AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
PORTLAND HANDWEAVERS GUILD, INC.
An Oregon Public Benefit Nonprofit Corporation
These Amended and Restated Articles of Incorporation supersede the existing Articles of Incorporation of Portland Handweavers Guild, Inc. and all previous amendments thereto.
Article 1.
The name of the corporation is Portland Handweavers Guild, Inc. (“Corporation”) and its duration shall be perpetual.
Article 2.
The Corporation is a nonprofit public benefit corporation.
Article 3.
Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The Specific Purpose of the Corporation is to foster public interest and conduct instructional workshops, demonstrations and exhibitions in the art and craft of handweaving and performing all other acts necessary or incidental to the above.
Article 4.
The Corporation shall have no capital stock and no part of the net earnings of the Corporation shall inure to the benefit of or be distributed to, its members, trustees, officers, directors 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 these Articles.
Article 5.
At the time of filing these Articles, the address of the registered office of the corporation is 17492 Blue Heron Drive, Lake Oswego, OR, 97034. The name and address of the registered agent is Stevens & Legal, 1915 NE Stucki Avenue, Suite 308, Hillsboro, OR 97006.
Article 6.
This Corporation shall have members. The eligibility, rights and obligations of the members will be determined by the Corporation’s bylaws.
Article 7.
The Corporation elects to indemnify its directors, officers, employees, agents for liability and related expenses under ORS 65.387 to 65.414.
Article 8.
The Corporation shall be managed by a Board of Directors as provided by law, by these Articles of Incorporation, and by the Bylaws. The number, qualifications, terms of office, manner of election, time and place of meetings, and powers and duties of Directors shall be prescribed by the Bylaws of the Corporation.
Article 9.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 the purpose clause 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 or in opposition to 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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article 10.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, 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 11.
These Articles may be amended as provided in the Act by the Board of Directors as set forth in the Bylaws of the Corporation.
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CERTIFICATION
The undersigned, as Secretary of the Corporation, hereby certify that the foregoing Amended and Restated Articles of Incorporation were duly adopted by the Corporation.
DATED: 18-Jan-2022
Lynne Fitzsimmons
Corporate Secretary/Director