ARTICLES OF INCORPORATION

We, the undersigned persons, acting for the purpose of forming a corporation under the provisions of the nonprofit laws of the State of Washington (Revised Code of Washington 24.03), hereby adopt the following Articles of Incorporation:

 

ARTICLE I

NAME OF THIS CORPORATION

The name of this Corporation shall be Club Northwest.  Within these Articles, the Corporation may also be referred to as "the Club".

 

ARTICLE II

DURATION

The period of duration of the Corporation shall be perpetual.

 

ARTICLE III

PURPOSES OF THIS CORPORATION

This Corporation shall be established and shall continue as an educational nonprofit association in and for the State of Washington with the following purposes:

A.        Plan, organize, promote, and conduct a community athletics program which is open to and serves individuals of every age, ability level, and degree of interest, without regard to creed, sex, or race. 

B.        Provide support for outstanding locally-based athletes who have the potential to advance to national and international competition as representatives of the region.

C.        Promote and encourage all types of competition and recreational activities of athletics (track and field, long distance running, race walking, and cross-country running).

D.        Create awareness and growth of physical fitness and lifetime sports in the State of Washington.

E.        Strengthen the organization of the disciplines of athletics in the State of Washington.

 

ARTICLE IV

FISCAL POWERS AND OBLIGATIONS

This Corporation shall receive membership fees, donations from individuals and sponsors served, gross receipts from events which are operated by and for the benefit of it, and travel assistance grants, but shall not limit the other powers of investment and holding.  This Corporation shall receive and hold by gift, bequest, or purchase any real or personal property, and shall manage, invest, and reinvest the same and use and dispose of the same for scientific, educational, and charitable purposes, all for the advancement of the Club or corporation or corporations established for similar nonprofit purposes and support of their objectives and the encouragement and subsidization of their activities.  This Corporation may hold, absolutely or in trust, for any of said purposes, funds and property of all kinds, subject only to limitations and conditions imposed by law or the instrument under which said property is received, and may sell, lease, convey, or otherwise dispose of any such property and to invest or reinvest the same or any proceeds thereof, and to deal with and expend the principal and income for any of said purposes.  The Corporation may act as Trustee, and in general exercise any, all, and every power, including trust powers, which a nonprofit corporation organized under the laws of the State of Washington for the foregoing purposes can be authorized to exercise.

 

ARTICLE V

EXCLUSIVITY OF PURPOSE

This Corporation is organized exclusively for charitable, educational, and scientific purposes, and for the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding section of any future United States Internal Revenue Law).

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, 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 futherance of the purposes set forth above.  Every person who is or has been a director, officer, employee, member, or agent of this Corporation shall be indemnified and held harmless by the Corporation from any claim, action, or proceeding which may be brought against such person for activities in which said person engaged in good faith while associated with the Corporation.

No substantial part of the activities of the Club shall be the carrying on of propoganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  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 of 1954 (or corresponding section of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1954 (or corresponding section of any future United States Internal Revenue Law).

 

ARTICLE VI

BYLAWS

The Bylaws of this Corporation shall set forth, among other items, the qualifications and rights of membership, rules of operation, officers and their duties, membership and operation of the Board of Directors, date and time of the Annual Meeting of the Club, and procedures by which the Bylaws may be amended when necessary or desirable.

 

ARTICLE VII

REGISTRATION AND INCORPORATOR

The address of the initial registered office of the Corporation shall be: 1003 - 32nd  Street, Bellingham, Whatcom County, State of Washington.  The name of the initial registered agent and incorporator of the Club at such address shall be Bill Roe.

 

ARTICLE VIII

INITIAL BOARD OF DIRECTORS

The number of directors constituting the initial Board of Directors of the Club shall be nine (9) directors.  The names and addresses of the persons who are to serve as the initial directors of the Club are as follows:

            Shelley Barrett                                7550 - 17th Avenue Northwest                                             Seattle

            Anthony Brocato                           15621 Southeast 43rd Place                                                   Bellevue

            Dale Flynn                                       4219 Latona Avenue Northeast                                            Seattle

            Susan Gregg                                   7656 South 113th Street                                                           Seattle

            Michelle Kaestner                         40023 Southeast 106th Place                                                 North Bend

            Saul Kinderis                                  927-D - 21st Street                                                                     Bellingham

            James O'Brien                                 12615 Southeast 165th Place                                                 Renton

            Bob Ravet                                         24500 Russell Road, #4                                                           Kent

            Bill Roe                                             819 Indian Street                                                                       Bellingham

NOTE:  since submittal of these new articles in 1987, Board membership has changed.  Please consult the Board Directory in the directory section of the Annual Report for a current listing.

The number of directors who are empowered to serve on the Board of Directors, along with other governing rules for the Board, shall be specified in the Bylaws.

 

ARTICLE IX

DISSOLUTION

Upon the dissolution of the Club, the Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all of the assets of the Club exclusively for the purposes of the Corporation in such manner, or to such organization or organizations existing and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding section of any future United States Internal Revenue Law) as the directors shall determine.  Any such assets not so disposed of shall be disposed of by the Superior Court for King County, State of Washington, exclusively for such purposes or to such organization or organizations, as the Court shall determine, which exist and are operated exclusively for such purposes.

 

ARTICLE X

AMENDING THESE ARTICLES

These Articles of Incorporation may be amended at any meeting of this Corporation's Board of Directors by a two-thirds vote of those Directors present and voting, provided written notice of such meeting and of the proposed amendment has been submitted to all Directors at least twenty (20) days prior to the meeting.

 

DATED THIS SIXTH DAY OF FEBRUARY, 1987:

I, Bill Roe, hereby consent to serve as Incorporator and Registered Agent,  in the State of Washington, for the corporation herein named.  I understand that, as agent for the Corporation, it will be my 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 Secretary of State in the event of my resignation or of any change in the Registered Office address or of any of the Articles of Incorporation of the corporation for which I am agent.

(signed) Bill Roe



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