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About IMS - Incorporation

Incorporation

ARTICLE 1

NAME

The name of the Corporation is INTERNATIONAL MYOPAIN SOCIETY.

ARTICLE 2

NONPROFIT CORPORATION

The INTERNATIONAL MYOPAIN SOCIETY is a nonprofit corporation. When it dissolves, all of its assets will be distributed to the State of Texas or an organization exempt from taxes under Internal Revenue CodeSection 501[c][3] for one or more purposes exempt under the Texas franchise tax.

ARTICLE 3

DURATION

The INTERNATIONAL MYOPAIN SOCIETY will continue in perpetuity.

ARTICLE 4

PURPOSES

The purposes for organizing the INTERNATIONAL MYOPAIN SOCIETY are to perform charitable activities within the meaning of Internal Revenue Code Section 501[c][3] and Texas Tax Code Section 11.18[c]. More specifically, the INTERNATIONAL MYOPAIN SOCIETY is organized to promote communication, education, and research regarding soft tissue pain syndromes, also known as nonarticular rheumatism disorders. Currently, the INTERNATIONAL MYOPAIN SOCIETY will focus its attention on conditions identified and denominated as fibromyalgia syndrome, myofascial pain syndrome, chronic fatigue syndrome, masticatory myofascial pain syndrome, hypermobility syndrome, and a host of localized soft tissue pain conditions. The INTERNATIONAL MYOPAIN SOCIETY is further and more specifically formed to accomplish scholarly objectives and social objectives as follows:

a.Scholarly Objectives. The specific scholarly objectives of the INTERNATIONAL MYOPAIN SOCIETY are to perpetuate high quality international meetings about soft tissue pain, to promote other forms of education about soft tissue pain, and to facilitate research on various aspects of soft tissue pain.

b.Social Objectives. The INTERNATIONAL MYOPAIN SOCIETY is further established to provide structure which will facilitate social interaction between health care professionals from a variety of clinical and basic science disciplines. The social objective purpose of the INTERNATIONAL MYOPAIN SOCIETY is to assist lay individuals who are interested in soft tissue pain to learn about the active research in the field and about health care providers who are actively involved in research and who provide relief through generally-accepted methods and means of providing relief to persons suffering from soft tissue pain.

ARTICLE 5

POWERS

Subject to the limitations in these Articles, the INTERNATIONAL MYOPAIN SOCIETY may take any action it deems necessary, appropriate, or convenient relating to the INTERNATIONAL MYOPAIN SOCIETY's management,including but not limited to, the powers to:

Have succession to its corporate name.

Make and alter bylaws.

Conduct affairs, carry on operations, and have officers anywhere in the world.

Have and alter a corporate seal, and use the seal by causing it or a facsimile to be impressed on, affixed to, or reproduced in any manner on instruments required to be executed by the INTERNATIONAL MYOPAIN SOCIETY's officers.

Buy, receive, lease, or otherwise acquire, own, hold, improve, use, or otherwise deal in any interest in real or personal property wherever situated.

Invest and reinvest in property that the Board of Directors deems advisable, including an option to acquire an asset.

Buy, receive, subscribe for, acquire, own, hold, vote, employ, mortgage, lend, pledge, sell, dispose of, or otherwise use and deal in and with shares, interests, and obligations of other corporations, whether for profit or not for profit, associations, partnerships, individuals, and government agencies and instrumentalities.

Acquire, own, hold, mortgage, dispose of, and invest funds in property for the use and benefit of and under the discretion of its Board of Directors of the INTERNATIONAL MYOPAIN SOCIETY.

Sell, convey, exchange, convert, grant an option, assign, build, manage, operate, control, or otherwise dispose of property of the INTERNATIONAL MYOPAIN SOCIETY.

Partition, divide, subdivide, assign, develop, and improve property of the INTERNATIONAL MYOPAIN SOCIETY.

Lease property of the INTERNATIONAL MYOPAIN SOCIETY for any legal purpose, and enter into any covenants and agreements relating to the leased property or any improvements that may be erected on the property.

Borrow money on the INTERNATIONAL MYOPAIN SOCIETY's behalf from any person, firm, or corporation for any purpose. However, the INTERNATIONAL MYOPAIN SOCIETY may not borrow money from an officer or director without the approval of the Board of Directors, not including the vote of any director involved in the transaction in a personal capacity.

Make contracts, incur liabilities, issue notes, bonds and other obligations, and secure obligations by mortgage or pledge of property of the INTERNATIONAL MYOPAIN SOCIETY, franchises, and income.

Encumber or hypothecate property of the INTERNATIONAL MYOPAIN SOCIETY for any corporate purpose by mortgage, deed of trust, pledge, or otherwise.

Lend money for the INTERNATIONAL MYOPAIN SOCIETY's purposes, invest and reinvest funds, and take and hold real and personal property as security for payment of funds loaned or invested.

Enforce any mortgage or deed of trust or pledge owned by the INTERNATIONAL MYOPAIN SOCIETY and, at any sale under any such mortgage,deed of trust, or pledge, bid and buy at the INTERNATIONAL MYOPAIN SOCIETY's expense any property subject to the security instrument.

Vote and give proxies to vote any securities of the INTERNATIONAL MYOPAIN SOCIETY.

Exercise any subscription, conversion, or other rights or options that may attach to the holders of any stocks, bonds, securities, or other instruments of the INTERNATIONAL MYOPAIN SOCIETY.

Carry, at the INTERNATIONAL MYOPAIN SOCIETY's expense, insurance or make other arrangements for paying liabilities to protect the INTERNATIONAL MYOPAIN SOCIETY or its directors, officers, members, agents, and employees, or persons serving at the INTERNATIONAL MYOPAIN SOCIETY's request as representatives of another enterprise, if the terms of the insurance or other arrangements are consistent with Revised Civil Statutes Article 1396--2.22A.

Abandon any INTERNATIONAL MYOPAIN SOCIETY's asset which the Board of Directors determines to have no net value to the INTERNATIONAL MYOPAIN SOCIETY.

Elect or appoint officers and agents for any period of time, define their duties, and fix their compensation.

Establish pension plans and trusts and pay pensions to all or certain classes of its officers and employees.

Employ an attorney, investment adviser, accountant, broker, tax specialist, or any other agent, and pay reasonable compensation for all services performed by any of them as an INTERNATIONAL MYOPAIN SOCIETY expense.

Compromise, participate in mediation, submit to arbitration, release with or without consideration, extend time for payment, and otherwise adjust any claims in favor of or against the INTERNATIONAL MYOPAIN SOCIETY.

Institute or defend any litigation in the Society's name with respect to the INTERNATIONAL MYOPAIN SOCIETY or any property of the INTERNATIONAL MYOPAIN SOCIETY, at the Society's expense.

Do all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of property of the INTERNATIONAL MYOPAIN SOCIETY, subject to the limitations expressly stated in these Articles of Incorporation. The enumeration of powers in these Articles of Incorporation will not limit the Society's general or implied powers or any additional powers provided by law.

ARTICLE 6

RESTRICTIONS AND REQUIREMENTS

The INTERNATIONAL MYOPAIN SOCIETY may not pay dividends or other corporate income to its members, directors, or officers, or otherwise accrue distributable profits, or permit the realization of private gain. The INTERNATIONAL MYOPAIN SOCIETY may not take any action prohibited by the Texas Non-Profit Corporation Act. The INTERNATIONAL MYOPAIN SOCIETY may not engage in any activities, except to an insubstantial degree, that do not further its purposes as set forth in these Articles.

The INTERNATIONAL MYOPAIN SOCIETY may not take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501[c][3] and related regulations, rulings, and procedures. Nor may it take any action that would be inconsistent with the requirements for receiving tax-deductible charitable contributions under Internal Revenue Code Section 170[c][2] and related regulations, rulings, and procedures. Regardless of any other provision in these Articles of Incorporation or state law, the INTERNATIONAL MYOPAIN SOCIETY may not:

Engage in activities or use its assets in manners that do not further one or more exempt purposes, as set forth in these Articles and defined by the Internal Revenue Code and related regulations, rulings, and procedures, except to an insubstantial degree.

Serve a private interest other than one clearly incidental to an overriding public interest.

Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures.

Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The prohibited activities include publishing or distributing statements and any other direct or indirect campaign activities.

Have objectives characterizing it as an "action organization" as defined by the Internal Revenue Code and related regulations, rulings, and procedures.

Distribute its assets on dissolution other than for one or more exempt purposes. On dissolution, the assets of the INTERNATIONAL MYOPAIN SOCIETY will be distributed to an organization exempt from taxes under Internal Revenue Code Section 501[c][3] to be used to accomplish the general purposes for which the INTERNATIONAL MYOPAIN SOCIETY was organized.

Permit any part of the INTERNATIONAL MYOPAIN SOCIETY's net earnings to inure to the benefit of a member of the INTERNATIONAL MYOPAIN SOCIETY or any private individual.

Carry on an unrelated trade or business, except as a secondary purpose related to the INTERNATIONAL MYOPAIN SOCIETY's primary, exempt purposes.

Further, if the Director of the Internal Revenue Service does not determine that the INTERNATIONAL MYOPAIN SOCIETY is exempt from the Private Foundation status, the INTERNATIONAL MYOPAIN SOCIETY shall make distributions at such times and in such manners as to avoid the tax under Internal Revenue Code Section 4942. Further, in such case [i.e., the INTERNATIONAL MYOPAIN SOCIETY] is determined to be a Private Foundation, the INTERNATIONAL MYOPAIN SOCIETY may not:

Engage in any act of self-dealing as defined in Internal Revenue Code Section 4941[d].

Retain excess business holdings as defined in Internal Revenue Code Section 4943[c].

Make any investments that would subject it to the tax described in Internal Revenue Code Section 4944.

Make any taxable expenditure as defined in Internal Revenue Code Section 4945[e].

ARTICLE 7

MEMBERSHIP

The INTERNATIONAL MYOPAIN SOCIETY will have professional members and lay members. The criteria for membership shall be set out in the Bylaws of the INTERNATIONAL MYOPAIN SOCIETY. The INTERNATIONAL MYOPAIN SOCIETY may not adopt a criteria for membership which would violate Section 501[c][3] of the Internal Revenue Code.

ARTICLE 8

INITIAL REGISTERED OFFICE AND AGENT

The street address of the INTERNATIONAL MYOPAIN SOCIETY's initial registered office is 7703 Floyd Curl Drive, San Antonio, Texas 78284-7874. The name of the initial registered agent at this office is I. Jon Russell, M.D., Ph.D.

ARTICLE 9

MANAGING BODY OF CORPORATION

The management of the INTERNATIONAL MYOPAIN SOCIETY is vested in its Board of Directors and such committees of the board that the board may, from time-to-time, establish. The bylaws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors.

In electing directors, members may not cumulate their votes by giving one candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates.

The initial Board will consist of three persons. The initial Board will consist of the following persons at the following addresses:

Name of Board Member Address
I. Jon Russell, MD, PhD 7703 Floyd Curl Drive
San Antonio, TX 78284-7874

Barbara A. Runnels, Med 7703 Floyd Curl Drive
San Antonio, TX 78284-7874

Ronald S. Schmidt, Aty 40 NE Loop 410 #210
San Antonio, TX 78216

The number of directors may be increased or decreased by adopting or amending the bylaws. The number of directors may not be decreased to fewer than three.

ARTICLE 10

LIMITATION ON LIABILITY OF DIRECTORS

A director is not liable to the INTERNATIONAL MYOPAIN SOCIETY or members for monetary damages for an act or omission in the director's capacity as director except as otherwise provided by a Texas statute.

ARTICLE 11

INDEMNIFICATION

The INTERNATIONAL MYOPAIN SOCIETY may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the INTERNATIONAL MYOPAIN SOCIETY as provided by the provisions of the Texas Nonprofit Corporation Act governing indemnification.

As the bylaws provide, the Board of Directors may define the requirements and limitations for the INTERNATIONAL MYOPAIN SOCIETY to indemnify directors, officers, members, or others related to the INTERNATIONAL MYOPAIN SOCIETY.

ARTICLE 12

CONSTRUCTION

All references in these Articles to statutes, regulations, or other sources of legal authority refer to the authorities cited, or their successors, as they may be amended from time to time.

ARTICLE13

INCORPORATORS

The name and street address of the incorporator is:

NAME OF INCORPORATOR ADDRESS

I. Jon Russell, MD PhD 7703 Floyd Curl Drive
San Antonio, TX 78284-7874

ARTICLE 14

ACTION BY WRITTEN CONSENT

Action may be taken by use of signed written consents by the number of members, directors, or committee members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of each person signing it. A consent signed by fewer than all of the members, directors, or committee members is not effective to take the intended action unless consents, signed by the required number of persons, are delivered to the INTERNATIONAL MYOPAIN SOCIETY within 60 days after the date of the earliest-dated consent delivered to the INTERNATIONAL MYOPAIN SOCIETY. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Society's registered office, registered agent, principal place of business, or an officer or agent having custody of books in which the relevant proceedings are recorded. If delivery is made to the Society's principal place of business, the consent must be addressed to the president or principal executive officer.

The INTERNATIONAL MYOPAIN SOCIETY will give prompt notice of the action taken to persons who do not sign consents. If the action requires documents to be filed with the secretary of state, the filed documents will state that the written-consent procedures have been properly followed.

A telegram, telex, cablegram, or similar transmission by a member, director, or committee member, or photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the member, director, or committee member. [Articles executed September, 1997]

Prepared for the IMS Board of Directors by:

I. Jon Russell, MD, PhD, Chairman, IMS Board of Directors