WSAMA Header
Membership Directory Conferences  | Research Tools  | Membership Information  | Newsletter  | Awards  | Amicus

WSAMA Articles of Incoporation

RESTATED ARTICLES OF INCORPORATION

OF

WASHINGTON STATE ASSOCIATION OF MUNICIPAL ATTORNEYS

We, the undersigned persons, all of whom are citizens of the United States of America, and are of full age of majority, acting as the incorporators of this corporation under the provisions of the Washington Nonprofit Corporations Act, Ch. 24.03 RCW, adopt the following Articles of Incorporation.

ARTICLE I

NAME

The name of this corporation shall be WASHINGTON STATE ASSOCIATION OF MUNICIPAL ATTORNEYS.

ARTICLE II

DURATION

The duration of this corporation shall be perpetual.

ARTICLE III

PURPOSES & POWERS

The purpose of this corporation is primarily educational. Its goal is to allow the members to associate together for the purpose of maintaining and encouraging friendly and cooperative relationships among the various municipal attorneys representing the cities and towns within the state of Washington; to provide for the holding of meetings and workshops of such municipal attorneys for the discussion of common municipal problems, to the end that all cities and towns, and their attorneys, be aided and benefited by such discussions, resulting in greater knowledge and expertise; uniform opinions upon common municipal problems and uniform interpretations of laws affecting such municipalities; and for the further purpose of establishing and maintaining a closer and more cooperative relationship between the cities and towns of the state and other municipal bodies and the courts, agencies, commissions and other interested bodies dealing with or administering statutes, rules and regulations affecting municipalities.

ARTICLE IV

PROPERTY

The property of this corporation is irrevocably dedicated to the purpose of promoting, organizing and carrying out the goals described in Article III above. No part of the net earnings of the corporation shall inure to the benefit of any private member of this corporation or be distributed to its members, officers or directors except the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions and further the purposes as set forth in Article III above.

ARTICLE V

IRS SECTION 501 COMPLIANCE

A. This corporation is organized exclusively for charitable, scientific, literary or educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

B. No substantial part of the activities hereof shall be carrying on of propaganda or otherwise attempting to influence legislation and the corporation shall not participate in or intervene (including the publishing and distribution of any statement) in a political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions of these Articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 of the Internal Revenue Code of 1954 or corresponding provisions of any future United States Internal Revenue Code or by corporation contributions which are deductible under Section 170 (c) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue law).

ARTICLE VI

DISSOLUTION OF THE CORPORATION

Upon the dissolution of the corporation, the Board of Directors shall, after making provisions for payment of all liabilities of the corporation, transfer all remaining assets of the corporation to the Municipal Research and Services Center of Washington, a nonprofit corporation exempt from federal income tax under Section 501 of the Internal Revenue Code and a corporation to which contributions are deductible under Section 170 (c) of the Internal Revenue Code. However, if the named recipient is not in existence or is no longer exempt from federal income tax or is unwilling or unable to accept the distribution, then the assets shall be distributed to an organization which is established as having tax exempt status under Section 501 (c) (3) of the Internal Revenue Code.

ARTICLE VII

BYLAWS

The initial bylaws of the corporation shall be adopted by the Board of Directors. The power to alter, amend or repeal bylaws or adopt new bylaws shall be vested in the Board of Directors.

ARTICLE VIII

REGISTERED OFFICE

The address of the initial registered office of the corporation shall be:

Municipal Research and Services

Center of Washington

4719 Brooklyn Avenue N.E.

Seattle, Washington 98105

The name of the initial registered agent at such address shall be:

Robert F. Hauth

The principal place where the business is to be transacted is King County, State of Washington. The corporation shall maintain offices and places of business at such other place or places within the state of Washington as the Board may direct.

ARTICLE IX

STOCK

This corporation is formed without purpose of pecuniary profit to itself or its members and therefore shall have no capital stock.

ARTICLE X

MEMBERS

A. All persons admitted to the practice of law within the state of Washington, and who represent as legal counsel, any city or town within the state of Washington, shall be and comprise the membership of this corporation.

B. Each member shall pay dues, if any, as may be fixed and determined by the Board of Directors and approved by the membership at its annual meeting.

The Board of Directors, by appropriate bylaws, may provide for one or more categories of non-voting members, or associate members, on such terms as may be decided by the Board.

ARTICLE XI

INITIAL DIRECTORS

The initial directors of this corporation shall be eight (8) in number and shall consist of the following persons:

Patrick L. Brock
104 S Pacific
PO Box 268
Kelso, WA 98626

William L. Cameron
PO Box 6108
Kennewick, WA 99336

Stephen E. Mansfield
6th & Q Ave
PO Box 547
Anacortes, WA 98221

Donald H. Stout
1000 Municipal Building
600 - 4th Ave
Seattle, WA 98104

Scott C. Broyles
901 - 6th St
PO Box 208
Clarkston, WA 99403

Robert F. Hauth
4719 Brooklyn Ave NE
Seattle, WA 98105

Patricia Parfitt
747 Market St, Rm 1120
Tacoma, WA 98402

John D. Wallace
2300 Westin Building
2001 - 6th Ave
Seattle, WA 98121

ARTICLE XII

ORIGINAL INCORPORATORS

The original incorporators of this corporation are as follows:

Patrick L. Brock
104 S Pacific
PO Box 268
Kelso, WA 98626

Scott C. Broyles
901 - 6th St
PO Box 208
Clarkston, WA 99403

Robert F. Hauth
4719 Brooklyn Ave NE
Seattle, WA 98105

James C. Sloane
Fifth Floor, Municipal Building
W 808 Spokane Falls Blvd
Spokane, WA 99201-3326

William H. Broughton
239 - 4th St
Bremerton, WA 98310

William L. Cameron
PO Box 6108
Kennewick, WA 99336

Michael J. Reynolds
329 E Main St
Auburn, WA 98002

John D. Wallace
2300 Westin Building
2001 - 6th Ave
Seattle, WA 98121

ARTICLE XIII

LIMITATION ON DIRECTORS LIABILITY

A director shall have no liability to the corporation or its members for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by the 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. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification. (Adopted July 1, 1988)