Advocates For the Oak Ridge Reservation - Constitution

Adopted, July 26, 1999

I. Name and Purpose

The name of this corporation and association shall be Advocates for the Oak Ridge Reservation (AFORR).

The purpose of this corporation shall be exclusively scientific and educational, and shall be primarily to encourage the appropriate stewardship of the Oak Ridge Reservation (ORR) and its resources by (a) obtaining and analyzing information about the ORR's resources, present uses, and any proposed future uses and about sustainable development concepts and opportunities related to the ORR; (b) disseminating, to its members, decision makers, and the public, information about (i) the value of the ORR's resources for scientific research, conservation, education, recreation, public safety and health, preservation of cultural resources, the economy, and other local, national, and international public interests, (ii) the likely impacts of proposed uses on the ORR's diverse values and future potential, and (iii) sustainable development concepts and opportunities related to the ORR; and (c) encouraging public participation in decisions about future uses of the ORR. In all these activities, the Corporation shall (a) cooperate with other groups and individuals to conduct educational activities related to the ORR and its resources and (b) not carry on any activities not permitted to corporations exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.

II. Membership

All persons who support the purposes and objectives of AFORR shall be eligible for individual membership in AFORR upon payment of current dues. Organizational membership shall be available to any nonprofit organization or government agency that supports these objectives and agrees to provide support to AFORR, subject to limitations provided in the Bylaws. Each member shall be entitled to one vote.

III. Dues and Assessments

Dues and assessments shall be proposed by the Executive Board at a Meeting of the Corporation, and must be approved by a majority of members present.

IV. Officers and Executive Board

The business and affairs of the Corporation shall be managed by an Executive Board, all of whose members shall be members of the Corporation. The Executive Board shall consist of the officers of the organization, one or more directors at large elected by the membership, and representatives of the organizational members.

The officers of the organization shall be a President, a Vice-President, a Secretary and a Treasurer. Officers and at-large directors shall be elected at the Annual Meeting of the Corporation by a majority vote of members present. The terms of office shall be for two years All officers and directors may be reelected.

Election of officers and directors shall be held at the annual meeting.

Each of the organizational members of AFORR may, at its discretion and subject to limitations provided in the Bylaws, designate one representative to serve on the Executive Board.

The Executive Board shall (a) transact the business of the organization; (b) conduct an annual meeting of the membership; (c) communicate regularly with the membership by means of newsletters and alerts distributed by mail, fax, or electronic mail, as well as a world-wide web site; and (d) create and supervise such special and standing committees as the Board shall determine to be of advantage to the organization.

An officer or other director may be removed from the Board by a two-thirds ballot vote at a duly called and constituted Meeting of the Corporation, provided that proposal for removal of named director was included in the meeting notice.

When a vacancy occurs in an officer or elected at-large director position, due to resignation, death or removal for any cause, the Executive Board shall appoint another member to fill the vacancy or call for a special election by the members, at its discretion. However, the term of office of any officer or director appointed by the Board shall end at the next Annual Meeting of the Corporation.

V. Other Committees

Committees shall be established and dissolved by the Executive Board, and shall have duties and functions as designated by the Board within the limitations of Article I herein. The Board shall appoint Committee Chairs or Co-Chairs, who shall report to the President. Additional committee members shall be recruited by the Committee Chairs or Co-Chairs, as necessary to accomplish the committee's work.

VI. Meetings of the Corporation

Meetings of the Corporation are business meetings duly called and constituted as set forth in the By-Laws. There shall be two types of such meetings: (a) an Annual Meeting of the Corporation, at which regular elections are held and other business is transacted; and (b) Special Meetings of the Corporation called when a decision by the membership is deemed necessary before the next Annual Meeting.

VII. Amendments

This Constitution may be amended by a two-thirds vote at any duly called and constituted Meeting of the Corporation, provided that written notice of proposed amendments shall have been distributed to all members at least two weeks before said meeting. Bylaws may be amended by a majority vote at any duly called and constituted Meeting, provided that written notice of proposed amendments shall have been distributed to all members at least two weeks before said meeting.

VIII. Address

The address of the principal office of the corporation in Tennessee shall be determined by the Board of Directors.

IX. Dissolution

In the event of the dissolution of the Corporation, its assets shall be distributed to one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding future federal or state tax codes, or to the federal government, or to local or state governments, for a public purpose.