Articles of Incorporation

of the

HOOD CANAL SALMON ENHANCEMENT GROUP

  

UBI #601 285 471                                                                   Filed

EIN #91-1518294                                                                   State of Washington

                                                                                                November 20, 1990

                                                                                                Ralph Munro

                                                                                                Secretary of State

          

We, the undersigned persons, acting as the Incorporators of a corporation under the provisions of the Washington Nonprofit Corporation Act, adopt the following Articles of Incorporation for such corporation.

  

ARTICLE I

 

NAME

 

The name of the corporation shall be the Hood Canal Salmon Enhancement Group.

  

ARTICLE II

 

TERM OF EXISTENCE

  

The term of existence of the corporation shall be perpetual.

        

ARTICLE III

 

PURPOSE

 

This corporation is formed for the following purpose:  To protect and enhance the genetic diversity and populations of salmon in Hood Canal by the protection of habitat and water quality, education, remote site incubators, and other means.

  

ARTICLE IV

 

POWERS

 

This corporation shall have such powers as are set forth in the Revised Code of Washington Section 24.03.035 and as they may be amended from time to time and all other powers as may be granted to a nonprofit corporation under the laws of the State of Washington.

  

ARTICLE V

 

REGION

 

The Hood Canal Salmon Enhancement Group (HCSEG) shall operate in and encompass the entirety of Hood Canal and the adjoining watersheds in the State of Washington (Fisheries Enhancement Region 6).

  

ARTICLE VI

 

MEMBERSHIP

 

Membership in the corporation shall be open to all members of the public who agree to promote the purposes of the HCSEG as set forth in Article III.  Time and place of meetings shall be as described in the bylaws of the corporation.  Membership shall be promoted to insure the representation from all user groups, who shall be informed and invited to join.  The Board of Directors shall have the right to set a membership fee as approved by the membership.

  

ARTICLE VII

 

BOARD OF DIRECTORS

 

Management of the corporation shall be vested in a Board of Directors.  The initial number of Directors shall be five (5).  The election of and number of Directors, terms of office, and powers and duties of the Directors, as well as the time and place of board of Directors meetings, shall be as described in these Articles and in the bylaws of the corporation.  The names and addresses of the Initial Directors are as follows:

            Mr. Barry Jenkins, E 100 Olympic Place, Shelton, Washington 98584

            Mr. Dennis McBreen, PO Box 310, Seabeck, Washington 98380

            Mr. Duane Linkmeyer, 836 NE Dawn, Bremerton, Washington 98310

            Mr. Jerry Hermanson, 735 Wa Wa Point Road, Brinnon, Washington 98320

            Mr. John Heal, PO Box 630, Port Townsend, Washington 98368

  

ARTICLE VIII

 

BYLAWS

 

The Authority to make bylaws for the corporation is hereby vested in the membership.  Passage of bylaws and subsequent amendments shall be by a simple majority vote of the members voting.

  

ARTICLE IX

 

REGISTERED AGENT

 

The registered agent for this corporation shall be Mr. Barry Jenkins.  The street address of the registered agent, as well as the registered office address of the corporation, shall be at E 100 Olympic Place, Shelton, Washington 98584.

  

ARTICLE X

 

PROHIBITED ACTIVITIES

 

No portion of the monies of HCSEG shall inure to the benefit of, or be distributed to, its members, Directors, or other private persons, except that the HCSEG shall be authorized and empowered to make reasonable compensation for services rendered, payments for materials purchased, and other distributions as necessary in the furtherance of the purposes set forth in Article III.

   

ARTICLE XI

 

DISSOLUTION

 

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, dispose of all the remaining assets in the following manner.  Financial assets shall be distributed to another non-profit group in the Hood Canal basin that has goals similar to those of this corporation.  Any other assets shall be given to either a nonprofit group or a charitable organization that is interested in the enhancement of salmon.  Physical assets that remain in use for projects undertaken by the corporation during its tenure shall become the property of the party upon whose land the project exists only if so requested in writing.

  

ARTICLE XII

 

AMENDMENTS

 

The corporation reserves to the Board of Directors the right to amend or repeal any provision contained in these Articles of Incorporation.  Any changes shall require a unanimous vote of the Directors.  Any changes shall also require confirmation by a majority of the members voting at the next general meeting.

  

ARTICLE XIII

 

INCORPORATORS

 

The names and addresses of the Incorporators of the corporation are as follows:

            Mr. Barry Jenkins, E 100 Olympic Place, Shelton, Washington 98584

            Mr. Dennis McBreen, PO Box 310, Seabeck, Washington 98380.

 

IN WITNESS WHEREOF each incorporator has affixed his signature on this 19 day of September, 1990.

 

                                    Signed by Dennis McBreen and Barry Jenkins

 

                                    Witnessed by Alvin W Robbieke

 

CONSENT TO APPOINTMENT AS REGISTERED AGENT

 

I, Barry Jenkins, hereby consent to serve as Registered Agent, in the State of Washington, for the corporation herein named.  I understand that as agent for the corporation, it will be my responsibility to receive Service of Process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the Office of the Secretary of State in the event of my resignation or of any change in the Registered Office address of the corporation for which I am agent.

 

9-19-90                       Signed by Barry Jenkins

                                    Witnessed by Alvin W Robbieke

            

Amendments

 

To

 

ARTICLES OF INCORPORATION

 

of the

 

HOOD CANAL SALMON ENHANCEMENT GROUP

 

UBI Number:  601 285 471

   

ARTICLE IX

 

REGISTERED AGENT

 

The registered agent for this corporation shall be Mrs. Katherine O. Marsh.  The street address of the registered agent, as well as the registered office address of the corporation, shall be at 80 Brinnon Lane, Brinnon, Washington 98320.

  

ARTICLE X

 

PROHIBITED ACTIVITIES

 

Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c) 3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

No portion of the monies of HCSEG shall inure to the benefit of, or be distributed to, its members, Directors, or other private persons, except that the HCSEG shall be authorized and empowered to make reasonable compensation for services rendered, payments for materials purchased, and other distributions as necessary in the furtherance of the purposes set forth in Article III.

    

ARTICLE XI

 

DISSOLUTION

 

Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, religious and/or scientific purposes and which has established its tax exempt status under section 501 (c) 3 of the Internal Revenue Code.

 

Where possible, financial assets shall be distributed to another non-profit group in the Hood Canal basin that has goals similar to those of this corporation.  Physical assets that remain in use for projects undertaken by the corporation during its tenure shall become the property of the party upon whose land the project exists only if so requested in writing.

   

Adoption of Amendments

 

There are no member voting rights with regard to the adoption of amended Articles of Incorporation of the Hood Canal Salmon Enhancement Group.  Amendments to Article IX, Registered Agent, Article X, Prohibited Activities, and Article XI, Dissolution, were adopted at a meeting of the Board of Directors November 30, 1991, at which a majority of the directors of office were present.  All amendments were adopted unanimously.

 

December 10, 1991

Katherine O Marsh

Secretary

 

12/10/91

Filed State of Washington Dec 10, 1991, Ralph Munro, Secretary of State

  

CONSENT TO APPOINTMENT AS REGISTERED AGENT

 

I, Katherine O. Marsh, hereby consent to serve as Registered Agent, in the State of Washington, for the corporation herein named.  I understand that as agent for the corporation, it will be my responsibility to receive Service of Process in the name of the corporation; to forward all mail to the corporation; and to immediately notify the Office of the Secretary of State in the event of my resignation or of any change in the Registered Office address of the Corporation for which I am agent.

 

December 10, 1991

Katherine O. Marsh