The undersigned individual who is 18 years
of age or older, acting as incorporator under the Washington
Nonprofit Corporation Act, adopts the following Articles
of Incorporation:
The name of this corporation is North
American Youth Bridge Foundation and its duration shall
be perpetual.
This corporation is a public benefit
corporation.
The purposes for which the corporation
is organized are:
The corporation shall be operated to foster
national competition of bridge among youth, and to expand
the education and knowledge of youth, and shall be operated
exclusively for such charitable and educational purposes
within the meaning of Section 501(c)(3) of the Internal
Revenue Code, and no part of its net earnings (if any) shall
inure to the benefit of any member, officer or director
or any private individual (but the corporation may pay reasonable
compensation for services rendered, reimburse any person
for reasonable expenses incurred on behalf of the corporation,
and make payments and distributions as provided in these
Articles); no substantial part of the corporation's activities
shall be carrying on propaganda, or otherwise attempting
to influence legislation; and the corporation shall not
participate in, or intervene (including the publishing or
distributing of statements) in any political campaign on
behalf of or in opposition to any candidate or public office,
except as provided in Section 501(b) of the Internal Revenue
Code of 1986. Notwithstanding any other provision of these
Articles of Incorporation, the corporation shall not carry
on any 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 1986, or b) by
an organization contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code of 1986 (or
corresponding provision of any future United States Internal
Revenue law).
The corporation's initial registered
agent, and the address of the corporation's initial registered
office is:
Karen Barrett
8117 NE 32nd St.
Vancouver, WA 98662
The mailing address of the corporation
for annual reports and notices is:
c/o Karen Barrett
8117 NE 32nd St.
Vancouver, WA 98662
The name and address of each incorporator
is:
Karey A. Schoenfeld
Ferguson & Schoenfeld, PLLC
805 Broadway, Suite 735
Vancouver, WA 98660
Until the principal office of the corporation
has been designated by the corporation in its annual report,
notices may be mailed to the alternate corporate mailing
address (which is that of the principal office) as follows:
c/o Karen Barrett
8117 NE 32nd St.
Vancouver, WA 98662
The corporation will not have members.
In the event of dissolution of the corporation,
by lapse of time or otherwise, when it has or is entitled
to any interest in any funds or property of any kind, real,
personal or mixed, such funds or property or rights thereto
shall not be transferred to private ownership, but shall
be transferred and paid over to an organization which is
exempt from federal income taxation under § 501(c)(3)
of the Internal Revenue Code of 1986 or corresponding provisions
hereafter in effect, and which is engaged in activities
substantially similar to those of the corporation, as selected
by the directors of the corporation.
Four directors shall constitute the initial
board of directors. The names and addresses of the initial
directors are:
G.S. Jade Barrett
8117 NE 32nd St.
Vancouver, WA 98662
Karen Barrett
8117 NE 32nd St.
Vancouver, WA 98662
Ann Labe
5302 Lake Washington Blvd NE #H
Kirkland, WA 98033
Donald Mamula
12117 131st Lane NE #F-202
Kirkland, WA 98034
The directors shall not engage, participate
or intervene in any activity or transaction which would
result in the loss by the corporation of its status as an
exempt organization under Section 501(c)(3) of the Internal
Revenue Code of 1986 or corresponding provisions hereafter
in effect; and the use, directly or indirectly, of any part
of the corporation's assets in any such activity or transaction
is hereby expressly prohibited.
To the fullest extent not prohibited by
the Washington Nonprofit Corporation Act, as it exists on
the date hereof or is hereafter amended, the corporation:
11.1 Shall indemnify any person who is
made, or threatened to be made, a party to an action, suit
or proceeding, whether civil, criminal, administrative,
investigative, or otherwise (including an action, suit or
proceeding by or in the right of the corporation), by reason
of the fact that the person is or was a director of the
corporation; and
11.2 May indemnify any person who is made,
or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative,
or otherwise (including an action, suit or proceeding by
or in the right of the corporation), by reason of the fact
that the person is or was an officer, employee or agent
of the corporation, or a fiduciary (within the meaning of
the Employee Retirement Income Security Act of 1974), with
respect to any employee benefit plan of the corporation,
or serves or served at the request of the corporation as
a director or officer of, or as a fiduciary (as defined
above) of an employee benefit plan of, another corporation,
partnership, joint venture, trust or other enterprise.
This Article 11 shall not be deemed exclusive
of any other provisions or insurance for the indemnification
of directors, officers, employees, or agents that may be
included in any statute, bylaw, agreement, resolution of
shareholders or directors or otherwise, both as to action
in any official capacity and action in any other capacity
while holding office, or while an employee or agent of the
corporation.
I, the undersigned incorporator, declare
under penalties of perjury that I have examined the foregoing,
and to the best of my knowledge and belief it is true, correct,
and complete.
DATED: _______________, 2000.
______________________________
Karey A. Schoenfeld, Incorporator
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, Karen Barrett, hereby consent to serve
as registered agent in the State of Washington, for the
following nonprofit corporation: North American Youth Bridge
Foundation. I understand that as agent for the nonprofit
corporation, it will be my responsibility to accept Service
of Process in the name of the nonprofit corporation; to
forward all mail and license renewals to the appropriate
officer(s) of the nonprofit corporation; and to immediately
notify the Office of the Secretary of State of my resignation
or of any changes in the address of the registered office
of the nonprofit corporation for which I am agent.
Date:
Karen Barrett
8117 NE 32nd St.
Vancouver, WA 98662
