ARTICLES OF INCORPORATION
OF
LUTHERAN YOUTH OF NORTH SEATTLE
The undersigned in order to form a nonprofit corporation under the Washington Nonprofit Corporation Act, Chapter 24.03
of the Revised Code of Washington, hereby executes the following Articles of Incorporation:
ARTICLE I
NAME
The name of this corporation is Lutheran Youth of North
Seattle.
ARTICLE II
DURATION
The duration of the corporation shall be perpetual.
ARTICLE III
PURPOSES
3.1 General
Purpose. The corporation is organized exclusively for charitable purposes with in the meaning of Section 501©(3) of the
Internal Revenue Code of 1986, as amended (the “Code”) and which is described in Code Section 509(a)(2). The corporation
shall engage in any lawful activities directly for the purpose of carrying out its exempt purpose.
3.2
Specific Purpose. The principal aims and objectives of LYONS are to provide guidance, organization and order
for a joint youth program for the congregations of Ballard First Lutheran Church, located at 2006 NW 65th Street
in Seattle, Washington; Phinney Ridge Lutheran Church, located at 7500 Greenwood Avenue North in Seattle, Washington; and
Queen Anne Evangelical Lutheran Church, located at 2400 8th Street West in Seattle, Washington and for the youth
of other Lutheran congregations or any other youth who wish to participate in the joint youth program; to organize and provide
a continuing youth program through the cooperation of the members of the participating congregations, and through the efforts
of directors, officers and employees of the corporation; and to encourage, foster and promote opportunities for youth to participate
in a Christ-centered community of Worship, Witness, Service, Education and Fun.
3.3
Specific Purpose.
3.3.1 Nonprofit Status. The corporation
shall not have or issue shares of stock. The corporation is not organized for profit, and no part of its net earnings, gains,
or assets shall inure to the benefit of, or be distributable to, any member, director, or officer of the corporation, any
private individual, or any organization operated for a profit, except that the corporation shall be authorized and empowered
to pay reasonable compensation to its directors or officers for services rendered, to make reimbursement for reasonable expenses
incurred on its behalf, and to make payments and distributions in furtherance of the purpose of the corporation and subject
to the limitations of Sections 3.3.2 and 3.3.3 of these Articles of Incorporation.
3.3.2
Distributions; Dissolution. No director or officer of the corporation, or any private individual, shall
be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation or the winding
up of its affairs. Upon such dissolution or winding up, after paying or making adequate provision for the distribution of
all of the restricted available assets of the corporation, the remaining assets shall be distributed to all regular contributing
and participating congregations for contributions made after August 31, 2002 in the amounts equal to their accumulated proportional
contributions to LYONS after August 31, 2002. Unrestricted assets from contributions made before August 31, 2002 shall be
distributed to the founding three churches in proportion to their contributions during that period.
3.3.3 Prohibited Activity.
(a)
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 be empowered to make the election authorized under Code Section
501(h) and, if it so elects, to make lobbying or grass roots expenditures that do not normally exceed the ceiling amounts
prescribed in Code Section 501(h)(2). The corporation shall not participate in or intervene in (including the publication
or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
(b)
Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct nor
carry on any activities not permitted to be conducted or carried on by an organization exempt from federal income tax under
Code Section501(a) as an organization described in Code Section 501(c)(3) or by an organization, contributions to which are
deductible under Code Section 170(c)(2).
(c)
If the corporation is a private foundation within the meaning of Code Section 509, the corporation is
prohibited from: (i) engaging in any act of self-dealing as defined in Code Section 4941(d); (ii) retaining any excess business
holdings as defined in Code Section 4943; (iii) making any investments which would subject the corporation to tax under Code
Section 4944; and (iv) making any taxable expenditure as defined in Code Section 4945(d). If Code Section 4942 is deemed applicable
to the corporation, it shall make distributions at such times and in such manner as not to become subject to the tax on undistributed
income imposed by Code Section 4942.
3.3.3
Powers In general, and subject to such limitations as are or may be prescribed by law, by these Articles
of Incorporation, or by the corporation’s Bylaws, the corporation shall have the authority to engage in any and all
such activities and to exercise any and all powers as are incidental or conducive to the attainment of the purposes of the
corporation set forth in Section 3.1 and 3.2 of these Articles of Incorporation, which are consistent with the Washington
Nonprofit Corporation Act and Code Section 501(c)(3).
ARTICLE
IV
BYLAWS
The Board of Directors shall have the
power to adopt, amend, or repeal the Bylaws of the corporation.
ARTICLE
V
DIRECTORS
5.1
Number and Election. The affairs of the corporation shall be managed by the Board of Directors. The specific
number of directors, the qualifications, terms of office, manner of appointment, place and notice of meetings, and the powers
and duties of directors shall be such as are prescribed by the Bylaws of the corporation.
5.2
Initial Directors. The number of directors constituting the initial Board of Directors shall be three (3). The
names and addresses of the persons who are to serve as the initial directors are as follows:
Name
Address
Lance Herberg
Ballard First Lutheran Church
2006 N.W. 65th Street
Seattle, Washington 98117
Jodi Foslien
Phinney Ridge Lutheran Church
7500 Greenwood Avenue North
Seattle, Washington 98103
Sharon Ray
Queen Anne Evangelical Lutheran Church
2400 8th Avenue West
Seattle, Washington 98119
ARTICLE
VI
NO
MEMBERS
The corporation shall have no members.
ARTICLE
VII
REGISTERED
OFFICE AND REGISTERED AGENT
The address of the initial registered office of this corporation is Ballard First Lutheran Church, 2006 NW 65th
Street, Seattle, WA 98117 and the name of its initial registered agent at such
address is Lance W. Herberg.
ARTICLE
VIII
AMENDMENTS
TO ARTICLES OF INCORPORATION
The corporation reserves the right to amend or repeal any of the provisions contained in these Articles of Incorporation,
by the affirmative vote of a majority of the directors in office; provided, however, that no amendment of Article III shall
be made without the unanimous consent of such directors.
ARTICLE
IX
INDEMNIFICATION
AND LIMITATION ON LIABILITY
9.1
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 the liability of the director: (a) for acts or omissions that involve
intentional misconduct by the director or a knowing violation of law by the director; (b) arising under Section 23B.08.310
of the Revised Code of Washington; or (c) 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 or
the Washington Business Corporation Act are amended to authorize corporate action further limiting or eliminating the personal
liability of directors, then the liability of a director of the corporation shall be limited or eliminated to the fullest
extent permitted by the Washington Nonprofit Corporation Act or the Washington Business Corporation Act, as so amended. Any
repeal or modification of this Section 9.1 shall not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
9.2
Indemnification. The corporation has the power to indemnify, and to purchase and maintain insurance for, its
directors, officers, trustees, employees, and other persons and agents, and (without limiting the generality of the foregoing)
shall indemnify its director against all liability, judgments, damages, fines, settlements, and expenses arising from or in
connection with service for, employment by, or other affiliation with the corporation or other firms, or entities to the maximum
extent and under all circumstances permitted by law. Pursuant to Section 23B.08.560 of the Revised Code of Washington, any
indemnification authorized or required by this Section 9.2 for liability that does not result from (a) acts or omissions finally
