ARTICLES OF INCORPORATION
Seattle Polish Foundation
formerly Polish Home Foundation
KNOW ALL MEN BY THESE PRESENTS: That Peter Pawluskiewicz, being over the age of eighteen years, resident of the United States and the State of Washington, for the purpose of forming a Corporation under the Washington Nonprofit Corporation Act, RCW 24.03, hereby certifies and adopts in duplicate the following Articles of Incorporation.
ARTICLE I – NAME
The name of this Corporation is The Seattle Polish Foundation.
ARTICLE II – TERM
This Corporation has perpetual existence.
ARTICLE III – PURPOSE
Said Corporation is organized exclusively for charitable, educational, religious or scientific purposes, within the meaning of section 501(c)(3)of the Internal Revenue Code, or corresponding section of any future Federal tax code. The Corporation may receive and administer funds for scientific, religious, educational, and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and to that end, the Corporation is empowered to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of any such property and to invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the directors, will best promote the purposes of the Corporation, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, these Articles of Incorporation, the Bylaws of the Corporation, or any applicable laws, to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the Not‑for‑Profit Corporation Law.
ARTICLE IV ‑LOCATION
The address of the registered office of the Corporation is 1714 18th Ave, Seattle, King County, Washington 98122‑2714 and the name of the registered agent at such address is Rafal A. Gorski.
ARTICLE V ‑ LIMITATIONS
- At all times the following shall operate as conditions restricting the operations and activities of the corporation:1. No part of net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, 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 of Section 501 (c)(3) purposes.
- No substantial part of the activities of the corporation shall be the carrying of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate, 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 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 corresponding section of any future Federal tax code.)
- The corporation shall not lend any of its assets to any officer or director of this corporation [unless such loan program is regularly conducted as part of the activities of the organization and the qualification of the individual to participate in same is determined by a panel comprised solely of non‑Board members], or guarantee to any person the payment of a loan by an officer or director of this corporation.
ARTICLE VI ‑ MEMBERS
The Corporation shall have one class of voting members, and such membership, if any, and classes thereof, shall be as defined in the corporation’s bylaws. The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by this statute and by the corporation’s by‑laws. No member or Director shall have any right, title, or interest in or to any property of the corporation.
A meeting of the members shall be held at least annually at a time and place designated in the by‑laws, provided that failure to hold said annual meeting shall not work a forfeiture or dissolution of the Corporation.
Special meetings of the members may be called by the President or by the Board of Directors or by members holding 20 percent of the voting rights entitled to be cast at such meeting. Written or printed notice, stating the place, day and hour of the annual meeting and/or special meeting and the purpose therefore, shall be delivered to each member personally or by regular mail or by e‑mail at least 10 days and no more than 50 days prior to said meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the Corporation, with postage prepaid thereon.
ARTICLE VII ‑ BYLAWS
The Bylaws of the Corporation shall be adopted by a majority of the membership and may be amended by a majority vote of the Board of Directors or a two‑thirds vote of the members attending a meeting called for that purpose. The Bylaws may not contain any provisions for the regulation and management of the affairs of the Corporation inconsistent with law or these Articles.
ARTICLE VIII ‑ INCORPORATOR
The name and address of the incorporator is Peter Pawluskiewicz, 1714 18th Ave, Seattle, King County, Washington 98122‑2714.
ARTICLE IX ‑ DIRECTORS
The Board of Directors shall consist of at least 5 (five) individuals as defined in the bylaws of this corporation. The number of Directors may be increased or decreased by amendment of these Articles, provided that a decrease shall not have the effect of shortening the term of any incumbent Director. Directors shall serve a term of two years except that three Directors elected during 7 May 2002 shall serve a term of one year or until the election meeting in 2003 whichever shall come first.
The first Directors of the Corporation are four in number and their names are:
- Peter Pawluskiewicz
- Ronald Golubiec
- Rafal Gorski
- Ryszard Kott
The first Directors shall serve until the first annual meeting of the members and until their successors are elected and qualified. Directors shall be elected by a majority vote of the members in attendance, in person or by proxy, at a meeting called therefore, provided that a quorum is present and voting. A quorum for the purposes of these articles is a majority of those having voting rights on any issue, either the members or the Directors. No cumulative voting for Directors shall be permitted.
A Director shall perform the duties of a Director, including the duties as a member of any‑Committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements or other financial date, in each case prepared or presented by:
- One or more Officers of the Corporation whom the Director believes to be reliable and competent in the matter presented;
- Counsel, public accountants, or other persons as to matters which the Director believes to be within such person’s professional or expert competence; or
- A Committee of the Board upon which the Director does not serve, duly designated in accordance with a provision in the Articles of Incorporation or Bylaws, as to matters within its designated authority, which Committee the Director believes to merit confidence; so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
ARTICLE X ‑ HOLD HARMLESS
The Corporation shall indemnify and hold harmless the Directors thereof from personal liability to the Corporation or any of its members, if any, for monetary damages for conduct as a Director; provided that this provision shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct by a Director or a knowing violation of law by a Director, or 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. Provided further that the Corporation shall purchase a policy of Directors, liability insurance in the usual form for the benefit of the Corporation and the Directors.
No contracts or other transactions between the Corporation and any other corporation and no act of the Corporation shall in any way be affected or invalidated by the fact that any of the Directors of the Corporation are pecuniarily or otherwise interested in or are directors or officers of such other corporation.
Any Director individually or any firm of which any Director may be a member may be a party to or may be pecuniarily or otherwise interested in any contracts or transactions of the Corporation; provided, that the fact that he/she or such firm is so interested shall be disclosed or shall have been known to the Board of Directors or a majority thereof.
ARTICLE XI ‑ OFFICERS
The Officers of the Corporation shall consist of a President, a Vice President or two Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by a majority vote of the Board of Directors in attendance at a meeting called for that purpose, provided a quorum of Directors is present and voting. The office of Secretary and of Treasurer may be held by the same individual if the Directors so decide.
ARTICLE XII ‑ DISSOLUTION
Upon dissolution of this corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3)of the Internal Revenue Code, i.e. charitable, educational, religious or scientific, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government for a public purpose.
However, if named is not in then in existence or no longer a qualified distribute, or unwilling or unable to accept the distribution, then the assets of this corporation shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code).
ARTICLE XIII ‑ AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law and all rights and powers conferred herein on members and Directors are subject to this reserved power.
This is version of the Articles of Incorporation
As filed in Oct 2000, with IRS amendments as of Feb 2002
As amended at the annual meeting of Members in May 2002
As amended at the annual meeting of Members in February 20011
As amended by the annual meeting of Members on April 5, 2019.