Lions Login

Articles of Incorporation PDF Print E-mail
 
AMENDED
ARTICLES OF INCORPORATION
OF
LIONS YOUTH FOOTBALL CLUB
           
ARTICLE I - NAME
            The name of this corporation is:
LIONS YOUTH FOOTBALL CLUB
 
ARTICLE II - DURATION
 
            This corporation has perpetual existence.
 
ARTICLE III - PURPOSE
 
            The corporation is organized exclusively for educational and charitable purposes, with the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as may be amended from time to time (the “Code”). Without limiting the foregoing, the corporation is dedicated to the promotion and sponsorship of youth football and cheerleading, and its principal purposes are to (a) provide opportunities for youth to participate in football and cheer activities; (b) teach and train youth in football and cheer skills; (c) promote sportsmanship and develop leadership; (d) develop physical fitness and mental alertness; and (e) provide an enjoyable recreational activity.
 
ARTICLE IV - PROHIBITED ACTIVITY
 
            Notwithstanding any of the provisions of these Articles of Incorporation, the corporation 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. No part of the net earnings of the corporation shall inure to the benefit of any director, officer or private individual. No substantial part of the activities of the corporation shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation except as may be permitted to Section 501(c)(3) organizations by the Code, and the corporation shall not participate in or intervene in (including the publication and/or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The corporation shall not have or issue shares of stock, shall not make any disbursement of income to its members, directors or officers, and shall not make loans to its officers or directors.
 
ARTICLE V - DISTRIBUTIONS UPON DISSOLUTION
 
            No member, director, trustee or officer of the corporation, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation or the winding up of its affairs. Upon dissolution or winding up of the corporation, after paying or making adequate provision for payment all of the liabilities, all remaining assets of the corporation shall be distributed by the board of directors to a nonprofit fund, foundation, or corporation which is organized and duly operated exclusively for charitable, educational, religious and/or scientific purposes, and which at that time qualifies for tax exempt status under Section 501(c)(3) of the Code. Any assets not so disposed of shall be disposed of by the Superior Court of Pierce County, Washington, for the purposes set forth in Article III of these Articles of Incorporation or to such organization or organizations as the Superior Court of Pierce County, State of Washington, shall determine to be organized and operated for similar purposes.
 
ARTICLE VI - BYLAWS, MEMBERS, AND DIRECTORS
 
            Provisions not inconsistent with the articles of incorporation for the regulation of the internal affairs of the corporation shall be set forth in bylaws of the corporation, which may be amended from time to time only by the directors of the corporation. Persons may become members of this corporation in the manner provided in the bylaws. Individuals may be appointed or elected directors of this corporation in the manner provided in the bylaws. The number and classes of directors of this corporation shall be fixed by, or in the manner provided in, the bylaws. The directors’ names and addresses shall be reported on the Annual Report filed with the Washington Secretary of State.
 
ARTICLE VII - LIMITATIONS OF DIRECTOR LIABILITY
 
            (a) Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of this Article or may be amended from time to time), a director of the corporation shall not be personally liable to the corporation or its members for monetary damages for conduct as a director, except for liability of the director (1) for acts or omissions which involve intentional misconduct by the director or a knowing violation of law by the director, or (2) for any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. 
            (b) No amendment to or repeal of this Article shall adversely affect any right of protection of any director of the corporation occurring after the date of the adoption of this Article and prior to such amendment or repeal.
 
ARTICLE VIII - INDEMNIFICATION
 
            (a) The corporation shall indemnify any director or officer of the corporation who is involved in any capacity in a proceeding (as defined in RCW 23B.08.500, as presently in effect and as hereafter amended) by reason of the position held by such person or entity in the corporation to the full extent allowed by applicable law, as presently in effect and as hereafter amended; provided, however, that the corporation shall only indemnify a director or officer seeking indemnification in connection with a proceeding initiated by such person if such proceeding or part of a proceeding was authorized by the Board of Directors or if such proceeding was brought by a director or officer to enforce a claim for indemnification under this Article and a court or an arbitrator determines that the director or officer is entitled to all of the relief claimed.
            (b) By means of a resolution or of a contract specifically approved by the Board of Directors, the corporation may indemnify an employee or agent to such degree as the Board of Directors determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the corporation.
            (c) The Board of Directors of the corporation shall have the right to designate the counsel who shall defend any person or entity who may be entitled to indemnification, to approve any settlement, and to approve in advance any expense.
            (d) Reasonable expenses incurred by a director or officer who is involved in any capacity in a proceeding by reason of the position held in the corporation shall be advanced by the corporation to the full extent allowed by applicable law, as presently in effect and as hereafter amended. Reasonable expenses incurred by an employee or agent who is involved in any capacity in a proceeding by reason of the position held by such person or entity in the corporation may be, but is not required to be, advanced by the corporation prior to the final disposition of such proceeding to the full extent allowed by the corporation prior to the final disposition of such proceeding to the full extent allowed by applicable law, as presently in effect and as hereafter amended.   Expenses shall not be advanced to any director, officer, employee or agent unless that person first promises in writing delivered to the corporation to repay all amounts advanced by the corporation in the event that it is later determined that such person is not entitled to be so indemnified.
            (e) The corporation may purchase and maintain insurance on behalf of any person who is a director, officer, employee, or agent of the corporation or is serving at the request of consent of the corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability incurred by such person because of such person’s status, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article. In addition, the corporation may enter into contracts with any director or officer of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest, or use of other means (including without limitation a letter of credit) to ensure the payment of such amounts as may be necessary or desirable to effect the indemnification and advances contemplated in this Article.
            (f) The right to indemnification conferred by this Article shall be interpreted to conform with, and shall not create any right that is inconsistent with, applicable law, as presently in effect and as hereafter amended. To the full extent allowed by applicable law (as presently in effect and as hereafter amended), the right to indemnification conferred by this Article shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such a person. The rights conferred in this Article shall not be exclusive of any other rights which any person may have or acquire under any applicable law (as presently in effect and as hereafter amended), these Articles of Incorporation, the bylaws of the corporation, a vote of the Board of Directors of the corporation, or otherwise.
            (g) If the Washington Nonprofit Corporation Act is amended to expand or increase the power of the corporation to indemnify, to pay expenses in advance of final dispositions, to enter into contracts, or to expand or increase any similar or related power, then, without any further requirement of action by the members or directors of this corporation, the powers described in this Article shall be expanded and increased to the fullest extent permitted by law.
            (h) Notwithstanding any other provision of this Article, no indemnification shall be provided to any person if in the opinion of counsel payment of such indemnification would cause the corporation to lose its tax exempt status, if any, from federal income taxation.
            (i) No amendment to or repeal of this Article shall adversely affect any right of protection of any director, officer, employee or agent for events occurring after the date of the adoption of this Article and prior to such amendment or repeal.
 
* * *