AMENDMENT TO ARTICLES OF INCORPORATION 

OF 

RICHLAND ROD AND GUN CLUB, 

a nonprofit corporation 

 

The undersigned, being the President and Secretary of RICHLAND ROD AND GUN CLUB, organized under the Washington Nonprofit Corporation Act, upon unanimous approval by the Board of Directors at a meeting held on December 20, 2016, and later adopted by a majority of the members of the Club in person or by proxy, hereby adopt and execute the following amendments to the Articles of Incorporation. 

 

Articles I, II and III shall remain unaltered and as set forth in the Articles of Incorporation dated May 2, 1954 and filed by the Washington Secretary of State on May 14, 1954 and are restated herein for continuity.   Articles IV, V, and VI shall be deleted in their entirety and are replaced with the articles shown herein.  All other articles are new and are added by this amendment.  

 

ARTICLE I 

 

This corporation shall not engage at any time in business for gain or profit. 

 

ARTICLE II 

 

The name of this corporation shall be RICHLAND ROD AND GUN CLUB.  The duration of its existence shall be perpetual. 

 

ARTICLE III 

 

The principal place of business of this corporation shall be Richland, County of Benton, Washington. 

 

ARTICLE IV 

Purposes 

 

The purposes of this corporation are and shall be as follows:  

1. Provide educational programs that are available to the public to encourage and support safe and lawful outdoor recreation opportunities including hunting, fishing, boating, and wildlife observation.

2. Support state and federal agencies with wildlife habitat projects and fish and wildlife surveys. 

3. Train young sportspersons for future opportunities and responsibilities in wildlife management through education and examples of safety, good fellowship and sportsmanship. 

4. Communicate with other like-minded organizations, landowners, government agencies and the public to promote cooperation in addressing issues related to fish, wildlife and other natural resources. 

5. Promote sustainable use of natural resources through public education and by providing input to state and federal government wildlife agencies regarding draft management plans and regulations.  

6. Receive and accept from any person, corporation, co-partnership or municipality any lease or franchise, or other evidence of right, authorizing and empowering it to enter into the possession of, to control, operate, maintain and exercise complete dominion over real and personal property to be used as and for a rod and gun club for the promotion of sports or other facilities under such rules and regulations as this corporation, acting through its members and its duly constituted trustees and officers, may adopt. 

7. Own, maintain and operate a rod and gun club and any related instrumentalities or other facilities for the entertainment and recreation of its members and those, other than members, who may be permitted to enjoy such instrumentalities under the rules and regulations of the corporation. Also to acquire by purchase, lease or other form of conveyance, and any and all instrumentalities ordinarily and customarily used in the ownership, operation and maintenance of a rod and gun club, or other facilities. 

8. The Corporation shall be non-political and non-sectarian in its activities and shall discriminate against no person or group by race, color, sex or national origin. 

9. Said Corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 of the Internal Revenue Code, or corresponding section of any future federal tax code. 

10. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.  Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code. 

11. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to a state or local government, for a public purpose. 

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ARTICLE V 

Powers 

 

In furtherance and not in limitation of the general powers conferred upon nonprofit corporations by the laws of the State of Washington, and in furtherance and not in limitation of the objects and purposes set forth in these Articles, this Club shall have and exercise all powers necessary for, incidental to, desirable for, or useful or convenient in carrying out each and all of its objects and purposes, express or implied. These powers shall include, but not be limited to the following: 

 

1. Power to Carry Out Objects and Purposes.  The power to do any and all things set forth or included in these Articles by implication or otherwise as an object or purpose or otherwise, either alone, as an agent, as principal through the agency of others, by contract with any person, firm, association, partnership or corporation, and in any other manner whatsoever.   

 

2. Power to Deal with Business Privileges.  The power to apply for, obtain, lease, register, purchase or otherwise acquire, hold, own, control, sell, and dispose of  copyrights, licenses and privileges, trademarks and trade names, labels, brands, and any other rights, permits or privileges of any kind or character whatsoever relating to or useful in connection with any business of the Club, and to use, develop, exercise, grant license in respect of, sell, let, protect, maintain, exchange or otherwise deal in and with the same. 

 

3. Power to Enter Into and Perform Contracts.  The power to enter into, make, perform, assume and carry out contracts of every kind for any lawful purpose, without limitation as to amount and with Directors or Officers if such Contracts are at arms-length, at market rate of compensation and approved by a majority of disinterested Directors. 

 

4. Power to Borrow. The power to borrow money and to issue evidences of indebtedness and the power to secure, at its option, any of the same by mortgage or otherwise, of any of its real, mixed or personal property. 

 

5. Power to Lend. The power to lend money on such security as it shall determine or without security; to acquire any kind of property by foreclosure, seizure, or otherwise, and to deal with the same as a natural person could or might do; to exercise any and all powers necessary, desirable, incidental or convenient in order to secure or enforce any rights of any kind and in any capacity growing out of any relationship, legal instrument, assets or property in which it has or might have any interest, legal or equitable. 

 

6. Power to Use Fictitious Name. The power to carry on business in its own name, in any assumed name, and through any partially or wholly owned corporation and to sue and be sued in its own name and any assumed name. 

 

7. Power to Act as Incorporator. The power to act as an incorporator of corporations formed to carry on any part or parts of its objects, purposes and functions. 

 

8. Power to Act in Fiduciary or Representative Capacity. The power to act as agent, trustee, guardian, executor, administrator, broker and in any other representative or fiduciary capacity, with or without revealing such relationship; the power to accept and execute trusts, whether created by will, grant or order of any court and regardless of the kind of fiduciary relationship or the kind of assets held or to be held by it as such fiduciary; and the power to carry out all responsibilities upon it imposed by the instrument or order creating the relationship, including the exercise of powers not specifically or by implication herein set forth. 

 

9. Power to Guarantee Obligations. The power to guarantee the obligation of and to act as surety for any person, partnership, association, corporation, joint venture, or business or other entity of any kind or character, including the power to mortgage, pledge, or otherwise hypothecate its property, both real and personal, to secure the payment of debts and obligations of others. 

 

10. Power to Deal in Real Property. The power to buy, acquire, acquire rights in, hold, lease (as lessee or lessor), sell, transfer, convey and otherwise dispose of improved or unimproved real property and interest therein of every kind and description, whether or not in possession. 

 

11.  Rulemaking and Enforcement Powers. The power to make, adopt, amend, add to, revise, or modify, and enforce rules and regulations for the control, management, restriction and protection of all or and part of its Endowment Funds, consistent with RCW 24.55.  Provided, however, that all rules and regulations adopted by the Club shall be consistent with the laws and constitution of Washington State, the laws of Benton County, and the provisions of 26 U.S.C. § 501 (c) of the Internal Revenue Code, and that all rules and regulations shall be plainly printed or typewritten and maintained in the Registered Office of the Club for inspection, or at such other place as the Club may prescribe.   

 

12. Incidental Powers. Subject to the limitations imposed by 26 U.S.C.§501(c) of the Internal Revenue Code, as amended, and the Washington State Constitution, this Club shall have the power to do any and all other acts and things, and to have and to exercise any and all further powers which a natural person or co-partnership could do and exercise; the power and authority to exercise any and all further powers now or hereafter belonging to or conferred upon nonprofit corporations; and the power to have and to exercise any and all other and further powers necessary, convenient, incidental, desirable or useful in any manner whatsoever in the exercise of the powers set forth in these Articles or carrying out the objects and purposes set forth in these Articles.  All of these powers, whether herein specifically set out or contained by implication, shall not be deemed in any manner whatsoever to be exclusive and shall be in furtherance of and not in limitation of the general corporate powers of nonprofit corporations, conferred by the laws of the State of Washington, but shall be subject to the limitations imposed by 26 U.S.C. §501(c) of the Internal Revenue Code, as it from time to time may be amended. 

 

 

ARTICLE VI 

Limitation on Powers 

 

1. Prohibition Against Private Inurement.  No part of the net earnings of the Club shall inure to the benefit or be distributed to its Officers, Trustees, or members, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Club in carrying out one or more of its purposes or contract services with the Club if proper under Article V, Section 3. 

 

 

2. Prohibition Against Specific Activities. 

 

a. Notwithstanding any other provision of these Articles, this Club shall not carry on nor engage in any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under 26 U.S.C. § 501(c) of the Internal Revenue Code, or the corresponding provision of any future United States Internal Revenue law, or, (ii) by a corporation, contributions to which are deductible under 26 U.S.C. § 170 of the Internal Revenue Code, or the corresponding provision of any future United States Internal Revenue law. 

 

b. Notwithstanding any other provision of these Articles, this Club shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Club. 

 

c. No substantial part of the activities of the Club shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation.  The Club shall not participate in or intervene in, including the publishing or distribution of statements, any political campaign on behalf of or in opposition to any candidate for public office. 

 

 

ARTICLE VII 

Election of Officers and Trustees 

 

The Officers and Trustees shall be elected by the general members of the Club and shall collectively comprise the Board of Directors. The manner in which the Officers and Trustees are to be elected shall be as specified in the Bylaws of the Club. The combined number of Officers and Trustees, i.e. the Board of Directors, shall be not less than 15 nor more than 25 and in accordance with the Bylaws of the Club.    

 

 

ARTICLE VIII 

Corporate Officers and Their Powers and Duties 

 

The Officers of the Club shall consist of the President, one or two Vice Presidents, Secretary, Treasurer, and Immediate Past President. The several Officers of the Club shall have such powers and shall perform such duties as specified in the Bylaws of the Club. Whenever the Board of Directors may so order, any two offices, the duties of which do not conflict, may be held by one person, with the exception of the offices of President and Secretary.  

 

 

ARTICLE IX 

Members of the Club 

 

Each individual member of the Club shall have one vote and each family membership shall have one vote in elections, Bylaw revisions, and other business put before the general membership.  The Board may develop an auxiliary of non-voting advocates who assist the Club in the discharge of its duties and assist in raising funds for Club purposes; provided, however, no such individual or group assisting the Club in an ad hoc capacity shall violate any provision of RCW 24.03, the Articles of Incorporation and Bylaws of the Club, or 26 U.S.C. 501(c)(3). 

 

 

ARTICLE X 

The Endowment Fund 

 

The Club may establish, maintain and operate an inviolable Endowment Fund as allowed under RCW 24.55, which shall be managed consistent with RCW 24.55. The Endowment Fund governing body shall be the Board of Directors of the Club. The Board may directly manage the Endowment Fund or may appoint a Bank or Trust Company qualified to engage in the trust business, and such Bank or Trust Company shall be authorized to receive and accept the funds deposited in the Endowment Fund in existence at the time of the appointment. The governing body or appointed Bank or Trust Company shall be allowed compensation for the administration of the Endowment Fund, provided, however, that the compensation shall not exceed in the aggregate the customary fee charged by Banks or Trust Companies for like services. Such fees shall not be paid from the principal. The governing body shall, annually, within ninety (90) days after the end of the calendar or fiscal year of the Club, make and keep on file for seven (7) years a true and correct written report, verified by oath of an Officer of the Club or by the oath of one or more of the Trustees, showing the actual condition of the Endowment Fund. 

 

 

ARTICLE XI 

Limitations on Distributions  

 

This Club shall have no capital stock. Furthermore, no part of the net earnings of this Club shall inure in whole or in part to the benefit of, or be distributable to, any Officer or Trustee or other individual having a personal or private interest in the activities of the Club, or to any person or organization other than an organization which is exempt from federal income taxation under 26 U.S.C. § 501(a) and 501(c) of the Internal Revenue Code, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the Purposes stated in Article IV.  

 

Provided, further, the Club is authorized and required to distribute all earnings from the Endowment Fund, consistent with RCW 24.55 and these Articles, that shall inure to the benefit of selected Donees, as the governing body, in its sole discretion, shall determine. 

 

 

ARTICLE XII 

Transactions Involving Board of Directors Members 

 

No contracts or other transactions between this Club and any other corporation, and no act of this Club, shall in any way be affected or invalidated by the fact that any Officer or Trustee of this Club is peculiarly or otherwise interested in, or is a Director or Officer of, such other corporation, provided that the fact of the individual’s relationship to the other business shall have been disclosed to or known by the Club’s Board of Directors prior to the business transaction.     

   

ARTICLE XIII 

Bylaws 

 

The Board of Directors is authorized to make, alter, amend, or repeal the Bylaws of this Club as provided in the Bylaws.  

 

ARTICLE XIV 

Amendments 

 

This Club reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation by the affirmative vote of a majority of the Officers and Trustees present at a meeting of the Board of Directors and confirmed by a majority vote of the general membership in person or by proxy.  Provided, however, that all alterations, amendments or repeals shall, at all times, be consistent with 26 U.S.C. § 501(c)(3) of the Internal Revenue Code, as it now exists or as hereafter amended. 

 

 

ARTICLE XV 

Exemption of Private Property 

 

The Incorporator, Officers, Trustees, and Agents of the Club and their property shall be forever exempt from liability or assessment for the Club's debts, obligations, or engagements.  

 

ARTICLE XVI 

Indemnity 

 

1. Right to Indemnification.  Each Officer, Trustee or Agent of the Club ("Person") who was, is, or will be threatened to be made a party to, or is otherwise involved (including, without limitation, as a witness) in any threatened, pending or completed action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (“Proceeding”), by reason of the fact that he or she is or was a Director of the Club or that being or having been a Director of the Club, he or she is or was serving at the request of the Club as an Officer or Trustee, whether the basis of a Proceeding is an alleged action in an official capacity, or in any other capacity, while serving as an Officer, Trustee, or Agent, shall be indemnified and held harmless by the Club against all losses, claims, damages (compensatory, exemplary, punitive or otherwise), liabilities and expenses (including attorney’s fees, costs, judgments, fines, amounts to be paid in settlement and any other expenses) actually and reasonably incurred or suffered by the Indemnitee in connection with the Proceeding, and the indemnification shall continue as to an Indemnitee who has ceased to be an Officer, Trustee, or Agent of the Club, and shall insure to the benefit of the Indemnitee’s heirs, executors and administrators. Except as provided in Article XVI, Section 4, with respect to Proceedings seeking to enforce rights to indemnification, the Club shall indemnify the Indemnitee in connection with a Proceeding (or part of a Proceeding) initiated by the Indemnitee only if a Proceeding (or part of a Proceeding) was authorized or ratified by the Board of Directors of the Club. 

 

2. Restrictions on Indemnification. No indemnification shall be provided to any Indemnitee for acts or omissions of the Indemnitee finally adjudged to be intentional misconduct or a knowing violation of law, for conduct of the Indemnitee finally adjudged to be in violation of RCW 24.03, for any transaction with respect to which it was finally adjudged that the Indemnitee personally received a benefit in money, property or services to which the Indemnitee was not legally entitled or if the Club is otherwise prohibited by applicable law from paying indemnification. Notwithstanding the foregoing, if RCW 24.03 is amended, the restrictions on indemnification set forth in this Article XVI, Section 2 shall be as set forth in the amended statutory provision. 

 

3. Advancement of Expenses. The right to indemnification shall include the right to be paid by the Club for the expenses incurred in defending any Proceeding in advance of its final disposition ("Advancement of Expenses"). An Advancement of Expenses shall periodically be made upon delivery to the Club of an undertaking (“Undertaking”), by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that the Indemnitee is not entitled to be indemnified.   

 

4. Non-exclusivity of Rights. The right to indemnification and the Advancement of Expenses shall not be exclusive of any other right that any person may have or hereafter acquire under any statute. 

 

5. Insurance, Contracts and Funding. The Club may maintain insurance, at its expense, to protect itself and any Director, Officer, Trustee, or Agent of the Club, or another organization, corporation, partnership, or other enterprise against any expense, liability or loss, whether or not the Club would have the authority or right to indemnify the person against the expense, liability or loss under the Washington Limited Liability Company Act or other law.  

 

 

 

 

DATED: _______________, 2017 _____________________________________ 

Richard K. Sharp, President 

 

_____________________________________ 

Frank V. Scopa, Secretary  

 

STATE OF WASHINGTON ) 

          :ss 

COUNTY OF BENTON    ) 

 

On this _______ day of January, 2017, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Richard K. Sharp and Frank V. Scopa, to me known to be the persons who executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Club, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said Club. 

 

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year in this certificate above-written. 

 

_______________________________________ 

NOTARY PUBLIC in and for Washington State 

Residing at: _____________________________ 

My Commission Expires:__________________