National Educational Network, Inc. (NENI)

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Articles of Incorporation

NATIONAL EDUCATIONAL NETWORK, INC.

(revised as of October 25, 2007)

Be it known that, the undersigned, being over the age of eighteen years (the “incorporators”), in order to form a corporation pursuant to the provisions of Title 15A of the New Jersey Statutes annotated, does hereby certify:

Article I   Name/Registered OfficeThe name of this organization shall be the NATIONAL EDUCATIONAL NETWORK, INC.  (NENI).  The corporation’s registered office is located at 4006 Hana Road, Edison, NJ 08817.

Article II   Purposes NENI is a non-profit 501(c)(3) provider of professional development and technical support. The Corporation shall be organized and operated exclusively for the purpose of encouraging, soliciting, seeking and accepting contributions of money, grants, endowments, and property, real and personal, tangible and intangible, and to maintain, use and apply the property to or for the benefit of charitable organizations or educational facilities. NENI will operate for the benefit of at-risk and/or economically disadvantaged people and communities, through charitable and/or educational programs and services within the meaning of Section 501(c)(3) of the current Internal Revenue Code (or the corresponding provisions of any United States Internal Revenue Law).

Launching in 2005 as a response to a growing need for support to educators, non-profits and community based organizations, NENI was established as a national community development center particularly focusing on education, both academic and technology based and the cultural enrichment of, but not limited to, poor/disadvantaged people.  Through this outreach education, we will improve the life chances of the people we service, work toward closing the “achievement gap” between at-risk / economically disadvantaged and economically advantaged peoples and generally improve quality of life.  NENI is comprised of two key specialty groups, each aspiring to be at the forefront of work in its discipline, locally and nationally.

  1. COMMUNITY / ECONOMIC DEVELOPMENT GROUP: 
    1. Communities of Color:  This focuses on providing assistance to minority leaders, minority faith-based organizations or leaders /organizations serving economically disadvantaged high need areas including Abbott districts in the state of New Jersey and in general, relief of the poor. We will also focus on community and economic development programs. 
       
    2. Youth and Family

·        Parents and Providers: Professional Development for child care providers and parents / guardians including federal and state educational laws (such as No Child Left Behind), academic standards for parents, health education, and educational technology.

·        Academic Enrichment: (After-school, Saturday and Summer Programs): academic enrichment, health education, tutoring, counseling / mentoring, literacy, computer literacy, transition to adulthood, life skills, financial literacy, SAT and college prep programs.

·        Cultural and Athletic Activities:  We will provide wide-ranging programs including multi-cultural dance, art, poetry and music events.  We will expand the horizons of young people through field trips to various sporting events, museums and cross-cultural celebrations such as Juneteenth New Jersey (www.juneteenthnj.com)

·        Women in the Workforce and Single Motherhood:  We will focus on developing women leaders as well as female leadership in organizations supportive of advancement and equity issues.  We will also provide parenting/academic resources to single parents in an effort to improve the life chances of their children.

2.      ORGANIZATIONAL CAPACITY GROUP

  1. Educational Leadership Services:  Including seminars, conferences, and/or on-line resources for educators, child care providers, human service workers, and family members on a variety of topics.
  2. Executive Leadership Services:  Provide community leaders (especially those representing youth /family orientated organizations) with the management tools, strategies and support necessary to shape change in their communities.
  3. Financial and Governance: This team of professionals train, coach, and support nonprofits in:  Understanding the complexities of nonprofit and school finance, selecting and enhancing accounting systems, developing budgets, submitting grant budget modifications, creating quality financial reports and analyzing financial information.  We will assist in the development of:
bulletBusiness Plans
bulletLong Term Strategic Plans / Action Plans
bulletPublic Relations / Marketing Plans
bulletInformation Technology / Websites
bulletFundraising Plans

With a combination of grant management and professional development training, NENI leaders plan to work with many of the most innovative organizations in the nonprofit sector.

NENI shall promote the dissemination of information about work in progress, new discoveries and new results, organize periodic conferences and/or seminars addressing various aspects of leadership and organizational capacity, facilitate full access to and the rapid publication of source materials, identify priorities for research and seek to facilitate such projects, etc. NENI shall be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 2005 as amended or corresponding provisions of future law (the “Code”).

Article III   Limitations.  At all times, the following shall operate as conditions restricting the operations and activities of the corporation:

  1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Cole of 1986, as now enacted or hereafter amended, nor to any board member or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
  2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or opposition to, any candidate for pubic office; and
  3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.
  4. The corporation shall not lend any of its assets to any officer or director of this corporation (unless such loan program is regularly conducted as part of the activities of the organization and the qualifications of the individual to participate in same is determined by a panel comprised solely of non-Board members) or guarantee to any person the payment of a loan by an officer or director of this corporation.
  5. The corporation does not discriminate on the basis of age, race, religion, color, disability, sex, national origin or other protected classification.
  6. No substantial part of the Corporation's activities shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Article IV   Powers. Subject to the provisions of these Articles, the organization shall have full power and authority to perform any lawful acts and to exercise any rights not otherwise limited by law. Without limiting the generality of the foregoing, the organization shall have all rights and powers of any incorporated organization under the laws of the State of New Jersey.

Article V   Officers. Full management and control of the affairs of this organization is vested in the Board of Directors of NENI, whose number, term and method of election is set forth in the By-Laws. The names and addresses of the persons who shall serve on the Board of Directors until their successors are elected are:

 

Name

Title

1

Dana Wilson

President & CFO/ Treasurer

2

Roland Laird

Board Member

3

Taneshia Laird

Board Member

4

Michael Rose

Board Member

5

Rev. Steven Wilson, Sr.

Board Member/Executive Director

Article VI  Debt Obligations and Personal LiabilityNo member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation. Every current or former corporate, agent of the Corporation (as defined in N.J.S. 15A:3-4) shall be entitled to indemnification to the full extent provided in the New Jersey Nonprofit Corporation Act as in effect from time to time. The Corporation may purchase insurance for indemnification.

Article VII  Dissolution.  Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal 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 disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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 VIII Bylaws  The voting members of the Corporation shall have the power to make, amend, and repeal such bylaws as it may deem proper for the management of the affairs of the Corporation.

Article IX   Incorporator (s).  The incorporator(s) of this corporation are:

  1. Dana Wilson, 4006 Hana Road, Edison, NJ 08817 and
  2. Jack Mandel, 31 Lucille Court, Edison, NJ 08820

__________________________                                      ________________________

Dana Wilson, President/Treasurer/Co-Founder                  Jack Mandel, Co-Founder

 

Registered Agent: Dana Wilson

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