NONPROFIT ARTICLES OF INCORPORATION OF OREGONROCKETRY
The undersigned individuals, acting as incorporators under the Oregon Nonprofit Corporation Act (the “Act”), adopt the following Articles of Incorporation.
ARTICLE 1: NAME
The name of the corporation is OregonRocketry, and its duration shall be perpetual.
ARTICLE 2: PUBLIC BENEFIT CORPORATION
OregonRocketry is a public benefit corporation.
ARTICLE 3: MEMBERS
OregonRocketry shall have members, as defined in the bylaws.
ARTICLE 4: PURPOSES
The purpose of OregonRocketry is to promote the advancement of model, sport and amateur rocketry; to provide educational services relating to rocketry and aerospace sciences; and to provide a forum for the exchange of information among members and the general public.
ARTICLE 5: DISSOLUTION
Upon dissolution or final liquidation, after payment or provision for payment of all of the liabilities of OregonRocketry, the remaining assets of OregonRocketry shall be distributed as determined by the Board of Directors in accordance with state and federal law.
ARTICLE 6: INITIAL DIRECTORS
The governing body of OregonRocketry shall be a Board of Directors. The number of directors constituting the initial Board of Directors of OregonRocketry is five. The number of directors may be changed in accordance with OregonRocketry’s bylaws.
ARTICLE 7: LIMITATION ON LIABILITY
To the fullest extent permitted by the Act, as it exists on the date hereof or may hereafter be amended, no director or officer of OregonRocketry shall have any personal liability to OregonRocketry for monetary damages for conduct as a director or officer occurring on or after the date of adoption of this provision. Any amendments to or repeal of this provision or the Act shall not adversely affect any right of protection of a director or officer of OregonRocketry for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. No change in the Act shall reduce or eliminate the rights and protection set forth in this Article unless the change in the law specifically requires such reduction or elimination. This provision, however, shall not be deemed to eliminate or limit the liability of a director or officer for:
(a) Any breach of the director’s or officer’s duty of loyalty to OregonRocketry;
(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;
(c) Any unlawful distribution;
(d) Any transaction from which the director or officer derived an improper personal benefit; or
(e) Any act or omission in violation of ORS 65.361 to 65.367, or the corresponding provisions of any future Oregon nonprofit corporation law.
ARTICLE 8: INDEMNIFICATION
OregonRocketry shall indemnify to the fullest extent permitted by the Act any person who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of OregonRocketry), by reason of the fact that the person is or was a director or officer of OregonRocketry. The right to and amount of indemnification shall be determined in accordance with the provisions of the Act in effect at the time of the determination.