SNA Proposed Articles of Incorporation
(Editor’s note: This is a copy of the proposed revision of our association’s articles of incorporation)
ARTICLES OF INCORPORATION
OF
SAMISH NEIGHBORHOOD, ASSOCIATION
A NON-PROFIT CORPORATION
We, the undersigned, all of whom are citizens of the United States and residents of the State of Washington, being of full age and having associated ourselves for the purposes specified herein, and desiring that we be incorporated and that a charter be issued to ourselves, our associates and successors pursuant to Title 24 of the Revised Code of Washington, do hereby Certify and set forth:
ARTICLE I: NAME
NAME. The name of the Corporation corporation shall be SAMISH NEIGHBORHOOD, ASSOCIATION.
ARTICLE II: REGISTERED OFFICE/AGENT
The corporation’s registered office is located at P.O. Box 1551, Bellingham, WA 98227-1551, USA. The name of the registered agent of the Corporation at such address shall be April J. Markiewicz.
ARTICLE III: DURATION
DURATION. The period of duration of the association corporation shall be perpetual.
ARTICLE IIIV: PURPOSES AND POWERS
Section 1. Purposes. PURPOSES. The main purposes for which this non-profit corporation is being formed are exclusively for charitable, civic, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501(c)(3) exempt organizations. To this end, the corporation shall:
A.; t Represent and protect the civic and neighborhood interests of the o organize residents living within the boundaries of the area within the City of Bellingham commonly known as the Samish Neighborhood; to s
B. Serve as the public voice for the residents living within the Samish Neighborhood and as a means of internal organization for discussion of by which neighbors can come together to discuss concerning matters of neighborhood and City wide concern; to b
C. Oe a active entity for the protection of neighborhood interests; to obtain and disseminate information of a public nature to residents of the neighborhood on issues that directly or indirectly affect the neighborhood and the City of Bellingham; to p
ublish a periodic newsletter to be disseminated to residents within the Samish Neighborhood as well as the City of Bellingham and to collect monies for association projects and to disburse said monies for said projects.[AJM1]
D. To pPromote the interest of the Samish Neighborhood in matters of land use, zoning and other laws, regulations, rules and ordinances which directly or indirectly affect the quality of life, neighborhood amenities, character of the neighborhood, inter-relationship of the neighbors and safety and convenient use of public and private land and activities within the neighborhood and the City of Bellingham;
E. Collect and disseminate information by publishing and mailing a periodic newsletter to all households and businesses within the Samish Neighborhood area, as well as by maintaining a website on the World Wide Web accessible to everyone; and
F. Collect monies for association projects and to disburse said monies for said projects.
to collect and disseminate information of this type valuable to residential owners and tenants; to promote the comfort, protection, convenience and interests and rights of the members of the association and residents of the Samish Neighborhood and to facilitate the cooperation of its members to their mutual advantage and protection in matters relating to the use and occupancy and ownership of real property within the Samish Neighborhood. [AJM2]
All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.
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 the powers which are 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 IV
REGISTERED AGENT AND REGISTERED OFFICE. The name and address of the initial registered agent and office of the association is as follows:
Name: ROBERT E. BEATY
Street Address: 1200 Dupont Street, Suite I-D
City: Bellingham, Washington
County: Whatcom
ARTICLE V: LIMITATIONS
At all times the following shall operate as conditions restricting the operations and activities of the corporation:
1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and
3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
4. The corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any person the payment of a loan by an officer or director of this corporation.
ARTICLE VI: DIRECTORS/MEMBERS
The corporation shall have a voting membership as defined in the corporation’s bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by statute and by the corporation’s bylaws. No member or Director shall have any right, title, or interest in or to any property of the corporation.
BOARD OF DIRECTORS. The number of directors constituting the initial Board of Directors shall be twelve (12), and the names and addresses of the persons are as follows:
0.Ruby Bloomgren 1204 40th Street Bellingham, WA 982250.Cathy Beaty 3704 Taylor Avenue Bellingham, WA 982250.Merrill Kelly 1505 38th Street Bellingham, WA 982250.Janet Porkopowich 1203 37th Street Bellingham, WA 982250.Phil Seldomridge 1117 38th Street Bellingham, WA 982250.Bill Stoever 410 40th Street Bellingham, WA 982250.Tom Harmon 2216 37th Street Bellingham, WA 982250.Gary Sansom 824 Samish Way Bellingham, WA 982250.Shirley Hayes 1111 40th Street Bellingham, WA 982250.Bill Frederick 715 36th Street Bellingham, WA 982250.Nancy Tisdall 807 Bennett Court Bellingham, WA 982250.Camille Rhone 1911 Samish Way Bellingham, WA 98225
The number of Directors constituting the Board of Directors shall be fifteen (15) effective January 1, 1981.
ARTICLE VI
MEMBERSHIP. This will be a membership non-profit Corporation.
ARTICLE VII
INCORPORATORS. The names and addresses of all the incorporators are
0.Cathy Beaty 3704 Taylor Avenue Bellingham, WA 98225
ARTICLE VIII
POWERS. The association shall have all the powers granted non-profit corporations under the laws of the State of Washington. However, notwithstanding anything herein to the contrary, the corporation shall exercise only such powers as are in furtherance of the exempt purposes of the organization set forth in the subsection of section 501 (c) of the Internal Revenue Code of 1954 under which the corporation chooses to qualify for exemption, as the same now exists, or as it may be amended from time to time.
ARTICLE VII: DEBT OBLIGATIONS AND PERSONAL LIABILITY
No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE IXVIII: DISSOLUTION
DISTRIBUTION OR DISSOLUTION.
Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the organization, distribute all of the assets of the corporation exclusively for charitable, civic, and educational purposes to a qualified organization within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Any of such assets not so 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 the aforesaid purposes of the corporation, or to such qualified organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.
In the event of the dissolution of the association, no member shall be entitled to any distribution or division of its’ remaining property or its’ proceeds, and the balance of all money and other property received by the association from any source, after the payment of all debts and obligations of the association, shall be used or distributed exclusively for purposes within the intent of section 501 (c) of the Internal Revenue Code as the same now exists or as it may be amended from time to time. The duly elected corporate treasurer shall hold in trust, as a fiduciary, any net assets which are to be distributed in the event the corporation is dissolved.
IN WITNESS WHEREOF, I have hereunto set my hand and verify that I have read and foregoing, understand its’ contents, and adopt it as my own.
DATED this __24th_ day of __November_ 1980.
CATHY L. BEATY
[AJM1]See E and F below.
[AJM2]Stated in D.