Articles of Incorporation

The name of the corporation is c-ECO Institute (the "Corporation").

The Corporation shall have perpetual existence unless dissolved in accordance with these Articles of Incorporation and the Missouri Nonprofit Corporation Act.

The Corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").

The Corporation is organized to advance the public benefit through independent, evidence-based scientific research, education, technical assistance, capacity building, and international cooperation, including, but not limited to, the following fields:

• infrastructure resilience and critical systems;
• disaster risk reduction;
• climate adaptation;
• ecological governance;
• sustainable development;
• systemic risk analysis;
• public policy innovation;
• artificial intelligence and digital governance;
• scientific research and technology transfer;
• professional education, fellowships, and training.

In furtherance of these purposes, the Corporation may engage in any lawful activity consistent with Section 501(c)(3) of the Internal Revenue Code, including, but not limited to:

• conducting basic and applied scientific research;
• publishing scientific, educational, and technical materials;
• organizing conferences, workshops, seminars, fellowships, and educational programs;
• providing technical assistance and capacity-building services;
• collaborating with governmental, academic, nonprofit, international, multilateral, and private organizations;
• receiving grants, gifts, bequests, contracts, cooperative agreements, and other lawful support;
• developing, licensing, and disseminating scientific knowledge and educational resources consistent with its exempt purposes; and
• engaging in any other lawful activity that furthers the Corporation's charitable, scientific, and educational mission.

The Corporation is organized and shall be operated exclusively for purposes described in Section 501(c)(3) of the Internal Revenue Code.

The Corporation shall seek recognition and operate as a public charity described under one or more applicable provisions of Section 509(a) of the Internal Revenue Code and shall conduct its activities in a manner consistent with maintaining its federal tax-exempt status.

No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extent permitted under Section 501(c)(3) of the Internal Revenue Code.

The Corporation shall not participate or intervene, directly or indirectly, in 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 conduct or carry on any activity not permitted to be carried on by:

• a corporation exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code; or
• a corporation to which contributions are deductible under Section 170(c)(2) of the Internal Revenue Code.

The Corporation shall possess and may exercise all powers granted to nonprofit corporations organized under Chapter 355 of the Missouri Revised Statutes that are necessary, convenient, or incidental to accomplishing its charitable, scientific, and educational purposes.

The Corporation shall have no voting members.

All corporate powers shall be exercised by or under the authority of its Board of Directors.

The affairs of the Corporation shall be managed under the direction of its Board of Directors, subject to the Missouri Nonprofit Corporation Act and the Corporation's Bylaws.

The number, qualifications, terms of office, election, removal, powers, duties, and procedures governing the Board of Directors shall be established in the Bylaws.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director, officer, incorporator, employee, member of a committee, or other private person.

Nothing contained herein shall prohibit the Corporation from paying reasonable compensation for services actually rendered or from making payments in furtherance of its exempt purposes.

Upon dissolution of the Corporation, all assets remaining after payment of, or adequate provision for, its liabilities shall be distributed exclusively for one or more charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Such assets shall be distributed to one or more organizations then recognized as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board of Directors.

Any assets not so distributed shall be disposed of by a court of competent jurisdiction located in the State of Missouri exclusively for such purposes.

The Corporation shall not discriminate on the basis of race, color, religion, creed, sex, national origin, ancestry, age, disability, veteran status, or any other characteristic protected by applicable federal or state law in carrying out its charitable activities or employment practices.

These Articles of Incorporation shall become effective upon filing with the Missouri Secretary of State.