A
We, the undersigned,
acting as the incorporators of a corporation under the provisions of the
Washington Nonprofit Corporation Act (Chapter 24.03 of the
Article I: Name
The name of the corporation
shall be Edgemoor Neighborhood Association (hereinafter referred to as the
“Corporation”). The Corporation has been granted a Certificate of Incorporation
by the State of
Article II: Duration
The Corporation shall have
perpetual existence.
Article
The address of the initial
registered office of the Corporation shall be
Article IV: Purposes and
Powers
Section 1. Purposes. The
purposes for which this Corporation is formed are exclusively charitable,
scientific, or educational and consist of the following:
A. To
represent the needs and concerns of residents in the Edgemoor
Neighborhood, in the city of
B. To improve the quality of life in our
neighborhood
C. To monitor all civic issues in order to
promote the best possible solutions for our neighborhood and the community at
large
D. To encourage the
residents of Edgemoor to actively participate in achieving this purpose
E. To aid, support, and
assist by gifts, contributions or otherwise, other corporations, community
chests, funds and foundations organized and operated exclusively for
charitable, scientific, or educational purposes, no part of the net earnings of
which inures to the benefit of any private shareholder or individual, and no
substantial part of the activities of which is carrying on propaganda, or
otherwise attempting to influence legislation.
F. To do any and all
lawful activities which may be necessary, useful or desirable for the
furtherance, accomplishment, fostering or attainment of the foregoing purposes,
either directly or indirectly and either alone or in conjunction or cooperation
with others, whether such others be persons or organizations of any kind or
nature, such as corporations, firms, associations, trusts, institutions,
foundations, or governmental bureaus, departments, or agencies. Section 2.
Powers. In general, and subject to such limitations and conditions as are or
may be prescribed by law, or in the Corporation’s Articles of Incorporation or
Bylaws, the Corporation shall have all powers which now or hereafter are
conferred by law upon a corporation organized for the purposes set forth above,
or are necessary or incidental to the powers so conferred, or are conducive to
the attainment of the Corporation’s purposes.
Article V: Limitations
All of the purposes and
powers of the Corporation shall be exercised exclusively for charitable,
scientific, and educational purposes in such manner that the Corporation shall
qualify as an exempt organization under Section 501(c)(3) of the Internal
No substantial part of the
activities of the Corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, except as otherwise permitted to
an organization described in Section 501(c)(3) of the Code or any successor
provision. The Corporation shall not participate in, or intervene in [including
the publishing or distribution of statements] any political campaign on behalf
of (or in opposition to) any candidate for public office.
Notwithstanding any other
provisions of these Articles, the Corporation shall not carry on any activities
not permitted to be carried on (a) by a corporation exempt from federal and
state income taxes under Section 501(c)(3) of the Code or any successor
provision, or (b) by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Code or any successor provision.
No part of the net
earnings of the Corporation shall inure to the benefit of, or be distributable,
to its members (if any), directors, officers, or other private persons, except
that the Corporation is authorized or empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance of
its purposes.
Upon the winding up and
dissolution of the Corporation, the assets of the Corporation remaining after
payment of, or provision for payment of, all debts and liabilities of the
Corporation, shall be distributed to an organization or organizations, as
determined by the Board of Directors, that recognized as exempt under Section
501(c)(3) of the Code or any successor provision, and used exclusively to
accomplish the purposes for which this Corporation is organized.
Article VI: Members
[The qualifications of
members, if any, the application process, the property, voting and other rights
and privileges of members and their liability for dues and assessments, and the
method of collection thereof, shall be set forth in the Bylaws.]
Article
The number of directors
constituting the initial Board of Directors of the Corporation shall be 5(5)
directors. The names and addresses of the persons who are to serve as the
initial directors of the Corporation are as follows:
Lois
Miles,
Kathy
Kaiser,
The powers and duties,
number, qualifications, terms of office, manner of election, time and criteria
for removal of directors shall be as set forth in the Bylaws of the
Corporation.
Article VIII: Director
Liability Limitations
A director shall have no
liability to the Corporation for monetary damages for conduct as a director,
except for acts or omissions that involve intent ional misconduct by the
director, or a knowing violation of law by a director, where the director votes
or assents to a distribution which is unlawful or violates the requirements of
these articles of incorporation, or for any transaction from which the director
will personally receive a benefit in money, property, or services to which the
director is not legally entitled. If the Washington Nonprofit Corporation Act
is hereafter amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
shall be eliminated or limited to the full extent permitted by the Washington
Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification for or with
respect to an act or omission of such director occurring prior to such repeal
or modification.
Article IX:
Indemnification
Section 1.
against all expense,
liability and loss (including attorney’s fees, judgments, fines, E
officer is not entitled to
be indemnified under this Section 1 or otherwise.
Section 2.
incurred in defending a
proceeding in advance of its final disposition, in which case the applicable
period shall be twenty (20) days, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, to
the extent successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. The claimant shall be presumed
to be entitled to indemnification under this Article upon submission of a
written claim (and, in an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition, where
the required undertaking has been tendered to
the Corporation), and
thereafter the Corporation shall have the burden of proof to overcome the
presumption that the claimant is not so entitled. Neither the failure of the
Corporation (including its board of directors, independent legal counsel or its
members, if any) to have made a determination prior to the commencement of such
action that indemnification of or reimbursement or advancement of expenses of
the claimant is proper in the circumstances nor an actual determination by the
Corporation (including its board of directors, independent legal counsel or its
members, if any) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses shall be a defense to the action or
create a presumption that the claimant is not so entitled.
Section 3. Nonexclusivity
of
Section 4. Insurance,
Contracts and Funding. The Corporation may maintain insurance at its expense to
protect itself and any director, trustee, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such persons against such
expense, liability or loss under the Washington Business Corporation Act, as
applied to nonprofit corporations. The Corporation may, without further
membership action, enter into contracts with any director or officer of the
Corporation in furtherance of the provisions of this Article and may create a
trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may be
necessary to effect indemnification as provided in this Article.
Section 5. Indemnification
of Employees and Agents of the Corporation. The Corporation may, by action of
its Board of Directors from time to time, provide indemnification and pay
expenses in advance of the final disposition of a proceeding to employees and
agents of the
Corporation with the same
scope and effect as the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation or pursuant to rights granted pursuant to, or provided by, the
Washington Business Corporation Act, as applied to nonprofit corporations, or
otherwise.
Article X: Bylaws
Bylaws of the Corporation
may be adopted by the Board of Directors at any regular meeting or any special
meeting called for that purpose, so long as they are not inconsistent with the
provisions of these Articles. The authority to make, alter, amend or repeal
bylaws is vested in the board of directors and may be exercised at any regular
or special meeting of the board of directors.
Article XI: Dissolution
In
the event of voluntary dissolution, the net assets will be distributed to local
charity organization(s) determined by a majority vote of the membership.
Article XII: Incorporator
The name and address of the
incorporator of the Corporation is as follows:
IN WITNESS WHE
Articles of Incorporation
this ______ day of _____________________, 20___.
______________________