ARTICLES OF INCORPORATION OF THE
FRIENDS OF THE ANACORTES PUBLIC LIBRARY
The undersigned, members of the Board of Directors of a nonprofit Corporation formed under the Washington Nonprofit Corporation Act, Chapter 24.03 of the Revised Code ofWashington, hereby execute the following Amended Articles of Incorporation.
ARTICLE I. NAME
The name of the Corporation is: Friends of the Anacortes Public Library. It is also referred to "Friends of the Library," "Friends," with the abbreviation "Fol."
ARTICLE II. DURATION
The duration of the Friends of the Anacortes Public Library shall be perpetual.
ARTICLE III. PURPOSE AND NONPROFIT STATUS
The purpose of the Friends of the Anacortes Public Library is to maintain an association ofpersons interested in libraries; to stimulate the use of the Anacortes Public Library's resourcesand services; to receive and encourage gifts, endowments, and bequests to the library; to support and cooperate with the library in developing library services and facilities for thecommunity; and to support the freedom to read as expressed in the American LibraryAssociation's Bill of Rights.
The Friends is organized exclusively for charitable, scientific, or educational purposeswithin the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Friends shall not have or issue shares of stock. The Friends is not organized for profit, and no part of its net earnings shall inure to thebenefit of any Director or Officer of the organization, or any private individual, except that the Fol shall be authorized and empowered to pay reasonable reimbursement to its Directors or Officersfor expenses incurred as a direct consequence of their service.
3.2.2 Distributions; Dissolution
No Director or Officer of the Friends, or any private individual, shall be entitled to share in thedistribution of any of the organization's assets upon dissolution of the Friends or the winding up ofits affairs. Upon such dissolution or winding up, after paying or making adequate provision for thepayment of all the liabilities of the Fol, all the remaining assets of the organization shall bedistributed by the Directors of the Friends of the Anacortes Library in accordance with Article 10of the Friends' Bylaws.
3.2.3 Prohibited Activity
holding as defined in Section 4943(c) of the Code that would subject the Friends to tax underSection 4943 of the Code, from making any investments that would subject the Friends to taxunder Section 4944 of the Code, and from making any taxable expenditure as defined in Section4945(d) of the Code. If Section 4942 of the Code is deemed applicable to the Friends, it shallmake distributions at such time and in such manner that it is not subject to tax under Section4942 of the Code.
3.3 Powers
In general, and subject to such limitations and conditions as are or may be prescribed by law, by these Articles of Incorporation, or by the Bylaws of the Fol, the Friends shall have the authority to (a) engage in any and all such activities as are incidental or conducive to the attainment of thepurposes of the Fol set forth in Section 3.1 of these Articles of Incorporation and (b) exercise any and all powers authorized or permitted under any laws that are now, or hereafter may be,applicable or available to the Friends.
ARTICLE IV. DIRECTORS
4.1 Number
The number of Directors of the Friends of the Anacortes Public Library shall be determined inthe manner provided by the Bylaws of the organization and may be increased or decreasedfrom time to time in the manner provided therein.
4.2 Current Directors
Megan Taylor Kandis DubuquePatrick Gallagher Tress ConnollyHarold Rooks Susan Rooks LindaFalken
Kay O'Connell
ARTICLE V. BYLAWS AND DIRECTORS
The authority to make or amend bylaws for the Friends of the Anacortes Public Library isvested in the Board of Directors.
ARTICLE VI. MEMBERS
The Fol shall have members, and the members shall consist of those individuals paying annual dues and otherwise complying with the rules and regulations for membership as setforth in the bylaws adopted by the corporation.
ARTICLE VII. LIABILITY AND INDEMNIFICATION
The right of indemnification in this section (Article 7) shall be in addition to and notexclusive of any and all other rights to which any person may be entitled.
7.6 Settlement Payments. Any compromise or settlement payment shall be approved by amajority vote of a quorum of Directors who are not at the time parties to the proceeding.
ARTICLE VIII. REGISTERED OFFICE AND REGISTERED AGENT
The current registered office of the Friends is PO Box 465, Anacortes, WA 98221. The registered agent is the secretary of the Fol and has an office address identical with suchregistered office.
ARTICLE IX. AMENDMENT TO ARTICLES OF INCORPORATION
These Articles of Incorporation may be amended by a two-thirds vote of the organization's Board at a regularly scheduled or special meeting, provided that at least ten (10) days prior to the meeting a copy of the proposed
amendment or amendments has been mailed to Board members. The foregoing Articles of Incorporation were adopted by the Board of Directors of the Friends of theAnacortes Public Library as of this sth day of April, 2021.
Note: This is a copy of the text of the Articles of Incorporation. Any official use of the Articles should refer to the official copy retained in files of the Corporation.
ARTICLE I. NAME
The name of the Corporation is: Friends of the Anacortes Public Library. It is also referred to "Friends of the Library," "Friends," with the abbreviation "Fol."
ARTICLE II. DURATION
The duration of the Friends of the Anacortes Public Library shall be perpetual.
ARTICLE III. PURPOSE AND NONPROFIT STATUS
- Purpose
The purpose of the Friends of the Anacortes Public Library is to maintain an association ofpersons interested in libraries; to stimulate the use of the Anacortes Public Library's resourcesand services; to receive and encourage gifts, endowments, and bequests to the library; to support and cooperate with the library in developing library services and facilities for thecommunity; and to support the freedom to read as expressed in the American LibraryAssociation's Bill of Rights.
- Limitations
- Nonprofit Status
The Friends is organized exclusively for charitable, scientific, or educational purposeswithin the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"). The Friends shall not have or issue shares of stock. The Friends is not organized for profit, and no part of its net earnings shall inure to thebenefit of any Director or Officer of the organization, or any private individual, except that the Fol shall be authorized and empowered to pay reasonable reimbursement to its Directors or Officersfor expenses incurred as a direct consequence of their service.
3.2.2 Distributions; Dissolution
No Director or Officer of the Friends, or any private individual, shall be entitled to share in thedistribution of any of the organization's assets upon dissolution of the Friends or the winding up ofits affairs. Upon such dissolution or winding up, after paying or making adequate provision for thepayment of all the liabilities of the Fol, all the remaining assets of the organization shall bedistributed by the Directors of the Friends of the Anacortes Library in accordance with Article 10of the Friends' Bylaws.
3.2.3 Prohibited Activity
- No substantial part of the activities of the Fol shall be devoted to attempting to influencelegislation by propaganda or otherwise, except to the extent that an organization exempt fromfederal income tax under Section 501(c)(3) of the Code can engage in such activities withoutincurring any penalties, excise taxes, or losing its status as an organization exempt from federalincome tax under Section 501(c)(3) of the Code. The Friends shall not, directly or indirectly,participate in or intervene in (including by the publication or distribution of statements) anypolitical campaign on behalf of or in opposition to any candidate for public office. The Friends shall not have objectives or engage in activities that characterize it as an "action" organizationwithin the meaning of the Code.
- Notwithstanding any other provision of these Articles of Incorporation, the Fol shallnot conduct or carry on activities not permitted to be conducted or carried on by an organizationexempt from federal income tax under Section 501(c)(3) of the Code or by an organization,contributions to which are deductible under Section 170(c)(2) of the Code.
- The Fol is prohibited from engaging in any excess benefit transaction asdefined in Section 4958(c) of the Code.
- The Fol is prohibited from engaging in any act of self-dealing as defined in Section4941(d) of the Code, from retaining any excess business
holding as defined in Section 4943(c) of the Code that would subject the Friends to tax underSection 4943 of the Code, from making any investments that would subject the Friends to taxunder Section 4944 of the Code, and from making any taxable expenditure as defined in Section4945(d) of the Code. If Section 4942 of the Code is deemed applicable to the Friends, it shallmake distributions at such time and in such manner that it is not subject to tax under Section4942 of the Code.
3.3 Powers
In general, and subject to such limitations and conditions as are or may be prescribed by law, by these Articles of Incorporation, or by the Bylaws of the Fol, the Friends shall have the authority to (a) engage in any and all such activities as are incidental or conducive to the attainment of thepurposes of the Fol set forth in Section 3.1 of these Articles of Incorporation and (b) exercise any and all powers authorized or permitted under any laws that are now, or hereafter may be,applicable or available to the Friends.
ARTICLE IV. DIRECTORS
4.1 Number
The number of Directors of the Friends of the Anacortes Public Library shall be determined inthe manner provided by the Bylaws of the organization and may be increased or decreasedfrom time to time in the manner provided therein.
4.2 Current Directors
Megan Taylor Kandis DubuquePatrick Gallagher Tress ConnollyHarold Rooks Susan Rooks LindaFalken
Kay O'Connell
ARTICLE V. BYLAWS AND DIRECTORS
The authority to make or amend bylaws for the Friends of the Anacortes Public Library isvested in the Board of Directors.
ARTICLE VI. MEMBERS
The Fol shall have members, and the members shall consist of those individuals paying annual dues and otherwise complying with the rules and regulations for membership as setforth in the bylaws adopted by the corporation.
ARTICLE VII. LIABILITY AND INDEMNIFICATION
- Non-liability of Directors. The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the Friends of the Library.
- Insurance. The Board of Directors may adopt a resolution authorizing the purchase andmaintenance of insurance on behalf of any agent of the organization against liabilities assertedagainst or incurred by the agent in such capacity or arising out of the agent's status as such,whether or not the Fol would have the power to indemnify the agent against such liability under theArticles of Incorporation, these bylaws, or provisions of law.
- Qualified Indemnification. The directors, officers, employees, and agents of the Fol shall be indemnified by the Friends to the fullest extent permissible under state law. The Friendsshall:
- Indemnify each person who may serve or who has served at any time as an officer, director, employee, or other agent of the Fol against all expenses and liabilities, including,without limitation, counsel fees, judgments, fines, excise taxes, penalties, and settlementpayments, reasonably incurred by or imposed upon such person in connection with anythreatened, pending, or completed action, suit, or proceeding in which he or she may become involved by reason of his or her service in such capacity.
- Undertake the defense of any such person at the Fol's sole cost and expense inconnection with any threatened, pending, or completed action, suit, or proceeding.
- Ensure that such indemnification shall inure to the benefit of the heirs, executors, andadministrators of persons entitled to indemnification.
The right of indemnification in this section (Article 7) shall be in addition to and notexclusive of any and all other rights to which any person may be entitled.
- Amendments and Repeal. This section (Article 7) constitutes a contract between theFriends of the Anacortes Public Library and the indemnified officers, directors, employees, and agents. No amendment or repeal of this section (Article 7) that adversely affects the right of anindemnified person shall apply to such person with respect to those acts or omissions that occurred at any time before such amendment or repeal, unless the amendment or repeal was voted by or was made with the written consent of such indemnified person.
7.6 Settlement Payments. Any compromise or settlement payment shall be approved by amajority vote of a quorum of Directors who are not at the time parties to the proceeding.
ARTICLE VIII. REGISTERED OFFICE AND REGISTERED AGENT
The current registered office of the Friends is PO Box 465, Anacortes, WA 98221. The registered agent is the secretary of the Fol and has an office address identical with suchregistered office.
ARTICLE IX. AMENDMENT TO ARTICLES OF INCORPORATION
These Articles of Incorporation may be amended by a two-thirds vote of the organization's Board at a regularly scheduled or special meeting, provided that at least ten (10) days prior to the meeting a copy of the proposed
amendment or amendments has been mailed to Board members. The foregoing Articles of Incorporation were adopted by the Board of Directors of the Friends of theAnacortes Public Library as of this sth day of April, 2021.
Note: This is a copy of the text of the Articles of Incorporation. Any official use of the Articles should refer to the official copy retained in files of the Corporation.