We, the undersigned persons, acting as the incorporators of a corporation under the provisions of the Washington Nonprofit Corporation Act (RCW 24.03), adopt the following amended Articles of Incorporation for such corporation.
Article I - Name
The name of the Corporation shall be the Pacific Northwest Salmon Center.
Article II - Term of Existence
The term of existence of the Corporation shall be perpetual.
Article III - Purpose
The corporation is organized exclusively for charitable purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code as it now exists or is hereafter amended. This corporation is formed for the following purpose: to establish and conduct a science center which will enhance the public knowledge and appreciation of Salmon and ecosystem health through research, interactive education, a museum, displays, seminars, tours, a Salmon Hall of Fame, and other means. The corporation may also engage in any other lawful activity that may be useful, necessary, or desirable for the furtherance, accomplishment, fostered or attainment of the foregoing purposes, either directly or indirectly and either alone, or in conjunction or in cooperation with others, whether such persons or organizations of any kind or nature such as corporations, firms, associations, trusts, institutions, foundations or governmental bureaus, departments or agencies, all as hereafter may be authorized from time to time by the Board of Directors, PROVIDED, that the purposes for which the corporation is formed shall at all times be consistent with section 501 (c)(3) of the Internal Revenue Code of 1986, as it now exists or is hereafter amended.
Article IV - Powers
This corporation shall have such powers as are set forth in the Revised Code of Washington, Section 24.03.035 and as they may be amended from time to time and all other powers as may be granted to a non-profit corporation under the laws of the State of Washington, consistent with its qualifications under 501 (c)(3) of the Internal Revenue Code, as it now exists or is hereafter amended..
Article V - Region
The Pacific Northwest Salmon Center shall operate in and encompass the greater Pacific Northwest area.
Article VI - Board of Directors
Management of the corporation shall be vested in a Board of Directors. The initial number of Directors shall be eight (8). The election of and number of Directors, terms of office, powers and duties of the Directors, and the time and place of meetings, shall be as described in these Articles and the bylaws of the Corporation. The names and addresses of the initial Directors are as follows:
Mr. Al Adams, 9741 E Hwy 106, Union, WA 98592
Mr. Mark Flatau, 71 E Campus Dr, Belfair, WA 98528
Mr. Robert Hager, 51 E Sunset Beach Lane, Belfair, WA 98528
Mr. Mike Kuttel, 1111 Washington St S.E., Olympia, WA 98501
Ms. Pam Merrill, 91 NE Alder Creek Lane, Belfair, WA 98528
Ms. Sandra Nagli, 71 E Campus Dr., Belfair, WA 98528
Ms. Susan Patnude, 48 Devonshire Road, Montesano, WA 98563
Mr. Neil Werner, 22871 E Hwy 3, PO Box 2169, Belfair, WA 98528
Article VII - Limitation of Director Liability
To the extent authorized by law, the directors of the corporation shall incur no personal liability to the corporation or its members for monetary damages for conduct as a director. This provision does not eliminate the liability of a director for acts or omissions that involve intentional misconduct of a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive or did 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 the personal liability of directors, then the liability of directors of the corporation 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 the director of the corporation existing at the time of such repeal or modification for, or with respect to, an act or admission of such director occurring prior to such repeal or modification.
Article VIII - Bylaws
The authority to make bylaws for the corporation is hereby vested in the Board of Directors. Any changes shall require a 2/3 majority vote of the Directors.
Article IX - Registered Agent
The registered agent for this corporation shall be Mr. Neil Werner. The address of the registered agent as well as the registered office address of the corporation shall be at 22881 NE State Route 3, PO Box 3238, Belfair, WA 98528.
Article X - Limitations
No monies of the Pacific Northwest Salmon Center (PNWSC) shall inure to the benefit of, or be distributed to the members, Directors, or other private persons except that the PNWSC shall be authorized and empowered to make reasonable compensation for services rendered, payments for materials purchased and other distributions as necessary in the furtherance of the purpose set forth in Article III. All the purposes and powers of the corporation shall be exercised exclusively for charitable and educational purposes in such a manner that the corporation shall qualify as an exempt organization under 501 (c)(3) of the Internal Revenue Code of 1986 as it now exists or is hereafter amended, and that contributions to the corporation shall be deductible under section 170 (c)(2) of the internal Revenue Code of 1986 or their corresponding provision of any future United States Internal Revenue Law. No substantial part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to), any political campaign on behalf of or in opposition to any candidates for public office.
Article XI - Dissolution
Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all debts and obligations of the corporation, distribute all the remaining assets for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, as it now exists or is hereafter amended, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Article XII - Amendments
The corporation reserves to the Board of Directors the right to amend or repeal any provision contained in these Articles of Incorporation. Any changes shall require a 2/3 majority vote of the Directors.
Article XIII - Incorporators
The names and addresses of the incorporators of the corporation are as follows:
Ms. Pam Merrill, 91 NE Alder Creek Lane, Belfair, WA 98528
Mr. Al Adams, 9741 E Hwy 106, Union, WA 98592
IN WITNESS WHEREOF each Incorporator has affixed his signature on this ___15th_____day of ___July________, 2002.
__________________________
__________________________
(Must be notarized)
Consent to Appointment as Registered Agent
I, Neil Werner, hereby consent to serve as Registered Agent in the State of Washington, for the corporation herein named. I understand as agent of 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 the Secretary of State in the event of my resignation or of any change in the Registered Office address of the corporation for which I am agent.
_____July 15, 2002_________
(Date)
________________________
(Signature)
(Ammended November 2006)
