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Legal Status : February 14th , 1997 Not-For-Profit Organization Certification: By the decision of Education Department of the State of New York , on February 14th, 1997 the Academy got a certificate of incorporation as a not-for-profit organization. March 5th, 1997 Academy's Incorporation: The Department of State of New York on March 5th, 1997 issued a certificate of incorporation to the International Academy of Emerging Markets, Inc. October 18th, 2000 Tax Exemption by IRS: The Academy by decision of United States Internal Revenue Service of the Department of Treasury, on October 18th, 2000 , was declared “exempt from federal income tax under section 501(a) of the Internal Revenue code.” By the same decision the Department of Treasury will treat the Academy “as a publicly supported organization, and not as a private foundation” (Foundation status classification 509 (a)(1)). Grantors and contributors may rely on this determination of the IRS, that the Academy is not a private business foundation.
By-Laws of Article I Offices Section 1. Principal Office. The principal offices of the Corporation in the State of New York shall be at the location designated in the Certificate of Incorporation or at such other places as may be selected from time to time by the Executive Board. Section 2. Other Offices. The Corporation may also have offices at such other places both within and outside the State of New York as the Executive Board may from time to time determine or the business of the Corporation so requires. Article II Section 1. Number, Qualifications, Election and Term of Office. The number of Executive Board members or Directors shall not be more than twenty (20). The initial Directors are the Charter Members and will serve for the first five (5) years. Thereafter, the Executive Board will be elected every five (5) years by the two-thirds (2/3) vote of all Academy members and each shall continue in office until the conclusion of the next succeeding meeting of the General Assembly. Any Director may be removed with or without cause by a vote of two-thirds (2/3) of the General Assembly at a special meeting called for that purpose. The Chairman of the Executive Board is the Founder of the Corporation. The Chairman shall preside at all meetings of the Board. Section 2. Vacancies. In case of any vacancy in the Executive Board, a successor to fill the unexpired portion of the term may be elected within thirty (30) days by a two-thirds (2/3) vote of the General Assembly . Section 3. Resignation. Any Director may resign at any time by giving written notice of such resignation to a member of the Executive Board of the Corporation. Section 4. Fully Vacant Executive Board. In the event that that all Board member positions are simultaneously vacant such that no one Director remains, then the President shall appoint a new Executive Board consisting of three (3) members. This newly formed Executive Board may then execute its powers as provided in the By-Laws. Section 5. Powers and Duties. The Executive Board shall have the general power to manage and control the affairs and property of the Corporation; shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board; and shall have full and complete authority with respect to the distribution and payment of monies received by the Corporation from time to time, provided that the fundamental and basic purposes and operating restrictions of the Corporation, as expressed in the Certificate of Incorporation, shall not hereby be violated, usurped, amended or changed. Section 6. Compensation. By resolution of the Executive Board, a fixed sum for expenses of attendance may be allowed for attendance at each regular or special meeting of the Executive Board. The Executive Board shall have the power, in its discretion, to pay to Directors a fixed sum for attendance at each meeting of the Executive Board, or alternatively, a reasonable salary as allowed under Section 4941 of the Internal Revenue Code of 1986, as amended (the “Code”). No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Section 7 Place of Meeting. The Executive Board may hold their meetings at such place or places and at such times as the Board may from time to time determine. Section 8 Regular Meetings: Notice. Regular meetings of the Executive Board shall be held annually with notice at such time and place as may be determined by the Board. No notice need be given of the first meeting of the Board. Financial reports of the Corporation prepared either by the treasurer or by independent public accountants shall be provided for each regular meeting of the Executive Board, or as otherwise provided by the Board. Section 9 Special Meetings: Notice. Special meetings of the Executive Board may be held at any time and place upon the call of the Chairman of the Board, or any two (2) Directors. Ten (10) days written notice of the time, place and purpose of every special meeting of the Board shall be given by the Secretary to each Director. Section 10. Annual Meeting. The annual meeting of the Academy for the election of new potential individuals and corporate members shall be held at such time and place as may be determined by the Executive Board with notice given in a manner similar to notice of a regular meeting. The first annual meeting will take place one (1) year after the corporation's creation. Section 11. Election Meeting. There shall be a meeting held every five (5) years at which time the Executive Board and Officers will be elected by the General Assembly. Section 12. Quorum: Adjournment of Meetings. A majority of the Directors in office shall constitute a quorum for the transaction of business. However, if at any meeting of the Executive Board there shall be less than a quorum present, the Directors present may adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called. To the extent permitted by law, a resolution in writing, signed by all of the Directors, shall be as valid as if it had been passed at a meeting of the Directors duty called and constituted. Section 13. Voting. The act of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required elsewhere in these By-Laws. Section 14. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Executive Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such an action. A member of the Executive Board or of any committee designated by the Executive Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of accounts or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Executive Board or by any such committee, or in relying in good faith upon other records of the Corporation. Section 15. Nominations. Nominations for the Executive Board shall take place at the meeting of the General Assembly held every fifth (5th) year. The Full By-Laws of the Academy including all 14 Articles are on file at our offices and if you would like to receive a copy please contact us.
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