Articles of Organization
First amendment on the 21st of August, 2002
ARTICLE I
The exact name of the corporation is:
Nepalese Children's Education Fund, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following activities:
a. Purposes and Activities. The corporation (1) is organized
exclusively for charitable, educational and scientific purposes,
including (without limitation) studying, promoting and supporting
educational opportunities for citizens of Nepal and other nations;
(2) may engage in all activities permitted by Massachusetts General
Laws, Chapter 180, including (without limitation) powers enumerated
in sections 9A and 9B of Chapter 156B, which are incidental to or in
furtherance of those purposes, except as restricted herein; and (3)
shall comply with the laws, rules and regulations set forth in and
promulgated pursuant to the Internal Revenue Code of 1986
(hereinafter "the Code" ) applicable to organizations described in
section 501(c)(3) thereof, to which contributions are deductible
under section 170(c)(2).
b. Restrictions if a Private Foundation. To the extent, if any,
required by section 508(e)(1) of the Code, the corporation:
- shall distribute its income for each taxable year at such time(s)
and in such manner(s) as to incur no tax on undistributed income
under section 4942 of the Code;
- shall engage in no Act of self-dealing as defined in section 4941(d) of
the Code;
- shall retain no excess business holdings as defined in section 4943(c)
of the Code;
- shall make no investment so as to subject it to tax under
section 4944 of the Code; and
- shall make no taxable expenditure as defined in section 4945(d) of the
Code.
ARTICLE III
A corporation may have one or more classes of members. If it does,
the designation of such classes, the manner of election or appointments,
the duration of membership and the qualification and rights, including
voting rights, of the members of each class, may be set forth
in the by-laws of the corporation or may be set forth below:
The corporation has one (1) class of non-voting members. The management
and affairs of the corporation shall be at all times under the
direction of a Board of Directors, whose operations in governing
the corporation shall be defined by statute and by the corporation's
by-laws. No member or Director shall have any right, title, or
interest in or to any property of the corporation.
ARTICLE IV
**Other lawful provisions, if any, for the conduct and regulation
of the business and affairs of the corporation, for its voluntary
dissolution, or for limiting, defining, or regulating the powers
of the corporation, or of its directors or members, or of any
class of members, are as follows:
(a) In addition to the powers granted to the corporation by General
Laws, Chapter 180, the corporation shall have and may exercise
in furtherance of its corporate purposes each of the powers specified
in Sections 9A and 9B of Massachusetts General Laws, Chapter 156B.
(b) The directors may make, amend or repeal the by-laws in whole
or in part.
(c) Notwithstanding anything else herein provided, the crporation
is organized and shall be operated exclusively for charitable
purposes, as said terms have been and shall be defined pursuant
to sections 170(c) and 501(c)(3) of the Internal Revenue Code.
he officer's or director's duty of loyalty to the
corporation (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law,
or (iii) for any transaction from which the officer or director
derived an improper personal benefit. No amendment or repeal of
these provisions shall deprive an officer or director of the benefits
hereof with respect to any act or omission occurring prior to
such amendment or repeal.
ARTICLE V
The by-laws of the corporation have been duly adopted and the
initial directors, president, treasurer and clerk or other presiding,
financial or recording officers, whose names are set out on the
following page, have been duly elected.
ARTICLE VI
The effective date of organization of the corporation shall be
the date approved and filed by the Secretary of the Commonwealth;
if a later effective date is desired, specify such date which
shall not be more than thirty days after the date of filing.
ARTICLE VII
The information contained in Article VII is not a permanent part
of the Articles of Organization.
a. The street address (post office boxes are not acceptable) of
the principal office of the corporation in Massachusetts is:
24 Harold Street # 1, Somerville, MA 02143
b. The name, residential address and post office address of each
director and officer of the corporation is as follows:
President: Omprakash Gnawali, -- Address deleted --
Vice President: Atul Pokharel, -- Address deleted --
Treasurer: Yechezkia Fisher, -- Address deleted --
Secretary: Bigyan Raj Acharya, -- Address deleted --
Directors (or officers having the powers of directors):
John Leffingwell, -- Address deleted --
c. The fiscal year of the corporation shall end on the last day
of the month of: December.
d. The name and business address of the resident agent, if any,
of the corporation is: (Above)
I/We, the below signed incorporator(s), do hereby certify under
the pains and penalties of perjury that I/we have not been convicted
of any crimes relating to alcohol or gaming within the past ten
years. I/We do hereby further certify that to the best of my/our
knowledge the above-named officers have not been similarly convicted.
if so convicted, explain.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY,
I/we, whose signature(s) appear below as incorporator(s) whose
name(s) and business or residential address(es) are clearly typed
or printed beneath each signature, do hereby associate with the
intention forming this corporation under the provisions of General
Laws, Chapter 180 and do hereby adopt the Articles of organization
as incorporator(s) this 18th day of April, 2002,
Omprakash Gnawali, -- Address deleted --
Yechezkia Fisher, -- Address deleted --
|
