ARTICLES OF INCORPORATION

The undersigned, for the purpose of forming a corporation under and pursuant to the provisions of the Minnesota Non-profit Corporation Act, Minnesota Statutes Chapter 317A, and laws amendatory thereof and supplementary thereto, do hereby adopt the following Articles of Incorporation:

ARTICLE I
The name of this corporation shall be: AMERICAN SOCIETY OF EXERCISE PHYSIOLOGISTS

ARTICLE II
This corporation is organized and shall be operated exclusively for scientific and educational purposes, and in particular to promote the highest quality of teaching and research in exercise physiology and the professional application of exercise physiology in the promotion of health, the prevention of disease, rehabilitation therapy and sport fitness and training; and to participate in the development and implementation of public policies and procedures pertaining to exercise physiology. This corporation may engage in any lawful activity for the accomplishment of the purposes aforesaid.

In furtherance of its said purposes, this corporation may engage in, promote and administer charitable, scientific, and educational activities and projects and may act as the representative of and may assist and contribute to the support of corporations, associations, and institutions which are organized and operated exclusively for such purposes and are described in Section 501(c)(3) of the Internal Revenue Code.

This corporation shall have only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise, and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer, and dispose of any funds and property and the income therefrom for the furtherance of the purposes of this corporation hereinabove set forth, or any of them, and to lease, mortgage, encumber, and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to this corporation by the Minnesota Nonprofit Corporation Act, as now enacted or as hereafter amended. All the powers of this corporation shall be exercised only so that this corporation shall be a corporation described in Section 501(c)(3) of the Internal Revenue Code.

ARTICLE III
This corporation shall not afford pecuniary gain, incidental or otherwise, to its members. No part of the net income or net earnings of this corporation shall inure to the benefit of any member, director, officer or individual. No part of its activities shall consist of carrying on propaganda or otherwise attempting to influence legislation, except as otherwise provided in Section 501(h) of the Internal Revenue Code. This corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

Except as permitted by Minnesota Statutes Section 317A.501, this corporation shall not lend any of its assets to any officer, director, employee or member of this corporation or guarantee the repayment of a loan made to any officer, director, member or employee of this corporation by any other person.

Nothing herein shall be construed to prohibit the payment of reasonable compensation to or the provision of fringe benefits for officers, directors, members or employees of this corporation for services actually rendered by them to or on behalf of this corporation.

ARTICLE IV
The duration of this corporation shall be perpetual.

ARTICLE V
The registered office of this corporation shall be the Department of Exercise Physiology, College of St. Scholastica, 1200 Kenwood Avenue, Duluth, MN 55811; and the registered agent of this corporation shall be Tommy Boone, Ph.D., M.P.H., Department of Exercise Physiology, College of St. Scholastica, 1200 Kenwood Avenue, Duluth, MN 55811.

ARTICLE VI
This corporation shall not have members with voting rights. The Board of Directors may establish a class or classes of non-voting members upon such conditions and terms as the Board of Directors from time to time shall deem appropriate.

ARTICLE VII
The management and direction of the business of this corporation shall be vested in its Board of Directors.

ARTICLE VIII
Terms of office, powers, authorities and duties of the directors of this corporation, the time and place of their meetings, and such other regulations with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation or the provisions of Chapter 317(a) shall be as specified from time to time in the Bylaws of this corporation.

Any action may be taken by the Board of Directors by written action signed by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present; provided that all directors shall have been notified of the text of the written action prior to the signing thereof by any director. All directors shall be notified immediately of the effective date of any such written action duly taken.

ARTICLE IX
The first Board of Directors shall consist of three members: Tommy Boone, Ph.D., M.P.H., Robert Robergs, Ph.D. and Stephen Figoni, Ph.D. As co-founders, Tommy Boone, Ph.D., M.P.H. and Robert Robergs, Ph.D. shall remain on the Board of Directors until each founder decides to leave the board. Stephen Figoni, Ph.D. shall remain on the board until the first annual meeting of the Board of Directors when his successor shall be named.

ARTICLE X
This corporation shall have no capital stock.

ARTICLE XI
No director, officer or member of this corporation shall be personally liable for any debt or obligation of this corporation.

ARTICLE XII
These Articles of Incorporation may be amended from time to time in the manner provided by law.

ARTICLE XIII
This corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of this corporation and any property remaining after the payment of its debts shall be transferred to one or more corporations, associations, institutions, trusts or foundations organized and operated for one or more of the purposes described in Section 501(c)(3) of the Internal Revenue Code, or to the State of Minnesota or any political subdivision or agency thereof, exclusively for public purposes, in such proportions as the Board of Directors of the corporation shall determine.

Nothing herein shall be construed to affect the disposition of property or assets held by this corporation upon trust or other condition or subject to limitation; and upon dissolution, any such property shall be transferred in accordance with the trust, condition, or limitation applicable to such property.

ARTICLE XIV
The name and address of the incorporator of this incorporation is: Tommy Boone, Ph.D., M.P.H., Department of Exercise Physiology, College of St. Scholastica, 1200 Kenwood Avenue, Duluth, Minnesota, 55811. In testimony whereof, I have hereto set my hand this ____ day of June, 1997.

______________________________
Tommy Boone

BYLAWS AND CONSTITUTION
OF THE AMERICAN SOCIETY OF EXERCISE PHYSIOLOGISTS

ARTICLE 1

The objectives of this corporation are to:

(a) Unite exercise physiologists;
(b) Promote professional development;
(c) Foster exchange of ideas and research among exercise physiologists;
(d) Encourage application of exercise physiology in health promotion, disease prevention and rehabilitation, sports, fitness, and training;
(e) Set the agenda, and enhance the recognition of the exercise physiology profession;
(f) Develop accreditation of ASEP-approved curricula in exercise physiology;
(g) Develop an ASEP-approved national certification test for all graduates of an approved exercise physiology curriculum, and
(h) Commit to quality and integrity in exercise physiology through adherence to a formalized Code of Professional Conduct.

ARTICLE 2 - REGISTERED OFFICE
The registered office of this corporation at and from which its general business shall be transacted and where its records shall be kept shall be at 1200 Kenwood Avenue, Duluth, Minnesota 55811, or at such other place in the State of Minnesota as may be fixed from time to time hereafter by resolution of the Board of Directors.

ARTICLE 3 - DIRECTORS
Section 3.1. Responsibilities of the Board of Directors. Members of the Board of Directors shall be responsible for the executive management of the American Society of Exercise Physiologists.

(a) The Board of Directors shall be selected by the founding members (who remain on the Board indefinitely) and any new members elected to the Board.
(b) The Board of Directors shall consist of not less than three (i.e., the two Founders and the President) or more than ten members. The number of members to the Board of Directors shall be determined on majority vote by the Board, but not to exceed ten.
(c) Directors shall be elected at each annual meeting of members, shall hold office until the expiration of the term for which elected, (or until their respective successors are elected and qualified) or until death, resignation, or removal.
(d) Directors shall be elected for terms not exceeding two years, unless a member of the Board becomes the next President of the organization. Unless “just cause” (meaning, a cause extremely important to the operation of the organization) is met, no Board member who has completed his or her term in office can be a Director for additional terms.
(e) The Board of Directors shall have the power to declare a "position" (i.e., membership) on the Board vacant by a majority vote, upon refusal or neglect of any member of the Board to perform the duties of the position, who fails to attend or otherwise actively participate in three consecutive Board meetings, or for any conduct deemed prejudicial to the organization (as understood by the Founders and the President). Written notice shall be given to the member(s) that the Board declared the "position" vacant.
(f) Vacancy due to death, sickness, resignation, or removal of a board member shall either be filled by the remaining members of the Board for the unexpired term or filled by a new member. A Board member’s resignation shall be in writing, signed by the Board member, and delivered to the Board for action. The Board may not refuse to accept the resignation.
(g) The Board of Directors may from time to time elect one or more ex officio or honorary directors, who shall be advisory members of the Board and shall be elected to serve as long the Board deems necessary. The members shall be non-voting Directors.
(h) The presence of a majority of the Board of Directors shall constitute a quorum at any meeting, but the Directors present at any meeting, if less than a quorum, may adjourn the meeting from time to time.
(i) At all meetings of the Board of Directors, each Director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the Directors at any meeting, if there is a quorum, shall be sufficient to transact any business. A Director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors.
(j) The activities and affairs of the organization shall be conducted by or under the direction of the Board of Directors, subject to the right of the Founders and the President to meet in closed session to deliberate on behalf of the Board of Directors on any factor(s) that may directly or indirectly impact the stability and credibility of the organization and its stockholders (membership).
(k) The Board of Directors shall meet monthly via teleconferencing unless otherwise indicated, shall keep minutes of the Board meeting, and shall have one Board meeting immediately before or after (whichever works best) the annual national meeting for the purpose of organization and transaction of business.
(l) Notice of the time, date, and place of all meetings of the Board of Directors shall be delivered to all Directors at least one week in advance by email notice or other electronic means, facsimile, telephone, including a voice messaging system.
(m) The President shall act as the Chairman of the Board of Directors, and shall preside at every meeting of the Board (if present).
(n) Directors shall serve without financial compensation except for circumstances subject to prior approval by the Board.
(o) Directors shall be responsible for identifying and chairing committees, shall determine the goals and objectives of the committees, and shall identify officers to oversee the activities of the committees.
(p) Directors may authorize a member of the Board to act on behalf of the President and Founders in entering into a contract in the name of and on behalf of the members of the organization. Without such recorded authorization by the Treasurer with approval from the Directors, no Director (including the President of the organization) shall have the power or authority to bind the organization or to render it liable for any purpose or in any dollar amount.
(q) The Board is responsible for supervision of all the business and activities of the organization within the limitations of the Bylaws.
(r) The Board is responsible for adopting and rescinding standing rules, regulations, policies, and procedures of the organization.
(s) The Board is responsible for granting "state association" status, and has the power to revoke the same, and is responsible for performing such other duties as may be necessary or appropriate for the administrative management of the organization and the state-affiliated organizations.
(t) The office of President shall be filled by appointment by the Board of Directors until such time the Board decides the office of President shall be filled by an election for the President among the membership base.
(u) No person shall be eligible for re-election for the office of President.
(v) Directors shall accept the slate of chairpersons and/or committee members identified by the President.
(w) The Board of Directors is responsible for the financial status of the organization. For purpose of accounting, the fiscal year shall begin in January and shall terminate in December.
(x) The Board shall determine remuneration, stipends, dues, and other related matters pertaining to the budget. No loans shall be contracted on behalf of the corporation unless authorized by the Founders, President, and the remaining members of the Board.
(y) The Board of Directors shall decide in advance the date and place of the Annual Meeting (including any additional meetings).
(z) The Board of Directors is responsible for identifying annual honor awards, special membership, fellow membership, and outstanding member contributions to the professional development of exercise physiology.

Section 3.2. Personal and Professional Qualities of Board Members. The personal qualities of the members of the Board of Directors are important to the success of the ASEP organization. Members of the Board of Directors are expected to demonstrate ethical thinking, professional competence, and a dedication to ASEP in addition to the following basic qualities:

(a) Vision and Leadership. Ability to see the “big picture” on behalf of the organization, and the courage to support the vision, goals and objectives of the organization.
(b) Diligence. Personal and professional commitment to do what it takes to uphold the Code of Ethics of the organization.
(c) Knowledge. Sensitivity to the issues and concerns that confront the ASEP organization, and a demonstrated willingness to promote the initiatives of the organization.
(d) Stewardship. Passion and integrity to work for students in the United States to help fulfill their dreams and expectations of being an exercise physiologist.
(e) Collegiality. Respect disagreement without personalizing the debate, support organization’s professional documents (accreditation, board certification, and licensure efforts), and demonstrate a sincere commitment to other members of the organization and their views.

Section 3.3. Personal and Professional Duties of Board Members. Members of the Board of Directors have “three” personal and professional duties to the organization:

(a) Duty of Care. Board members are expected to demonstrate professional care, diligence, and personal skill that any prudent person would exhibit on behalf of his or her position, thus avoiding personal attacks, going public, or “stepping over the line”.
(b) Duty of Loyalty. Board members are expected to maintain a principled approach to support the ASEP professional philosophy that defines the professional development of exercise physiology, what is exercise physiology, and who is an exercise physiologist.
(c) Duty of Obedience. Board members are expected to demonstrate actions (written, oral or both) in accordance with the organization’s vision; goals and objectives; bylaws and articles of incorporation; code of ethics; and standards of professional practice.

Section 3.4. Confidentiality by Board Members. All members of the Board of Directors shall maintain “confidentiality” of Board meetings, business matters, discussions, and policy procedures to protect the organization’s interests and financial viability. This means that all Board members shall not discuss disputed or confidential organization’s actions, policies, or issues with non-organization Board members, or the general public unless all Board members agree that such information is no longer confidential.

Section 3.5. Conduct of Board Members. All members of the Board of Directors shall conduct themselves in a professional manner that fosters professional confidence in the organization and, therefore, reflects positively on the members of the organization and its vision for exercise physiologists.

ARTICLE 4 - MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1. Annual Meeting. The annual meeting of the Board of Directors for the purpose of electing directors and officers and transacting such other business as may properly come before the meeting shall be held each year at the time and place, within or without the State of Minnesota, which are designated from time to time by the Board of Directors.

Section 4.2. Other Meetings. Other meetings of the Board of Directors may be held at such time and place as are announced at a previous meeting of the Board of Directors. Meetings of the Board of Directors may also be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon the written request of two or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary to call the meeting, and the Secretary shall give notice of the meeting, setting forth the time, place and purpose thereof, to be held between five and thirty days after the notice is given. If the Secretary fails to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provided.

Section 4.3. Notice of Meetings. Written notice of each meeting of the Board of Directors for which written notice is required, and of each annual meeting, stating the time, place and purpose thereof shall be mailed, postage prepaid, not less than five nor more than thirty days before the meeting, excluding the day of the meeting, to each director at his or her address according to the last available records of this corporation. Any director may waive notice of a meeting before, at or after the meeting, orally, in writing, or by attendance. Attendance at a meeting is deemed a waiver unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the director does not participate in the meeting.

Section 4.4. Quorum and Voting. The presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. At all meetings of the Board of Directors, each director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the directors present at any meeting, if there be a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws. A director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors. A director who is present at a meeting of the Board of Directors when an action is taken is presumed to have assented to the action unless the director votes against the action or expressly abstains from or is prohibited from voting on the action.

Section 4.5. Adjourned Meetings. When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

Section 4.6. Written Action. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors.

Section 4.7. Director Conflicts of Interest. This corporation shall not enter into any contract or transaction with (a) a director or a member of the family of a director, (b) a director of a related organization or a member of the family of a related organization, or (c) an organization in which the corporation's director or a member of the family of the director is a director, officer or legal representative or has a material financial interest, except in accordance with Minnesota Statutes § 317A.255, subd. l(b).

ARTICLE 5 - MEMBERSHIP
Section 5.1. Voting Rights and Privileges. This corporation shall have non-voting members in such categories and with such rights and privileges other than voting as are set forth in this Article 4 as amended by the Board of Directors from time to time.

Section 5.2. Membership and Payment. Individuals who desire to become members of this corporation shall apply for membership and make payment in advance of the annual dues or membership fees in the category applied for. The Board of Directors shall accept or reject all applications for membership, but may delegate such power and function to one or more of the officers of the corporation or to a committee of directors or of officers or of both.

Section 5.3. Membership Dues and Other Payments. The Board of Directors shall determine and may alter from time to time the dues or other payments required for membership. The membership year shall be the same as the fiscal year of this corporation.

Section 5.4. Categories of Membership:

(a) A Professional Member, who is a graduate of an accredited institution with an academic emphasis or degree in exercise physiology (science).
(b) A Certified Professional Member, who has passed the American Society of Exercise Physiologists' board certification examination.
(c) An Affiliate Member, who is a non-exercise physiologist actively engaged in the health, fitness, physical and/or cardiopulmonary rehabilitation and/or sports medicine field of work.
(d) An International Member, who is an academically prepared exercise physiologist or an individual working professionally in an exercise physiology-related profession in any country other than the United States.
(e) An Emeritus Member, who has been an active member in good standing for not less than 15 years and who is 65 years of age or more and retired from regular employment. The Emeritus Members shall not be eligible to hold corporation or membership office.
(f) An Honorary Member, who is an individual not an American Society of Exercise Physiologists' member, but has attained eminence through scientific and/or public service contributions to the conceptual framework of exercise physiology.
(g) A Student Member, who is a student actively engaged in an academically approved exercise physiology program of study.
(h) A Sustaining Member, who is a commercial organization that markets products used by the exercise physiology research community or is otherwise engaged in activities that fall within the general interest areas of the American Society of Exercise Physiologists. A Sustaining Member shall be entitled to special advertising and exhibition privileges determined by the Board of Directors from time to time.
(i) A Fellow Membership may be awarded to members who support the purpose and objectives of the American Society of Exercise Physiologists by their distinguished activities. A Fellow Member shall have earned a doctorate degree and have made a significant contribution to the development of exercise physiology through research. The initial members of the Board of Directors shall be the first Fellow Members.

ARTICLE 6 - OFFICERS
Section 6.1. Tenure of Office. The officers of this corporation shall be a president, a Vice President, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time designate. Officers shall be elected by the Board of Directors to serve for terms of one year and until their respective successors are chosen and have qualified. Any officer may at any time be removed by the Board of Directors wish or without cause. The same person may hold more than one office at the same time, except the offices of (a) President and Vice President and (b) President and Secretary. The officers need not be directors of this corporation.

Section 6.2. President. The President shall be the chief executive officer of this corporation. He or she shall preside at all meetings of the Board of Directors. He or she shall be responsible for the general supervision, direction and management of the affairs of this corporation. He or she may execute on behalf of this corporation all contracts, deeds, conveyances and other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of this corporation.

Section 6.3. Vice President. The Vice President shall perform the duties of the President in case of the latter's absence or disability. The execution by the Vice President on behalf of this corporation of any instrument shall have the same force and effect as if the President has on behalf of this corporation.

Section 6.4. Secretary. The Secretary shall keep accurate minutes of all meetings and shall be custodian of the records, documents and papers of this corporation. He or she shall provide for the keeping of proper records of all transactions of this corporation. He or she shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of Secretary, or imposed by these Bylaws. He or she shall also perform such other duties as may be assigned to him or her from time to time by the Board of Directors.

Section 6.5. Assistant Secretary. The Board of Directors in its discretion may elect an Assistant Secretary, who shall perform the duties and assume the responsibilities of the Secretary as above set forth under the general direction of the Secretary or President.

Section 6.6. Treasurer. The Treasurer shall be responsible for maintaining accurate financial records for this corporation and safeguarding the assets of this corporation. He or she shall present a report of this corporation's financial transactions and status to the Board of Directors at its annual meeting, and shall from time to time make such other reports to the Board of Directors as it may require. The Treasurer shall perform such other duties as may be assigned to him or her from time to time by the Board of Directors.

Section 6.7. Assistant Treasurer. The Board of Directors in its discretion may elect an Assistant Treasurer who shall perform the duties and assume the responsibilities of the Treasurer as above set forth under the general direction of the Treasurer or President.

Section 6.8. Additional Powers. Any officer of this corporation, in addition to the powers conferred upon him or her by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.

ARTICLE 7 - COMMITTEES
Section 7.1. Authority. The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it by the Board of Directors. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Executive Committee, need not be directors.

Section 7.2. Executive Committee. The Board of Directors may designate an Executive Committee composed of at least three directors designated by the Board of Directors. The Executive Committee shall have the authority of the Board of Directors in the management of the business of this corporation in the interval between meetings of the Board of Directors, and the Executive Committee shall at all times be subject to the control and direction of the Board of Directors.

Section 7.3. Meetings and Voting. Meetings of each committee may be held at such time and place as are announced at a previous meeting of the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the President, on at least five days' notice by mail, or two days' oral notice by telephone or in person. Appearance at a meeting is deemed to be a waiver of notice unless the committee member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the committee member does not participate in the meeting. At all meetings of a committee of this corporation each member thereof shall be entitled to cast one vote on any question coming before such meeting. The presence of a majority of the membership of any committee of this corporation shall constitute a quorum at any meeting thereof, but the members of a committee present at any such meeting, although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members of a committee of this corporation present at any meeting thereof, if there be a quorum, shall be sufficient for the transaction of the business of such committee. Any action that could be taken at a committee meeting may be taken by written action signed by all members of the committee.

ARTICLE 8 - INDEMNIFICATION
To the full extent permitted by any applicable law, this corporation shall indemnify each person made or threatened to be made a party to any threatened, pending or completed civil, criminal, administrative, arbitration, or investigative proceeding, including a proceeding by or in the right of this corporation, by reason of the former or present capacity of the person as:

(a) A director, officer, employee or member of a committee of this corporation or,

(b) A director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, who while a director, officer or employee of this corporation, is or was serving the other corporation at the request of this corporation or whose duties as a director, officer or employee of this corporation involve or involved such service to the other corporation, against judgments, penalties, fines (including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan), settlements, and reasonable attorneys' fees and disbursements, incurred by the person in connection with the proceeding.

Indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee or committee member and shall inure to the benefit of the heirs, executors and administrators of such person. Any indemnification realized other than under this section shall apply as a credit against any indemnification provided by this section.

This corporation may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or a member of a committee of this corporation against any liability asserted against such person and incurred by such person in any such capacity.

ARTICLE 9 - MISCELLANEOUS
Section 9.1. Fiscal Year. Unless otherwise fixed by the Board of Directors, the fiscal year of this corporation shall begin on January 1 and end on the succeeding December 31.

Section 9.2. Corporate Seal. This corporation shall have no seal.

Section 9.3. Electronic Communications. A director or committee member may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

A conference among directors or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the Board of Directors or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

Section 9.4. Authority to Borrow, Encumber Assets. No director, officer, agent or employee of this corporation shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.

Section 9.5. Deposit of Funds. All funds of this corporation shall be deposited from time to time to the credit of this corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors from time to time.

ARTICLE 10 - AMENDMENT
The Board of Directors may amend these Bylaws by adoption of a resolution setting forth the amendment by a majority vote of the directors present at a meeting duly called; provided that, unless waived by each director, notice of the proposed Bylaw amendment shall have been given to each director with or by incorporation in the notice of the meeting given in accordance with Section 3.3 hereof.

CERTIFICATE
The undersigned does hereby certify that he/she is the Secretary of the American Society of Exercise Physiologists; and that at the organizational meeting of the initial Board of Directors of said corporation, the Bylaws above set forth were duly adopted as the Bylaws of said corporation.

Dated: ______________, 1997

____________________________
Secretary

AMERICAN SOCIETY OP EXERCISE PHYSIOLOGISTS
ORGANIZATION BY WRITTEN ACTION

Whereas the Articles of Incorporation of the American Society of Exercise Physiologists having been duly filed in the Office of the Secretary of State of Minnesota on August 15, 1997, Tommy Boone, Ph.D., M.F.H., the sole incorporator of said corporation, does hereby take the following action by this writing, pursuant to Minnesota Statutes § 317A.171 Subd. 2, to-wit:

(1) The Bylaws of the American Society of Exercise Physiologists, hereto attached, are hereby adopted as the bylaws of said corporation.
(2) The number of directors comprising the Board of Directors of the corporation shall be three.
(3) Tommy Boone, Ph.D., M.P.H., Robert Robergs, Ph.D. and Stephen Figoni, Ph.D. are hereby appointed directors of said corporation to serve until the first annual meeting of the Board of Directors and the election and qualification of their successors.
(4) Tommy Boone is hereby appointed president of said corporation to serve until the next annual meeting of the Board of Directors and until his successor shall be elected and shall qualify.
(5) _____________________ is hereby appointed secretary of the corporation to serve until the next annual meeting of the Board of Directors and until his successor shall be elected and shall qualify.
(6) _____________________ is hereby appointed treasurer of said corporation to serve until the next annual meeting of the Board of Directors and until his successor shall be elected and shall qualify.
(7) Banking Resolution. The following are hereby adopted as banking resolutions of the corporation:

RESOLVED, that _____________________ of Duluth,Minnesota, is hereby designated as a depository for the funds of this corporation, and any officer or other person hereinafter named is hereby authorized for and on behalf of this corporation to open or continue an account or accounts with said Bank and to execute and deliver to said Bank signature card or cards supplied by said Bank containing specimen signatures of officers or other persons hereinafter named and assenting to said Bank's Rules and Regulations Governing Bank Accounts, and that any officer or other person hereinafter named is hereby authorized for and on behalf of this corporation to endorse or cause to be endorsed and to deposit or cause to be deposited in such account or accounts from time to time checks, drafts and other instruments and funds payable to or held by this corporation.

RESOLVED, FURTHER, That checks, drafts and other withdrawal orders and any and all other directions and instruments of any character with respect to funds of this corporation now or hereafter with said Bank may be signed by any one of the following:

____________________President

____________________Treasurer

and said Bank is hereby fully authorized to pay and charge to such account or accounts any checks, drafts and other withdrawal orders so signed, and to honor any directions or instructions so signed, whether or not payable to the individual order of or deposited to the individual account of or inuring to the individual benefit of any of the foregoing officers or persons.

RESOLVED, FURTHER, That ________________ and _______________, or either of them, are hereby authorized for and on behalf of this corporation, at any time or from time to time to borrow money from said Bank in such amounts, for such times, at such rate or rates of interest and upon such terms as he or she may see fit; to execute and deliver notes or other evidences of indebtedness of this corporation therefore, and extensions and renewals thereof; to sell, assign, transfer, mortgage, pledge or otherwise hypothecate to said Bank any bills receivable, accounts, contracts, warehouse receipts, bills of lading, stocks, bonds, chattels, real estate or other property of this corporation as security; to give guaranties and other undertakings to said Bank; to discount with said Bank bills receivable of this corporation and to authorize modifications and extensions with respect thereto and to waive demand, presentment, protest and notice of dishonor; and to do, authorize and agree to any and all other things at any time or from time to time in connection with any of the foregoing as they may deem appropriate.

RESOLVED, FURTHER, That said Bank shall be entitled to rely upon a certified copy of these resolutions until written notice of modification or rescission has been furnished to and received by said Bank.

RESOLVED, FURTHER, That in lieu of furnishing these resolutions, the proper officers are authorized to execute the Bank's standard resolutions in a manner consistent with these resolutions and that such action is hereby specifically authorized by these resolutions.

IN TESTIMONY WHEREOF, the undersigned incorporator has
executed this written action this ___ day of ______________
1997.

______________________________
Tommy Boone, Ph.D., M.P.H