ARTICLES OF INCORPORATION
OF

THE VIETNAMESE ASSOCIATION

FOR

COMPUTING, ENGINEERING TECHNOLOGY AND SCIENCES

(NONPROFIT ORGANIZATION)

The following articles of incorporation of the Vietnamese Association for Computing, Engineering Technology and Science, a Virginia nonprofit corporation are adopted.

OUTLINE

ARTICLE I
NAME, DURATION AND CLASSIFICATION

The name of this corporation is the Vietnamese Association for Computing, Engineering Technology and Science and its duration shall be perpetual. This corporation is a mutual benefit corporation.

ARTICLE II
PURPOSE

This corporation will operate worldwide. The corporation's purposes are to foster scientific researches with the following purposes

  1. aiding in the scientific education of Vietnamese college and university students in all countries of the world,
  2. generating and obtaining scientific information that is published by its members in the forums of the corporation that will be of use to Vietnamese professionals,
  3. becoming good citizens of the member's community.

ARTICLE III
MEMBERS

The corporation shall have members as set forth in the bylaws of the corporation.

ARTICLE IV
DIRECTORS

The corporation shall be governed by an Executive Committee. The number and manner of election of the members of the Executive Committee, who will act as the directors of the corporation, shall be as set forth in the bylaws.

ARTICLE V
DISSOLUTION

No part of the net earnings of the corporation shall inure to the benefit of any private individual, but the corporation shall be empowered and authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. In the event of dissolution of the corporation, any of its assets not required by law or by conditions imposed by the donor to be otherwise applied or distributed shall be distributed as Executive Committee may direct to one of more organizations organized and operated exclusively for the purposes described in Sections 501 (c) (1), (c) (3), (c) (4) or (c) (6) of the Internal Revenue Code of 1986 or their successors.

ARTICLE VI
PRINCIPAL OFFICE, INCORPORATOR AND REGISTERED AGENT

The principal address is

VACETS
P.O. Box 4168
McLean, VA 22103-4168

The incorporator and initial registered agent is _________,
VACETS, P.O. Box 4168, McLean VA 22103-4168.

ARTICLE VII
LIMITATION OF LIABILITY

No director or uncompensated officer shall be liable to the corporation or its members for monetary damages for conduct as a director or officer, provided that this provision shall not limit the liability of a director or officer for any of the following:

  1. Any act or omission occurring prior to the date when this Article becomes effective;
  2. Any breach of the director's or officer's duty of loyalty to the corporation or its members;
  3. Any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law;
  4. Any unlawful distribution;
  5. Any transaction from which the director or officer derived an improper personal benefit; or
  6. Any act or omission in violation of the director conflict of interest provision in the prohibition on loans and guarantees or the prohibitions against unlawful distributions.

ARTICLE VIII
INDEMNIFICATION

The corporation shall indemnify to the fullest extent not prohibited by law any person who is made, or threatened to be made, a party to an action suit or proceeding, whether civil, criminal, administrative, investigative or other (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that such person is or was a director or officer of the corporation or serves or served at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. The corporation shall pay for or reimburse the reasonable expenses incurred by any such person in any such proceeding in advance of the final disposition of the proceeding if the person sets forth in writing:

  1. the person's good faith belief that the person is entitled to indemnification under this Article and
  2. the person's agreement to repay all advances if it is ultimately determined that the person is not entitled to indemnification under this Article. No amendment to these Articles that limits the corporation's obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. This Article shall not be deemed exclusive of any other provisions for indemnification or advancement of expenses of directors or officers that may be included in any statute, bylaw, agreement, general or specific action of the Board of Directors, vote of members or other document or arrangement.

EXECUTION BY INCORPORATOR

__________________________
(signed) - Incorporator
Date:

EXECUTION BY DIRECTORS
We, the undersigned, consent to the appointment to serve as Directors of the Vietnamese Association for Computing, Engineering Technology and Science , in accordance with the foregoing Articles of Incorporation.
______________________________
(signed)
Date:
Address:

______________________________
(signed)
Date:
Address:

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Copyright © 1995, VACETS