Constitution Of The Mormon Transhumanist Association

Constitution of the Mormon Transhumanist Association Article I: Identity Section 1: Name The name of this organization shall be the Mormon Transhumanist Association (MTA), hereafter referred to as “the Association”. Section 2: Legal The Association shall be a 501(C)(3) nonprofit organization. Section 3: Contact The principal office of the Association shall be located in the State of Utah, United States of America. The Association shall publish and maintain email, web site and postal mail addresses.

Article II: Purpose Section 1: General The purpose of the Association shall be to promote the Transhumanist Declaration and the Mormon Transhumanist Affirmation. Section 2: Transhumanist Declaration (1) Humanity stands to be profoundly affected by science and technology in the future. We envision the possibility of broadening human potential by overcoming aging, cognitive shortcomings, involuntary suffering, and our confinement to planet Earth. (2) We believe that humanity's potential is still mostly unrealized. There are possible scenarios that lead to wonderful and exceedingly worthwhile enhanced human conditions. (3) We recognize that humanity faces serious risks, especially from the misuse of new technologies. There are possible realistic scenarios that lead to the loss of most, or even all, of what we hold valuable. Some ofthese scenarios are drastic, others are subtle. Although all progress is change, not all change is progress.

(4) Research effort needs to be invested into understanding these prospects. We need to carefully deliberate how best to reduce risks and expedite beneficial applications. We also need forums where people can constructively discuss what should be done, and a social order where responsible decisions can be implemented. (5) Reduction of existential risks, and development of means for the preservation of life and health, the alleviation of grave suffering, and the improvement of human foresight and wisdom should be pursued as urgent priorities, and heavily funded. (6) Policymaking ought to be guided by responsible and inclusive moral vision, taking seriously both opportunities and risks, respecting autonomy and individual rights, and showing solidarity with and concern for the interests and dignity of all people around the globe. We must also consider our moral responsibilities towards generations that will exist in the future. (7) We advocate the well-being of all sentience, including humans, non-human animals, and any future artificial intellects, modified life forms, or other intelligences to which technological and scientific advance may give rise. (8) We favour allowing individuals wide personal choice over how they enable their lives. This includes use of techniques that may be developed to assist memory, concentration, and mental energy; life extension therapies; reproductive choice technologies; cryonics procedures; and many other possible human modification and enhancement technologies. Section 3: Mormon Transhumanist Affirmation (1) We are disciples of the Gospel of Jesus Christ, which is to trust in, change toward, and fully immerse our bodies and minds in the role of Christ, to become compassionate creators as exemplified and invited by Jesus. (2) We understand the Gospel to be compatible with and complementary to many religions and philosophies, particularly those that provoke strenuous pursuit of compassionate and creative exaltation. (3) We seek the spiritual and physical exaltation of individuals and their anatomies, as well as communities and their environments, according to their wills, desires, and laws, to the extent they are not oppressive. (4) We believe that scientific knowledge and technological power are among the means ordained of God to enable such exaltation, including realization of diverse prophetic visions of transfiguration, immortality, resurrection, renewal of this world, and the discovery and creation of worlds without end. (5) We feel a duty to use science and technology according to wisdom and inspiration, to identify and prepare for risks and responsibilities associated with future advances, and to persuade others

to do likewise. (6) We practice our discipleship when we offer friendship, that all may be many in one; when we receive truth, let it come from whence it may; and when we send relief, consolation and healing, that raises each other together.

Article III: Members Section 1: Designations Members of the Association shall be of two classes. (a) Basic Member: an individual who wishes to be identified with and promote the purpose of the Association. (b) Voting Member: a basic member who qualifies to vote in elections and for other acts of the members. Section 2: Qualifications (a) Basic Member 1. Support the Transhumanist Declaration. 2. Support the Mormon Transhumanist Affirmation.

(b) Voting Member 1. Qualify as a basic member. 2. Contribute annual dues of $100. Students, unemployed, retired and residents of

less-developed countries may contribute reduced annual dues of $40 or an in-kind donation approved by the Board of Directors. Section 3: Duties (a) Basic Member 1. Promote the purpose of the Association.

(b) Voting Member 1. Promote the purpose of the Association. 2. Participate in elections and other acts of the members.

Article IV: Directors Section 1: Number The Association shall have nine directors and collectively they shall be known as the Board of Directors. Section 2: Qualifications Directors shall be at least 24 years of age, and shall be voting members in good standing with the Association. Section 3: Powers Subject to the provisions of law and this Constitution relating to action required or permitted to be taken or approved by the voting members, the activities and affairs of the Association shall be conducted and all organizational powers shall be exercised by or under the direction of the Board of Directors. Section 4: Duties It shall be the duty of the directors to: (a) Perform any and all duties imposed on them collectively or individually by law or by this Constitution; (b) Appoint and remove, employ and discharge, and, except as otherwise provided in this Constitution, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the Association; (c) Supervise all officers, agents and employees of the Association to assure that their duties are performed properly; (d) Meet at such times and manner as required by this Constitution; (e) Register their email and physical addresses with the Secretary, and notices of meetings emailed to them shall be valid notices thereof. Section 5: Term Each director elected in the regular Board of Directors election each April shall hold office for a

period of three years and until his or her successor is elected and qualifies. Three of the nine directors shall be up for election each April. Directors elected in by-elections, to replace Board of Directors vacancies, shall serve until the completion of the term of their predecessor. Section 6: Compensation Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of directors. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Section 7: Meetings Meetings shall be held via email and other electronic fora, and all business will be conducted online. Meetings shall be conducted in an ongoing fashion, stopping before the election of a new Board of Directors, and resuming after the election of each new Board of Directors. Directors shall be elected by the voting members, using electronic balloting. Section 8: Quorum A quorum for online meetings of the Board of Directors shall exist if two thirds of the directors are receiving their email, and have not informed the President or Secretary that they will be unable to read their email for the specified period. Except as otherwise provided under this Constitution, or provisions of law, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not receiving their email, or otherwise electronically participating, and the only motion which the President shall entertain at such a meeting is a motion to adjourn. Section 9: Voting Each director is entitled to one vote on each matter submitted to a vote by the Board of Directors. Voting at duly held online meetings shall be conducted electronically. Every act or decision done or made by a simple majority vote of a quorum is the act of the Board of Directors, unless otherwise required by law or this Constitution. An act of the Board of Directors may be overridden by a simple super majority vote of voting members, which may be overridden by an absolute super majority vote of the Board of Directors, which may be overridden by an absolute majority vote of voting members, which may be overridden by an absolute unanimous vote of the Board of Directors, which may be overridden by an absolute super majority vote of voting members.

For the purpose of all votes held by the Association, both by the voting members and by the Board of Directors, a simple majority shall constitute one vote more than 50% of all votes cast, an absolute majority shall constitute one vote more than 50% of the total number of eligible voters, a simple super majority shall constitute one vote more than 66.66% of all votes cast, an absolute super majority shall constitute one vote more than 66.66% of the total number of eligible voters, a simple unanimous shall constitute votes equal to all votes cast, and an absolute unanimous shall constitute votes equal to the total number of eligible voters. The number of all votes cast shall include formal abstentions. Section 10: Conduct Meetings of directors shall be presided over by a President of the Board of Directors, or if there is no President of the Board of Directors or in her or his absence, by a Vice President of the Board of Directors, or in the absence of all of these persons, by a President chosen by a majority of the directors present at the meeting. The Secretary shall act as Secretary of all meetings, provided that, in her or his absence, the presiding officer shall appoint another person to act as Secretary of the meeting. Section 11: Vacancies Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the President of the Board of Directors, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Association would then be left without a duly elected director or directors in charge of its affairs, except within accordance to law. Directors may be removed from office, with or without cause, as permitted by and in accordance with the law. Unless otherwise prohibited by this Constitution or provisions of law, vacancies on the Board of Directors may be filled by a by-election from among the voting members. A person elected to fill a vacancy on the Board of Directors shall hold office until the end of the term of the person they are replacing, or until his or her death, resignation or removal from office. Section 12: Nonliability The directors shall not be personally liable for the debts, liabilities, or other obligations of the Association.

Section 13: Indemnification The directors and officers of the Association shall be indemnified by the Association to the fullest extent permissible under the law. Section 14: Insurance Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a director, officer, employee or other agent of the Association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Association would have the power to indemnify the agent against such liability under this Constitution or provisions of law.

Article V: Officers Section 1: Designations The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer. The Association may also have other such officers with such titles as may be determined from time to time by the Board of Directors. Section 2: Qualifications Any voting member, including any director, may serve in any number of offices of the Association. Section 3: Election and Term Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Section 4: Removal and Resignation Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the

Association. Section 5: Vacancies Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board of Directors shall fill the vacancy by election. Vacancies may or may not be filled as the Board of Directors shall determine. Section 6: Duties of President The President shall, subject to the control of the Board of Directors, supervise and control the affairs of the Association and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law or this Constitution, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as President of the Board of Directors, the President shall preside at all meetings of members, directors and officers of the Association. Except as otherwise expressly provided by law or this Constitution, he or she shall, in the name of the Association, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. Section 7: Duties of Vice President In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law or this Constitution, or as may be prescribed by the Board of Directors. Section 8: Duties of Secretary The Secretary shall: Certify, and keep at the principal office of the Association or at such other place as the Board of Directors may determine, a copy of this Constitution as amended or otherwise altered to date. Keep at the principal office of the Association or at such other place as the Board of Directors may determine, a meeting record for all meetings of members, directors and officers of the Association, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of this Constitution or as required by law. Be custodian of the records of the Association. Keep at the principal office of the Association or at such other place as the Board of Directors may determine, a membership record containing the name, address, class of membership, and any termination date of each member of the Association. Exhibit at all reasonable times to any director, or to his or her agent or attorney, on request thereof, this Constitution, the meeting record, and the membership record. Request, collect and archive conflict of interest annual statements from all directors and officers of the Association, as outlined in article IX section 6. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, this Constitution, or which may be assigned to him or her from time to time by the Board of Directors. Section 9: Duties of Treasurer The Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the Association from any source whatsoever. Disburse, or cause to be disbursed, the funds of the Association as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the Association, or to his or her agent or attorney, on request therefor. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

Conduct and record results of periodic reviews of conflict of interest, as outlined in article IX section 7. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by this Constitution, or which may be assigned to him or her from time to time by the Board of Directors. Section 10: Compensation The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of the Association shall be reasonable and given in return for services actually rendered to or for the Association.

Article VI: Meetings Section 1: General Meetings of members shall be held online in a continuous electronic fashion. Physical meetings of members shall also be held at least annually, with accommodations made for members of the Association who wish to participate online. Section 2: Elections An election shall begin each year on the first day of April among voting members through electronic nomination, discussion and voting for the purpose of electing directors to the Board of Directors. Each election shall consist of three consecutive phases: 1. The first phase of the election shall be nominations, and the number of days for

nominations shall be seven. 2. The second phase of the election shall be discussion, and the number of days for

discussion shall be fourteen. 3. The third phase of the election shall be voting, and the number of days for voting shall be

seven. Director candidates receiving the highest number of votes up to the number of directors to be elected shall be elected.

Section 3: Notice Unless otherwise required by law or this Constitution, notice stating the need to conduct an online discussion and decision-making shall be delivered not less than three days before the conducting of said discussion and polling. The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the Board of Directors at the time notice is given. Section 4: Quorum The presence of a quorum for purposes of electronic decision-making shall consist of 51% of the voting members being subscribed to the electronic forum in which the discussion and decision takes place. Except as otherwise required by law or this Constitution, no business shall be considered by the voting members at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such a meeting is a motion to adjourn. Section 5: Voting Each voting member is entitled to one vote on each matter submitted to a vote by a voting member. Voting at duly held online meetings, including election of the Board of Directors, shall be conducted electronically. Every act or decision done or made by a simple majority vote of a quorum is an act of the members, unless otherwise required by law or this Constitution. An act of the members may be overridden by an absolute majority vote of the Board of Directors, which may be overridden by a simple super majority vote of voting members, which may be overridden by an absolute super majority vote of the Board of Directors, which may be overridden by an absolute majority vote of voting members, which may be overridden by an absolute unanimous vote of the Board of Directors, which may be overridden by an absolute super majority vote of voting members. Section 6: Conduct Meetings of members shall be presided over by the President of the Board of Directors, or if there is no President of the Board of Directors or in her or his absence, by the Vice President of the Board of Directors, or if there is no Vice President of the Board of Directors or in her or his absence, by the President, or if there is no President or in her or his absence, by the Vice President, or in the absence of all of these persons, by a President chosen by a majority of the voting members present at the meeting. The Secretary shall act as Secretary of all meetings, provided that, in her or his absence, the presiding officer shall appoint another person to act as

Secretary of the meeting.

Article VII: Assets Section 1: Authorization The Board of Directors, except as otherwise required by law or this Constitution, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. Section 2: Notes Except as otherwise required by law or specifically determined by resolution of the Board of Directors, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer and countersigned by the President. Section 3: Deposits All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4: Gifts The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or device for the nonprofit purposes of the Association. Section 5: Inurement No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, members, directors or officers of the Association, or trustees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Purpose of the Association. Section 6: Endowment

At the end of each calendar year, one tenth of the annual net earnings of the Association shall be added to an endowment, from which funds may be used only by the vote of an absolute super majority of two-thirds of the voting members. Section 7: Dissolution In the event of the dissolution of the Association, all remaining funds and assets are to be released to such other organizations as are organized for purposes congruent with the Transhumanist Declaration and Mormon Transhumanist Affirmation.

Article VIII: Records Section 1: Maintenance The Association shall keep at its principal office or at such other place as the Board of Directors may determine: (a) Meeting record for all meetings of members, directors and officers of the Association, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (c) Membership record containing the name, address, class of membership, and any termination date of each member of the Association; (d) A copy of this Constitution as amended or otherwise altered to date. (e) Conflict of interest annual statements from directors and officers of the Association, as well as a record of periodic reviews of conflict of interest. Section 2: Inspection Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Association and shall have such other rights to inspect the books, records and properties of the Association as may be required by law or this Constitution. Each and every voting member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a voting member:

(a) To inspect and copy the Membership Record, at reasonable times, upon written demand on the Secretary, which demand shall state the purpose for which the inspection rights are requested. (b) To obtain from the Secretary, upon written demand on, and payment of a reasonable charge to the Secretary, a list of the names, addresses and voting rights of those voting members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the voting member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The list shall be made within a reasonable time after the demand is received by the Secretary or after the date specified therein as of which the list is to be compiled. (c) To inspect at any reasonable time the Meeting Record, upon written demand on the Secretary by the voting member, for a purpose reasonably related to such person's interest as a voting member. Members of the Association shall have such other rights to inspect the books, records and properties of the Association as may be required by law or this Constitution. Any inspection under the provisions of this Section may be made in person or by agent or attorney, and the right to inspection shall include the right to copy and make extracts. Section 3: Report The Board of Directors shall cause any annual or periodic report required under law to be prepared and delivered to an office of the state and to the members of the Association within the time limits set by law.

Article IX: Conflict of Interest Policy Section 1: Purpose The purpose of the conflict of interest policy is to protect the Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2: Definitions (a) Interested Person: Any director, officer, or member with delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. (b) Financial Interest: A person has a financial interest if the person has, directly or indirectly,

through business, investment, or family: 1. An ownership or investment interest in any entity with which the Association has a

transaction or arrangement, 2. A compensation arrangement with the Association or with any entity or individual with

which the Association has a transaction or arrangement, or 3. A potential ownership or investment interest in, or compensation arrangement with, any

entity or individual with which the Association is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Section 3: Procedures (a) Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors. (b) Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the meeting while the determination of a conflict of interest is discussed and voted upon. The Board of Directors shall decide if a conflict of interest exists. (c) Procedures for Addressing the Conflict of Interest 1. An interested person may make a presentation at the meeting, but after the presentation,

he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2. The President shall, if appropriate, appoint a disinterested person or committee to

investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the Board of Directors shall determine whether the

Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably possible under

circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable.

In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. (d) Violations of the Conflict of Interest Policy 1. If the Board of Directors has reasonable cause to believe a member has failed to disclose

actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 2. If, after hearing the member’s response and after making further investigation as warranted

by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 4: Records of Proceedings The minutes of the Board of Directors shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section 5: Compensation (a) A member of the Board of Directors who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that member’s compensation. (b) No director, officer or member with delegated powers, whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association is prohibited from providing information regarding compensation. Section 6: Annual Statements Each director, officer and member with delegated powers shall annually sign a statement which affirms such person:

(a) Has received a copy of the conflict of interest policy, (b) Has read and understands the policy, (c) Has agreed to comply with the policy, and (d) Understands the Association is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Section 7: Periodic Reviews To ensure the Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. (b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article X: Severability Section 1: General Should any of the provisions or portions of this Constitution be held unenforceable or invalid for any reason, the remaining provisions and portions of this Constitution shall be unaffected by such holding.

Article XI: Amendments Section 1: General This Constitution may be amended by the vote of an absolute super majority of two-thirds of the voting members, provided that amendments have been presented to a quorum for thirty days.