Salmon-Drift Creek Watershed Council

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Registry Number ___291221-99________________

ARTICLES OF INCORPORATION OF
SALMON DRIFT CREEK WATERSHED COUNCIL

Article I Name
The name of the Corporation is Salmon Drift Creek Watershed Council.

Article II Registered Agent
The registered agent of the Corporation is Deborah A. Dyson, Attorney at Law.

Article III Address of Registered Agent
The address of the registered agent is 1904 3rd Street, Suite F, Tillamook, OR 97141.

Article IV Address for Mailing Notice
The address for mailing notice is Salmon Drift Creek Watershed Council, c/o Katheryne McKenzie, P.O. Box 131, Neotsu, OR 97364-0131.

Article V Optional Provisions
Federal Tax-Exempt Provisions
5.1 Exclusive Purpose
The Corporation is organized exclusively for charitable, educational, scientific, and literary 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.

5.2 Limitations on Distributions
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its 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 5.1.

5.3 Limitations on Political Activity
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 (including the publishing or distribution of statements) for any political campaign on behalf of or in opposition to any candidate for public office.

5.4 Statutory Compliance
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 or (c) a corporation exempt from tax under the Oregon Nonprofit Corporation Act, ORS Ch. 65, et seq., or the corresponding section of any future Oregon Statute.
Oregon Permissible Nonprofit Provisions
5.5 Delegation of Directors= Powers
The board of directors by resolution in accordance with its corporate Bylaws may authorize a person or persons, or committee to exercise some or all of the powers that would otherwise be exercised by the board. To the extent so authorized, any such person or persons or committee shall have the duties and responsibilities of the board of directors, and the board of directors shall be relieved to that extent from such duties and responsibilities.

5.6 Director=s Limited Liability to the Corporation
A. Release from Liability
To the extent permitted by the Oregon Nonprofit Corporation Act, the board of directors of the Corporation shall not be personally liable to the Corporation for monetary damages resulting from the director=s conduct as a director or an officer of the board of directors, except that they shall remain liable for:
1. any breach of the director=s duty of loyalty to the Corporation.
2. acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
3. any unlawful distribution;
4. any transaction from which a director derived an improper personal benefit; and
5. for any violation under the Oregon Nonprofit Corporation Act, or the corresponding section of any future Oregon Statute, including without limitation conflicts of interest, unlawful distributions and gross negligence.

B. Indemnification
The following provisions shall apply regarding indemnification:
1. The Corporation shall indemnify to the fullest extent permitted by
The Oregon Nonprofit Corporation Act, any persons who have made, or is threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (including any action, suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation. The right to and the amount of indemnification shall be determined in accordance with the provisions of the Oregon Nonprofit Corporation Act in effect at the time of the determination.
2. To the fullest extent permitted by the Oregon Nonprofit Corporation
Act, the Corporation shall pay for or reimburse any and all reasonable expenses
incurred by a director, officer, employee or agent of the Corporation who
is a party to a proceeding in advance of the final disposition of the proceeding.
3. For the purposes of determining the right to any indemnification
under this Article 5.6, Section B, the termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere, or
its equivalent, shall not, of itself, create a presumption that the person acted in
bad faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interest of the Corporation, and with respect to any criminal
action or proceedings, had reasonable cause to believe that his or her conduct
was unlawful.
4. The right to indemnification and to the payment or reimbursement
of expenses with regard to a proceeding referred to in this Article 5.6, Section B
shall not be exclusive of any other rights to which any person may be entitled or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaws, Action by the Board of Directors, or officer, employee, or agent of the Corporation, and shall inure to the benefit of the heirs, executors and administrators of such person.

Article VI Type of Corporation
The Corporation is a Public Benefit Corporation.

Article VII Members
The Corporation will not have members as that term is defined by the Oregon Nonprofit Corporation Act.

Article VIII Distribution Upon Dissolution
Upon the dissolution of the Corporation, assets shall be distributed in compliance with the Oregon Nonprofit Corporation Act, ORS Ch. 65, et seq., 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 IX Incorporator
The name and address of the incorporator of the Corporation is:

Paul C. Katen
56630 Sitka Drive
Otis, OR 97368-9509

Article X Execution of Articles by Incorporator.

Printed Name: Signature

_____________________________ ___________________________________

Contact Name for the filing of these Articles of Incorporation with the Oregon Secretary of State, Corporation Division:

Deborah A. Dyson 503-842-6743
Attorney at Law
P.O. Box 402
1904 3rd Street, Suite F
Tillamook, OR 97141