2nd AMENDED ARTICLES OF INCORPORATION

OF

CHOICE & CONSEQUENCE

October 13, 2003

 

 

TO:  STATE OF WASHINGTON, SECRETARY OF STATE, CORPORATIONS DIVISION

 

            The undersigned natural persons of the age of 18 years or more, acting as incorporators, adopt the following amended Articles of Incorporation pursuant to the Washington Nonprofit Corporations Act.

 

FIRST: The name of the Corporation is Choice & Consequence.

 

SECOND: The period of duration is perpetual.

 

THIRD: The Corporation is a mission-based organization and will be operated exclusively for charitable and educational purposes within the meaning of 501 (c) (3) of the Internal Revenue Code. Specifically, the Corporation is organized to provide health education to school students of diverse backgrounds and to adult audiences. In pursuance of these purposes it shall have the powers to carry on any business or other activity which may be lawfully conducted by a Corporation organized under the Washington State Nonprofit Corporations Act, whether or not related to the foregoing purposes, and to do all things necessary, proper and consistent with maintaining tax-exempt status under section 501 (c) (3).

 

FOURTH: Limitation on liability of directors, pursuant to RCW 23B.08.320 shall limit the personal liability of a director of the corporation for conduct as a director, provided that such provisions shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law.

 

FIFTH: The registered agent is Colleen C. Williams, who is a resident of the State of Washington and a staff of the Corporation, and the address of its initial registered office is 19128 Vista Drive, Arlington, Washington 98223, which is physically located in the County of Snohomish.

 

SIXTH: The number of directors constituting the current Board of Directors is seven (7), and the names and addresses, including street number, of the persons who are to serve as the current directors until their successors are elected and qualified are listed below. Thereafter, the number of directors may be changed in accordance with the Bylaws. Directors may elect their successors.

           

 

President / Barbara Otonicar

23033 N.E. 64th Street

Redmond, WA 98503

 

 

Vice-President / Jack Wilson

2722 Colby Avenue, Suite 104

Everett, WA 98201

 

2nd Vice-President / Mandi George

3020 Rucker Avenue, Suite 203

Everett, WA 98201

 

Secretary / Rima Blackwell

1712    22nd Street

Everett, WA 98201

 

Treasurer / Stacy Butchart

2802    200th Avenue East

Sumner, WA 98390

 

Officer / Marielle Harrington

155 NE 100th St., Suite 305

Seattle, WA 98125

 

Officer / Gordon McElroy

13004 25th Ave. S.E.

Everett, WA 98208

 

 

SEVENTH: The internal affairs of the Corporation shall be regulated by its Board of Directors, as described in the Bylaws. Upon dissolution of the Corporation, its assets shall be disposed of exclusively for the purposes of the Corporation or distributed to such organizations organized and operated exclusively for charitable purposes which shall, at the time, qualify as exempt organizations under section 501 (c) (3).

 

EIGHTH: No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to any director, employee or other individual, partnership, estate, trust or Corporation having a personal or private interest in the Corporation. Compensation for services rendered and reimbursement for expenses actually incurred in attending to the affairs of this Corporation shall be limited to reasonable amounts. No substantial amount of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation and this Corporation shall not intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles or of any Bylaws adopted there under, this Corporation shall not take any action not permitted by the laws which then apply to this Corporation.

 

NINTH: The name and address, including street number, of each incorporator is:

 

 

Colleen C. Williams, RN, C, MS

19128 Vista Drive

Arlington, WA 98223

 

Rebecca Rose-Engel, RRT

14322 North Creek Drive # 1521

Mill Creek, WA 98012

 

 

Certificate of Incorporation in effect as of October 9, 2000.

Amended Articles of Incorporation in effect as of May 22, 2003

2nd Amended Articles of Incorporation in effect as of October 15, 2003

 

This is to certify that the above changes were voted on and accepted by the Board of Directors October 13, 2003.

 

 

_______________________________________   _______________

2ND VICE-PRESIDENT                                            DATE