Bylaws

Certified True Copy

By-Laws of the Foundation for Magnetic Science

These By-Laws are adopted as of the 24th day of June, 2006.

1. There is hereby established a private, international non-governmental foundation known as the Foundation for Magnetic Science (herein, the Foundation). The juridical location of the Foundation shall be in the State of Pennsylvania, United States of America or wherever the Board of Trustees shall from time to time determine by written resolution, upon the request of the Chairperson.

2. A. The Foundation is established exclusively for charitable, educational, literary and scientific research purposes. Its EIN is 35 - 2278602.

B. The Mission of the Foundation is, with respect to the use of Magnetism, Magnetic Fluid Conditioning Solutions and Biomagnetics Technology, to:

[1] Support discovery methods (a) to utilize magnetic fluid conditioning solutions to resolve pressing issues of concern to humanity, including food, energy conservation, pollution control, increased production values, and reduced costs, and (b) to utilize supplemental and complementary therapies that may benefit, and treatments to prevent, mitigate or cure, conditions in humans, animals and plants.

[2] Research the causes of such energetic, biological and material issues and conditions.

[3] Develop (in an appropriate professional context) and recommend technologies, therapies or treatment protocols relating to all conditions in the abovementioned issues.

[4] Develop detection and correction methods that can be used to train international scientists, researchers, technicians and healthcare professionals on methods of early detection and correction of the abovementioned material and biological issues.

[5] Develop training facilities for scientists, researchers, doctors, technicians and health care or other professionals.

[6] Develop teaching methodologies for appropriate individualized solutions to the above material issues and self-care education and therapy protocols to biological conditions.

[7] Create a public awareness campaign to inform people of the benefits of Magnetism.

[8] Support current and ongoing research and professional publication in areas of magnetic fluid conditioning, agriculture, genetics, biomechanics, bioenergetics and nutrition.

[9] Develop and maintain publications and web sites for the purposes of the Foundation and to educate the public and opinion makers.

[10] Develop a private, expressive association buyers' club for associates, all as a private international expressive association for achieving and maintaining agricultural and energy conservation, pollution control, increased production values, and reduced costs, as well as, for wellness applications.

[11] Develop a Professional Practice System and certification program for Fluid Conditioning, Agricultural, Engine Enhancement, Magnetic and Biomagnetic Researchers, Technicians, Practitioners and Professionals.

C. Disclaimers and Disclosures: The use of magnetism and magnetic therapeutic practices are intended to benefit normal structure and function and are not prescribed as treatment for medical or psychological conditions, nor for diagnosis, care, treatment or rehabilitation of individuals, nor to apply medical, mental health or human development principles. Not intended to treat disease, support or sustain human life, or to prevent impairment of human health; for self-education and research purposes only. Fluid Conditioning for fuel savings and emissions reductions reports are based on pre-patent research and reviews of the literature of the state of the art, and are subject to third party substantiation. Mileage may vary due to age and condition of engine, equipment and driving habits.

3. A. The primary departments of the Foundation are (a) the Board of Trustees (with the Chairperson and Secretary Treasurer) (b) the Co-Senior Directors and (c) the Board of Advisors and such other boards and committees as may be established by Resolution of the Board of Trustees. The Board of Trustees has overall oversight of the structure and mission of the Foundation and through the Co-Senior Directors, oversight of the operations and programs of the Foundation and its future development. The Directors carry-on the day-to-day programs and activities of the Foundation. The Board of Advisors, and any of its members, may advise the other Boards upon written request.

B. (1) Appropriate persons or other entities may be invited by the Chairperson to participate in the Foundation as the two Senior Directors, Directors and Associate Directors, Advisors or Associate Members. Directors, Advisors or Associate Members shall be appointed, and (except for the Senior Directors) may be removed, by the Chairperson upon approval by the Board of Trustees. The Chairperson of the Board of Trustees (herein, Chairperson) and the Secretary-Treasurer of the Board of Trustees shall be appointed by the Board of Trustees. The Chairperson of the Board of Advisors shall be nominated by the Chairperson and appointed or removed by the Board of Trustees. Voting rights in the Foundation are limited as provided herein.

(2) The Chairperson may invite Associate Members who have made or are making significant contributions to the work of the Foundation to become Life Members of the Foundation. Such persons shall be admitted upon approval of the Board of Trustees and may be suspended or removed only by the entire the Board of Trustees (excluding such person) for good cause, after an opportunity for a hearing before the Board. Life Members shall be ex officio members of the Advisory Board and shall also constitute Special Advisors to the foundation. Life Members, Trustees and Directors shall be entitled to reasonable compensation and reimbursement for their time, advice and efforts.

C. Voting rights in the Board of Trustees is limited to the Trustees; the Founding Trustees are members of the Board until he or she retires and is replaced. Voting rights in the Board of Advisors is limited to its members. Associate and Life Members do not have voting rights in the Foundation, as such, but may participate under the By-Laws and Rules.

4. The Foundation shall be directed and supervised by (a) the Chairperson (appointed by the Board of Trustees, for five year terms; with Founding Trustee Kulish to remain in that position for so long as he remains active in the Foundation) and (b) the Board of Trustees (consisting of 3 or more persons, chosen by the Board of Trustees, for ten year terms; the Founder is an ex officio Trustees) with joint authority to direct the affairs of the Foundation pursuant to the Certificate of Incorporation, these By-Laws and Rules consistent herewith. The terms of the Chairperson and Trustees shall continue until replaced by duly chosen successors. The Boards shall act by majority vote at meetings or by written Resolution. By written Resolution, the Board may delegate specific functions, including the oversight and direction of specific activities, to the Boards and individual Directors, under the general oversight of the Senior Directors (one Senior Director shall generally oversee internal affairs, one external affairs, as set forth on the Foundation Organization Chart adopted and amended from time to time by the Board of Trustees). The Board of Trustees shall hold an Annual Meeting during June of each year and Special Meetings at the request of a majority of the Board, either Senior Director or Chairperson.

5. The Chairperson is the Chief Executive Officer and supervisor of the Foundation and shall, through the Senior Directors, oversee its charitable, educational, research and literary activities, under Rules adopted by an absolute majority of the Board of Trustees that are not inconsistent with these By-Laws. Rules and amendments thereto may be proposed by the Chairperson, Senior Directors or a majority of the members of either Board.

6. The governing Board of Trustees of the Foundation, or their duly appointed successors, shall have full and absolute power, control and authority over the activities and property of the Foundation, subject only to the limitations expressly stated in these By-Laws, including those expressed herein, and to do following:

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

(2) To accept, apply for, file, defend or hold Patents, Trademarks, Copyrights and other indicia of Intellectual Property of the Foundation; to contract, for royalties, license fees or otherwise, for the development and marketing of the Patents and Intellectual Property of the Foundation, known as the Foundation for Magnetic Science BioPhysics Technology and Magnetic Fluid Conditioning Solutions, establishing and entering into appropriate Agreements and Title Holding limited liability entities, for passive income, on its own behalf and with others;

(3) To establish accounts, pay obligations, incur indebtedness, borrow, or lend money with or without security; enter into contracts of all kinds; execute, accept, discount, negotiate and deal in commercial paper, evidence of indebtedness and securities or options of all types whatsoever; to purchase or otherwise acquire gold, silver, precious materials and objects of all types; and execute conveyances, mortgages, security agreements, leases, and any other instruments, all on behalf of the Foundation only, under the supervision of the Secretary-Treasurer;

(4) To incorporate the Trustees of the Foundation in such jurisdiction(s) as may be convenient and necessary for the proper functioning of the Foundation;

(5) To compromise or settle any suits, claims or demands, or waive any rights relating to the property of the Foundation, including its intellectual Property, and under the oversight of the Chairperson;

(6) To sue, prosecute and defend any and all actions in Courts of Law or Equity and before Arbitration Tribunals, or elsewhere, affecting the Foundation or its property, including its Intellectual Property, and under the oversight of the Chairperson;

(7) To appoint directors, associates, advisors, officers agents, attorneys, brokers, accountants, ministers, and servants, providing the same (where appropriate) reasonable allowances, fees, commissions, salaries and expenses, as well as paying professional and other proper expenses (and to suspend any appointee, or terminate any appointee for cause) by the Senior Director and under the oversight of Board of Trustees;

(8) To carry-on the activities of the Foundation internationally and to present, as an NGO, its concerns to individuals, groups and organizations throughout the world, Board of Trustees, and under the oversight of the Senior Director; to provide research for, and guidance and advice through the officers and Members, to licensees of the Foundation and other enterprises in the field of Magnetics.

(9) To establish courses of study and professional requirements (Professional Practice System) for Biomagnetic and other magnetic science practices, including Health Care, Agricultural and Engine Enhancement Magnetic Fluid Conditioning Solutions; to establish boards and committees to operate same; to certify Research Associates and Technicians (to be known as Biomagnetic Research Professionals, BmRP, or Magnetic Fluid Conditioning Professionals, MFCP) and other persons completing any Board approved courses of professional study (and to issue, suspend or terminate any Certification for cause); and to establish, by Rule, peer-review procedures, web sites, associations, an Ethics Code and procedures, and forms and structures for professional practice under the oversight of the Board and Executive Director; all Certifications shall be issued by the Chairperson as Chief Executive Officer under authority of the Board. A certified health care practitioner may be referred to as a Board Certified Biomagnetic Research Practitioner, or BCBmRP.

(10) To sponsor annual or other periodic, public or private meetings of the Foundation for charitable, educational, literary or scientific research purposes (the Board and under the oversight of the Senior Director and Directors); and

(11) To sponsor the Journal of International Biomagnetic Research, as a peer-review research journal and the Foundation web site or other scientific research, educational and literary activities (the Board under the oversight of the Senior Director and Directors).

7. Insofar as any of the activities of the Foundation is subject to United States jurisdiction, the following limitations shall apply to those activities of the Foundation. Insofar as the laws of other jurisdictions, including international law, provide for similar restrictions to qualify as a non-governmental organization (NGO) under United Nations auspices, such similar restrictions, or other requirements, as may be required, may be adopted by unanimous Resolution of the Board of Trustees.

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

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

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

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

(5) In determining compensation, if any, for officers and trustees, the Foundation shall approve compensation arrangements that follow a conflict of interest policy, approve compensation arrangements in advance of paying compensation and document in writing the date and terms of approved compensation arrangements, record in writing the decision made by each individual who decided or voted on compensation arrangements, approve compensation arrangements based on information about compensation paid by similarly situated taxable or tax-exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations, and record in writing both the information on which you relied to base your decision and its source. Furthermore, the Board shall adopt a standard Conflict of Interest Policy.

8. The Certificate of Incorporation and these By-Laws may be amended only upon a written Resolution of the Board of Trustees, proposed by the Chairman, Senior Director or any two members of the Board and approved by the entire Board of Trustees.

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

Unanimously adopted by the Founder and Trustees as of the 24th day of June, 2006.

 

Certified True Copy 

______________________________

Peter Kulish, Founder Trustee
Executive Committee Chairperson

Prepared by: Ralph Fucetola JD

v1.3 - 02/19/07


Site Use Statement

Disclaimer: The use of magnetism or any of the products offered herein are intended to benefit normal structure and function and is not prescribed as treatment for medical or psychological conditions, nor for diagnosis, care, treatment or rehabilitation of individuals, nor to apply medical, mental health or human development principles. Testimonial results are not typical. Translations and content subject to errors and omissions.