CERTIFICA TE OF INCORPORATION OF ARSENIC FOUNDATION, INC.
(the "Certificate")
Under Section 402 of the Not-for-Profit Corporation Law
The undersigned, for the purpose of forming a not-for-profit corporation under Section 402 of the Not-for-Profit Corporation Law of the State of New York (the "N-PCL"), hereby certifies that:
1. ..Name of the Corporation.
The name of the corporation is Arsenic Foundation, Inc. (hereinafter referred to as the "Corporation").
2. Nature of the Corporation.
The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law and is not formed, conducted or operated for purposes of pecuniary profit or financial gain. The Corporation is a Type B corporation under Section 201 of the Not-for-Profit Corporation Law.
3. Purposes.
The Corporation is organized and operated exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (the "Code"). The Corporation will achieve its purposes by establishing clean water projects in South East Asian villages. Specifically, the Corporation shall be authorized to do any and all things necessary and proper to
(a) work with local government and non-governmental organizations to identify areas in need of clean water projects;
(b) educate local populations on the importance and maintenance of clean
water projects;
(c) provide funds to establish clean water systems in poor, underprivileged communities in South East Asia. The kinds of clean water projects contemplated include: sanitary dugwells, pond sand filters, rainwater harvesting and deep arsenic free tubewells;
(d) effect periodic testing of the clean water systems that are established; and
(e) subject always to the provisions of this article (3), (i) to do all and everything necessary, suitable and proper for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore set forth and to the same extent as natural persons might or could do, either alone or through the agency of other corporations, organizations, institutions or governmental bodies, and (ii) to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid objects or purposes or any part or parts thereof.
4. Powers.
In furtherance of the foregoing purposes, the Corporation shall have all the general powers enumerated under Section 202 of the N-PCL, including but not limited to the power to solicit grants and contributions for the foregoing purposes and any other powers now or hereafter permitted by law for a corporation organized for the foregoing purposes, provided however, that these powers are consistent with Section 501(c)(3) of the Code.
5. Obligations and Prohibitions.
(a) No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, director, or officer of the Corporation or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation.
(b) No member, trustee, director or officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.
(c) No substantial part of the activities of the Corporation shall be carrying on propaganda, lobbying or otherwise attempting to influence legislation, except as otherwise provided under Section 501(h) of the Code. The Corporation shall not participate nor intervene (including the publication or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
(d) Notwithstanding any other provision of this Certificate, the Corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific,
testing for public safety, literary, or educational purposes, as specified in Section 501(c)(3) of the Code. The Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (ii) by a corporation contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code.
(e) In the event of the liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary or by operation of law, all of the remaining assets and property of the Corporation shall after necessary expenses thereof be distributed to one or more organizations which are then qualified under Section 501(c)(3) of the Code to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which the Corporation was formed.
(f) In any taxable year in which the Corporation is a private foundation under the code, it: (i) shall distribute its income for each taxable year at such time and manner as not to become subject to the tax on undistributed income under Section 4942 of the Code; (ii) shall not engage in any act of self-dealing as defined in Section 4941 of the Code; (iii) shall not retain any excess business holdings as defined in Section 4943 of the Code; (iv) shall not make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code; and (v) shall not make any taxable expenditures as defined in Section 4945 of the Code.
- Location of the Co!]2oration.
(a) New York County.
The office of the Corporation in the State of New York shall be located in
(b) The books and records of the Corporation shall be located at c/o Department of Physics, Lyman Laboratory, Room 435, Harvard University, Cambridge, MA 02138.
7. Directors.
The names and addresses of the initial directors of the Corporation are:
Name
Address
Dr. Richard Wilson
c/o Department of Physics Lyman Laboratory Room 435
Harvard University Cambridge, MA 02138
Dr. Meera Smith
c/o University of California
2030 Addison Street Berkeley, CA 94704-1158
Dr. David Christiani
c/o School of Public Health
Harvard University
Huntingdon A venue Boston, MA 02199
Dr. Charles Harvey
c/o Massachusetts Institute of Technology
Cambridge, MA 02139
Dr. Quasi Quamruzzaman
c/o Dhaka Community Hospital 190/1,
Baro Moghbazar, Wireless Railgate Dhaka-1217, Bangladesh.
8.Agent for Service of Process.
The Secretary of State of the State of New York is hereby designated as the agent )f the Corporation upon whom process in any action or proceeding against the Corporation may )e served. The post office address to which the Secretary of State shall mail a copy of any such Jrocess so served is:
Dr. Richard Wilson
c/o Department of Physics Lyman Laboratory Room 435
Harvard University Cambridge, MA 02138
IN WITNESS WHEREOF, the undersigned incorporator, being at least eighteen years of age, has signed this certificate this - day of September, 2004, and hereby affirms the truth of the statements contained herein under penalty of perjury.
Dr. Richard Wilson
c/o Department of Physics Lyman Laboratory Room 435
Harvard University Cambridge, MA 02138