Amended Articles of
Incorporation
of
Washington State Fire
Fighters' Association
The undersigned, in order to form a nonprofit corporation
under Chapter 24.03 of the Revised Code of Washington,
hereby signs and verifies the following Articles of
Incorporation:
Article I
The name of this corporation shall be WASHINGTON STATE
FIRE FIGHTERS' ASSOCIATION.
Article II
Section 1 Purpose:
The purposes and objects of this Corporation shall be to
promote fire prevention and legislation and education of
both fire fighters and the general public; the advancement
of fire suppression through education and conferences,
through a continuous fire fighters training program; to
promote through research and demonstration the development
of better fire fighting equipment and procedures for the
suppression of fires; to unite the fire prevention forces
and fire suppression, emergency medical, and rescue forces
of the State of Washington into a consolidated group for
legislation and educational purposes; to cultivate
fellowship among fire service organizations; and, to sponsor
periodic conferences and educational events to accomplish
these objects.
Section 2 Limitations:
Section 2.1 The Corporation shall have no capital stock,
and no part of its net earnings shall inure to the benefit
of any director or officer of the Corporation, or of any
private individual.
Section 2.2 No director, officer, or any private
individual shall be entitled to share in the distribution of
any of the Corporate assets upon dissolution of the
Corporation, or upon the winding up of its affairs. Upon
such dissolution or winding up, all the remaining assets of
the Corporation shall be distributed by the Board of
Directors for similar or identical uses and purposes, to any
organization that would qualify for exemption under the
provisions of Section (c)(3) of the Code, or any successor
provision.
Section 2.3 No substantial part of the activities of the
Corporation shall be the carrying on of propaganda, or
otherwise attempting to influence legislation except as may
be permitted to Section 501 (c)(3) organizations by the
Internal Revenue Code, and the Corporation shall not
participate in, or intervene in any political campaign on
behalf of or in opposition to any candidate for public
office.
Section 2.4 Notwithstanding any other provisions of these
Articles, the Corporation shall not conduct or carry on
activities not permitted to be conducted or carried on by an
organization exempt under Section (c)(3) of the Code, or any
successor provision, or by an organization, contributions to
which are deductible under Section 170 (c)(2) of the Code,
or any successor provision.
Article III
The management of the Corporation shall be vested in a
Board of Directors pursuant to the Washington nonprofit
Corporation Act, these Articles of Incorporation and the
Corporation's Bylaws. The powers, duties, number,
qualifications, terms of office, manner of election, time
and criteria for removal, and time and place of meetings of
the directors shall be set forth in the Bylaws of the
Corporation.
Article IV
The principle office of this Corporation shall be located
at 3734 - 147th Ave, S.E., Bellevue, King County,
Washington.
Article V
The duration of the Corporation shall be perpetual.
Article VI
The names of the directors who shall manage the affairs
of the Corporation for a period of two months from the date
of filing these Articles are as follows:
Ron Roy
Larry Creekmore
Heather Smith
Ed Mund
Ken Blake
Mike Smith
Jay Matsen
Tim McKern
Larry Wagoner
TJ Nedrow
Article VII
The officers by whom, and the manner in which, the
objects and purposes of this Corporation shall be carried
out, shall be as provided by the Constitution and Bylaws of
this Corporation.
Article VIII
Qualification for membership in the Corporation shall be
set out in the Corporation's Bylaws.
Article IX
A director shall have no liability to the Corporation for
monetary damages for conduct as a director, except for acts
of omissions that involve intentional misconduct by the
director, or a knowing violation of law by the 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. If the Washington
Nonprofit Corporation Act is hereafter amended to authorize
corporate action further eliminating or limiting the
personal liability of directors, then the liability of a
director 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 of protection of a director
of the Corporation existing at the time or such repeal or
modification for or with respect to an act or omission of
such director occurring prior to such repeal or
modification.
Article X
Section 1 Right to Indemnification: Each person
who was, or is threatened to be made a party to or is
otherwise involved (including, without limitation, as a
witness) on any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or
was a director or officer of the Corporation or, while a
director or officer, he or she is or was serving at the
request of the Corporation as a director, trustee, officer,
employee or agent or another Corporation or of a
partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans,
whether the basis of such proceeding is alleged action in an
official capacity as a director, trustee, officer, employee
or agent or in any other capacity while serving as a
director, trustee, officer, employee or agent, shall be
indemnified and held harmless by the corporation, to the
full extent permitted by applicable law as then in effect,
against all expense, liability and loss (including
attorney's fees, judgments, fines, ERISA excise taxes or
penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection
therewith, as such indemnification shall continue as to a
person who has ceased to be a director, trustee, officer,
employee or agent and shall inure to benefit to his or her
heirs, executors and administrators; provided, however, that
except as provided in Section 2 of this Article with respect
to proceedings seeking solely to enforce rights to
indemnification, the corporation shall indemnify any such
person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the
board of directors of the corporation. The right to
indemnification conferred in this Section 1 shall be a
contract right and shall include the right to be paid by the
corporation the expense incurred in defending any such
proceeding in advance of its final disposition; provided,
however that the payment of such expenses in advance of the
final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under
this Section 1 or otherwise.
Section 2 Right of Claimant to Bring Suit: If a
claim for which indemnification is required under Section 1
of this Article is not paid in full by the Corporation
within sixty (60) days after a written claim has been
received by the Corporation, except in the case of a claim
for expenses incurred in defending a proceeding in advance
of its final disposition, in which case the applicable
period shall be twenty (20) days, the claimant may at any
time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, to the extent
successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim. The claimant shall be presumed to be entitled to
indemnification under this Article upon submission of a
written claim (and, in an action brought to enforce a claim
for expenses incurred in defending any proceeding in advance
of its final disposition, where the required undertaking has
been tendered to the corporation), and thereafter the
corporation shall have the burden of proof to overcome the
presumption that the claimant is not so entitled. Neither
the failure of the Corporation (including its board of
directors or independent legal counsel) to have made a
determination prior to the commencement of such action that
indemnification of or reimbursement or advancement of
expenses to the claimant is proper in the circumstances nor
an actual determination by the corporation (including its
board of directors or independent legal counsel) that the
claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses shall be a defense
to the action or create a presumption that the claimant is
not so entitled.
Section 3 Non exclusivity of Rights: The right to
indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition
conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire
under any statute, provision of the Articles of
Incorporation, Bylaws, agreement, or vote of disinterested
directors or otherwise.
Section 4 Insurance, Contracts and Funding: The
corporation may maintain insurance at its expense, to
protect itself and any director, trustee, officer, employee
or agent or the Corporation or another corporation,
partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the
corporation would have the power to indemnify such person
against such expense, liability or loss under RCW 24.03.043
of the Washington Nonprofit Corporations Act and RCW
23B,08.510 of the Washington Business Corporation Act, or
any successor provision(s). The Corporation may enter into
contracts with any director or officer of the Corporation in
furtherance of the provisions of this Article and may create
a trust fund, grant a security interest or use other means
including, without limitation, a letter of credit to ensure
the indemnification as provided in the Article.
Section 5 Indemnification of Employees and Agents of
the Corporation: The Corporation may, by action of its
board of directors from time to time, provide
indemnification and pay expenses in advance of the final
disposition of a proceeding to employees and agents of the
Corporation with the same scope and effect as the provisions
of this Article with respect to the indemnification and
advancement of expenses of directors and officers of the
corporation or pursuant to rights granted pursuant to, or
provided by, the Washington Business Corporation Act, as
applied to nonprofit corporations, or otherwise.
Approved by vote of the membership
16 July, 2004