To the Secretary of State of the State of Iowa:

I, the undersigned, acting as incorporator, for the purpose of forming a nonprofit corporation under the Iowa Nonprofit Corporation Act, do hereby make and adopt the following Articles of Incorporation:

1. NAME.  The name of this corporation is Center for Orphans Welfare.

1. NOT FOR PROFIT.  The corporation is a corporation not for profit as defined in Section 504A.3 Iowa Statutes.  The corporation is not formed for pecuniary profit.  No part of the income or assets of the corporation is distributable to or for the benefit of its members, directors, officers, except to the extent permissible under law.

1. COMMENCEMENT OF CORPORATION EXISTENCE AND DURATION.  This corporation shall commence its existence upon the date and time of filing with the Secretary of State.  The duration of the corporation is perpetual.

1. GUIDELINES AND PURPOSES.  The corporation is organized and shall be operated under the following guidelines and exclusively for the following purposes:

a. The Corporation is organized for educational and charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501(c)(3) of the Internal Revenue code of 1986 (or the corresponding provisions of any further United States Internal Revenue Law), and more specifically to receive and administer funds for such charitable and educational purposes, all for the public by bequest, devise, gift, purchase or lease, either absolutely or in trust for such objects and purposes or any of them, any property, real, personal or mixed, without limitation as to amount of value, except such limitations, if any, as may be imposed by law; to sell, convey and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the income therefrom for any of the before-mentioned purposes, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received; to receive any property, real personal or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purposes or any of them, and in administering the same to carry out the directions, and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principal as well as the income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received, but no gift, bequest or devise of any such property shall be received and accepted if it be conditioned or limited in such manner as shall require the disposition of the income or its principal to any person or organization other than an “exempt organization” or for other than “exempt purposes” within the meaning of §501(c)(3)  of the Internal Revenue Code of 1986, as now in force or afterward amended, or as shall in the opinion of the Board of Directors, jeopardize the federal income tax exemption of the Corporation pursuant to §501(c)(3) of the Internal Revenue Code of 1986, as now in force or later amended; to receive, take title to, hold, and use the proceeds and income of stocks, bonds, obligations or other securities of any corporation or corporations, domestic or foreign, but only for the foregoing purposes, or some of them; and, in general, to exercise any, all and every power for which a non-profit corporation organized under the applicable provisions of the Code of Iowa for scientific, educational, and charitable purposes all for the public welfare, can be authorized to exercise, but only to the extent the exercise of such powers are in furtherance of exempt purposes.

b. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its 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.  No substantial part of the activities of the Corporation shall be the carrying on a propaganda or otherwise attempting to influence legislation (except that, if the corporation so elects, it may make such expenditures in conformity with §501(h) of the Internal Revenue Code) and the Corporation shall not participate in or intervene in (including publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.  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 of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under §170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

(c)  Included among the educational and charitable purposes for which the Corporation is organized, as qualified and limited by subparagraphs (a) and (b) of this Article 4 are the following:

(i) To improve the welfare of orphans and vulnerable children living in Moyo and Adjumani Districts of Uganda and other parts of southern Africa with the promotion of secondary education and vocational training which is missed by most orphans and vulnerable children in the districts.

1. To identify bona fide orphans and vulnerable children in Moyo and Adjumani Districts and other parts of southern Africa for documentation through the established administrative channels.

1. To promote advocacy, networking, and collaboration in education of orphans and vulnerable children with other institutions of learning, NGOs and Charitable Organizations.

1. To embark on income generating activities for sustainable development of this project.

1. To raise funds for the welfare and education of orphans and vulnerable children registered with the Center for Orphans Welfare.

1. To identify psychosomatic disorders in orphans and vulnerable children with an intent to assist them through voluntary counseling and psychosomatic treatment.

1. To empower orphans and vulnerable children through training and voluntary participation in agricultural production, afforestation, environmental management, carpentry and fish farming.

1. To sponsor secondary education for orphans and vulnerable children from 13 years and above.

1. To do other things that will ensure people respect and support orphans and vulnerable children in African communities.

(x) To acquire by gift, lease, purchase or otherwise, own, hold, have and use and take possession of and enjoy in fee simple, or otherwise, any personal, real or mixed property necessary for the uses and purposes of this corporation; and to sell, lease, deed in trust, alien or dispose of the same at the pleasure of the corporation and for the uses and purposes for which this corporation is formed.

(xi) To enter into any and all lawful contracts and obligations essential or convenient for the transaction of the affairs of the corporation for any of the purposes of these articles and to borrow money and issue notes, bills and evidence of indebtedness or mortgage, as the corporation may deem advisable, within the limits approved by its bylaws, and do any other thing necessary, suitable and proper for the accomplishment of any objects specified in these articles or which may at any time appear conducive to or expedient for the interests or benefits of this corporation or its members, consistent with the objects and character of this corporation.

(xii) To expense moneys received, collected or earned by this corporation from all sources whatever for the payment and discharge of all costs, expenses and obligations incurred by the corporation in carrying out any or all of the purposes for which this corporation is formed.

(xiii) To publish and circulate, through various forms of media, publications, internet websites, and documentary films relating to the activities of the corporation and matters of interest to the public.

(xiv) To do such other things as are incidental to the purposes of the corporation or necessary or desirable in order to accomplish them.

(xv) To do all and everything necessary, suitable and proper for the accomplishment of  any of the purposes or the attainment of any of the objects or the furtherance of any of the powers earlier set forth, either alone or in association with  organizations, corporations, firms, or individuals, and do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the aforesaid objects or purposes of any part or parts thereof, provided the same are not inconsistent with the laws under which this corporation is organized.

1. LIMITATION.  No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, or officers, but 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 Article 4 hereof.

1. MEMBERS.  The corporation shall have Voting Members who shall be selected as provided in the Bylaws and shall have all the rights and privileges of members of the corporation.

1. INITIAL REGISTERED OFFICE AND AGENT.   The street address of the initial registered agent of the corporation is 501 North 8th Street, PO Box 1448, Fairfield, IA 52556.  The name of its initial Registered Agent at that address is Drazi Ronald.

1. INITIAL BOARD OF DIRECTORS.  The management of the corporation shall be vested in a Board of Directors.  The number of directors constituting the initial Board of Directors is two.  The number of directors may be increased or decreased from time to time in accordance with the Bylaws.  The members shall elect the directors at the annual meeting of the members. The Bylaws may provide for an ex-officio and honorary directors, and their rights and privileges. The names and addresses of the initial directors of the corporation are:

Isaac W. Marknoll, P. O. Box 2704, Cedar Rapids, IA 52406

Drazi Ronald, P. O. Box 2704, Cedar Rapids, IA 52406

9. INCORPORATOR.  The name and address of the incorporator is Leonard R. Labagh, 501 N. 8th Street, P. O. Box 1448, Fairfield, IA 52556

10. BYLAWS.  The Bylaws of the corporation are to be made and adopted by the Board of Directors and may be altered, amended or rescinded only as provided by the Bylaws.

11. AMENDMENT.  The corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation or any amendment to them, and all rights and privileges conferred upon the members, directors or officers are subject to this reservation.

12. INDEMNIFICATION.  The corporation shall indemnify each officer and director, including former officers and directors to the full extent permitted by the Iowa Nonprofit Corporation Act.

These Articles of Incorporation were signed by the incorporator on the 1st day of November, 2005

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Leonard R. Labagh, Incorporator