BE EDUCATED MOVEMENT INC.
(A Delaware Nonprofit Corporation Tax Exempted under IRS section 501(c)(3))
STATE of DELAWARE
File Number: 3920346
Formation Date: 2/2/2005
1. CERTIFICATE OF INCORPORATION
STATE of DELAWARE
A NON-STOCK CORPORATION
First: The name of the Corporation is BE EDUCATED MOVEMENT INC.
Second: Its Registered Office in the State of Delaware is to be located at 12 PORCHER ST, in the City of DOVER County of KENT COUNTY Zip Code 19901. The name of the registered agent is SANJAY KUMAR.
Third: This Corporation is organized exclusively for charitable purposes to promote the awareness of the education, literacy, science and health in India and other under developed or developing countries. This corporation shall be a nonprofit corporation and is organized exclusively for charitable purpose within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law. Notwithstanding any other provision of these articles, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
Fourth: Any contribution received by the corporation will be funded to run and manage the projects that are sponsored by the corporation. No part of the net income or asset will be benefited or distributed to any director, officer, employee or individuals associated with director, officer, employee of Corporation. Upon the dissolution of the Corporation, 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 so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation 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.
Fifth: The Corporation shall not have any capital stock.
Sixth: The membership shall be open to all interested individuals or organizations subject to the approval of Board of Directors.
Seventh: The name and mailing address of the incorporator is as follows:
Name: SANJAY KUMAR Address: 12 PORCHER ST, DOVER, DE-19901
Eighth: All the internal affairs shall be regulated by the Board of Directors as described in the bylaws. The number of founding directors forming this corporation shall be three. The number of directors could be decreased or increased pursuant to the bylaws. The founding directors of the corporation are as follows:
#1 Sanjay Kumar
12 Porcher St
Dover, DE 19901 (USA)
#2 Ashok Kumar
2013 Ione Lane
Aurora, IL 60504 (USA)
#3 Mahendra Kumar
1300 S Farmview Dr
Dover, DE 19904 (USA)
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 2nd day of February, A.D. 2005.
NAME & PURPOSE
Section 1.01 Name
The name of the corporation is BE EDUCATED MOVEMENT, INC.
Section 1.02 Purpose
This corporation has been formed and organized, exclusively for charitable purposes, essentially to promote the awareness of the education, literacy, science and health in India and other developing countries. Our aim is to spread the education among the needy, take them a step ahead towards success, while keeping the project cost at minimum possible level so that the project can benefit maximum number of people.
Section 2.01 Principal Office.
The principal office of the corporation for the transaction of its business shall be fixed and located at a place, which the Board of Directors (the “Board”) of this corporation shall determine. The Board is granted full power and authority to change the location of the principal office. The Board approves “12 PORCHER ST DOVER DE 19901” as it’s principal Office.
Section 2.02 Registered Office.
The corporation shall have and continuously maintain a registered office in Delaware. The Board may change the address of the registered office from time to time, if required.
Section 2.03 Other Offices.
The corporation may also have several offices at other places, within or outside the State of Delaware where it is qualified to do business, as its business may require and as the Board may designate from time to time.
Section 3.01 Membership.
There shall be two classes of membership in the Corporation, “Individual Support” and “Individual Active”.
Section 3.01.01 Individual Support Member:
Any individual irrespective of their race, sex, religion, or nationality could be the member of the corporation. There is no need to have prior board approval for this type of membership, though Board reserve the right to deny/revoke membership at any time. The directory of members shall be updated periodically. All individual Support members are required to contribute an aforesaid amount (whatever they have pledged) as donation every month to the corporation. Support members shall not necessarily be obligated to do volunteer work assigned by the corporation. The Support member shall be eligible to become an active member any time if he or she wishes to do any kind of volunteer work or service for the corporation. Approval from “The Board” is however required. Support members shall have all the same rights as active members have except they cannot run for corporation’s election to become a member of The Board.
Section 3.01.02 Individual Active Members:
All Individual Support Members are eligible to become an Active Member, if he or she is willing to serve for corporation. Prior board approval is required for this type of membership. The directory of Active members shall be updated periodically. Active members shall have all the same rights as Support members plus they shall also qualify to run in corporation’s election for the members of the Board. Active membership could be revoked if board finds no volunteer contribution from that member, but they can still continue their membership as Individual Support member. Active membership could be reconsidered when the person re-involves himself or herself with volunteering activities of corporation.
Section 3.01.03 Organization members:
Board has not yet determined the provision of Organization members.
Section 3.03 Voting Rights.
All Individual Members (Support & Active) shall be entitled to one vote on each matter submitted to a vote of the Members.
Section 3.04 Transfer of Membership.
No member may transfer a membership or any right arising from it.
Section 3.05 Termination and Resignation of Membership.
The Board may terminate the membership of a member with or without pronouncing the cause at any time it deems it necessary. A member may resign any time by giving written notice to the Board or to the President or Secretary of the corporation. Any such resignation shall take effect on the date, which shall be determine by the President or by Vice President in the absence of President. The above provisions of this Section shall be superseded by any conflicting terms of a contract, which has been approved or ratified by The Board relating to the employment of any officer of the corporation.
Section 3.06 Place of Meeting.
Meetings of Members shall be held at any place within or outside the State of Delaware designated by The Board or The Chairperson. In the absence of any such designation, meetings shall be held at the principal office of the corporation.
Section 3.07 Annual Meetings.
The annual meeting of the Members shall be held each year on a date and at a time designated by The Board. Subject to the provisions of the Certificate of Incorporation, at the annual meeting of Members, the Members shall vote to elect Directors of the Corporation once in every two years or to approve the incumbent directors for the next term and shall consider any other action requiring the vote of the Members of the corporation.
Section 3.08 Special Meetings.
Special meetings of Members may be called at any time by The Board, the Chairperson of the Board, the President, or by one or more Members holding not less than one-fourth of the voting power of the corporation. Upon request in writing to the Chairperson of the Board, the President, or Vice President or the Secretary by any person (other than the Board) entitled to call a special meeting of Members, the officer forthwith shall cause notice to be given to the Members entitled to vote that a meeting will be held at a time fixed by the Board, not less than ten (10) or more than sixty (60) days before the date of the meeting.
Section 3.09 Notice of Annual or Special Meeting.
Written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at such meeting. Such notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Section 3.10 Quorum.
One-third of the voting power, represented in person or by proxy, shall constitute a quorum at any meeting of the Members. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the Members, unless the vote of a greater number is required by law, by the corporation’s Certificate of Incorporation, or by these Bylaws.
Section 3.11 Adjourned Meetings and Notice Thereof.
(a) Any Members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but in the absence of a quorum no other business may be transacted at such meeting.
(b) It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, when any the Members’ meeting is adjourned for more than thirty (30) days notice of the adjourned meeting shall be given as in the case of the meeting as originally called, whether annual or special.
Section 3.12 Action Without Meeting.
Subject to Section 228(b) of the General Corporation Law of the State of Delaware, any action required by the General Corporation Law of the State of Delaware, to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth action so taken, shall be signed by the Members having not less than a minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members having a right to vote thereon were present and voted and shall be delivered to the corporation by delivery to the corporation’s registered office in the State of Delaware, the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of Members are recorded.
Section 3.13 Proxies.
Every Member entitled to vote has the right to do so either in person or by one person authorized by a written proxy executed by such Member and filed with the Secretary. No proxy shall be voted on after three (3) years from its date, unless the proxy provides for a larger period.
Section 3.14 Conduct of Meeting.
The Chairperson of the Board shall preside as Chairperson at all meetings of the Members. The Chairperson shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. The Chairperson shall have all of the powers usually vested in the Chairperson of a meeting of Members. Without limiting the generality of the foregoing, the Chairperson’s rulings on procedural matters shall be conclusive and binding on all Members, unless at the time of a ruling a request for a vote is made to the Members entitled to vote and which are represented in person or by proxy at the meeting, in which case the decision of a majority of such Members shall be conclusive and binding on all Members.
BOARD OF DIRECTORS
Section 4.01 Number of Directors.
The Board shall consist of not less than three (3) Directors nor more than ten (10) Directors until changed by amendment to these Bylaws. The exact number of Directors shall be fixed, within the limits specified, by a resolution duly adopted by the Members. Upon adoption of these Bylaws, the Board shall consist of five (5) Directors who shall hold office until their successors are chosen and qualified.
Section 4.02 Nominations and Elections.
(a) Nominating Committee. Pursuant to Section 4.16 of these Bylaws, the Board shall appoint a committee to select qualified candidates for election to the Board at least sixty (60) days before the date of any election of Directors. The nominating committee shall make its report to the Board at least thirty (30) days before the date of the Election, and the secretary shall forward to each voting Member, with the notice of meeting required by Section 3.09, a list of candidates nominated, by office.
(b) Nomination by Members. Any Individual Active Member (Including existing Board Member and Officers) may nominate for election to the Board of Directors any person qualified to serve as a director by presenting a nominating petition to the Nominating Committee at least fifty (50) days before the date of any election of Directors. The secretary shall then include the names of such persons so nominated in the list of candidates sent each voting Member under subsection (a) of this section.
Elections. Subject to the provisions of the Certificate of Incorporation, candidates receiving the highest number of votes shall be elected as directors.
(d) Election of directors will be held once in a two years before the corporation’s fiscal year ends.
Section 4.03 Quorum and Voting.
A majority of the Directors then in office shall constitute a quorum for the transaction of business of the Board, except to adjourn as provided in Section 4.12. Every act or decision made by a majority of Directors present at a meeting duly held at which a majority is present, shall be an act of the Board, unless a greater number is required by law, the corporation’s Certificate of Incorporation, or by these Bylaws.
Section 4.04 Powers of Directors.
Subject to the provisions of the Certificate of Incorporation, other sections of these Bylaws and the General Corporation Law of the State of Delaware, the activities and affairs of the corporation shall be conducted and all corporate powers of this corporation shall be exercised by or under the direction of the Board. The Board may delegate the management of the activities of the corporation to any person or persons, or management committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without limiting the general powers, the Board shall have the following powers in addition to other powers enumerated in these Bylaws:
(a) To select and remove all the other officers, agents, and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, the Certificate of Incorporation or these Bylaws, fix their compensation, and require from them security for faithful service.
(b) To conduct, manage, and control the affairs and activities of the corporation, and to make rules and regulations not inconsistent with law, the Certificate of Incorporation, or these Bylaws.
(c) To borrow money and incur indebtedness for the purpose of the corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debt and securities.
(d) To adopt, make, and use a corporate seal and to alter the form of such seal from time to time.
(e) Approving and creating the Executive Committee to managing activities, projects and usage of the funds with assurance of projects and activities are being executed with corporation standards.
Section 4.05 Term of Office:
The term of directors will be good for two years or until their respective successors shall be elected.
Section 4.06 Vacancies.
(a) A vacancy or vacancies in the Board shall be filled by the Board. A successor Director so selected shall serve for the un-expired term of the predecessor and until a successor has been elected or appointed and qualified. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, incapacity or removal of any Director or if the authorized number of Directors is increased. Any Director may resign at any time upon giving written notice to the corporation. If the resignation is effective at a future time, a successor may be elected or appointed before such time, to take office when the resignation becomes effective.
(b) The Board may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, convicted of a felony, or found by a final order or judgment of any court to breach any material duty arising under the General Corporation Law of the State of Delaware. Any reduction of the number of Directors authorized in these Bylaws shall not have the effect of removing any Director prior to the expiration of the Director’s term of office.
Section 4.07 Place of Meetings.
Regular and special meetings of the Board may be held either at a place designated by the Board for such meetings or at the principal office of the Corporation.
Section 4.08 Annual Meetings.
The Board shall hold an annual meeting for the purposes of organization, election of officers and the transaction of other business.
Section 4.09 Regular Meetings.
Other regular meetings of the Board shall be held without call or notice at such time as shall from time to time be fixed by the Board. The Board of Directors will have a Directors meeting at least once every two months. The quorum shall be presence of at least 3 directors. Board to make decisions and take-up responsibilities in different areas, and to determine the usage of the funds, Approving & reviewing the memberships or, the projects. All decisions of the Board of Directors should be made by an absolute majority of the Directors present.
Section 4.10 Special Meetings.
Special meetings of the Board for any purpose or purposes may be called at any time by any three(3) Board of Directors. All three directors have to notify the Chairperson and Chairperson shall ask the secretary to make arrangement for the meeting.
Section 4.11 Waiver of Notice.
Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to the holding of the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Director. However called and noticed and whenever held, any meeting of the Board shall be as valid as though transacted at a meeting held after regular call and notice, if a quorum is present and if either before or after the meeting each of the Directors not present signs a written waiver of notice or a consent to hold the meeting or an approval of the minutes. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 4.12 Adjournment.
The Directors present, whether or not a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place is fixed at the meeting adjourned, unless the meeting is adjourned for more than 24 hours, in which event notice of the adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment.
Section 4.13 Meetings by Conference Telephone.
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting through telephonic means constitutes presence in person at such meeting.
Section 4.14 Action Without Meeting.
Any action required or permitted be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Email shall be considered as written consent.
Section 4.15 Rights of Inspection.
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.
Section 4.16 Committees.
(a) The Board may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.
(b) Any such committee, to the extent provided in the resolution of the Board, or in these Bylaws, shall have and may exercise all of the powers stated by the board of director.
Section 4.18 Executive Committee
Subject to the provisions of Section 4.16, an Executive Committee will be established which shall consist of the President, Vice President and other Board of director/s appointed by the Board. The Chairperson may annually appoint additional members of the Executive Committee, which may include the Chairs of Standing Committees or other individuals as the Chairperson may from time to time appoint, not to exceed three (3) members. The Executive Committee, except when the Board is in session, and except as its powers may be otherwise limited by the Board, shall have and may exercise the powers of the Board in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. The Executive Committee shall also have the power of general supervision, management, and control of the business of the corporation and over its several officers. A majority of all the members of the Executive Committee may determine its rules of procedure unless the Board shall otherwise provide. At each meeting of the Board of Directors, the Executive Committee shall report to the full Board all of its actions taken since the prior Board of Directors meeting.
Executive committee may appoint Country Coordinator, Finance head, and Audit and review committee to operate the country office. Further, Executive committee may appoint several Committees or Management Entities as needed for the specific program/project.
Any action, which under the provisions of the law may be taken at a meeting of the Executive Committee, may be taken without a meeting if authorized by a writing signed by all members of the Executive Committee who would be entitled to vote at a meeting for such purpose and filed with the Secretary of the corporation.
Section 4.20 Audit & Finance Committee
Subject to the provisions of Section 4.16, an Audit & Finance Committee will be established which shall consist of such numbers of directors as may be determined by the Board. Appointments of directors to the Audit & Finance Committee shall be made by the Chairperson and approved by a majority vote of the directors then in office.
The Audit & Finance Committee shall review or cause to be reviewed the corporation’s annual, or more frequent statements of assets, receipts and disbursements or income and principal, and such reports and data as may be furnished to the Board pursuant to the Board’s request. The Committee will review the annual operating budget of the corporation, analyze budget projection assumptions, monitor operating and capital expenditures of the corporation, and evaluate and recommend to the Board investment vehicles for the corporation’s financial reserves, if any.
Section 4.21 Compensation
All other Board Members shall serve without compensation for their services. , However, Board members may be reimbursed for the expenses incurred in carrying out their duties on behalf of corporation.
Section 4.22 NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 5.01 Officers.
The officers of this corporation shall be a Chairperson of the Board, a President, a Vice President a Secretary and a Treasurer. The same person may hold any number of offices, except that neither the Secretary nor the Treasurer may serve concurrently as the Chairperson of the Board or as the President.
Section 5.02 Election.
Officers shall be chosen among and by the new board of directors. All existing officer shall serve at the pleasure of the Board, and shall hold their offices until their respective successors shall be elected.
Section 5.03 Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled by a majority vote of the Board of Directors from a slate of nominees presented by the Nominating Committee.
Section 5.04 Chairperson of the Board.
The Chairperson of the Board shall, if present, preside at all meetings of the Board and of the Executive Committee, if any. The Chairperson of the Board shall be an ex officio member of all committees of the Board. The Chairperson of the Board shall propose nominees for appointment to committees of the Board. The Chairperson of the Board shall exercise and perform such other powers and duties as may be from time to time assigned by the Board or prescribed by these Bylaws, but shall not perform such duties as are reserved for officers of the corporation.
Section 5.05 President.
The President is the Chief Executive Officer of the corporation and has, subject to the control of the Board, general supervision, direction and control of the business and officers of the corporation. The President has the general powers and duties of management usually vested in the office of President and general manager of a corporation and such other powers and duties as may be prescribed by the Board.
Section 5.06 Vice President.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board.
Section 5.07 Secretary.
The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a full and complete record of all meetings of the Board and its committees. The Secretary shall keep or cause to be kept at the principal office the original or a copy of the corporation’s Certificate of Incorporation and Bylaws, as amended to date. The Secretary shall keep the seal of the corporation in safe custody and affix it to such papers and instruments as may be required in the regular course of business. The Secretary shall give, or cause to be given, notice of all meetings of the Board and its committees required by these Bylaws or by law to be given. The Secretary shall supervise the keeping of the records of the corporation and shall have such other powers and perform such other duties as may be prescribed by the Board.
Section 5.08 Treasurer.
The Treasurer shall receive and safely keep, or cause to be received and safely kept, all funds of the corporation and deposit them in the bank or banks that may be designated by the Board. Those funds shall be paid out only on checks of the corporation and signed by such officer or officers or such other person or persons as the Board may from time to time designate. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.
CORPORATE PROFITS AND ASSETS
SECTION 1.0 OWNERSHIP OF PROJECT:
Any project launched by the corporation at any place shall be considered the asset of the corporation, thought the project was partially or completely be sponsor by an individual/s. The corporation shall be the owner of the project.
SECTION 2.0 CORPORATE PROFITS AND ASSETS
No member, director, officer, employee, or other person associated with this corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.
SECTION 1. FISCAL YEAR OF THE CORPORATION
The fiscal year of the corporation shall begin on the 1st of January and end on the 31st of December in each year.
Any individual members can propose amendments to these “By-Laws or Article of Incorporation” but it has to be passed through the Board of Directors with two-third majority of total number of directors of the corporation.
CERTIFICATE OF SECRETARY
As the Secretary of “Be Educated Movement Inc.” (the “Corporation”), I certify that the attached document entitled “BYLAWS OF BE EDUCATED MOVEMENT INC.” was duly adopted as the bylaws of the Corporation by the Board of Directors prior to the admission of any voting members as of the Twenty Sixth day of February, 2005, and that such bylaws have not been amended or repealed since then.