Articles of Incorporation - as of Nov 6, 2010

Filed State of Washington
September 26, 1990
Ralph Munro
Secretary of State

Filed for Record at Request or:
John M. Vincent, Attorney at Law

When Filed Return to:
Jefferson Clemente Foundation
c/o John M Vincent, Attorney at Law
11650 Highway 20
Port Townsend WA 98368


Articles of Incorporation
OF
Jefferson Clemente Foundation


Know All MEN BY THESE PRESENCE: That we, the undersigned persons of the age of 18 years or more, as incorporators of a corporation under the provisions of the Washington Non-profit Corporation Act, Ch. 24.03.RCW, adopt the following Articles of Incorporation for the following named corporation:

Article 1
NAME

The name of the corporation shall be JEFFERSON CLEMENTE FOUNDATION.

Article 11
DURATION

The period of existence shall be perpetual.

Article III
BUSINESS AND PURPOSE

1. This corporation is organized exclusively as an educational foundation within the meaning of the Section 501©(3) of the Internal Revenue Code of 1986, as amended or recodified from time to time, and to

(a) Enhance the educational and career opportunities of all Jefferson County residents;
(b) To develop, implement and fund innovative and/or educational programs in cooperation with public and private schools, agencies and businesses;
(c) To enhance the training and education of Jefferson County’s present and future labor force to the benefit of public and private employers and their employees.

2. To purchase, acquire, improve, develop, establish, operate and maintain suitable quarters to house the offices of the corporation or to lease appropriate quarters for such purposes.
3. To take such action as the corporation may deem necessary, desirable or proper to carry out each of the purposes stated in Paragraph 1.
4. To exercise such powers as are prescribed in RCW 24.03 Washington Statues and to effect any and all of the purposes for which this corporation is organized as herein before enumerated.

ARTICLE IV
DIRECTORS

The number of directors of this corporation shall be fixed by the By-Laws and may be increased or decreased form time to time in the manner specified therein. The initial Board of Directors shall consist of four (4) directors, and the names and addresses of the persons who shall serve as directors until the first annual meeting of the membership and until their successors are elected and qualified unless they resign or are removed are:

Richard D’Agostino 1413 Rose, Port Townsend, WA
Victor Dirksen, 909 Maple, Port Townsend, WA
Bruce McComas, 830 Gise, Port Townsend, WA
Brad Maier, 2020 Ninth Street, Port Townsend, WA

ARTICLE V
MEMBERSHIP

The eligibility for the rights and privileges of membership as well as the method of expulsion shall be prescribed by the By-laws.

ARTICLE VI
NON-PROFIT STATUS
The corporation is a nonprofit corporation formed under RCW 24.03. Washington Statutes, and shall not have or issue shares of stock. No dividends shall be paid. No part of the income of the corporation shall be contributed or distributed to its members, directors or trustees or officers.

The corporation may, but shall not be required to pay compensation in a reasonable amount to members, directors, and/ or trustees or officers for services rendered and may confer benefits upon its members in conformity with its purposes.

Notwithstanding any other provisions of these Articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal Income Tax under the provisions of Section 501© (3) of the Internal Revenue Code of l986, as the same may be amended or recodified from time to time.

ARTICLE VII

EXEMPT ORGANIZATION UNDER SECTION 501©(3) OF THE INTERNAL REVENUE CODE

No part of the net earnings of this corporation shall inure to the benefit of any member of individual. The corporation may be dissolved with the assent given in writing by not less than two-thirds of the membership. Upon dissolution of the corporation, other than incident to merger or consolidation, the assets of the corporation shall be dedicated to any other organization which is an “exempt organization” as defined in Section 501© (3) of the Internal Revenue Code of 1986, as now or hereafter amended, to be used for purposes similar to those for which this corporation was formed. In the event such dedication is refused acceptance, such assets shall be granted, conveyed or assigned to any nonprofit corporation, association, trust or other organization to be devoted to such similar purposes.

ARTICLE VIII
POWERS OF BOARD TO AMEND BY-LAWS

The Board of Directors of this corporation shall be empowered to amend the By-Laws and the same may be changed, modified or omitted by the Board of Directors subjects, however, to the power of the members to change or repeal such By-Laws as adopted by the Board of Directors.

ARTICLE IX
AMENDMENT OF ARTICLES

This corporation reserves the right to amend or repeal these Articles by affirmative vote of the holders of two-thirds of the membership; provided, however, that in no event shall the provisions of Paragraph 1 of Article III or the provisions of Article VII be modified or amended in any manner whatsoever.

ARTICLE X
BY-LAWS

In addition to the provisions hereof the qualifications of members of this corporation, the voting and other rights and privileges of members and any other matters which may be included, as provided by statute, shall be set forth in the By-Laws of the corporation.

ARTICLE XI
INCORPORATOR

The names and addresses of the incorporators of the corporation are as follows:


Richard D’Agostino 1413 Rose, Port Townsend, WA
Victor Dirksen, 909 Maple, Port Townsend, WA
Bruce McComas, 830 Gise, Port Townsend, WA
Brad Maier, 2020 Ninth Street, Port Townsend, WA

ARTICLE XII
REGISTERED AGENT

The name and address of the registered agent is Mr. Barton A. Phillipps, 712 Washington Street, Port Townsend WA 98368. Such address shall also be the initial registered office of the corporation.

(I am still concerned about the Registered agent… ;-{} )


DATED this 20th day of September 1990.

Signed:
Richard Agostino
Victor Dirksen
Bruce McComas
Brad Maier

This should be changed, correct?