 |
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| I, Sam Reed, Secretary of State ofthe State of Washington and custodian of its seal,
hereby issue this |
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| certificate that the attached is a true and correct copy of | |
| ARTICLES OF INCORPORATION | |
| of | |
| UNIVERSAL LIFE CHURCH MONASTERY STOREHOUSE | |
| as filed in this office on September 13,2006. Date: July 14, 2009 | |
 |
Given under my hand and the Seal of the State
of Washington at Olympia, the State Capital
Sam Reed, Secretary of State |
ARTICLES OF INCORPORATION
FILED SECRETARY OF STATE
UNIVERSAL LIFE CHURCH MONASTERY STOREHOUSE SEP 13 2006
A WASHINGTON NONPROFIT CORPORATION
STATE OF WASHINGTON
Pursuant to the Laws of the State of Washington, the undersigned Incorporator submits these Articles of Incorporation
ARTICLE I
The name ofthe corporation shall be The Universal Life Church Monastery Storehouse.
ARTICLE II
The effective date of this corporation shall be the date upon which these articles are received by the Washington Secretary of State.
ARTICLE III
The term of existence of this corporation shall be perpetual, or until the corporation’s existence is terminated by its members or by a court of law with competent jurisdiction.
ARTICLE IV
This corporation is formed for religious purposes, to advance religious faith and practice as taught by the Universal Life Church, to perform acts of charity, and further the benefit of all people. The Corporation is organized exclusively for charitable, religious and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section SO1 (c )(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance ofthe purposes set forth in this Article. No substantial part of the activities ofthe corporation shall be carry;ng on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (A) by a corporation exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section ofany future federal tax code, or (B) by a corporation, contributions to which are deductible under section 1 70( c )(2) of the Internal Revenue Code, or the corresponding section ofany future federal tax code.
ARTICLE V
In the event ofvoluntary dissolution of this corporation, the assets (after all just creditors are paid) shall be distributed in equal shares to the Human Rights Campaign Foundation and Lifelong Aids Alliance.
ARTICLE VI
The registered office for this corporation shall be 2030 Dexter Ave. N. 166, Seattle, WA 98109. The initial registered agent shall be George Freeman. I consent to serve as Registered Agent for the above named corporation in the State of Washington. I understand it will be my responsibility to accept service of process on behalf of the corporation, to receive and
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ARTICLE VII
The names and addresses of the Initial Board of Directors are:
Rev. George Freeman, 2030 DexterN. 166, Seattle, WA 98109
Rev. Daniel Chapin, 1136 W. Woodcrest Rd., Fullerton, CA 92833 Rev. Jeffery Vogt, 14527 NE
173 St. Woodinville, WA 98072
ARTICLE VIII
The Corporation shall indemnifY a director or officer of the Corporation who was wholly succesful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because the director or officer was a party because the director or officer is or was a director of officer of the Corporation against reasonable attorney fees and expenses incurred by the director or officer in connection with the proceeding. The Corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, officer, employee or agent of the corporation against liability ifauthorized in the specific case after determination, in the manner required by the board of directors, that indemnification ofthe director, officer, employee or agent, as the case may be, is permissible in the circumstances because the director, officer, employee or agent has met the standard of conduct set forth by the board of directors, officers, employees and agents ofthe Corporation shall apply when such persons are serving at the Corporation’s request while a director, officer, employee or agent ofthe Corporation as the case may be, as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture,
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trust, employee benefit plan or other enterprise, whether or not for profit, as well as in their official capacity with the Corporation. The Corporation also may pay for or reimburse the reasonable attorney fees and expenses incurred by a director, officer, employee or agent ofthe Corporation who is a party to a proceeding in advance of final disposition of the proceeding. The Corporation also may purchase and maintain insurance on behalf ofan individual arising from the individual’s status as a director, officer, employee, or agent ofthe Corporation, whether or not the Corporation would have power to indemnify the individual against the same liability under the law.
All references in these Articles ofIncorporation are deemed to include any amendment or successor thereto. Nothing contained in these Articles of Incorporation shall limit or preclude the exercise of any right relating to indemnification or advance of attorney fees and expenses to any person who is or was a director, officer, employee, or agent of the Corporation or the ability ofthe Corporation otherwise to indemnify or advance expenses to any such person by contract or in any other manner. If any word, clause or sentence ofthe foregoing provisions regarding indemnification or advancement of the attorney fees or expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. All references in these Articles ofIncorporation to “director’, “officer” “employee”, and “agent” shall include the heirs, estates, administrators, executors, and personal representatives of such persons.
ARTICLE IX
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