Articles of Incorporation
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:
The name of this corporation shall be WASHINGTON STATE FIRE FIGHTERS’ ASSOCIATION.
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.
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.
The principle office of this Corporation shall be located at 3734 – 147th Ave, S.E., Bellevue, King County, Washington.
The duration of the Corporation shall be perpetual.
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:
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.
Qualification for membership in the Corporation shall be set out in the Corporation’s Bylaws.
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.
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