DRAFT CONSTITUTION
OF
ETHIOPIAN DISTANCE LEARNING ASSOCIATION

ARTICLE I
Name

The name of the organization shall be "The Ethiopian Distance Learning Association" (EDLA)

ARTICLE II
PURPOSE

It is the purpose of this association to facilitate and promote education for every Ethiopian and others interested in matters pertaining to the proliferation of education of all academic disciplines regardless of race, gender or creed.

ARTICLE III
MEMBERSHIP

There shall be two classes of individual membership, regular and honorary, and one class of institutional membership.

REGULAR MEMBERS: Membership in The Ethiopian Distance Learning Association shall be open to any individual with approval of the Board of Directors.

HONORARY MEMBERSHIP: On the recommendation of affiliates or individual members, the Board of Directors may designate noted individuals with potential for or exceptional contribution in advancement of education in and about Ethiopia, as Honorary members with all rights and privileges of membership, subject to a two-thirds majority vote of all.

INSTITUTIONAL MEMBERS: Institutional entities and corporations with a bona-fide interest and concern for the advancement of education in and about Ethiopia may become members with the approval of the Board of Directors. Institutional or corporate members will receive all materials and invitations to meetings and will have all rights and privileges of individual members except those of voting and holding office.

ARTICLE VII:
SECTION: 1

Tax-exempt Status. The Ethiopian Distance Learning Association is a non-stock and non-profit corporation. No part of the net earnings of the corporation shall inure to the benefit of any private individual except that reasonable compensation may be paid for services rendered to or for the corporation in connection with one or more of its purposes. No director, officer, or employee of the Corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. The Corporation shall not participate in or intervene in any political campaign for or against any candidate for public office in or out of Ethiopia or The United States of America. Notwithstanding any other provisions of these Articles, the Corporation shall not conduct or carry on any activities prohibited for an organization exempt under Section 501( C) (3) of the Internal Revenue Code and its regulation as they now exist or as they may be amended.

AMENDMENTS AND DISSOLUTION

SECTION 1: Amendments of Articles of Incorporation.

The articles of incorporation may be amended at any meeting of The EDLA upon any proposed amendment receiving the affirmative vote of two-thirds of all members voting, provided that the proposed amendment shall have been stated in the call for the meeting at which the motion for amendment is to be made. In the event that a proposed amendment fails to receive such affirmative vote, but receives the affirmative vote of half of the voting members present at the meeting, it shall be submitted to all the voting members of The EDLA in a letter ballot. The amendment shall become effective on receiving the affirmative vote of two-thirds of all members voting.

SECTION 2: No amendment shall be made that is not in conformity with the articles of incorporation of EDLA its purpose and its mission.

SECTION 3: Dissolution. In the event of dissolution or termination of a Corporation ,The EDLA shall, after the payment of all the liabilities of the Corporation, disposes of all of the assets of the corporation exclusively for the objectives of the corporation, in such a manner, or to such organization or organizations organized exclusively for the facilitation and advancement of high quality education in and/or about Ethiopia, as shall at the time qualify as an exempt organization or organizations under Section 501( C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the EDLA shall determine. Any of such assets not so disposed of shall be disposed of by the Court of proper jurisdiction, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.


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