ARTICLES OF INCORPORATION
OF
The undersigned incorporator(s), a natural person 18 years of age or older, in order to form a corporate entity under Minnesota Statutes, Chapter 317A, adopts the following articles of incorporation.
ARTICLE I
NAME/REGISTERED OFFICE
The name of this corporation shall be Southeast Asian Orphanage Foundation, located at 2529 Nicollet Avenue South, Suite 202, Minneapolis, MN 55404
ARTICLE II
PURPOSE
This corporation is organized exclusively for charitable, more specifically to provide opportunities and future for children of Southeast Asian Orphanages, to educate interested constituents with resources, information, and knowledge about adoption procedures, and to serve as a liaison for families, organizations, and corporations to help orphans in Southeast Asia. To this end, the corporation shall at all times be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, form such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
ARTICLE III
EXEMPTION REQUIREMENTS
At all times shall the following operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or others private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE IV
DURATION
The duration of the corporate existence shall be perpetual.
ARTICLE V
MEMBERSHIP/BOARD OF DIRECTORS
The corporation shall have no members. The management of the affairs of the corporation shall be vested in a Board of Directors, as defined in the corporation's bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.
The number of Directors constituting the first Board of Directors is three, their names and addresses being as follows:
P. Peter Nguyen
1400 South 2nd Street
#B518
Minneapolis, MN 55454
Kim-Chau Ngo
Winona State University
Cultural Diversity Office
Kryzsko Commons
Room 120
P.O. Box
Winona, MN 55987-5838
Hiep Huynh
2529 Nicollet Avenue South
Suite 202
Minneapolis, MN 55404
Members of the first Board of Directors shall serve until the first annual meeting, at which their successors are duly elected and qualified, or removed as provided in the bylaws.
ARTICLE VI
PERSONAL LIABILITY
No volunteers, officers, or Directors 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 volunteers, officers, or Directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE VII
DISSOLUTION
Upon the dissolution of the organization, assets shall be 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, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of by the District Court of the county in which the principal office of the organization 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 VIII
INCORPORATOR(S)
The incorporators of this corporation are:
P. Peter Nguyen
Kim-Chau Ngo
Hiep Huynh
The undersigned incorporators certify that they execute these articles for the purposes herein stated.
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Signature Date
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