DRAFT ARTICLES OF INCORPORATION OF SAHANA SOFTWARE FOUNDATION

The undersigned incorporator(s), a natural person 18 years of age or older, in order to form a corporate entity adopts the following articles of incorporation.

The name of this corporation shall be the Sahana Software Foundation located at __ (street address, city, state, zip).

This corporation is organized exclusively for charitable, scientific and/or educational purposes, more specifically to develop, deliver and support the Sahana free and open source software for emergency and disaster management. To this end, the corporation shall at all times be operated exclusively for charitable purposes within the meaning of Section 501[c][3] of the Internal Revenue Code of 1986, as now enacted or hereafter amended, 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 of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

At all times shall the following operate as conditions restricting the operations and activities of the corporation:

1. The corporation shall not afford pecuniary gain, incidentally or otherwise to its members. No part of the net earnings of this corporation shall inure to the benefit of any member of the corporation, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. Such net earnings, if any, of this corporation shall be used to carry out the nonprofit corporate purposes set forth in Article II above.
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
   
3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501[c][3] of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

The duration of the corporate existence shall be perpetual.

The corporation shall have one or more classes of members, as provided in the corporation's bylaws. The management of the affairs of the corporation shall be vested in a Board of Directors, as defined in the corporation's bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.

The number of Directors constituting the first Board of Directors is 9 (nine), their names and addresses being as follows:

• Brent Woodworth, Los Angeles, CA (chair)
• Mifan Careem, Colombo, Sri Lanka
• Chamindra de Silva, Colombo, Sri Lanka
• Darmendra Pradeeper, Colombo, Sri Lanka
• Mark Prutsalis, Brooklyn, NY
• Louiqa Raschid, College Park, MD
• Martin Thomsen, Copenhagen, Denmark
• Gavin Treadgold, Christchurch, New Zealand
• Sanjiva Weerawarana, Colombo, Sri Lanka

Members of the first Board of Directors shall serve until the first annual meeting, at which their successors are duly elected and qualified, or removed as provided in the bylaws.

No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or Directors be subject to the payment of the debts or obligations of this corporation.

At the time of dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, dispose of all of the assets of the corporation. In non case shall a disposition be made which would not qualify as a charitable contribution under Section 170[c][1] or [2] of the Internal Revenue Code of 1986, as now enacted or hereafter amended, in such manner as the Board of Directors shall determine.

The incorporator(s) of this corporation is/are:

The undersigned incorporator(s) certify(ies) that she/he/they execute(s) these articles for the purposes herein stated.

Signature & Date

• I'm not familiar with the incorporation requirements for the USA, but this constitution seems very light. Some initial thoughts: — Tim McNamara 2009/04/14 15:48
  • I recommend outlining the powers of the directors, rather than simply what they're not entitled to do - e.g. they're not personally allowed to financially gain from the Foundation. Have the bylaws been drafted?
  • Do you wish to place any kinds of restrictions on the kinds of property that the Foundation is allowed to own (e.g. no derivative trading or property speculation) or debt to equity ratios? What are the voting rights of the Board members? How are Board members elected? What are the terms?
  • “Board of Directors shall, after paying or making provisions for the payment of all debts” - I recommend seeking advice whether this means that board members will be personally liable for any debts of the Foundation.
  • The use of the word 'and' in “charitable, scientific and educational purposes” implies that the Foundation is conducting all of these functions. I would seek to limit the role of the Foundation unless legal advice believes it's fine to keep in. What scientific knowledge would the foundation be advancing?

Tim - some replies: - — Mark Prutsalis 2009/04/21 23:29

• The articles of incorporation are fairly standard to what is used in the US. The bylaws contain most of the details you are looking for.
  • The powers of the directors will be outlined in the bylaws.
  • Property ownership restrictions??? I don't think so. Again I think any restrictions on property/debt would be defined in the bylaws but we will run this by the US-lawyers before using. (It would be a nice problem to have - enough resources to consider actually buying property - but I take your point, we don't want the foundation to lose its shirt in speculative property ownership deals).
  • The phrase about repayment of debts is in reference to potential dissolution of the corporation and is standard language. Directors are not financially responsible for Foundation debts per US law, as per article VI.
  • I think changing the phrase to “and/or” covers all bases. The scientific research that Sahana could be involved in are many - from integrating new technologies into the software, or some of the academic research that some are interested in using Sahana for, etc. Keeping the broadest possible scope is important to not limit the activities that we want the foundation to undertake - those will be more clearly defined again in the bylaws and possible other documents (through a vision statement, mission statement, stated objectives and goals… I'll get these all posted soon.

Tim/Mark - from what I've seen of US articles of incorporation, this looks about right. The extra detail you'rs looking for will be in the bylaws. Only other thing I might suggest is that scientific is replaced with research - I expect that we are more likely to under research, but not specifically scientific research. Will approve them in their current state however - just something to catch for later. — Gavin Treadgold 2009/05/28 15:21