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ARTICLES OF INCORPORATION

OF

Expatriate Bangladeshi 2000 [EB2000] Inc.

A NON-STOCK CORPORATION

The undersigned incorporators, in order to form a non-stock corporation under the laws of the state of Virginia, adopt the following Articles of Incorporation:

1. NAME: The name of this corporation is Expatriate Bangladeshi 2000 [EB2000] Inc.

2. MEMBERS: The classes, rights, privileges, qualifications, and obligations of members of this corporation are as follows:

This corporation shall have one class of membership. All expatriates of Bangladeshi birth, nationality or citizenship, their spouse and descendants residing and working outside of Bangladesh are eligible for membership. Any person eligible for membership shall be qualified to become a member upon payment of the initial dues, if any, fixed by the board of directors and shall continue as a member upon paying the annual dues, if any, fixed by the board of directors. The method and time of payment of dues shall be determined, and may be changed, from time to time, by the board of directors. Additional provisions specifying the rights and obligations of members shall be contained in the Bylaws of this corporation pursuant to, and in accordance with, the laws of this state.

3. DIRECTORS: The corporation shall have seven (7) directors and collectively they shall be known as the Board of Directors. Directors shall be of the age of maturity in the State of Virginia. The Board of Directors shall be elected individuals from among the regular members. The process of election, term of office, power and responsibilities of the Board of Directors shall be defined in the by-laws of the corporation.

In the interim period between incorporation and the first election of the Board of Directors, the power and responsibilities of the Board of Directors shall be vested in the working committee, appointed among qualifying volunteers of the corporation by the initial directors.

4. REGISTERED AGENT: The name of the initial registered agent of this corporation is:

Mahmud Farooque.

The registered agent is a resident of Virginia and an initial director of the corporation.

5. REGISTERED OFFICE: The corporation's initial registered office address which is the business address of the initial registered agent is:

4706 Nathan Hale Drive #4

Annandale, VA 22003.

The registered office is physically located in the County of Fairfax.

6. PURPOSE: The specific purposes for which this corporation is organized are:

  • To create a common information network and platform among all expatriates of Bangladeshi birth, nationality or citizenship, their spouse and descendants residing and working outside of Bangladesh and connect them with the policy and development process in Bangladesh.
  • To create a repository of physical and human resources among the expatriates that could be utilized in complementing and reinforcing the policy and development process in Bangladesh.
  • To establish strategic alliances and partnerships between the corporation and various local and foreign governmental and non-governmental organizations with shared objectives and vision.
  • To initiate, deliberate, develop, fund, implement, and evaluate policy development and project proposals to produce outcomes such as, but not limited to, white papers, policy reviews, expert opinions, policy education, and developmental projects.
  • To uphold and maintain the principle of neutrality with regard to religion, ethnicity and political persuasions.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, 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 corresponding section of any future federal tax code.

7. DIRECTORS: The number of initial directors of this corporation is three (3). Their names and address are as follows:

Mahmud Farooque, 4706 Nathan Hale Drive #4, Annandale, VA 22003.

Shabbir Parvez, 2702 Copper Creek Road, Herndon, VA 20171.

Sarwar Jamil, 701 E 46th Street #16, Long Beach, CA 90807.

8. DURATION: The period of duration of this corporation is perpetual.

9. ADDITIONAL PROVISIONS: Any additional provisions for the operation of the corporation are as follows:

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this 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.

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles.

Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

 

The undersigned incorporators hereby declare under penalty of perjury that the statements made in the foregoing Articles of Incorporation are true.

 

Dated: February 8, 1999

 

________________________________

Mahmud Farooque, Incorporator

 

________________________________

Shabbir Parvez, Incorporator

 

 

 

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