Articles of Incorporation
Woodridge Homeowners' Association
A Washington Nonprofit Corporation
ADDITIONAL PROVISIONS FOR ARTICLES OF INCORPORATION
The Association shall have all powers granted by law necessary and proper to carry out the purposes stated in these Articles of Incorporation, including but not limited to the powers stated in the Declaration and RCW 64.38.020, consistent with its qualification under RCW Chapters 24.03 and 64.38, and 26 USC §528.
Provisions for the regulation of the internal affairs of the Association shall be set forth in the bylaws of the Association.
LIMITATION ON POWERS
In establishing this non-profit corporation, the incorporators intend to obtain the full benefit of tax exemptions to which the Association may be entitled under the Internal Revenue Code ("the Code"). Accordingly, the Association shall be managed in a manner consistent with the incorporators' intent. Without limiting the generality of the foregoing, the Association shall:
- Distribute its income for each taxable year at such time and in such manner as not to subject the corporation to tax under the Code;
- Not engage in any act of self-dealing as defined in the Code;
- Not retain any excess business holdings as defined in the Code;
- Not make any investments in such manner as to subject the corporation to tax under the Code;
- Not make any taxable expenditures as defined in the Code;
- Not devote more than an insubstantial part of its activities to attempting to influence legislation; and
- Not directly or indirectly 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.
BOARD OF DIRECTORS
The number of directors may be increased or decreased from time to time by amendment of the bylaws, but no decrease shall have the effect of shortening the term of any incumbent directors.
CHANGES OF BYLAWS
In furtherance of and not in limitation of the powers conferred by the laws of the State of Washington, the board of directors of the Association is expressly authorized to make, alter and repeal the bylaws of the Association.
To the full extent permitted by the Washington Nonprofit Corporation Act the Association shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Association or otherwise) by reason of the fact that the person is or was a Director or officer of the Association, or is or was serving at the request of the Association as a Director or officer of another non¬profit corporation, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding; and the Board of Directors may, at any time, approve indemnification of any other person which the Association has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by this paragraph shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.