The Puget Sound Network for Compassionate Communication Articles of Incorporation
The undersigned, in order to form a nonprofit corporation under Chapter 24.03 of the Revised Code of Washington, hereby signs and verifies the following Articles of Incorporation:
ARTICLE I Name
The Name of the corporation (the "corporation") is THE PUGET SOUND NETWORK FOR COMPASSIONATE COMMUNICATON.
ARTICLE II Membership
Qualification for membership in the corporation shall be set out in the Corporation's Bylaws.
ARTICLE III Duration
The corporation shall have perpetual existence.
ARTICLE IV Purpose
The purposes for which this corporation is organized are:
1. To operate exclusively for religious, charitable, scientific, literary or educational purposes, within the meaning of Sections 501 (c) (3) and 170(c) (2) (B) of the Internal Revenue Code of 1986, as amended (the "Code");
2. Without limiting the generality of the foregoing, to develop and implement a program of public information and education within the field of Nonviolent Communication, reconciliation and mediation;
3. To engage in any other lawful business activity whatsoever which may hereafter from time to time be authorized by the board of directors; provided, however, that the purposes for which the corporation is formed shall at all times comply with Code Section 501(c) (3).
ARTICLE V Powers
In general, and subject to such limitations and conditions as are or may be prescribed by law, or by the corporation's Articles of Incorporation or Bylaws, the corporation shall have all powers which by law are now or may hereafter be conferred or allowed upon any corporation organized for the purposes set forth above and are consistent with the Washington Nonprofit Corporation Act (RCW 24.03) and Code Sections 501(c) (3) and 170(c) (2).
ARTICLE VI Limitations
1. The corporation shall have no capital stock, and no part of its net earnings shall inure to the benefit of or be distributable to any director, officer or other individual having a personal or private interest in the activities of the corporation; except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article IV herein.
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 uses and purposes similar or identical to those uses and purposes described in Article IV herein, to any other organization that would then qualify for exemption under the provisions of Code Sections 501(a) and 501(c) (3), or any successor provisions.
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 allowed Section 501(c) (3) organizations under 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.
4. Notwithstanding any other provisions of these Articles, the corporation shall not conduct or carryon activities not permitted to be conducted or carried on by an organization described in Section 501(c) (3) and exempt from federal income tax under Code Section 501(a), or any successor provisions, or by an organization the contributions to which are deductible under Code Section 170(c) (2), or any successor provision.
5. If the corporation is, or at any time becomes a private foundation within the meaning of Code Section 509, and for as long as such private foundation status continues, the following provisions shall apply in the management of its affairs:
5.1 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 Code Section 4942;
5.2 The corporation shall not engage in any act of self-dealing as defined in Code Section 4941(d);
5.3 The corporation shall not retain any excess business holdings as defined in Code Section 4943(c);
5.4 The corporation shall not make any investments in such manner as to subject it to tax under Code Section 4944;
5.5 The corporation shall not make any taxable expenditures as defined in Code Section 4945(d).
ARTICLE VII Registered Office and Agent
The initial registered office of the corporation is
1248 NE 104th Street, Seattle, Washington 98125 and the initial registered agent at such address is John Chamberlin.
ARTICLE VIII Incorporator
The name and address of the incorporator are:
Name: John Chamberlin
Address: 1248 NE 104th Street; Seattle, WA 98125
ARTICLE IX Directors
1. Board of Directors. The management of the corporation will be vested in a board of no less than three (3) directors. The number, qualifications, terms of office, manner of election, time and place of meeting, and powers and duties of directors shall be prescribed by the Bylaws of the corporation.
2. Names and Addresses of Directors. The names and addresses of the directors who will manage the affairs of the corporation until the first annual meeting of the board of directors as provided in the Bylaws, and until their successors are elected and qualified, are:
Name: Barbara Larson Address: 13585 Manzanita Rd., Bainbridge Is, 98110
Name: Doug Dolstad Address: 25134 Vashon Highway SW; Vashon Island, WA 98070
Name: John F. Reed Address: 6800 24th Ave NE, Seattle, 98115
Name: John M Chamberlin Address: 1248 NE 104th Street, Seattle, WA 98125
Name: Laurel Andrews Address: 5443 Kirkwood Place N., Seattle, WA 98103
ARTICLE X Limitation of Directors' Liability
A director shall have no liability to the corporation for monetary damages for conduct as a director, except for (i) acts or omissions that involve intentional misconduct by the director; (ii) a knowing violation of law by the director; (iii) voting or assenting to distributions by the corporation in violation of these Articles; (iv) 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 any acts or omissions of such director occurring prior to such repeal or modification. This provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date this Article becomes effective.
ARTICLE XI Indemnification of Officers, Directors, Employees and Agents
1. Definitions. For purposes of this Article:
1.1 "Corporation" includes any domestic or foreign predecessor entity of the corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
1.2 "Director" means an individual who is or was a director of the corporation or an individual who, while a director of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
1.3 "Expenses" include counsel fees.
1.4 "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
1.5 "Official capacity" means:
- When used with respect to a director, the office of director in the corporation; and
- when used with respect to an individual other than a director, as contemplated in sections XI.6 and XI.7 of this Article XI, the office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
1.6 "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
1.7 "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.
2. Right to Indemnification.
2.1 The corporation shall indemnify any person who was or is a party to any proceeding, whether or not brought by or in the right of the corporation, by reason of the fact that such person is or was a director of the corporation, against all reasonable expenses incurred by the director in connection with the proceeding.
2.2 Except as provided in subsection XI.2.5(e) of this section XI.2, the corporation shall indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if:
(a) The individual acted in good faith; and
(b) The individual reasonably believed:
(i) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interests; and
(ii) In all other cases, that the individual's conduct was at least not opposed to the corporation's best interests.
(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
2.3 A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection XI.2.2(b) of this section XI.2.
2.4 The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
2.5 The corporation shall not indemnify a director under this section XI.2:
(a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(b) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
2.6 Indemnification under this Article XI, section XI.2 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
3. Advance for Expenses.
3.1 The corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding and in advance of any determination and authorization of indemnification pursuant to section XI.5 of this Article XI if:
(a) The director furnishes the corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct described in section XI.2 of this Article XI; and
(b) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.
3.2 The undertaking required by subsection XI.3.1(a) of this section XI.3 must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
4. Court-Ordered Indemnification. A director of the corporation who is a party to a proceeding may apply for indemnification or advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification or advance of expenses if it determines:
4.1 The director is entitled to mandatory indemnification, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification;
4.2 The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section XI.2 of this Article XI, or was adjudged liable as described in section XI.2.S of this Article XI; but if the director was adjudged so liable, the director's indemnification is limited to reasonable expenses incurred; or
4.3 In the case of an advance of expenses, the director is entitled pursuant to the Articles of Incorporation, Bylaws, or any applicable resolution or contract, to payment or reimbursement of the director's reasonable expenses incurred as a party to the proceeding in advance of final disposition of the proceeding.
5. Determination and Authorization of Indemnification.
5.1 The corporation shall not indemnify a director under this Article XI unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section XI.2.2 of this Article XI.
5.2 The determination shall be made:
(a) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under (a) of this subsection, by majority vote of a committee duly designated by the Board of Directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;
(c) By special legal counsel:
(i) Selected by the Board of Directors or its committee in the manner prescribed in (a) or (b) of this subsection; or
(ii) If a quorum of the Board of Directors cannot be obtained under (i) of this subsection and a committee cannot be designated under (ii) of this subsection, selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate; or
(d) By the voting members, except that those members who are also directors and at the time parties to the proceeding, may not vote on the determination.
5.3 Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection XI.5.2(c} of this section to select counsel.
6. Indemnification of Officers.
6.1 An officer of the corporation who is not a director shall be indemnified, and is entitled to apply for court-ordered indemnification under section XI.4 of this Article XI, in each case to the same extent as a director; and
6.2 The corporation shall indemnify and advance expenses to an officer who is not a director to the same extent as to a director under this Article XI.
6.3 The corporation may also indemnify and advance expenses to an officer who is not a director to the extent, consistent with law that may be provided by a general or specific action of its Board of Directors, or contract.
7. Indemnification of Employees and Agents.
7.1 The corporation may indemnify employees and agents of the corporation, and may afford the right to such employees or agents to apply for court-ordered indemnification under section XI.4 of this Article XI, in each case to the same extent as a director; and
7.2 The corporation may indemnify and advance expenses to an employee or agent of the corporation who is not a director to the same extent as to a director under this Article XI.
7.3 The corporation may also indemnify and advance expenses to an employee or agent who is not a director to the extent, consistent with law that may be provided by a general or specific action of its Board of Directors, or contract.
8. Insurance. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under this Article XII.
9. Indemnification as a Witness. This Article XII does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
10. Validity of Indemnification. A provision addressing the corporation's indemnification of or advance for expenses to directors that is contained in these Articles, a resolution of its Board of Directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with the Nonprofit Corporation Act and any other applicable law.
11. Interpretation. The provisions contained in this Article XI shall be interpreted and applied to provide indemnification to directors, officers, employees and agents of the corporation to the fullest extent allowed by applicable law, as such law may be amended, interpreted and applied from time to time.
12. Savings Clause. If this Article XI or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, the corporation shall nevertheless indemnify each director as to reasonable expenses and liabilities with respect to any proceeding, whether or not brought by or in the right to the corporation, to the full extent permitted by any applicable portion of this Article XI that shall not have been invalidated, or by any other applicable law.
13. Nonexclusively of Rights. The right to indemnification under this Article XI for directors, officers, employees and agents 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, other agreement, vote of disinterested directors, insurance policy, common law or equity, or otherwise.
ARTICLE XII Amendment of Articles
The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on directors are subject to this reserved power.
IN WITNESS WHEREOF, I have hereunto set my hand this ___day of______, 2004.
CONSENT TO SERVE AS REGISTERED AGENT
John Chamberlin hereby consents to serve as Registered Agent, in the State of Washington, for Puget Sound Network for Compassionate Communication. _John Chamberlin_____________understands that as agent for said corporation, it will be responsible to receive service of process in the name of said corporation; to forward all mail to said corporation; and to immediately notify the office of the Secretary of State in the event of its resignation, or of any changes in the registered office address of 1248 NE 104th Street; Seattle, WA 98125__________
By _John Chamberlin____________