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ARTICLES OF INCORPORATION
BOSTON HARBOR ASSOCIATION
We, the undersigned persons, acting as the incorporators of a corporation
under the provisions of the Washington Nonprofit Corporation Act (Revised
Code or Washington 24.03), adopt the following articles of incorporation for
The name of the corporation shall be the BOSTON HARBOR ASSOCIATION.
The period of duration of the corporation shall be perpetual.
The purposes for which the corporation is organized are to provide a forum
and action group concerning any matters pertaining directly or indirectly,
to the public concern of persons resident of the Boston Harbor area of the
County of Thurston which includes the area as indicated on the attached map
and made a part hereof, including but not limited to, any matters touching
upon education, housing, conservation, pollution control, traffic control,
streets and highways, the establishment of green belt areas both private and
public, the formulation and establishment of plans concerning any
development within the Boston Harbor area, the establishment of recreational
areas and facilities, improvement or development of property or land within
the boundaries of the Boston Harbor area, the acceptance of any gifts
private or public, to be dedicated to the general public or for residents of
the Boston Harbor area as dictated by the donors, and to receive property,
gifts, donations, dues, fees, special assessments and any other properties
or monies for use in carrying out the general purposes of this corporation,
as determined from time to time by the bylaws.
The affairs of this corporation shall be conducted by the Board of Directors
as set forth in the bylaws. Where the bylaws are silent as to any action, a
majority of the members constituting the Board of Directors may take any
action necessary to the business of the corporation; provided, however, that
any such action may be subsequently approved or rejected by the members at a
duly constituted meeting by a majority of those members present and voting
thereon, to the extent the action taken by the Board of Directors is such
that a rejection of that action can be effective and will not expose any
member or the Board of Directors to any personal liability.
The corporation shall have two classes of members designated as follows: (a)
voting members consisting of property owners of the Boston Harbor area, as
indicated on the attached map, and (b) non-voting members ~ consisting of
all others. Membership shall be limited to natural persons, shall be
evidenced by a record of those signing a membership record and paying any
dues, fees or other assessments levied against the members. If the members
so desire and provide in the bylaws, membership certificates may also be
The address of the initial registered office of the corporation shall
be Rural Route 3, Box 733, Olympia, Thurston County, Washington 93506.
Registered Agent Robert T. Knight.
The initial Board of Directors of the corporation shall be nine (9)
directors. The names and addresses of the persons who are to serve as the
initial directors of the corporation are as follows:
Carolyn R. Bassett Rt. 9, Box 376, Olympia, Wn. 98506
David J. Carnahan Rt. 3, Box;467, Olympia, Wn.
Oliver R. Dinsmore, Jr. Route 9, Box 510, Olympia, Wn.
George II. Hansen Rt. 3, Box _ , Olympia, Wn. -
Joseph G. Wheat Rt. 3, Box 507, Olympia, Wn.
Robert T. Knight Rt. 3, Box 733, Olympia, Wn.
Floyd U. Jones 16268 - 38th NE, Seattle,Wn. 98155
Carl M. Storer Rt. 9, Box 408, Olympia, Wn.
Willa Mylroie Fassett Rt. 3, Box 670, Olympia, Wn.
The term of office the initial Board of Directors shall be until January
1974 annual meeting of the members.
Any change in the number of the Board of Directors may be made only by
amendment to these articles of incorporation.
(Adopted and filed, 3/22/2007) A Director of this corporation shall not be personally liable to the corporation or its members for monetary damages for conduct as a Director, except for acts of omissions involving intentional misconduct or a knowing violation of the law, 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.
The corporation shall indemnify and advance expenses to its Directors, officers, agents, and employees, to the full extent permitted by the Washington Nonprofit Act now or hereafter enforced. However, such indemnity shall not apply on account of:
A. Acts or omissions of the Director, officer, or employee finally adjudged to be intentional misconduct or a knowing violation of law;
B. Any transaction with respect to which it was finally adjudged that such Director, officer, or employee personally received a benefit in money, property, or services to which the Director was not legally entitled; or
C. If a settlement of a lawsuit is reached under circumstances indicating that the Director, officer, or employee, was involved in an act specified in A and B herein above.
The names and addresses of the incorporators are the same as that
of the initial Board of Directors set out in Article VII above.
In the event this corporation is dissolved, its assets shall be
distributed to any other nonprofit organization whose purposes are
comparable to the purposes of this corporation as determined by the
membership at a duly called meeting of its members and by a majority vote of
the members voting thereon.
In the event no such organization is in existence, the funds may be
used at the time of dissolution for the furtherance of any purpose of the
In no event shall any of the assets of the corporation be used
directly or indirectly for the benefit of any private individual or member.
ARTICLE X (Adopted and filed, 3/22/2007) .
Amendments to the articles of incorporation shall be made in the following manner:
(1) Where there are members having voting rights, with regard to the question, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Notice in the form of a record setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in the bylaws for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.
(2) Where there are no members, or no members having voting rights, with regard to the question, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
Any number of amendments may be submitted and voted upon at any one meeting.
DATED at Olympia, Washington, this I3 day of September,1972.
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