ARTICLES OF INCORPORATION

OF

ARIZONA KURDISH SOCIETY

(An Arizona nonprofit corporation)

 

            The undersigned incorporators, desiring to form a nonprofit corporation under and pursuant to the laws of the State of Arizona, hereby adopt these Articles of Incorporation.

 

ARTICLE 1

Name and Address

 

            The name of this corporation is the Arizona Kurdish Society (the Corporation).  Its principal place of business shall be at a specific address location, but other offices may be established and maintained within or without the State of Arizona at such places as the Board of Directors may designate.

 

ARTICLE 2

Duration

 

            The duration of the Corporation shall be perpetual.

 

ARTICLE 3

Purpose and Powers

 

            A.            The Corporation is organized to engage in activities exclusively for charitable, religious, education and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (Code).  To the extent that the following conforms to such purposes, the general nature of the activities of the Corporation is more specifically described as follows:

 

To provide aid to Kurdish people and their children to help them succeed in American Society. To provide humanitarian assistance to Kurdish people living throughout the world.

 

            B.            The Corporations powers as aforesaid shall include, but shall not be limited to, the several powers and purposes set forth in Arizona Revised Statutes, Section 10-3302, as amended from time to time, which are hereby incorporated herein by reference.

 

 

 

ARTICLE 4

Tax Exempt

 

            Notwithstanding any other provisions of these Articles, the Corporation shall engage only in activities consistent with its tax-exempt status and permitted to be conducted (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, as amended (or the corresponding provisions of any future United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, as amended (or the corresponding provisions of any future United States Internal Revenue Law).

 

ARTICLE 5

Character of Business

 

            The character of the business which the Corporation intends to initially conduct in Arizona is to take all such actions as may be appropriate to accomplish the purposes set forth above.

 

ARTICLE 6

Earnings/Lobbying/Liquidation

 

            A.            The Corporation shall not be for profit or pecuniary gain and shall have no capital stock or shares; and no part of any net earnings of the Corporation shall inure to the benefit of, or be distributable to, any Officer or Director of the Corporation; any private individual; or be appropriated for any purposes other than the purposes of the Corporation as herein set forth; provided, however, the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation as set forth herein.

 

            B.            No substantial part of the Corporations activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation or participating or intervening in any political campaign on behalf of any candidate for public office.

 

            C.            Upon the winding up and dissolution of the Corporation, the Directors shall, after paying or making provisions for payment of all the liabilities of the Corporation, dispose of all of its assets to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable, educational or religious and/or scientific purposes, and which has established its tax-exempt status under Section 501(c)(3) of the Code as now in force or hereafter amended, as the Directors shall determine.  Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Corporation is then located, to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.

 

ARTICLE 7

Board of Directors

 

            The affairs of this Corporation shall be managed by a Board of Directors of no less than four (4) nor more than twelve (12) persons. 

 

 

ARTICLE 8

Private Property

 

            The private property of the Directors and Officers of the Corporation shall be forever exempt from the debts, obligations and liabilities of the Corporation.

 

ARTICLE 9

Membership and Capital Stock

 

            The Corporation shall have members but shall have no capital stock of any kind. The qualifications and rights of the members shall be established by the Bylaws of the Corporation.

 

ARTICLE 10

Indemnification

 

            The Corporation shall indemnify any person against expenses, including, without limitation, attorney fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a Director, Officer, employee or agent of the Corporation, or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances in which, and to the extent that, such indemnification is permitted and provided for by the laws of the State of Arizona as then in effect.

 

            The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was director of the Corporation, or was serving at the request of the Corporation as a director or officer, against any liability asserted against them and incurred by them in any such capacity or arising out of their status as such whether or not the Corporation would have had the power to indemnify them against such liability under this Article.

 

            The right to indemnification herein above provided shall not be exclusive of any rights to which any director or officer of the Corporation may otherwise be entitled by law.

 

ARTICLE 11

Limitation of Director Liability

 

            The personal liability of the directors to the Corporation for monetary damages for any action taken or any failure to take any action as a director is eliminated to the fullest extent permitted by A.R.S. Section 10-3202(B)(1), as it may hereafter be amended or renumbered, or the analogous provision of any future Arizona nonprofit corporation code.  For purposes of this provision, director shall include trustees or persons who serve on a board or council of the Corporation in an advisory capacity.

 

ARTICLE 12

Discrimination Not Permitted

 

            In rendering its functions and in fulfilling its purposes, the Corporation shall not practice or permit unlawful discrimination on the basis of sex, age, race, national origin, religion, or physical handicap or disability.

 

ARTICLE 13

Private Foundation Status

 

            If this Corporation becomes a private foundation, as defined in Section 509 of the Code, while it is a private foundation:

 

            (A)            The Corporation will distribute its income for each tax year at such time and in such manner so as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code.

 

            (B)            The Corporation will not engage in any action of self-dealing as defined in Section 4941(d) of the Code.

 

            (C)            The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Code.

 

            (D)            The Corporation will not make any investments in such manner so as to subject it to tax under Section 4944 of the Code.

 

            (E)            The Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Code.

 

ARTICLE 14

Amendments

 

            These Articles of Incorporation may be amended and the Corporation may be dissolved by the vote of a majority of the directors of the Corporation; provided, however, Article 3 and Article 4 may be amended only to the extent that changes in the applicable provisions of the federal tax codes make such changes necessary or desirable or in order for this Corporation to initially qualify or to preserve its status as an exempt organization under Section 501(c)(3) of the Code, as amended, or any corresponding provisions of any future United States Internal Revenue Law.

 

ARTICLE 15

Conflict

 

            In the case of any conflict between the terms hereof and the Bylaws, these Articles of Incorporation shall control.

 

ARTICLE 16

Fiscal Year

 

            The fiscal year of the Corporation shall end December 31st of each calendar year until or unless changed by the Board of Directors pursuant to the Bylaws.