MCCFC Articles of Incorporation
The undersigned, acting as incorporators under the provisions of the Washington Non-Profit Corporation Act (RCW 24.03), adopt the following Articles of Incorporation for this corporation:
I. NAME
The name of this corporation shall be the Mid-Columbia Community Forestry Council.
II. DURATION
The period of duration of this corporation shall be in perpetuity.
III. PURPOSES
The corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future U.S. Internal Revenue law.
The specific purposes for which the corporation is organized is to promote recognition of the value, benefits, and importance of trees to the Mid-Columbia region, through educational and charitable programs utilizing all of the powers of nonprofit corporations consistent with exemption from tax under the Internal Revenue provisions referred to above.
IV. DIRECTORS
The number of directors constituting the initial board of directors of the corporation is 14, and the names and addresses of the persons who are to serve as initial directors are:
Faith Cooke, 1824 Riverside, West Richland, WA 99352
Patti Ensor, 4211 W. 17th Ct., Kennewick, WA 99337
Dave Evans, 511 Myrtle, Prosser, WA 99350
Margaret Germaine, Rt. 2, Box 2632, Kennewick, WA 99337
Kami Harris, 1043 W. 14th, Kennewick, WA 99337
Marilyn Hyde, 628 S. Hartford St., Kennewick, WA 99336
Howard Madsen, 302 Torbett #149, Richland, WA 99352
Carol Moser, 2662 Eastwood, Richland, WA 99352
Marianne C. Ophardt, Rt. 3 Box 3563, Prosser, WA 99350
Wayne Parkin, City of Richland, Box 190, Richland, WA 99352
Ruben Rojas, 1307 Haupt, Richland WA 99352
Dan Warehime, 3030 W Clearwater #100, Kennewick WA 99336
Duane Job, 4076 North Road 86, Pasco, WA 99301
Jack Frisbie, 1659 Mowry Square, Richland, WA 99352
Directors of the corporation shall not 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 or a knowing violation of law by a director, or any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.
V. PROHIBITED ACTIVITIES
No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services tendered and to make payments and distributions in furtherance of the purposes set forth in the Articles. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation unless an election under Section 501(h) of the Code be in effect at the time, and then only to the extent permitted thereunder consistent with exemption from income tax, and the corporation shall not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Not withstanding 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 section 501(c)(3) of the Internal Revenue Code of 1954 or any future tax law corresponding thereto, or (b) by a corporation contributions to which are deductible under section 170(c)(2) of said Code.
In the event that this Corporation shall become a "private foundation" with the meaning of Section 509 of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law:
A. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to subject it to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law;
B. The Corporation will not engage in any act of self-dealing as defined in Section 4941 (c) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law;
C. The Corporation will not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law;
D. The Corporation will not make any jeopardizing investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954 or the corresponding provision of any future United State Internal Revenue law; and
E. The Corporation shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law.
VI. DISSOLUTION
Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization organized and operated exclusively for such purposes as at the time shall qualify for exemption under the said IRS Code section 501(c)(3) or the corresponding provision of any future U. S. IRS Law, as the board of directors shall determine. Any assets not so disposed of shall be disposed of by the court of general jurisdiction in the county in which the principal office of the corporation is then located, exclusively for such purpose to such organization as said court shall determine, which are organized and operated exclusively for such purposes.
VII. INCORPORATORS
The name and address of each incorporator is as follows:
Patti Ensor, 4211 W. 17th Ct., Kennewick, WA 99337
Jack Frisbie, 1659 Mowry Square, Richland, WA 99352
Ruben Rojas, 1307 Haupt, Richland WA 99352
Marianne C. Ophardt, Rt. 3 Box 3563, Prosser, WA 99350
IN WITNESS WHEREOF each incorporator has affixed his/her signature.
The address of the initial registered office of the corporation in Washington is 5600E West Canal Pl., Kennewick, WA, 99336 and the name of its initial registered agent at such address is Marianne C. Ophardt.