Bylaws
ARTICLES OF NORTHWEST A&F UNIVERSITY
EDUCATION FOUNDATION（USA）
The undersigned, being over eighteen years of age, does hereby make and acknowledge these articles of incorporation for the purpose of forming a nonprofit corporation under the Nonprofit Corporate Act, Chapter 55A of the General Statute of North Carolina.
Article I.
The name of the nonprofit corporation shall be Northwest A&F University Education Foundation（USA).
Article II.
The duration of the Northwest A&F University Education Foundation（USA）shall be perpetual.
Article III.
The foundation is organized exclusively for charitable, education, scientific research and academic exchanges purposes within the meaning of sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or the corresponding provisions of the future United States Internal Revenue laws(the “Code”),including:
Its mission and purpose are to strengthen ties between Northwest A&F University(“NAF”) alumni and all sectors of society, raise funds from the social philanthropist, friendly personnel from all sectors of society and alumni to advance the personnel training, scientific research and charity career development in the United States and China, and improve educational exchange, communicate and cooperation between the Northwest A&F University and all sectors of society of the United States .
The foundation shall not discriminate on the basis of race, color, religion, sex, age, or national or ethnic origin in the administration of its activities.
Article IV.
Northwest A&F University Education Foundation（USA）set up board of directors.It is composed of directors, and directors are made up of all kinds of different members. Exercises the authority of directors shall be within the meanings of the articles of the foundation.
Article V.
The Board of Directors is made up of seven people, the powers of the Foundation shall be exercised by the board of directors. The electoral procedure of the board of directors shall be explicit, and the changes in the number of directors in the board election process shall be explicit in the electoral procedure.
Article VI.
No part of earnings of the Foundation shall insure to the benefit of any directors or officers of the foundation or any person except that reasonable compensation may be paid for services rendered to or for the foundation and payments may be made in furtherance of the purposes set forth in Article III, and no directors, officers of the foundation, or any private person shall be entitled to share in the distribution of any of the corporate assets on dissolution of the foundation. No substantial part of the activities of the foundation shall be the dissemination of propaganda ,or otherwise attempting to influence legislation ,and the corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the foundation shall not conduct any activities not permitted to bee conducted by an organization exempt under section 501 (c)(3)of the Code and its related treasury Regulations, as they now exist or as they may hereafter be amended. Under the Section 170(c)(2) of the Internal Revenue Code and others tax exemption regulations, as they now exit or may hereafter be amended, the Foundation could have a tax-exempt qualification.
Article VII.
Upon the dissolution of the Foundation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes under section 501 of the Code, or to federal state, or local governments to be used exclusively for public purposes, as the Board of Directors shall determine. Any such assets not so disposed shall be disposed of by the Clerk of Superior Court of Mecklenburg County, North Carolina to such organization or organizations as the Clerk of Superior Court of Mecklenburg shall determine which are organized and operated exclusively for such purposes and at the time quality and exempt organizations under section 501 of the Code, or to federal, state, or local governments to be used exclusively for public purposes.
Article VIII.
No substantial part of the activities of the corporation shall be the carrying on of propaganda ,or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements)any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles ,this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
Article IX.
Under the Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code and others tax exemption regulations, as they now exit or may hereafter be amended, the Foundation could be a nonprofit organization which has a tax-exempt qualification if its articles could obey and operates like such laws.
Article X.
The address of the initial registered office of the foundation is : Jianming Li, 2101 Sardis Rd North, Suite 201, Clarlotte, NC 28227, Mecklenburg County.
Article XI.
The street address and county of the corporation is : 2101 Sardis Rd North, Suite 201, Clarlotte, NC 28227, Mecklenburg County.
Article XII
The qualifications, term of office, powers, authority, and conference proceedings of the Board of Directors and so on shall be specified in the bylaws. The initial Board of Directors is composed of three sponsors, the lead sponsor hold the post of President, and the President is responsible for bearing legal responsibility and Foundation’s operation. President shall hold office until the successor has been elected by Board of Directors.
Article XIII.
The President office of the Board of Directors of the Foundation is ：2101 Sardis Rd North, Suite 201, Clarlotte, NC 28227, Mecklenburg County.
Article XIV.
The name and address of the Incorporator is ：Jianming Li, 2101 Sardis Rd North, Suite 201, Clarlotte, NC 28209, Mecklenburg County.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of February, 2016.
Jianming Li
Incorporator