The undersigned persons of the age of nineteen years or more, in order to form a nonprofit corporation under the Alaska Nonprofit Corporation Act, Chapter 20 of Title 10 of the Alaska Statutes, hereby execute the following Articles of Incorporation:



ARTICLE 1. NAME

The name of this corporation is Hanoi-Amsterdam Organization, Inc.

ARTICLE 2. DURATION

The duration of the corporation shall be perpetual.

ARTICLE 3. PURPOSES AND POWERS

This Article is drafted o­n the assumption the corporation will be exempt from taxation under the Internal Revenue Code and is an organization described in Section 501(c)(3) of the Code.

3.1 Purposes. The corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future federal tax code, including for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

3.2 Limitations.

3.2.1 Nonprofit Status. The corporation shall not have or issue shares of stock. The corporation is not organized for profit, and no part of its net earnings shall inure to the benefit of, or be distributed to, any member, Director or officer of the corporation, or any private individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the corporation in furtherance of the purposes set forth in Section 3.1 subject to the limitations of Sections 3.2.2 and 3.2.3 hereof.


3.2.2 Distributions; Dissolution. No member, Director or officer of the corporation, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation or the winding up of its affairs. Upon such dissolution or winding up, after paying or making adequate provision for the payment of all of the liabilities of the corporation, all the remaining assets of the corporation shall be distributed by the Board of Directors, for a purpose or purposes similar to those set forth in Section 3.1 hereof, to any other organization which then qualifies for exemption under the provisions of Section 501(c)(3) of the Code. Any such assets not so disposed of shall be disposed of by the Superior Court of the Third Judicial District, State of Alaska, exclusively for a purpose or purposes similar to those set forth in Section 3.1 hereof, or to such organization or organizations as said Court shall determine, which are organized and operated for similar purposes.

3.2.3 Prohibited Activity.

(a) No substantial part of the activities of the corporation shall be devoted to attempting to influence legislation by propaganda or otherwise except as may be permitted to Section 501(c)(3) organizations by the Code. The corporation shall not, directly or indirectly, participate in or intervene in (including the publication or distribution of statements) any political campaign o­n behalf of or in opposition to any candidate for public office. The corporation shall not have objectives or engage in activities which characterize it as an "action" organization within the meaning of the Code.

(b) Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry o­n activities not permitted to be conducted or carried o­n by an organization exempt from federal income tax under Section 501(c)(3) of the Code or by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.

(c) The corporation is prohibited from engaging in any act of self-dealing as defined in Section 4941(d) of the Code, from retaining any excess business holding as defined in Section 4943(c) of the Code which would subject the corporation to tax under Section 4943 of the Code, from making any investments which would subject the corporation to tax under Section 4944 of the Code, and from making any taxable expenditure as defined in Section 4945(d) of the Code. If Section 4942 of the Code is deemed applicable to the corporation, it shall make distributions at such time and in such manner that it is not subject to tax under Section 4942 of the Code.

3.3 Powers. In general, and subject to such limitations and conditions as are or may be prescribed by law, by these Articles of Incorporation, or by the corporation's Bylaws, the corporation shall have the authority (a) to engage in any and all such activities as are incidental or conducive to the attainment of the purposes of the corporation set forth in Section 3.1 hereof and (b) to exercise any and all powers authorized or permitted under any laws that are now, or hereafter may be, applicable or available to the corporation.


ARTICLE 4. BYLAWS

The Board of Directors shall have the power to adopt, amend, or repeal the Bylaws of the corporation.


ARTICLE 5. DIRECTORS

5.1 Number and Election. The affairs of the corporation shall be managed by a Board of Directors. The specific number of Directors, the qualifications, terms of office, manner of election, place and notice of meetings, and the powers and duties of Directors shall be prescribed by the Bylaws of the corporation.

5.2 Removal. o­ne or more Directors (including the entire Board of Directors) may be removed from office, with or without cause, by the affirmative vote of the majority of the number of Directors fixed by the Bylaws.

5.3 Initial Directors. The number of Directors constituting the initial Board of Directors shall be 3. The names and addresses of the persons who are to serve as the Initial Directors are as follows:

Giao To Ngo – 2225 E. 5th Avenue, Anchorage, AK 99501
Duy Nguyen Ngo – Auwanneweg 92, 63457 Hanau, Germany
Ha Thanh Mai – 1854 Rolling Hills, Norman, OK 73072

The initial Directors shall hold office until the first election of Directors or until their successors are elected and qualify.


ARTICLE 6. REGISTERED OFFICE AND REGISTERED AGENT

The address of the initial registered office of this corporation is 420 L Street, Suite 400, Anchorage, Alaska 99501, and the name of its initial registered agent at such address is Kim Pinkerton.

ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY

To the full extent that the Alaska Nonprofit Corporation Act, as it exists o­n the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of Directors, a Director of this corporation shall not be liable to this corporation for monetary damages for breach of fiduciary duty as a Director. Any amendment to or repeal of this Article 7 shall not adversely affect any right or protection of a Director of this corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.


ARTICLE 8. AMENDMENT TO ARTICLES OF INCORPORATION

The corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation by the affirmative vote of at least two-thirds of the members.


The N.P.S.I.C. Code which most closely describes the activities in which the corporation will initially engage is 6100.

ARTICLE 10. INCORPORATORS

The names and addresses of the incorporators of the corporation are as follows:

Giao To Ngo – 2225 E. 5th Avenue, Anchorage, AK 99501
Michael P. Gailey – 2225 E. 5th Avenue, Anchorage, AK 99501
Kim Pinkerton – 420 L Street, Suite 400, Anchorage, AK 99501


Dated: Nov 22, 2004

Signed by Giao To Ngo, Incorporator
Signed by Michael P. Gailey, Incorporator
Signed by Kim Pinkerton, Incorporator

The Organization shall maintain its principle officers for the transaction of its business. The  Organization may have such other offices, either within or without Vietnam, as the Board of Directors may designate or as the business of the Organization may require, from time to time.


The Organization may have a seal and its own logo.


It is the purpose of the Organization to represent the needs and interests of Organization while promoting and enhancing the Hanoi-Amsterdam School.


Section 1 - Classes of Members:

The Organization shall have four classes of members. The designation, qualifications, and rights shall be as specified in this article. The benefits and privileges of each class of membership will be established by the Board of Directors as part of Organization policy. All members of the Organization must be observed the rules and conditions of the Organization.

A. Regular Members:

1. All Hanoi-Amsterdam High school students are automatically granted membership as Regular Members.

2. All students from other schools, who are interested in Hanoi-Amsterdam Organization, shall be granted membership as Regular Members.

3. Any current faculty, staff and their spouses of Hanoi-Amsterdam High school shall be granted membership as Regular Members.

B. Honorary Members:

1. Honorary membership shall be granted to those persons who have in the opinion of the Board of Directors exhibited outstanding service to the Hanoi-Amsterdam Schoolor Hanoi-Amsterdam Organization. Such Honorary membership may be grated o­nly by unanimous vote of the Board of Directors present and voting at any regular or special meeting.

C. Associate Members

1. Any person who shows an active interest in the affairs of the Organization by making a donation to the Organization, of at least the Organization’s annual dues, shall be eligible for membership as an Associate Member.

D. Sustaining Members

1. Any business, corporation, or organization who shows an active interest in the affairs of the Organization by making a monetary or in kind of donation to the Organization, of at least the Organization’s annual dues, shall be eligible for membership as an Sustaining Member.

Section 2 - Active Membership:

Any Regular members can become Active Members of the Hanoi-Amsterdam Organization by paying annual fee indicated by Board of Management. Any officer of the Hanoi-Amsterdam Organization shall be eligible for membership as an Active Member.

Active membership must be renewed at the beginning of each membership year.

Membership can be removed from the roles of the organization if:

o He/she violates any rules and regulation of the organization

o He/she violates any law, or carries any illegal activities

Membership may be granted to the member by the B.O.M of the Organization no later than two weeks after the date of receiving the application.

Section 3 - Members Who May Vote and Hold Office:

Only Active members of the Organization may vote and hold office. Other members may serve o­n committees and when so serving, may vote o­n matters present to the committee.

Section 4 – Transfer of Membership:

Membership in this Organization is not transferable or assignable.


Section 1 – Annual Membership Meetings:

The annual meeting of the members shall be held each year o­n the date set by the Board.Any announcement of any scheduled meeting will be published o­ne week in advance of meeting date. This announcement will constitute the official notice.

Section 2 – Special Membership Meetings:

Special meetings of the members of the Organization, for any purpose, may be called by the President or the Board of Directors or shall be called by the President at the request, in writing, of at least five Active members, entitled to vote at the meeting.

Section 3 – Place of Membership Meetings:

The annual and special meetings of the members shall be held at such place or places as specified by the Board of Directors.

Section 4 – Notice of Membership Meetings:

Written notice stating the place, day, hour, and purpose of the meeting shall be given to each Member entitled to vote at least seven days prior to the date of the meeting.

Section 5 – Right to Vote

A. Active Members

For the purpose of determining Active Members entitled to vote at any membership meeting, the membership records of the Organization as of the time of the meeting shall control, provided that opportunity shall be given at the meeting for the Regular members to become Active members prior to the time the business of the meeting commences.

B. Number of Votes

Each Active Member shall be entitled to o­ne vote upon each matter submitted to a vote at any meeting of the membership.

C. Casting of Votes

Votes may be caste o­nly in person and not by proxy.

Section 6 – Membership Records

The officer or agent having charge of the membership records shall make the list of Active Members available at each membership meeting for the inspection of Regular Members.

Section 7:

The members shall be allowed to have the floor as recognized by the B.O.D. No member may have the floor for more than ten minutes without the consent of the majority of the members present. o­nly o­ne member may have the floor at a time. The B.O.D may set aside a specified duration of time for the discussion among members.

Section 8: Discussion and disagreement

Discussion must be pertinent to the problems and issues pertaining to the organization. Personal attacks will not permitted unless the association discusses matters pertaining to disciplinary action


Section 1 – General Powers

The business and affairs of the Association shall be vested in, exercised, controlled and managed by its Board of Directors.

Section 2 – Number, Tenure, and Qualifications

A. Number

The Board of Directors shall be nine in number. The number of directors may be increased by resolution of the Board of Directors at any regular or special meeting provided, however, that the Active Members and not the directors shall elect the persons to fill any increased number of director positions and further provided that any reduction in the number of director positions shall not be effective until and unless the Active Members shall first have approved such a reduction.

B. Tenure

The Board of Directors shall be elected at large from and by the Active Members of the Organization. Each director shall hold office unless the Active Members or Board of Directors shall terminate the director's term at a prior time, the director shall resign, or until the director's successor shall have been elected and qualified.

C. Qualifications

No person may be a director who is not an Active Member of the Organization.

Section 3 – Nominations and Elections

A. Nominations

Nominations for directors shall be made by the Nominating and Elections Committee, appointed by the Board of Directors.

B. Elections

The election of directors shall be held by e-mail mailed to each Active Member's address of record. Replies shall be returned to the Association no later than the date set by the Nominations and Elections Committee, at which time they will be counted and tabulated in accordance with the policies and procedures approved by the Board of Directors. Directors so elected will assume office effective since then.

Section 4 – Meetings of the Board of Directors

A. Regular Meetings

Regular meetings of the Board of Directors shall be held as necessary to efficiently transact the Organization's business.

B. Special Meetings

Special meetings of the Board of Directors may be called by, or at the request of, the President or any three directors.

C. Notice of Special Meetings

Notices of special meetings of the Board of Directors shall be mailed not less than seven days or telephoned or personally delivered to each director not less than two days before the day appointed for the special meeting. The attendance of a director at any such special meeting shall constitute a waiver of notice of such meeting except where a director attends the meeting for the express purpose of objecting to the transaction of any business solely because the meeting is not lawfully called or convened. An agenda for a special meeting shall accompany the notice.

D. Quorum

A simple majority of the number of directors established by Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors and a simple majority of the quorum will be required to take any action; but if less than a quorum of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

E. Manner of Action

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 of Directors, unless the act of a greater number is required by these Bylaws.

Section 5 – Vacancies

Any vacancy occurring in the Board of Directors, except for positions to be filled under Section 2A of this Article, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. Due consideration shall be given to those candidates for the Board of Directors who ran at the most recent election. A director elected to fill a vacancy shall serve until the term of the said position expires.

Section 6 – Compensation

Directors shall not receive any stated salaries for their services. Any obligation of funds of the Organization in excess of fifty dollars ($50.00) must be authorized by a vote of the Board of Directors. For any obligation of funds of the Organization up to fifty dollars ($50.00) may be approved by a vote of the Executive Committee.

Section 7 – Informal Action of Directors

Any action required by law to be taken at a meeting of the directors or any action which may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be approved by a majority of the directors.

Section 8 – Removal of Director(s)

A. Conflict of Interest

A director shall be removed from the Board when found by a vote of two thirds of the Board of Directors, present and voting, to have conflict of interest which would jeopardize the director's ability to serve in the public interest, convenience, and necessity. Any member of the Board of Directors who is absent from two consecutive meetings of the Board, without excuse for said absence being granted by the Board, shall be deemed to have tendered his resignation from the Board.

B. Failure in Obligation

If a director shall otherwise continually fail in obligations as a member of the Board of Directors, then the Board may at its next meeting and upon special notice to the director concerned, hear the director's reasons for such delinquency and if the Board is satisfied that the director in question cannot or will not fulfill the director's duties as a director, the Board may by two thirds vote of the directors, not including the vote of the director in question, remove said director as a director of the Organization.

Section 9 – Additional Powers

Without limiting the general powers conferred by these Bylaws and provided by law, the Board of Directors shall have, in addition to such powers, the following powers:

A. Changes in rules and regulations

To make and change rules and regulations not inconsistent with the law, the Constitution, or with these Bylaws, for the management and control of the business of the Association and its affairs, and of its officers, agents, and employees;

B. Agreements and Contracts

To enter into agreements and contracts with individuals, groups of individuals, corporations, or governments, for any lawful purpose;

C. Supervision of Officers

To supervise and direct the officers, agents, and employees of the Organization and to see that their duties are properly performed;

D. Additional Powers

In addition to the powers and authorities expressly conferred upon the Board of Directors by these Bylaws, the Board may also exercise all such other lawful powers of the Organization and do all such lawful acts and things in the furtherance of the Organization's business, as are not bystatute or the Constitution or by these Bylaws directed or required to be exercised or done by the Active Members.

Section 10 – Rules of Conduct

Unless otherwise specified by the convening body, rules of conduct for all meetings of this Organization shall be the most current issue of Robert's Rules of Order.

Section 11 – Maintenance of Records

The Board of Directors shall cause to be kept a complete record of all their minutes and acts, including established committees, and the acts and proceedings of the membership meetings.


Section 1:The executive power shall be vested in a Board of Supporter (B.O.S) of Hanoi-Amsterdam Alumni Organization. The B.O.S shall have the authority and responsibility of conducting the activity of the organization with the prior consent of the membership.

Section 2: The treasurer shall be appointed by the B.O.S. The treasurer shall be responsible for all financial matters of the organization including, but not limited to keeping an account of all funds, subscriptions and expenditures incurred. He/she shall prepare financial statements. He/she, with the assistance of other executive officers prepares budget statements requesting the H-A-O alumni activity funds. He/she shall be in the office at the discretion of the B.O.S.

Section 3 The secretary of the association shall be appointed by the B.O.S. He/she with the assistance of the other members shall be in charge of the organization of cultural, sport, academic, or other comparable activities. He/she shall remain in the office at the discretion of the B.O.S. He/she shall record attendance and the minutes of each meeting.



Section 1: The standing committees of this organization shall be:

o Executive Committee – Consist of elected officers and chairperson of all committees and sub-committees.

o Web-content Committee – Handles all web-content related works

o Technical Committee – Handles all technical related works.

o Social Committee – Handles all planning and arrangements for activities/events held by the organization.

o Relations Committee –act as central relationship within members, and with other committees




Section 1: There will be a monthly membership fee for each member of BOS. Other members can support H-A-O as an optional, in a yearly basis.

Section 2: Special funds (supports, donations, fund raising) may be generated to supplement existing funds.

Section 3: The dollar amount of annual membership fee must be approved by the majority of members (if applicable).



Section 1: The constitution of Hanoi-Amsterdam Alumni Organization may be amended with the approval of three-fourths of the standing members. The constitution may o­nly be amended at a general meeting

Section 2: The motion to amend the constitution may be presented by any member in a general meeting. The executive committee must be informed of the motion to amend the constitution, a week prior to the general meeting at which it will be put forward.

Section 3: If any part of this constitution is deemed in violation of any policies as judged by legal counsel, that portion of the constitution will be automatically annulled.