Charter
AQUIN DEVELOPMENT FOUNDATION, INC.
CHARTER
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The undersigned, acting as the incorporators of a corporation under the New York Not-For-Profit Corporation Law, adopts the following Charter for such corporation:
PREAMBLE
We, the People of the City of Aquin, Haiti (“Aquin”) living in North America, after thoughtful consideration of the pervasive and acute needs of Aquin, have formed this organization to develop practical and implementable solutions to Aquin’s problems. The strength of a people always comes within. The need has arisen for us to reach deep into ourselves and rise up to the challenge to give back to this fragment of our Pearl its forgone luster. We have answered the Call.
MISSION
It is the mission of the Aquin Development Foundation, Inc. to bring individuals and other organized entities together to acquire resources for the development of Aquin and to promote policies and practices that will foster brotherhood, civility, civism and better understanding and protection of the environment.
ARTICLE I: NAME
The name of the corporation is Aquin Development Foundation, Inc. (hereinafter referred to as the “Corporation”).
ARTICLE II: OFFICE AND REGISTERED AGENT
The initial registered office the Corporation is located at 1432 East 89th Street, Brooklyn, New York 11236 and the name of the initial registered agent at this address is
Franklin Pierre-Louis.
The names and addresses of the incorporators of the Corporation are:
The initial principal office of the Corporation is at 1432 East 89th Street, Brooklyn, NY 11236.
ARTICLE III: MEMBER
The Corporation will have members.
ARTICLE IV: PURPOSE
The Corporation is organized exclusively for charitable and educational purposes within the meaning of Internal Revenue Code (the “Code”) Section 501(c)(3), including the receipt and acceptance of property, whether real, personal, or mixed, by gift or bequest from any person or entity; the retention, administration and investment of such property in accordance with the terms of this Charter and the Corporation’s Bylaws; and the distribution of such property for the purposes herein delineated.
The specific purposes and objectives of the Corporation shall include but are not limited to the following: to raise funds and assist financially in the building of infrastructure, including but not limited to roads, schools, health care centers, and cultural centers; to design, finance and maintain a civic education campaign to educate the inhabitants of Aquin on how to care for the environment; to provide support and assistance in the preservation and protection of the natural, cultural and scenic features of Aquin; to encourage the safe and rational exploitation of the local resources; and to promote and encourage civility and brotherhood among the inhabitants of Aquin through arts, sports and literature.
The Corporation is organized to engage in any activity, and to exercise any and all powers, enumerated in Section 202 of the New York Not-For-Profit Corporation Law (the “Act”), subject to any limitations provided under the Act or any other statute of the State of New York. Notwithstanding any other provision of this Charter, the Corporation shall not carry on any other activities not permitted to be carried on by any of the following: (a) a corporation exempt from federal income tax under Code Section 501(c)(3), or any corresponding provision of any future federal tax laws; (b) a corporation contributions to which are corresponding provisions of any future federal tax laws.
ARTICLE V: BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a Board of Directors, whose members, designated as directors, shall act as the directors of the corporation. There shall be eleven (11) directors of the Corporation, of which seven (7) shall constitute a quorum for the transaction of business, or of any specified item of business. The directors shall be elected by the members at the Annual Meeting. The members may increase or decrease the number of directors of the Corporation but the number of Corporation directors shall not be less than three (3). The Directors shall serve two-year terms. Each director shall hold office until his or her successor is elected. Directors shall be natural persons who have attained the age of eighteen (18) years, but need not be residents of the State of New York.
ARTICLE VI: VOTING
Except as otherwise provided for in the Corporate Bylaws, directors shall be elected by a plurality of the votes cast at a meeting of members by the members entitled to vote in the election. Whenever any corporate action, other than the election of directors, is to be taken by vote of the members, it shall, except as otherwise provided for in the Corporate Bylaws, be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote thereon.
ARTICLE VII: LIMITED PERSONAL LIABILITY OF DIRECTORS
No person who is or was a director of the Corporation, nor such person’s heirs, executors, administrators, or legal representatives (collectively referred to as a “director”), shall be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a director. However, this provision shall not eliminate or limit the liability of a director: (a) for any breach of a director’s duty of loyalty to the Corporation, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (c) for acts or omissions covered under Section 719 of the Act. No repeal or modification of the provisions inconsistent with the provisions of this Article, shall adversely affect any right or provision, as set forth herein, existing in favor a particular individual at the time of such repeal or modification.
ARTICLE VIII: INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
To the fullest extent permitted by the Act, as in effect on the date hereof and as hereafter amended from time to time, a director of the corporation shall not be liable to the corporation or its members for monetary damages for breach of a fiduciary duty as a director. If the Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of a corporation shall be eliminated or limited to the fullest extent permitted by the Act, as so amended from time to time, or such successor statute. Any repeal or modification of this paragraph by the members of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.
ARTICLE IX: NO PRIVATE INUREMENT
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons. However, the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to it or on its behalf, pay reimbursements for expenses incurred on its behalf, and make payments and distributions in furtherance of the purposes set forth in Article IV hereof.
ARTICLE X: NO LEGISLATIVE OR POLITICAL ACTIVITY
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in, including the publishing or distributing of statements, any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code, as amended, or corresponding provisions of any subsequent federal tax laws or ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.
ARTICLE XI: CHARTER AMENDMENTS
Provisions of this Charter may be amended, altered or repealed from time to time to the extent and in the manner prescribed by the Act, and any additional provisions so authorized may be added hereto; provided that the provisions of this Charter shall not be changed, modified, repealed or expanded in such manner as to be inconsistent with the purposes for which the Corporation is formed.
ARTICLE XII: DISTRIBUTIONS ON DISSOLUTION
Upon the dissolution of the Corporation, after paying or making provision for the payment of all liabilities of the Corporation then outstanding and unpaid, the Board of Directors of the Corporation shall distribute and deposit the assets of the Corporation directly into the account of one or more organizations that qualify as exempt organizations under Section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for exclusively public purposes.
Brooklyn, New York
Dated:
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Kenty Coulanges
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Jean-Lenz Michel
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Jean Francois Pericles
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Franklin Pierre-Louis
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Ronald Simon

