ARTICLES OF INCORPORATION
The undersigned natural person of the age of eighteen years or more, acting under the nonprofit laws of the State of Washington, RCW 24.03, adopts the following Articles of Incorporation:
ARTICLE I
The name of this corporation shall be the Faculty Club of the University of Puget Sound.
ARTICLE II
The corporation's duration shall be perpetual.
ARTICLE III
The purpose for which the corporation is organized is as follows:
1. The purposes of this Club shall be to establish and maintain a center and operating facility which makes it possible for the members to meet regularly both formally and informally, and thus to provide for the interchange of ideas and information necessary to further the social, educational, intellectual and research objectives of the University of Puget Sound.
ARTICLE IV
The name of the registered agent of the corporation is Mott T. Greene, Ph.D. The registered office address, which is also the address of the registered agent is The Honors Program, University of Puget Sound, 1500 N. Warner, Tacoma, WA 98416
ARTICLE V
The corporation shall be nonstock, and no dividends or pecuniary profits shall be declared or paid to the Trustees.
ARTICLE VI
The corporation will be a membership corporation.
ARTICLE VII
There shall be nine Trustees serving as the initial Board of Trustees who are to serve for one year or until their successors are elected and qualified. Their names and addresses are as follows:
William H. Beardsley Ph.D.
4627 N. Ferdinand
Tacoma, WA 98407 (206) 756-8051
Mott T. Greene, Ph.D.
Honors Program, University of Puget Sound, 1500 N Warner
Tacoma, Washington 98416 (206) 756-3782
Paul Loeb Ph.D.
Dept. of Philosophy
U of Puget Sound
Tacoma, WA 98416 (206) 756-3507
Robert I. Matthews Ph.D.
Dept. of Mathematics
University of Puget Sound
Tacoma, WA 98416 (206) 756-3561
Carol Merz Ed.D.
5327 N. Bristol
Tacoma, WA 98407 (206) 759-6707
Beverly Pierson Ph.D.
2804 N. 19th Street
Tacoma, WA 98406 (206) 759-9519
Michel Rocchi Ph.D.
Dept. of Foreign Languages
University of Puget Sound
Tacoma, WA 98416 (206) 756-3111
Florence Sandler Ph.D.
1212 N. Washington
Tacoma WA 98406 (206) 759-3897
Stuart W. Smithers Ph.D.
#5 Salmon Beach
Tacoma, WA 98407 (206) 752-7529
ARTICLE VIII
The corporation shall have all the powers granted corporations under the laws of the state of Washington including, but not limited to those under RCW 24.03.035. However, notwithstanding anything herein to the contrary, the corporation shall exercise only such powers as are in furtherance of the exempt purposes of organizations set forth in the subsection of Section 501(c) of the Internal Revenue Code of 1954 under which the corporation chooses to qualify for exemption, as the same now exists, or as it may be amended from time to time.
The corporation shall have full and unlimited power to indemnify its Trustees or officers in accordance with the Washington Nonprofit Corporation Act, as amended or successor statute.
ARTICLE IX
This corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its Trustees and officers and with corporations, associations, firms, and entities in which they are or may become interested as Trustees, officers, shareholders, members, or otherwise, as freely as though such adverse interests did not exist, even though the vote, action, or presence of such Trustee or officer may be necessary to obligate the corporation upon such contracts or transactions. In absence of fraud, no such contract or transaction shall be avoided, and no such Trustee or officer, shall be held liable to account to the corporation by reason of such adverse interest or by reason of any fiduciary relationship to the corporation arising out of such office or for any profit or benefit realized by him through any such contract or transaction; provided that in the case of Trustees and officers of the corporation, the nature of the interest of such Trustee or officer, though not necessarily the details or extent thereof, be disclosed or known to the Board of Trustees of this corporation, at the meeting thereof at which such contract or transaction of authorized or confirmed. A general notice that a Trustee or officer of the corporation is interested in any corporation, association, firm, or entity shall be sufficient disclosure as to such Trustee or officer with respect to all contracts and transaction with that corporation, association, firm, or entity.
ARTICLE X
The corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the corporation in carrying out one or more of its purposes.
ARTICLE XI
Provisions for the regulation of the internal affairs of the corporation, except as provided in these Articles, shall be determined and fixed by the Bylaws.
ARTICLE XII
In the event of dissolution, the net assets and property of the corporation shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended, subject to an order of a Justice of the Supreme Court of Washington.
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, MOTT T. GREENE, hereby consent to serve as registered agent, in the State of Washington, for the corporation herein named. I understand that as agent for the corporation, it will be my responsibility to receive all Service of Process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the office of the Secretary of State in the event of my resignation or of any change in the registered office address of the corporation for which I am agent.
FACULTY CLUB OF THE UNIVERSITY OF PUGET SOUND
A Washington Non-Profit Corporation
Tacoma, Washington
ACTION BY THE BOARD OF TRUSTEES
IN LIEU OF AN ORGANIZATIONAL MEETING
December 1996
Pursuant to RCW 24.03.465 the following Action of the Board of Trustees of FACULTY CLUB OF THE UNIVERSITY OF PUGET SOUND in lieu of an organizational a meeting is reported. Consent is given to the following action by all the Trustees signing these minutes.
It is hereby
RESOLVED that the Articles of Incorporation and Certificate of Incorporation [to be] filed on __Feb 23 1997_________and returned by the Washington Secretary of State be inserted in the minute book; it is
FURTHER RESOLVED that the proposed Bylaws of the corporation in the form presented to the Trustees are adopted as the Bylaws of the corporation; it is
FURTHER RESOLVED that the Bylaws be signed by the Trustees and filed with these Minutes; it is
FURTHER RESOLVED that the form of corporate seal, an imprint of which is presented in the margin, is hereby adopted as the form of corporate seal to be used by this corporation; it is
FURTHER RESOLVED that the Secretary obtain such books as are necessary and is hereby authorized and directed to take such actions as are proper for the transaction of the business of the corporation; it is
FURTHER RESOLVED that the principal office of this corporation is located at Honors Program, 1500 N. Warner, Tacoma Washington, 98109.
FURTHER RESOLVED that Mott. T. Greene is hereby appointed to serve as President of the corporation until the next annual meeting of the Trustees or until his successor is elected; it is
FURTHER RESOLVED that William H. Beardsley is hereby appointed to serve as Secretary of the corporation until the next annual meeting of the Trustees or until his successor is elected; it is
FURTHER RESOLVED that Mott T. Greene is designated as the Registered Agent of the corporation and the Registered Office of the corporation shall be located at 1500 N. Warner (U of Puget Sound) Tacoma WA 98416; it is
FURTHER RESOLVED that all contracts and agreements of this corporation, including, but not limited to, bills payable, notes, checks, drafts, and other negotiable bonds, instruments, leases and mortgages, be executed or signed on behalf of the corporation by its President or Secretary; it is
FURTHER RESOLVED that the funds of the corporation be deposited in ____Key Bank_______and that the printed resolution supplied by that bank be attached to the Minutes of this meeting, and be deemed resolutions of this corporation duly adopted by the Board of Trustees; it is
FURTHER RESOLVED that the officers are authorized and directed to pay all expenses incurred in the incorporation and organization of this corporation, including those including those incurred prior to the incorporation and prior to the date of this meeting; it is
FURTHER RESOLVED that the appropriate officers be and hereby are authorized to file an application for recognition of exemption under Section 501(c)(3) of the Internal Revenue Code with the Internal Revenue Service in order to secure exemption from federal income tax for the corporation; it is
FURTHER RESOLVED that prior to obtaining IRS approval of the application for exemption, all solicitations of funds from members of the public be accompanied by a written disclaimer, approved by corporate counsel, to be given to each potential donor stating that although application for exemption from federal income tax has been made to the IRS, such application has not yet been approved by the IRS; that the corporation can give no assurances that IRS approval will be secured; and that. accordingly the corporation cannot guarantee that any donation will qualify as a tax deductible item on the donor's income tax return; it is
FURTHER RESOLVED that all actions taken prior to this action of the Trustees on behalf of the corporation by those persons acting on the behalf of the corporation be and hereby are ratified by the Trustees of the corporation.
This concludes the business undertaken by the Trustees by action in lieu of an organizational meeting. Consent to this action shall constitute a waiver of the requirement of Notice of Meeting. These Minutes shall be filed in the Minute Book of the corporation and shall serve as the minutes of the organizational meeting.
Return to University of Puget Faculty Club Sound Home Page