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                                                CORPORATE RULES


                         THE UNIVERSITY OF THE STATE OF NEW YORK

                                      EDUCATION  DEPARTMENT

    STATE OF NEW YORK                :   

                                                            :           SS. : 04-3728123

    COUNTY OF ALBANY                :

                             Pursuant to the provisions of section 216 of the Education Law and section 104, subdivision (e) of Not -For- Profit Corporation Law, consent is hereby given to the filing of the annexed certificate of incorporation of F.H.E.D. INCORPORATED, a Not - for - Profit corporation.

                            This consent to filing, however, shall not be construed as approval by the Board of Regents, the Commissioner of Education or the State Education Department of the purposes or objects of such corporation, nor shall it be construed as giving the officers or agents of such corporation the right to use the name of the Board of Regents, the Commissioner of Education, the University of the State of New York or the State Education Department in its publications or advertising matter.

                           This consent to filing is granted with the understandings and upon the conditions set forth on the reverse side of this form.  (See it below)

     IN WITNESS WHEREOF this instrument is executed and the seal of the State Education Department is affixed this 26th day of September, 2002

    Richard P. Mills

    Commissioner of Education

    By:  Richard L. Nabozny

     Senior Attorney

   

    The FHED, Inc stands for participating to worldwide development in helping to the socials formation and integration of the poorest populations.

    The FHED, Inc is organized to provide financial aid for the underprivileged in the United States and foreign countries, to obtain health insurance and scholarship funds. To provide free food to the most needy.

    To provide information to help keep children off drugs and alcohol.   To provide information on health care.

    To provide the facilities intended to be provided for entertainment, recreational athletics, and sports.

    To bring humanitarian care to the poor. To set up a craft workshop to encourage the use of local products and natural resources in various areas. To help the underprivileged to become more self-sufficient.

    To create kid and youth programs in rural and the suburb areas, making crèches, refugees receiving center, orphanages, professional schools, health and nutritions centers. Specially adults in rural area these objectives consist to encourage agriculture, soils conservation, ecological movement, construction of irrigation canals, improvement of communication ways, medical center, formal and informal education centers.

    To lease, and by gift, devise or purchase, to own and operate real estate for such purpose; and to solicit donations and to accept money or personal property in aid of such purpose and to maintain the same.

    In natural disaster, in International and national disaster the FHED, Inc intend to intervene with well trained staff to the field for this purpose.

    The corporation is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code.

    To do any other act or thing incidental to or connect with foregoing purposes or in the advancement thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers.

    Nothing herein shall authorize this Corporation, directly or indirectly, to engage in or include among its purposes any of the activities mentioned in non-for-profit Corporation Law Section 404 (b) through (u).

    In furtherance of its corporate purposes, the corporation shall have all general powers to solicit grants and contributions for corporate purposes.

    Notwithstanding any other provision of these articles, the corporation is organized for one or more of the purposes as specified in Section 501 (c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Internal Revenue Code 501 (c)(3) or corresponding provisions of any subsequent Federal tax laws.

    No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, director, officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.

    No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue code 501 [h] or participating in or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

    In the event of dissolution, all of the remaining assets and property of the corporation, shall, after necessary expenses thereof, be distributed to other organization exempt under Internal Revenue Code 501 (c)(3), or corresponding provisions of any subsequent Federal Tax laws, or the Federal Government, or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.

    In any Taxable year in which the corporation is a private foundation as described in Internal Revenue Code 509 (a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Internal Revenue Code Section 4942, and the corporation shall not (A) engage in any act of self-dealing as defined in Internal Revenue Code Section 4941 (d), retain any excess business holdings as defined in Internal Revenue Code Section 4943 (c), (B) make any investments in such manner as to subject the corporation to tax under Internal Revenue Code Section 4944, or (C) make any taxable expenditures as defined in Internal Revenue Code Section 4945 (d) or corresponding provisions of any subsequent Federal tax laws.

    Nothing contained in this Certificate shall authorize or empower the corporation to perform or engage in any act or participate by General Business Law, section 340 or any other anti-monopoly statute of the State of New York.

    The office is located in Brooklyn, New York. 

    669 East 81st Street

    Brooklyn NY 11236

    The mailing address is:

  FHED, INC

 P.O. Box 362

 Brooklyn NY 11210

    The duration of the Corporation is perpetual.

    The Secretary of State is designated as agent of the corporation upon whom process against it may be served.  The post address to which the Secretary of State shall mail a copy af any process against the corporation served upon him is : P.O Box 362   Brooklyn NY 11210.

        IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury.

    Dated: September 17, 2002 

    Scott J. Schuster, Incorporator

    283 Washington Avenue

    Albany, New York 12206