Articles of Incorporation
And Bylaws of Fishing 4 First Responders
As a matter of public record Fishing 4 First Responders Strives to be a transparent organization (Club) for all First Responders and our supporters, sponsors and donors.
Articles of Incorporation
FISHING 4 FIRST RESPONDERS
AMENDED ARTICLES OF INCORPORATION
The undersigned person being of legal age, under the provisions of the Washington Nonprofit Corporation Act, Chapter 24.03, Revised Code of Washington, as amended, does hereby adopt the following Articles of Incorporation:
ARTICLE I NAME The name of the corporation is FISHING 4 FIRST RESPONDERS
ARTICLE II PURPOSE
1. The corporation is organized exclusively as a charitable, purposes within the meaning of the Internal Revenue Code ("I.R.C.") of 1986, Section 501(c)(3), as amended.
2. The specific purpose of the corporation (Club) shall be an organization that is a Fishing/Boating Club for First Responders Only that Provides Free Peer Support using the following Outdoor Recreational Therapy activities.
And other maritime or other outdoor related activities deemed by the organization, as acceptable activities, for the benefit of its members,
2a. Membership is restricted to the following First Responders ONLY.
LAW ENFORCEMENT Active & Retired
• Police Officers (Federal, State, and Local)
• Sheriff's / Sheriff's Deputy / Sheriff's Pose
• Correctional Officers
• State Troopers
• Highway Patrol
• State Police
• Including Texas Rangers and similar Accredited LEA's Other Law Enforcement Officer
• Customs & Border Protection Officer,
• Air Marshals • Park Police & Park Rangers
• Probation & Parole Officers
• Bridge and Tunnel Officers
• Detention Officers
• Railroad Police Officers
• School Resource Officers
• Auxiliary & Reserve Sheriff Deputy or Police Officers
• Animal Control Officers who are credentialed as a Law Enforcement Officer
• Court Bailiffs/Court Officers (must hold law enforcement credentials)
• And of course, K-9's and their partners.
• Career Firefighter (Federal (Non DoD), State, and Local)
• Wildland firefighters
• Prescribed fire burn managers
• Volunteer Firefighters
• Fire Marshals who are certified Law Enforcement Officers
EMERGENCY MEDICAL SERVICES (EMS)
• Emergency Medical Technician (EMT) Actively employed or retired in the EMS Field
• Paramedics Actively employed or retired
• Medical Helicopter Pilots
• Flight Nurses
911 DISPATCHERS FOR THE FOLLOWING
• Police, Sheriff, Fire or EMS Dispatcher
• Fire Communications Officer
• Public Safety Telecommunicators
OTHER FIRST RESPONDERS
• Both Volunteer and Pro Ski Patrol - Must Have a current EMT or Paramedic License
• Search and Rescue Team Members Under direct supervision from an accredited Law • Enforcement Agency
• Law Enforcement and Fire Service Chaplains
• State Department of Transportation Incident Response (IRT) Personnel
ARTICLE III POWERS
This corporation shall have and possess all powers which may be lawfully exercised by a nonprofit corporation under the laws of the State of Washington, so long as the exercise of such powers is not inconsistent with the provisions of Article II.
ARTICLE IV PROHIBITED ACTIVITIES
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its 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 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, without limitation, the publishing, lobbying or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Articles, the corporation shall not carry on any activities not permitted to be carried on by: (a) a corporation exempt from federal income tax under I.R.C. § 501(c)(3), as amended; or (b) a corporation, contributions to which are deductible under I.R.C. § 170(c)(2), as amended.
ARTICLE V DURATION
The period of existence of this corporation shall be perpetual.
ARTICLE VI PLACE OF BUSINESS
The principal place of business of this corporation shall be 13959 Cedar Ct Sultan, WA, 98294, USA. which shall also be the registered office of the corporation. The registered agent of the corporation at such address shall be Byron Saltzgiver, 13959 Cedar Ct, Sultan, WA. 98295
ARTICLE VII BOARD OF DIRECTORS
The business of the corporation shall be managed by a board of directors. The number of directors of the corporation and their terms and time of election shall be determined in the manner specified in the bylaws and may be amended in the manner provided therein. When possible, the board of directors shall be selected in a fashion to create diversity on the board of directors. The following individuals will act as the initial board directors of this corporation until their successors are elected and qualified:
ARTICLE VIII AMENDMENTS
These Articles may be amended by a majority vote of the directors at any regular meeting or special meeting called for that purpose.
ARTICLE IX DISSOLUTION
Upon the dissolution of Fishing 4 First Responders, the board of directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under I.R.C. § 501(c)(3), as amended, as the board of directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of Snohomish County, 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 X INDEMNITY AND LIMITATION OF LIABILITY
Pursuant to RCW 24.03.043, and to the full extent permitted by the Washington Business Corporation Act, the corporation shall indemnify any current, former or future director or officer who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise) by reason of fact that he or she is or was a director or officer of the corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. The board of directors may, at any time, approve indemnification of any other person which the corporation has the power to indemnify under the Washington Business Corporation Act. Notwithstanding the above, nothing herein shall eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating
RCW 23B.08.310, 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. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. To the maximum extent permitted by applicable law and effective immediately, no director of the corporation shall be personally liable to the corporation for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by a director, a knowing violation of law by a director, 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.
ARTICLE XI PRIVATE FOUNDATION REQUIREMENTS AND PROHIBITIONS
During any period, the corporation is deemed to be a private foundation as defined in I.R.C. SS 509, as amended, or corresponding provisions of subsequent federal tax laws: l . The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by I.R.C. SS 4942, as amended; 2. The corporation shall not engage in any act of self-dealing as defined in I.R.C. SS 4941 (d), as amended; 3. The corporation shall not retain any excess business holding as defined in I.R.C. SS 4943(d), as amended; 4. The corporation shall not make any investments in such manner as to subject it to tax under I.R.C. SS 4944, as amended; and 5. The corporation shall not make any taxable expenditures as defined in I.R.C. 4945(d), as amended. ARTICLE XII
The name and address of the incorporator is Byron Saltzgiver, 13959 Cedar Ct, Sultan, WA. 98295 IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of March 2021 Byron Saltzgiver
Original Document DATED 13 March 2021 are on file at office and available for inspection by appointment only
FISHING 4 FIRST RESPONDERS
a nonprofit corporation
SECTION 1 REGISTERED OFFICE AND REGISTERED AGENT
The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the board of directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office. Any change in the registered agent or registered office shall be effective on the effective date specified, or if none, upon filing such change with the office of the Secretary of State of the State of Washington.
SECTION 2 DIRECTORS 2.0.1
Founding Fathers The Founding Fathers of Fishing 4 First Responders are to be recognized as the following individuals. Byron Saltzgiver & Sean Kiaer.
2.1 General Powers.
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors except as otherwise provided by the laws under which this corporation is formed or in the Articles of Incorporation. The board of directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they may deem proper and which are not inconsistent with applicable statutes, the Articles of Incorporation or these bylaws. The board of directors may also establish committees, from time to time, pursuant to RCW 24.03.115.
The number of directors of the corporation shall not be less than three (3) and not more than fifteen (15). The number of directors can be increased or decreased from time to time by amending this section, the specific number to be set by resolution of the board of directors; and provided further that no decrease in the number of directors shall shorten the term of any incumbent director.
2.3 Tenure and Qualifications.
Each director shall hold office for a period of no less than three (3) years, except that the terms of the initial directors may be staggered (i.e., a combination of 2-, 3- and 4-year terms).
The directors shall be elected by the directors at the annual meeting of the board of directors. If the directors are not elected at a board annual meeting, for any cause, then they shall be elected by the directors at the next regular meeting or a special meeting.
In case of any vacancy in any member position on the board of directors, including the vacancy resulting from an increase in the number of directors, then such vacancy shall be filled by majority vote of the then-remaining directors.
Any director may resign at any time by delivering written notice to the board of directors, its chairperson, the president or the secretary of the corporation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
2.7.1 The annual meeting of the board of directors.
Shall be held at the principal office of the corporation or such other place as designated by the board of directors on the first business day of January of each year at 1500 Pacific Time, unless a different day and time is designated by the directors.
2.7.1a. Due to Covid 19 Pandemic or any future pandemic or natural disaster.
which may prohibit the safe meeting in person the board may use internet or telephone conferencing to conduct such meetings.
2.7.1b. In the event that a board member is unable to attend a board meeting in person due to travel or reasonable distance from the physical place of a board meeting as determined by the board, the board member may take part and be considered in attendance if he/she takes part via internet or telephone conferencing.
2.7.2 Special meetings of the board of directors may be called at any time and place upon the call of the president, secretary, or by two (2) directors. Notice of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, nationally recognized carrier service, personal delivery, electronically or via email to any member who has consented to receipt of notice in such manner. If notice is mailed, notice shall be deemed to be delivered seven (7) days after the notice is deposited in the United States mail, properly addressed with postage prepaid. Notice of any special meeting may be waived in writing or by email (either before or after such meeting) and will be deemed waived by any director by attendance unless the director at the beginning of the meeting, or promptly upon the director's arrival, expressly objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. In the event of an emergency, a special meeting may be called with such lesser prior notice as can reasonably be given under the circumstances.
2.7.3 Regular meetings of the board of directors shall be held in such frequency and at such place and on such day and hour as shall from time to time be fixed by resolution of the board of directors. No notice of regular meetings of the board of directors shall be necessary.
2.7.4 At any meeting of the board of directors, any business may be transacted, and the board may exercise all of its powers.
2.8 Quorum and Voting.
2.8.1 A majority of the directors presently in office shall constitute a quorum, but a lesser number may adjourn any meeting from time to time until a quorum is obtained, and no further notice thereof need be given. The directors present at a duly organized meeting may continue to transact business at such meeting and at any adjournment of such meeting, notwithstanding the withdrawal of enough directors from either meeting to leave less than a quorum.
2.8.2 If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present at the meeting is the act of the board of directors.
2.8.3 At all meetings of the board of directors, each director shall have one (1) vote, except that the Executive Director shall be an ex-officio member of the board of directors without voting rights.
Board members shall never receive compensation for their service as such, but may be reimbursed for any expenses incurred on corporation that were pre-approved by the corporation’s board of directors.
2.10 Presumption of Assent.
A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless:
2.10.1 The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding it or transacting business at the meeting;
2.10.2 The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or,
2.10.3 The director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members one or more committees, each of which must have one or more directors. Such committees shall be for such purposes as may be designated by the board of directors and may submit recommendations for consideration by the board. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or the director by law.
2.12 Out of State Meetings.
Meetings of directors may be held outside the boundaries of the state where the registered office of the corporation is located, providing that any resolution of the board of directors establishing such a location for any meeting shall be adopted by the unanimous vote of the directors.
SECTION 3 SPECIAL MEASURES FOR CORPORATE ACTION
3.1 Actions by Written Consent.
Any corporate action required or permitted by the Articles of Incorporation, bylaws, or the laws under which this corporation is formed, to be voted upon or approved at a duly called meeting of the directors or committee of directors may be accomplished without a meeting if one or more unanimous written consents of the respective directors, setting forth the actions so taken, shall be signed, either before or after the action taken, by all the directors or committee members, as the case may be. Action taken by unanimous written consent is effective when the last director or committee member signs the consent, unless the consent specifies a later effective date. The corporation may also submit matters to directors to vote on via e-mail. 3.2 Meetings by Conference Telephone. Members of the board of directors or members of a committee of directors may participate in their respective meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation in a meeting by conference telephone shall constitute presence in person at such meeting.
OFFICERS 4.1 Officers Designated.
The officers of the corporation shall be a president, one or more vice presidents (the number thereof to be determined by the board of directors), a secretary, and a treasurer, each of whom shall be elected by the board of directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors. Any two or more offices may be held by the same person. The appointment, designation, or removal of an officer does not itself create contract rights. The board of directors may, in its discretion, elect a chairperson of the board of directors; and, if a chairperson has been elected, the chairperson shall, when present, preside at all meetings of the board of directors and shall have such other powers as the board may prescribe.
4.2 Election, Qualification and Term of Office. Each of the officers shall be elected by the board of directors. All officers shall be members of the board of directors. The officers shall be elected by the board of directors at each annual meeting of the board of directors. Except as hereinafter provided, each of the officers shall hold office from the date of his or her election until the next annual meeting of the board of directors and until his or her successor shall have been duly elected and qualified.
4.3 Powers and Duties. Each officer shall discharge his or her duties as officer in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances and in a manner the officer reasonably believes to be in the best interests of the corporation.
4.3.1 President. (Voting Board Member) The president shall be the chief executive officer of the corporation and, subject to the direction and control of the board of directors, shall have general charge and supervision over its property, business, and affairs. The president shall, unless a chairperson of the board of directors has been elected and is present:
(a) preside at all meetings of the board of directors;
(b) cause to be called regular and special meetings of the directors in accordance with the requirements of applicable statutes and these bylaws;
(c) appoint, discharge and fix the compensation of all employees and agents of the corporation other than the duly elected officers, subject to the approval of the board of directors;
(d) sign and execute all contracts in the name of the corporation;
(e) cause all books, reports and statements to be properly kept and filed as required by law; and,
(f) enforce these bylaws and perform all the duties incident to the office of president which are required by applicable statutes and, generally, supervise and control the business and affairs of the corporation.
4.3.2 Vice President. (Voting Board Member) In the absence of the president or the president's inability to act, the most senior vice president shall act in the president's place and stead and shall have all the powers and authority of the president, except as limited by resolution of the board of directors.
4.3.3 Secretary. (Voting Board Member) The secretary shall:
(a) keep the minutes of the board of directors' meetings in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
(c) shall be the custodian of the corporate records and of the seal of the corporation (if any) and affix the seal of the corporation, if applicable, to all documents as may be required;
(d) keep a register of the post office or street address of each board of director member, which address shall be furnished to the secretary by such director;
(e) have general charge and custodianship of the books of the corporation. At the request of the person entitled to make an inspection thereof, the secretary shall prepare and make available a current list of the officers and directors of the corporation and their residence addresses;
(f) attend to all correspondence and present to the board of directors at its meetings all official communications received by him or her;
(g) oversee filing of the corporation’s annual report and any other required report to the state of Washington, and its tax filings, including, but not limited to, its IRS form 990, and
(h) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or the board of directors.
4.3.4 Treasurer/Book Keeper (Non-Board Member Position)
Subject to the direction and control of the board of directors, the treasurer shall:
(a) have the custody, control and disposition of the funds and securities of the corporation and shall account for the same;
(b) after reasonable notice, make available accurate books of account of all business transactions and shall, at all reasonable hours, exhibit books and accounts to any director;
(c) render a report of the condition of the finances of the corporation at each regular meeting of the board of directors and at such other times as shall be required; and, (d) at the expiration of the term of office, he or she shall turn over to his or her successor all property of the corporation in his or her possession.
4.3.5 Chairman of the Board . (Voting Board Member)
Board Chair responsibilities: The board chair schedules board meetings as often as needed. And is designated to meet the needs of the organization. Shall preside over all board meeting and conduct board meetings in an orderly manner consistent with the mission of the organization
4.3.6 National Sr. Prostaff (Voting Board Member)
The National Sr. Prostaff is responsible for the oversight of all district Sr. Prostaff and State Team Leads as well as serves at the pleasure of the President.
4.3.7 Other officers shall perform such duties and have such powers as may be assigned to them by the board of directors, from time to time.
The board of directors shall have the right to remove any officer whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
4.5 Vacancies. The board of directors shall fill any office which becomes vacant with a successor who shall hold office for the unexpired term and until his or her successor shall have been duly elected and qualified.
4.6 Compensation. The officers of the corporation shall never receive compensation for service as such, but shall be reimbursed for expenses they may incur on behalf of the corporation that are approved by the corporation.
SECTION 5 BOOKS AND RECORDS
5.1 Books of Account and Minutes.
The corporation shall keep at its principal office the following: current Articles of Incorporation and bylaws; correct and adequate records of accounts and finances; a record of officers' and directors' names and addresses; minutes of the proceedings of the board of directors, and any minutes which may be maintained by a committee of the board of directors. Records may be written, or electronic if capable of being converted to writing.
5.2 Copies of Resolutions. Any person dealing with the corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the board of directors when certified by the president or secretary of the corporation.
SECTION 6 DISTRIBUTIONS
A plan providing for the distribution of assets, consistent with the provisions of RCW 24.03, shall be adopted by the corporation for the purpose of authorizing any distribution of assets for in the event that it is in the process of dissolution. The plan shall provide that after payment or provision for all debt and liability of the corporation, remaining assets shall be distributed to one or more charitable corporations qualified as such under IRC Section 501(c)(3) as determined by the board of directors.
SECTION 7 CORPORATE SEAL The board of directors may elect to provide for a corporate seal which shall have inscribed thereon the name of the corporation, the year and state of incorporation and the words "corporate seal."
SECTION 8 AMENDMENT OF BYLAWS These bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the full board of directors at any regular or special meeting of the board.
SECTION 9 CORPORATE TAX YEAR The tax year of the corporation shall be set by resolution of the board of directors. The initial tax year of the corporation ended on December 31, 2021.
SECTION 10 CONTRACTS, LOANS, CHECKS AND DEPOSITS
The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
10.2 Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
10.3 Checks, Drafts, Etc.. All checks, drafts or other orders for the payment of money, and notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation in such manner as shall be determined by resolution of the board of directors.
10.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
10.5 Guarantees. The board of directors shall be authorized to make guarantees respecting the contracts, securities or obligations of any person (including, but not limited to, any affiliated or unaffiliated individual, domestic or foreign corporation, partnership, association, joint venture or trust) if such guarantee may reasonably be expected to benefit, directly or indirectly, the guarantor corporation. As to the enforceability of the guarantee, the decision of the board of directors that the guarantee may be reasonably expected to benefit, directly or indirectly, the guarantor corporation shall be binding in respect to the issue of benefit to the guarantor corporation.
SECTION 11 MISCELLANEOUS 11.1 Effective Date.
These bylaws shall be effective upon execution.
11.2 Secretary Certification. Any person dealing with the corporation may rely upon a copy of any records of the proceedings, resolutions or votes of the board of directors, when certified as accurate by the secretary of the corporation.
11.3 Emergency Bylaws. Unless the Articles of Incorporation provide otherwise, the board of directors of the corporation may adopt bylaws to be effective only in an emergency defined below. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including, without limitation:
(a) Procedures for calling a meeting of the board of directors;
(b) Quorum requirements for the meeting;
(c) Designation of additional or substitute directors;
(d) Modification of the lines of succession to accommodate the incapacity of any director, officer, employee or agent; or,
(e) Relocation of the principal office, designation of an alternative principal or regional offices or authorization of the officers to do so. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent. An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Original Documented DATED: 13 MARCH, 2021 and available for inspection by appointment only