RatsPacNW

 

 

RatsPacNW Rat Fanciers Club

 

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These articles were filed with the State of Washington Secretary of State and accepted on April 28, 2003.

ARTICLES OF INCORPORATION

RatsPacNW Rat Fanciers Club

The undersigned, for the purpose of forming a corporation under the nonprofit laws of the State of Washington, RCW 24.03, hereby adopts the following Articles of Incorporation:

ARTICLE I

Name

The name of this not for profit Association shall be RatsPacNW Rat Fanciers Club.

ARTICLE II

Duration

The term of existence shall be perpetual.

ARTICLE III

Registered Office and Agent

The address of the initial Registered Office of the Corporation, which is also the address of the Registered Agent, is as follows:
8493 Spring Creek Road SE
Port Orchard, Washington 98367

The name of the initial Registered Agent of the corporation is:
LeAnn R. Boardman

ARTICLE IV

Purposes and Powers

Section 1. Purposes: The purposes for which this Corporation is formed are exclusively charitable, educational and scientific purposes and consist of the following: 

A.  To develop and promote greater interest in domestic rats as pets.

B. To facilitate the breeding, showing, and improvement of the domestic rat.

C. To encourage public, private and scientific community interest and knowledge of the domestic pet rat.

D. To assist members and non-members by providing forums & events for sharing information regarding the care and showing of domestic rats.  

E. To provide a positive environment for domestic rat owners, breeders and fanciers at all of our events.

F. To cultivate friendship among and promote the interest of the owners, fanciers, and breeders of domestic rats.

G. 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 condition 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

Section 1: At all times shall the following shall operate as conditions restricting the operations and activities of the corporation:

A. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article V hereof.

 B. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and 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.

C. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE VI
Members

The corporation shall have members.  These qualifications of members, voting rights, privileges liability for dues and assessments, and the method of collection thereof, shall be set forth in the Bylaws

ARTICLE VII
Directors

The management of this corporation shall be vested in a Board of Directors. The powers and duties, number, qualifications, terms of office, manner of election, time and removal for directors, shall be fixed by the Bylaws of this corporation;
The names and addresses of the persons who are the initial directors of the corporation are as follows:

 LeAnn R. Boardman - 8493 Spring Creek Road SE; Port Orchard, WA  98367

Lynn Rosskamp -2529 12th Ave W, Seattle; WA 98119

Debbi Needham -1776 S. 41 Street; Tacoma, WA 98418

 Ayri Niemi – 3701 Piercy Road; Courtenay, BC V9J1R7 Canada

 Becky M. Ashton – 1406 Naval Avenue; Bremerton, WA  98337

 Kim Lampson Reiff – 7540 SE 71st Street; Mercer Island, WA  98040

 Michelle Carroll – 1725 Abbs Street; Boise, ID  83705

The initial directors shall serve until the first organizational meeting of the Board of Directors and until their successors are appointed.

ARTICLE VIII
Director Liability Limitations

A director shall have no liable to the Corporation for monetary damages for his or her conduct as a director, except for acts or omissions that involve intentional misconduct or a knowing violation of law by the 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 of the Corporation shall be eliminated or limited to the fullest 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 any acts or omissions of such director occurring prior to such repeal or modification.

ARTICLE IX
 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 X
Bylaws

The authority to make By-Laws for the corporation is hereby vested in the Officers of this corporation, subject to the power of the members to change or repeal such By-Laws

 ARTICLE XI
Dissolution

Upon the dissolution and/or liquidation of the corporation, the assets shall be applied and distributed as follows:

1. First to the payment of, or provision for the payment of, all debts and liabilities of the corporation.

2. Upon winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, religious, and/or scientific purposes and which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XII
Incorporators

The name and address of each incorporator is as follows:
LeAnn R. Boardman
8493 Spring Creek Road SE
Port Orchard, WA  98367
(360) 876-0236

 

IN WITNESS WHEREOF each incorporator has affixed their signature on this

____ day of ________________ 

 

____________________________
LeAnn R. Boardman

  

 

 

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