ARTICLES OF INCORPORATION (3-10-05)

ARTICLE 1. NAME
ARTICLE 2. DURATION
ARTICLE 3. PURPOSES AND POWERS
ARTICLE 4. BYLAWS
ARTICLE 5. DIRECTORS
ARTICLE 6. REGISTERED OFFICE AND REGISTERED AGENT
ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY
ARTICLE 8. AMENDMENT TO ARTICLES OF INCORPORATION
ARTICLE 9. NPSIC CODE
ARTICLE 10. INCORPORATORS

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

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.

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BYLAWS (3-10-05)

HANOI-AMSTERDAM ORGANIZATION, INC.
AMENDMENTS

SECTION 1. OFFICES 1

SECTION 2. MEMBERSHIP 1
2.1 Classes of Members 1
2.1.1 Alumni Members 1
2.1.2 Student Members 1
2.1.3 Affiliate Members 1
2.1.4 Honorary Members 2
2.2 Membership 2
2.3 Annual Meeting 2
2.4 Special Meetings 3
2.5 Place of Meetings 3
2.6 Notice of Meetings 3
2.6.1 Personal Delivery 3
2.6.2 Delivery by Mail 3
2.6.3 Delivery by E-Mail 3
2.6.4 Delivery by Facsimile Transmission 3
2.6.5 Oral Notice 4
2.7 Waiver of Notice 4
2.7.1 In Writing 4
2.7.2 By Attendance 4
2.8 Quorum 4
2.9 Manner of Acting 4
2.9.1 Right to Vote 4
2.9.2 Membership Records 5
2.9.3 Discussion and Disagreement 5
2.10 Action by Members Without a Meeting 5

SECTION 3. BOARD OF DIRECTORS 5
3.1 General Powers 5
3.2 Number 5
3.3 Qualifications 6
3.4 Election of Directors 6
3.4.1 Initial Directors 6
3.4.2 Successor Directors 6
3.5 Term of Office 6
3.6 Annual Meeting 6
3.7 Regular Meetings 6
3.8 Special Meetings 6
3.9 Place of Meetings 7
3.10 Notice of Meetings 7
3.10.1 Personal Delivery 7
3.10.2 Delivery by Mail 7
3.10.3 Delivery by E-Mail 7
3.10.4 Delivery by Facsimile Transmission 7
3.10.5 Oral Notice 7
3.11 Waiver of Notice 8
3.11.1 In Writing 8
3.11.2 By Attendance 8
3.12 Quorum 8
3.13 Manner of Acting 8
3.14 Action by Board Without a Meeting 8
3.15 Resignation 8
3.16 Removal 9
3.17 Vacancies 9
3.18 Board Committees 9
3.18.1 Creation of Committees 9
3.18.2 Authority of Committees 9
3.18.3 Quorum and Manner of Acting 10
3.18.4 Resignation 10
3.18.5 Removal 10
3.19 Compensation 10

SECTION 4. OFFICERS 11
4.1 Number and Qualifications 11
4.2 Election and Term of Office 11
4.3 Resignation 11
4.4 Removal 11
4.5 Vacancies 11
4.6 Chairman of the Board 12
4.7 President 12
4.8 Vice Presidents 12
4.9 Secretary 12
4.10 Treasurer 12
4.11 Salaries 13

SECTION 5. ADMINISTRATIVE AND FINANCIAL PROVISIONS 13
5.1 Contracts 13
5.2 Loans 13
5.3 Loans to Officers and Directors 13
5.4 Checks, Drafts, Etc. 13
5.5 Deposits 13
5.6 Minutes of Meetings; Books and Records 14
5.7 Corporate Seal 14
5.8 Accounting Year 14
5.9 Rules of Procedure 14

SECTION 6. INDEMNIFICATION 14

SECTION 7. AMENDMENTS 14

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