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The undersigned incorporators, natural persons 18 years of age or older, in order to form an international non-governmental organization; adopt the following Articles of Incorporation.

 

Article I

 

The name of this corporation shall be International Health Partners TZ.  The registered office of this corporation shall be located at 966 Haile Selassie Road, Dar es Salaam, Tanzania.

 

Article II

 

This corporation is organized exclusively for charitable, scientific and educational purposes, more specifically to partnership people and organizations all over the world with specific areas of need in Tanzania.. To this end, the corporation shall at all times be operated exclusively for charitable purposes.

 

In furtherance of its purposes, this corporation may engage in, advance, promote and administer charitable, scientific and educational activities and projects of every charitable kind and nature whatsoever in its own behalf or as the agent, trustee or representative of others, and may aid, assist and contribute to the support of corporations, associations, and institutions which are organized and operated exclusively for such charitable purposes.

 

For its purposes and not otherwise, this corporation shall have only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise, and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer and dispose of any funds and property and the income therefrom  for the purposes of this corporation herein above set forth, or any of them, and to lease, mortgage, encumber, and use the same and such other powers which are consistent with the foregoing purposes and which are afforded to this NGO as reflected in the NGO Act of Tanzania, as now enacted or as hereafter amended.  All the powers of this corporation shall be exercised only so that this corporation’s operations shall be exclusively within the jurisdiction of the NGO Act.

 

All references in this Articles of Incorporation to sections of the NGO Act of Tanzania include all provisions thereof adopted by any future NGO Act to the extent such provisions are applicable to this corporation.

 

Article III

 

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, individual or director of the corporation, except that expenses incurred by members of the corporation in furtherance of the corporations business and purposes shall be reimbursed. This 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.

 

This corporation may not make any investments that would jeopardize the carrying out of the exempt purpose of this corporation.

 

This corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any other person the repayment of a loan made to an officer or director of this corporation.

 

Nothing herein shall be construed to establish or prohibit the payment of reasonable compensation to officers or directors of this corporation for services actually rendered by them to this corporation.

 

Article IV

 

The period of duration of this corporation’s corporate existence shall be perpetual.

 

Article V

 

The corporation shall have members.  The eligibility, rights and obligation of the members will be determined by the 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 eleven, their names and addresses beings as follows.

 

Mary Ellen Kitundu

P.O. Box 23102

Dar es Salaam, Tanzania

Dennis E. Lofstrom

9671 Reeder

Overland Park, Kansas 66214

Paula West Lofstrom

9671 Reeder

Overland Park, Kansas 66214

Jerry Seiberlich

Saint Paul, Minnesota

Bishop Gideon Maghina

Box 100, Singida, Tanzania

Dr. John Nanson

Prescott, Arizona, USA

Mrs Bibiana Mwaluko

Box 65024

Dar es Salaam, Tanzania

Amon Mulumba

Singida, Tanzania

Mr. Shanny Mbogolo

P.O. Box 11136

Dar es Salaam, Tanzania

David West

9671 Reeder

Overland Park, Kansas 66214

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

 

Article VI

 

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.

 

Article VII

 

This corporation shall have no capital stock.

 

Article VIII

 

This corporation may be dissolved in accordance with the laws of the country of Tanzania. Upon dissolution of the corporation, any surplus property remaining after the payment of its debts shall be disposed of by transfer to one or more corporations, associations, institutions trusts, or foundations organized and operated for one or more of the purposes of this corporation, or any political subdivision or agency thereof for exclusively public purposes, in such proportions as the Board of Directors of this corporation shall determine. Notwithstanding any provision herein to the contrary, nothing herein shall be construed to affect the disposition of the property and assets held by this corporation upon trust and other condition, or subject to any executor or special limitation, and such property, upon dissolution of this corporation, shall be transferred in accordance with the trust, condition, or limitation imposed with respect to it.

 

Article IX

 

The name and address of each incorporator of this corporation are:

 

Mary Ellen Kitundu P.O. Box 23102, Dar es Salaam

Dennis E. Lofstrom 9671 Reeder, Overland Park, Kansas 66214

Paula West Lofstrom 9671 Reeder, Overland Park, Kansas 66214

Jerry Seiberlich Saint Paul, Minnesota, USA

Bishop Gideon Maghina P.O. Box 100, Singida, Tanzania

Dr. John Nanson Prescott, Arizona, USA

Mrs Bibiana Mwaluko P.O. Box 65024, Dar es Salaam, Tanzania

Amon Mulumba Singida, Tanzania

Mr. Shanny Mbogolo P.O. Box 11136, Dar es Salaam, Tanzania

David West 9671 Reeder, Overland Park, Kansas 66214

Peter R. Kitundu 1247 47th Street, Des Moines Iowa 50311

Marie Quanbeck 2420 N 6th Avenue E., Newton, Iowa 50208

John P. S. Musembe Box 32736, Dar es Salaam, Tanzania

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the Tanzania, we the undersigned constitute the Incorporators of the Corporation, have executed these Articles of Incorporation on this 1st day of November, 2005

Signed by:

Mary Ellen Kitundu, President

Dennis E. Lofstrom, Vice President

Paula Lofstrom, Secretary

Jerry Seiberlich, Treasurer