THE INTERNATIONAL SCHOOL YANGON ASSOCIATION ARTICLES OF INCORPORATION Article I: Name of the Association... 1 Article II: Association Membership... 1 Article III: Location... 1 Article IV: Purpose... 1 Article V: Nonprofit Character... 1 Article VI: Perpetuity... 1 Article VII: Governing Body... 1 Article VIII: Meetings of the Association... 2 Article IX: Voting by Members... 2 Article X: Property and Finance... 3 Article XI: Bylaws... 3 Article XII: Amendment of Articles of Incorporation... 3 Article XIII: Indemnification... 4 Article XIV: Dissolution... 4 Article XV: Registered Agent... 4 Article XVI: Incorporator... 4
Article I: Name of the Association A. This nonprofit corporation, incorporated under Chapter 4 of Title 29 of the Code of the District of Columbia, shall be known as The International School Yangon Association (the Association ). Article II: Association Membership A. The Association will have members (the Members and each, a Member ). Membership in the Association shall be composed of parents or legal guardians of children who are registered for attendance at The International School Yangon (the School ). Membership shall cease when the parent or guardian no longer has a child registered at the School. Article III: Location A. The Association carries out its activities in Yangon, Myanmar, where the School is located, as well as other locations, including the United States, where the Association may engage in activities related to support of the School and in furtherance of the Association s mission. Article IV: Purpose A. The Association is organized exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. The Association shall operate exclusively to support the educational mission of the School, by providing the School with the resources to offer the best possible educational experience for the School s students. Article V: Nonprofit Character A. The Association shall be nonprofit, with no part of its earnings to benefit any private shareholder or individual; no part of its activities carrying on propaganda, or otherwise attempting to influence legislation; nor shall it participate in, or interfere in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office or political party. It shall, through education, disseminate learning and further cultural and international understanding, and it shall have no political or religious aims. Article VI: Perpetuity A. It is the intention of the Association that the Association continue in perpetuity as set forth herein. Article VII: Governing Body A. The Association shall be governed by a board of directors (the Board ) and one or more designated bodies, including, but not limited to the board of directors of the School (the School Board ), as set forth in the bylaws of the Association (the Bylaws ). 1
Article VIII: Meetings of the Association A. There shall be an annual general meeting of the Association (the Annual General Meeting ), held on the same date and at the same time and place as the annual general meeting of the School. This meeting shall be held for the purpose of electing individuals to various positions, the presentation of an annual report, and any other business which the Board or School Board wishes to bring before the Association, including proposed amendments to these Articles of Incorporation and the Bylaws. B. Additional special meetings of the Association (a Special Meeting ) shall be held at such time that a vote of the Association is required. The Board or School Board may call the Special Meeting, or the Board may be required to do so by written request with signatures of a minimum of twenty-five percent (25%) of the Members. In such cases, the Members requesting the Special Meeting are obligated to provide written notice to the Board of the purpose of the meeting. The Board will have one month to consider the request prior to calling the Special Meeting. Special Meetings may not be called when the School is not in session unless it is so determined by the Board that the matter requires urgent, immediate attention. C. In the case of any Special Meeting called by the Board, the purpose, agenda, and content of the meeting shall be determined by the Board. In the case of any Special Meeting called by the School Board, the purpose, agenda, and content of the meeting shall be determined by the School Board. Members wishing to bring issues before the Association which require a vote shall only have the authority to do so by calling a Special Meeting as defined in Article VIII (B) above. D. Written notice of all Association meetings, including a statement of the purpose of the meeting and other required content as defined in these Articles of Incorporation and the Bylaws, shall be sent to all Members by the Board at least two (2) weeks in advance of the date of such meeting. E. The chair of the Board shall serve as chair of all Association meetings. If the chair is unavailable, he/she will appoint another officer of the Board to serve as chair. F. The number of persons attending an Association meeting shall constitute a quorum. Article IX: Voting by Members A. At any meeting of the Association, each Member present shall be entitled to one vote. B. Advance/absentee voting by Members shall be permitted only in the case of School Board elections. Advance/absentee voting shall not be allowed in the case of any other vote put before the Association. Voting by proxy shall not be permitted. C. All decisions put to a vote at meetings of the Association shall be decided by a majority vote of those Members present and those who cast an advance/absentee vote, except as otherwise provided in these Articles of Incorporation or in the Bylaws. D. With the exception of voting for non-contested School Board elections and School Board run-off elections, all votes of the Association shall be taken by written ballot. Voting for non-contested School Board elections and School Board run-off elections may be by voice, show of hands or written ballot at the direction of the chair of the Association meeting. 2
Article X: Property and Finance The Association may use the following means to accomplish its goals: A. Collect funds, including association fees, and control their investment and expenditure for the stated purpose of the Association. B. Purchase, take on lease, exchange, hire or otherwise acquire any interest in lands, buildings, easements, privileges, concessions or movable and immovable property of any kind or tenure, necessary or convenient for carrying out the object of the Association and to construct, provide, maintain, repair and alter any buildings, works, stores, plants and things which may from time to time be deemed requisite for any purposes of the Association, and also to sell, lease, mortgage, dispose of, turn to account, or otherwise deal with the whole or any part of the property and rights of the Association. C. Receive and accept donations, endowments and gifts of money, land, buildings, stocks, funds, shares, securities and any other property of any organization and/or individual, whether incorporated or not, and provided these donations, do not carry provisions contrary to these Articles of Incorporation and the Bylaws. D. Pay wages, salaries, gratuities, and contributions toward provident funds or other sums in recognition of services. E. Devote all or a part of the income and any or all of the principal of any property and/or asset, to the furtherance and support of projects which support and are consistent with the F. Enter into contracts, guarantees, and/or pledges which support and are consistent with the G. Be a promoter, partner, member, shareholder, associate, and/or manager of any partnership, joint venture, company, trust, or other entity which supports and is consistent with the H. No part of the net earnings of the Association shall inure to the benefit of any individual or Member except as reasonable compensation for services actually rendered to the Association. I. Perform any other action allowed pursuant to these Articles of Incorporation or the Bylaws and permitted under the law. Article XI: Bylaws A. The terms, rules and authority of the Board and all designated bodies shall be set forth in the Bylaws. Article XII: Amendment of Articles of Incorporation A. These Articles of Incorporation may be amended at the Annual General Meeting or at any Special Meeting called for that purpose, by two-thirds (2/3) vote of Members present except that Article V (Nonprofit Character) and Article XIV (Dissolution) shall not be amended in such manner as to impair or alter the nonprofit nature of the Association. 3
B. Written notice, including text of the proposed amendment(s) shall be sent to all Members by the Board at least two weeks in advance of the date of such meeting. Article XIII: Indemnification A. The Association shall indemnify its current and former (i) Board directors, (ii) designated body members (including School Board members), (iii) employees, and (iv) agents to the fullest extent permitted by law, in connection with, related to, or incidental to their service to the Association and/or School. Article XIV: Dissolution A. This Association may be dissolved and its activities terminated by a vote of three-fourths (3/4) of all Members present at the Annual General Meeting or at any Special Meeting called for that purpose. B. Written notice of such proposed dissolution shall have been given to the Members by the Board at least two weeks in advance of the date of such meeting. C. In the event of termination and dissolution, the assets shall be distributed 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) as decreed by the Board, provided that none of the assets of the Association shall be distributed to or made available in any way to any individual or corporation, except to a corporation or other organization itself organized and operated exclusively for educational purposes; no part of the net earnings of which inures to the benefit of any private shareholder or individual; no part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation; and which does not participate in or interfere in (including the publishing or distribution of statements) the political campaign on behalf of any candidate for public office or any political party. Article XV: Registered Agent A. Business Filings Incorporated, at 1015 15th St, NW, Suite 1000, Washington, DC 20005, shall serve as the Association s commercial registered agent in the District of Columbia. Article XVI: Incorporator A. The following person is the incorporator of the Association: Name Street Address Signature Date Perry Teicher 51 W. 52nd St. New York, NY 10019 /s/perry Teicher 4