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TDA - Articles of Incorporation - 01 28 1994 Submit the original 'O THIS SPACE FOR OFFICE USE ONLY 9 \_ SECRETARY OF STATE and one true co ��% '' �' Py �=�•=• F. Corporation Division $20.00 Business Registry 158 12th Street NE Registry Number: `�':"• 3 `'.• Salem, OR 97310-0210 FILED (503)378-4166 Facsimile (503) 378-4381 JAN 2 8 1994 SECRETARY OF STATE ARTICLES OF INCORPORATION Nonprofit Corporation PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK ARTICLE 1: Name of the corporation: T/G.�iz a �B�v,vra�y�/ �/�Etict-•g,,•�%-s S so /'-9 onJ ARTICLE 2: Type of corporation (check one only): © Public benefit ❑ Mutual benefit ❑ Religious ARTICLE 3: Name of the initial registered agent: /F. i�'f�-9�� Residence or office address of registered agent (must be a street address in Oregon): /z V z o ./'!�J /Y��,v ./: Tjc s�2a , Oregon 97z z Street and number City Zip code ARTICLE 4: Principal office address: i z s�zo ✓'vl/ �yl�yi,cJ ✓-- i�7�i�'izo, �/L -�P7z z3 Street and number City State Zip code ARTICLE 5: Indicate if corporation will have members: Yes ❑ No ARTICLE 6: Distribution of assets on dissolution or final liquidation: clL �i Ti.7 c.vc=Ij 121 (7/93) - - ; .�._ _k'•%{_: ARTICLES OF INCORPORATION NONPROFIT CORPORATION Page 2 Name of corporation: ARTICLE 7: Name and address of each director is optional. (If the corporation is a public benefit, you must list three or more directors and their nridraccacz halnw 1 Pamela_6._Benson .16150_S.W._Bell Sherwoodi____OR_9714U Robin_K. Burk32135_S.W. Arbor Lake Dr._Wilsonv_illei_OR_97070 ------------- - Mauro_Cettina1644_Jamie_Circle West_LinniOR_97068 Mara_Kreick7715_S.W._Gentlewoods __Tigard._ OR_97224 R. Michael_Marr14445_S.W._87th Ct. T_igard_LOR_97224 DonaldL_._Mygrs.,_Jr._8640_S.W._FannowoodBeaverton,___OR_27005 Charles_L. _Woodard_10215_S. W. WalnutTigardOR_97223 ARTICLE 8: © Each director named has consented to this appointment. ARTICLE 9: Optional provisions: ARTICLE 10: Name and address of the incorporator: Name Address Execution: j1 /yl�,v,�� ���2 Incorporator Signature Printed name Title Person to contact about this filing: , Name Daytime phone number MAKE CHECKS PAYABLE TO THE CORPORATION DIVISION OR INCLUDE YOUR VISA OR MASTERCARD NUMBER AND EXPIRATION DATE - - �_. SUBMIT THE COMPLETED FORM AND FEE TO THE ABOVE ADDRESS OR FAX TO(503)378-4381. 121 (7/93) ARTICLES OF INCORPORATION TIGARD DOWNTOWN MERCHANTS ASSOCIATION ARTICLE VI. The provisions for the distribution of assets on dissolution or final liquidation are: Upon dissolution or final liquidation of this Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of this Corporation, dispose of all of the assets of this Corporation to the City of Tigard, Tigard, Oregon, a municipal corporation, for the use of the General Fund, pursuant to the requirements of Section 501 (C) (3) of the Internal Revenue Code of 1954 and it' s Reg. 1. 501 (C) (3) - 1 (B) (4) ; provided that if the City of Tigard shall cease to exist (by reason of merger or change of name or otherwise) , then such assets shall be disposed of exclusively for the purposes of this Corporation, in such manner or to such organizations organized exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the State of Oregon for the County of Washington, exclusively for such purposes or to such societies, organizations or domestic or foreign corporations as said court shall determine, which are organized and operated exclusively for such purposes. ff �' y / I 1 • 1{ 1 ARTICLES OF INCORPORATION OF TIGARD DOWNTOWN MERCHANTS ASSOCIATION (A Nonprofit Corporation) The undersigned natural persons of the age of eighteen years or more, acting as incorporators under the Oregon Nonprofit Corporation Law, adopt the following Articles of Incorporation: ARTICLE I.' The name of this Corporation is the Tigard Downtown Merchants Association and its duration shall be perpetual. ARTICLE 11. The purposes for which the Corporation is organized are the following: 1. (A) This Corporation is organized exclusively for business league and business conditions improvement within the meaning of Section 501 (C) (6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code law) , 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 of 1954 (or the corresponding provision of any future Internal Revenue Code law) . The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization to which contributions are deductible under Section 170(C) (2) of such Code and the regualations pertinent thereto, as they now exist or as they may hereafter be amended. (B) This Corporation is organized, and at all times shall be operated, exclusively for the benefit of, to perform the functions of, or to carry out the purposes of the Central Business District merchants and businesses of the City of Tigard, Oregon. This Corporation is not organized for profit and no part of the net earnings of this Corporation shall inure to the benefit of any private member or individual. 2. Without limiting the generality of the foregoing, this Corporation shall have the following purposes: (A) To benefit and support existing businesses and conditions within the Central Business District of downtown Tigard. (B) The principal purpose of this Corporation shall be to provide management and promotional services to serve the needs of the members of the Association. ARTICLES OF INCORPORATION TIGARD DOWNTOWN MERCHANTS ASSOCIATION Rage 2 (C) In achieving its purpose or purposes, the Corporation may engage in any lawful activity, non of which is for profit, for which corporations may be organized under Chapter 61 of the Oregon Revised Statutes, and particularly ORS 61. 061, as they presently exist or may be amended. (D) Notwithstanding any other provision of the Articles, this Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (C) (6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future federal Internal Revenue Code law) . Said limitations include, but are not restricted to, the requirement that no part of the net earnings of this Corporation shall inure to the benefit of or be distributable to any private individual (except that this 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 Articles) ; that no part of its activities shall consist of the carrying on of propaganda (including the publishing or distribution of statements) or otherwise attempting to influence legislation; and that it shall not participate in or intervene in any political campaign on behalf of any candidate for public office. (E) To the extent that this Corporation shall at any time be subject to Sections 4941 through 4945 of the Internal Revenue Code of 1954 (or the corresponding provisions an any future Internal Revenue Code law) , then this Corporations (1) Shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code law) ; (2) Shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954 (or corresponding provision of any future Internal Revenue Code law) ; (3) Shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954 (or corresponding provision of any future Internal Revenue Code law) ; (4) Shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code law) ; ARTICLES OF INCORPORATION TIGARD DOWNTOWN MERCHANTS ASSOCIATION Page 3 (5) Shall not retain any excess business holdings as defined in Section 4934(3) of the Internal Revnue Code of 1954 (or the corresponding provision of any future Internal Revenue Code law) . (F) Shall provide an annual report and fiscal audit to the Attorney General of the State of Oregon pursuant to ORS 128. 670, to the Board of Directors of the Tigard Downtown Merchants Association, and to the Tigard Public Library (for inspection by the public) . ARTICLE 111. The address of the initial registered office of the Corporation is 12420 S. W. Main Street, Tigard, Oregon 97223, and the name of its initial Registered Agent at such address is R. Michael Marr. ARTICLE IV. In the matter of Directors= 1. The number of Directors constituting the initial Board of Directors of the Corporation is seven (7) , and the names and addresses of the persons who are to serve as Directors until the first Annual Meeting or until their successors are elected and shall qualify are: Name Address City_and_State Pamela G. Benson 16150 S.W. Bell Sherwoodi____OR-97140 ---------------- ---------------- ----- Robin K. Burk 32135 S.W. Arbor Lake Dr. Wilsonvillei_OR_97070 ------------- ---------------- ------------ - Mauro Cettina1644 Jamie Circle West_Linni_ OR 97068 Mara Kreick7715 S.W. Gent lewoods OR 97224 ---------- ------------------ R. Michael Marr 14445 S.W. 87th Ct. OR 97224 ------------------------------------- Donald L. _Myers�_Jr. _8640 S.W. Fannowood Beaverton- �___OR_97005 --------- ------------------------- -- Charles L. Woodard 10215 S.W. Walnut _Tigard� OR 97223 ------------------------------------------- ------- 2. This Corporation shall have three classes of membership. The affairs of the Corporation shall be managed by a Board of Directors. The number of Directors shall not be less than nine (9) nor more than thirteen (13) . 3. The number of Directors and the manner of electing successor Directors may be fixed or changed from time to time by appropriate provisions of the Bylaws of this Corporation, adopted by the vote or written assent of a majority of the Directors of this Corporation. ARTICLES OF INCORPORATION TIGARD DOWNTOWN MERCHANTS ASSOCIATION Page 4 4. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees shall have and exercise such authority of the Board of Directors in the management of this Corporation as may be delegated by the Board, within such limitations as may be imposed by ORS Chapter 61. 5. Provision for the regulation of the internal affairs of the Corporation shall be set forth in the Bylaws adopted and as amended from time to time by the Board of Directors. 6. Subject to the limitations contained in ORS 61. 205, this Corporation shall defend, indemnify, and hold harmless every Registered Agent, Director, or Officer and his/her heirs, executors, and administrators, against liability and against expenses reasonably incurred by him/her in connection with any legal action, suit or proceeding to which he/she may be made a party by reason of his/her being or having been a Director or Officer of this corporation, except in relation to matters as to which he/she shall be finally adjudged in such action, suit or proceeding to be liable for willful misconduct. The foregoing rights shall be exclusive of other rights to which he/she may be entitled. ARTICLE V. The names and addresses of the incorporators ares Name Address City_gn4_5tate J, , - --------------------------------------------------------------- Pamela 8. _B 16150 S.W. Bell Sherwood 97140 97140 , L -- ------------------------------------------ K. _Burk32 S.W._Arbor_Lake Dr. Wilsonviilei_13R_97070 - e t -1 --------------------------------------------- Maura_ -- ---_-___i_44_Jamie_Gircle_________West_Linn�_ OR 97068 ---------- A��---------------------------------------------- Mara- - --Kreic--------7715_S.W. _Gentlewv_�odsTigardOR_97224 - ------------------------------------ - R._L4 aeil-Marr14445_S.W._87th_Ct. TigardOR_97224 - - --------------------------------- Do_na_ld_L. _Myers._jr. _ _4 S.V _FannowoadBeaverton, OR_97005 ---------------------------------------------------------- ----- Char_es-L.. _Woodard_10215_S.W._Walnut__ OR 97223 ARTICLES OF INCORPORATION TIGARD DOWNTOWN MERCHANTS ASSOCIATION Page 5 ARTICLE VI. The provisions for the distribution of assets on dissolution or final liquidation are: Upon dissolution or final liquidation of this Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of this Corporation, dispose of all of the assets of this Corporation to the City of Tigard, Tigard, Oregon, a municipal corporation, for the use of the General Fund, pursuant to the requirements of Section 501 (C) (3) of the Internal Revenue Code of 1954 and it' s Reg. 1. 501 (C) (3) - 1 (B) (4) ; provided that if the City of Tigard shall cease to exist (by reason of merger or change of name or otherwise) , then such assets shall be disposed of exclusively for the purposes of this Corporation, in such manner or to such organizations organized exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future Internal Revenue Code law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the State of Oregon for the County of Washington, exclusively for such purposes or to such societies, organizations or domestic or foreign corporations as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE VII. Amendments to these Articles of Incorporation shall be made and adopted by vote of the majority of the Directors in office and filed with the Corporation Commissioner, State of Oregon, as provided in ORS 61. 375. WE, THE UNDERSIGNED INCORPORATORS, DECLARE UNDER THE PENALTIES OF PERJURY THAT WE HAVE EXAMINED THE FOREGOING AND, TO THE BEST OF OUR KNOWLEDGE AND BELIEF, IT IS TRUE, CORRECT AND COMPLETE. TED THIS _23rd DAY OF -November-, 1993 -- �-�-- -�L7� - _- ----- ------------------------------ 7�0 -- --------- n , --- ---- - -------------------- --- ---------------------