Articles of Incorporation 2016-12-19T14:25:24+00:00

Articles of Incorporation of the Washington State Academy of Sciences

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

Name

The name of this corporation is the Washington State Academy of Sciences.

ARTICLE II

Duration

The period of duration of the corporation shall be perpetual.

ARTICLE III

Purposes

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 as hereafter amended (the “Code”), including:

  1. To serve as a principal source of scientific investigation, examination, and reporting on scientific questions referred to the corporation by the Governor of the State of Washington, the Governor’s designee, the Washington State Legislature or any other entity or organization;
  2. To carry out functions or provide services to its members and the public such as public education programs, newsletters, websites, science fairs, and research assistance; and
  3. To engage in any other lawful activity which may be authorized from time to time by the Board of Directors.

ARTICLE IV

Powers

In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the corporation’s Articles of Incorporation or Bylaws, the corporation shall have all powers which now or hereafter are conferred by upon a corporation organized for the purposes set forth above, or are necessary of incidental to the powers so conferred, or are conducive to the attainment of the corporation’s purposes.

ARTICLE V

Influence Legislation

No substantial part of the activities of the corporation shall be devoted to attempting to influence legislation by propaganda or otherwise except as may be permitted by Section 501(c)(3) organizations by the Code, 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 candidate for public office.

ARTICLE VI

Registered Office and Agent

The address of the initial registered office of the corporation is 17432 Bothell Way NE #B107, Bothell, Washington 98011 and the name of its initial registered agent at such address is Dr. R. James Cook. The written consent of such person to service as registered agent is attached hereto. The Board of Directors shall have the authority to appoint a permanent registered agent and shall immediately notify the Secretary of State of any change of the corporation’s registered agent.

ARTICLE VII

Members

The qualification of the members, the application process, property, voting and other rights and privileges of the members and their liability for dues and assessments, and the method of collection thereof, shall be set forth in the Bylaws.

ARTICLE VIII

Board of Directors

Section 1. The management of the corporation shall be vested in a board of no fewer than five (5) directors. The number, qualifications, terms of office, manner of election, time and place of meeting, and powers and duties of the directors shall be fixed by the Bylaws of this corporation.

Section 2. The names and addresses of the initial Board of Directors who will manage the affairs of the corporation until their successors are selected as provide in the Bylaws are:

Name: R. James Cook, PhD
17432 Bothell Way NE #B107
Bothell, WA 98011

Name: Bobbie Berkowitz, PhD, RN, FAAN
University of Washington School of Nursing
Box 357263
Seattle, WA 98195-7263

Name: Maxine Hayes, MD
Washington State Department of Health
PO Box 47890
Olympia, WA 98504-7890

Name: Edward B. Perrin, PhD
Department of Health Services
University of Washington
Box 358852
Seattle, WA 98195-8853

Name: Gordon Orians, PhD
5130 NE 180th Street
Lake Forest Park, WA 98155

ARTICLE IX

Limitation of Directors’ Liability

A director shall have no liability to the corporation for monetary damages for conduct as a director, except for acts or 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 or protection of a director of the corporation existing at the time of 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

Indemnification

Section 1. Right to Indemnification of Directors and Officers. Each person who was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in 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 of 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 attorneys’ 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, and such indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of 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 expenses 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 2 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 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. Nonexclusivity 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 of 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 Corporation Act and RCW 23B.08.510 of the Washington Business Corporation Act, or any successor provisions. 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 payment of such amounts as may be necessary to effect indemnification as provided in this 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.

ARTICLE XI

Bylaws

The authority to make, alter, amends, or repeal the Bylaws of this corporation is vested in the Board of Directors, and may be exercised in a manner set forth in the Bylaws of the corporation.

ARTICLE XII

Limitations

Section 1. The corporation shall have no capital stock and no part of the net earnings of this corporation shall inure in whole or in part to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of the corporation, or to any person or organization other than an organization which is exempt from federal income taxation under Sections 501(a) and 501(c)(3) of the Code, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article III.

Section 2. 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 501(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 XIII

Distributions upon Dissolution

Upon any dissolution of the Washington State Academy of Sciences under provisions of the laws of the State of Washington for nonprofit corporations, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Code, or any successor statutes, and which further the purposes set forth in Article III. In no event shall any of the corporation’s assets be distributed to the officers, directors, or members of the corporation.

ARTICLE XIV

Amendments

The authority to amend, alter, change, or repeal any provision contained in these Articles of Incorporation is vested in the Board of Directors, and may be exercised at any regular or special meeting of the board.

ARTICLE XV

Incorporator

The name and address of the incorporator are:

Terese Neu, Richmond Buck & Gordon LLP 2025 First Ave, Suite 500 Seattle WA 98121-3140

IN WITNESS WHEREOF. I have hereunto set my hand this ____ day of April _____, 2007

Terese Neu Richmond Incorporator

CONSENT TO SERVE AS REGISTERED AGENT

I, Dr. R. James Cook, hereby consent to serve as registered agent, in the State of Washington, for the Washington State Academy of Sciences. I understand that as agent for the corporation, it will be my responsibility to accept service of process in the name of the corporation; to forward all mail and license renewals to the appropriate officer of the 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 corporation for which I am agent.

© Washington State Academy of Sciences 2007-2016. All rights reserved.