A Washington Non-Profit Corporation



THE UNDERSIGNED, being over the age of eighteen (18) years, for the purpose of organizing a corporation under the Washington Nonprofit Corporation Act, RCW Chapter 24.03, hereby adopts and executes, in duplicate, the following Articles of Incorporation:




1.1.  The Name of the corporation shall be:






2.1   The existence of the corporation shall be perpetual.




3.1   This corporation is a non-profit corporation organized and operated exclusively for educational and charitable purposes within the meaning of Section 501(c)3 of the Internal Revenue Code of 1954, as amended, and under the provisions of RCW Chapter 24 for non-profit purposes only and not for private gain of any person or entity.  The corporation is an independent, broad-based non-profit community organization which is formed to improve the quality of life and the educational opportunities in the Pasco, Washington area for benefit of the citizens of the community and to contribute to their growth, development, education and well-being and, without limitation, for the following purposes:


3.1.1  The support and encouragement of education, students, teachers, staff, administrators and friends of the Pasco School District No. 1, Pasco, Washington; and


3.1.2  Any and all other purposes which it may lawfully undertake which are not in conflict with the specific purposes stated above














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4.1   The corporation may receive and accept property, whether real or personal, by gift, devise or grant from any person, firm, trust, foundation, corporation or governmental body or agency and dispose of the same, in accordance with and pursuant to the provisions of these Articles of Incorporation and the By-Laws of the corporation; but no gift, grant of devise of such property shall be received and accepted if it is conditioned or limited in such manner as shall require the disposition of the income or its principal to any person or organization in a manner other than within the meaning of these Articles of Incorporation or which shall, in the opinion of the Directors, jeopardize the federal income tax exemption of this corporation pursuant to Section 501(c)3 of the Internal Revenue Code of 1954 as now or hereafter amended.




5.1   This corporation is organized exclusively for charitable, benevolent, eleemosynary, educational, civic, patriotic, political, religious, social, fraternal, literary cultural, and athletic purposes within the meaning of Section 501(c)3 of the Internal Revenue code of 1954 or the corresponding provision of any future United States internal revenue law.  Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt form federal income tax under Section 501(c)3 of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)2 of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law.


5.2   No part of the net earnings of the corporation shall inure to the benefit of any trustee, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes); no private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.  No part of the activities of the corporation shall be for the purpose of carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication and distribution of statements), any political campaign on behalf of any candidate for public office, except as specifically authorized by the Internal Revenue Service under Section 501(h) of the 1954 Code, as amended.


5.3   All expenditures and appropriations of funds by this corporation shall be for use within the United States of America.




6.1   On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code (or a corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes, or to such organization of organizations, as said court shall determine, which are organized and operated for such purposes.

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7.1   The management of the corporation shall be vested in the Board of Directors


7.2   The number, qualifications, if any, and terms of the directors shall be as set forth in the By-Laws of the corporation.


7.3   There shall be three (3) directors serving as the initial Board of Directors of the corporation.  Their names and addresses are as follows:


                                         NAME                                                              ADDRESS


Neal Smiley                                                239 willow Court

                                                                Pasco, WA 99301


Mark Morrissette                                         P.O. Box 704

                                                                Pasco, WA 99301


Duane E. Taber                                            102 Tamarron Lane

                                                                Pasco, WA 99301




8.1   A director of the corporation shall not be personally liable to the corporation or to its members (if any) for monetary damages for conduct as a director, except for liability of the director for (a) acts or omissions which involve intentional misconduct by the director or a knowing violation of law by the director, or (b) for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.  If the Washington Nonprofit Corporation Act is amended to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of a director of the corporation shall be eliminated and limited to the fullest extent permitted by the Washington Nonprofit Corporation Act as so amended.  Any repeal or modification of the language of this section of this Article by the directors or members (if any) of the corporation shall not adversely affect any right or protection existing at the time of such repeal or modification.


8.2   The corporation has the power to indemnify, and to purchase and maintain insurance for its directors, officers, trustees, employees and other persons or agents and (without limiting the generality of the foregoing) shall indemnify its directors, against all liability, damage and expense arising from or in connection with service for, employment by, or other affiliation with this corporation or other firms or entities to the maximum extent and under all circumstances permitted by law.


8.3   Each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation or, having been such a director or officer, he or she is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other


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        capacity, shall be indemnified and held harmless by the corporation to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including, without limitation, attorneysŐ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection herewith. Such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.  No indemnification shall be provided under this Article to any such person if the corporation is prohibited by the non-exclusive provisions of the Washington Nonprofit Corporation Act or other applicable law as then in effect from paying such indemnification, or, in the opinion of counsel, payment of such indemnification would subject the corporation to imposition of excise taxes under the Internal Revenue Code or would cause the corporation to lose its tax exempt status from federal income taxation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final deposition of a proceeding shall be made to or on behalf of a director or officer only upon delivery to the corporation of an undertaking, by and on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise, which undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.


8.4   The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement vote of members (if any) or disinterested directors or otherwise.


8.5   The corporation may maintain insurance at its expense, to protect itself and any director, officer, employee or agent of the corporation or of another corporation, partnership or joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Washington Nonprofit Corporation Act.  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 any other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.


8.6   The corporation may by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to officers, employees and agents of the corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or pursuant to rights granted pursuant to or provided by the Washington Nonprofit Corporation Act or otherwise.








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9.1   The name and address of the individual(s) designated to act as incorporators is as follows:


                             NAME                                      ADDRESS


                             Kenneth B. Rice                          7303 W. Canal Drive

                                                                             Kennewick,  99336




10.1  The name of the initial registered agent of the corporation is


                                    Kenneth B. Rice


10.2  The street address of the initial registered office of the corporation, which is also the address of the registered agent is as follows:


Kenneth B. Rice % Rice Law Firm

7303 West Canal Drive

Kennewick, WA 99336


10.3  The post office box number which may be used in conjunction with the registered agent address, located in the same city is:




IN WITNESS THEREOF, the Incorporators hereinabove named have hereunto set their hand in duplicate this 10th

day of May, 2001






















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I, KENNETH B. RICE, hereby consent to serve as Registered Agent, in the State of Washington, for the following corporation:



A Washington Nonprofit Corporation


I understand that as an agent for the corporation, it will be my responsibility to receive service of process in the name of the corporation; and to immediately notify the office of the secretary of /State of Washington in the event of my resignation, or of any changes in the registered office address of the corporation for which I am agent.


Dated this 10 day of May, 2001



                                                                                         REGESTERED AGENT








Rice Law Firm

7303 West Canal Drive

Kennewick, WA 99336

(509) 783-1319

FAX: (509) 783-5143



















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