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RESTATEMENT OF
ARTICLES OF INCORPORATION
Northwest Academic Computing Consortium, Inc.
a Nonprofit Corporation
ARTICLE I
The name of the Corporation is Northwest Academic Computing Consortium,
Inc. ("NWACC").
ARTICLE II
The duration of this Corporation shall be perpetual.
ARTICLE III
The Corporation is organized under and by virtue of Chapter 65, Oregon
Revised Statutes, "Non-Profit Corporations," the laws of the State of
Oregon. This Corporation is intended to qualify as a supporting organization
as described in Section 509(a)(3) of the Internal Revenue Code of 1986,
or any corresponding provision of any future United States Internal
Revenue Law (the "Code"), and this Corporation is intended
to be exempt from federal income taxation under Section 501(c)(3) of
the Code. These articles shall be construed accordingly, and all powers
and authority of the Board of Directors shall be limited accordingly.
The Board of Directors shall have the power to amend these articles
in order to comply with the requirements of Section 509(a)(3) and 501(c)(3)
of the Code and the regulations thereunder, and any such amendment shall
be deemed effective as of the date of formation of this organization.
The Corporation is organized, and at all times hereafter shall be operated
exclusively for the benefit of, to perform the functions of, or to carry
out the purposes of, organizations named in the Corporation’s Bylaws
that are exempt from taxation under Section 501(c)(3) and 509(a)(1)
or (2) of the Code (hereinafter "supported organizations").
Within this broad general purpose, the specific goals and objectives
of the Corporation shall be to benefit and support the supported organizations
by:
A. Providing a mechanism for the cooperation and collaboration
of institutions of higher education, groups of higher education institutions,
government, and nonprofit organizations (or sub-units thereof) in
the states of Alaska, Idaho, Montana, North Dakota, Oregon, and Washington
to improve the access to and use of advanced information technology
resources in instruction and research.
B. Applying for, accepting, and managing grants or contracts
from public and private agencies or individuals consistent with the
objectives of the corporation.
ARTICLE IV
This Corporation is a nonprofit corporation and shall have no capital
stock.
ARTICLE V
This corporation is a public benefit corporation.
ARTICLE VI
This corporation will have members. The Corporation shall be operated,
supervised and controlled by the members that are supported organizations
designated in accordance with the Corporation Bylaws and Article III
above. The Corporation shall not engage in any activities that are not
in furtherance of the purposes referred to in these Articles. The Corporation
shall not operate to support or benefit any organization other than
the supported organizations designated in the Corporation’s Bylaws.
ARTICLE VII
The Member Representative designated by the chief executive officer
of each Member Institution shall be entitled to serve on the Board of
Directors. Member institutions that have failed to pay the annual membership
assessment shall be barred from voting until the assessment has been
paid. A member who has been so barred from voting for 12 months shall
forfeit membership. The members of the Board of Directors will not be
compensated for their services, but they may be reimbursed for expenses
incurred in conjunction with their service on the Board.
ARTICLE VIII
To the extent allowed by the laws of Oregon, the Directors of this
Corporation shall have no personal liability for monetary damages for
their conduct as Directors.
ARTICLE IX
Upon dissolution of the corporation, its remaining assets, if any,
shall be distributed to organizations organized and operated for scientific
or educational purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Code now in effect or afterward as amended as the Directors
of the Corporation shall determine. Any such assets not so distributed
shall be distributed by the Circuit Court of the county in which the
registered office of the corporation is
then located to another organization to be used in such a manner as
in the judgment of such court will best accomplish the general purposes
for which the Corporation was organized.
ARTICLE X
No part of the net earnings of the corporation shall inure to the benefit
of, or be distributed 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 III hereof. 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 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 of 1954 (or the corresponding
provision of any future United States Internal Revenue law) or (b) by
a corporation, contributions to which are deductible under Section 170(c)-(2)
of the Internal Revenue Code of 1954 (or the corresponding provisions
of any future United States Internal Revenue law).
ARTICLE XI
Amendment of the Articles
These Articles may be amended or repealed and new Articles adopted
by a vote of a majority of voting members of the Board of Directors.
ARTICLE XII
I, the undersigned, do hereby certify that I am the duly elected and
acting Secretary of the Northwest Academic Computing Consortium, Inc.,
an Oregon nonprofit corporation, and that the foregoing RESTATED ARTICLES
OF INCORPORATION, comprising of four (4) pages, this page inclusive,
constitute the RESTATED ARTICLES OF INCORPORATION of said corporation
as duly adopted at a meeting of the Board of Directors thereof duly
held on _________________, 20 ___ .
By _________________________
Signature ____________________
Title ________________________
Date ________________________
State of ________________________ )
) ss.
County of ______________________ )
___________________________
Notary Public
My Commission Expires: _________
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