ARTICLE I – NAME
The name of the corporation shall be: Pharmacogenomics Research Network, Inc.
ARTICLE II – PLACE OF BUSINESS
The principal place of business and the mailing address of this corporation shall be 9037 Ron Den Lane, Windermere, FL 34786-8328.
ARTICLE III – DURATION
The period of duration is: Perpetual
ARTICLE IV – PURPOSE
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE V – SPECIFIC PURPOSE
The specific purpose of this corporation is:
-To catalyze and lead research in precision medicine for the discovery and translation of genomic variation influencing therapeutic and adverse drug effects;
-To advance and promote research in pharmacogenomics and related sciences;
-To advance the use of pharmacogenetic tests for patient care.
-To advance, promote, support, encourage and facilitate communication among researchers, educators and practitioners in pharmacogenomics and related sciences;
-To promote, support, encourage and facilitate the dissemination of information concerning pharmacogenomics and precision medicine through scientific meetings, seminars, publications and related activities;
-To promote an awareness of the national and international importance of pharmacogenomics;
-To establish, build up, organize, operate, manage and carry on a nonprofit organization for educational, scientific, and charitable purposes in pharmacogenomics and related sciences, and to perform any other activities that may be conveniently conducted in connection with any of the purposes of the Corporation.
-To make contracts and incur liabilities, borrow money at such rotes of interest as the Corporation may determine, issue its notes, bonds or other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.
-To conduct its affairs, carry on its operations, hold property, and have offices and exercise the powers granted pursuant to the State of Florida Nonprofit Corporation Act in any part of the world.
-To elect or appoint officers and agents of the Corporation, and to define their duties and to fix their compensation.
-To make and alter by-laws not consistent with these Articles of Incorporation or with the laws of the State of Florida, for the administration and regulation of the affairs of the Corporation.
-To make donations for the public welfare or for healthcare and scientific research or educational purposes or for other purposes which the Corporation may deem calculated directly or indirectly to further accomplish its objectives or any of them.
-To have and exercise all powers necessary or convenient to affect any or all of the purposes for which this Corporation is organized.
ARTICLE VI – INITIAL DIRECTORS
The number of Officers and Councilors, and the method of selecting, shall be fixed by the Bylaws of this corporation. The initial Directors shall be seven (7) in number. The names and addresses of the initial directors and the office they shall hold until the first election shall be:
Kathy Giacomini, PhD
University of California, San Francisco, CA 94158
Andrew A. Monte, MD, PhD
University of Colorado School of Medicine, Aurora, CO 80045
Ronald M. Krauss, MD,
University of California, San Francisco, CA 94158
Dan Roden, MD
Vanderbilt University School of Medicine, Nashville, TN 37232
Mary Relling, PharmD
St. Jude Children’s Research Hospital, Memphis, TN 38105
Alan Shuldiner, MD
University of Maryland, Baltimore, MD 21201
Minoli Perera, PhD
Northwestern Feinberg School of Medicine, Chicago, IL 60611
ARTICLE VII – MEMBERS
The classes, rights, privileges, qualifications, and obligations of members of this corporation are determined by the bylaws of this corporation.
The designations of classes of members, the qualifications and rights of members of each class, and provisions conferring, limiting, or denying the right to vote shall be set forth in the Bylaws of this Corporation, which shall be adopted by a majority of the initial Directors listed in Article VIII of these Articles of Incorporation, and according to subsequent duly adopted amendments to said Bylaws.
ARTICLE VIII – ADDITIONAL PROVISIONS
Provisions for the regulation of the internal affairs of the Corporation, including provisions for distribution of assets or dissolution or final liquidation are as follows:
1. Regulation of the internal affairs of this Corporation shall be provided in the Corporation's Bylaws as adopted by a majority of the initial Directors of the Corporation, and according to subsequent, duly adopted amendments thereto.
2. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable as dividends or otherwise to its members, Council members, officers, employees or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives set forth in paragraph (1) above.
3. No substantial part of the activities of the corporation shall be the carrying on of propaganda, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
4. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
5. No member, officer, or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE IX – DISSOLUTION
Upon the dissolution, termination, or winding up of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE X – INITIAL REGISTERED AGENT
The name and Florida address of the initial registered agent is:
Sheilah Jewart, 9037 Ron Den Lane, Windermere, FL 34786-8328
ARTICLE XI – INCORPORATORS
IN WITNESS WHEREOF, we the undersigned, being the Incorporators of the Pharmacogenomics Research Network, Inc. executed these Articles of Incorporation on March 10, 2020.
Kathy Giacomini, PhD, President
Andrew A. Monte, MD, PhD, Vice President
Ronald M. Krauss, MD, Treasurer
Dan Roden, MD, Secretary