ARTICLES OF INCORPORATION

Kwiáht: Center for the Historical Ecology of the Salish Sea


The undersigned, acting as the incorporator of a corporation under the provisions of the Washington State Nonprofit Corporation Act, Chapter 24.03 of the Revised Code of Washington (the “Act”), hereby adopts the following Articles of Incorporation.


ARTICLE 1. NAME



    ARTICLE 2. DURATION

    2.1 The Corporation shall have perpetual existence.


    ARTICLE 3. REGISTERED OFFICE AND REGISTRATION AGENT

    3.1 The initial registered agent of the Corporation shall be: Russel Lawrence Barsh.

    3.2 The initial registered office of the Corporation shall be:

    P.O. Box 415
    Lopez, Washington 98261

    ARTICLE 4. GOALS AND PURPOSES

    4.1 The Corporation is organized and operated exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (hereinafter the “Code”), including any amendments of applicable successor provisions of the revenue laws of the United States, and its activities shall be exclusively not-for-profit.

    4.2 The mission of the Corporation is     science for stewardship: working with Indian tribes and local communities to protect and restore ecosystems, and conducting scientific research that strengthens good stewardship of cultural and biological resources in the San Juan Archipelago, incorporating local knowledge and a Coast Salish perspective. To this end, the Corporation will engage in studies of marine and terrestrial ecology, palaeoecology, and archaeology using genetics, biochemistry, palynology, geology, hydrology, and other relevant scientific tools; and it will engage in the experimental restoration and enhancement of aquatic and upland habitats.

    4.3 Without limitation to the foregoing, the Corporation shall:







                4.4 The Corporation may engage in any other lawful business activity whatsoever that furthers its mission and may hereafter from time to time be authorized by the Board of Trustees; provided that it shall at all times comply with Section 501(c)(3) of the Code.


                ARTICLE 5. POWERS

                5.1 The Corporation shall have the power to do any and all lawful activities which may be necessary, useful and desirable for the furtherance, accomplishment, fostering or attainment of the foregoing Purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, unless such activity is specifically prohibited in these Articles of Incorporation.

                5.2 All of the powers of the Corporation shall be exercised exclusively for charitable, educational, and scientific purposes in such a manner that:

                5.2.1 The Corporation shall qualify as an exempt organization under Section 501(c)(3) of the Code, and

                5.2.2 Contributions to the Corporation shall be deductible to the full extent permitted under Section 170(c)(2) of the Code.


                ARTICLE 6. LIMITATIONS

                6.1 The Corporation shall not engage in lobbying activity except as otherwise permitted to an organization described in Section 501(c)(3) of the Code.

                6.2 The Corporation shall not participate or intervene in any political campaign, either in favor of or in opposition to any candidate for public office.

                6.3 The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal incomes taxes under Section 501(c)(3) of the Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, notwithstanding any other provisions of these Articles of Incorporation.

                6.4 The Corporation shall enter into agreements with federal, state, municipal and tribal governments on a project basis only for terms of up to five years; provided, however, that it may enter into more general, longer term contractual relationships with other non-profit institutions such as universities and land conservancies without limitation.

                6.5 No part of the assets, income or profits of the Corporation shall be distributed to, or inure to the benefit of any Director, Trustee, Officer, or any other private person, except that the Corporation shall be authorized to pay reasonable compensation for services rendered, and to make payments and distributions for expenses incurred in furtherance of the Purposes set forth in Article 4 of these Articles of Incorporation.



                    6.6 The property, assets, profits, and net income of the Corporation, including intellectual property, are wholly and irrevocably dedicated to the charitable, educational and scientific Purposes set forth in Article 4 of these Articles of Incorporation.



                      ARTICLE 7. MEMBERSHIP

                      7.1 The Corporation shall have no members.

                      7.2 Notwithstanding the foregoing, annual meetings of the Board of Trustees of the Corporation shall ordinarily be open to the public and shall provide opportunities for public comment. Towards this end, reasonable public notice of the annual meetings of the Board shall be given within the San Juan Archipelago.


                      ARTICLE 8. BOARD OF TRUSTEES

                      8.1 The entire management of the Corporation shall be vested in the Board of Trustees. The powers and duties, number, qualifications, terms of office, manner of election, time and criteria for removal of Trustees shall be fixed as provided in the Bylaws of the Corporation; provided always, that no one may serve on the Board of Trustees at the same time that are employed or otherwise paid for services by the Corporation, or hold elected office in any federal, state, municipal or tribal government.

                      8.2 The names and addresses of the Initial Board of Trustees, who shall hold office and manage the affairs of the Corporation from the time of its incorporation until the first annual meeting in accordance with the Bylaws, are:

                      Kenneth C. Hansen, 1813 – 11                      th Street, Anacortes, WA 98221
                      Bob Gamble, PO Box 4, Orcas, WA 98280
                      Jeanna Carter, 1731 Center Road, Lopez Island, WA 98261
                      Lawrence L. Moulton, 1012 Shoreline Dr, Lopez Island, WA 98261

                      8.4 Subsequent to the first annual meeting, the Board shall be appointed and shall hold office in the manner provided in the Bylaws.


                      ARTICLE 9. LIMITATION ON LIABILITY

                      9.1 A Trustee shall incur no liability to the Corporation for monetary damages for his/her conduct as a Trustee, except for acts or omissions that involve either intentional misconduct by the Trustee or a knowing violation of the law by the Trustee, or for any transaction from which the Trustee personally receives or will personally receive a benefit in money, property or services to which the Trustee is not legally entitled.

                      9.2 The exceptions to the limited liability of Trustees set forth in Article 9.1 shall not be eliminated or modified unless the Corporation is required to do so by an amendment of the Washington Nonprofit Corporation Act.


                      ARTICLE 10. INDEMNIFICATION

                      10.1 Any person who is made a party, or is threatened to be made a party, or is otherwise involved in any actual or threatened action by reason of the fact that s/he is, or was, a Trustee or Officer of the Corporation shall be indemnified and held harmless by the Corporation to the full extent permitted by the Washington Business Corporation Act as then in effect.

                      10.2 The right of Trustees and Officers to indemnification shall be deemed a contractual right, and shall apply to any civil, criminal, or administrative lawsuit, prosecution, or investigation relating to the conduct of the Corporation, its Trustees, Officers, and/or employees.

                      10.3 Indemnification shall include all expense, liability, and loss actually and reasonably incurred or suffered by a Trustee or Officer in connection with the action, including attorney fees and the payment of judgments, fines, ERISA excise taxes and penalties, and settlements.

                      10.4 The Corporation may indemnify an employee of the Corporation to the same extent as to a Trustee or Officer, where authorized by action of the Board of Trustees, or by contract with the employee.

                      10.5 The right to indemnification shall continue to be enjoyed by a person after s/he has ceased to be a Trustee, Officer or employee of the Corporation, and shall inure to the benefit of his or her estate, heirs, executors and administrators.

                      10.6 The Board of Trustees may advance money to a Trustee, Officer, or employee of the Corporation to pay the anticipated expenses of defending against an action, provided that the recipient of the advance first undertakes, by contract, to repay any difference between the amount so advanced and the amount actually expended to which s/he is entitled by this Article.

                      10.7 The Corporation may purchase insurance coverage at its expense to protect itself and its Trustees, Officers and employees against expenses, liability, or loss in connection with the activities of the Corporation, including but not limited to expenses, liability or losses that may be indemnified in accordance with this Article or the Washington Business Corporation Act as applied to non-profit corporations.

                      ARTICLE 11. BYLAWS

                      11.1 The authority to make, alter, amend or repeal Bylaws is vested exclusively with the Board of Trustees, so long as they are not inconsistent with the provisions of these Articles of Incorporation.

                      11.2 The Board of Trustees may make, alter, amend or repeal Bylaws of the Corporation at any regular meeting, or at any special meeting called for that purpose, subject only to such procedures and methods of approval as may be set forth in these Articles and the Bylaws.

                      ARTICLE 12. AMENDMENTS

                      12.1 The Corporation reserves the right, acting through its Board of Trustees, to amend, alter, change, or repeal any provision contained in its Articles of Incorporation from time to time in any manner now or hereafter prescribed or permitted by the laws of the State of Washington.

                      12.2 Amendments to the Articles of Incorporation require approval by two-thirds of the votes cast at a meeting of the Board of Trustees at which a quorum is present.


                      ARTICLE 13. INCORPORATORS

                      13.1 The name and address of the Incorporator is as follows:

                      Kenneth C. Hansen, Anacortes, WA 98221


                      IN WITNESS WHEREOF, the undersigned Incorporator has signed these Articles of Incorporation this _____ day of ____________, 2006:


                      _____________________________________.



                      BYLAWS


                      Kwiáht: Center for the Historical Ecology of the Salish Sea



                      ARTICLE I – GENERAL PROVISIONS

                      Section 1 – Official name

                      The name of the Corporation shall be “Kwiáht: Center for the Historical Ecology of the Salish Sea”, in reference to commitment to keeping to keep the historical island territory of Northern Straits Salish people ecologically and spiritually “clean” (= kwi’át).

                      Section 2 – Official seal and other devices

                      The official seal and other marks or devices of the Corporation shall include a clamshell, representing the natural blessings of the islands’ marine environment; and a water molecule, recalling the fundamental importance of water in the islands’ aquatic and terrestrial ecosystems.

                      Section 3 – Principal office

                      The principal office of the Corporation shall be located on Lopez Island in San Juan County, State of Washington.


                      ARTICLE II – PURPOSES

                      In accordance with Article 4.2 of its Articles, the purpose of the Corporation shall be to work with Indian tribes and local communities to protect and restore the terrestrial and aquatic ecosystems of the Salish Sea, and in particular the islands of the San Juan Archipelago, through scientific research incorporating a long-term historical perspective and local and indigenous knowledge.


                      ARTICLE III – BOARD OF TRUSTEES

                      Section 1 – Number and composition of the Board

                      The Board of Trustees shall consist of no fewer than three members, and no more than five members, and shall ordinarily include at least one professional scientist, and one respected member a Coast Salish nation with historical ties to the San Juan Archipelago. No person may serve as a Trustee at the same time that s/he holds elected office in any federal, state, municipal, or tribal government.

                      Section 2 – Nomination and selection of Trustees

                      Trustees shall be elected by a majority of the Board of Trustees at the Annual Meeting, or if a position becomes vacant, at the next regular meeting of the Board.

                      Section 3 – Terms of office

                      Except as otherwise provided by these Bylaws, a Trustee shall serve for a term of three years, commencing on the date of his or her election, and ending on the date of the Annual Meeting in the third year of his or her term; provided that a Trustee elected to fill a vacancy shall serve only until the next Annual Meeting of the Corporation. No Trustee shall serve more than two consecutive terms.

                      Section 4 – Duties of the Board

                      The Board of Trustees is responsible for the general management of the affairs of the Corporation, and for ensuring that the Corporation remains faithful to its purposes and mission. The Board shall also:






                                Section 5 – Powers of the Board

                                The Board of Trustees shall have power and authority to:


                                  Section 6 – Conflicts of interest

                                  No Trustee may vote upon, or otherwise participate in making a decision in which s/he has a financial interest, or which will likely affect the financial interests of his or her parent, spouse, or child; domestic or business partner; co-worker or employer. When the Board takes up an item on its agenda for action, any Trustee who believes that s/he has a conflict of interest involving the matter that is awaiting action by the Board shall disclose this fact and leave the meeting place until the remaining Trustees present have acted upon the matter concerned. Where the appearance of a conflict of interest may exist, but the Trustee concerned does not believe that any actual conflict exists, s/he shall disclose the circumstances fully to the Board before any action is taken and, if there is no objection from any other Trustee, s/he may continue to participate in the discussion and decision. Disclosures of conflicts and the appearance of conflicts of interest shall be recorded in the minutes of the meeting.

                                  Section 7 – Meetings of the Board

                                  The Board of Trustees shall convene the Annual Meeting on or about the date of the spring equinox each year. The Board shall convene at least one Regular Meeting each year as well, and such additional Regular Meetings as it deems necessary for the orderly and responsible oversight of the affairs of the Corporation. The dates, times, and places of Annual Meetings and Regular Meetings shall ordinarily be fixed by adjournment. The Chairperson of the Board or the Director of the Corporation may also convene a Special Meeting of the Board in extraordinary circumstances; provided, that the Board may only act upon a single proposal that is explained fully in the notice of the meeting.

                                  Section 8 – Procedures for meetings of the Board



                                    Section 9 – Compensation

                                    Trustees shall service without compensation; provided, however, that the Board may provide for the reimbursement of actual expenses of travel to and from its meetings.

                                    Section 10 – Resignation

                                    A Trustee may resign at any time by giving written notice to the Board.


                                    ARTICLE IV – ADDITIONAL PROVISIONS

                                    Section 1 – Openness and accountability

                                    All minutes of the Board of Trustees are public and shall be made available to any person upon reasonable request. Additional records of the Corporation are open to public inspection upon reasonable notice and for reasonable purposes as determined by the Board or the Chairperson. Provided that personnel records shall remain confidential and shall not be disclosed without the written consent of the employees or contractors concerned.

                                    Section 2 – Fiscal year

                                    The fiscal year of the Corporation shall be the calendar year, which is to say from January 1 to December 31.

                                    Section 3 – Notice

                                    Notice given to a Trustee, Officer, or employee in accordance with these Bylaws shall be by hand-delivery or first-class mail to the address provided by that person to the Corporation for this purpose; or else, if agreed in writing by the person concerned, by electronic communication to an e-mail address.


                                    ARTICLE V – AMENDMENTS

                                    These Bylaws may be amended from time to time in whole or in part by the Board of Trustees acting at any Annual or Regular Meeting; provided, however, that the Board shall not alter or amend any part of Article VI of these Bylaws.

                                    ARTICLE VI – DISSOLUTION

                                    In the event that the Corporation must be dissolved, the assets of the Corporation shall be distributed as follows:

                                    To a non-profit fund, foundation, or corporation which is organized as a 501(c)(3) corporation and operated exclusively for charitable, educational, and scientific purposes and which agrees to administer the assets of this Corporation in accordance with its goals and purposes.

                                    The motion for disposition of the assets of the Corporation must be approved by the unanimous consent of the Board of Trustees.