Skip Navigation LinksHome > Council > Articles & Bylaws > Articles of Incorporation

Articles of Incorporation

We, the undersigned, acting as the directors of the corporation under the provisions of the Washington Nonprofit Corporation Act (RCW 24.03), hereby sign and verify the following Amended Articles of Incorporation.

Article I. Basic Information

Section 1. Name

The name of this corporation, hereinafter referred to as "the Corporation" or the "Community Council," is South Fidalgo Community Council.

Section 2. Duration

The Corporation shall have perpetual existence.

Section 3. Mailing Address

The mailing address of the Corporation is P.O. Box 23, Anacortes WA 98221.

Section 4. Registered Office & Agent

The initial registered office of the Corporation is 14669 Sky Island Lane, Anacortes WA 98221, and the initial registered agent at such address is Randy Walters.

Article II. Purposes, Powers, and Duties

Section 1. Purposes

The purpose of this Corporation is to represent the residents of south Fidalgo Island and is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted to an organization described in Section 501(c)(3) of the Code or any successor provision. The Corporation 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.

Section 2. Powers

In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the Corporation's Articles of Incorporation or Bylaws, the Corporation shall have all powers which now or hereafter are conferred by law upon a corporation organized for the purposes set forth above, or are necessary or incidental to the powers so conferred, or are conducive to the attainment of the Corporation's purposes.

Section 3. Boundaries

The Community Council boundary may include only unincorporated territory located within the county. Any portion of such a community that is annexed by a city or town, or is incorporated as a city or town, shall be removed from the community upon the effective date of the annexation or the official date of the incorporation.

The initial South Fidalgo Community Council boundary shall be that area of unincorporated Skagit County included in Skagit County's Dewey, Rosario, and Fidalgo voting precincts.

Section 4. Duties

The Community Council shall propose sub-area plans to the county planning department and county legislative authority, and represent the community to state government and agencies. In addition, the Community Council shall serve as a forum for the discussion of local issues.

The Community Council must follow the provisions of chapter 42.30 RCW, the Open Public Meetings Act.

Article III. Board of Directors

The members of the Board of Directors of the South Fidalgo Community Council shall be known as Community Councilmembers. The time and manner of election of officers and Councilmembers, and criteria for removal of officers and Councilmembers, shall be set forth in the Community Council's Bylaws.

Section 1. Election of Initial Community Councilmembers

The founding organizer committee shall call a special election within the community to determine whether the proposed Community Council shall be created, and to elect the initial Community Councilmembers. The Community Council shall be created if the ballot proposition authorizing the creation of the community is approved by a simple majority vote of the voters voting on the proposition.

The initial Community Councilmembers shall be elected at the same election as the ballot proposition is submitted authorizing the creation of the community council. However, the election of the initial Community Councilmembers shall be null and void if the ballot proposition authorizing the creation of the Community Council is not approved.

No primary election shall be held to nominate candidates for initial council positions. The initial Community Council shall consist of the seven candidates who receive the greatest number of votes. Those Councilmembers will be assigned seat numbers based on the rank order of votes received. Staggering of terms of office shall be accomplished by having the majority of the winning candidates who receive the greatest number of votes being elected to four-year terms of office, and the remaining winning candidates being elected to two-year terms of office. Initial Councilmembers shall take office immediately when qualified.

Section 2. Community Councilmembers - Election - Terms

Community Councilmembers shall be elected to staggered four-year terms until their successors are elected and qualified. Each council position shall be numbered separately. Candidates shall run for specific council positions. The number of council positions shall be seven.

Community Councilmembers shall be nominated and elected at nonpartisan elections and in odd-numbered years. Councilmembers must be registered voters within the community boundaries.

In the event a vacancy occurs on the council, the candidate for the vacant seat with the next greatest number of votes in the last election shall fill the vacant unexpired term.

The provisions of this section apply to the election and terms of office of the initial Community Councilmembers, except as provided in Section 1.

Section 3. Limit on Director Liability

A director shall have no liability to the Corporation for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by a director, where the director votes or assents to a distribution which is unlawful or violates the requirements of these articles of incorporation, or for 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 Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.

Article IV. Indemnification

Section 1. Right to Indemnification of Directors and Officers.

Each person who was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation or, while a director or officer, he or she is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the corporation, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 2 of this Article with respect to proceedings seeking solely to enforce rights to indemnification, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the corporation.

The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 or otherwise.

Section 2. Right of Claimant to Bring Suit.

If a claim for which indemnification is required under Section 1 of this Article is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.

The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled.

Neither the failure of the corporation (including its board of directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the corporation (including its board of directors or independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 3. Nonexclusivity of Rights.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, or vote of disinterested directors or otherwise.

Section 4. Insurance, Contracts and Funding.

 The corporation may maintain insurance at its expense, to protect itself and any director, trustee, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under RCW 24.03.043 of the Washington Nonprofit Corporation Act and RCW 23B.08.510 of the Washington Business Corporation Act, or any successor provisions. The Corporation may enter into contracts with any director or officer of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

Section 5. Indemnification of Employees and Agents of the Corporation.

The corporation may, by action of its board of directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the corporation with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise.

Article V. Finances

Section 1. Earnings

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 Article II. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation 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.

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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Dissolution

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 the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article VI. Bylaws

Bylaws of the Corporation may be adopted by the Board of Directors at any regular meeting or any special meeting called for that purpose, so long as they are not inconsistent with the provisions of these Articles. The authority to make, alter, amend, or repeal bylaws is vested in the Board of Directors and may be exercised at any regular or special meeting of the Board of Directors.

Article VII. Amendments

These Articles of Incorporation may be amended by a two-thirds vote of the Community Councilmembers, or a majority vote of the community.

In witness whereof, we have subscribed our names this 23rd day of October, 2007.

Richard Bergner
Chris Conroy
Richard Grosvenor
Mary Lyons
Randy Walters