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ARTICLES OF INCORPORATION
OF
Romanian Telework Society
We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation, adopt the following Articles of Incorporation for such corporation pursuant to the Romanian NGO specific laws:
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The name of the corporation is Romanian Telework Society.
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The period of its duration is perpetual.
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The purpose or purposes for which the corporation is organized are as follows:
To be a non-profit corporation (without capital stock), which shall be operated exclusively for educational, charitable and scientific purposes. Such educational, charitable, and scientific purposes shall include carrying on activities:
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To facilitate and support the technical evolution of the Internet and Information Society (IS) as a research and education infrastructure, and to stimulate the involvement of the scientific community, industry, government and others in the evolution of the Internet and IS;
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To educate the scientific community, industry and the public at large concerning the technology, use and application of the Internet;
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To promote IS and educational applications of Internet technology for the benefit of government, colleges and universities, industry, and the public at large;
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To provide a forum for exploration of new Internet applications, and to stimulate collaboration among organizations in their operational use of the global Internet.
To exercise all the powers conferred upon corporations formed under the Romanian NGO specific laws in order to accomplish the corporation's educational, charitable and scientific purposes; and to take other actions necessary or convenient to effect any or all of the purposes for which the corporation is organized.
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The Society shall not issue any capital stock.
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The Society shall have classes of members, and the qualifications and rights of the members, including any right to vote, shall be as provided in the by-laws.
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The board of directors of the Society shall be known as the Board of Trustees. Except for the initial Board of Trustees, whose names are set forth in these Articles of Incorporation, the manner in which the Trustees are to be elected or appointed shall be as provided in the by- laws.
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Provisions for the regulation of the internal affairs of the Society, including provisions for the distribution of assets on dissolution or liquidation, are:
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No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, any of the Trustees or officers or members of the Society, or any other person, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting, to influence legislation. The Society shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.
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The Articles of Incorporation may be amended by the affirmative vote of at least four-fifths of the members of the Board of Trustees then in office, except that unanimous consent of the members of the Board of Trustees then in office shall be required for any amendment of this Article 7.
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Upon the liquidation, dissolution, or winding up of the Society, after all of its liabilities and obligations have been paid, satisfied and discharged, or adequate provision has been made therefore, all of the assets of the Society shall be distributed exclusively for such educational, charitable and scientific purposes as the Trustees (or such other persons as may be in charge of liquidation) shall determine, provided that such distributions shall be made to one or more organizations which qualify as exempt organizations.
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The address, including street and number, of the initial registered office of the Society is Romanian Telework Society, 22 Dumitru Ghiata Str., Drobeta Turnu Severin, Mehedinti 1500, Romania, and the name of its initial registered agent at such address is Romanian Telework Society (SRT).
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The number of Trustees constituting the initial Board of Trustees of the Society is three, and the names and addresses, including street and number, if any, of the persons who are to serve as the initial Trustees until the first annual meeting or until their successors be elected and qualify are:
Nicolae Sfetcy
MultiMedia SRL
14 Cerneti Str.
Drobeta Turnu Severin
Mehedinti 1500, RomaniaLuminita Scurei
AGIR
118 Calea Victoriei
Bucharest
Romania -
The name and address, including street and number, if any, of each incorporator is:
NAME ADDRESS
