Articles of Incorporation
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ARTICLES OF INCORPORATION
SHAW ISLANDERS, INC.
Pursuant to the Washington Nonprofit Corporation Act, RCW 24.03, the following constitutes Amended Articles of Incorporation of the undersigned, a Washington nonprofit corporation. These amended Articles supersede the original Articles of Incorporation of the Shaw Islanders Inc. and all amendments to those original documents.
The name of this corporation is Shaw Islanders, Inc.
The duration of the corporation shall be perpetual.
The corporation is organized exclusively for charitable, scientific, literary or educational purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 ("the Code"), including, without limitation:-
3.2.1 Nonprofit Status
The corporation shall not have nor issue shares of stock. The corporation is not organized for profit, and no part of its net earnings shall inure to the benefit of any Trustee, officer of the corporation, or any private individual. However, the corporation is authorized an empowered to make payments and distributions in furtherance of the purposes of the corporation and subject to the limitations of Sections 3.2.2 and 3.2.3 hereof.
3.2.2 Distributions; Dissolution
No Trustee or officer of the corporation, not any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation or the winding up of its affairs. Upon such dissolution or winding up, after paying or making adequate provisions for the payment of all the liabilities of the corporation, all the remaining assets of the corporation shall be distributed by the Board of Trustees, for a purpose or other purposes similar to those set forth in Section 3.1 hereof, to any other organization which then qualifies for exemption under the provisions of Section 501(c)(3) of the Code. Any such assets not so disposed of shall be disposed of by the Superior Court of San Juan County, Washington, exclusively for a purpose or purposes similar to those set forth in Section 3.1 hereof, or to such organization or organizations as said Court shall determine, which are organized and operated for similar purposes.
3.2.3 Prohibited Activity
(a) No substantial part of the activities of the corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, except as may be permitted to Section 501(c)(3) organizations by the Code. The corporation shall not, directly or indirectly, participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The corporation shall not have objectives or engage in activities which characterize it as an "action" organization within the meaning of the code.
(b) Notwithstanding any other provisions of these Articles of incorporation, the corporation shall not conduct nor carry on activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Code or by an organization, contributions to which are deductible under Section 170(c)(2) of the Code.
(c) The corporation is prohibited from engaging in any act of selfdealing as defined in Section 494(d) of the Code, from retaining any excess business holding as defined in Section 4943(c) of the Code which would subject the corporation to tax under Section 4943(c) of the Code, from main any investments which would subject the corporation to tax under Section 4944 of the Code, and from making any taxable expenditure as defined in Section 4945(d) of the Code. If section 4942 of the Code is deemed applicable to the corporation, it shall make distributions at such time and in such manner that it is not subject to tax under Section 4942 of the Code.
In general, and subject to such limitations and conditions as are or may be prescribed by law, by these Articles of Incorporation or by the corporation's Bylaws, the corporation shall have the authority (a) to engage in any and all such activities as are incidental or conducive o he attainment of the purposes of he corporation as set forth in Section 3.1 hereof and (b) to exercise any and all powers authorized or permitted under any laws that are now, or hereafter may be, applicable or available to the corporation.
The corporation shall have the power to adopt, amend, or repeal the Bylaws of the Corporation by a 2/3 vote of a quorum of the paid membership. A quorum will consist of 1/4 of the total paid membership. Proposed Bylaws and amendments or changes to the Bylaws shall be mailed to the paid membership thirty (30) days prior to the meeting at which a vote will be taken. Members unable to attend the meeting may give their vote or proxy in writing to the Secretary of the Corporation either in person or by mail so as to arrive prior to the date of the meeting.
The number of Trustees of the corporation shall be determined in the manner provided by the Bylaws and may be increased or decreased from time to time in the manner provided herein.
The corporation shall have annual members
To the full extent that the Washington Nonprofit Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of Trustees, a Trustee of this corporation shall not be liable to this corporation or its members, if any, for monetary damages for conduct as a Trustee. An amendments to or repeal of this Article 7 shall not adversely affect any right or protection of a Trustee of this corporation for or with respect to any acts or omissions of such Trustee occurring prior to such amendment or repeal.
8.1 Right to Indemnification
Each person who was, is, or is threatened to be made a named party to or is otherwise involved in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Trustee or officer of the corporation, shall be indemnified and held harmless by the corporation against all expense, liability, and loss actually and reasonably incurred or suffered by such person in connection with a proceeding. Such indemnification shall continue as to an indemnitee who has ceased to be a Trustee or officer and shall inure to the benefit of the indemnitee's heirs, assigns, executors and administrators. Except as provided in subsection 8.4 of this Article regarding proceeding seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if a proceeding was authorized or ratified by the Board. The right to indemnification in this subsection 8.1 shall be a contract right.
8.2 Restrictions on Indemnification
No indemnification shall be provided to any indemnity for acts or omissions of the indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the indemnitee finally adjudged to be in violation of Section 23B.08.310 of the Washington Business Corporation Act, for any transaction with respect to which it was finally adjudged that such indemnitee personally received a benefit in money, property or services to which the indemnitee was not legally entitled, or if the corporation is otherwise prohibited by applicable law from paying such indemnification. However, if Section 23B.08.560 or any successor provision of the Washington Business Corporation Act is hereafter amended, the restrictions on indemnification set forth in this subsection 8.2 shall be as set forth in such amended statutory provision.
8.3 Advancement of Expenses
The right to indemnification conferred in this Article 8 shall include the right to be paid in advance of its final disposition (hereinafter in "advancement of expenses"). An advancement of expenses shall be made upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 8.3.
8.4 Right of Indemnitee to Bring Suit
If a claim under subsections 8.1 or 8.3 of this article is not paid in full by the corporation within 60 days after a written claim has been received by the corporation except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part, in any such suit or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Article upon submission of a written claim, or upon tendering a request for advancement of expenses, and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is so entitled.
8.5 Procedures Exclusive
Pursuant to Section 23B.08.560(2) or any successor provision of the Washington Business Corporation Act, the procedures for indemnification and advancement of expenses set forth in this Article are in lieu of the procedures required by Section 23B.08.550 or any successor provision of the Washington Business Corporation Act.
8.6 Non-exclusivity of Rights
The right to indemnification and the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the corporation, general or specific action of the Board, contract or otherwise.
8.7 Insurance, Contracts, and Funding.
The corporation may maintain insurance, at its expense, to protect itself and any Trustee, officer, partner, trustee, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any liability or loss, whether or not the corporation would have the power to indemnify such person against such expense under the Washington Business Corporation Act. The corporation may enter into contracts with any Trustee, officer, partner, trustee, employee or agent 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 to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.
8.8 Indemnification of Employees and Agents of the Corporation
The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees and agents or any class or group of employees and agents of the corporation (i) with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of Trustees and officers of the corporation; (ii) pursuant to rights granted the Washington Business Corporation Act; or (iii) as are otherwise consistent with law.
8.9 Persons Serving Other Entities
Any person who, while a Trustee, officer or employee of the corporation, is or was serving (a) as a Director or officer of another foreign or domestic corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) as a partner, trustee or otherwise in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsections 8.1 and 8.3 of this Section.
The name and address of the registered agent for the corporation is:
The membership of Shaw Islanders, inc. reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation in any manner now or hereafter permitted by law.
The following actions : any significant change in the use of an real property owned by the corporation; sale, lease, exchange, or mortgage of substantially all the corporation's assets; voluntary dissolution of the corporation; and merger with another corporation; must be approved by the affirmative vote of by a 2/3 vote of a quorum of the paid membership of Shaw Islanders, Inc. A quorum will consist of 1/4 of the total paid membership of the the organization. Proposed actions shall be mailed to the paid membership thirty (30) day prior to the meeting at which a vote will be taken. Members unable to attend the meeting may give their vote or proxy in writing to the Secretary of the Corporation either in person or by mail so as to arrive prior to the date of the meeting.
Donald A. Sutherland
President, Shaw Islanders, Inc.
[Address removed for privacy. ed]
Russell B. Wolfe
Vice President, President, Shaw Islanders, Inc.
[Address removed for privacy. ed]
Ralph J. Wedgwood
Secretary, President, Shaw Islanders, Inc.
[Address removed for privacy. ed]