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ARTICLES OF INCORPORATION AND BYLAWS

NONPROFIT

ARTICLES OF INCORPORATION

OF

ESTACADA AREA SUPPORT OUR TROOPS FOUNDATION

The undersigned individual, acting as incorporator under the Oregon Nonprofit Corporation Act (the "Act") adopts the following Articles of Incorporation.

ARTICLE 1

NAME

The name of the corporation is Estacada Area Support Our Troops Foundation (the "Corporation"), and its duration shall be perpetual.

ARTICLE 2

PUBLIC BENEFIT CORPORATION

The Corporation is a Public Benefit Corporation.

ARTICLE 3

MEMBERS

The Corporation shall have members, as that term is defined in the act.

ARTICLE 4

PURPOSES

The purpose of the Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes, or its corresponding future provisions.  In particular, the purpose of Estacada Area Support Our Troops Foundation is to recognize all veterans, past, present, and future from the Estacada area; pursue different financial avenues for a veteran's memorial; promote the interest and involvement of Estacada area citizens; and promote an active role by citizens in the development of the Veteran's memorial.

ARTICLE 5 

 DISSOLUTION

Upon dissolution or final liquidation, after payment or provisions for payment of all the liabilities of the Corporation, the remaining assets of the Corporation shall be distributed as determined by the Board of Directors and ORS 65.001 (37) (b).

ARTICLE 6

INITIAL DIRECTORS

The governing body of the Corporation shall be a Board of Directors.  The number of directors constituting the initial Board of Directors may be changed in accordance with the Corporation'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 the Corporation shall have any personal liability to the Corporation for monetary damages for conduct as a director or officer occurring on or after the date of the adoption of this provision.  Any amendments to or repeal of this provision or the Act shall not adversely affect any right or protection of a director or officer of the Corporation 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 right 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 officers duty of loyalty to the Corporation,

(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's or officers derived an improper 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

The Corporation 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, which civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was a director or officer of the Corporation.  The right to and amount of indemnification shall be determined in accordance with the provisions of the Act in affect at the time of the determination.

ARTICLE 9

REGISTERED AGENT

The name of the Corporation's initial registered agent is Dennis P. Dahrens.  The mailing address of the initial registered office, which is identical to the registered agent's mailing address, is P.O. Box 792, Estacada, Oregon  97023.

ARTICLE 10

INCORPORATOR

The name and address of the incorporator are:

Dennis P. Dahrens

Mailing address:  P.O. Box 792, Estacada, Oregon  97023

Physical address:  297 NW Fifth, Estacada, Oregon

Dated:  January 5, 2006

 

BYLAWS

Bylaws are still in the process of being revised to meet the needs of EASOTF today.

 

 

 

    

  

 

 


           








If you have any questions or comments please email
Dennis Dahrens.
Click Here to email
info@estacadaveteransmemorial.org

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