1. The Foundation is a private Foundation, a non-stock coporation not having a share capital. These regulations constitute the articles of the Foundation.

2. In these articles: “the Foundation” means the Foundation intended to be regulated by these articles;
“the Act” means the Foundations/Companies laws and regulations including any statutory modification or re-enacment thereof for the time being in force;
“the articles” means these Articles of Incorporation of the Foundation;
“clear days” in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“executed” includes any mode of execution;
“feeder schools” means all Schools within the community envisaged . “the memorandum” means the memorandum of Incorporation of the Foundation;
“office” means the registered office of the Foundation;
“representative trustees” means the trustees referred to in Article 28;
“School” means the a place of learning, home school, Storing group, elementary, High School, Seminary or Community College or University;
“Ge seal” means the common seal of the Foundation if it has one;
“secretary” means the secretary of the Foundation or any other person appointed to perform the duties of the secretary of the Foundation, including a joint, assistant or deputy secretary;
“the trustees” means the directors of the Foundation (and “trustee” has a corresponding meaning);
“the country” means USA, Cameroon and any such places where the foundation has business.
words importing the masculine gender only shall include the feminine gender. Subject as aforesaid, words and expressions contained in these Articles shall, unless %e context requires otherwise, bear the same meaning as in the Act.

3.(1) The subscribers to the memorandum and such other persons or organizations as are admitted to membership in accordance with the rules made under Article 65 shall be members of the Foundation. No person shall be admitted a member of the Foundation unless his application for membership is approved by the tnistees.
3.(2) Unless Ge trustees or the Foundation in general meeting shall make other provision under Article 65, the trustees may in their absolute discretion permit any member of the Foundation to retire, provided that after such retirement the number of members is not less than two.

4. The Foundation shall hold an annual general meeting each year in addition to any other meetings in that year, and shall specify ie meeting as such in the notices calling it; and not more %an fiAeen months shall elapse between the date of one annual general meeting of the Foundation and that of the next; Provided that so long as the Foundation holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such times and places as the trustees shall appoint. All general meetings oler than annual general meetings shall be called ex4aordinary general meetings.
5. The trustees may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an exRaordinary general meeting for a date not less than eight weeks aBer receipt of the requisition. If there are not within the country sufficient trustees to call a general meeting any tnistee or any member of the Foundation may call a general meeting.

6. An annual general meeting and an ex4aordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a trustee shall be called by at least Venty one clear days’ notice. All other extraordinary general meetings shall be called by at least fourteen days notice but a general meeting may be called by shorter notice if it is so agreed:
(1) In the case of an annual general meeting, by all the members entitled to attend and vote; and
(2) In the case of any other meeting by a majority in number of members having a right to attend and vote, being a majority together holding not less than 95 per cent of the total voting rights at ie meeting of all the members.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify Ge meeting as such the notice shall be given to all the members and to the trustees and auditors.
7. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting; Provided the Foundation may also make a resolution by consultation over the phone and the decision of the Trustee recorded by a duly authorized officer of the Foundation.

8. No business shall be transacted at any meeting unless a quorum is present. [Five] persons entitled to vote upon the business to be transacted, each being a member or a duly authorized representative of a member organization, or one tenth of the total number of such persons for the time being, whichever is the greater, shall constitute a quorum.
9. If a quorum is not present within half an how kom the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the trustees may determine.
10. The chaiiman, if any, of the trustees or in his absence the vice-chairman of the trustees shall preside as chairman of the meeting, but if neither the chairman nor vice chairman be present within fideen minutes after the time appointed for holding the meeting and willing to act, the trustees present shall elect one of their number to be chairman and, if there is only one trustee present and willing to act, he shall be chairman.
11. If no trustee is willing to act as chairman, or if no trustee is present within fiheen minutes añer Ge time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
12. A trustee shall, notwi%standing lat he is not a member, be entitled to attend and speak at any general meeting.
13. The chairman may, with the consent of a meeting at which a quorim is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be 4ansacted at an adjourned meeting other than business which might properly have been transacted at %e meeting had adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be Cansacted. Otherwise it shall not be necessary to give any such notice.
14. A resolution put to the vote of a meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:
(l) By the chairman; or
(2) By at least [two] members having the right to vote at the meeting; or
(3) By a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
15. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against the resolution.
16. The demand for a poll may be withdrawn before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
17. A poll shall be taken as the chairman directs and he may appoint scrutinizers (who need not be members) and fix a time and place for declaring Ge results of the poll. The result of the poll shall be determined to be the resolution of the meeting at which the poll is demanded.
18. In the case of in equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
19. A poll demanded on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman directs not being more than thirty days aher the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
20. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In other cases at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.

21. Subject to Article 18, every member shall have one vote.
22. No member shall be entitled to vote at any general meeting unless all moneys then payable by him to the Foundation have been paid.
23. No objection shall be raised to the qualification of any voter except at the meeting or adjowned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be refered to the chairman whose decision shall be final and conclusive.
24. A vote given or poll demanded by the duly authorized representative of a member organization shall be valid notwithstanding the previous determination of the authority of the person voting or demmding a poll unless notice of the determination was received by the Foundation at the office before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
25. Any organization which is a member of the Foundation may by resolution of its Council or other governing body auGorize such person as it thinks fit to act as its representative at any meeting of the Foindation, and the person so authorized shall be entitled to exercise the same powers on behalf of the organization which he represents as the organization could exercise if it were an individual member of the Foundation.

26. The number of trustees shall not be fewer than five and (unless otherwise determined by ordinary resolution) shall not be more than Velve.
27. The first trustees shall be those persons named in the statement delivered pwsuant to the law, who shall be deemed to have been appointed under the articles. Future trustees shall be appointed as provided subsequently in the articles.

28. The following persons will be trustees:- (l) One person appointed by the Local Government or County Council who (subject to Article 29) will hold office for a period of fow years from the date of appointment.
(2) One person appointed by the Local donating/Land-owning Family who (subject to Article 29) will hold office for a period of fow years Aom the date of appointment.
(3) One person appointed by the joint decision of the governing bodies of the feeder schools who (subject to Article 29) will hold office for a period of fow years Aom the date of appointment.
(4) One person appointed by the School or Regional College who (subject to Article 29) will hold office for a period of four years from the date of appointment.
(5) One person appointed by the members of the Foundation who at the date of his appoinment must be a parent of a pupil of the School. Such person will (subject to Article 29) hold office for a period of fow years from the date of appointment notwithstanding that dwing such period his child ceases to be a pupil of the School.
(6) The PrincipaVRector of the School who will hold office for such period as he remains Principal/Rector.
(7) The Chair of the Governing Body of the School who will hold office for such pefiod as he remains Chair.
29. Any person who is appointed as a trustee by the various bodies referred to in Articles 28(1), (2), (3), (4) and (5) above may be replaced during his period of office by his appointers. Subject thereto and to the Act and Article 40 no such trustee shall be required to retire or shall otherwise be removed from his office.

30. Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the Foundation shall be managed by Ge trustees who may exercise all the powers of the Foundation. No alteration of the memorandum or the articles and no such direction shall invalidate any prior act of the trustees, which would have been valid if that alteration had not been made or fat direction had not been given. The powers given in this article shall not be limited by any special power given to the trustees by the articles and a meeting of trustees at which a quorum is present may exercise all the powers exercisable by the trustees.
31. In addition to all powers hereby expressly conferred upon them and wilout detracting kom the generality of their powers under the articles the trustees shall have the following powers, namely:
(1) To expend the funds of the Foundation in such manner as they shall consider most beneficial for the achievement of the objects and to invest in the name of the Foundation such part of the funds as they may see fit and to direct the sale or transposition of any such invesments and to expend the proceeds of any such sale in furtherance of the objects of the Foundation;
(2) To enter into contracts on behalf of the Foundation.

32. At the first annual general meeting all the trustees the original incorporators shall be Trustees for life, the representative trustees shall be appointed for a term of four years, and at every subsequent annual general meeting one-third of such trustees who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one third shall retire kom office; but if there is only one trustee who is subject to retirement by rotation, he shall retire.
33. Subject to the provisions of the Act, the trustees to retire by rotation shall be those who have been longest in office since their last appoin%ent or reappoinment, but as beVeen persons who became or were last reappointed trustees on Ge same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. 34. If the Foundation at the meeting at which a trustee retires by rotation, does not fill the vacancy the retiring trustee shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the trustee is put to the meeting and lost.
35. No person other than a tnistee retiring by rotation or a representative trustee shall be appointed or reappointed a trustee at any general meeting unless:
(l) he is recommended by the trustees; or
(2) not less than fowteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Foundation of Ge intention to propose that person for appoinment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Foundation’s register of tnistees together with a notice executed by that person of his willingness to be appointed or reappointed.
36. No person may be appointed as a trustee:
(1) if they are under the age of 18 years; or
(2) in circumstances such that, had he already been a trustee, he would have been disqualified kom acting under the provisions of Article 40.
37. Not less than seven nor more than Venty-eight clear days before the date appointed for holding a general meeting notice shall be given to all persons who are entitled to receive notice of the meeting of any person (other than a trustee retiring by rotation at the meeting) who is recommended by the trustees for appointment or reappointment as a trustee at the meeting or in respect of whom notice has been duly given to the Foundation of the intention to propose him at the meeting for appointment or reappointment as a trustee. The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the Foundation’s register of trustees.
38. The tnistees may appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee provided that the appoinment does not cause the number of trustees to exceed any number fixed by or in accordance wi% %e articles as the maximum number of trustees. A trustee so appointed shall hold oface only until the next following annual general meeting and shall not be taken into account in determining the trustees who are to retire by rotation at the meeting.
If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.
39. Subject as aforesaid, a tnistee who retires at an annual general meeting may, if willing to act, be reappointed.

40. A trustee shall cease to hold office if he:
(1) Ceases to be a trustee by virtue of any provision in the Act or is disqualified from acting as a trustee by virtue of the law (or any statutory re-enactment or modification of that provision) or any section of the Laws of the State of Maryland;
(2) Becomes incapable by reason of mental disorder, illness or injwy of managing and administering his own affairs;
(3) Resigns his office by notice to the Foundation (but only if at least five trustees will remain in office when the notice of resignation is to take effect); or
(4) Is absent without the permission of the trustees kom all their meetings held within a period of six months and the trustees resolve that his office be vacated.

41. The trustees may be paid all reasonable traveling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Trustees or committees of trustees or general meetings or otherwise in connection with the discharge of their duties but shall otherwise be paid no remuneration.

42. Subject to Ge provisions of the Act and to Clause 5 of the memorandum, the trustees may appoint one or more of their number to the office of Chief Executive Officer (CEO) or to any other executive office under the Foundation. Any such appointment may be made upon such terms as the trustees determine. Any appointment of a trustee to an executive office shall terminate if he ceases to be a trustee. A CEO and a trustee holding any other executive office shall nevertheless be subject to retirement by rotation.
43. Except to the extent permitted by clause 5 of the memorandum no trustee shall take or hold any interest in property belonging to the Foundation or receive remuneration or be
interested otherwise than as a trustee in any other contact to which the Foundation is a

44. Subject to the provisions of these articles, the trustees may regulate their proceedings as they think fit. A trustee may, and the secretary at the request of a tnistee shall, call a meeting of the tmstees. It shall not be necessary to give notice of a meeting to a trustee who is absent kom the country. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
45. The quorum for the kansaction of the business of the trustees shall not be less than one third of their number unless one of the items to be considered at the meeting of trustees is the election of a person to serve as a member of the governing body of the School in which case %e quorum for that meeting shall not be less then Vo thirds of their number. 46. The trustees may act notwithstanding any vacancies in their number, but, if the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the puqose of filling vacancies or of calling a general meeting.
47. The trustees may appoint one of their number to be the chairman and one to be vice chairman and may at any time remove either of them from that office. The kustee appointed as chairman shall preside at every meeting of trustees at which he is present. But if there is no trustee holding that office, or if the trustee holding it is unwilling to preside or is not present within five minutes aher the time appointed for the meeting, the vice chairman shall be chairman of the meeting.
48. The trustees may appoint one or more sub-committees consisting of three or more trustees for the purpose of making any inquiry or supervising or perfoming any function or duty which in the opinion of the trustees would be more conveniently undertaken or carried out by a sub-commiñee: provided that all acts and proceedings of any such sub- committees shall be fully and promptly reported to the trustees.
49. All acts done by a meeting of trustees, or of a committee of trustees, shall, notwithstanding that it be aherwards discovered that there was a defect in the appointment of any trustee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a trustee and had been entitled to vote.
50. A resolution in writing, signed by all the trustees entitled to receive notice of a meeting of trustees or of a committee of trustees, shall be as valid and effective as if it had been passed at a meeting of trustees or (as the case may be) a committee of trustees duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the trustees.
51. Any bank account in which any part of the assets of the Foundation is deposited shall be operated by the trustees and shall indicate the name of the Foundation. All checks and orders for the payment of money from such account shall be signed by at least two trustees.

52. Subject to the provisions of law, the CEO, Vice-President, Secretary, Treaswer shall be appointed by the trustees for such term, at such remuneration (if not a trustee) and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

53. The trustees shall keep minutes in books kept for the pwpose:
(1) Of all appointments of officers made by the tnistees; and
(2) Of all proceedings at meetings of the Foundation and of the mistees and of committees of trustees including the names of the trustees present at each such meeting.

54. The seal shall only be used by the authority of the trustees or of a committee of trustees auGorized by the trustees. The trustees may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a trustee and by the secretary or by a second trustee.

55. Accounts shall be prepared in accordance with the provisions of the laws of the land.

56. The trustees shall comply with their obligations under the Laws (or any statutory re- enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the auGorized body.

57. The trustees shall comply with their obligations under the Laws of the land the respective Foundation/Companies is siNate (or any statutory re-enactment or modirication of that Act) with regard to the preparation of an annual return and its kansmission to the authorized agency.

58. Any notice to be given to or by any person pwsuant to the articles shall be in writing and recorded in the Foundation books, except that a notice calling a meeting of the trustees need not be in writing and the meeting could be held by phone, internet or such communication tools are as chosen.
59. The Foundation may give any notice to a member either personally or by sending it by phone, e-mail or post in a prepared envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the country and who gives to the Foundation an adAess within the country at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Foundation.
60. A member present in person at any meeting of the Foundation shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.
61. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given or an e-mail copy. A notice shall be deemed to be given at the expiration of 48 hows after the envelope containing it was posted or the e-mail was sent.

62. Subject to %e provisions of the Act every trustee or oGer officer or auditor of the Foundation shall be indemnified out of the assets of the Foundation against any liability incwed by him in lat capacity in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or in connection with any application in which relief is granted to him by the cowt Aom liability for negligence, default, breach or duty or breach of trust in relation to ie affairs of the Foundation.

63. The trustees shall be entitled to appoint five persons (or such other number as may Aom time to time be specified under the [Law/Education Acts]) to serve as members of the governing body of the School/corporation. Any such appointment will be made subject to the provisions of the Law and the Instrument of Government of the SchooUcorporation.
64. The persons appointed by the trustees to serve as members of the governing body of the School/corporation may either be existing trustees or third parties at the entire discretion of the Trustees.

65. (1) The trustees may kom time to time make mch rules or bylaws as they may deem necessary or expedient or convenient for the proper conduct and management of the Foundation md for the purposes of prescribing classes of and condition of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate:
(i) The admission and classification of members of the Foundation (including Ge admission of organizations to members) and the rights and privileges of such members, and %e conditions of membership uid lhe tennis on wfiich members may resign or have their membersfiip terminated and the enhance fees, subscriptions and other fees or payments to be made by members;
(ii) The conduct of members ofthe Foundaûon in relation to one another, and the Foundaûon’s servant;
(iü) The seäing aside of the whole or any part or parts of the Foundation’s premises at any particule time or ümes or for any particular purpose or purposes;
(iv) The procedwe at general meetings nd meetings of the trustees and committees of the trustees in so far as such procedwe is not regulated by the articles;
(v) Generally, all such maäers as ue commonly the subjœt mater of Foundaûon rules.
(2) The Foundation in general meeting shall have power to alter, add to or repeal the niles or bye laws and the trustees shall adopt such means as they tbink sufficient to bring to the notice of members of the Foundation all such rules or bylaws, which shall be binding on all members of the Foundation. Provided that no mle or bylaw shall be inconsistent with, or shall aAect or reped anything contained in, the memorandum or articles.