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.
ARTICLE 9: REGISTERED AGENT
The name of OregonRocketry's initial registered agent is Matt Jones.
The address of the initial registered office, which is identical
to the registered agent's address, is 6540 SE 77th Avenue, Portland,
OR, 97206.
ARTICLE 10: INCORPORATORS
The name and address of the incorporators are:
[Here shall appear the name and address of all OregonRocketry members
participating in the ratification election]
|
Anderson, Donald
Beekman, Chris
Bennett, Jeff
Bradley, Dave
Carbine, Adrian
Carey, Bruce
Clapp, Rick
Clark, Greg
Clay, Peter
Connet, Dave
Defibaugh, Dodd
Gamble, John
Hall, Fred
Harris, Donald
Harris, Gary
Haskins, Dick
Hatteberg, Ronald |
Haugaard, LaMar
Helfing, Saul
Johnson, Eric
Johnson, Ken
Jones, Daniel
Jones, Matthew
Jones, Tim
Kelley, Robert
Klinker, Jack
Knopf, Bill
Kowert, Karl
Lang, Thomas
Lefebvre, Mike
Long, Michele
Lyngdal, John
Macdonald, Richard Montgomery, David |
Moorehead, Rod
Newman, Kent
Nolting, Bruce
Proffitt, Dave
Rachor, George
Raigner, Scott
Ryerse, Tim
San Soucie, Paul
Scott, Christopher
Smurthwaite, Larry
Spears, Richard
Tarr, Stephen
Whitney, Michael
Winningstad, Den
Winningstad, Dennis |
DATED: January 3, 2002
Person to contact about this filing:
John Gamble
6065 SW 66th Ct.
Portland, OR 97223