1. The members of this Body and all such persons as may hereafter become members of this Body are hereby established and shall forever hereafter be one Body by the name of "The Center for the Advancement of the Enterprise Architecture Profession" (hereinafter referred to as "CAEAP") and by the same name shall have perpetual succession and a Common Seal, with power to break, alter and make anew the said Seal from time to time at their Will by the same name shall and may sue and be sued in all Courts and in all manner of actions and suits, and shall have power to do all other matters and things incidental or appertaining to the Body.  

2. The objectives for which CAEAP is hereby constituted shall be to promote the advancement and legitimacy of Enterprise Architecture as a profession, the study and practice of Enterprise Architecture and to advance knowledge and education therein for the benefit of the public. In this Our Charter and the Bye-laws the expressions "Enterprise Architecture" shall include matters concerned with the furtherance of the Enterprise Architecture profession and the design and development of Enterprise Architecture practices. Provided that, in pursuing these objectives, insofar as they may be similar to those of existing organizations, CAEAP shall use its best endeavors to co-operate with them and to ensure that its activities are complementary to those of such organizations.

3. In furtherance of its objectives (but not further or otherwise and only to the extent to which the same may lawfully be exercised by a body having exclusively not-for-profit objectives) CAEAP shall, subject to this Our Charter and the Bye-laws, have the following powers:

(a) to establish and maintain appropriate standards of education and experience for persons engaged in the profession of Enterprise Architecture or entering upon courses of study in Enterprise Architecture and allied subjects; and to undertake, supervise or encourage all professionalization objectives including education, training and certification in all matters relevant to the advancement of Enterprise Architecture for persons who are engaged in or likely to be engaged in the practice of Enterprise Architecture paying due regard to the provisions for courses of instruction and certification by other organizations;

(b) to establish and maintain a sound ethical and legitimate foundation for the profession of Enterprise Architecture; and to adopt any lawful means conducive to the maintenance of a high standard of professional skill and conduct amongst members of CAEAP;

(c) to maintain a register of persons qualified in Enterprise Architecture by admission to one of the classes of professional membership of CAEAP and to enroll persons not so qualified as ordinary members;

(d) to maintain and publish other registers of persons, partnerships or incorporated bodies with particular professional or practical experience in Enterprise Architecture or any aspect thereof as CAEAP shall think fit and to prescribe minimum requirements for inclusion in such registers;

 (e) to hold and to supervise examinations and to award certificates, diplomas, prizes, bursaries or scholarships either alone or jointly with other educational or professional bodies, provided that no certificate or other like award issued by or on the authority of CAEAP shall contain any statement expressing or implying that it is granted by or on the authority of any Department or Authority of our Government unless it is in fact so granted;

(f) to prepare, print and publish criteria for the teaching of, and training in,

Enterprise Architecture and its applications;

(g) to confer, consult, communicate or co-operate with any other scientific, professional or technical institution, institute, society or association or body whether incorporated or not or formed for purposes of profit with a view to the pursuit of common objectives in Enterprise Architecture and related subjects and to represent the Enterprise Architecture profession both nationally and internationally;

(h) to enable and encourage all persons engaged in or interested in Enterprise Architecture to meet and correspond in order to facilitate the exchange of ideas and information on the science, practice, teaching, application and use of Enterprise Architecture;

(i) to invite, receive, hear and publish communications relating to the science, teaching, application or use of Enterprise Architecture and to grant prizes or other awards in respect of them;

(j) to prepare, edit, print, publish, acquire and circulate books, papers, periodicals, circulars or other literary works or films, photographs or other visual aids or recordings or any information stored in a retrieval system or by any electronic or mechanical means concerned with Enterprise Architecture and related subjects and their application and use and to translate, compile, collect, publish, lend, license, hire or sell and to secure or contribute to, the translation, compilation, collection and publication by other bodies or persons of any such literature, information and statistics so collected, to disseminate information by means of reading papers, delivering lectures, organizing conferences, seminars or other forms of meeting, giving advice, promoting, organizing, taking part in or assisting in promoting or organizing exhibitions, demonstrations or experiments which may advance any of the objectives of CAEAP;

(k) to found, aid, maintain and endow scholarships and to make grants for the support and instruction (whether in the United States or overseas) of persons engaged in Enterprise Architecture and related subjects and to employ and remunerate instructors or other staff, to retain or apply skilled, professional or technical advisers or other workers in connection with the objectives of CAEAP, to pay such fees or remuneration as may be deemed expedient therefore and to use the funds of CAEAP in the employment of persons of learning or skill as may be required to undertake the objectives of CAEAP;

(l) to collect, index and publish information on any or all aspects of Enterprise Architecture and its teaching applications and uses and its applications and uses to industry and to maintain or support any library, bureau, database or information system conducive to this end;

(m) to promote, establish and support standards and codes of practice for the handling, storage, acquisition, transmission, processing, protection and display  of data relating to Enterprise Architecture and the information contained therein;

(n) to procure that CAEAP be registered or recognized in any part of the world;

(o) to make arrangements for the carrying out of the objectives of CAEAP and for such purpose to engage and provide in whole or in part for the salaries, pensions and superannuation for officers, servants and employees and former officers, servants and employees both of CAEAP and the Body and of their widows, widowers and dependants;

(p) so far as the law from time to time allows to purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property or any rights or privileges in any part of the world necessary or convenient for the promotion of the objectives of CAEAP and to construct, maintain and alter any buildings or erections necessary, convenient or fitted for the work of CAEAP;

(q) to sell, let, mortgage, dispose of or turn to account any or all of the property or assets of CAEAP subject to such consents as may be required by law;

(r) to administer the affairs and property of CAEAP in all respects without any restrictions whatever, in the same manner as an individual may manage his own affairs and property and in particular:

(i) to take over and acquire all the property and assets of the Body, to  assume the obligations of the Body and to do all such acts and things incidental thereto;

(ii) to demand and receive fees, subscriptions and other charges;

(iii) to seek and accept donations and legacies;

(iv) to borrow moneys whether on the security of any or all of the property of the

CAEAP or without security;

(v) to invest the funds of CAEAP in such a manner as the Bye-laws may prescribe;

(vi) to accept obligations and liabilities;

(s) to undertake and execute not-for-profit section 501(c)(6) trusts which may lawfully be undertaken by CAEAP and may further its objectives;

(t) to establish and support or aid in the establishment and support of any not-for-profit section 501(c)(6) associations or institutions having objectives similar to those of CAEAP and to subscribe or guarantee money for not-for-profit section 501(c)(6) purposes calculated to further its objectives;

(u) to provide such assistance in connection with the housing of employees of the

CAEAP as is necessary for the objectives of CAEAP;

(v) to enter into and to give effect to agreements or arrangements of any kind with, or to, other institutions (including the Body) whose objectives are not repugnant to this Our Charter whereby:

(i) activities may be carried on in co-operation;

(ii) any such institution may be or become recognized for any purpose by the

CAEAP;

(iii) any such institution may be or become incorporated in, federated or affiliated

to, or associated with, CAEAP, or, if such institution shall be established for not-for-profit section 501(c)(6) purposes only but not otherwise, CAEAP may become affiliated to or associated with any such institution; Provided that no such incorporation or federation shall take place without the consent of the appropriate government oversight body;

4. The income and property of CAEAP shall be applied solely towards the promotion of its objectives as set forth in this Our Charter and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to the members of CAEAP and no member of the Trustee Board shall be appointed to any office of CAEAP paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the CAEAP; Provided that nothing herein shall prevent any payment in good faith by the CAEAP:

(a) of reasonable and proper remuneration to any member of the Trustee Board for services rendered by him to CAEAP as an examiner of any form of examination, written, practical or oral, set or approved by CAEAP;

(b) of reasonable and proper remuneration to any member, officer or servant of the CAEAP (not being a member of the Trustee Board) for any services rendered to CAEAP;

(c) of interest at a reasonable and proper rate per annum on money lent by any member of CAEAP or of the Trustee Board ;

(d) of reasonable and proper rent for premises demised or let by any member of the CAEAP or of the Trustee Board;

(e) of fees, remuneration or other benefit in money or money's worth to any company of which a member of the Trustee Board of CAEAP may also be a member holding not more than one-hundredth part of the capital; and

(f) to any member of the Trustee Board or of its Committees of out-of-pocket expenses.

5. The Bye-laws or Regulations shall regulate the admission of members of CAEAP and the period or periods of such membership and the terms and conditions subject to which such membership shall be held and such Bye-laws or Regulations shall apply to all members of CAEAP from time to time and such Bye-laws or Regulations may prescribe such division of the membership into grades or classes as shall to CAEAP seem proper.

6. There shall be a President, a Deputy President, and such number of Vice-Presidents, and such other officers of CAEAP as shall from time to time be prescribed by or in accordance with the Bye-laws or Regulations. They shall hold their respective offices for such terms and their successors shall be appointed in such manner and they shall have such powers and duties as shall from time to time be prescribed by or in accordance with the Bye-laws or Regulations.

7. There shall be a Trustee Board of CAEAP consisting of such number of members of CAEAP, with such qualifications and to be elected or appointed in such manner to hold office for such period and on such terms generally as may be prescribed by or in accordance with the Bye-laws or Regulations.

8. There shall be an advisory Council of CAEAP consisting of such members of the

CAEAP to be elected or appointed in such manner to hold office for such period and on such terms generally as may be prescribed by or in accordance with the Byelaws or Regulations.

9. Subject to the provisions of this Our Charter and of the Bye-laws and Regulations of

CAEAP and its affairs shall be vested in the Trustee Board. The business of the Trustee Board shall be conducted in such manner as may be prescribed by or in accordance with the Bye-laws or Regulations.

10. (a) The Bye-laws may, subject to the provisions of this Our Charter, govern such matters as CAEAP may deem fit and meet with respect to or for the governance of CAEAP and the promotion of the objectives of this Our Charter. (b) The Bye-laws set out in the Constitution hereto shall be the Bye-laws of the CAEAP.

11. The members of CAEAP may by Special Resolution in that behalf make Bye-laws adding to, amending or repealing the Bye-laws for the time being in force; but no Bye-laws so made shall have effect until approved by the government authority and provided always that no amendment shall be made to the Bye-laws which would cause CAEAP to cease to be a not-for-profit  at law.

12. The Bye-laws may direct that any matter which pursuant to this Our Charter might be prescribed or regulated in the Bye-laws may be further prescribed or regulated by Regulations; provided that any such further prescription or regulation shall not be repugnant to the provisions of this Our Charter or the Bye-laws. Regulations may be added to, repealed and varied in like manner to that in which they were respectively made.

13. Regulations shall be made, amended or repealed by Special Resolution of the

CAEAP in General Meeting or by the Trustee Board as provided in the respective Bye-laws which authorize the making thereof. Regulations which shall be made by

Special Resolution shall be known as "Members' Regulations". Members'

Regulations may direct that any matter prescribed or regulated therein may be further prescribed or regulated as may be determined by the Trustee Board.

14. CAEAP in General Meeting may at any time revoke, amend or add to any of the provisions of this Our Charter by a Special Resolution in that behalf and such revocation, amendment or addition shall when allowed by Us, Our Heirs or

Successors in Council become effectual so that this Our Charter shall thenceforward continue and operate as revoked, amended or added to provide always that no amendment shall be made to this Our Charter which would cause CAEAP to cease to be a not-for-profit  at law. This Article shall apply to this Our Charter as revoked, amended or added to in manner aforesaid.

15. For the purposes of this Our Charter a "Special Resolution" means a resolution passed at a General Meeting of the members of CAEAP convened and held in accordance with the Bye-laws and Regulations by not less than two-thirds of the members present in person or by proxy and voting.

16. The members may by Special Resolution determine to surrender this Our Charter subject to the sanction of an authorized Government agency and upon such terms as We or They may consider fit and wind up or otherwise deal with the affairs of CAEAP in such manner as shall be determined by such Special Resolution or in default of such direction, as the Trustee Board shall think expedient having due regard to the liabilities of CAEAP for the time being and if, on the winding up or the dissolution of CAEAP, there shall remain, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members or any of them but shall, subject to any special trusts affecting the same, be given and transferred to some not-for-profit section 501(c)(6) association or associations having objectives similar to the objectives of CAEAP which shall prohibit the distribution of its or their income or property amongst its or their members to an extent at least as great as is imposed on CAEAP by this Our Charter, such association or associations to be determined by the Trustee Board of CAEAP at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other not-for-profit section 501(c)(6) objective.

17. (a) In any case of conflict, the provisions of this Our Charter shall prevail over those of the Bye-laws and Regulations and the provisions of the Bye-laws shall prevail over those of the Regulations. (b) Our Will is that this Our Charter shall ever be construed benevolently and in every case most favorably to CAEAP and the promotion of the objectives of this Our Charter.