ARTICLES OF INCORPORATION
The undersigned natural person of the age of eighteen years or more, acting under the nonprofit laws of the State of Washington, RCW 24.03, adopts the following Articles of Incorporation:
The name of this corporation shall be the Faculty Club of the University of Puget Sound.
The corporation's duration shall be perpetual.
The purpose for which the corporation is organized is as follows:
1. The purposes of this Club shall be to establish and maintain a center and operating facility which makes it possible for the members to meet regularly both formally and informally, and thus to provide for the interchange of ideas and information necessary to further the social, educational, intellectual and research objectives of the University of Puget Sound.
The name of the registered agent of the corporation is Mott T. Greene, Ph.D. The registered office address, which is also the address of the registered agent is The Honors Program, University of Puget Sound, 1500 N. Warner, Tacoma, WA 98416
The corporation shall be nonstock, and no dividends or pecuniary profits shall be declared or paid to the Trustees.
The corporation will be a membership corporation.
There shall be nine Trustees serving as the initial Board of Trustees who are to serve for one year or until their successors are elected and qualified. Their names and addresses are as follows:
William H. Beardsley Ph.D.
4627 N. Ferdinand
Tacoma, WA 98407 (206) 756-8051
Mott T. Greene, Ph.D.
Honors Program, University of Puget Sound, 1500 N Warner
Tacoma, Washington 98416 (206) 756-3782
Paul Loeb Ph.D.
Dept. of Philosophy
U of Puget Sound
Tacoma, WA 98416 (206) 756-3507
Robert I. Matthews Ph.D.
Dept. of Mathematics
University of Puget Sound
Tacoma, WA 98416 (206) 756-3561
Carol Merz Ed.D.
5327 N. Bristol
Tacoma, WA 98407 (206) 759-6707
Beverly Pierson Ph.D.
2804 N. 19th Street
Tacoma, WA 98406 (206) 759-9519
Michel Rocchi Ph.D.
Dept. of Foreign Languages
University of Puget Sound
Tacoma, WA 98416 (206) 756-3111
Florence Sandler Ph.D.
1212 N. Washington
Tacoma WA 98406 (206) 759-3897
Stuart W. Smithers Ph.D.
#5 Salmon Beach
Tacoma, WA 98407 (206) 752-7529
The corporation shall have all the powers granted corporations under the laws of the state of Washington including, but not limited to those under RCW 24.03.035. However, notwithstanding anything herein to the contrary, the corporation shall exercise only such powers as are in furtherance of the exempt purposes of organizations set forth in the subsection of Section 501(c) of the Internal Revenue Code of 1954 under which the corporation chooses to qualify for exemption, as the same now exists, or as it may be amended from time to time.
The corporation shall have full and unlimited power to indemnify its Trustees or officers in accordance with the Washington Nonprofit Corporation Act, as amended or successor statute.
This corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its Trustees and officers and with corporations, associations, firms, and entities in which they are or may become interested as Trustees, officers, shareholders, members, or otherwise, as freely as though such adverse interests did not exist, even though the vote, action, or presence of such Trustee or officer may be necessary to obligate the corporation upon such contracts or transactions. In absence of fraud, no such contract or transaction shall be avoided, and no such Trustee or officer, shall be held liable to account to the corporation by reason of such adverse interest or by reason of any fiduciary relationship to the corporation arising out of such office or for any profit or benefit realized by him through any such contract or transaction; provided that in the case of Trustees and officers of the corporation, the nature of the interest of such Trustee or officer, though not necessarily the details or extent thereof, be disclosed or known to the Board of Trustees of this corporation, at the meeting thereof at which such contract or transaction of authorized or confirmed. A general notice that a Trustee or officer of the corporation is interested in any corporation, association, firm, or entity shall be sufficient disclosure as to such Trustee or officer with respect to all contracts and transaction with that corporation, association, firm, or entity.
The corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the corporation in carrying out one or more of its purposes.
Provisions for the regulation of the internal affairs of the corporation, except as provided in these Articles, shall be determined and fixed by the Bylaws.
In the event of dissolution, the net assets and property of the corporation shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended, subject to an order of a Justice of the Supreme Court of Washington.
CONSENT TO APPOINTMENT AS REGISTERED AGENT
I, MOTT T. GREENE, hereby consent to serve as registered agent, in the State of Washington, for the corporation herein named. I understand that as agent for the corporation, it will be my responsibility to receive all Service of Process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the office of the Secretary of State in the event of my resignation or of any change in the registered office address of the corporation for which I am agent.
FACULTY CLUB OF THE UNIVERSITY OF PUGET SOUND
A Washington Non-Profit Corporation
ACTION BY THE BOARD OF TRUSTEES
IN LIEU OF AN ORGANIZATIONAL MEETING
Pursuant to RCW 24.03.465 the following Action of the Board of Trustees of FACULTY CLUB OF THE UNIVERSITY OF PUGET SOUND in lieu of an organizational a meeting is reported. Consent is given to the following action by all the Trustees signing these minutes.
It is hereby
RESOLVED that the Articles of Incorporation and Certificate of Incorporation [to be] filed on __Feb 23 1997_________and returned by the Washington Secretary of State be inserted in the minute book; it is
FURTHER RESOLVED that the proposed Bylaws of the corporation in the form presented to the Trustees are adopted as the Bylaws of the corporation; it is
FURTHER RESOLVED that the Bylaws be signed by the Trustees and filed with these Minutes; it is
FURTHER RESOLVED that the form of corporate seal, an imprint of which is presented in the margin, is hereby adopted as the form of corporate seal to be used by this corporation; it is
FURTHER RESOLVED that the Secretary obtain such books as are necessary and is hereby authorized and directed to take such actions as are proper for the transaction of the business of the corporation; it is
FURTHER RESOLVED that the principal office of this corporation is located at Honors Program, 1500 N. Warner, Tacoma Washington, 98109.
FURTHER RESOLVED that Mott. T. Greene is hereby appointed to serve as President of the corporation until the next annual meeting of the Trustees or until his successor is elected; it is
FURTHER RESOLVED that William H. Beardsley is hereby appointed to serve as Secretary of the corporation until the next annual meeting of the Trustees or until his successor is elected; it is
FURTHER RESOLVED that Mott T. Greene is designated as the Registered Agent of the corporation and the Registered Office of the corporation shall be located at 1500 N. Warner (U of Puget Sound) Tacoma WA 98416; it is
FURTHER RESOLVED that all contracts and agreements of this corporation, including, but not limited to, bills payable, notes, checks, drafts, and other negotiable bonds, instruments, leases and mortgages, be executed or signed on behalf of the corporation by its President or Secretary; it is
FURTHER RESOLVED that the funds of the corporation be deposited in ____Key Bank_______and that the printed resolution supplied by that bank be attached to the Minutes of this meeting, and be deemed resolutions of this corporation duly adopted by the Board of Trustees; it is
FURTHER RESOLVED that the officers are authorized and directed to pay all expenses incurred in the incorporation and organization of this corporation, including those including those incurred prior to the incorporation and prior to the date of this meeting; it is
FURTHER RESOLVED that the appropriate officers be and hereby are authorized to file an application for recognition of exemption under Section 501(c)(3) of the Internal Revenue Code with the Internal Revenue Service in order to secure exemption from federal income tax for the corporation; it is
FURTHER RESOLVED that prior to obtaining IRS approval of the application for exemption, all solicitations of funds from members of the public be accompanied by a written disclaimer, approved by corporate counsel, to be given to each potential donor stating that although application for exemption from federal income tax has been made to the IRS, such application has not yet been approved by the IRS; that the corporation can give no assurances that IRS approval will be secured; and that. accordingly the corporation cannot guarantee that any donation will qualify as a tax deductible item on the donor's income tax return; it is
FURTHER RESOLVED that all actions taken prior to this action of the Trustees on behalf of the corporation by those persons acting on the behalf of the corporation be and hereby are ratified by the Trustees of the corporation.
This concludes the business undertaken by the Trustees by action in lieu of an organizational meeting. Consent to this action shall constitute a waiver of the requirement of Notice of Meeting. These Minutes shall be filed in the Minute Book of the corporation and shall serve as the minutes of the organizational meeting.
ARTICLE I - NAME
The name of the club shall be the Faculty Club of the University of Puget Sound.
ARTICLE II - PURPOSE
The purposes of this Club shall be to establish and maintain a center and operating facility which makes it possible for the members to meet regularly both formally and informally, and thus to provide for the interchange of ideas and information necessary to further the social, educational, intellectual, and research objectives of the University of Puget Sound.
ARTICLE III - MEMBERSHIP
Section 1. There shall be seven classes of membership in this Club: Active, Honorary, Retired, Special, Guest, Reciprocal, and Alumni. Membership shall not be restricted on the basis of race, creed, color, sex, or national origin.
a. Active membership shall be open to all members of the University of Puget Sound faculty as defined in the Faculty Code, professional librarians, administrative officers, and other non-academic members of the staff of the University whose work is considered to be essentially on a professional level. The Board of Trustees of the Club shall establish guidelines for eligibility for Active membership.
b. Honorary membership shall be open to members of the Board of Trustees of the University.
c. Retired membership shall be open to Retired faculty and staff.
d. Special membership shall be open to persons who have been recommended by Active members to the Board of Trustees of the Club and approved by at least five Trustees.
e. Guest membership shall be open to:
(1) Visiting faculty whose appointments are for not more than two consecutive semesters.
(2) Other professional personnel who are on campus for not more than two consecutive semesters for independent research or study, upon recommendation by Active members to the Board of Trustees of the Club and approval by at least five Trustees.
f. Reciprocal membership shall be available to members in good standing in Faculty Clubs at other institutions with which the University of Puget Sound has a reciprocal agreement.
g. Alumni membership shall be open to dues paying members of the University of Puget Sound Alumni Association with conditions of membership, including dues, to be set by the Board of Trustees of the Club.
Section 2. Privileges of membership:
a. Active members shall enjoy all the privileges of membership.
b. Honorary, Retired, Special, Guest, Reciprocal and Alumni members shall enjoy all privileges of membership except voting, holding elective office or serving as the chair of standing committees.
Section 3. The Board of Trustees of the Club shall establish and publish Faculty Club rules, regulations, and policies regarding the issuing and use of membership cards and the use of the Faculty Center.
Section 4. The Board of Trustees of the Club shall have the authority to cancel the membership of any person for nonpayment of dues, failure to meet financial obligations to the Club, or other violations of the rules and regulations of the Club.
ARTICLE IV - DUES AND ASSESSMENTS
Section 1. Amount of dues.
a. Annual dues for Active, Special and Alumni members shall be set by the Board of Trustees. Persons who apply for Active, Special, or Alumni membership during either spring semester or summer session shall pay one-half the current year's dues.
b. Honorary members shall pay no dues.
c. Dues for Guest members shall be twenty-five percent of the annual dues of Active members per semester.
d. Yearly dues for Retired members shall be forty percent of the Active members' dues.
e. Reciprocal members shall pay no dues providing their stays do not exceed a continuous four week period.
Section 2. Annual dues shall be paid at the beginning of autumn semester. Dues of new members shall be payable upon joining the Club.
Section 3. Special assessments may be levied on the Active membership of this Club only by an affirmative vote of two-thirds of the members voting by mail ballot. Proposals for special assessments must be approved by the Board of Trustees. Written notice of any such proposal, together with notice of a meeting of the members for the purpose of discussing the proposal, shall be mailed to members not later than two weeks in advance of the date of such meeting. Unless withdrawn by action of the Board of Trustees following the discussion-meeting, such proposal shall be reproduced on ballots and distributed by campus mail to voting members.
ARTICLE V - GOVERNMENT
Section 1. The government of this Club shall be vested in a board of nine Trustees. Three Trustees shall be elected one, three the following year, and three the next year. Each Trustee shall serve for a term of three years. All Trustees shall be elected to numbered positions by mail ballot with their terms of office to begin at the close of the annual meeting. No trustee shall be elected for more than two consecutive three year terms. The Board of Trustees shall have the power to fill vacancies occurring in the Board until the next annual election and to make whatever temporary arrangements are necessary in the terms of the trustees during the transition to three year terms. The Board of Trustees shall annually appoint a retired Faculty Club member to serve a one-year term as a board member, ex-officio.
Section 2. The Board of Trustees shall effect its own organization and shall elect from its members a President, Vice President, and Treasurer. The Club Manager shall serve as Secretary to the Board without vote. The duties of these officers shall be those customary to their several offices, in addition to any other duties assigned to them by these bylaws or by the President.
Section 3. There shall be at least one meeting of the Board of Trustees each academic semester except the summer session. Additional meeting of the Board of Trustees may be held at any time upon call of the President or three members of the Board of Trustees. Five members of the Board shall constitute a quorum for the transaction of business.
ARTICLE VI - COMMITTEES
Section 1. The standing committees of the Faculty Club shall be as follows: the House Committee, the Membership Committee, the Social Committee, and the Education Committee. The President shall be an ex-officio member of all committees.
Section 2. The House Committee. The Vice President shall chair the House Committee, and shall work closely with the Club Manager in facilitating the general management and supervision of the Club.
Section 3. The Membership Committee. The chair shall be appointed by the President from among the members of the Board of Trustees, and shall be responsible for membership recruitment and retention, and for interpreting membership qualifications.
Section 4. The Social Committee. The chair shall be appointed by the President from among the Board of Trustees, and shall be responsible for a program of social events and activities for the Faculty Club commensurate with the wishes and diversity of its membership.
Section 5. The Education Committee. The chair shall be appointed by the President from among the members of the Board of Trustees, and shall be responsible for a program of educational events and activities for the membership of the Faculty Club.
Section 6. Special committees may be established as the Board of Trustees deems necessary. Chairpersons of special committees shall be appointed by the President from among the members of the Club.
Section 7. The appointment of members to each of the committees shall be at the discretion of the committee chair, with the advice of the Board of Trustees.
ARTICLE VII - NOMINATIONS AND ELECTIONS
Section 1. The Board of Trustees shall appoint a Nominating Committee, composed of not fewer than three Active members, none of whom shall be members of the Board. The Nominating Committee shall nominate one or more candidates for each vacant position on the Board of Trustees, by position number, and report its nominations to the Secretary. The Secretary shall post the slate of candidates in the Faculty Center, not later than April 1. Additional nominations for the specified positions may be made by a petition bearing the signatures of at least twenty Active members and filed with the Secretary by April 15.
Section 2. The Secretary shall prepare a ballot setting forth the names of all nominees and the position numbers for which they are nominated, and shall mail such ballot, not later than May, 1 to all Active members . The date for return of the ballots shall be specified thereon and shall be at least ten calendar days after the date of mailing the ballots.
Section 3. Votes shall be tabulated by the Secretary, with the assistance of such members as the President shall designate, and the candidates receiving the greatest number of votes for the position for which they were nominated shall be elected. In case of a tie, the winner shall be determined by lot.
ARTICLE VIII - FISCAL CONTROL
Section 1. The Treasurer, in cooperation with the Manager, shall prepare a budget for the ensuring year, based on estimated revenue and expenditures, to be presented to the Board of Trustees for consideration at a spring semester meeting. After approval by the Board, a condensed statement of the budget shall be posted for the information of the members. Changes in the budget may be made at any time during the year by the Board.
Section 2. The Manager, under the direction of the Treasurer, shall be responsible for the receipt, custody, and disbursement of the funds of the Club, and shall formulate and administer rules and regulations for the collection and disbursement of the Club's money.
Section 3. The Board of Trustees shall have the Club's accounts audited at the end of each fiscal year. A report of such audit shall be presented to the Board by the Treasurer.
Section 4. The fiscal year shall be from July 1 through June 30.
ARTICLE IX - MEETINGS
Section 1. The annual meeting of the Club shall be held on a date in April fixed each year by the Board of Trustees, notice of which shall be delivered to the membership not less than ten days before the meeting.
Section 2. Special meetings of the Club may be called at the discretion of the Board of Trustees or by petition of ten percent of the Active members.
Section 3. Meetings of the membership may be called for the purpose of receiving reports from the Board of Trustees and for discussion and exchange of views. Twenty percent of the voting membership shall constitute a quorum for the transaction of business.
ARTICLE X - PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Revised shall govern meetings of this Club in all cases to which they are applicable and in which they are not inconsistent with the statutes of the State of Washington, the Articles of Incorporation, or these bylaws.
ARTICLE XI - AMENDMENTS
These bylaws may be amended only by mail vote. The proposed amendments must have been approved by the Board of Trustees or presented to the Secretary by a petition signed by at least twenty percent of the voting membership. Written notice of such proposed amendments shall be sent to each voting member at least two weeks in advance of the voting date. A two-thirds affirmative vote, of the valid votes returned to the Secretary, shall be necessary for the adoption of the amendment or amendments.