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ARTICLES OF INCORPORATION
OF
OLD EDWARDIANS ASSOCIATION (USA) , Inc, |
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THE UNDERSIGNED, whose addresses are shown besides their names,
being at least eighteen years of age and former students of
the St. Edward’s Secondary School (a high school located
in Freetown, the capital city of the Republic of Sierra Leone),
do hereby form a corporation under the laws of the State of
Georgia.
Article I. Identity.
The name of the corporation shall be Old Edwardians Association
(USA), Inc.
Article II. Principal Place of Business.
The corporation's principal place of business will be located
at 894 Michael Lee Way, Lawrenceville, GA 30043 The registered
agent at such address is Eddie Akpan. The county of the registered
office is Gwinett.
Article III. Purposes.
The corporation is formed as a not-for-profit charitable alumni
association and will operate exclusively for non-profit, charitable,
and educational purposes within the meaning of Section 501(c)(3)
of the Internal Revenue Code, or the corresponding section of
any future United States federal tax code, to further common
good in society, including, but not limited to, the following
purposes:
Section 1. To organize
and unite the former students of the St. Edward’s Secondary
School in order to promote, foster, develop and sustain the
highest excellence in education at that school in particular
and in Sierra Leone and society generally, by providing essential
financial and material assistance and support towards the development
and enhancement of education and social welfare of the youth
in society for the common good.
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More specifically -
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To cultivate closer relationship, including
good and cordial fellowship among
the former students of the St. Edward’s Secondary
School. |
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To extend to some of the educationally qualified, capable
and deserving underprivileged students in need at the
St. Edward’s Secondary School, financial and material
assistance and support, including, but not limited to,
scholarships, grants, school uniforms and educational
supplies which otherwise would be unaffordable for such
students. |
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To periodically provide financial assistance
or support to the St. Edward’s Secondary School
which may be designated specifically for development and
maintenance of infrastructure and/or for payment to teachers
and staff to supplement their salaries. These charitable
undertakings by the Association
would, on the one hand, serve to enhance the overall institutional
environment in effort to render it conducive to effective,
fitting and excellent educational development and, on
the other hand, provide instructional support in form
of incentive to the teachers and staff who are not very
highly or adequately compensated for their invaluable
dedicated services aimed at shaping the minds and direction
of the youth in society. |
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To generally promote and foster the interest
of the St. Edward’s Secondary School with the aim
to make it the foremost in educational development and
achievements among institutions of its type in Sierra
Leone and in the world. |
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To do all lawful acts and things which may be necessary,
useful or proper for
the furtherance or accomplishment of the purposes of the
Association.
The Association's aforementioned purposes will serve the
common good and be beneficial to the public or society's
interest by fostering and enhancing the advancement and
development of education and social welfare of the youth
through provision of essential financial and material
assistance aimed at developing and sustaining the overall
environment, rendering it conducive to offering and obtaining
proper, fitting and excellent education. By undertaking
the charitable endeavors underlying its purposes, the
Association will lessen the burden that otherwise will
be borne fully by the government. |
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Article IV. Scope of Activities.
No part of the funds of the Association shall inure to the benefit
of, or be distributed to its members, officers, or other private
persons, except that the Association shall be authorized and
empowered to pay reasonable compensation for services it is
rendered and to make payments and distributions in furtherance
of the purposes as set forth in Article III hereof. No substantial
part of the activities of the Association shall be the carrying
on of propaganda, or otherwise attempting to influence legislation,
and the Association 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. Notwithstanding any other provision of these
Articles, this Association shall not, except to an insubstantial
degree, engage in any activity or exercise any power that is
not in furtherance of the purposes set forth in Article III
hereof or not permitted for entity exempt from federal income
tax under IRS Section 501(c)(3) Code.
Article
V. Governing Body.
The affairs of the Association shall be managed and regulated
and its property controlled by a board of directors/executive
body comprised of six officers, which number may be increased
or decreased pursuant to the Bylaws of the Association. The
Officers of the Association shall be a President, Vice President,
General Secretary, Assistant General Secretary, Social Secretary,
and Treasurer. The qualifications, duties, term of office, time
and manner of electing, and manner of removing officers and
filling vacancies shall be set forth in the Association's Bylaws.
In furtherance of the aforementioned purposes, but not limited
to these, the Association shall
have the power, to the extent that such power is conferred or
is not limited by law, to
make and perform contracts for any lawful purpose, to solicit
donations and contributions, to engage in various charitable
funding and fund-raising activities, and to acquire, own, hold,
operate and maintain such property as to effectuate its purposes.
Article VI. Membership.
The Association may have two types of members: (1) Regular Member
- Any person whose name in on the student register at the St.Edward’s
Secondary School can become a regular member; and (2) Honorary
Member - Any person who is not a former student of the St.Edward’s
Secondary School may be granted honorary membership in the Association
upon recommendation of the Executive body and approval by majority
vote of the regular members present and voting during the meeting
at which the recommendation is presented for a decision. The
rights, privileges and obligations of members shall be as stated
in the Bylaws.
Article VII. Amendment to Articles.
These Articles of Incorporation may be altered, amended or repealed,
in whole or in part, and new Articles may be adopted upon resolution
by a two-thirds majority of voting eligible members at an organized
meeting of the Association, provided that notice of intention
as to that specific purpose had been properly communicated to
the membership at least seven (7) days prior to the meeting.
Article VIII. Bylaws.
Bylaws shall be adopted sometime after the signing of these
Articles. Such Bylaws may be altered, amended or repealed, in
whole or in part, in the manner provided therein, and any amendment
to the Bylaws shall be binding on all members, including those
who may have voted against the amendment.
Article
IX. Distribution of Assets upon Dissolution.
In the event of dissolution, assets of the Association shall
be donated to the St. Edward’s Secondary School, or to
the Government of Sierra Leone or another government entity
for purpose of developing education for the youth in society,
or distributed for one or more exempt purposes within the meaning
of Section 501(c)(3) of the Internal Revenue Code, or corresponding
section of any future federal tax code. The disposition of any
such assets not so disposed of shall be determined by a Court
of Competent Jurisdiction of the County in which the principal
place of business of the Association is then located, exclusively
for such purposes or to such non-profit charitable organization(s),
as said Court shall determine, which are organized and operated
exclusively for such purposes.
Article X.
Board of Directors/Executive Body.
The corporation shall have six directors, which number may be
increased or decreased pursuant to the Bylaws of the corporation/Association.
Each director shall serve as an officer of the Association and
together shall constitute its executive body. The names and
addresses of persons who shall serve as initial directors of
the Association until successors are duly chosen and qualified
are as follows:
NAME ADDRESS POSITION
The Association has no authority to and does not intend to
issue capital stock. Funds for furthering the purposes set
forth in Article III hereof shall be derived from membership
dues, donations (solicited and unsolicited), contributions,
and occasional fund-raising activities. The Association intends
to apply for tax exempt status pursuant to Section 501(c)(3)
of the IRS Code.
The name and address of each incorporator is:
(see Founding members’ list) |
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