Articles of Incorporation
of Heritage Quest Research Library
January 17, 2015
Section 1 NAME AND DEFINITION
1. The name of this organization shall be the Heritage Quest Research Library; hereinafter referred to as "HQRL."
2. This organization shall be incorporated in the State of Washington as a Nonprofit organization under Chapter 24.03 of the Revised Code of Washington (RCW); hereinafter referred to as "Corporation."
3. The term of existence of the Corporation shall be perpetual.
Section 2 PURPOSE
1. HQRL is organized exclusively for charitable and educational purposes as stated in Section 501(c)(3) of the Internal Revenue Code (IRC) of the United States of America and Chapter 24.03, RCW.
2. HQRL is a repository for genealogical and historical materials for public use by providing:
a) Reference materials and equipment
b) Research assistance
c) Educational seminars and classes
d) An environment to bring together persons interested in genealogy, family history, historical, and community research for the exchange of information and mutual support
e) Promotion of goodwill between HQRL and the community
3. HQRL may engage in any other activity which the members deem related to or in furtherance of the foregoing, as well as to exercise any power granted by the statutes of the State of Washington to nonprofit corporations, and may do all acts necessary or expedient for the administration, conduct, and attainment of the purposes of the Corporation, and shall not, except to an insubstantial degree, exercise any power which is not in furtherance of the purpose of the Corporation.
4. Notwithstanding any other provisions of these articles, HQRL 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 1986 (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 1986 (or corresponding provision of any future United States Revenue Law).
Section 3 REGISTERED OFFICE AND AGENT
The registered agent's office and the office and address of the Corporation shall be that of Deborah M. Johnson, 1007 Main Street, Sumner, WA 98390.
Section 4 MEMBERSHIP
Membership in the Corporation shall be as provided in the Bylaws.
Section 5 INUREMENT OF BENEFITS, DISTRIBUTION OF CORPORATE ASSETS
No part of the earnings of the Corporation shall ever inure to the benefit of, or be distributable to, its donors, members, trustees, officers, or to any private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Section 2 hereof.
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 tax code). Upon dissolution, the Board of Trustees shall, after paying or making provision for the payment of all liabilities of the Corporation, liquidate assets of the Corporation. Research materials and monies derived from the liquidation shall be transferred to a 501(c)(3) exempt organization, operating as determined by the Board of Trustees for the benefit of enhancing genealogical and historical research in the local community.
Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Corporation is then located, exclusively for such purpose or to such organization(s), as such Court shall determine, which are organized and operated primarily for the benefit of enhancing genealogical and historical research in the local community.
Section 6 BOARD OF TRUSTEES
The business affairs of the Corporation shall be managed by a Board of Trustees. The number of Trustees shall be fixed by the Bylaws and may be increased or decreased from time to time, in the manner specified in the Bylaws. A trustee of the Corporation shall not be personally liable to the Corporation for monetary damages for conduct as a trustee, except for liability of the trustee 1) for acts or omissions which involve intentional misconduct by the trustee or a knowing violation of law by the trustee, or 2) for conduct violating RCW 23B.08.310; or 3) for any transaction from which the trustee will personally receive a benefit of money, property, or services to which the trustee is not legally entitled. If the Washington Nonprofit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of trustees, then the liability of a trustee of the Corporation shall be eliminated or limited to the fullest extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any amendment to or repeal of the foregoing Act shall not adversely affect any right or protection of a Trustee or officer of the Corporation for or with respect to any acts or omissions of such Trustee or officer occurring prior to such amendment or repeal.
Section 7 INDEMNIFICATION
The Corporation has the power to indemnify, and to purchase and maintain insurance for its trustees, officers, employees, and other persons and agents, and (without limiting the generality of the foregoing) shall indemnify its trustees, against all liability, damage and expense arising from or in connection with service for, employment by, or other affiliation with the Corporation to the maximum extent and under all circumstances permitted by law.
Section 8 BYLAWS
The members of the Corporation shall have the power to adopt, amend or repeal the Articles of Incorporation and Bylaws. These Articles and Bylaws shall become effective when approved by the membership.
Amended and Restated Articles of Incorporation - Approved by the Membership January 17, 2015