EBOA Constitution

Evergreen Basketball Officials Association

The undersigned, acting as an incorporator under the Washington Nonprofit Corporation Act (Revised Code of Washington Chapter 24.03), hereby adopts and executes the following Articles of Incorporation:

ARTICLE I: NAME
The name of this corporation is EVERGREEN BASKETBALL OFFICIALS ASSOCIATION.

ARTICLE II: DURATION
The period of duration of this corporation shall be perpetual.

ARTICLE III: PURPOSES
The purposes for which this corporation, a nonprofit organization, is formed are:
This corporation will be organized and operated for educational purposes as set forth in section 501(c)(3), and none of its earnings may inure to any private shareholder or individual. It will not be an action organization, as it will not attempt to influence legislation as a substantial part of its activities and it may not participate in any campaign activity for or against political candidates.

Provide services to its members in assignments for officiating basketball games by providing training through clinics; teaching the proper mechanics to use and when to use them; and providing sessions on how to interpret and apply the various rules. Provide aid to coaches and players in acquiring a thorough knowledge of the playing rules of the game of basketball. To engage in any lawful activity which may hereafter be authorized from time to time by the board of directors.

ARTICLE IV: POWERS
This corporation shall have the power to do all lawful acts or things necessary, appropriate, or desirable to carry out and in furtherance of its purposes described in Article III which are consistent with the Washington Nonprofit Corporation Act.

ARTICLE V: REGISTERED OFFICE
The address of the initial registered office of this corporation is 8615 NE 293rd Street, Battle Ground, Washington 98604 and the name of its initial registered agent at such address is George Tierney. The written consent of such person to serve as registered agent is attached hereto.

ARTICLE VI: BOARD OF DIRECTORS
The management of this corporation shall be vested in a Board of Directors. The number of directors, and the method of selecting directors, shall be fixed by the Bylaws of this corporation.

ARTICLE VII: BYLAWS
The Board of Directors is authorized to make, alter, or repeal the Bylaws of this corporation.

ARTICLE VIII: LIMITATIONS
This corporation shall have no capital stock and no part of the net earnings of this corporation shall inure in whole or in part to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of the corporation, or to any person or organization other than an organization which is exempt from federal income taxation under Sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or is hereafter amended (the “Code”), except that the corporation 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 III.

ARTICLE IX: TRANSACTIONS INVOLVING DIRECTORS
1. No contracts or other transactions between this corporation and any other corporation, and no act of this corporation, shall in any way be affected or invalidated by the fact that any director of this corporation is pecuniarily or otherwise interested in, or is a trustee, director, or officer of, such other corporation.
2. Any director, individually, or any firm of which any director may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contracts or transactions of the corporation; provided, the fact that such director or such firm is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority thereof.

ARTICLE X: DISTRIBUTIONS UPON DISSOLUTION
Upon any dissolution of this corporation under provisions of the laws of the State of Washington for nonprofit corporations, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Code, or any successor statutes, and which further the purposes set forth in Article III. In no event shall any of the corporation’s assets be distributed to the officers, directors, or members of the corporation.

ARTICLE XI: AMENDMENTS
This corporation 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 directors present at a meeting of the Board of Directors.

ARTICLE XII: MEMBERS
The corporation shall have members.

ARTICLE XIII: DIRECTOR LIABILITY
A director of the corporation shall not be personally liable to the corporation for monetary damages for conduct as a director, except for liability of the director for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the director, or (ii) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Washington Business Corporation Act or the Washington Non-Profit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Washington Business Corporation Act or the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of the foregoing paragraph by the Board of Directors of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE XIV: INDEMNIFICATION
The corporation shall indemnify its directors against all liability, damage, or expense resulting from the fact that such person is or was a director to the maximum extent and under all circumstances permitted by law; provided, the corporation shall not indemnify a director against liability, damage or expense resulting from the director’s gross negligence.

ARTICLE XV: INCORPORATOR
The name and address of the incorporator is:
George Tierney
8615 NE 293rd Street
Battle Ground, Washington 98604