ARTICLES OF INCORPORATION of Peninsula Homecare Cooperative

Transcription

1 ARTICLES OF INCORPORATION of Peninsula Homecare Cooperative The undersigned persons, over eighteen years old, acting as incorporators of a Cooperative corporation pursuant to RCW 24.06, the Washington Mutual and Miscellaneous Corporations Act, and any other applicable and corporate and general laws of the State of Washington, adopt the following Articles of Incorporation. Article I Name The name of the Cooperative is Peninsula Homecare Cooperative, hereafter the Cooperative or the Corporation. Article II Purposes and Powers The purposes for which the Cooperative is organized is: The Cooperative is organized for the purpose of providing quality service for those in our community who desire personal and home care from a qualified home care professional. Further, the Cooperative may purchase property from and sell property to members, or to members and other patrons, and perform labor for or render other services to members and other patrons as allowed for by the Cooperative bylaws. In furtherance of the foregoing purposes, the Cooperative shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon a Cooperative organized under the laws of Washington. The Cooperative may do and perform, either for itself or its members, directly or indirectly, any and all things, and may exercise any and all powers, as may be necessary, convenient or conducive to accomplish any or all of the Cooperative s purposes. The Cooperative shall have such incidental owners, as may be necessary or convenient to accomplish any or all of its purposes. Consistent with its Articles, the Cooperative shall have and exercise all of the specific powers enumerated in RCW 24.06, as now or hereafter amended. Without limiting the generality of its powers, the Cooperative may:

2 (a) Sue, complain and defend in its Corporate name. (b) Provide services to its members or groups of members. (c) Impose dues, assessments and fees upon its members. (d) Make and amend bylaws for the governance of the Corporation not inconsistent with its Articles and adopt and enforce policies and regulations for managing the affairs of the Corporation. (e) Establish conditions for the admission of members, admit members and issue memberships. (f) Retain reasonable financial reserves, as determined by the Board of Directors, for the purpose of meeting the operating and capital needs of the Cooperative and for such other purposes as the Board of Directors may determine is in the best interest of the Corporation. (g) Pay reasonable salaries to its managers and employees and pay reasonable administrative, overhead, travel and other expenses incurred by its Directors, managers and employees in the performance of their duties on the Corporation s behalf. (h) Enter into contracts and other binding legal obligations in the name of the Cooperative. (i) Limit the liability of directors, employees and agents and indemnify its officers, directors, employees and agents to the maximum extent authorized by Washington law. The foregoing enumeration of the objects, purposes and powers of the Cooperative is not intended to be exclusive and shall not be held to limit or restrict in any manner any general or specific powers conferred on this Cooperative by its Articles or the laws of the State of Washington, all of which are hereby expressly claimed. Article III Place of Business The Cooperative shall have its principle place of business in the County of Jefferson, State of Washington. Article IV Cooperative Existence The Cooperative shall have perpetual existence. Article V Stock This Cooperative shall be without capital stock and may admit applicants to membership in the Cooperative on such uniform conditions as may be prescribed by the Board of Directors, or its By-laws.

3 Article VI Dissolution Except as provided herein, no member shall have an interest or right, direct or indirect, in or to the properties and assets of the Cooperative except on dissolution. In case of dissolution or liquidation of the Cooperative all properties and assets shall be distributed as prescribed in the By-laws. Article VII Rights of Dissenting Members Any member who becomes a dissenting member pursuant to RCW , as the same may be amended from time to time, may be limited to a return of less than the fair value of the member's equity interest in the Cooperative, but not less than the consideration paid to or retained by the Cooperative for the membership or shares of the Member, unless the fair value is less than the consideration paid to or retained by the Cooperative. Article VIII Membership The voting rights of the members of the Cooperative shall be equal, and no member shall have more than one vote. Any person 18 years old or older who meets any membership qualifications established in the bylaws shall be qualified to become a member upon paying the membership dues. The amount, method and time of payment of all dues shall be determined by the board of directors and may change periodically. A membership in the Cooperative association may be held only by a person qualified to be a member of the Cooperative association and may not be transferred. In the event a member shall cease to be a member of the Cooperative association, the former member shall have no rights or privileges on account of the membership or vote or voice in the management or affairs of the Cooperative association, other than the right to participate in accordance with law in case of dissolution.

4 Any other capital accounts in the Cooperative association of a member who is terminated or withdraws shall be handled in accordance with policies established by the Cooperative association in its bylaws or by its board of directors. Article IX Consent to Serve as Registered Agent I consent to serve as Registered Agent in the State of Washington for the above named corporation. I understand it will be my responsibility to accept Service of Process on behalf of the corporation; to forward mail to the corporation; to immediately notify the Office of the Secretary of State if I resign or change the Registered Office Address. X, Registered Agent Date: Address: Article X Directors The number of directors of the Cooperative shall be seven, which number may be increased or decreased pursuant to the bylaws of the Cooperative. The governance of this association and oversight of the management shall be vested in a Board of Directors, the members of which must be elected by ballot of the members. The size of the Board of Directors and the terms of its members shall be prescribed by the bylaws. The names and addresses of the initial directors who shall act until the first meeting or until their successors are duly chosen and qualified are: Name Street Address City

5 Article XI Cooperative Incorporator The name and the address of the person, who is a resident of Washington, filing these articles of incorporation is: Article XII Distribution of Surplus Funds. The Cooperative shall operate on a cooperative basis and in accordance with Subchapter T of the Internal Revenue Code. After any reductions for reserves, retained earnings, or other stated business purposes, the patronage net income ( Net Margins ) of the Cooperative shall be allocated to the worker members in proportion to their patronage. The Board shall adopt rules for the payment of patronage dividends to individual members. Such rules shall assure that payment of patronage dividends do not impair the financial condition of the Cooperative. Article XIII Miscellaneous Provisions This association may be dissolved in the manner as provided by law. These Articles of Incorporation may be amended as provided by law. IN WITNESS THEREOF, I have signed these Articles and acknowledge the same to be my act. Dated at Port Townsend, Washington this xx day of xx, Signature