Business Without Borders
Normal
0
false
false
false
EN-US
X-NONE
X-NONE
MicrosoftInternetExplorer4
st1\:*{behavior:url(#ieooui) }
/* Style Definitions */
table.MsoNormalTable
{mso-style-name:"Table Normal";
mso-tstyle-rowband-size:0;
mso-tstyle-colband-size:0;
mso-style-noshow:yes;
mso-style-priority:99;
mso-style-qformat:yes;
mso-style-parent:"";
mso-padding-alt:0in 5.4pt 0in 5.4pt;
mso-para-margin:0in;
mso-para-margin-bottom:.0001pt;
mso-pagination:widow-orphan;
font-size:10.0pt;
font-family:"Times New Roman","serif";}
The name of this is Business Without Borders/Affairs Sans Frontieres, Inc.
The purposes for which this are:
To establish, maintain, coordinate and/or conduct a national/international network/association of college students, faculty, and business persons so that knowledge of global issues in business, economics, business ethics, corporate social responsibility, and international social issues may be shared in the academic and practical areas of business and economics, liberal arts and sciences, and the humanities;
To create a network of collegiate organizations that develop college, corporate, and retail markets for craft items from economically underdeveloped areas where those items are produced by persons, with the intention of building the economic capacity of these persons so they may more effectively engage in their capacity for living;
To create practical experiences for students, educators, and business persons involving economic development in the developing world, inclusive of marketing products, providing business development advice in the developing world, arranging internship and exchange relationships for students, faculty, managers, executives, and interns in the United States of America and abroad;
To distribute net profits to reputable, charitable organizations who are involved in providing economic relief, economic development, scientific research or medical treatment for persons in the developing world with diseases of poverty, related illnesses, or care and support for persons affected with these diseases of poverty worldwide;
To receive funds by donation, bequest or otherwise and to hold, invest and disburse such funds;
To charge and receive compensation for services provided, all for the purpose of maintaining in a not-for-profit status; and
To qualify as an organization under Section 501(c)(3) of the IRS Code and as a public charity under Section 509(a) of the Code.
In carrying out these purposes, the Corporation shall have all powers permitted a nonprofit corporation, including the power to give, convey, grant or assign any or all of its property, outright or upon lawful terms regarding the use thereof, to Trustees of Business Without Borders, a charitable and secular nonprofit corporation, or to any other organization which promote the charitable purposes of this corporation. The corporation shall also have the power to take such further actions to aid or support Business Without Borders or such other organizations as from time to time may be determined appropriate by the corporation’s Board of Directors.
Board of Directors. The affairs of the Corporation shall be managed by a Board of Directors, which shall be referred to as the “Executive Board of Directors” and shall consist of not fewer than five (5) nor more than nine (9) Directors, who shall be referred to as “Members of the Executive Board” or “Members.” The exact number of Members shall be the number from time to time fixed by a resolution of a majority of the Executive Board of Directors. The method of election of Members shall be set forth in the Bylaws.
Officers. The Corporation shall have such officers, who shall be appointed by the Executive Board of Directors in such manner, as is set forth in the Bylaws.
Private Benefits; Political Activities. No director, officer, or other private person shall as such receive or become entitled to receive at any time any part of the net earnings or other net income of the Corporation, nor shall the same inure to the benefit of any person, except as reasonable compensation for services rendered and reimbursements for expenses incurred in conducting its affairs and carrying out its purposes. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, nor shall the corporation participate or intervene in any political campaign on behalf of any candidate for public office.
Prohibited Activities. Notwithstanding any other provision of this Certificate of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); or (ii) a corporation contributions to which are deductible under section 170(c)(2) of the Code.
Dissolution. Upon dissolution of the Corporation, after payment of all debts, no part of the remaining assets may be distributed to any directors or officers of the Corporation. Instead, said assets shall be distributed in accordance with law to Business Without Borders or any affiliated exempt nonprofit corporation, or to such other organization or organizations organized and operated exclusively for charitable, educational, secular, or scientific purposes, so long as such distributee shall at that time qualify for exemption under the provisions of section 501(c)(3) of the Code, or to the United States, a state, or a local government.
Limitation of Liability. To the fullest extent that the laws as they exist or may hereafter be amended, permit the limitation or elimination of the liability of directors and officers, no director or officer of the Corporation shall be liable to the Corporation for damages for breach of any duty owed to the Corporation. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director or officer for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.
