articles of incorporation mukilteo … kiwanis 1122ac96-74c8-44d7-a26d-7bc1cbea2aa4mukilteo kiwanis...

Mukilteo Kiwanis 1122ac96-74c8-44d7-a26d-7bc1cbea2aa4Mukilteo Kiwanis Foundation Articles of Incorporation FINAL.docx

ARTICLES OF INCORPORATION

MUKILTEO KIWANIS FOUNDATION A Washington Nonprofit Corporation

The undersigned person(s) being of legal age, under the provisions of the Washington Nonprofit Corporation Act, Chapter 24.03, Revised Code of Washington, as amended, does hereby adopt the following Articles of Incorporation:

ARTICLE 1

Name. The name of this corporation shall be Mukilteo Kiwanis Foundation.

ARTICLE 2

Effective Date of Incorporation. The effective date of incorporation shall be upon filing

with the Washington Secretary of State.

ARTICLE 3

Tenure. The corporation shall have perpetual existence.

ARTICLE 4

Purpose for Which the Nonprofit is Organized. This corporation is formed: (1) to assist needy persons, particularly young people; to assist worthy youth in

attaining vocational excellence, and to aid handicapped persons in regaining happy, useful lives through the expending of funds directly for such purposes or by the furnishing of funds to other organizations organized for charitable, religious, scientific research, or educational purposes or the prevention of cruelty to children, all within the meaning of Internal Revenue Code (”I.R.C.”) of 1986, Section 501(c)3 as amended.

(2) Specific Club Activities include weekly membership meetings, community-based projects, fund-raising activities, awarding of college scholarships to area high


school seniors, awarding of grants to area non-profits, distribution of dictionaries to area third graders, supporting other Kiwanis Clubs with their activities.

This corporation shall have and possess all powers which may be lawfully exercised by a nonprofit corporation under the laws of the State of Washington, so long as the exercise of such powers is not inconsistent with the provisions of this Article 4.

ARTICLE 5

Dissolution of Corporation Assets. In the event of the dissolution of this corporation, after paying or adequately providing for the debts or obligations of this corporation, the directors, or persons, in charge of liquidation, shall grant, convey, assign and transfer the remaining assets of this corporation unto:

(1) A state, territory, a possession of the United States, or any political subdivision of any of the foregoing; or to the United States or the District of Columbia, to be used exclusively for public purposes.

(2) A corporation, trust, or community chest fund of the foundation: a) Created or organized in the United States or in any possession thereof, or

under the law of the United States, any state or territory; the District of Columbia, or any possession of the United States;

b) Organized and operated exclusively for charitable, religious, literary, educational purposes, or for the prevention of cruelty to children or animals;

c) No part of the net earnings of which inures to the benefit of any private shareholder or individual; and

d) No substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation.

The assets transferred to any organization listed above shall be used within the United States, or any of its possessions, exclusively for the purposes specified in subparagraph (b). No such organization listed above shall qualify for distribution unless such organization shall be an organization, association, fund or foundation organized and operated exclusively for charitable, religious, scientific or educational purposes which is a tax-exempt, non-profit corporation under the United States Internal Revenue Code Section 501(c)3, and which is recognized as such by the United States Internal Revenue Service. If the corporation holds any assets in trust at the time of dissolution thereof, such assets shall be disposed of in such manner as may be directed by decree of the Snohomish County Superior Court, upon petition thereof by the Attorney General, or any person concerned in the liquidation.


ARTICLE 6

List of Initial Directors. The business of the corporation shall be managed by a board of

directors. The number of directors of the corporation and their terms and time of election shall be determined in the manner specified in the bylaws and may be amended in the manner provided therein. When possible, the board of directors shall be selected in a fashion to create diversity on the board of directors. The following individuals will act as the initial board directors of this corporation until their successors are elected and qualified:

Name Address City Dreana Berggren 5600 Harbour Pointe Blvd.,

#1-306 Mukilteo, WA 98275

Pam Taylor 407 Mukilteo Speedway Mukilteo, WA 98275 Tim Taylor 407 Mukilteo Speedway Mukilteo, WA 98275 Gary Webster 14751 N. Kelsey Street, #105 Monroe, WA 982725 Cheryl Wynn 8803 53rd Place W Mukilteo, WA 98275 Al Zugel 834 2nd Street Mukilteo, WA 98275

ARTICLE 7

Registered Agent. This corporation appoints Earl Kidd, 4809 81st Place SE, Mukilteo, WA 98275, who has been a bona fide resident of the state of Washington for at least five years, as its Registered Agent in and for the State of Washington. This appointment may be revoked at any time by the Board of Directors authorizing and directing the filing with the Washington Secretary of State of a statement in accordance with the Washington Nonprofit Corporation Act.

ARTICLE 8

Incorporators. The names and addresses of the following incorporators are: Name Address City

Nancy Passovoy 12024 Wilmington Way Mukilteo, WA 98275 Dave Jones 1510 Debralon Way Mukilteo, WA 98275 Albert Dantico 4926 99th Street SW Mukilteo, WA 98275


ARTICLE 9

Classes of Membership. The authorized number and qualifications of members of the corporation, the different classes of membership, if any, the property, voting, and other rights and privileges of members, and their liability to dues or assessments and the method of collection thereof, shall be set forth by the Bylaws.

ARTICLE 10

Known Place of Business. The principal office of the corporation for the transaction of business is to be located within the County of Snohomish, State of Washington. The known place of business of the corporation shall be 4809 81st Place SE, Mukilteo, WA 98275 and at such other places as from time to time may be selected by the Board of Directors.

ARTICLE 11

Nonprofit Status. This corporation does not contemplate the distribution of gains, profits, or dividends to the members thereof, and is organized for non-profit purposes. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its 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 furtherance of the purposes set forth in Article 4. 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, without limitation, the publishing, lobbying or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the corporation shall not carry on any activities not permitted to be carried on by:

(a) a corporation exempt from federal income tax under I.R.C. § 501(c)(3), as amended; or

(b) a corporation, contributions to which are deductible under I.R.C. § 170(c)(2), as amended.

ARTICLE 12


Governance. a) The corporation and its members will at all times abide and be governed and

controlled by the Bylaws and Policies of Kiwanis International now in force or hereafter from time to time adopted, insofar as any provision of such Bylaws may be applicable;

b) the corporation will comply with all such conditions and requirements as Kiwanis International may prescribe;

c) whenever requested by the Board of Trustees of Kiwanis International, the corporation shall dissolve or change its form of organization, as may from time to time be requested by said Board; and

d) no amendments to the Articles of Incorporation or corporate Bylaws or change in the purpose of the corporation shall be made without the consent of Kiwanis International.

ARTICLE 13

Indemnification of Officers, Directors, Employees and Agents. To the maximum extent permitted by applicable law and effective immediately, no director of the corporation shall be personally liable to the corporation or its members for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by a director, a knowing violation of law by a director, 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. Subject to the provisions of this Article, the corporation shall indemnify any and all its existing and former directors, officers, employees and agents against all expenses incurred by them and each of them including but not limited to legal fees, judgments, penalties and amounts paid in settlement or compromise which may arise or be incurred, rendered, or levied in any legal action brought or threatened against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of services or employment as director, officer, employee or agent of the corporation, whether or not any action is or has been filed against them and whether or not any settlement or compromise is approved by a court. The corporation shall make indemnification, whether the legal action brought or threatened is by or in the right of the corporation or by any other person.

ARTICLE 14 Amendment of Articles of Incorporation. These Articles of Incorporation may be amended by the affirmative vote of a majority of the members of this corporation at a meeting called for that purpose, provided, however, that in no event shall the purposes of this corporation be changed, and Articles 4 and 13 shall be not be altered or amended in any manner or way whatsoever.


ARTICLE 15

Private Foundation Requirements and Prohibitions. During any period the corporation is deemed to be a private foundation as defined in I.R.C. § 509, as amended, or corresponding provisions of subsequent federal tax laws: 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 I.R.C. § 4942, as amended; 2. The corporation shall not engage in any act of self-dealing as defined in I.R.C. § 4941(d), as amended; 3. The corporation shall not retain any excess business holding as defined in I.R.C. § 4943(d), as amended; 4. The corporation shall not make any investments in such manner as to subject it to tax under I.R.C. § 4944, as amended; and 5. The corporation shall not make any taxable expenditures as defined in I.R.C. § 4945(d), as amended.

ARTICLE 16. Tax Exempt Purposes. 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 I.R.C. § 501(c)(3) (or the corresponding provision of any future United States Internal Revenue laws) or (b) by a corporation contributions to which are deductible under I.R.C. § 170(c)(2) (or the corresponding provisions of any future United States Internal Revenue law).

IN WITNESS WHEREOF, the persons who are to act in the capacity of incorporators of this corporation have hereunto set their hands this ______day of _______, 2017. Nancy Passovoy Dave Jones Albert Dantico


STATE OF WASHINGTON) ss. COUNTY OF SNOHOMISH) On this day, personally appeared before me Nancy Passovoy, Dave Jones, and Albert Dantico, to me known to be the individuals described in and who executed the within and foregoing instrument, and acknowledged that they signed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this ______ day of ___________, 2017. ___________________________________ Notary Public in and for the State of Washington Residing at: _________________________ My Commission Expires: _______________

ACCEPTANCE BY REGISTERED AGENT

Earl Kid, who has been a bona fide resident of Washington, hereby accepts his appointment as Registered Agent of the Mukilteo Kiwanis Foundation, to accept and acknowledge service of, and upon whom may be served, all necessary process or processes in any action, suit or proceeding that may be had or brought against this corporation in any of the courts of Washington; and affirms that his office at the address set forth in the foregoing Articles shall serve as the registered office of the corporation. DATE: ___________________, 2017 ________________________________________ Earl Kidd, Registered Agent

Registered Agent Address: 4809 81st Place SE, Mukilteo, WA 98275

articles of incorporation mukilteo … kiwanis 1122ac96-74c8-44d7-a26d-7bc1cbea2aa4mukilteo kiwanis...

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