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

  1. Purpose
    The purpose of the Friends of the Anacortes Public Library is to maintain an association of persons interested in libraries; to stimulate the use of the Anacortes Public Library's resources and 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 the community; and to support the freedom to read as expressed in the American LibraryAssociation's Bill of Rights.

  2. Limitations

  1. Nonprofit Status
    The Friends is organized exclusively for charitable, scientific, or educational purposes within 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 the benefit 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 Officers for 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 the distribution of any of the organization's assets upon dissolution of the Friends or the winding up of its affairs. Upon such dissolution or winding up, after paying or making adequate provision for the payment of all the liabilities of the Fol, all the remaining assets of the organization shall be distributed by the Directors of the Friends of the Anacortes Library in accordance with Article 10of the Friends' Bylaws.

    3.2.3 Prohibited Activity

  1. No substantial part of the activities of the Fol shall be devoted to attempting to influence legislation by propaganda or otherwise, except to the extent that an organization exempt from federal income tax under Section 501(c)(3) of the Code can engage in such activities without incurring any penalties, excise taxes, or losing its status as an organization exempt from federal income 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) any political 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" organization within the meaning of the Code.

  1. Notwithstanding any other provision of these Articles of Incorporation, the Fol shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt 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.

  1. The Fol is prohibited from engaging in any excess benefit transaction as defined in Section 4958(c) of the Code.

  1. 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 tax under 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 shall make 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 the purposes 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 in the manner provided by the Bylaws of the organization and may be increased or decreased from time to time in the manner provided therein.

    4.2 Current Directors
    Peter Allen, Rachelle Rachelle Kierulff, Hal Rooks, Taya Huntley and Jenifer Gorlach.

    ARTICLE V. BYLAWS AND DIRECTORS
    The authority to make or amend bylaws for the Friends of the Anacortes Public Library is vested 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 set forth in the bylaws adopted by the corporation.

    ARTICLE VII. LIABILITY AND INDEMNIFICATION

  1. 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.

    1. Insurance. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the organization against liabilities asserted against 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.

    2. 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 Friends shall:

  2. 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 settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, 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.

  3. Undertake the defense of any such person at the Fol's sole cost and expense in connection with any threatened, pending, or completed action, suit, or proceeding.

  4. Ensure that such indemnification shall inure to the benefit of the heirs, executors, and administrators of persons entitled to indemnification.The right of indemnification in this section (Article 7) shall be in addition to and not exclusive of any and all other rights to which any person may be entitled.

  5. 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 an indemnified 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.

  6. Nonqualified Indemnification. The Friends shall not provide indemnification for any person with respect to any matter in which he or she has been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Friends. In any matter in which such person is not entitled to indemnification for the foregoing reason, he or she shall reimburse the Friends for any costs or expenses incurred by the Fol in undertaking his or her defense in such matter.

  7. Settlement Payments. Any compromise or settlement payment shall be approved by a majority 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 such registered 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 the Anacortes 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.