ARTICLES OF AMENDMENT
SOCIETY OF DIAGNOSTIC MEDICAL SONOGRAPHY FOUNDATION
(a nonprofit corporation)
The Society of Diagnostic Medical Sonography Foundation, a Washington nonprofit corporation with the Unified Business Identifier number 602934518 (the “Corporation”), has one voting member (“Member”). As required by the Washington Nonprofit Corporation Act (RCW §24.03.005 et seq.) (the “Act”), the Board of Directors, with the signed written consent of the Member, has adopted these Articles of Amendment (“Articles”) at a meeting of the Board of Directors on September 28, 2016, at which a quorum was present and a two-thirds majority of the Directors in office voted to adopt these Articles of Amendment.
Pursuant to RCW 24.03.175, the following Articles amend and replace in their entirety the Articles of Incorporation of the Corporation, filed June 26, 2009, as follows:
The name of the corporation is “Society of Diagnostic Medical Sonography Foundation” (hereinafter referred to as the “Corporation”) and was formed under the Washington Nonprofit Corporation Act (Chapter 24.03 of the Revised Code of Washington) (the “Act”).
The Corporation was established on June 26, 2009 and has perpetual existence.
PURPOSES AND POWERS
3.1 Purposes. The Corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future federal tax law (the “Code”), including but not limited to:
(a) Providing grants and financial support for the training and education of individuals in the field of diagnostic medical sonography;
(b) Providing grants and financial support to educational institutions that provide diagnostic medical sonography training and education to individuals;
(c) Providing medical and professional education to individuals in the field of diagnostic medical sonography and other interested parties in the global medical community;
(d) Advancing scientific research in the public interest concerning developments and advancements in diagnostic medical sonography; and
(e) Aiding in the exchange of information regarding developments and advancements in diagnostic medical sonography among stakeholders and other interested parties in the global medical community.
3.2 Powers. In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the Corporation’s Articles of Incorporation or Bylaws, the Corporation shall have all powers that now or hereafter are conferred by RCW 24.03.035 upon a corporation organized for the purposes set forth above, or are necessary or incidental to the powers so conferred, or are conducive to the attainment of the Corporation’s purposes.
4.1 Permitted Activities. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by (a) an organization exempt from federal income tax under Section 501(a) and described in Section 501(c)(3) of the Code or the corresponding provision of any future federal tax law, or (b) an organization, contributions to which, are deductible under Section 170(c)(2) of the Code or the corresponding provision of any future federal tax law.
4.2 Legislative and Political Activity. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted by an organization described in Section 501(c)(3) of the Code or the corresponding provision of any future federal tax law. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
4.3 No Inurement to Private Persons. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, if any, or any Director, Officer, or other private person, except that the Corporation is authorized or empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.
4.4 Other Limitations. The Corporation shall be subject to other limitations pursuant to RCW 24.03.030.
The Corporation shall have one Member, which shall be the Society of Diagnostic Medical Sonography (the “Member”). The rights, powers, and privileges of the Member and the manner of its exercise shall be as set forth in the Act, the Corporation’s Bylaws, or the resolutions or policies of the Board of Directors (“Board”).
The management of the Corporation shall be vested in a Board of Directors. The number of Directors, Officers, powers and duties, qualifications, terms of office, manner of election or appointment, criteria for removal, and time and place of meetings of the Directors shall be prescribed in the Corporation’s Bylaws and resolutions or policies of the Board. The number of Directors constituting the Board of the Corporation shall be no less than seven (7) and no more than eleven (11) Directors, excluding non-voting, ex-officio Directors.
DIRECTOR LIABILITY LIMITATIONS
7.1 Immunity from Liability. Any Director of the Corporation shall have such immunity from liability as is granted under federal and Washington state law, including without limitation, if applicable, the Federal Volunteer Protection Act and RCW 4.24.264.
7.2 Liability to the Corporation. No Director of the Corporation shall be personally liable to the Corporation or its Members, if any, for monetary damages for conduct as a Director, except for:
(a) Acts or omissions involving intentional misconduct or a knowing violation of law by the Director;
(b) A Director’s vote or assent to a distribution which is unlawful or violates the requirements of these Articles of Incorporation; or
(c) Any transaction from which the Director will personally receive a benefit in money, property, or services to which the Director is not legally entitled.
If the Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director shall be deemed eliminated or limited to the full extent permitted by the Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a Director of the Corporation with respect to an act or omission of such Director occurring prior to such repeal or modification. Notwithstanding any contrary term herein, the liability of a Director of the Corporation shall be eliminated or limited to the full extent permitted by the Act, as so amended, without any requirement of further action by the Corporation.
INDEMNIFICATION OF DIRECTORS
8.1 Authorized Indemnification and Advancement of Expenses. As authorized by RCW 23B.17.030 and RCW 23B.08.560, the Corporation shall, without regard to the limitations in RCW 23B.08.510 through 23B.08.550, indemnify its Directors to the full extent permitted by the Act now or hereafter in force, and advance reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding.
However, such indemnity and advancement of expenses shall not apply to:
(a) Acts or omissions of the Director finally adjudged to be intentional misconduct or a knowing violation of law;
(b) Conduct of the Director finally adjudged to be in violation of RCW 23B.08.310, as applicable to corporations formed under the Act;
(c) Any transaction with respect to which it was finally adjudged that the Director personally received a benefit in money, property, or services to which the Director was not legally entitled.
Notwithstanding the foregoing, no indemnification shall be provided under this Article if payment of any such amount would result in an excess benefit transaction such that the Director would be subject to the imposition of tax and any applicable correction procedures, including repayment of such amounts, under Section 4958 of the Code or the corresponding provision of any future federal tax law.
8.2 Procedure. The Board may take such action as is necessary to carry out these indemnification and expense advancement provisions. The Board is expressly empowered to adopt, approve, and amend from time to time such Bylaws, resolutions, policies, contracts, or further indemnification and expense advancement arrangements as may be permitted by law to implement these provisions. Such Bylaws, resolutions, policies, contracts, or further arrangements shall include, but not be limited to, establishing the procedures and implementing the manner in which determinations of any indemnity or advancement of expenses shall be made.
8.3 Amendment. No amendment or repeal of this Article shall apply to or have any effect on any right to indemnification or advancement of expenses provided with respect to acts or omissions occurring prior to such amendment or repeal.
8.4 Severability. If any provision or application of this Article shall be invalid or unenforceable, the remainder of this Article and its remaining applications shall not be affected thereby, and shall continue in full force and effect.
The authority to make, alter, amend, or repeal Bylaws is vested in the Board, subject to the approval of the Member. Subject to the approval of the Member, the Bylaws of the Corporation may be adopted by the Board at any regular meeting or any special meeting called for that purpose, so long as they are not inconsistent with the provisions of these Articles or the Act.
ADDRESS OF REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation is 505 Union Ave. SE, Suite 120, Olympia, Washington 98501-1474. The name of the registered agent of the Corporation at the address is CT Corporation System.
No Member (other than a Member that is an organization described in section 501(c)(3) of the Code), Director, Officer, or other private person shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation or the winding up of its affairs. Upon the dissolution or winding up of the Corporation, the assets of the Corporation remaining after payment of, or provision for payment of, all debts and liabilities of the Corporation shall be distributed to another organization or organizations described in Section 501(c)(3) of the Code or to a government unit within the meaning of Sections 170(b)(1)(A)(v) and 170(c)(1) of the Code, or the corresponding provision of any future United States Internal Revenue law, and used to accomplish purposes similar to those for which the Corporation is organized, as determined by the Board of Directors. If the Board of Directors fails to distribute the assets of the Corporation for any reasons, any such assets not disposed of shall be disposed of by the Superior Court of King County, Washington, exclusively for Code Section 501(c)(3) purposes.
These Articles may be amended by an affirmative vote of two-thirds (2/3) of the Directors in office as set forth in Section 24.03.165 of the Act (or the applicable provision of any future version thereof) and the Corporation’s Bylaws.
DATE APPROVED: September 30, 2016
DATE EFFECTIVE: January 1, 2017.