Amendments Proposed March 29, 2004

FIRST AMENDMENT TO

ARTICLES OF INCORPORATION OF

Fire Mountain Staff Alumni Association

Article I to be modified to read as follows:

 

The name of the Corporation is Fire Mountain Staff Alumni Association

 

The purpose of the Corporation is deleted and replaced with the following:

To promote Fire Mountain Scout Camp, and to preserve, and maintain its history and traditions.

 

The net asset distribution is deleted in favor of new Article III below.

 

A.            Article II shall be added to read as follows:

 

The Registered Agent shall be elected by majority vote of the Board of Directors and serve at the Board’s pleasure.

 

The initial registered Agent is James E. Hovis.  The street address of the Registered Office and Agent is 3275 Alaska Road, Brier, Washington, 98036.

 

B.        A new Article III shall be added to read as follows:

 

Upon dissolution of the Corporation, the directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation to Fire Mountain Camp Crew 407, or if that organization shall cease to exist or cease to be qualified under Internal Revenue Code Section 560(c)(3) then to the Boy Scouts of America (or its successor) unit serving Fire Mountain Boy Scout Reservation or if that organization shall cease to exist or cease to be qualified under Internal Revenue Code Section 501(c)(3) then as the Superior Court for Skagit County, Washington, shall direct exclusively for such 501(c)(3)  purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.

 

 

C.       A new Article IV shall be added to read as follows:

 

1.    Limitation of Liability of a Director.  Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of this Article or may be amended from time to time), no present or future director of the Corporation shall be personally liable to the Corporation or its members, if any, for monetary damages for any conduct as a director occurring after the date of the adoption of this Article.  No amendment to or repeal of this Section shall adversely affect any right of protection of a director of the Corporation with respect to any acts or omissions of such director occurring after the date of the adoption of this Article and prior to such amendment or repeal of this Section.

 

2.    Indemnification of Directors and Officers.  The Corporation shall indemnify any director or officer of the Corporation, who is involved in any capacity in a proceeding by reason of the position held by such person or entity in the Corporation, to the full extent allowed by applicable law, as presently in effect and as hereafter amended; provided, however, that the Corporation shall only indemnify a director or officer seeking indemnification in connection with a proceeding or a part of a proceeding initiated by such person if such proceeding or a part of a proceeding was authorized by the Board of Directors or if such proceeding or a part of a proceeding was brought by a director or officer to enforce a claim for indemnification under this Section and a court or an arbitrator determines that the director or officer is entitled to all of the relief claimed.

 

3.    Indemnification of Employees and Agents.  By means of a resolution or of a contract specifically approved by the Board of Directors, the Corporation may indemnify an employee or agent to such degree as the Board of Directors determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the Corporation

 

4.    Notice.  Any indemnification of a director in accordance with this Article shall be reported to the Board of Directors (and to the members, if any, to the extent required by applicable law) in a written report describing the proceeding and the nature and extent of such indemnification.

 

5.    Advances.  Reasonable expenses incurred by a director or officer, who is involved in any capacity in a proceeding by reason of the position held by such person or entity in the Corporation, shall be advanced by the Corporation to the full extent allowed by applicable law, as presently in effect and as hereafter amended; provided that the director or officer shall first promise in a writing delivered to the Corporation to repay all amounts advanced by the Corporation in the event that it is later determined that such director or officer is not entitled to be so indemnified.  Reasonable expenses incurred by an employee or agent who is involved in any capacity in a proceeding by reason of the position held by such person or entity in the Corporation may be, but is not required to be, advanced by the Corporation prior to the final disposition of such proceeding to the full extent allowed by applicable law, as presently in effect and as hereafter amended; provided, however, that the Corporation shall not advance any such funds unless the employee or agent promises in a writing delivered to the Corporation to repay all amounts advanced by the Corporation in the event that it is later determined that such employee or agent is not entitled to be so indemnified.

 

6.      Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who is a director, officer, employee, or agent of the Corporation or is serving at the request or consent of the Corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability incurred by such person because of such person’s status, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

 

7.      Designation of Counsel.  The Board of Directors of the Corporation shall have the right to designate the counsel who shall defend any person or entity who may be entitled to indemnification, to approve any settlement, and to approve in advance any expense.

 

8.      Consistency With Applicable Law; Survival of Benefits.  The right to indemnification and limitation of liability conferred by this Article shall be interpreted to conform with, and shall not create any right that is inconsistent with, applicable law, as presently in effect and as hereafter amended.  To the full extent allowed by applicable law (as presently in effect and as hereafter amended), the right to indemnification and limitation of liability conferred by this Article shall continue as to a person who has ceased to be a director and shall continue as to a person who has ceased to be a director and shall inure to the benefits of the heirs, executors, and administrators of such a person.

 

9.      Nonexclusivity of Rights.  The rights conferred in this Article shall not be exclusive of any other rights which any person may have or acquire under any applicable law (as presently in effect and as hereafter amended), the Articles of Incorporation, the Bylaws of the Corporation, a vote of the Board of Directors of the Corporation, or otherwise.

 

D.       A new Article V shall be added to read as follows:

 

Officers

1.    The Officers of the Association shall be a Chairman, Chair-elect, Secretary, Treasurer, and two to six Recorders. All officers must be of majority age upon assuming office. Assistants to such officers, as deemed appropriate by the Board of Directors, may be appointed and serve at the pleasure of the Board.

2.    The Chairman shall preside at all meetings of the membership and the Board of Directors. The Chairman shall be the Chief Executive Officer of the Association responsible for the day-to-day operation within this charter, and shall perform other duties as prescribed by the Board of Directors.

3.    The Chair-Elect shall perform the duties of the Chairman in the absence or incapacity of the Chairman. The Chairman, with the concurrence of the Board of Directors, shall delegate other duties to the Chair-Elect. The Chair-Elect will learn the job of the Chairman, as at the end of his term the Chair Elect will assume the position of Chairman.

4.    The Secretary shall record all minutes, transcribe them, and submit them to Board of Directors for approval. In the case of Board Meetings, individual notices shall be sent. All notices, whether by newsletter or otherwise, shall be sent or delivered not less then ten days nor more than thirty days before the meeting. The Secretary will also be responsible for the upkeep and maintenance of the membership records. The secretary shall serve as the Clerk of the Association and as such shall be a resident of the State of Washington, and be responsible for maintenance of corporate records, the seal of the Association, certification of elections, and other duties as appropriate.

5.    The Treasurer shall be responsible for Association funds and securities and for keeping full and accurate account of all receipts and disbursement in Association books of account kept for such purpose. The Treasurer will report at each board meeting the status of the Association’s finances. The Treasurer will submit an annual budget for approval by the board. The Treasurer shall review new applications for membership and update existing membership status based on the membership criteria.

6.    The officers will be responsible for all activities deemed pertinent to meeting the goals and purpose of the organization.

7.    The order of succession of the office of Chairman, in case of absence, resignation or dismissal shall be as follows: Chair-elect, Secretary, and Treasurer until the next election of the general membership.

 

E.        A new Article VI shall be added to read as follows:

 

Election of Officers

1.          All officers named in Section 1 of Article V shall be elected annually by ballot of the membership of the association, and shall hold office for one year, except for the position of Chair Elect which will be a term of two years, the first year serving as the Chair Elect and the second serving as the Chairman, or until their successors are duly elected.

2.          The Board of Directors shall be elected annually through a mail ballot; a simple majority of received ballots of the members in good standing.

3.          All nominations made by e-mail or postal mail must be received seven days prior to the expiration of the current officers term, and shall be reviewed and approved by the Secretary.

4.          All ballots are due thirty days from the date the nominations are closed.

5.          Elections shall be held annually as set by the Board of Directors.

6.          The Board of Directors may fill vacancies of any office for the remaining unexpired term.

 

F.        A new Article VII shall be added to read as follows:

 

Board of Directors

1.          The Board of Directors shall be made up of the officers.

2.          The quorum for the Board of Directors shall be half of the Board of Directors plus one.

3.          Meeting date, time, and location, shall be set by the Board of Directors.

4.          The Board of Directors is empowered by the membership to transact the business of the Association.

5.          Vacancies in the Board of Directors caused by any reason, including the failure of a member to continue to meet the qualifications of office, may be filled by a vote of the remaining officers and the person so elected shall remain in office until a successor is elected by the membership at the next regularly scheduled annual election

6.          All officers shall be obliged to:

a)      Attend all Board of Director meetings of the Association. An officer who has been absent from two consecutive meeting shall be contacted by the Secretary. If an officer should miss three consecutive meetings, the member may be subject to dismissal by majority vote of the Board of Directors.

b)      Attend activities of the Association.

c)      Give volunteer time to Fire Mountain Scout Camp each year. 

7.   All meetings shall be conducted under the provisions of “Roberts Rules of Order” 

8.          The Board of Directors shall appoint a Sergeant at Arms to facilitate all meetings.

9.          The Board of Directors shall adopt and publish any rules deemed necessary for the operation of the Association to include committee responsibilities and procedures.

 

 

G.       A new Article VIII shall be added to read as follows:

Committees

1.          All Committee Chairmen necessary to carry on the work of the Association shall be appointed by the Chairman.

2.          Committees will be appointed to carry out the Associations business on an "as needed basis" by the chairman. Each committee will function until its task has been completed or until dismissed by the chairman. Committees may include: finance, membership, planning, public relations, volunteer, and special projects committees.

3.          Committee Chairmen may select the members of their committees.

 

ARTICLE IX - Activities.

1. The annual meeting shall occur in February, in addition to normal business, the Chair-elect shall assume the Chairmanship, new officers shall be installed, petitions for Friends of Fire Mountain shall be reviewed, and the collection inventory shall be presented by the curator.
2. Activities of the Association shall include but are not limited to: two camp projects annually, one annual reunion including family members of the members of the Association, special projects and activities so decided by the Board of Directors.

 

ARTICLE X - Collections
1. The Association shall maintain a collection of materials related to the history and lore of Fire Mountain.
2. The curator of the collection shall be appointed by the Board of Directors.
3. The collection (part or whole) is to be displayed at Fire Mountain or other locations that will promote Fire Mountain or Boy Scouting.
4. At the annual meeting an inventory of the collection shall be presented to the Board of Directors by the curator.
5. Scope: the collection is authorized to include the following materials:
(a) Materials relating to the natural and cultural history of Fire Mountain and the surrounding area.
(b) Materials related to Historical Evergreen Area Council Camps (Sevenich, Kelcema/Matthews, Tyree, 22).
(c) Materials relating to Sikhs-Mox-Lamonti #338, Kelcema #305, Quilshan #325, lodges of Order of the Arrow.
(d) Materials relating to the Evergreen Area Council, Mount Baker Area Council, or the Mt. Baker Council.
(e) Materials relating to historical Boy Scouting (e.g. old uniforms, patches, memorabilia, etc.).
6. All materials donated to the Association for display or collection purposes become property of the Association unless clearly specified that the material is being loaned, not donated, to the association.
7. The Association shall obtain permission from appropriate parties to display materials that are not owned by the Association.

 

ARTICLE XI - Dissolution and Disposal of Assets
No trustee, officer, or employee of or member of a committee of, or person connected with the Association, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided that this shall not prevent the payment to any such person of such reasonable compensation for service rendered to or for the Association in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association. In the event of a lapse of the functions of the Association, all debts will be paid, and remaining assets will be deposited in an account of The Fire Mountain Staff Alumni Association and shall be held until reformation of the Association. If reformation the Association is not achieved within five years of inactivity, the assets of the Association shall be distributed exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organization which would then qualify under the provisions of Section 501(c) (3) of the Internal Revenue Code and it regulations as they now exist or as they may hereafter be amended; and, if at the time of such distribution the Crew 407 of the Mt. Baker Council, Inc. qualifies under said Section 501(c) (3), then, the assets of the Association shall be given to Crew 407 of the Mt. Baker Council, Inc. for use, to the extent possible consistent with the tax exempt status of the Association, at Fire Mountain.

 

ARTICLE XII - Charter Changes
This Charter may be amended, by a 2/3-majority vote of ballots received, of the membership of the Association. Rules changes must be entered in the Minutes of the Association.

 

ARTICLE XIII - Exempt Activities
Notwithstanding any other provision of this Charter, no trustee, officer, employee, committee member or representative of the Association shall take any action or carry on any activity by or on behalf of this Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

 

This First Amendment to the Articles of Incorporation of Fire Mountain Staff Alumni Association has been approved this fifteenth day of April, 2004.

  

 

Signed _______________________________        ______________________________

 

By:       _________________________________          ______________________________

            President, Board of Directors                                        Secretary, Board of Directors