Bylaws   Articles of Association
 
 

The undersigned, acting as the incorporator of a nonprofit corporation under the provisions of the Washington Nonprofit Corporation Act (RCW 24.03) adopts the following Articles of Incorporation:

ARTICLE I. NAME

The name of this corporation is WASHINGTON BREWERS GUILD.

ARTICLE II. DURATION

The period of its duration is perpetual.

ARTICLE III. PURPOSES AND POWERS

The corporation is organized exclusively for educational, charitable, religious, scientific and/or literary 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 (the "Code").

The corporation shall have all powers granted by law necessary and proper to carry out its above-stated purposes, consistent with the requirements of Section 501(c)(3) and RCW 24.03.

BACK to TOP

ARTICLE IV. 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 to 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, shall not make any disbursement of income to its directors or officers, and shall not make loans to its officers or directors.

BACK to TOP

ARTICLE V. BYLAWS

Provisions for the regulation of the internal affairs of the corporation shall be set forth in the bylaws of the corporation.

ARTICLE VI. 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 all of the liabilities, all remaining assets of the corporation shall be distributed by the board of directors to a nonprofit fund, foundation, or corporation which is organized and duly operated exclusively for charitable, educational, religious and/or scientific purposes, and which at that time qualifies 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 similar purposes.

BACK to TOP

ARTICLE VII. REGISTERED AGENT

The address of the initial registered office of the corporation is 7405 S. 212 St #103, Kent, Washington and the name of its initial registered agent at such address is James T. Rogers.

ARTICLE VIII. DIRECTORS

The directors of the corporation shall have all the powers conferred by the Washington Nonprofit Corporation Act, which powers are not inconsistent with the purposes of the Corporation. The initial board of directors shall consist of Fourteen (14) directors. The powers, duties, terms of office, number and qualifications for directors shall be set forth in the Bylaws of the Corporation. The name and address of the persons who are to serve as the initial directors are:


• Chuck Schabel
  10019 59th Ave SW Lakewood 98499
  
• James Rogers
  9810 S 210 PL Kent 98031
  
• George Hancock
  91 S Royal Brougham Way Seattle 98134
  
• Mike Hale
  4301 Leary Way NW Seattle 98107
  
• Scott Lord
  9832 14th Ave SW Seattle 98106
  
• Tom Hoase
  3001 N Ruston Way Tacoma 98402
  
• Ryan Miller
  103 35th Ave SE Puyallup 98374
  
• Pat Doud
  1524 W Marine View Dr. Everett 98201
  
• Doug Hindman
  4720 California Ave SW Seattle 98116
  
• Pat Anderson
  PO Box 924 Snoqualmie 98065
  
• Mike Davis
  1942 Pacific Ave Tacoma 98402
  
• Jay Fisher
  PO Box 150 Renton 98057
  
• Larry Rifenberick
  7405 S 212 St #103 Kent 98032
  
• Stacey Tayler
  PO Box 849 Sumner 98390
  

BACK to TOP

ARTICLE IX. LIMITATION OF DIRECTOR LIABILITY

Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of this Article or may be amended from time to time), a director of the corporation shall not be personally liable to the corporation 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.

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.

BACK to TOP

ARTICLE X. INDEMNIFICATION

The corporation shall indemnify any director or officer 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 applicable law, as presently in effect and as hereafter amended; provided, however, that the corporation shall only indemnify a director or officer seeking indemnification in connection with a proceeding initiated by such person if such proceeding or part of a proceeding was authorized by the Board of Directors or if such proceeding was brought by a director or officer to enforce a claim for indemnification under this Article and a court or an arbitrator determines that the director or officer is entitled to all of the relief claimed.

By means of a resolution or of a contract specifically approved by the Board of Directors, the corporation may indemnify an 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.

The Board of Directors of the corporation shall have the right to designate the counsel who shall defend any person or entity who may be entitled to indemnification, to approve any settlement, and to approve in advance any expense.

Reasonable expenses incurred by a director or officer, 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 applicable law, as presently in effect and as hereafter amended. Reasonable expenses incurred by an employee or agent who is involved in any capacity in a proceeding by reason of the position held by such person or entity in the corporation may be, but is not required to be, advanced by the corporation prior to the final disposition of such proceeding to the full extent allowed by applicable law, as presently in effect and as hereafter amended. Expenses shall not be advanced to any director, officer, employee or agent unless that person first promises in a writing delivered to the corporation to repay all amounts advanced by the corporation in the event that it is later determined that such person is not entitled to be so indemnified.

The corporation may purchase and maintain insurance on behalf of any person who is a director, officer, employee, or agent of the corporation or is serving at the request or consent of the corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability incurred by such person because of such person’s status, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article. In addition, 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 or desirable to effect the indemnification and advances contemplated in this Article.

The right to indemnification conferred by this Article shall be interpreted to conform with, and shall not create any right that is inconsistent with, applicable law, as presently in effect and as hereafter amended. To the full extent allowed by applicable law (as presently in effect and as hereafter amended), the right to indemnification conferred by this Article shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. The rights conferred in 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.

If the Washington Nonprofit Corporation Act is amended to expand or increase the power of the corporation to indemnify, to pay expenses in advance of final disposition, to enter into contracts, or to expand or increase any similar or related power, then, without any further requirement of action by the directors of this corporation, the powers described in this Article shall be expanded and increased to the fullest extent permitted by law.

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.

No amendment to or repeal of this Article shall adversely affect any right of protection 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.
 

Visit these sites for
product updates:
Adobe Acrobat Reader
Internet Explorer
Netscape

©2000 WA Brewers Guild
All rights reserved

Design & layout by
tansi graphics + design

BACK to TOP