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ARTICLE 1
The name of the corporation (the “Foundation”) is Humanity for Africa Foundation

ARTICLE II
The Foundation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the New Jersey Non-Profit Corporation Act. Notwithstanding the foregoing, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Code”).

ARTICLE IV
The Foundation is organized and shall be operated exclusively as a business league or trade association within the meaning of Section 501(c)(3) of the Code. Specifically, the Foundation is organized and shall be operated to succeed to the assets, and carry out the purposes, of the Humanity for Africa Foundation, a New Jersey not for profit corporation to support, promote, and engage in community development projects through child education and health, mass literacy, and civic/AIDS education in Africa and to serve as a cultural and social resource to native and recently immigrated Africans, African Americans, and others in America interested in the history, politics, language, art, and social positions of the African Diaspora.

To raise fund to renovate, build or rebuild and equip schools and hospitals in the rural African communities;
To promote child education and good health through renovation/building of primary schools; and hospitals and to provide scholarships to indigent students in rural African communities;
To eradicate illiteracy in poor African communities through Mass/Adult Literacy program; and civic education.
To sponsor workshops, conferences, seminars, exhibits and community meetings to promote child education and health awareness programs, HIV/AIDS testing and prevention, cultural awareness and cultural integration; and
To promote African Cultural Heritage and cultural exchanges.

ARTICLE V
No part of the net earnings of the Foundation shall inure to the benefit of any member, trustee or officer of the Foundation, or any private individual; provided, however, that reasonable compensation may be paid for services rendered to of for the Foundation and expenses may be reimbursed or paid in furtherance of one or more of its purposes.
ARTICLE VI
The Humanity for Africa Foundation Board of Trustees (as such term is defined in the Bylaws of the Foundation) shall be the governing body of the Foundation and shall be elected in the manner provided in the Bylaws of the Foundation. The number of trustees may be changed from time to time in the manner set forth in the Bylaws of the Foundation, but in no event shall there be less than three (3) trustees. The number of trustees constituting the initial Humanity for Africa Foundation Board of Trustees with their names and addresses are as follows:

ARTICLE VII
The Board of Trustees shall adopt the initial Bylaws of the Humanity for Africa Foundation. Thereafter, the Bylaws of the Foundation may be altered, amended or repealed, or new bylaws may be adopted by the affirmative vote of the majority of the trustees present at any meeting of the Board of Trustees at which a quorum is present; provided notice of the proposed alteration, amendment, repeal or adoption be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the Board of Trustees from adopting the proposed amendment, effecting the proposed repeal or adopting the proposed new bylaws, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting.

ARTICLE VIII
The Articles of Incorporation of the Foundation may be amended or restated upon approval by the Humanity for Africa Foundation Board of Trustees. The Board of Trustees may approve amendments to the Articles of Incorporation or restated Articles of Incorporation by the affirmative vote of a least two-thirds (2/3) of the Trustees present at any meeting of the Board of Trustees at which a quorum is present; provided notice of the proposed amendment or restatement be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the Board of Trustees from adopting the proposed amendment or the proposed restated Articles of Incorporation, as the case may be, in a modified form which is not identical to that described or set forth in the notice for such meeting.

Article 1X

In the event that the Foundation is dissolved, after all liabilities and obligations of the Foundation are paid or provision is made therefore, the Humanity for Africa Foundation remaining assets shall be distributed to such person, persons, organization or organizations as the Trustees shall recommend. Any of such assets not so disposed of shall be disposed of by the Probate Court of the county in which the principal office of the Foundation is located.

Article X

A Trustee of the Foundation shall not be personally liable to the Foundation for monetary damages for any act or omission in such trustee’s capacity as a trustee, except that this Article does not authorize the elimination or limitation of the liability of a trustee to the extent the trustee is found liable for: (i ) a breach of the trustee’s duty of loyalty to the Foundation; (ii) and act or omission not in good faith that constitutes a breach of duty of the trustee to the Foundation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the trustee received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the trustee’s office; or (iv) an act or omission for which the liability of a trustee is expressly provided by an applicable statute. The foregoing elimination of liability to the Foundation shall not be deemed exclusive of any other rights, limitations of liability or indemnity to which a trustee may be entitled under any other provision of the Articles of Incorporation or Bylaws of the Foundation, contract, or agreement, vote of the Board of Trustees, principle of law or otherwise. In addition to the circumstances in which a trustee of the Foundation is not personally liable as set forth in the foregoing provisions of the Article, the liability of a trustee shall be eliminated to the full extent permitted by any amendment to the New Jersey Miscellaneous Corporation Laws Act or the New Jersey Non-Profit Corporation Act hereafter enacted that further eliminates or permits the elimination of the liability of a trustee.

Article X1

The Foundation shall indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding (as hereafter defined) because the person (I) is or was a trustee or officer of the Foundation or (ii) while a trustee or officer of the Foundation, is or serving at the request of the Foundation as a Director, officer, partner, venturer, proprietor, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or another enterprise against all expenses, to the fullest extent that a corporation may grant indemnification to a trustee under the New Jersey Non-Profit Corporation Act, as the same exits or may hereafter be amended.

Article X11

Any action required or permitted to be taken at any meeting of trustees or committee members may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by a sufficient number of trustees or committee members, as the case may be, as would be necessary to take that action at a meeting at which all persons entitled to vote on the action were present and voted. Prompt notice of the taking of any action by trustees or a committee without a meeting by less than unanimous write consent shall be given to those directors or committee members who did not consent in writing to the action.

Article X111

The initial registered offices of the Foundation are:
13-15 Underwood Street Newark, NJ 07106 and
1446 Gregory Avenue, Union, New Jersey, 07083 and the name of the initial registered agent at such address is Okems Innocent Okemezie.

Article X1V

The name and address of the Incorporator of the Foundation are: Okems Innocent Okemezie, 13-15 Underwood Street, Newark, New Jersey, 07106.