Articles of Incorporation

7/11/98 - revised ARTICLES OF INCORPORATION OF FRIENDS OF THE CLEARWATER, INC KNOW ALL MEN AND WOMEN BY THESE PRESENTS: That we, the undersigned officers of Friends of the Clearwater, INC, have affirmed under the unanimous consent of the Board of Directors these Articles of Incorporation. We the undersigned officers, under the direction of the Board of Directors, do hereby state that Friends of the Clearwater, INC, submits these Articles of Incorporation with the intention of becoming a domestic nonprofit Corporation solely in the state of Idaho under and pursuant to the laws of the state of Idaho. For that purpose we do hereby adopt and affirm these Articles of Incorporation. ARTICLE I: That the name of this corporation is FRIENDS OF THE CLEARWATER, INC. ARTICLE II: The name and address of the incorporator is: Friends of the Clearwater PO Box 9241 Moscow, Idaho 83843 ARTICLE III: The purpose for which this corporation is organized is for the transaction of any or all lawful business for which nonprofit corporations may be incorporated under the laws of the State of Idaho, and as they may be amended from time to time. ARTICLE IV: A. The specific purpose of this corporation will be as follows; to provide the public with information about issues concerning preservation of our natural environment, primarily but not limited to, northern and central Idaho. In order to provide the public with information about environmental issues, Friends of the Clearwater will gather data, participate in public processes, and present forums, seminars, and lectures to the general public. ARTICLE V: A. This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of the code of the Internal Revenue Service under Sections 501(c) (3). B. No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 IV. C. No substantial part of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign( including the publishing or distribution of statements) on behalf of any candidate for public office. D. 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 501 (c) (3) of the Internal Revenue Code, or (b) by a corporation, contributions of which are deductible under Section170 (c) (2) of the Internal Revenue Code. ARTICLE VI: The property of this corporation is irrevocably dedicated to charitable and educational purposes and no part of the net income or assets shall ever inure to the benefit of any director, officer or member thereof, or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all the debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or educational purposes and which has established its tax exempt status under Section 501(c) (3) of the Internal Revenue Code. Any such assets not disposed of by the Superior Court of the county in which the principle office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose. ARTICLE VII: The power of indemnification under the Idaho Nonprofit Corporation Act shall not denied or limited by the by laws. ARTICLE VIII: - STATUTORY AGENT: The name and address of the initial statutory agent of the corporation is: Steve Paulson 219 East "E" St. Moscow, Idaho 83843 ARTICLE IX: The organization known as Friends of the Clearwater, INC, hereby states its intent to incorporate in the state of Idaho, which has been approved by the Board of Directors in accordance with its rules and procedures. ARTICLE X: The Corporation shall have members who shall have such rights as are consistent with the management authority that these Articles grant the Board of Directors of the Corporation. Any person may become a member of the corporation. ARTICLE XI: The names and addresses of the persons who are serving as Directors until the next annual meeting of the Board or until their successor are elected and qualified are: Name_______________________ Address_________________________ Name_______________________ Address_________________________ Name_______________________ Address_________________________