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ARTICLES OF INCORPORATION -of- ______________ EMPLOYEE'S ASSOCIATION
KNOWN TO ALL PERSONS BY THESE PRESENCE, that we, the persons hereinafter named, being desirous of forming a Corporation under the provisions of the Washington Nonprofit Miscellaneous and Mutual Corporations Act (RCW 24.06) to promote the common good for mutual aid to working men and women in the improvement of wages, hours and conditions of employment, and to promote efficiency in industries and services through negotiated labor peace with employers, do hereby subscribe, acknowledge and adopt in duplicate the following: ARTICLES OF INCORPORATION. ARTICLE I. NAME OF CORPORATION: The Corporate name of this Organization is and shall be the ____<use a suitable name such as Peninsula Healthcare >____________ Employee's Association. ARTICLE II. DURATION OF CORPORATION: The Corporation's existence shall be perpetual.
ARTICLE III. OBJECTS AND PURPOSES: The objects and purposes of the Corporation shall be all lawful pursuits guaranteed under the laws of the State of Washington including, but not limited to, the following: A. Engaging in all concerted employee activity as well as collective bargaining for the purpose of improving the wages, hours and working conditions of the employees working in bargaining units represented by or who seek representation by the ________________ Employee's Association;
B. The general preservation and improvement of the quality of health, well-being, and life of all employees of Washington State; C. Such other purposes as may be defined by the general membership or Executive Board of the ________________ Employee's Association; D. But, not for profit. ARTICLE IV. MEMBERSHIP: Membership in the ________________ Employee's Association shall be open to any employee employed by _______<name of employer or industry such as "employers employing Healthcare Workers on the Olympic Peninsula >_____________________________________ or any other entity employing employees desiring the Association to represent them. Associate membership in the Employee's Association shall be open to any retired employee retiring while a member of the Association. ARTICLE V. STOCK: The corporation shall not issue stock. ARTICLE VI. SURPLUS FUNDS: The Corporation shall not distribute surplus funds to its members in good standing, including retired members, individually. Surplus funds (if any) shall be used to further the objects and purposes of the Corporation as set forth in the Bylaws. ARTICLE VII. DISTRIBUTION AT DISSOLUTION/LIQUIDATION: In the event that the Corporation should cease to exist, after the payment of all outstanding debts, expenses, and liabilities, remaining assets (if any) shall be distributed to a charitable organization, recognized as an IRS Code Section 501(c)(3), or equivalent, charity, selected by a majority of the Executive Board, which provides support for any group of disadvantaged or infirm individuals within the State of Washington. ARTICLE VIII. REGISTERED OFFICE AND AGENT: Registered Agent: <name of person willing to serve - use PO Box of Association> Address: P. O. Box ________ _____________, Washington 98_______ ARTICLE IX. INCORPORATORS: <name of 3 persons who form corporation - use PO Box of Association> _____________________ ________________________ P. O. Box ______ P. O. Box ________ ________, Washington 98___ ____________, Washington 98___
_______________________ PO Box _________ _________, Washington 98___
ARTICLE X. INITIAL DIRECTORS: The Corporation shall have three (3) initial directors as set forth below: <same 3 persons as above> _____________________ ________________________ P. O. Box ______ P. O. Box ________ ________, Washington 98___ ____________, Washington 98___
_______________________ PO Box _________ _________, Washington 98___
From the date of incorporation and for a period not to exceed four (4) months, the initial directors shall serve as directors as herein provided. The Board of Directors shall have the power and duty to draft Bylaws. ARTICLE XI. CORPORATE AFFAIRS: The initial Bylaws of the Corporation shall be adopted by a majority of its initial Board of Directors, shall designate the duties and the responsibilities of the officers and directors of the Corporation, and shall set forth the guidelines necessary for the day-to-day operations of the corporation. ARTICLE XII. PERSONAL LIABILITY: Incorporators, Officers, Directors or other authorized agents of the Corporation shall not be personally liable for any acts or omissions, whether resulting from negligence or other cause, that are performed in the good faith belief such acts are on behalf of the Corporation. ARTICLE XIII. SIGNATURES OF INCORPORATORS: NAME: DATE: __________________________________ ___________________________ __________________________________ ___________________________ __________________________________ ___________________________
CONSENT TO APPOINTMENT AS REGISTERED AGENT I, ______________, 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 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 of the corporation for which I am agent.
_______________ ________________________________________________________ (date) (signature of agent designated in Article IV) |