ARTICLES OF INCORPORATION OF

SILVER BEACH NEIGHBORHOOD ASSOCIATION

 

 We, the undersigned, acting as the incorporators of a corporation under the provisions of the Washington Nonprofit Corporation Act (Chapter 24.03 of the Revised Code of Washington), hereby sign and verify the following Articles of Incorporation for such corporation.

 

 Article I: Name

The name of the corporation is Silver Beach Neighborhood Association (hereinafter referred to the “Corporation”).

 

 Article II: Duration

The duration of this corporation shall be perpetual unless dissolved pursuant to the Revised Code of Washington 24.03, referenced hereinafter as RCW 24.03.

 

 Article III: Purposes

The corporation is organized exclusively for charitable and educational purposes as may qualify it as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code  of 1954 or corresponding section of any future federal tax code. The purpose of the corporation is:

A.   To primarily represent the needs and concerns of residents in the Silver Beach Neighborhood, located in the city of Bellingham, Washington. 

B.   To improve the quality of life in our neighborhood.

C.   To protect and improve the water quality of the Lake Whatcom Reservoir.

D.  To monitor all civic issues, inform and educate our neighborhood, sponsor the best possible solutions for our neighborhood and the community at large, and promote social interaction within our neighborhood.

E.    To facilitate discussion among neighbors primarily in matters of neighborhood and city concern, but may also choose to deliberate county, state and federal issues and the impact to the neighborhood.

F.    To serve as an active civic entity promoting neighborhood points of view; obtaining and disseminating information of a public nature to neighborhood residents; publishing and distributing informational and education materials through printed or electronic means to residents within the neighborhood and surrounding community; and collecting dues to be used for approved association activities and projects.

 

G.   To encourage the residents of Silver Beach to actively participate in achieving these goals.

H.    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.

Article IV:  Internal Affairs

The Silver Beach Neighborhood Association shall have such general powers to perform all lawful acts that are necessary, appropriate or desirable to further the purposes as set forth in Article III and as permitted in RCW 24.03.035. 

  1. In the event of dissolution of this corporation, all assets remaining after payment of debts and liabilities shall be distributed in accordance with RCW 24.  
  2. Personal liability for monetary damages is eliminated when officers and members are engaged in lawful conduct on behalf of the corporation, subject to the specific exceptions of RCW 24.03.025 (4) ©.
  3. The powers of this corporation are limited as set forth in RCW 24.03.030.  
  4. There shall be bylaws and rules adopted so that the corporation can be managed in an orderly and democratic manner, with officers selected pursuant to these adopted rules. 

Article V: Limitations

The corporation/association shall have powers as are generally exercised by non-profit corporations and as are allowed under the laws of the State of Washington regulating such corporations (RCW24.03).  This article shall be liberally construed and not as a limitation on the powers of the corporation/association except are expressly limited by state or federal law. 

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.

 

Article VI:  Registered Agent and Office

The address of the initial registered office of this corporation is 1855 Lakeside Lane, Bellingham, WA 98229.  The initial registered agent at this address is Deborah McCunn. 

Article VII: 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 VIII: Directors

The number of directors constituting the initial Board of Directors of the Corporation shall be six (6) directors. The names and addresses of the persons who are to serve as the initial directors of the Corporation are as follows:

 

Chair:  Mike Johnston, 1855 Lakeside Lane, Bellingham, WA  98229

Vice chair:  Myron Wlaznak, PO Box 28425, Bellingham, WA 98425-0425.  

Second Vice chair:  Mike Robinson, 4243 Northridge Way, Bellingham, WA  98226

Vice chair Community Relations:  JD Epperson, 3526 S. Grace Lane, Bellingham, WA  98226

Treasurer:  Debbie McCunn, 1855 Lakeside Lane, Bellingham, WA  98229

Secretary:   Lee Barron, 2000 Lakeside St, Bellingham, WA  98229

 

 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 IX: 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 intentional 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 X: Indemnification

Section 1. Right to Indemnification. Each person who was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the Corporation or, while a director or officer, he or she is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Corporation, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Article with respect to proceedings seeking solely to enforce rights to indemnification, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 or otherwise.

 

Section 2. Right of Claimant to Bring Suit. If a claim for which indemnification is required under Section 1 of this Article is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses 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 Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article 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, Bylaws, agreement, vote of members, if any, or disinterested directors or otherwise.

 

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 XI: Bylaws

Bylaws of the Corporation may not be inconsistent with the provisions of these Articles. The Bylaws may be amended at any membership meeting by a majority vote of those members present, provided that the amendment has been approved by the Board and published thirty (30) days prior to the scheduled membership meeting. 

 

Article XII: Dissolution

Upon the 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 a majority vote of the membership, that is

recognized as exempt under Section 501(c)(3) of the Code or any successor provision, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.

 

Article XIlI: Incorporator[s]

The name and address of the incorporators of the Corporation are as follows:

Chair:  Mike Johnston, 1855 Lakeside Lane, Bellingham, WA  98229

Vice chair:   Myron Wlaznak, PO Box 28425, Bellingham, WA 98425-0425.

Second Vice chair:  Mike Robinson, 4243 Northridge Way, Bellingham, WA  98226

I

N WITNESS WHEREOF, the undersigned have signed these Articles of Incorporation this 29th day of November, 2006, Bellingham, Washington. 

 

Mike Johnston

Myron Wlaznak

Mike Robinson