Certification of SEEDS as a not-for-profit corporation registered with New York State

NYS Department of State

http://www.dos.state.ny.us/

Division of Corporations

Entity Information


Selected Entity Name:

SOUTH EAST EUROPE DEVELOPMENT SOLUTIONS

Current Entity Name:

SOUTH EAST EUROPE DEVELOPMENT SOLUTIONS

Initial DOS Filing Date:

DECEMBER 08, 2005

County:

TOMPKINS

Entity Type:

DOMESTIC NOT-FOR-PROFIT CORPORATION

Current Entity Status:

ACTIVE

CERTIFICATE OF INCORPORATION OF SOUTH EAST EUROPE DEVELOPMENT SOLUTIONS

Under Section 402 of the Not-for-Profit Corporation Law

The undersigned hereby certifies:

  1. The name of the Corporation is South East Europe Development Solutions.
  2. The Corporation is a corporation as defined in subparagraph (a)(5) of section 102 of the Not-for-Profit Corporation Law. The Corporation is a type B corporation under section 201 of the Not-for-Profit Corporation Law. The Corporation is organized exclusively for charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
  3. The purpose of the Corporation shall be to serve as a humanitarian and development agency to develop, implement, and assist programs that further the preservation, reconstruction, and development of the successor states of the former Yugoslavia as stable, democratic, multi-ethnic, and economically prosperous countries and that help the people of the former Yugoslavia recover from the physical and emotional trauma of war and rebuild their lives and their communities as a basis for lasting peace, sustainable economic growth, and inclusive participatory democracy. To accomplish these purposes the Corporation shall engage in the following activities within the successor states of the former Yugoslavia :
    • Providing humanitarian assistance to people in need; for example, refugees returning to their pre-war homes, orphans, and marginalized people;
    • Providing material and consulting assistance to local level organizations to help build their capacity to provide sustainable community services to citizens;
    • Implementing programs that promote the use of information technology and modern management practices in business and public institutions;
    • Implementing programs that create a favorable business climate for the purpose of local job creation and attracting foreign investment;
    • Implementing programs that encourage citizens to participate in the improvement of their communities;
    • Implementing trust-building programs that promote harmony between people of different religions and cultures;
    • Implementing programs that further the mission of the Corporation;
    And the following activities in both the successor states of the former Yugoslavia and the United States of America :
    • Implementing programs that improve the effectiveness of international organizations within the former Yugoslavia such as hosting conferences, workshops, and discussion groups;
    • Initiating and cultivating productive relationships among community, business and government leaders from the successor states of Yugoslavia and the United States ; and
    • Implementing programs that enhance mutual understanding between the citizens of the United States and the citizens of the successor states of the former Yugoslavia and raise awareness within the United States of America about the contemporary and historical conditions of the successor states of the former Yugoslavia;
    • Implementing programs that further the mission of the Corporation
    Nothing in these purposes is intended nor shall be construed as including any purpose or activity which requires approval and consent under Section 404 of the Not-for-Profit Corporation Law or to permit the Corporation to practice any profession described in Article VIII of the Education Law.
  4. The management of the Corporation is vested in the board of directors.
  5. The office of the Corporation shall be in the County of Tompkins .
  6. The Corporation shall have no members.
  7. The names and addresses of the initial directors are:

    Antonia M. Rosenbaum,
    219 Buttermilk Lane, Ithaca, NY 14850

    Douglas C. Mitarotonda,
    832 Ella Street, Pittsburgh, Pa. 15243

    Christopher F. Bragdon,
    302 Hancock Street, Ithaca, NY 14850

  8. The Secretary of State of the State of New York is hereby designated the agent of the Corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him as agent of the Corporation is: c/o Sciarabba Walker & Co., 200 East Buffalo Street, Ithaca, NY 14850.
  9. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause.
  10. No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office. Notwithstanding any other provision, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.
  11. In every taxable year in which the corporation is a private foundation as defined in Section 509 of the Internal Revenue Code of 1945:
    1. The Corporation shall distribute such amounts for each taxable year at such time and in such manner as not to subject the Corporation to tax on undistributed income under section 4942 of the code.
    2. The Corporation shall not engage in any act or self-dealing which is subject to tax under section 4941 of the code
    3. The Corporation shall not retain any excess business holdings which are subject to tax under section 4943 of the code.
    4. The Corporation shall not make any investments in such manner as to subject the Corporation to tax under section 4944 of the code.
    5. The Corporation shall not make any taxable expenditures which are subject to tax under section 4945 of the code.
  12. The Corporation may be dissolved only upon a vote of three quarters of the board of directors. In the event of dissolution, all of the remaining assets and property of the Corporation shall after necessary expenses thereof be distributed to such organization or organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which this Corporation was formed.

    Elena Salerno Flash, Incorporator
    202 East State Street, Ste. 700
    Ithaca , New York 14850