Office of the Secretary of State FILED
State of Washington AUG 17 1988


NONPROFIT CORPORATION

Articles of Incorporation

 

ARTICLE I

The name of the corporation shall be: The Northwestern Chapter of the American Rock Garden Society (Now known as the North American Rock Garden Society).

 

ARTICLE II

The term of existence shall be perpetual.

 

ARTICLE III

Section 1. PURPOSES. The purposes for which the corporation is organized are as follows:

To encourage study and promote:

a) The cultivation, conservation and knowledge of alpine/rock garden plants, their value, habits and geographical distribution.

b) Interest in the good design and construction of rock gardens.

c) Meetings and exhibitions.

d) Plant exploration and introduction of new species and forms.

e) Study of history and literature on the subject.

f) Exchanges of experience and knowledge between members and groups.

 

Section 2. LIMITATIONS.

2.1 The corporation shall have no capitol stock, and no part of its net earnings shall inure to the benefit of any director or officer of the corporation, or of any private individual.

2.2 No director, officer, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation, or upon the winding up of its affairs. Upon such dissolution or winding up, all the remaining assets of the corporation shall be distributed by the board of directors for identical uses and purposes to any other organization that would then qualify for exemption under the provisions of Section 501(c)(3) of the Internal Revenue Code, as now stated or as hereafter amended, or any successor code.

2.3 No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting, to influence legislation except as may be permitted to Section 501(c)(3) organizations by the Internal Revenue Code, and the corporation shall not 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.

2.4 Notwithstanding any other provisions of these Articles, the corporation shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code, as now stated or as hereafter amended, or any successor code, or by organization contributions which are deductible under Section 170(c)(2) of such code, as now stated or as hereafter amended, or any successor code.

2.5 The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

2.6 The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

2.7 The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

2.8 The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986. or corresponding provisions of any subsequent federal tax laws.

2.9 The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

Section 3. POWERS. In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the corporations Articles of Incorporation or By-Laws, the corporation shall have all powers which now or hereafter are conferred by law upon a corporation organized for the purpose set forth above, or are necessary or incidental to the powers so conferred, or are conductive to the attainment of the corporation's purposes.

 

ARTICLE IV

The name of the Registered Agent of the corporation is:

Arthur P. Dome

The street address of the Registered Office, which is also the address of the Registered Agent, is as follows:

4832 54th Ave. So., Seattle, WA 98118

The post office box number. which may be used in conjunction with the Registered Agent address, located in the same city, is:

There is no post office box number.

ARTICLE V

There shall be twenty-two (22) directors serving as the initial Board of Directors. Their names and addresses are as follows:

Mrs. Sallie Allen, 18540 26 Ave NE, Seattle, WA 98155.

Mrs. Page H. Ballard, 2029 212 SE, Issaquah, WA 98027.

Mrs. Pat Bender, 4123 NE 186 St., Seattle. WA 98166.

Mrs. Marguerite Bennett, 17015 26 Ave NE, Seattle, WA 98155.

Miss Sharon Collman, 13720 23 Ave NE, Seattle, WA 98125.

Mr. Tom Dalby, 3220 99 NE, Bellevue, WA 98004.

Mr. Stephen Doonan, 29415 SE 82 ST., Issaquah, WA 98027.

Mrs. Judith Jones, 1911 4th Ave W, Seattle, WA 98119.

Miss Margery A. Kepner, 11527 28 NE, Seattle, WA 98125.

Mr. Clifford Lewis, 8238 2nd Ave NE, Seattle, WA 98155.

Mr. Ned Lowry, 14007 183 Ave SE, Renton, WA 98056.

Mrs. BettyMadison, 4015 220 PL SE, Issaquah, WA 98056.

Ms. Sharon Meredith, 3016 W Viewmont Way W, Seattle, WA 98199.

Miss Myrna Molberg, 14825 215 SE ~A, Monroe, WA 98272.

Mrs. Virginia Moreli, 8034 Fairway DR NE, Seattle, WA 98115.

Mrs. Francis Roberson, 1539 NE 103, Seattle, WA 98125.

Mrs. Margaret Sandelin, 2609 4th Ave W, Seattle, WA 98119.

Mr. Hans J. Sauter, 12544 9th Ave NW, Seattle, WA 98177

Mrs. Lyn Sauter, 12544 9th Ave NW, Seattle, WA 98177.

Mrs. Nell Scott, 9103 Lake Washington Blvd. NE, Bellevue, WA 98004

Ms. Holly Sinnott, 3371 115 Ave NE, Apt 240, Bellevue, WA 98004

Mrs. Jean Witt, 16516 25 Ave NE, Seattle, WA 98155.

 

ARTICLE VI

The name and address of each incorporator is as follows:

Mrs. Maxine Bunch, 5701 37 Ave NE, Seattle, WA 98105.

Mrs. Janet Dalby, 3220 99 NE, Bellevue. WA 98004.

Mr. Arthur P. Dome, 4832 54th Ave S, Seattle, WA 98118.

Mr. John P. McDonnell, 4430 232 Ave NE, Redmond, WA 98053.

 

ARTICLE VII

A director shall have no liability to the corporation or its members 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 the law by the director, 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 such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.

 

ARTICLE VIII

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, 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 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 in 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 to 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 so not 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 thi5 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, By-Laws, 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 ot other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person 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 corporation, or otherwise.

 

IN WITNESS WHEREOF each incorporator has affixed his/her signature on this 16th day of August, 1988.

{Maxine Bunch signature} {Arthur P Dome signature}

{Janet M Dalby signature} {John P. McDonnell signature}

CONSENT TO APPOINTMENT AS REGISTERED AGENT

I, Arthur P. Dome, hereby consent to serve as Registered Agent, in the State of Washington, for the corporation herein named. I understand that as agent for the corporation, it will be may responsibility to receive Service of Process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the Office of the Secretary of State in the event of my resignation or of any change in the Registered Office address of the corporation for which I am agent.

 

16th of August, 1988 {Arthur P Dome signature}

Date Signature of agent designated in article IV