ABONGUI ABB
A Charitable Organization for Basic Education and Literacy
14096 Eagle Chase Circle, Chantilly, VA 20151 USA
Tel: 703-378-5069 – Fax: 703-378-6913 –
e-mail: AbonguiABB@Yahoo.com
Employer Identification Number (EIN): 01-0610131
ARTICLES OF INCORPORATION OF ABONGUI ABB
The undersigned incorporators, natural persons 18 years of age or older, in order to form a corporate entity under Virginia Statutes, adopt the following articles of incorporation.
ARTICLE I NAME/REGISTERED OFFICE
The name of this corporation shall be ABONGUI ABB. The corporation’s registered office is located at 3172 Ellenwood Drive, Fairfax, Virginia 22031, United States of America.
ARTICLE II PURPOSE
This corporation is organized exclusively for charitable purposes to promote basic education, adult literacy and cultural community development. More specifically, this organization will support primary and secondary education, school-based child nutrition and maternal health, access to drinking water in rural communities, and socio-cultural community development. Within its areas of interest as specified above, this corporation focuses by order of importance on the following three geographical areas: (i) the village of Abongui-Morokro (Republic of Côte d’Ivoire – Ivory Coast, West Africa) which is the Chiefdom the Abongui Tribe; (ii) the other eleven (11) villages that form together the Abongui Tribe along with Abongui-Morokro; and (iii) the County of Fairfax, Virginia (United States of America) where the corporation is located. 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, for 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 LIMITATIONS
At all times the following shall operate as conditions restricting the operations and activities of the corporation: 1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation; 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; and 3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. 4. The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members], or guarantee to any person the payment of a loan by an officer or director of this corporation.
ARTICLE IV DIRECTORS/MEMBERS
The corporation shall have no voting members except its three (3) Board members. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation^s by-laws. No Director shall have any right, title, or interest in or to any property of the corporation. The corporation^s first Board of Directors shall be comprised of the following three (3) natural persons:
1. Mr. Kouassi Soman, Director General and Chairman of the Board 14096 Eagle Chase Circle, Chantilly, VA 20151 USA
2. Ms. Mae Olinger, Director of Operations 3174 Ellenwood Drive Fairfax, VA 22031 USA
3. Mrs. Virginia Connell, Director of Finance 4416 Woods Edge Court Chantilly, VA 20151 USA
ARTICLE V DURATION
The duration of the corporate existence shall be perpetual.
ARTICLE VI SOURCES OF FINANCES
The sources of financial support of ABONGUI ABB is expected to be, without prior anticipation on any particular order by size, (1) contributions from the general public, (2) grants from private foundations, (3) other contributions and grants, (4) incidental exempt function revenue, (5) incidental unrelated income, and (6) other miscellaneous income.
ARTICLE VII DEBT OBLIGATIONS AND PERSONAL LIABILITY
No member, officer or Director 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 members, officers or Directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE VIII DISSOLUTION
Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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 a Court of Competent Jurisdiction 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.
ARTICLE IX INCORPORATOR
The incorporators of this corporation are: Kouassi Soman – 3172 Ellenwood Drive, Fairfax, VA 22031 Mae Olinger – 3174 Ellenwood Drive, Fairfax, VA 22031 The undersigned incorporators certify both that they execute these Articles for the purposes herein stated, and that by such execution, they affirm the understanding that should any of the information in these Articles be intentionally or knowingly misstated, they are subject to the criminal penalties for perjury set forth in Virginia Statutes as if this document had been executed under oath.
Signed on 6/30/02 by Kouassi SOMAN, Director General and Chair of the Board
Signed on 6/30/02 by Virginia Connell, Director of Finance
