Articles of Organization
Note: the Articles reflect the founding conditions of the Society and the Directors and addresses listed here are not current.
Article I.
The name by which the Corporation shall be known is: Central Eurasian Studies Society, Inc. (the “Corporation”).
Article II.
The purpose of the Corporation is to engage in the following activities:
A. To engage in activities to facilitate communication and interaction among scholars of the Central Eurasia region through meetings and conferences, as well as through print and electronic publications.
B. To promote high standards of scholarship and instruction about the Central Eurasia region.
C. To promote cooperation among persons and organizations concerned with the scholarly study of Central Eurasia.
D. To promote general knowledge of and public interest in Central Eurasia.
E. To carry on any other lawful charitable, civic, and educational activities consistent with the requirements and constraints of Section 501(c)(3) of the Internal Revenue Code (the “Code”).
Article III.
The designation of classes of membership, the manner of election or appointment, the duration of membership, and the qualification and rights, including voting rights, of the members of each class shall be set forth in the Bylaws.
Article IV.
Other lawful provisions for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or members, or of any class of members, are as follows:
A. Except as otherwise provided in the Bylaws, by the Board of Directors, and by the laws of the Commonwealth of Massachusetts meetings of the Corporation may be held outside the Commonwealth of Massachusetts.
B. The directors of the Corporation may make, amend or repeal the Bylaws of the Corporation in whole or in part, except with respect to any provision thereof which by law, these Articles or the Bylaws of the Corporation requires action by the members.
C. The officers and directors of the Corporation shall not be personally liable to the Corporation or to its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability, provided, however, that this provision does not eliminate or limit the liability of an officer or director:
(i) for any breach of the officer’s or director’s duty of loyalty to the Corporation or its members,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or
(iii) for any transaction from which the officer or director derived an improper personal benefit.
D. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code.
E. No part of the assets or net earnings of the Corporation shall be divided among or inure to the benefit of any officer, director, member, or private individual, and no person shall receive or be entitled to receive any pecuniary profit of any kind therefrom except as reasonable compensation for services rendered, reimbursement for expenses incurred on behalf of the Corporation, or for the making of distributions to exempt organizations in furtherance of the purposes of the Corporation as set forth in these Articles.
F. 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 distribution of statements) any political campaign on behalf of any candidate for public office. The Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its purposes.
H. Upon dissolution of the Corporation, after payment of all of the liabilities of the Corporation or due provision therefor, the directors or officers having the powers of directors shall distribute all remaining assets of the Corporation exclusively in accordance with the educational and charitable purposes of the Corporation, in such manner or to such organization or organizations as qualify at the time under Section 501(c)(3) of the Code, as said directors or officers shall determine. Any assets not so disposed of shall be disposed of by the appropriate Massachusetts court having jurisdiction exclusively for such purposes stated above, or to such organization or organizations qualifying as stated above, or for such other purposes as qualify under Section 501(c)(3) of the Code, as said court shall determine.
I. The Bylaws of the Corporation may establish terms of office of more than one year for certain Directors and Officers of the Corporation elected by the members.
Article V.
Bylaws of the Corporation have been duly adopted.
Article VI.
The effective date of organization of the Corporation shall be the date of filing with the Secretary of the Commonwealth.
Article VII.
The information contained in Article VII is not a permanent part of the Articles of Organization.
a. The principal office of the Corporation in Massachusetts is: c/o Harvard Forum for Central Asian Studies, 1737 Cambridge St., Cambridge, MA 02138
b. The name, residential address and post office address of each director and officer of the Corporation is as follows:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President/Treasurer/Clerk: John Schoeberlein
Directors: Marianne Kamp, John Schoeberlein, Brenda Shaffer, Uli Schamiloglu.
c. The fiscal year of the Corporation shall end on the last day of the month of December.
I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not been similarly convicted.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address(es) are clearly typed or printed beneath each signature, do hereby associate with the intention of forming this Corporation under the provisions of General Laws, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this _______ day of ________________________ , 2001,
[Signed]
