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ARTICLES OF INCORPORATION
ARTICLE I - NAME AND DURATION The name of the corporation is Asia Pacific Regional Technology Centre and its duration is perpetual. ARTICLE II - TYPE OF CORPORATION This corporation is a public benefit corporation. ARTICLE III - REGISTERED AGENT AND STREET ADDRESS OF REGISTERED AGENT The initial Registered Agent of the corporation is David Atkin and he has consented to this appointment. The address and location of the Registered Agent is 590 W. 13th Avenue, Eugene, OR 97401. This address is for the service of legal process and papers. ARTICLE IV - MAILING ADDRESS The mailing address of the Registered Agent is P.O. Box 10008, Eugene, Oregon 97440. This is the address for mailing notices. ARTICLE V - VOTING MEMBERS Asia Pacific Regional Technology Centre does not have voting members as defined in Chapter 65 of the Oregon Revised Statutes. ARTICLE VI - DIRECTORS There are seven initial directors of the Asia Pacific Regional Technology Centre and they will hold office until their successors are elected either at the first regular annual election of Directors or earlier if necessary to fill a vacancy. The names and addresses of persons who are the initial directors of Asia Pacific Regional Technology Centre are as follows. Each director named has consented to this appointment: Donald Taylor, Syngenta Asia-Pacific Ltd, 33/F Tower 2, Lippo Centre, 89 Queensway, Hong Kong James C. Collins Jr., DuPont China Ltd, 1122 New World Office Building, 24 Salisbury Road, Tsimshatsui, Lowloon, Hong Kong Pierre-Louis Dupont, Aventis CropSciences, 54/A, Andheri Kurla Road, Andheri (East), Mumbai, India Cam Forgie, Dow AgroSciences Aust. Ltd., Forest Corporate Park, 20 Rodborough Road, Locked Bag 502, Frenchs Forest, NSW 1640 Australia Timothy M. Oviatt, APCPA, 28F Rasa Tower Bldg, 555 Pahonyothin Rd., Chatuchak, Bangtkok 10900, Thailand Nawaz Faleel, WorldView International Foundation, International Office, 12 Arethusa Lane, Colombo, Sri Lanka William Wyn Ellis, APRTC, 28F Rasa Tower Bldg, 555 Pahonyothin Rd., Chatuchak, Bangkok 10900, Thailand ARTICLE VII - PURPOSE AND POWERS This corporation is organized exclusively for charitable and educational
purposes within the meaning of §501(c)(3) of the Internal Revenue
Code (or the corresponding provisions of any future United States Internal
Revenue law). ARTICLE VIII - RESTRICTION ON ACTIVITIES Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under §501(c)(3) of the Internal Revenue Code, or the corresponding provision of any future federal tax code, or (b) by a corporation, contributions to which are deductible under §170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. ARTICLE IX - NO PRIVATE BENEFIT No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation. ARTICLE X - LIMITATION ON INFLUENCING LEGISLATION AND POLITICAL ACTIVITIES No substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation,
and the 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. ARTICLE XI - DISSOLUTION Upon the dissolution of the corporation, assets be distributed for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE XII - INDEMNIFICATION The corporation will indemnify its directors and officers to the fullest
extent allowed by Oregon law, provided, however, that in the event of
a settlement, the Board of Directors must approve any settlement in advance. ARTICLE XIII - INCORPORATOR The name and address of the Incorporator of Asia Pacific Regional Technology Centre is David E. Atkin, 590 W. 13th Avenue, Eugene, Oregon 97401. ARTICLE XIV - AMENDMENTS TO THE ARTICLES OF INCORPORATION The requirements for amending the Articles of Incorporation shall be those stated in the bylaws. I, the undersigned Incorporator, hereby witness and verify the foregoing Articles of Incorporation and certify under penalty of perjury that I have examined them and that they are the accurate, complete and sole Articles of Incorporation of Asia Pacific Regional Technology Centre.
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