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NONPROFIT ARTICLES
OF INCORPORATION OF OREGON GPS USERS GROUP ARTICLE 1 NAME ARTICLE 2 MUTUAL BENEFIT CORPORATION The Corporation is a mutual benefit corporation. ARTICLE 3 MEMBERS The Corporation shall have members, as that term is defined in the Act. ARTICLE 4 PURPOSES The purposes 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 the Oregon GPS Users Group is to promote the use and understanding of the Global Positioning System (GPS) for surveying, mapping, and geographic information systems; to provide a forum for the exchange of information among members and the general public; to advance local, State, and Federal GPS strategies and legislation; and to promote the understanding and establishment of standards and guidelines.
ARTICLE 5 DISSOLUTION Upon dissolution or final liquidation, after payment or provision for payment of all of the liabilities of the Corporation, the remaining assets of the Corporation shall be distributed as determined by the Board of Directors. 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 of the Corporation is five. The number 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 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 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 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 the Corporation; (b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the 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, whether 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 effect at the time of the determination. ARTICLE 9 REGISTERED AGENT The name of the Corporation's initial registered agent is Kenneth J. Chamberlain. The address of the initial registered office, which is identical to the registered agent's address, is 3433 S.W. Carolina Street, Portland, Oregon 97201. ARTICLE 10 INCORPORATOR The name and address of the incorporator are:
DATED: ____________________, 1999. ________________________________ KENNETH J. CHAMBERLAIN Incorporator Person to contact about this filing: Kenneth
J. Chamberlain 080000/02031/275696
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