Elected Officers of the RRGC board
These are some of the volunteers that pour their heart and soul into making the
Richland Rod and Gun Club a benefit to the communinity, wildlife and the U.S.A.
Richland Rod and Gun Club has NO paid staff!
Rick Libby -
2019 recipient of the Gardner-Cranston Exemplary Volunteerism Award, RRGC’s highest award. Rick served as Trustee from 2006-2012. He assumed the duties
of Treasurer in 2013 and continues to serve in that capacity. Rick received the Distinguished Service Award in 2010.
Mike Estes -
Tri-City native, certified Master Hunter, and strong proponent for public recreational access to all public lands.
Trustees of the Board
Club History and By-Laws
The Richland Rod & Gun Club was organized in 1945 with an objective of promoting hunting, fishing and conservation in what is now known as the Tri-City area. The Club was recognized as the outstanding group of its kind in the state by the Washington State Sportsmen's Council. The Club was voted this top honor in 1953, 1955 and 1958.
The Club remains an outstanding organization and has continued to grow to a stable membership of about 200 members. It continues to promote hunting, fishing and conservation with emphasis on training young sportsmen in wildlife management through education and examples of safety, good fellowship and sportsmanship. Many of the Club's achievements and activities over the past 60 plus years can be viewed below.
The Club had six main objectives when it was organized in 1945 and these objectives were incorporated into the Club's By-Laws that were first adopted in 1954. The By-Laws have been revised seven times and the most recent edition of the By-Laws can be reviewed here. In addition an addendum to the By-Laws contains the Club's award criteria guidelines.
BY-LAWS, RULES AND REGULATIONS
RICHLAND ROD AND GUN CLUB
The By-Laws, rules, and regulations of the Richland Rod and Gun Club were adopted at place, City of Richland, State of Washington, February 1954. Seven revisions have been made since 1954.
First Revision May, 1957
Second Revision, November 1962
Third Revision, December 1974
Fourth Revision December 1980
Fifth Revision, January 1996
Sixth Revision, May 2010
Seventh Revision, March 2015
Article 1 - PURPOSES
1.1: 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.
1.2: Support state and federal agencies with wildlife habitat projects and fish and wildlife surveys.
1.3: Train young sportsmen for future opportunities and responsibilities in wildlife management through education and examples of safety, good fellowship and sportsmanship.
1.4: 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.
1.5: Promote sustainable use of natural resources through public education and by providing input to state and federal government wildlife agencies regarding draft conservation and management plans and regulations.
Article 2 - MEMBERSHIP
2.1: All individuals are eligible to apply for membership. Membership may be either individual or family. Family membership includes spouse and all dependents less than 18 years of age.
2.2: Application with dues shall be submitted at the next Board of Directors meeting for approval.
2.3: Annual membership year shall begin on April 1 and end on March 31 of the following year. Membership shall automatically terminate if dues are not paid by June 1st.
2.4: There shall be one class of voting members of the Club who shall annually elect Officers and Trustees to open positions on the Board of Directors. Each membership, individual or family, shall have one vote.
2.5: Lifetime membership may be awarded to any eligible individual by the Board of Directors. See Addendum - Award Criteria Guidelines.
2.6: Upon receiving evidence of a member having committed an act inconsistent with the objectives of the Club and having been given an opportunity for defense, the Board of Directors may suspend or expel the member by a vote of two-thirds of Directors present at the Board meeting.
Article 3 - DUES
3.1: The Board of Directors shall establish the annual dues structure.
3.2: Members awarded a lifetime membership shall be exempt from dues.
Article 4 - BOARD OF DIRECTORS
4.1: The affairs of the Club shall be managed by the Board of Directors.
4.2 Elected Officers shall be President, Vice-President, Secretary, and Treasurer.
4.3: The Board of Directors shall consist of the elected Officers, the Immediate Past President, plus up to fifteen (15) Trustees.
4.4: With the exception of the Immediate Past President, the Officers and Trustees shall be elected annually by a majority vote of the members present at the March general membership meeting. They will assume the responsibilities of their offices at the April general membership meeting.
4.5: The Board of Directors shall have control and manage the property and affairs of the Club and all other matters not provided for in the Bylaws. The Board of Directors shall meet once each month to plan and execute the Club program. The Board of Directors shall have the power to make and amend rules, provided such changes do not conflict with these Bylaws.
4.6: Fifty per cent (50%) of the Directors (Officers and Trustees) must be present at a meeting to constitute a quorum for the transaction of business.
4.7: The act of a majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by the Articles of Incorporation or applicable Washington law.
4.8: The rules of procedure for meetings shall be rules contained in Robert's Rules of Order, newly revised, so far as applicable.
4.9: When necessary to address an urgent matter, the President may request a special meeting of the Board of Directors. The Secretary shall issue notice of the purpose, date, time, and place of any special meeting to all Directors.
4.10: Club business may be conducted by phone, e-mail, or other electronic communications equipment. Participation by electronic means shall constitute presence in person at a meeting. Ratification of any electronic Board of Directors meeting decision or action shall be required at the next regularly scheduled Board of Directors meeting.
4.11: Officers and Trustees must be members in good standing (dues paid current, no policy violations, etc.).
4.12: Any Officer or Trustee may resign at any time by delivering written notice to the President or Secretary or at any Board meeting.
4.13: Any Officer or Trustee may be removed from office by the Board, with or without cause, by the affirmative vote of two-thirds of the Directors present at any Board of Directors meeting at which a quorum is present.
4.14: A vacancy created by the death, resignation, removal, or disqualification of any Officer or Trustee may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
Article 5 - DUTIES OF OFFICERS
5.1: President - The President shall preside at all board, regular, or special meetings of the Club, casting the deciding vote in case of a tie, and perform such other duties incidental to the office. The President is the Chief Executive Officer of the Club and is chairman of the Board of Directors. The President shall present for approval the names of all chairmen of Standing Committees at the first meeting of the Board of Directors following the annual election. The President shall inform committee chairmen of the responsibilities of their committees. The President, or his designee, shall be the sole point of contact for the Club on matters pertaining to the Club. All correspondence, letters of endorsement and official business from the Club shall be from the President, or his designee. The President shall appoint a Nominating Committee not later than the January Board meeting. The President shall appoint an Audit Committee to conduct an annual review of the Club's financial records. The President shall serve as an ex-officio member of all Standing Committees.
5.2: Vice-President - The Vice-President shall assist the President in the execution of his duties and in the absence of the President shall assume and perform the duties as are incident to that office. The Vice-President shall serve as the Program chair for his term of office and is also responsible for the Annual Picnic. In the event of a vacancy in the office of President, the Vice-President shall succeed to that office for the unexpired term of the President.
5.3: Secretary - The Secretary shall keep a full and complete record of the proceedings of all Board of Directors meetings; maintain a roster of the Officers and Trustees; maintain and have charge of all correspondence of the Club, all of which is to remain the property of the Club, and shall be surrendered to his successor. The Secretary has the responsibility for the historical records of the Club. The secretary is also responsible for writing and publishing the monthly Club Bulletin which shall stand as a running history of the Club.
5.4: Treasurer - The Treasurer shall be responsible for the accounting of all monies received by the Club and pay all just bills. The Treasurer shall maintain all checking, savings, and special money accounts of the Club. He shall keep an accurate account of all receipts and disbursements, make monthly reports to the Board of Directors, and shall exhibit a full statement of the financial status of the Club at each annual meeting. The Treasurer shall complete and submit such government reports and filings as are required to maintain the Club's non-profit status. The Treasurer shall hand over to his successor a complete and accurate financial statement together with all funds and records pertaining to his office. An annual audit shall be performed by person(s) selected by the President. The Board of Directors may, at its discretion, require the Treasurer to furnish a Bond of Security for the faithful performance of his duties, the expense of such bond to be paid by the Club. The Treasurer shall preside over the Use of Funds committee and present a tabulation of proposed expenditures in January of each year for approval by the Board of Directors.
5.5: Immediate Past President-The Immediate Past President serves as a voting member of the Board of Directors and as a special advisor to the current Officers and Trustees.
Article 6 - STANDING COMMITTEES and SPECIAL VOLUNTEERS
6.1: Temporary Committees-The President and/or Board may designate and appoint temporary Board Committees and vest such Committees with such powers as they may see fit, subject to such conditions as may be prescribed by the Board and by applicable Washington law. Examples of temporary Committees are the Nominating Committee and the Audit Committee which are appointed by the President. Committees may be chaired by a member who is not an Officer or Trustee but at least one Director must be on each Committee.
6.2: Standing Committees- Standing Committees shall be established as directed by the President. The President may use his discretion to add, subtract, or combine these committees, and shall call for a report of their activities at board and regular Club meetings. The Standing Committee Chairmen shall be responsible for maintaining a current and accurate accounting of all Club property entrusted to them. They shall report on their committee's status at the Board of Directors meetings and/or the general Club members meetings. Current Standing Committees are: Webmaster, History and Awards, Use of Funds, Game Recovery, Fish, Big Game, Membership, Youth Activities, Hunter Education, Legislative, and Public Lands. Suggested additional Standing Committees are: Upland Bird and Waterfowl, Wood Duck Nest Boxes, Salmon in the Classroom, Conservation, Door Prize (monthly meetings), Fishing Kids, Lunker Lake, Salmon Booth, Dog Training, Scholarship and Phone Tree.
6.3: Special Volunteers-The Club members listed as Special Volunteers are appointed by the President, and reviewed annually, and are generally former officers or Trustees and provide a reservoir of experience that is valuable to the Club. Although Special Volunteers are designated to have powers similar to Trustees, it is not meant that they compete, but rather complement and re-enforce actions being considered by the Club. Unlike the Trustees, it is not a requirement that Special Volunteers attend all Board meetings; nevertheless, Special Volunteers are encouraged to attend Board meetings. Special Volunteers may vote at Board of Directors meetings on issues that do not impact fiduciary responsibility of the Club (monthly photo contest winner, dates for Club events, etc.). Fiduciary responsibility is reserved solely to the Board of Directors.
Article 7 - ADMINISTRATIVE and FINANCIAL PROVISIONS
7.1: Members having control of Club property shall keep an inventory of said property and location. The inventory shall be presented to the President at the April Board of Directors meeting. A record of the inventory shall be retained by the Treasurer.
7.2: The Club shall keep copies of its current Articles of Incorporation and Bylaws (Secretary); correct and adequate records of accounts and finances (Treasurer); minutes of the proceedings of its Board of Directors (Secretary), insurance policies (Secretary and President); a roster of the names, phone numbers, and e-mail addresses of Officers, Trustees, and Special Volunteers (Secretary); and a current membership list including name, type of membership, date joined, address, phone number, and e-mail address (Membership Chair and Secretary); and such other records as may be necessary or advisable.
7.3: The principle office of the Club for business purposes will be the Club Post Office Box. When a physical location address is required, it will be the address of the Treasurer.
7.4: The Board may authorize any Officer or Officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club.
7.5: The accounting year of the Club shall be the twelve (12) months ending December 31 of each year.
7.6: Actions by the Board of Directors that set policy or have potential long-term impacts or significance, shall be tracked by a Resolution Number assigned by the Secretary. Revisions to membership dues, authority to open or close bank accounts or be signatory to those accounts, investment of Club funds, or decisions to enter into contracts are examples of actions that require Resolutions.
Article 8 - AMENDMENTS
The Bylaws may be amended by a majority vote of the members present at the annual meeting or any special meeting called for amending the Bylaws. Proposed amendments to the Bylaws must be approved by the Board of Directors and then submitted in writing to all members of the Club not less than thirty (30) days prior to the annual meeting or any special meeting called for amending the Bylaws.
Article 9 - ANNUAL MEETING
The annual meeting of the Club shall be the regularly scheduled general membership meeting in March of each year.
9.1: The first item under “New Business” of the annual meeting shall be the election of Officers and Trustees. The Nominating Committee will provide a slate of candidates. Additional nominations may also be made from the floor during the meeting.
9.2: The second item under “New Business” shall be consideration of any properly submitted proposed amendments to the Bylaws.
Article 10 - ORDER OF BUSINESS
The order of business at all meetings shall be as follows unless changed at the discretion of the presiding officer.
Reading and approval of minutes of previous meeting (Board of Directors meetings only)
Pledge (General Meeting)
Report of Officers
Report of Committees
Election of Officers (Annual Meeting)
Program (General Meeting)
RRGC Award Criteria Guidelines
1. Not necessary to present any award in a given year, only as Club service and contributions warrant.
2. Not necessary to be a Club officer to receive an award.
3. Guidelines may be waived in special cases.
4. An individual can receive each award only once.
5. All awards are presented by the President at the Annual Big Game Dinner or, alternatively, at a Club meeting depending on the awardee's availability.
6. President or appointee is chairman of the Awards Committee which meets each January to identify suitable candidates for each award.
7. Awards Committee makeup to be at discretion of President/Board of Directors.
8. Nominees for awards to be approved by a majority vote of the Board.
Distinguished Service Award - Established 1975
Description- An engraved plaque to be retained by the recipient. The DSA can be awarded to more than one individual in a given year. Requires active support for Club projects and activities in excess of four years with at least one year as an officer or in excess of five years as a Board member or as a leader of a long term activity/project not necessarily a function of the Club or as a business contributing to the Club or as a sportswriter continually calling attention to wildlife related issues (can be non-Club member).
Gardner-Cranston Exemplary Volunteerism Award - Established 1998
Description-Engraved plaque to be retained by recipient, name plate to be installed on Master Award Plaque (to be displayed at an appropriate location) and to have possession of traveling perpetual trophy until relinquished to next recipient. The award shall be presented to no more than one recipient per year.
Requires continuous support for Club projects and activities and in excess of 15 years membership and in excess of 10 years of service on Board or as a volunteer with frequent attendance at Board/Club meetings and assumes leadership role on several projects or on a particular long term Club project and holder of Distinguished Service Award received as a Club member.
Life Member Award - Established prior to 1975
Description-In addition to recognition becomes non dues paying member of Club. The award may be presented to more than individual in a given year.
Requires recipient to be holder of Gardner-Cranston and Distinguished Service Awards and have in excess of 20 years active Club membership and be over 55 years of age.
AMENDMENT TO ARTICLES OF INCORPORATION
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.
This corporation shall not engage at any time in business for gain or profit.
The name of this corporation shall be RICHLAND ROD AND GUN CLUB. The duration of its existence shall be perpetual.
The principal place of business of this corporation shall be Richland, County of Benton, Washington.
The purposes of this corporation are and shall be as follows:
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.
Support state and federal agencies with wildlife habitat projects and fish and wildlife surveys.
Train young sportspersons for future opportunities and responsibilities in wildlife management through education and examples of safety, good fellowship and sportsmanship.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
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.
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.
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.
The Board of Directors is authorized to make, alter, amend, or repeal the Bylaws of this Club as provided in the Bylaws.
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.
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.
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 )
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:__________________
Gene Van Liew