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:
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".
The period of duration of the Corporation shall be perpetual.
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.
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.
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).
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.
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.
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.
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.
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
It is the mission of Club Northwest to provide for its members and for the community as a whole, leadership in and support for track & field athletics, long distance running, cross country running, race walking, and mountain/ultra/trail running.
It shall be the purpose of Club Northwest to provide for its members and for the community as a whole, leadership in and support for track & field athletics, long distance running, cross country running, and race walking. In doing so, it shall provide:
A. Elite support: support for elite-level athletes who live in the State of Washington primarily and, where within its means, the Pacific Northwest region (Alaska, Idaho, Montana, Oregon, and Washington);
B. Other support: reasonable support for other individuals of every age, ability level, and degree of interest;
C. Community support: education and information to the community which will improve the opportunity to enjoy running-related activities; and
D. General: such activities as will improve the general quality of track & field athletics, long distance running, cross country running, race walking, and mountain/ultra/trail running.
The following shall govern membership within Club Northwest and shall be reflected in a policy on membership:
1. Active members: Active members shall include competitive and support members, such as athletes, coaches, managers, trainers, officials, and other interested contributors. Within active membership, there shall be annual memberships for individuals and families, and life memberships for individuals.
2. Life members: Life members are those accepted by the Board for either service or financial contribution to the Club. They are exempt from further payment of annual dues. From time to time, life members may receive such benefits as determined by the Board of Directors.
B. Dues and fees: Dues and fees shall be set forth in a policy and shall be adjusted from time to time by the Board of Directors.
C. Membership benefits: Benefits of membership shall include:
1. Magazine: The Northwest Runner magazine;
2. Other mailings: An annual report, special incentives as made available, access to the CNW members-only section of the web site, and special mailings, to include e-mails;
3. Events: Some Club events may have reduced fees, or have no entry fee for members who represent the Club in competition;
4. Funding: Competitive members are eligible for travel funding based on funding standards, priorities, and accumulated credit for service to the Club (see current team policies); and
5. Voting privileges: These shall be extended to every member in good standing, with each membership entitled to one ballot in the annual elections.
D. Termination: Termination of membership shall be automatic upon lapse of payment of dues. Termination proceedings may be heard at any time during a membership so long as just cause exists and due process is followed by the Board of Directors in accordance with Article 3.
MEETINGS AND VOTING
A. Annual meeting: The Annual Meeting of the Club shall be held in March. The date, time, and place shall be set by the Board no later than its February meeting and advertised to all members of the Club in good standing, along with notice of agenda items and elections. The annual election for members of the Board shall be conducted at this time, and the balloting by the Board for officer positions shall take place immediately following.
B. Regular meetings: The Board of Directors shall meet monthly on the second Monday of the month or an alternative date which may be agreed upon by the Board at its previous meeting and advertised to the members. Members of the Club are welcome to attend and participate in meetings, although only Board members may vote. All proceedings of the meetings are to be recorded by the secretary, distributed to the Board and other attendees, and approved by the Board at its next meeting. Any proceedings designated as executive session by the president or Board shall not be recorded.
C. Special meetings: The president or any three (3) members of the Board may call special or closed meetings for good cause. Where such meetings involve other than day-to-day Club operations, notice must be sent to all current members of the Club.
D. Agenda: The Board may establish, publish, and maintain such rules as are necessary for the timely conduct of its business. These shall be reflected, where appropriate, as the "Agenda" and "Calendar" policies in the Statements of Policy and Procedure. The president shall distribute an agenda for each meeting at least five (5) days prior to the meeting.
E. Quorum: A quorum shall consist of more than fifty percent (50%) of the authorized number of Board members. On matters of policy, if no quorum is present, soliciting votes over the telephone to attain 50% is permissible.
F. Member participation: An opportunity for any Club member to be heard on any Club related subject shall be given at the beginning of each meeting of the Board and the Annual Meeting. A summary of any statement given, when provided in writing to the secretary, shall become part of the published record of the meeting.
G. Minutes: The secretary shall send the draft minutes of each meeting within ten (10) days to all meeting attendees by electronic means. All attendees shall have forty-eight (48) hours to offer comments and corrections, at which time another forty-eight (48) hour period shall allow for Board members to vote to approve the minutes. Upon approval, the minutes shall be posted on the web site.
H. Electronic voting: Any issue involving an expenditure of less than $500 and which does not involve a change to the Bylaws or Policies and Procedures may be voted upon electronically. A Board member must initiate the discussion by sending an e-mail motion to the Board. A second Board member must second the motion within forty-eight (48) hours. At least forty-eight (48) hours must be allowed for discussion and voting after the second. A deadline for voting which allows for the discussion period shall be included in the motion. A Board member registering an early vote may change the vote up to the deadline. Board members shall send their contributions to the discussion and their vote to all other Board members.
BOARD OF DIRECTORS
The Board of Directors shall administer the operations and make the policies of Club Northwest. It shall oversee any committees, personnel, and events of the Club. The current Board roster shall be maintained as an appendix.
A. Composition of the Board: The Board of Directors shall consist of nine (9) members((,)) elected by and from the general membership, and up to four (4) additional members selected by the Board from the membership for one (1) year terms. The elected Board shall be chosen in groups of three (3) members who shall be elected each year for three (3) year terms.
1. At-large members: The primary reason for appointment as an at-large member shall be a lack of elected members who are current "A" or "B" team competitive members, so that the total membership of the Board shall have, at all times, at least twenty percent (20%) competitive team members. A secondary reason shall be to bring certain skills to the Board.
2. Positions: Each Board position shall be numbered and balloted for separately. Board positions elected in 2002 (and every three years thereafter) shall be #1, #2, and #3; positions elected in 2003 (and every three years thereafter) shall be #4, #5, and #6; and positions elected in 2004 (and every three years thereafter) shall be #7, #8, and #9.
3. Nominating procedure: Nominations to the Board shall be gathered during the months of December and January, and in February up to and including the February Board meeting. Additional nominations may be made at this meeting. Any member in good standing may make a nomination, and no nomination requires a second.
4. Balloting: There are two alternative methods for conducting the Board election. In the first instance, a ballot will be sent to all members of the Club and shall include a brief description of each candidate, which shall incorporate the name, sex, age, athletics background, Club membership status, service to the Club, and other background information appropriate to the election. This ballot shall be sent out within ten (10) days of the February Board meeting, and shall be due back to the secretary by February 28th each year when mailed. The ballot may also be brought to the annual meeting and cast in person at the appropriate time. The second option shall be to mail each member a notice of the annual meetiing with the elections featured prominently in the mailing, and all ballots cast and collected at the annual meeting. The Board will annually determine which method to use after nominations are closed at the February meeting.
5. Membership: A person must be a member of the Club for at least one (1) year before election to the Board.
B. Powers: The Board shall have the power to determine the procedures, qualifications, dues, and due process to be given for all memberships, the schedule of events, event contracts and directors, team standards and travel policies, Northwest Runner contracts, and other matters affecting the Club directly or indirectly. The Board may delegate to any committee, employee, or member of the Club such duties and responsibilities as may be necessary to facilitate the operation of the Club.
C. Obligations: No Board member or officer of the club, or any other person, shall obligate Club Northwest, directly or indirectly, in any type of contract including but not limited to the operations conducted by the Club, nor in any contract for furnishing services, supplies, or other items to it unless:
1. Board authorization: Such contract shall be authorized by a quorum of Board members present and voting at any meeting; and
2. Full disclosure: The fact and nature of such obligation and/or interest shall have been fully disclosed or known to the members of the Board of Directors present at the meeting at which such contract is presented.
D. Termination of Board membership: A Board member may be terminated in three ways:
1. By the member: Voluntary action by (resignation) or involuntary (death, permanent disability) situation affecting the member;
2. By the general membership: The general membership of the Club may petition the President to call a special election to remove a member of the Board of Directors. The petition must bear the signatures of ten (10) members in good standing and the election must be held within thirty (30) days of receipt of the petition. A two-thirds affirmative vote of persons voting shall remove the member in question.
3. By the Board: The Board of Directors may remove one of its own members from office with a two-thirds affirmative vote of the authorized number of Board members. Board membership shall be reviewed when the fourth unexcused absence from a regular meeting occurs during a calendar year.
E. Vacancy: If a vacancy occurs on the Board, the remaining Board members shall appoint an interim member to serve the remainder of the term if less than one year remains. If more than one year remains, the interim member will serve until the next regularly scheduled election, where a ballot shall occur to fill the remainder of the term.
F. Subcommittees: There shall be regular subcommittees of the Board whose duties shall be limited in length of service and scope. These shall include (but not be limited to) employee searches, budget, and nominations for Board positions. All subcommittees shall be named by the president with the approval of the Board.
OFFICERS AND THEIR DUTIES
There shall be five (5) officers of Club Northwest who shall be elected by and from the membership of the Board of Directors at the Annual Meeting. They shall serve for one (1) year terms, and shall be limited to consecutive service in the same position of four (4) years. There shall be no succession of offices. The positions are:
A. President: The president shall preside over all Club meetings, including those of the Board; shall be an ex-officio member of all Club committees as a voting member; and shall reflect the Club's official position as directed by the Board in Board resolutions or assign such written positions to be released.
B. Vice Presidents: There shall be two (2) vice presidents. One vice president shall be designated the senior vice president and shall replace the president when necessary as the presiding officer and shall serve as president if a vacancy occurs until the Board names a replacement president. The vice presidents shall perform such duties as assigned by the president and the Board, such duties to include one vice president overseeing membership and the other overseeing the team manager.
C. Secretary: The secretary shall maintain a written record of the proceedings of all Board of Directors and general membership meetings, and provide for the general release of such minutes to all members of the Board of Directors and other approved individuals; shall keep or cause to be kept all such minutes of such proceedings; shall send or cause to be sent the minutes to any meeting at least five (5) days prior to the next regularly scheduled meeting of the Club or of its Board; and shall keep a historical log of the Club which shall include historical and current Bylaws, historical and current Statements of Policy and Procedure, and written minutes of all Club meetings. Such historical material shall be housed at the Club office.
D. Treasurer: The treasurer shall keep the books of the Club; shall provide written statements of the Club's financial position to the Board of Directors at each meeting; shall keep a record of all persons authorized to sign on accounts; shall issue checks as approved by the Board of Directors; shall chair the Club's Finance Committee; and shall file, apply for, and maintain such current permits, licenses, tax returns, and other such documents as may be required of the Club by various government or other organizations.
There shall be two types of committees empowered by these Bylaws to carry out specific functions and advise the Board of Directors on matters of policy.
A. Regular committees: These shall be ongoing committees of the Club to provide stability to its workings and the volunteers who serve it. These regular committees shall include, but not be limited to, finance and events.
B. Special committees and task forces: These shall have short-term duties, such as the annual nominating committee, and shall be empowered by the president as such duties are required.
MANAGERS AND ADMINISTRATION
A. Team managers: The elite athlete members of this Club shall be managed by a head team manager named by the Board and one or more assistant team managers. The managers acting together may employ an athlete's advisory committee at their discretion to assist them in formulation of policy. The various assistant team managers shall be named by the head manager. There shall be such assistant managers as deemed appropriate by the head manager, which may include such areas as men's track & field, women's track & field, cross country running, road running, and race walking. duties of the managers shall include:
1. Team member status and reports: Decisions on initial status of athletes and changes in their status. Status reports shall be made to the Board at the March (outdoor track), June (summer track), August (cross-country), and December (indoor track) meetings each year. Evaluations for year-around segments of the competitive membership (road running and walking) shall be ongoing and included in each report.
2. Contracts: Negotiation and approval of standard and individual contracts.
3. Entry policies and operation: Entry of team members into meets or races.
4. Budget: All aspects of team budgeting, including specifically the responsibility to have a continual stock of approved uniform parts on hand and available for the members.
5. National qualification and funding procedures: Implementation all plans approved by the Board.
6. Advisory committee: Utilization, at their discretion, of an athlete's advisory committee which shall advise the Board and the team managers on all matters regarding the team, including but not limited to team international, national, A, B, and C standards, team member status, contracts, funding and entry policies, budget, and national qualification and funding procedures.
7. Policies: Maintenance and enforcement of all policies concerning the team.
B. Other managers: Day-to-day functions of the Club may be carried out by one or more managers who are appointed or hired by the Board of Directors. It shall be the duty of any manager to carry out the administration of the Club in accordance and as outlined in the Policies and Procedures established by the Board. The managers shall be evaluated on an on-going basis by the Board.
C. Coaches: Coaches may be periodically hired or appointed by the Board. Said individuals shall serve on a contractural basis and their functions shall be coordinated by the Board.
D. Consultants: Although their use is to be severely restricted by the Board at all times, consultants may be periodically hired or appointed by the Board. Said individuals shall serve on a contractural basis and their functions shall be coordinated by the Board.
E. Board service: Any person serving the Club in a regular paid capacity shall be ineligible for concurrent Board membership.
F. Event directors and co-directors: Persons or groups to assist the Club and its contractor for events may be periodically hired or appointed by the Board. Said individuals shall serve on a contractural basis and their functions shall be coordinated by the Board with the event contractor and subject to a written agreement.
The following provisions govern the Northwest Runner, the Club's official monthly running community publication:
A. Publishing: The Northwest Runner shall be published monthly under the title of Northwest Runner, acknowledging that it is under the ownership of Club Northwest.
B. Powers of personnel: All editorial decisions affecting the magazine shall be the province of the editor of the magazine, and all fiscal decisions affecting the magazine shall be the province of the business manager of the magazine; provided, however, that such decisions cannot be in violation of such contracts as exist at the time, and cannot serve to diminish the position of the magazine in any regard. No paid employee of the Northwest Runner may serve concurrently on the Board of Directors of the Club.
C. Ownership: The Northwest Runner shall remain Club Northwest property in perpetuity. A two-thirds affirmative vote of the general membership, with at least fifty percent (50%) of the membership voting, shall be necessary in order for this provision of the Bylaws to be changed. Should the Club cease to exist as a non-profit corporation, the members of the last known Board of Directors are empowered to set the magazine up in a separate non-profit corporation and use the profits for one or more of the purposes of the Club as outlined in the Articles of Incorporation and above.
D. Personnel contracts: The editor and business manager of the Northwest Runner magazine shall be contracted by the Board of Directors and shall serve in administrative positions with such functions as outlined in said contract. If agreed upon in the contract, the editor and/or business manager may also serve in other Club functions, such as Membership Officer and Public Information Officer. The two positions may be contracted to one or more persons, at the discretion of the Board.
STATEMENTS OF POLICY AND PROCEDURE
A. Statements: Club Northwest shall keep a written statement of policies and procedures to be followed in managing and supervising the affairs of the Club. Each statement shall include the date it was accepted or last date amended as a policy or procedure.
B. Amendments: Additions or changes to the statements may be made at any regular or other meeting of the Board of Directors of the Club by a majority vote of the Board members, provided that such proposal was circulated to each member with the minutes to the previous meeting.
CONFLICT OF INTEREST
Any individual who is a member of any committee of Club Northwest, or who is on the Board of Directors, shall not participate in the evaluation or approval of a contract with any person or group to provide services or goods to Club Northwest if that individual benefits, indirectly or directly, from that contract.
It shall be the responsibility of any Club Northwest member referred to above who has a conflict of interest to disclose it to the Board. The Board reserves the right to approve or disapprove any agreement which represents a potential conflict of interest.
Any person (and the heirs, executors and administrators of such persons) made or threatended to be made a party to any action, proceeding, or suit by reason of the fact that he or she is or was a director or officer of the Club shall be indemnified by the Club against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him or her (or by his or her heirs, executors, or administrators) in connection with the defense or settlement of such action. No indemnification will be provided for officers or directors found liable for negligence or convicted of a crime while performing their duties, or for any action taken by such officers or directors without the approval of the Board of Directors as previously stated in these Bylaws.
Any technical failure to comply with the Bylaws of Club Northwest which, in the judgement of the members of the Board of Directors, does not cause injury to the rights of members or to the function of the corporation, shall not invalidate any action taken by the Club or its Board.
Grievances shall be handled by the Board in a manner consistent with USA Track & Field principles and governance.
AMENDING THESE BYLAWS
A. By the Board: Changes to these Bylaws may be made by the approval of two-thirds of the members of the Board of Directors in any special or regular meeting, providing that all Club members have been given proper twenty (20) days notice as to the intended change and a chance to appear at or present written evidence, pro or con, at such meeting.
B. By the membership: The general membership of the Club may petition the Board to change the Bylaws. The petition must bear the signature of at least seven (7) members in good standing. A special ballot of the general membership on the change must be held within sixty (60) days of the receipt of the petition. A two-thirds vote of the general membership voting shall be necessary to effect the change, provided at least twenty percent (20%) of such members cast ballots. The Club Board may choose to approve the amendment exactly as petitioned and dispense with the balloting of the membership.