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.