Name of Association
The name of this corporation is Computer Association of Nepal USA. In short form it may called CAN USA.

Purpose of Association
A. This corporation is a nonprofit PUBLIC BENEFIT CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for: ( x) public purposes. or ( ) charitable purposes. or ( ) public and charitable purposes.

B. The specific purpose of this corporation is to: The Association is established for the purposes of cultivating the computer science and information technology, promoting computer science and information technology, facilitating and improving the computer science and information technology knowledge, elevating the standard of integrity, honor and courtesy in the computer science and information technology profession, and cherishing the spirit of collegiality among the members thereof.

Agent
The name and address in the State of California of this corporation's initial agent for service of process is:

Name _____________________________________________________________________

Address _____________________________________________________________________

City ____________________________ State CALIFORNIA Zip _________________

501(c ) (3)Purpose
A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3), Internal Revenue Code.

B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

Property distribution upon the dissolution or winding op of the corporation
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3), Internal Revenue Code.

Membership and Dues
A. There shall be such classes of membership in the Association as set forth in the By-Laws. The members shall be divided among, and within, such classes according to their eligibility.

B. Members shall pay such admission fees, dues, assessments and other charges as may from time to time be prescribed in or pursuant to the by-laws.

Officers
The officers of the Association shall be a President, three Vice Presidents, a Secretary and a Treasurer, and they shall be elected at the annual meeting of the Association.

Executive Committee
A. The affairs of the Association shall be managed by an Executive Committee, to consist of ----- elected members and the officers, who shall be ex officio members thereof with all the rights and responsibilities of elected members, including the right to vote.

B. The elected members of the Executive Committee shall hold office for four years and until their successors have been elected.

C. All appropriations of the funds of the Association must be made or approved by the Executive Committee, provided, however, that the Association itself may make or approve an appropriation by a two-thirds vote, and provided further that the by-laws may provide for a Finance Committee to be appointed by the President which, subject to such restrictions as the Executive Committee may impose, may authorize expenditures and the incurring of indebtedness for the account of the Association, other than for capital purposes.

Committee on Audit
There shall be a Committee on Audit to consist of five members of the Association, each to be elected at the annual meeting of the Association. No member of this committee shall be an officer or a member of the Executive Committee.

Other Committees
The Association may provide by its by-laws for such other committees as it may deem necessary.

Meetings of the Association
A. The annual meeting of the Association shall be held in --------------------------. At the annual meeting all the powers of the Association may be exercised.

B. Special meetings may be called at any time by the Executive Committee, and shall be called by the Secretary upon the written request of fifty members entitled to vote, specifying the purpose of such call. At special meetings no business shall be transacted except such as shall be specified in the call thereof.

C. At any meeting of the Association the presence of 33 percentage of members entitled to vote shall be necessary to constitute a quorum.

D. Any meeting may be held via internet or teleconference, or by using any other technological means.

E. No action taken at a prior meeting of the Association, or by mail ballot as provided in By-Law III, or by a committee of the Association, shall, within three years after the taking of such action, be reversed or modified at any meeting of the Association except by a vote of not less than two-thirds of the members present and voting at such meeting.

Termination of Membership
Any member of the Association may be suspended or expelled for misconduct in his relations to this Association or in his profession, on adjudication thereof, in such manner as may be prescribed by the by-laws. All interest in the property of the Association of persons resigning or otherwise ceasing to be members shall vest in the Association.

Elections and Filling of Vacancies
All voting shall be by official ballot. Ballots shall be cast as provided for in the by-laws of the Association. The officers and members of the Executive Committee and the Committee on Audit shall enter upon their duties immediately upon their election and shall hold office until their successors are elected or are appointed. A vacancy in any office other than the office of President or in the membership of either of said committees shall be filled by appointment of the Executive Committee until the next annual election. In the case of a vacancy occurring in the office of President, the Executive Committee shall designate one of the Vice Presidents to perform the duties of the President pending the election of a President at the next annual meeting of the Association.

Amendments
This Constitution may be amended at any meeting of the Association. The affirmative vote of two-thirds of the members present and voting at such meeting, shall be required for the adoption of any amendment. Notice of the proposed amendment, subscribed by 10 percentage members entitled to vote, together with the text of the proposed amendment, shall be mailed or electronically mailed to the membership by the Secretary at least fifteen days before the meeting at which the amendment will be submitted to a vote.

Local Chapter
This organization may have its local chapter such as city chapter as provided by the by laws of Association.

(Signature of Incorporator)
(Typed Name of Incorporator), Incorporator