ARTICLES OF INCORPORATION
OF
CALVERT IMPACT FUND, INC.
ARTICLE I
THE UNDERSIGNED, Jennifer P. Streaks, Esq., whose business address is 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814, and who is at least
18 years of age, does hereby form a corporation under the laws of the State of
Maryland.
ARTICLE II
Name
The name of the Corporation is CALVERT IMPACT FUND, INC. (the "Fund" or
"Corporation").
ARTICLE III
Purpose and Powers
The purpose for which the Corporation is formed and the business to be
transacted, carried on and promoted by it are as follows:
1. To conduct and carry on the business of an investment company of the
management type.
2. To hold, invest and reinvest its assets in securities or other
investments, and in connection with those investments to hold part or all of its
assets in cash.
3. To issue and sell shares of its own capital stock in such amounts and on
such terms and conditions, for such purposes and for such amount or kind of
consideration permitted by the Maryland General Corporation Law and by these
Articles of Incorporation, as its Board of Directors may determine.
4. To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the shareholders
of the Corporation) shares of its capital stock, in any manner and to the extent
permitted by the Maryland General Corporation Law and by these Articles of
Incorporation.
5. To engage in any or all other lawful business for which corporations may
be incorporated under the Maryland General Corporation Law.
6. To do any and all such further acts or things to exercise any and all
such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of any of the foregoing purposes or objects.
The Corporation is authorized to exercise and enjoy all the powers, rights
and privileges granted to, or conferred on, corporations by the Maryland General
Corporation Law, and the enumeration of the foregoing does not exclude any
powers, rights or privileges so granted or conferred.
ARTICLE IV
Principal Office
The street address of the principal office of the Corporation in the State
of Maryland is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814.
ARTICLE V
Resident Agent
The resident agent of the Corporation is William M. Tartikoff, Esq., whose
business address is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland,
20814.
ARTICLE VI
Capital Stock
The total number of shares of capital stock that the Corporation has
authority to issue is TWO BILLION shares of the par value of One Cent ($0.01)
per share and of the aggregate par value of TWENTY MILLION DOLLARS
($20,000,000). Two Hundred Fifty Million (250,000,000) of such shares will be
issued as common stock of the series designated Calvert Large Cap Growth Fund.
The balance of One Billion Seven Hundred Fifty Million (1,750,000,000) shares
may be issued in any series or class, each comprising such number of shares and
having such preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption as will be determined from time to time by resolution
of the Board of Directors, to whom authority to take such action is hereby
expressly granted (all without the vote or consent of the shareholders of the
Corporation).
ARTICLE VII
Directors
Initially, the Corporation will have two directors. The number of directors
of the corporation may be increased or decreased pursuant to the bylaws of the
corporation, and so long as there are less than three (3) stockholders, the
number of directors may be less than three (3) but not less than the number of
stockholders. The names of the directors who shall act until the first meeting
or until their successors are duly chosen and qualified are Barbara J. Krumsiek
and William M. Tartikoff.
ARTICLE VIII
Amendment
The Corporation reserves the right at any time to alter, amend or repeal
any provisions contained in these Articles of Incorporation, including any
amendment that alters the contract rights of any outstanding stock, at any time
in the manner now or hereafter prescribed by the laws of the State of Maryland,
and all rights conferred on the Corporation's shareholders, directors and
officers by these Articles are granted subject to this reservation.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation and
acknowledge the same to be my act.
CALVERT IMPACT FUND, INC.
Acknowledgment:
Jennifer P. Streaks, Esq.
Incorporator
Date: August 25, 2000
I hereby consent to my designation in this document as resident agent for
this corporation.
Acknowledgment:
William M. Tartikoff, Esq.
Resident Agent
Return to:
Jennifer P. Streaks
Calvert Group Legal Department
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814