RESTATED ARTICLES OF INCORPORATION
Pursuant to the provisions of Section 24.03.183 of the Revised Code of Washington known as the Washington Nonprofit Corporation Act, the Des Moines Historical Society, a Washington nonprofit corporation, hereby restates its Articles of Incorporation, as follows:
Article I. Name
The name of this Corporation is: Des Moines Historical Society.
Article II. Duration
The period of its duration is perpetual unless dissolved by operation of law or otherwise.
The Corporation is organized exclusively for educational, charitable, religious, scientific, and/or literary purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as may be amended from time to time (the "Code") including, but not limited to, making disbursements to qualifying organizations. The purposes of the Corporation shall include, without limitation, the discovery, preservation, and dissemination of knowledge about the history of the greater Des Moines area of Southern King County, State of Washington. More particularly the purposes shall be, without limitation:
1. To discover and collect any facts and materials that may help to establish or illustrate the history of the area, such as printed or manuscript materials, photographs, portraits, paintings, aboriginal relics, and other material objects illustrative of life, conditions, events, and activities in the past.
2. To provide for the preservation of such material and for its accessibility, as far as may be feasible, to all who wish to examine or study it; to cooperate with officials in insuring the preservation and accessibility of the records and archives of the governmental bodies and institutions in our area; and to bring about the preservation of historic buildings, monuments, markers, and locations.
3. To disseminate historical information and arouse interest in the past by gathering and publishing historical material in newspapers and otherwise; by making displays of historical materials; by holding meetings with addresses, papers, and discussion on matters of historic interest; by marking historic locations; by making a collection of recordings of pioneers' stories; by encouraging the taking of photographs and movies of a historic nature in and of our area.
Article IV. Power
The Corporation shall have the power to do all lawful acts or things necessary, appropriate, or desirable to carry out and in furtherance of its purposes described in Article III that are consistent with the Washington Nonprofit Corporation Act and Section 501(c)(3) of the Code.
Article V. Members
The class or classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the bylaws.
Article VI. Prohibited Activity
Notwithstanding any of the provisions of these Articles of Incorporation, the Corporation shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Code or by an organization, contributions to which are deductible under Section 170(c)(2) of the Code. No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or private individual. No substantial part of the activities of the Corporation shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation except as may be permitted 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) any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not have or issue shares of stock and shall not make any disbursement of income or any loans to its members, directors or officers.
Article VII. Registered Agent
The registered office of the Society shall be 22022 11th Avenue South, Des Moines, Washington 98198-4536. The initial registered agent of the Society shall be John H. Rayback, 22022 11th Avenue South, Des Moines, Washington 98198-4536.
Article VIII. Limitation Of Director Liability
Except to the extent otherwise required by applicable law (as presently in effect and as hereafter amended), a director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions which involve intentional misconduct by the director or a knowing violation of law by the director or (ii) for any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. If the Washington Nonprofit Corporation Act or the Washington Business Corporation Act is amended to authorize further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Washington Nonprofit Corporation Act and the Washington Business Corporation Act, as so amended, without any requirement of further action by the Corporation, or its members or its directors.
No amendment to or repeal of this Article shall adversely affect any right of protection of any director of the Corporation occurring after the date of the adoption of this Article and prior to such amendment or repeal.
Article IX. Indemnification
The Corporation shall indemnify any director of the Corporation who is involved in any capacity in a proceeding (as defined in RCW 23B.08.500, as presently in effect and as hereafter amended) by reason of the position held by such person or entity in the Corporation, to the full extent allowed by law, as presently in effect and as hereafter amended. By means of a resolution or of a contract specifically approved by the Board of Directors, the Corporation may indemnify an officer, employee, or agent to such degree as the Board of Directors determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the Corporation. Reasonable expenses incurred by a director, who is involved in any capacity in a proceeding by reason of the position held in the Corporation, shall be advanced by the Corporation to the full extent allowed by and on the conditions required by applicable law, as presently in effect and as hereafter amended, unless and until it is determined that such person is not entitled to be indemnified.
The Board of Directors of the Corporation shall have the right to designate the counsel who shall defend any person or entity that may be entitled to indemnification, to approve any settlement, and to approve in advance any expense. The rights conferred by or pursuant to this Article shall not be exclusive of any other rights which any person may have or acquire under any applicable law (as presently in effect and as hereafter amended), these Articles of Incorporation, the bylaws of the Corporation, a vote of the Board of Directors of the Corporation, or otherwise. No amendment to or repeal of this Article shall adversely affect any right of any director, officer, employee, or agent for events occurring after the date of the adoption of this Article and prior to such amendment or repeal.
Notwithstanding any other provision of this Article, no indemnification shall be provided to any person if in the opinion of counsel, payment of such indemnification would cause the Corporation to lose its tax exempt status, if any, from federal income taxation.
Article X. Interest Of Officers, Directors, Or Others In Transactions With This Corporation
Any officer, director, or member (hereinafter referred to generally as "interested persons") individually, or any firm of which any interested person is a partner, or any private firm of which any interested person may be an officer, director, employee, or holder of any amount of its capital stock or other ownership interest may be a party to or may be interested in any contract or transaction of this corporation and, in the absence of actual fraud, no such contract or other transaction shall be thereby affected, impeached, or invalidated.
No interested person shall be liable to account to this corporation for any profit realized by him or her from or through any such transaction or contract provided that such contract or transaction shall be approved or ratified by the affirmative vote of directors who are not so interested constituting a majority of a quorum of directors present at a meeting of the board of directors of the Corporation having authority in the premises.
Directors interested in any contracts or transactions of the types described in the foregoing paragraphs may be counted when present at meetings of the board of directors or of any committee for the purpose of determining the existence of a quorum to consider and vote upon any such contract or transaction.
Article XI. Distributions Upon Dissolution
No director, trustee, or officer of the Corporation, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation or the winding up of its affairs. Upon dissolution or winding up of the Corporation, after paying or making adequate provision for payment of all of the liabilities, all remaining assets of the Corporation shall be distributed by the board of directors to one or more nonprofit funds, foundations, or corporations that are organized and duly operated exclusively for educational, charitable, religious, scientific and/or literary purposes, within the meaning of the Code, and which at that time qualify for tax exempt status under Section 501(c)(3) of the Code. Any assets not so disposed of shall be disposed of by the Superior Court of King County, Washington, for the purposes set forth in Article III of these Articles of Incorporation or to such organization or organizations as the Superior Court of King County shall determine to be organized and operated for purposes similar to that of the Corporation.
Article XII. AMENDMENTS
These Articles may be amended only by a majority vote of the directors. These Restated Articles of Incorporation of Des Moines Historical Society correctly set forth without change the provisions of the Articles of Incorporation, as amended, and these Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto.
DATED this 13th day of March, 2002.
Richard T. Kennedy, President