Approved by
Board of Directors
December, 12, 1998

Article I.  NAME OF ORGANIZATION AND REGISTRATION
 

Name	CIS Development Foundation, Inc.
Date & Place of Establishment	November, 1993,  New Jersey, USA.
Incorporation	Incorporated in the State of New Jersey (USA) on May 17, 1994 under  the Title 15A:2-8 New Jersey Domestic Nonprofit Corporation act.   Registration Number: 22-3304404.
Charitable Registration	Registered as a Charitable Organization (CR-I) in the Department of Law and Public Safety (State of New Jersey) on May 23, 1994 under the Charitable Fund Raising act of 1971 (N.J.S.A. 45:17A-1). Registration Number: CH0639700.
Tax-exempt status	Registration Registered as a Tax-exempt Organization by the Department of the Treasury of Internal Revenue Service, February 6, 1995. Case Number 524329017. Exempt Organization Permit: EO-223-304-404/000.
USAID Registration	Registered by the US Agency for International Development as a Private Voluntary Organization on April 3, 1998. Registration No.: A8005

Article II. PURPOSE OF ORGANIZATION

A.  The main purpose of CIS Development Foundation, Inc. is to provide charitable aid to citizens and organizations of the Commonwealth of Independent State (C.I.S.) and other former USSR republics.  The mission of CISDF is to for the mutual benefit of America and the CIS assist in the revival of CIS’s economy and cultural heritage by providing them with medical supply and equipment, clothing, food, office equipment, appliances, household items, etc., hereinafter mentioned as items.

B.  All activities of CISDF are exclusively under Section 501 (c)(3) of the Internal Revenue Code.  CISDF will distribute donated  items to CIS predominatingly through nonprofit organizations and governmental units.  In particular case, CISDF distributes donated items directly to recipients. CISDF will coordinate, control, and inspect the final distribution of all donated items.
 

Article III. PRINCIPLES OF RENDERING ASSISTANCE

A.A.  The general principle of rendering assistance to citizens and organizations in the C.I.S. is by  promoting technological development in the C.I.S.  We are not only providing goods and services, but we are promoting the creation of similar goods and services in the C.I.S.  Therefore, our motto is: "Not to feed, but to promote in the creation of food".

B. No part of the net earnings of CISDF shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that CISDF shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3).

C. No substantial part of the activities of CISDF shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and CISDF  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.

D. Notwithstanding any other provision of these articles, CISDF shall not carry on any other activities not permitted to be carried on (a) by organization exempt from Federal income tax under Section 501(c)(3) of Internal Revenue Code (or corresponding  section  of any  future  Federal  tax  code  or  (b)  by  the organization,  contributions  to  which are  deductible  under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax Code).
 

Article IV. MAIN METHODS AND PRINCIPLES OF ACTIVITY

A. The activity of C.I.S. Development Foundation, Inc. includes:

• Collection of non-cash donations in the form of medical supply and equipment, clothing, food, office and industrial equipment, appliances and household items in the USA;
• Collection of cash donation for the supporting of activities of CISDF, including paying off  transportation, warehousing, packing, and refurbishing;
• Purchasing of new, and repairing of used and obsolete computers, office and industrial equipment, appliances, household items;
• Delivery of medical supply, clothing and food, computers, office and industrial equipment, medical equipment, appliances and household items, to the C.I.S.;
• Distribution of medical supply, clothing and food, computers, office and industrial equipment, medical equipment, appliances and household items to schools (including preschools), boarding schools, hospitals and the poor of the C.I.S.;
• Distribution and  installation of the modern equipment and technologies to enterprises, mainly small and middle-sized, in the C.I.S.

C. Refurbishing, repair, warehousing, transportation and other business transactions will be performed with the assistance of specialized companies acting as independent contractors. The payments for these services will be made from donor's  financial  support.

D. The distribution of the donations will be controlled by CISDF’s authorized domestic representatives or subsidiaries in coordination with the Executive Body of CISDF.  Each distribution transaction will be regulated by agreement.  The main condition of every such agreement will be the performance of the control and inspection to ensure that donated items will be used only for 501(c)(3) purposes.  In the case of final distribution of the donations to the C.I.S. enterprises,  one of the condition of these agreements will be the obligatory distribution of the part of the production for charitable purposes.
 

Article V. ORGANIZATIONAL STRUCTURE

A.  CISDF is a membership organization. It consists of Board of Directors, Executive Body and Fund Raising Committees. Board of Directors and Fund Raising Committees are volunteers.  The activity of CISDF is performed by the Fund Raising Committees and Specialized Companies (as independent contractors).  The management of the organization is performing by the Board of Directors and Executive Body.

B. The Board of Directors include representatives of social, public and governmental organizations.  The representatives of private companies or private persons can be members of the Board of Directors only if they act exclusively for 501(c)(3) purposes.  For the most effective management, the Board of Directors should not include more than ten persons.  The meetings of the Board of Directors are held no less than one time per month.  The Board of Directors makes general  decisions on organizational management, including approvals of the candidates for the Board of Directors, Executive Body and the position of the President of the organization as well as leaving the authorizations and opening affiliates, subsidiaries, and representatives.  Any decisions by the Board of Directors become valid if they are approved by the majority of the members of the Board of Directors.

C.  The Board of Directors and key officers of C.I.S. Development Foundation, Inc. are as follows:

Name Title & Responsibility Representation
 

Alexander Bondarev, Ph.D.	Chairman of the Board
Sergi K. Kaminsky	Director of Sponsorship
Maria Bondareva	Acting President (CISDF)
V. Rev. George Kallaur	Director of Public Relations, Spiritual Advisor

* The Secretary of the Board is Olga Welsh - Director of Humanitarian Assistance  of CISDF.

Four seats on the Board of Directors are offered to representatives of the public.

Article VI. EXECUTIVE BODY.

The Executive Body performs the day-to-day management, including the internal coordination and the coordination between the Fund Raising Committees, Affiliates and Independent Contractors. The Executive Body includes Presidents, Vice-presidents, Managers and The Executives.  The Executive Body performs the works described in article 4(a).

B. The proposed structure of the Executive Body is showed on the enclosed scheme.  The duties of the managers and executives of the Executive Body will be amended in the By-laws according to the development of the activity by CISDF.
 

Article VII. ACCOUNTING & FINANCE.

A. The accounting operations for CISDF are performed by the independent accountants and Finance Officers.  They are not  included in the Executive Body.  They fulfill the orders and directions exclusively by the Board of Directors. The relationship between CISDF and independent  accountants and Finance Officers will be specified by contracts.  Accountants and Finance Officers are not volunteers.  Their fees will be paid from CISDF’s donor's cash donations according to the terms and conditions of the contracts.

B. All accounting and finance operations are performed according to the Federal and New Jersey laws and regulations.

C. The fiscal year of C.I.S. Development Foundation, Inc. ends on May 31.

Article VIII. MODIFICATIONS AND AMEDMENTS OF BY-LAWS.

A. All modifications and amendments to the By-laws are made by the decisions of the Board of Directors.