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ARTICLES OF INCORPORATION OF
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NORTHWEST ARCRIVISTS , I NCORPORATED
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MEN BY THE SE PRESENTS That we , the undersigned ,
the United States a nd af l awful ag e, have today voluntarily
·ourselv ea for th e purpose of forming a non-profit ,
W
~soc~on
under the provisions of Chapter
Ip
~ooperative
Titl e 3D , Idaho Code , and a ll
~
other laws of the State of Idaho pertaining thereto , an d we h ereby certify
as f o llows:
ARTICLE 1
The name of this corporation sha ll be t he NORTHWEST ARCHIVISTS, IN_
CORPoRATED.
ARTICLE 2
The purpose of this corporation sha ll be to bring together persons
i nterested in the preservation an d use of archival and manuscrip t materia l;
to provide information on research materials and archiva l methodo l ogy ; to
provi de educational programs concerning manuscripts and a r chives j
to a cquire titl e and hold tit l e to such rea l and personal property as may
be ne cessary or desirable to carry out its purpose , and to manage and operate
any rea l or persona l property given and devised to or acquired by the corporationj to sell, convey , dispose o fj or exchange both real or persona l
property , and to do any and a ll things conv enien t and incidenta l t o t h e
purpose of the corporation , and generslly t o have and to exercise all such
powers as are by law conferred upon such corporations o f l i ke charac t er ,
and in carrying ou t the purpose o f the corporation to do any and a ll t h i ngs
and exercise a ny and a ll powers not prohibited by l aw , and not prohibited
for non- profi t corporations qualifying under Section 501 (c)(3) United
S"tates Internal Revenue Code, bu t not for pecuniary profit .
The Society is
organ i zed exc l usivel y f or cha ritabl e , educationa l, and scientific purposes
ths t qualify as exempt under Section 501 (c)(3) of the Interna l Revenue
Cod e of 1954 (or the corre spond ing prov ision of a ny f u t ure Un ited States
Inter nal Revenue Law.)
ARTICLE 3
This corporation s hall have perpetual
exi6tence ~
ARTICLE 4
Qua lifications of members shall be provided by By- l aws 'of the
corpora tio n .
A member s hip certificate shall be issued to each member .
The rights and inter ests of a ll members shal l be equal, a nd no member shall
ha ve or acquire greater in terest therein than any other members , and no
member shall hold more than one
F~rti fi cate
of membership in this corpora tion .
This corpora tion s ha ll never issue any capital stock .
No member of the
corporation sha ll ever receive any part of the net earnings of sai d corporation, bu t he shal l not be disbarred from receiving payment, for services
actua lly ren dered or materia l s furnished , and each member agrees that all
funds of this corporation s ha ll be used solely and exclusively to carry
out s nd attain the objectives of t his corporation .
ARTICLE 5
The nwnber of directors of this corporation s ha ll be not le ss than five
nor more than thirty , each of whom shall be membe r s of this corporation,
and the number, qualifications , and terms of office , manner of e lection,
time and place of ca ll ing meetings , and powers and duties of the dire ctors
sha ll be prescribed in the By-laws of th e corporati on .
The board of. directors
sha ll have power to condu ct s ll of the affairs of the corporation .
The offi cers of this corporation shall be thos'e provided for in t he
By-laws o f this corpora tion , and such other officers as t he board of directors
shal l deem necessary .
Each of the offi cers sha l l have such powers as are
conferred by the By-laws of t he corporation .
Officers sha ll be chosen by
and sha ll hold office dur i ng the pl easure of the board of directors.
ARTICLE 6
An
a nnual meeting of the membership of the corporation shall be held
u pon a da te provided f or in the By-laws o f t he corpora ti on .
ARTICLE 7
Notwithstandi"ng a ny term or provision of any article hereof , this
corporation is organized and sha ll be operated exclusively for charitable,
•
li ter ary, or educationa l purposes, and no par t of the net earnings of this
corporation shall inure to the benefit of any private shareholder or individual , and no substantial part of the activities of this corpora tion shall
be the carrying on of propaganda or otherwise attempting to influence
legislation and this corporation shal l not participate .in or intervene in
(including the publishing or distributing of statements) , any · political
campaign on behalf of any candidate for publ ic office , and the purposes of
this corporation and the authori zed activities of this corporation shall be
limited to those specifically stated in this articl e, it being intended
that the powers and purposes of this corporation be limited to those exclusive~y
described in this
artic~e
so that this corporation may enjoy exemption
from taxation as an exempt organization under I nterna l Revenue Code 501 (c)(3)
and more specifica lly so that this corporation qualifies as an exempt
organization under the provisions of said Sec ti o~ 501 (c)(3) , this corporation
being organized solely for non-profitable purposes and more specificall y
for the non- profitable purpose of promoting archival education and preservation
and use of archiva l and manuscript materials, and engaging in acts incidental
thereto, said purpose being in the promotion social wel fare, being nonprofitable, and this corporation being organized and operated exclusively
as herein stated .
the purposes
This
corpo~ation
may engage in activities incidental to
herein stated and in furtherance of those purposes may perform
such acts and engage in such activities as are incidental hereto .
This
artic l e shall be deemed to be a limitation upon the extent of activities
that this corporation may engage in. and , except to the extent such activities
are restricted or modified by the terms of this articl e , this corporation
may perform all other acts described in al l other articles of these Articles
of Incorporation un les s such acts are restricted. prohibited, or modified
by the terms of this article .
ARTICLE 8
In the event of dissol ution of this corporation. the disposa l of
asse t s or property sha ll be determined st the time of such dissol ution by
t he
dire~tors J
provided "that assets ?r
p~operty
may be
tran~ferred
on l y to
a non-profit corporation or an agency of Governmen t operated excl usivel y
for charitable . educational . or scientific purposes as at that time qualify
as an exempt organization under Section 501 (c)(3) of the United States
I nternal Revenue Code of 1954 (or the corresponding ' provisions of a ny
futUre United States Internal Revenue Law) J as' the directors shall de termine ,
and having objects or purposes similar to those to which
is devotedj provided further that in no
even~
thi~
corporation
sha l l any of the· assets or
property , in the event of dissolution thereof , go or be distributed t o
members , either for tlle reimbursement of any sums subscribed , donated to
contributed by such members , or for any other such purpose , it being the
intent that in the dissol ution of this corporation , or upon its seeking to
carry out the obj ects and purposes herein set forth, the property and assets
then owned by the corporation s ha l l be devoted to the carrying out of the
func t ion and purposes of this corporstion .
Any such Bssets not so disposed
of s ha ll be disposed of by the District Court of the County in which the
pr inci pa l office of the corporation is then l ocated , exc l usivel y for such
purposes or to such organiution or organizations . as said Court shal l determin e . which are organized and operated excl usively for such purposes .
ARTICLE 9
These articles may be amended after 10 days written notice to al l
member s , by a majority of the members voting at a regular meeting or a t a
special meeting called to consider amendments .
ARTICLE 10
The: registered office o f this corporati on is at
Drive, Boiee, Idaho
83 706.
610 North Juli a Davie
The names and addresses of the incorporators are :
Me Gary Bettis
Merl e WeJ 1 a
814 N. 1 8 S t.
1325 I,onLWlOpt
Jerry Le Glepn . 594 Greim ;
Raiee
Boise
Idaho
Idaho 83706
RexhlltQ , Idaho
J oEllen He Klemme. 4]48 TJc ppdeToiB
81702
Boise
81440
Idaho
Frank G, By rke. Nationsl Archi yes. WAShingtoD
Ros a li e Barbour . 208 Redfish Lane . Bgise. Idaho
83706
DeC..
20408
83706
IN WITNESS WHEREOF) the pa rties hereto have hereunto set their hands
and caused this instrument t o be executed in triplicate this
11th day
of October) 1977 .
STATE OF IDAHO
)
) ss .
Coun ty of ADA
On this
)
/I~
day of October I 1977 I before me t he undersigned , a
notary public in and for the State of Idaho , personally appesred
personally known by me t o be the persons whose names are subscribed to the
foregoi ng Articles of Incorporation J and severally a cknowledged to me that
execu ted the same .
'i~~
Hilma Peterson
No tary Public in and f o r said State,
residing at Boi se , therein .