Articles of incorporation for new virginia non stock corporation

Articles of Incorporation For a New Virginia Non-stock Corporation 1.

General Provisions

1.1 The Baltic American Association is a natural person under private law to be registered as a Non-Profit organization created for the management and use of assets for purpose of attainment of its purposes under the Articles of Incorporation.

1.2 The name of the Non-Profit in Baltic American Association.

1.3 The founders of the Non-Profit are Meyer F. Marks [ U.S.] and Andrew Israelson [ Estonian ] 1.4 The seat of the Non-Profit is Arlington, Virginia with a branch office to be established in Tallinn Estonia.

1.5 The Non-Profit shall operate exclusively for educational and charitable purposes in the meaning of section 501c3 of the Internal Revenue Service. Being created for the public benefit of the Baltic Community in America. The management and use of assets for the following purposes; initiating and supporting activities aimed at encouraging and supporting more foreign born Estonian Latvian and Lithuanians in coming back to rediscover their homeland to live, study, work and invest.

1.6 The Non-Profit to be established for an unspecified term.

1.7 In order to pursue its activities stipulated in the Articles of Incorporation the Non-Profit collects, publishes, distributes educational information related to the economic progress that the Baltic States have made since regaining independence.

1.8 Prepares and commissions studies required for the attainment of its purposes and organizes meetings, educational conferences, host foreign delegations, seminars, and events for the purpose of encouraging and supporting expatriates from the Baltic States and to determine the needs and challenges of the expatriate community.

1.9 Organizes the preparation and publication of information materials, issues publications, and performs other services for and without charge.

1.10 Develop educational exchange programs and work exchange programs in the Baltic countries for the Baltic-American community in the U.S. as well as other projects related to economic development of the Baltic countries to further greater co-operation between America and the Baltic countries.

1.11 Provides support and advice to the foreign born ethnic Baltic and expatriate community returning to their ethnic homeland and other related matters of assimilation.

1.12 Assists and consults agencies associated with education, research, development, and other activities related to the foreign-born, expatriate community.

1.13 Participates in local and international cooperation programs and projects together other institutions both in America and abroad.

1.14 May engage in economic activities to the extent provided by law and 501c 3 guidelines for the I.R.S. 1.15 Organizes and carries out other activities that support the attainment of its purposes concludes transaction aimed at contributing to the attainment of the Non-Profit organization.

1.16 Distributes earmarked support and allocates grants.

1.17 General Membership class is open to dues paying members without voting rights to anyone that supports the mission of Baltic American Association.

2. Management Board / Executive Director 2.1 the Management board directs and represents the N.G.O. The Management board consists of one member for term of three years.

2.2 the Member of the Management board must be a natural person active legal capacity.

2.3 The Supervisory board shall decide on the appointment and on the removal of member of the Management board. The Co-Founders shall have veto power over Supervisory Board.

2.4 The Management board reports to the Supervisory board and present the Supervisory board a written overview of the economic activities and economic situation of the N.G.O. at least once every three months and must immediately give notice of any material deterioration of the economic conditions of the N.G.O. or any circumstances related to the economic activities of N.G.O. 2.5 Remuneration of money may be paid to the member of Management board on the basis of Management Board contract concluded with the member.

3. Supervisory Board 3.1 The Supervisory Board plans the activities of the N.G.O. organizes the management of the N.G.O. and supervises its activities.

3.2 The Supervisory board consists up to thirteen members who are appointed by the founders for a term of four years. Decisions on the changes to membership of the Supervisory Board and on the removing member of Supervisory Board are made by the Founders. Board consists of at least one member from each of the Baltic States. Determination of the numbers of members of Supervisory board should be based on purposes of the N.G.O. 4 Assets and Budgets of Non-Governmental Organization 4.1 The assets of the N.G.O consist of the money transferred by the founders and those received

from donations, annual membership dues, public grants and other income allocated to the intended purposes received from the economic activities of the N.G.O. 4.2 The assets are used for attaining the purposes of the N.G.O. under the Articles of Association. The assets are disposed of by the Management Board pursuant to the procedure and to the extent established by the Supervisory Board.

4.3 The income of the N.G.O. may be used only to attain the purposes specified in the Articles of Incorporation.

4.4 The funds transferred to the N.G.O upon its establishment my be used on behalf of N.G.O. after registration of the N.G.O. 4.5 Assets are transferred to the N.G.O. pursuant to the procedure established by the Supervisory Board. The N.G.O. may not accept assets that do not coincide with its purposes or that are in conflict with good practice.

4.6 Earmarked donations may only be used for the objective indicated by the donor.

4.7 The N.G.O. annually draws up and submits a financial plan to be published online and to its members.

5. Accounting and Auditing of Non-Governmental Organization 5.1 The financial year of the N.G.O. starts on January-1 and ends on December-31.

5.2 After the end of the financial year, the Management Board prepares the annual accounts and management report pursuant to the procedure provided by law.

5.3. The Management Board submits the reports for approval to the Supervisory Board not later than four months after the end of financial year. Before submission of the reports for approval to the Supervisory Board, the Management Board forwards the reports to the auditor for examination.

5.4 The approved annual report is signed by all members of the Management Board.

5.5 The Management Board submits approved annual report to the register within six months after the end of financial year.

5.6 The N.G.O. is required to ensure the efficient operation of its financial resources to keep operation expenses down. The Supervisory Board may at times appoint an outside auditor of the N.G.O. 5.7 The individual on whom the founders rights have been bestowed has the right to request special audit be conducted and to employ a structural unit of the agency of which they are the head for this purpose.

6 Amendment of Articles of Incorporation of Non-Governmental Organization

6.1 The exclusive rights to amend the Articles of Incorporation is vested in the founders on the basis of and pursuant to law.

6.2 The Amended of Articles of Incorporation will be effective as of the entry of the amendment in the register.

7. Grounds for Dissolution and Liquidation of Non-Governmental Organization 7.1 the N.G.O, will be dissolved by a decision of the Founders or in the cases provided by law.

The N.G.O. will be liquidated upon dissolution, unless otherwise provided by law.

7.2 The liquidators of the N.G.O. will be appointed by a decision of the Supervisory Board.

7.3 Compulsory dissolution of the N.G.O. maybe applied in cases provided by law. In the case of compulsory dissolution the liquidators will be appointed by the court.

7.4 The liquidators will terminate the operation of the N.G.O, collect debts, sells the assets, settle the claims of the creditors and the assets left after the settlement of creditors claims will be handed over to an association or legal person in public law who has been interred in the list of non-profit associations and foundations subject to the income tax incentive, which seeks to attain the same purpose.

7.5 The liquidators may only enter into transactions that are necessary for the liquidation of the N.G.O. After completion of liquidation, the liquidators will submit an application for deletion of of the N.G.O. from the non-profit and foundations register.

7.6 The liquidators will deposit the documents with a liquidator and archives.

7.7 By a decision of the founder, the N.G.O, may be merged with a another non-profit organization or divided pursuant to be procedure provided by law based on changed circumstances and considering the purposes of the N.G.O. / Organization.

Hon. Meyer Marks, U.S.A. Co-Founder Baltic American Association 7728 Woodmont Ave Bethesda Maryland, 20814

Andrew Eric Israelson, Estonian Co-Founder Baltic American Association Jakobi 25-5 Tallinn, Estonia