OLPCorps Muskingum College Lesotho/LaptopsToLesothoDocuments
The following are the public documents of the nonprofit organization Laptops to Lesotho Inc.EIN# 27-1239343
I, the undersigned natural person, of the age of twenty-one years or more, acting as incorporator of a corporation pursuant to the Idaho Nonprofit Corporation Act (Idaho Code, Title 30, Chapter 3), do adopt the following Articles of Incorporation:
ARTICLE 1. NAME
The name of this corporation is Laptops to Lesotho Inc.
ARTICLE 2. DURATION
The period of duration for this corporation shall be perpetual or until such time as the Board of Directors shall adopt a resolution recommending that the corporation be dissolved pursuant to the Idaho Nonprofit Corporation Act.
ARTICLE 3. PURPOSES
This corporation is organized exclusively for educational and charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
This corporation is not organized for profit, and no part of the net earnings of this corporation shall inure to the benefit of any member of the Board of Directors or any other individual except that this corporation may make payments of reasonable compensation for services rendered.
This corporation is organized for the following purpose:
To increase educational opportunities for children in rural Lesotho through access to advanced technologies.
This corporation will achieve its purpose by raising funds for and facilitating the following goals:
- distributing laptops to children in rural Lesotho,
- training the children and their teachers in the laptops’ use,
- teaching the children critical-thinking and problem-solving skills using the laptops,
- developing a community-based organization to provide local support and funding,
- deploying alternative power sources to power the laptops for sites off the electrical grid,
- establishing LAN networks, and
- providing access to the internet.
The activities of this corporation shall not include direct or indirect participation or intervention in political campaigns on behalf of or in opposition to any candidate for public office. Nor is the primary activity of this corporation the operation of a social club for the benefit, pleasure, or recreation of its members. This corporation shall not carry on a business with the general public in a manner similar to organizations which are operated for profit. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation.
Notwithstanding any provision of these Articles of Incorporation, this corporation shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
ARTICLE 4. MEMBERS
This corporation shall have no members.
ARTICLE 5. STOCK
This corporation shall not have authority to issue capital stock.
ARTICLE 6. REGISTERED OFFICE AND AGENT
The address of the initial registered office of this corporation is 55 Eagle Creek Road, Wayan, Idaho 83285-5003, and the name of its initial registered agent at such address is Janissa Balcomb, residing in the State of Idaho.
ARTICLE 7. AMENDMENTS TO ARTICLES OF INCORPORATION
This corporation reserves the right to amend or repeal, by the affirmative vote of a majority of the members of its Board of Directors, any of the provisions contained in these Articles of Incorporation.
ARTICLE 8. FUNDS AND ASSETS
This corporation shall use its funds only to accomplish the purposes stated in these Articles of Incorporation. Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
ARTICLE 9. DIRECTORS
The manner in which Directors shall be elected or appointed shall be provided in the Bylaws of the corporation. The names, positions, and addresses of the people who are to serve as the initial Directors are:
|Janissa Balcomb||President/Treasurer||55 Eagle Creek Road, Wayan ID 83285-5003|
|Sarah Balcomb||Secretary||1511 W. Meadowbrook Dr., Loveland OH 45140|
|Andrew Dernovsek||Director||1291 S. Renee Pl., Pueblo CO 81007|
ARTICLE 10. INCORPORATOR
The name and address of the incorporator is:
Janissa Balcomb 55 Eagle Creek Road, Wayan, ID 83285-5003
ARTICLE 11. BYLAWS
The Board of Directors shall have the power to adopt, amend, or repeal the Bylaws of this corporation. The Bylaws shall govern the operation of this corporation unless any Bylaw conflicts with these Articles of Incorporation, in which case the Articles of Incorporation shall be controlling.
Signed: __________________________________ Date: __December 16, 2009__
- Janissa Balcomb, President/Treasurer
ARTICLE 1. OFFICES
Principal Office. Laptops to Lesotho Inc. (“Corporation”) may have offices, either within or without the State of Idaho, as the Board of Directors (“Board”) may designate or as the affairs of the Corporation may require from time to time.
ARTICLE 2. BOARD OF DIRECTORS
2.1 General Powers. The affairs of the Corporation shall be managed by the Board. Directors need not be residents of the Idaho.
2.2 Number and Tenure. The Board shall be composed of no fewer than three (3) Directors. The number of Directors may be changed from time to time by amendment to these Bylaws but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. A Director shall hold office for a term of three (3) years, or until he or she dies, resigns or is removed by a majority vote of the Directors under Section 2.10 of this Article.
2.3 Regular Meetings. By resolution, the Board may specify the time and place either within or without the State of Idaho for holding regular meetings without other notice than such resolution.
2.4 Special Meetings. Special Board meetings may be called by or at the request of the President, the Secretary, or any two (2) Directors. The person or persons authorized to call special meetings may fix any place either within or without the State of Idaho as the place for holding any special Board meeting called by them.
2.5 Notice of Special Meetings. Written notice stating the place, day, and hour of each special Board meeting shall be delivered personally or by mail, facsimile, electronic mail or telegraph to each Director at his/her address shown on the records of the Corporation at least two (2) days before the meeting. Notice shall be effective upon delivery at such address, provided that notice by mail shall also be deemed effective if deposited in the United States mail properly addressed with postage prepaid at least five (5) days before the meeting, notice by facsimile or electronic mail shall be deemed effective when transmitted, and notice by telegraph shall also be deemed effective if the content thereof is delivered to the telegraph company at least three (3) days before the meetings. Neither the business to be transacted at, nor the purpose of any special meeting, need be specified in the notice of such meetings.
2.6 Waiver of Notice.
- 2.6.1 Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation, or the Idaho Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
- 2.6.2 The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
2.7 Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business at any Board meeting but, if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
2.8 Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.
2.9 Resignation. Any Director may resign at any time by delivering written notice to the President or the Secretary, or to the registered office of the Corporation.
2.10 Removal. A Director may be removed from office upon the vote of a majority of the remaining Directors.
2.11 Vacancies. Any vacancy occurring on the Board may be filled by the vote of a majority of the remaining Directors. Unless he/she dies, resigns, or is removed, a Director so elected shall hold office until his/her successor is elected.
2.12 Presumption of Assent. A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting, or unless he/she files his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or unless he/she forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.
2.13 Compensation. Directors shall not receive any stated salaries for their services, but by Board resolution, Directors may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting; but nothing herein shall be construed to preclude any Director from receiving compensation for services rendered to the Corporation.
2.14 Loans. No loans shall be made by the Corporation to any of its Directors.
2.15 Meeting by Conference Telephone. Members of the Board may participate in a meeting by means of conference telephone or similar communications equipment provided all persons participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting.
2.16 Action by Board without a Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
2.17 Committees. The Board, by resolution, adopted by a majority of the Board, may designate and appoint one (1) or more committees to advise the Board. If the committee shall have and exercise the authority of the Board in the management of the Corporation, it shall consist of no fewer than two (2) Directors.
ARTICLE 3. OFFICERS
3.1 Number. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board. A Chair of the Board, one (1) or more Vice Chairs, and such assistant officers as may be deemed necessary may be elected or appointed by the Board; such officers and assistant officers to hold office for such period have such authority and perform such duties as may be provided by resolutions of the Board. The Board may delegate to any officer or agent the power to appoint any such subordinate officers, or agents, and to prescribe their respective terms of office, authority, and duties. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
3.2 Election and Term of Office. The officers of the Corporation shall be elected triennially by the Board. Unless he/she dies, resigns, or is removed, each officer shall hold office until his/her successor is elected.
3.3 Resignation. Any officer may resign at any time by delivering written notice to the President, the Secretary, or the Board.
3.4 Removal. Any office or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
3.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board for the unexpired portion of the term.
3.6 President. The President shall be chief executive officer of the Corporation and, subject to the Board's approval, shall supervise and control all of the assets, business, and affairs of the Corporation. The President shall preside over all Board meetings unless the Chair, if any, is present. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer in some other manner. The President may appoint or remove any staff or consultants for the Corporation and establish the rate of compensation for any such staff person or consultant. In general, he/she shall perform all duties incident to the office of President and such other duties prescribed by the Board from time to time.
3.7 Secretary. The Secretary shall: (a) keep the minutes of meetings of the Board in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep registers of the post office address of each Director; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation; (f) prepare and submit an annual report as required by the Idaho Nonprofit Corporation Act, and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may perform his/her duties.
3.8 Treasurer. If required by the Board, the Treasurer shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the revisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chair or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform his/her duties.
3.9 Chair of the Board. The Chair of the Board (if the Board of Directors so deems advisable and selects one) shall be an officer of the Corporation and, subject to the direction of the Board of Directors, shall perform such executive, supervisory, and management functions and duties as may be assigned to him/her from time to time by the Board. He/she shall, if present, preside at all meetings of the Board of Directors.
3.10 Salary. The officers shall not receive any salary for their services. Officers may be reimbursed for their expenses. No loans shall be made by the Corporation to its officers.
ARTICLE 4. MEMBERS
This Corporation shall have no members.
ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation. Such authority may be general or confined to specific instances.
5.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
5.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.
5.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
5.5 Gifts and Contributions. The Treasurer may accept on behalf of the Corporation any contribution, gift, bequest, or device as may be consistent with the established purposes of the Corporation and as may be permitted by any applicable local, state, or federal law.
ARTICLE 6. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its Board, and such other records as may be necessary or advisable or required by law at the registered or principal office of the Corporation.
All books and records of the Corporation may be inspected by a Director for any proper purpose at any reasonable time, upon reasonable notice to the Secretary of the Corporation.
ARTICLE 7. FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected.
ARTICLE 8. EXECUTIVE COMMITTEE
8.1 Number, Tenure and Qualifications. The Board, by majority vote, may elect from its members an Executive Committee, which will assist in preparing and implementing Corporation policies and programs. The number of members of the Executive Committee shall not be less than three (3), including the Chair of the Board of Directors, if any. The members shall serve for one (1) year or until they are reelected or their successors are elected.
8.2 Powers. The Executive Committee shall have the authority to direct and oversee the implementation by the Executive Director of policies, initiatives, and programs recommended by the Board. The Executive Committee shall also have the authority to approve and oversee the budget and approve contracts on behalf of the Corporation.
8.3 Chair of the Executive Committee. The Chair of the Board of Directors or the President shall serve as Chair of the Executive Committee.
8.4 Meetings. The Executive Committee shall meet, from time to time, when any such meeting is called by the Chair, or by a majority of the members of the Executive Committee. Notice for such a meeting shall be delivered orally or in writing twenty-four (24) hours in advance of the meeting.
8.5 Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at a meeting of the Executive Committee.
8.6 Manner of Acting. The act of a majority of the members present at a meeting of the Executive Committee which a quorum is present shall be the act of the Executive Committee.
8.7 Action by the Executive Committee without Meeting. Any action which would otherwise be taken at a meeting of the Executive Committee may be taken without a meeting if such action is approved, in writing, by all of the members of the Executive Committee.
8.8 Meeting by Conference Telephone. Members of the Executive Committee may participate in a meeting by means of conference telephone or similar communications equipment provided all persons participating in the meeting can hear each other.
ARTICLE 9. INDEMNIFICATION
To the full extent permitted by the Idaho Nonprofit Corporation Act, the Corporation shall indemnify any person who was or is a party to any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that he/she is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director or officer of another corporation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred by him/her in connection with such action, suit, or proceeding; and the Board may, at any time, approve indemnification of any other person which the Corporation has the power to indemnify under the Idaho Nonprofit Corporation Act. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The Corporation may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.
ARTICLE 10. AMENDMENTS
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board.
The foregoing Bylaws were adopted by the Board of Directors on the 8th day of November, 2009.
- Sarah Balcomb, Secretary
Article I: Purpose
The purpose of the conflict of interest policy is to protect the tax-exempt organization Laptops to Lesotho Inc.’s (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Article II: Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
- b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
- c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Article III: Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
- a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
- b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
- c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
- d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
- a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV: Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
- a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V: Compensation
- a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI: Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- a. Has received a copy of the conflicts of interest policy,
- b. Has read and understands the policy,
- c. Has agreed to comply with the policy, and
- d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article VII: Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
- b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Article VIII: Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
The foregoing Conflict of Interest Policy was adopted by the Board of Directors on the 11th day of January, 2010.
- Sarah Balcomb, Secretary