There shall be not less than five (5) nor more than eleven (11) trustees. The terms of the members of the board of trustees shall be for life or until removed as hereinafter provided, or until a resignation is tendered. In addition to the three trustees (directors) named in the Articles of Incorporation, the following persons shall be added to and serve as trustees of the first board of trustees which shall bring the total number of trustees presently authorized by these bylaws to seven (7):
W. E. Davies
T. M. Schad
W. J. Stephenson
R. H. Gurnee
P. M. Smith
E. Vehslage
Bro. G. Nicholas
3. Resignation. Any trustee may resign at any time by giving written notice of such resignation to the board of trustees.
4. Annual Meeting. There shall be at least one meeting of the board of trustees annually, such meeting, in so far as practicable, to coincide with and to be held in the same place as the annual meeting of the National Speleological Society. There may be other regular meetings of the board of trustees as may be scheduled by the board of trustees.
5. Special Meetings. Special meetings of the board of trustees may be called at any time by the chairman of the board of trustees or upon the request of three (3) members of the board of trustees, such request to specify the purpose and to be set forth in writing and filed with the Secretary of the Foundation.
6. Notice of Meetings. Notice of all trustees' meetings, except as herein otherwise provided, shall be given by mailing the same at least two weeks before the meeting to the usual business or residence address of the trustee, but such notice may be waived by any trustee. Except as provided herein, at any meeting at which every trustee shall be present, even though without any notice or waiver thereof, any business may be transacted.
7. Business by Mail Except for the business of the annual meeting, any business of a regular or special meeting may, at the discretion of the chairman of the board of trustees or at the request of at least three (3) trustees, be conducted by mail.
8. Voting In accordance of Section 21 of the District of Columbia Non-Profit Corporation Act cited above, except as provided in paragraphs 8(a) and (b) below, at annual, regular, and special meetings of the board of trustees a majority of the trustees shall constitute a quorum for the transaction of business and the act of the majority of the board of trustees.
(a) Amendment of Bylaws
(1) Where the proposed amendment has been placed on the agenda, at least a majority vote of the members of the board of trustees will be required to adopt the amendment at any meeting.
(2) Where the proposed amendment has not been placed on the agenda, at least a three-quarters (3/4) vote of the members of the board will be required to adopt the amendment at any meeting.
(3) Where voting of the proposed amendment is to be conducted by mail, at least a two-thirds (2/3) vote of the members of the board will be required to adopt the amendment.
(b) Removal of Trustee
Whether the voting is conducted at a meeting or by mail, a majority vote of the remaining members will be required to remove a trustee.
9. Proxy A trustee may vote at any meeting in person or may vote by a proxy executed in writing by the trustee or his duly authorized attorney-in-fact.
10. Powers All the corporate power authorized by the laws of the District of Columbia, except as otherwise provided herein, shall be and are vested in and shall be exercised by the board of trustees. The board of trustees may, by general resolution, designate committees from among its members and delegate to same, or to officers of the Foundation, such powers as are necessary to accomplish the purposes of the Foundation.
11. Annual Report The board of trustees shall present at the annual meeting of the Foundation and the Society and file with the minutes of board of trustees thereof a report, verified by the president and the treasurer, or by a majority of the trustees showing (a) the whole amount of real and personal property owned by the Foundation, where located, and how invested; (b) the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of the acquisition; and (c) the amount applied, appropriated or expended during the year immediately preceding such date and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made.
12. Removal of Trustees Any trustee may be removed by the board of trustees for failure to attend meetings of the board of trustees for a period of one year or for any other reason when, in the sole judgment of the board of trustees, such action is considered to be in the best interest of the Foundation.
1. Number The officers of the Foundation shall be the president, secretary, treasurer, and such other officers with such powers and duties not inconsistent with these bylaws as may be appointed and determined by the board of trustees. Any two offices, except those of president and vice-president, may be held by the same person.
2. Election, Term of Office and Qualifications The president shall be elected annually by the board of trustees from among their number, and the other officers shall be elected at the annual meeting from among such persons as the board of trustees may consider qualified.
3. Vacancies In case any office of the Foundation becomes vacant for any reason, a majority of the trustees may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the election and qualification of his successor at the next annual meeting of the Foundation.
4. Duties of Officers All officers of the Foundation shall have such authority and perform such duties in the management of the property and affairs of the Foundation as may be determined by resolution of the board of trustees.
5. Removal Any officer may be removed from office by the affirmative vote of two-thirds (2/3) of the trustees at any meeting or in a vote by mail for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Foundation, for lack of sympathy with its objects or refusal to render reason
Unless authorized by the board of trustees, no officer, agent or employee shall have any power or authority to bind the Foundation by a contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purposes or for any amount.
The fiscal year of the Foundation shall commence on May 1 of each year and end on April 30 of the following year.
No trustee or officer, or person connected with the Foundation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation and no such person or persons shall be entitled to share in the distribution of any of the Foundation assets upon dissolution of the Foundation. All members of the board of trustees and the officers of the Foundation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Foundation, whether voluntarily or involuntarily, the assets of the Foundation, after all debts have been satisfied, then remaining in the hands of the board of trustees shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the board of trustees may determine or as may be determined by a court of competent jurisdiction upon application by the board of trustees, exclusively to scientific, literary or educational organizations which would then qualify under provisions of Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or hereafter may be amended.
Notwithstanding any other provisions of these bylaws, no trustee, officer, or representative of this Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or hereafter may be amended or by an organization contributions to which are deductible under Section 170 (c) (2) of such Code and Regulations as they now exist or may hereafter be amended.
1. This contract between the NATIONAL SPELEOLOGICAL FOUNDATION, INC., a not for profit, charitable organization incorporated under the laws of the District of Columbia, (hereinafter called the Foundation) and the NATIONAL SPELEOLOGICAL SOCIETY, INC., a not for profit, educational organization incorporated under the laws of the District of Columbia, (hereinafter called the Society) pertains to funds transferred to the Foundation by the Society which are designated for the NSS Trust Funds. It also pertains to any other funds donated to the Foundation and designated for the NSS Trust Funds.
2. The term NSS Trust Funds, as used in this contract, will refer to all funds held by the Foundation for the specific purposes defined in attachments to this contract. The NSS Trust Funds will be segregated by the Foundation into various Individual Funds. The purpose of each Individual Fund and any special conditions under which the income or principal of the Individual Funds shall be returned to the Society shall be described in attachments to this contract. Such attachments may be approved at the same time as this contract or at any time in the future as described below.
3. The Foundation may charge the expenses of managing its investments to the NSS Trust Funds. Such expenses shall first be prorated among the NSS Trust Funds and any other funds held by the Foundation according to their principal amount. The expenses of the Foundation chargeable to the NSS Trust Funds shall then be prorated among the Individual Funds according to their net income.
4. The Foundation will invest the Individual Funds in such a way as to emphasize either growth of the capital investment or income depending upon the purpose of the Individual Funds as stated in the attachments to this contract.
5. This contract shall be terminated and the entire amount of the NSS Trust Funds shall be returned to the Society
(a) in the event of the dissolution of the Foundation;
(b) in the event of a substantial change in the Articles of Incorporation or Bylaws of the Foundation which materially and adversely affects the NSS Trust Funds or the Society.
6. The Foundation may accept contributions to the NSS Trust Funds for the benefit of the Society from the Society or other sources including, but not limited to, individuals, corporations, internal organizations of the Society, or other charitable foundations.
7. Each year, within forty-five days after the end of the Foundation's fiscal year and quarterly thereafter, the Foundation shall report to the Secretary-Treasurer of the Society: (a) the current net worth of each of the Individual Funds in the NSS Trust Funds, (b) non- investment income added to each of the Individual Funds since the prior report, (c) the income, net income, and capital gains distributions earned by each of the NSS Trust Funds since the prior report, (d) commissions and expenses charged to each of the NSS Trust Funds since the prior report, and (e) the portfolio detail for each Individual Fund. The timing of such reports may be adjusted by mutual consent of the treasurers of both organizations. In addition, the Foundation shall immediately notify the Secretary-Treasurer of the Society of any occurrence which significantly affects the NSS Trust Funds or the Foundation..
8. This contract shall be initially made, subsequently amended, or have attachments added or amended by passage of an identical resolution by the Board of Governors of the Society and the Board of Trustees of the Foundation according to the respective rules of the Society and the Foundation regarding changes in their bylaws.
9. This contract replaces any previous contracts or agreements between the Society and the Foundation, either written or oral, and becomes effective when approved by the Board of Governors of the Society and the Board of Trustees of the Foundation. Notwithstanding prior approval of this contract, existing agreements concerning each Individual Fund shall remain in effect until and only until an attachment covering that Fund is approved as described in paragraph 8 above.
10. It is agreed and understood by and between the parties to this contract that the provisions of this contract shall be governed by the laws of the District of Columbia. It is understood and agreed and stipulated by the parties to this contract that it is intended that this contract be performed (at least in part) in the District of Columbia and the parties further stipulate and agree that the courts in the District of Columbia shall have jurisdiction over all questions, disputes, or claims for relief which may arise under or because of this contract.
This contract has been approved by the Board of Governors of the Society on the 22nd day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
IN WITNESS WHEREOF the parties have hereunto set their hand and seal, the Society by its President and Secretary-Treasurer and the Foundation by its President and Secretary.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David Luckins
David Luckins, President
Attest: /s/ Paul J. Stevens
Paul J. Stevens, Sec.-Treas.
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert C.
Muller, Jr.
Albert C. Muller, Jr., President
Attest: /s/ Gordon L. Smith
Gordon L. Smith, Secretary
Amended 6/27/01:30, 3/22/97:9
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Life Membership Fund.
2. The purpose of the Life Membership Fund is to serve as a source of income to the Society sufficient to provide life members with the services normally furnished to regular members. For the purposes of this attachment, life members are defined as life members plus holders of the Outstanding Service Award and Honorary Members.
3. Annually, the Foundation shall return to the Society all net income from the Life Membership Fund up to 100% of the current regular membership rate for each living life member, not to exceed 5.5% of the Fund's total value. Investment returns in excess of the above will normally be reinvested, 1) to seek growth to cover future dues increases, and 2) to cover periods of lower investment returns during market downturns. Any disposition of money from this Fund other than those described above, must be approved as per paragraph 4 of this Attachment.
4. Upon passage of a suitable resolution by two-thirds vote of the Board of Governors of the Society the Foundation shall transfer to another of the Individual Funds any part of the Life Membership Fund in excess of an amount necessary to fund the membership payments specified in paragraph 3 of this attachment plus additional funds reasonably sufficient to provide for foreseeable future increases in membership payments due to increased Society dues. The Foundation shall annually notify the Society Secretary-Treasurer of their estimate of the amount of such excess funding available and describe the basis for their estimate.
5. The Foundation may make loans to the Society from the Life Membership Fund on passage of a resolution requesting such a loan by a 2/3 vote of the Board of Governors of the Society. The granting of such a loan, its amount, rate of interest, and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the Life Membership Fund during one calendar year shall not exceed 20% of the Life Membership Fund, and the total of all such loans outstanding at one time shall never exceed 50% of the Life Membership Fund, with the loaned funds considered part of the Fund.
6. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Headquarters Fund.
2. The purpose of the Headquarters Fund is to furnish capital for the purchase or maintenance of real property to house offices of the Society and to purchase additions or improvements to the office building, equipment, software, and fixtures. The principal, or any part thereof, of the Headquarters Fund shall be returned to the Society to be used for these purposes upon passage of a suitable resolution by a majority vote of the Board of Governors of the Society.
3. The Foundation will reinvest the net income and capital gains distributions from the Headquarters Fund in the Fund.
4. The Foundation, upon passage of a suitable resolution by a 2/3 vote of the Board of Governors of the Society, shall transfer any part, or all, of the Headquarters Fund to another of the Individual Funds.
5. The Foundation may make loans to the Society from the Headquarters Fund on passage of a resolution requesting such a loan by a 2/3 favorable vote of the Board of Governors of the Society. The granting of such a loan, its amount, rate of interest, and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the Headquarters Fund during one calendar year shall not exceed 20% of the Headquarters Fund, and the total of all such loans outstanding at one time shall never exceed 50% of the Headquarters Fund, with the loaned funds considered part of the Fund.
6. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Ralph W. Stone Research Fund.
2. The purpose of the Ralph W. Stone Research Fund is to provide income to the Society with which to support research activities.
3. Each fiscal year an amount equal to 5.5% of the total fund shall be available for payment to the Society. The Foundation Annual Report, as described in Paragraph 7 of the contract, shall specify the funds available. The Foundation shall transfer available funds to the Society upon request for reimbursement from the Secretary-Treasurer. Any funds not requested by the close of the second fiscal year following notification shall be retained in the fund.
4. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
Amended 7/27/01
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the James G. Mitchell Fund.
2. The purpose of the James G. Mitchell Fund is to provide income to the Society to be used as a cash award known as the James G. Mitchell Award. The James G. Mitchell Award was established in 1965 to be given for the best scientific paper presented at any of the sessions of the annual convention by a member (or members) of the Society 25 years old or younger who has applied or been recommended for the Award. Such award shall not be more than 5.5% of the total Fund value (hereafter called the available amount) for the year.
3. The Foundation's annual report, as described in Paragraph 7 of the Contract, shall specify the available amount for the James G. Mitchell Award. After the award has been presented, the Foundation shall reimburse this request up to the available amount. Any excess shall be reinvested in the Fund.
4. In the event that no award is presented in any year, the total investment return for that year shall be reinvested in the Fund.
5. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
Amended 7-27-01
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Lew Bicking Fund.
2. The purpose of the Lew Bicking Fund is to provide income to the Society to be used as a cash award known as the Lew Bicking Award. The Lew Bicking Award was established in 1965 to recognize an individual Society member who, through specific actions, has demonstrated a dedication to the thorough exploration of a cave or group of caves. In 1984 the Award was changed to recognize up to three individuals each year. The total of such awards shall be not be more than 5.5% of the total Fund value (hereafter called the available amount) for the year.
3. The Foundation's annual report, as described in Paragraph 7 of the Contract, shall specify the amount of net income available for the Lew Bicking Award. After the award has been presented, the Foundation shall reimburse this request up to the available amount. Any additional net income shall be reinvested in the Fund.
4. In the event that no award is presented in any year, the total investment return for that year shall be reinvested in the Fund.
5. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
Amended 7/27/01
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Peter M. Hauer Fund.
2. The purpose of the Peter M. Hauer Fund is to provide income to the Society to be used as a cash award known as the Peter M. Hauer Spelean History Award. The Peter M. Hauer Spelean History Award was established in 1979 to be given to an individual or group involved in an outstanding spelean history research project. Such award shall not be more than 5.5% of the total Fund value (hereafter called the available amount) for the year.
3. The Foundation's annual report, as described in Paragraph 7 of the Contract, shall specify the amount of net income available for the Peter M. Hauer Spelean History Award. After the award has been presented, the Foundation shall reimburse this Society request up to the available amount.
4. In the event that no award is presented in any year, the total investment return for that year shall be reinvested in the Fund.
5. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
Amended 7/27/01
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Nature Preserve Fund.
2. The purpose of the Nature Preserve Fund is to serve as a source of income to the Society sufficient to provide for the expenses of ownership of real estate, or any interest in real estate, which has been designated by the Board of Governors of the Society as a Nature Preserve of the National Speleological Society.
3. Each fiscal year an amount equal to 5.5% of the total fund shall be available for payment to the Society. The Foundation Annual Report, as described in Paragraph 7 of the contract, shall specify the funds available. The Foundation shall transfer available funds to the Society upon request for reimbursement from the Secretary-Treasurer. Any funds not requested by the close of the second fiscal year following notification shall be retained in the fund.
4. In addition to the amounts available annually, the Foundation, upon suitable resolution by 2/3 vote of the Board of Governors of the Society, shall transfer to the Society any part of the Nature Preserve Fund needed for extraordinary expenses of the preserves.
5. The Foundation, upon passage of a suitable resolution by a 2/3 vote of the Board of Governors of the Society, shall transfer any part, or all, of the Nature Preserve Fund to another of the Individual Funds.
6. The Foundation may make loans to the Society from the Nature Preserve Fund on passage of a resolution requesting such a loan by a 2/3 vote of the Board of Governors of the Society. The granting of such a loan, its amount, rate of interest, and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the Nature Preserve Fund during one calendar year shall not exceed 20% of the Nature Preserve Fund, and the total of all such loans outstanding at one time shall not exceed 50% of the Nature Preserve Fund, with the loaned funds considered part of the Fund.
7. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
Amended 7/27/01, 3/20/04
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Vandalism Deterrence Reward Fund.
2. The purpose of the Vandalism Deterrence Reward Fund is to pay any rewards which may be required to be paid as a result of the Society's standing offer of a $500 reward for information leading to the arrest and conviction of persons guilty of violating cave protection laws. The conditions under which these rewards will be paid are described in the Society's Cave Vandalism Reward Policy (Appendix W to the Acts of the Board of Governors of the Society) and its successors.
3. The principal of the Vandalism Deterrence Reward Fund is intended to be used to pay said rewards and the administrative costs of the program. The Foundation will reinvest the net income and capital gains distributions from the Vandalism Deterrence Reward Fund in the Fund.
4. Rewards given by the Society and administrative costs of the program will be reimbursed according to policies established by the Board of Governors of the Society.
5. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the International Cooperation Fund.
2. The purpose of the International Cooperation Fund is to provide income to the Society for the program of Grants to Support International Speleological Partnerships and Grants to support International Participation and to provide initiation loans or advanced registrations for U.S. participants for the International Congresses of Speleology.
3. Each fiscal year an amount equal to 5.5% of the total fund shall be available for payment to the Society. The Foundation Annual Report, as described in Paragraph 7 of the contract, shall specify the funds available. The Foundation shall transfer available funds to the Society upon request for reimbursement from the Secretary-Treasurer. Any funds not requested by the close of the second fiscal year following notification shall be retained in the fund.
4. The Foundation, upon passage of a suitable resolution by a 2/3 vote of the Board of Governors of the Society, shall transfer any part, or all, of the International Cooperation Fund to another individual fund(s) held by the Foundation on behalf of the Society as part of the NSS Trust Funds.
5. The Foundation, upon passage of a suitable resolution by the Board of Governors of the Society, shall make available to the Society the principal, or a portion thereof, of the International Cooperation Fund for a loan to an International Congress of Speleology.
6. The Foundation may make loans to the Society from the International Fund on passage of a resolution requesting such a loan by a 2/3 vote of the Board of Governors of the Society. The granting of such a loan, its amount, rate of interest, and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the International Cooperation Fund during one calendar year shall not exceed 20% of the unencumbered principal of the International Cooperation Fund, and the total of all such loans outstanding at one time shall never exceed 50% of the unencumbered principal of the International Fund, with the loaned funds considered part of the Fund.
7. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
Amended 8/7/06:17, 10/5/02, 7/27/01
PERIODICAL SPECIAL FEATURE FUND
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Periodical Special Feature Fund.
2. The purpose of the Periodical Special Feature Fund is to cover the cost of special features in any NSS periodical.
3. After the net income of the Fund is sufficient to pay for the cost of special features in any NSS periodical, any additional net income may be used to supplement any NSS periodical’s budget.
4. Each fiscal year an amount equal to 5.5% of the total fund value shall be available for payment to the Society. The Foundation Annual Report, as described in paragraph 7 of the contract, shall specify the funds available. The Foundation shall transfer available funds to the Society upon request for reimbursement from the Secretary-Treasurer. Any funds not requested by the close of the second fiscal year following notification shall be retained in the fund.
5. This attachment has been approved by the Board of Governors of the Society on the 4th day of November, 2000, and by the Board of Trustees of the Foundation on the___ day of _________.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/
President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/
President
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Sara Corrie Memorial Fund.
2. The purpose of the Sara Corrie Memorial Fund is to provide income to the Society for grants to fund group cave exploration in the United States.
3. 3. Each fiscal year an amount equal to 5.5% of the total fund shall be available for payment to the Society. The Foundation Annual Report, as described in Paragraph 7 of the contract, shall specify the funds available. The Foundation shall transfer available funds to the Society upon request for reimbursement from the Secretary-Treasurer. Any funds not requested by the close of the second fiscal year following notification shall be retained in the fund.
4. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
Amended 7/27/01
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Merle and Bill Stephenson 50th Anniversary Fund. Donations were solicited only until December 31, 1986.
2. The purpose of the Merle and Bill Stephenson 50th Anniversary Fund shall be determined by a 2/3 vote of the NSS Board of Governors at its Annual Meeting in the year 2035.
3. The principle of the Merle and Bill Stephenson 50th Anniversary Fund will be invested to maximize its return until 2035. All income will be reinvested in the Fund until that date.
4. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
l. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Holding Fund.
2. The purpose of the Holding Fund is to allow the Society to invest those funds it does not require in the near term at a higher rate of return than that generally available from commercial banks and savings and loan institutions. Such investment shall seek a high rate of return consistent with the goal of preservation of the principal. The Foundation shall reinvest the net income and capital gains from the Holding Fund in the Holding Fund.
3. Within 30 days of the receipt of written notice from the Society’s Secretary-Treasurer the principal and net income of the Holding Fund, or any part thereof designated by the Society’s Secretary-Treasurer, shall be returned to the Society subject to the limitation that no more than $25,000 is required to be returned in any rolling 180-day period.
4. The Foundation, upon passage of a suitable resolution by a 2/3 vote of the Board of Governors of the Society, shall transfer any part, or all, of the Holding Fund to another of the Individual Funds held by the Foundation on behalf of the Society as part of the NSS Trust Funds.
5. The Foundation may make loans to the Society from the Holding Fund on passage of a resolution requesting such a loan by a 2/3 vote of the Board of Governors of the Society. The granting of such a loan, its amount, rate of interest, and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the Holding Fund during one calendar year shall not exceed 25% of the Holding Fund, and the total of all such loans outstanding at one time shall never exceed 50% of the Holding Fund, with the loaned funds considered part of the Fund.
6. Upon request from the Society’s Secretary-Treasurer the Foundation shall report the most recent statement of principal, net income, and capital gains earned from the Holding Fund.
7. This attachment has been approved by the Board of Governors of the Society on the 22th day of March, 1997, and by the Board of Trustees of the Foundation on the 23th day of March, 1997.
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/ David
Luckins
David Luckins, President
NATIONAL SPELEOLOGICAL FOUNDATION, INC.
By: /s/ Albert
C, Mueller, Jr.
Albert C, Mueller, Jr., President
l. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the Endowment Fund.
2. The purpose of the Endowment Fund is to generate income and capital gains for approved projects and needs of the Society as determined by the Board of Governors.
3. The Society and others may periodically provide funds for the Endowment Fund.
4. The Foundation shall invest funds in the Endowment Fund unitl the balance of the fund exceeds $500,000 so as to emphasize growth of the capital investment. Thereafter the Foundation shall invest so as to emphasize either growth, or income, or both in accordance with written notice from the Society. Unless otherwise directed by the Society the Foundation shall reinvest the net income and capital gains distributions from the Endowment Fund in the Endowment Fund.
5. By majority votd he Society's Board of Governors may require the return of any or all of the net income and capital gains earned by the NSS Endowment Fund during the preceding fiscal year.
6. By a two-thirds vote the Society's Board of Governors may require the return of any or all of the NSS Endowment Fund.
7. The Foundation may make loans to the Society from the Endowment Fund on passage of a resolution by the Society's Board of Governors requesting such a loan. The granting of such a loan, its amount, rate of interest, and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the Endowment Fund during one calendar year shall not exceed 20% of the Endowment Fund, and the total of all such loans outstanding at one time shall not exceed 50% of the Holding Fund, with the loaned funds considered part of the Fund.
8. The Foundation shall report the Endowment Fund principal, incremental and accumulated net income, and capital gains in its report to the Society.
9. This attachment was approved by the Board of Governors of the Society on March 22, 1997 and by the Board of Trustees of the Foundation on 23rd day of March, 1997.
Act 18-674 Amended 3-25-06:9 3-23-02
NATIONAL SPELEOLOGlCAL SOCIETY, INC.
By: /s/ David Luckins
David Luckins, President
NATIONAL SPELEOLOGlCAL FOUNDATION, INC.
By: /s/ Albert C. Mueller, Jr.
Albert C. Mueller, Jr., President
l. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the NSS Publication Trust Fund.
2. The purpose of the NSS Publication Trust Fund is to provide funds for the publication of art and literature by the NSS.
3. The Society, and others, may provide funds for the NSS Publication Trust Fund.
4. The Foundation shall reinvest the net income and capital gains distribution in the NSS Publication Trust Fund.
5. The NSS may use the principal in the NSS Publication Trust Fund to pay for the cost of publishing art and literature which has been approved for publication by the NSS Board of Governors. The Society will return to the NSS Publication Trust Fund 60% of the annual gross sales, or 120% of the cost of goods sold, which ever is greater, of each publication whose cost was financed by the NSS Publication Trust Fund until 120% of the amount withdrawn for the book is repaid.
6. The Foundation, upon passage of a suitable resolution by a two-thirds (2/3) vote of the Board of Governors of the Society, shall transfer any part, or all, of the Publication Fund to another of the individual funds as specified by the NSS Board of Governors.
7. By a two-thirds (2/3) vote, the Society's Board of Governors may request the return of any or all of the NSS Publication Tryst Fund to the Society.
NATIONAL SPELEOLOGlCAL SOCIETY, INC.
By: /s/ Fred Wefer
Fred Wefer, President
NATIONAL SPELEOLOGlCAL FOUNDATION, INC.
By: /s/
President
l. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the NSS Library/Museum Building Trust Fund.
2. The NSS Library/Museum Building Trust Fund was established by the Board of Governors of the National Speleological Society to hold money designated for the purchase of land and the design, construction, and outfitting of an appropriate building or buildings to host NSS Library and/or Museum facilities, with any residue available for acqusition of speleologicaly-significant publications and memorabilia to be housed in the NSS Library and/or Museum.
3. The Foundation shall transfer any part or all of the NSS Library/Museum Building Trust Fund to the NSS upon notification of passage of a suitable resolution by a two-thirds vote of the NSS Board of Governors requesting funds for the above purpose.
4. Until this fund attains a size deemed sufficient by the NSS Board of Governors to permit consideration of construction, it shall be invested by the Foundation for a primary goal of capital appreciation with all income and capital gain distributions reinvested.
5. The Foundation may make loans to the Society from the NSS Library/Museum Building Trust Fund on passage of a resolution requesting such a loan by a two-thirds vote the NSS Board of Governors. The granting of such a loan, its amount, rate of interest, and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the Endowment Fund during one calendar year shall not exceed 20% of the Endowment Fund, and the total of all such loans outstanding at one time shall not exceed 50% of the Holding Fund, with the loaned funds considered part of the Fund.
This attachment has been approved by the NSS Board of Governors on the 7th day of November 1998 and by the Foundation's Board of Trustees on xx.
NATIONAL SPELEOLOGlCAL SOCIETY, INC.
By: /s/ Fred Wefer
Fred Wefer, President
NATIONAL SPELEOLOGlCAL FOUNDATION, INC.
By: /s/
President
This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the Contract) describes the purposes and conditions of the Individual Fund for Litigation to Protect Caves.
The purpose of the Litigation to Protect Caves Fund is to pay for litigation necessary to protect caves and their natural contents, initiated by the Society or by cooperating individuals. The principal, or any part thereof, of the Litigation to Protect Caves Fund shall be returned to the Society to be used for these purposes upon passage of a suitable resolution by majority vote of the Board of Governors of the Society.
The principal of the Litigation to Protect Caves Fund is intended to be used to pay the cost of said litigations and the administrative costs of the program. The Foundation will reinvest the net income and capital gains distributions from the Litigation to Protect Caves Fund in the Fund.
The Foundation may make loans to the Society from the Litigation to Protect Caves Fund on passage of a resolution requesting such a loan by a 2/3 vote of the Board of Governors of the Society. The granting of such a loan, its amount, rate of interest and terms of repayment shall be at the discretion of the Foundation, except that the total amount of such loans from the Litigation to Protect Caves Fund during one calendar year shall not exceed 20% of the Litigation to Protect Caves Fund and the total of all such outstanding at one time shall never exceed 50% of the Litigation to Protect Caves Fund with the loaned funds considered part of the Fund.
This attachment has been approved by the Board of Governors of the Society on the 18th day of March 2000.
NATIONAL SPELEOLOGlCAL SOCIETY, INC.
By: /s/
President
NATIONAL SPELEOLOGlCAL FOUNDATION, INC.
By: /s/
President
Amended 7-27-01
1. This attachment to the contract between the Foundation and the Society pertaining to the NSS Trust Funds (the contract) describes the purposes and conditions of the Individual Fund known as the International Cave Exploration Fund.
2. The purpose of the Fund is to provide grants by the Society to cavers to fund international exploration trips, including Joe Ivy Grants.
3. The Foundation shall reinvest the net income and capital gains distributions from the International Cave Exploration Fund in the International Cave Exploration Fund unless it is transferred to the Society as described in this attachment.
4. Each fiscal year an amount equal to 5.5% of the total fund value shall be available for payment to the Society for grants. The Foundation Annual Report, as described in paragraph 7 of the contract, shall specify the funds available. The Foundation shall transfer available funds to the Society upon request for reimbursement from the Secretary-Treasurer. Any funds not requested by the close of the second fiscal year following notification shall be retained in the fund.
5. The Foundation, upon passage of a suitable resolution by a 2/3 vote of the Board of Governors of the Society, shall transfer any part, or all, of the International Cave Exploration Fund to another individual fund(s) held by the Foundation on behalf of the Society as part of the NSS Trust Funds.
6. By a two-thirds vote, the Society’s Board of Governors may require the return to the Society of any or all of the Fund that has not previously been distributed to the Society.
7. The Foundation shall report the Fund principal, incremental and accumulated net income, and capital gains in its annual written report to the Society.
This attachment has been approved by the Board of Governors of the Society on the 15th day of March, 2003, and by the Board of Trustees of the Foundation on the .
NATIONAL SPELEOLOGICAL SOCIETY, INC.
By: /s/
NATIONAL SPELEOLOGICAL FOUNDATION
By: /s/
Amended 03/15/03
Cross Reference: 19-732 International Cave Exploration Fund
4-16-07
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