SPLAB Articles of Incorporation and By-Laws

Articles of Incorporation

The undersigned for the purpose of forming a corporation under the non-profit Laws of the State of Washington, RCW 24.03, hereby amends the Articles of Incorporation originally filed by It Plays in Peoria Productions on December 14, 1993 (601 510 184).

Article I

The name of the corporation is hereby changed to:

“SPokenword LAB” (SPLAB)

Article II

The terms of existence shall be perpetual.

Article III

The purposes for which the corporation is organized is as follows:

1. SPokenword LAB (SPLAB) is a private non-profit organization which serves as an Intergenerational Spokenword Performance, Resource and Outreach Center, dedicated to Poetry, Story-telling, Conversation, Debate, Consciousness and Building Community through shared experience of the spoken and written word.

2. SPokenword LAB (SPLAB) is a nonprofit 501(c)(3) organization that supports the spoken and written word through cultural development, community outreach, and the distribution and support of arts programming.  SPLAB fosters local and international communication between poets, institutions, government, and the public with regard to poetry and the arts and helps develop the audience for poetry.

SPLAB achieves these purposes by providing a forum for the art of poetry and its related artistic fields such as radio, drama, and literature.  It promotes access to poetry across multiple media, as also supports poetry publications, anthologies, and symposia in the United States and internationally.

Within its scope, SPokenword LAB (SPLAB) creates literary arts events, critique circles, workshops, interviews, websites, blogs, radio programs, podcasts, publications, critical essays on poetry and poetics and similar literary and cultural programming designed to deepen the perception and consciousness of participants and all interested parties.

4. SPokenword LAB (SPLAB) shall continue to effectively conduct fund raising activities to enhance the purpose and scope of organizational goals and objectives.

5. SPokenword LAB (SPLAB) shall continue to be empowered to engage in any Business/Activity which may lawfully be conducted by entities organized under the provision of RCW 24.03:

Borrow money, and make issue notes, bonds and other instruments of debetedness of all kinds, whether secured by mortgage, pledge or otherwise, without limit as to amount, except as may be prohibited by statue or code, and to secure same by mortgage, pledge or otherwise; and to make and perform agreements and contracts of every kind and description;

To conduct and carry on its business, or any part thereof, and to have one or more offices, and to exercise all of any of its corporate powers and rights in the state of Washington, and in various states, territories, colonies, and dependencies of the United States, in the District of Columbia, and in all or any foreign countries or country;

To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers hereinabove set forth, either alone or in association with other corporations, firms or individuals, and to do every act or acts, thing or things, incidental appurtenant to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof: Provided, the same be not inconsistent with the laws under which this private, non-profit corporation is organized.

To have such powers as are conferred upon corporations under the laws of this state.

The foregoing clauses of this Article shall be construed as purposes, objectives and/or powers; and the matters expressed in each clause shall be in no way limited or restricted by reference to or inference from the terms of any other clauses, but shall be regarded as independent purposes, objectives and/or powers; and nothing contained in these clauses shall be deemed in any way to limit or exclude any power, right or privilege given to this non-profit corporation by laws or otherwise.

Article IV

The name of the registered agent is:

Mary Paynter Sherwin

The street address of the Registered Office, which is also the address of the Registered Agent is as follows:

4501 Greenwood Ave N, Apt 107
Seattle, WA 98103-6367
206.992.3938
marypsherwin@hotmail.com
Article V

There are five (5) Directors serving as the Board of Directors. Their names and addresses are as follows:

Meredith Sedlachek 4634 43rd AV S, Seattle, WA 98118 206.422.5002, yournextwriter@gmail.com. Board President since December 15, 2008.

Mary Sherwin 4501 Greenwood Ave N, Apt 107, Seattle, WA 98103-6367, 206.992.3938. Board Secretary/Treasurer since December 15, 2009.

Paul Mallary 207 Second Ave N, Apt DN Algona, WA 98001-4406 253.833.4085, paulmallary@msn.com. Board Member, Board President July, ‘02 – Jan ‘09.
Amalio Madueno PO Box 2402, Ranchos de Taos, NM  87557, 575.741.0563,
amalio2k@yahoo.com. Board Member since December 15, 2008.

David Thomson 16300 Christensen Rd., Ste 108, Tukwila, WA, 98188,
206.406.4065. Board Member since December 15, 2008.

Article VI

In the event of the dissolution of this corporation, the net assets are to be distributed as follows:

Upon winding up the dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, religious and/or scientific purposes and which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code.

This organization is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on, a) by an organization exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or, b) by any organization contributions which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law.

Article VI

The name and address of each incorporator is as follows:

Meredith Sedlachek – 4634 43rd AV S, Seattle, WA 98118-1802

____________________________
Mary Sherwin – 4501 Greenwood Ave N, Apt 107, Seattle, WA 98103-6367

____________________________
IN WITNESS WHEREOF each incorporator has affixed his/her signature on this _____ day of ________________________, 2010.

____________________________________________
Paul E. Nelson
Founding Director
Section 1 DUTIES

The Board of Directors is vested with all powers/authority as prescribed by Law, to act on behalf of and to represent the legitimate interest of the corporation. Any Director or Officer elected or appointed by the Board of Directors may be removed at any time and in such manner as shall be provided by the By-laws of the Corporation.

No contract or other transactions between this Corporation or any other Corporation, and no act of this Corporation, shall in any way be affected or invalidated by the fact that any of the Directors of the Corporation are pecuniarily or otherwise interested in, or are Directors or Officers of, such other Corporation; and Director individually, or any firm of which any Directors may be a member, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that he or she or such firm is so interested shall be disclosed or shall have been known to the Board of Directors or such members thereof as shall be present at any meeting of the Board at which action upon any such contract or transaction shall be taken; and any director of this corporation who is also a Director or Officer of such other Corporation, or who is so interested, may be counted in determining the existence of a Quorum at any meeting of the Board of Directors or of any committee, which shall be ratified by the majority of a Quorum of the Directors of the Corporation at any annual meeting, or at any special meeting called for such purpose, shall insofar as permitted by Law or by the Articles of Incorporation of the Corporation, be as valid and as binding as though ratified by each Director in the Corporation. This section further provides that Directors and Officers are exempted and excluded from personal liability to monetary damages relative to the conduct of business deemed to be in good faith and in the best interests of the Corporation.

Section 2 AMENDMENTS

This Corporation reserves the right through its Board of Directors to amend, change or repeal any provisions of these Articles of Incorporation in the manner now of hereafter prescribed by Law, and all rights conferred upon herein are subject to this reserved power.

Section 3 BY-LAWS

The authority to make By-laws for the Section 2 AMENDMENTS
is hereby expressly vested in the Board of Directors of this Corporation, subject to the powers of the Board of Directors to change or repeal such By-laws fixing their qualifications, classifications, terms or office or compensation, except as may be ratified by the voting Board of Directors.
BY-LAWS
of SPokenword LAB (SPLAB)

ARTICLE 1. OFFICES

The principal office of the Corporation shall be located in Seattle, County of King, Washington. The organization herein called SPLAB may have other offices either within or without the State of Washington, as the Board of Directors (“Board”) may designate or may require from time to time.

ARTICLE 2. BOARD OF DIRECTORS

2.1 GENERAL POWERS. The business and affairs of the Corporation shall be governed by the Board.

2.2. NUMBER, TENURE, AND QUALIFICATIONS. The Board shall be composed of a minimum of three (3) Directors and a maximum of nine (9) Directors; provided, however, that the number of Directors may be changed from time to time to any number not less than three (3) by an amendment of these By-laws, but no decrease shall in effect shorten the term of an incumbent Director. The term of office of the Director(s) of the Corporation shall be for a period of four (4) years. Each Director may stand reelection for two (2) consecutive terms, without penalty.

2.3 REGULAR MEETINGS.  A regular Board meeting shall be held quarterly with notice, given in writing, two weeks prior to the meeting. Such notice may include that notice provided by the regular distribution of the minutes of previous meetings, in which the next Board meetings are to be regularly noted whenever possible. By resolution, the Board may provide the time and place either within of without the State of Washington for holding annual and additional regular meetings. An annual meeting, so designated and determined by the Board, shall be the forum for each election, consistent with the terms of office.

2.4 SPECIAL MEETINGS. Special Board meetings may be called by, or at the request of the President, or any two (2) Directors. The person or persons authorized to call special meetings may fix any place either within or outside the State of Washington as the place for holding any special Board meetings called.

2.5 NOTICE. Written notice of each special Board meeting shall be delivered personally, emailed or mailed to each Director at the address they have provided to the Corporation as their official address at least two (2) days before the meeting. If such notice is mailed, it shall be deemed to be delivered when deposited in the United States mail properly addressed, with postage prepaid. If the notice is emailed, it shall be deemed to be delivered when such email is sent.

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular of special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

2.6 QUORUM.  A majority of the Directors shall constitute a quorum for the transaction of business at any Board meeting but, if less than such majority be present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

2.7 MANNER of ACTING.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board.

2.8 VACANCIES.  Any vacancy occurring on the Board may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of at a special meeting called for that purpose.

2.9 REMOVAL.  Any Director may be removed from office by a unanimous vote of the remaining Directors at any regular or special meeting of the Directors. Notice of the proposed removal of a Director must be given to such Director prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Director must state the cause for the proposed removal. Unexcused absence from four (4) consecutive meetings of the Board of Directors shall be due cause for removal, as determined by the Board. Such other removals shall be for just cause, which in this case, shall be considered impropriety, embezzlement, malfeasance and any other act which is not in the best interest of the Organization. In the absence of such act or acts the Founder and President of the Corporation shall enjoy a life-time tenure and association. In the case of mental and or physical incapacitation, the President/Founder may be removed from executive/managerial functions, but will remain a lifetime Director by association.

2.10 COMPENSATION.  By Board resolution, Directors may be paid for their expenses, if any, of attendance at each Board meeting, or a fixed sum for attendance at each Board meeting, or a stated salary as Director, or any combination of the foregoing. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

2.11 PRESUMPTION of ASSENT.  A Director of the Corporation present at a Board meeting at which action on any matter is taken shall be presumed to have assented to the action taken unless he/she files his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting thereof, or unless he/she forward such dissent by registered mail to the secretary of the organization immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent once the action becomes final.

2.12 ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the directors, or agreed to by a majority of directors by way of email. Any such written consent shall be inserted in the minute book as if it were the minutes of the Board meeting.

ARTICLE 3. OFFICERS

3.1 NUMBER.  The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary, may be elected or appointed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary, President and Vice President and Vice President and Treasurer.

3.2 ELECTION AND TERM OF OFFICE.  The officers of the Corporation shall be elected for four (4) year terms by the Board at the first regular Board meeting. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Each officer shall hold office until the next designated meeting and until his successor shall have been elected and qualified unless he resigns or is removed, (in accordance with provision of Article 2.9).

3.3 REMOVAL.  Any Officer or agent elected or appointed by the Board may be removed by the Board, whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed, in accordance with provision of Article 2.9.

3.4 VACANCIES.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

3.5 PRESIDENT.  The President shall be the principal executive officer of the Corporation and, shall supervise and control all of the business and affairs of the Organization; shall preside over Board meetings, unless the President appoints another officer to preside. The President may sign deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these By-laws to some other officer of agent of the Organization or is required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incidental to the office of President, and such other duties as may be prescribed by the Board from time to time; including the hiring and firing of Organizational Staff.

3.6 VICE PRESIDENT.  The Vice President may assume and perform the duties of the President in the absence of disability of the President, or whenever the office of the President is vacant, and shall perform such other duties and have such other powers as the Board of Directors of the President shall designate from time to time.

3.7 SECRETARY.  The Secretary shall: a) keep the minutes of the Board meetings in one or more books (or digital files) provided for that purpose; b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the Corporation is affixed to all documents, the execution which on behalf of the corporation under seal is duly authorized; d) keep a register of the post office address of each member as furnished to the Secretary by each member; e) in general; perform all duties incident to the office of the Secretary, and such duties as from time to time may be assigned to him or her by the President or by the Board.

3.8 TREASUER.  If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine, He/she shall charge and have custody of, and be responsible for, all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-laws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.

3.9 SALARIES.  The salaries of the Officers shall be fixed from time to time by the Board, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the Corporation.

ARTICLE 4. CONTRACTS, LOANS, CHECKS AND DEPOSITS

4.1 CONTRACTS.  The Board may authorize any Officer or Officer, agent of agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.

4.2 LOANS.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.

4.3 LOANS TO DIRECTORS AND OF OFFICERS PROHIBITED.  No loan shall be made by the Corporation to its Directors or Officers, unless approved unanimously by the Board; the Board shall use its discretion in determining the scope and extent of the loan, gift or scholarship. The Directors of the Corporation who vote for and assent to the making of a loan to a Director or Officer of the Corporation and any Officer or Officers participating in the making of such loan, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

4.4 CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issues in the name of the Organization, shall be signed by at least two (2) officers, agent or agents, of the Corporation in such a manner as is from time to time determined by resolution of the Board, but in all cases shall include the signature of the President. A discretionary fund shall be established on behalf of the President at such time as deemed appropriate, based upon the availability of funds.

4.5 DEPOSITS.  All funds of the Corporation inclusive of those not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, and other depositories as the Board may select. Books of accounts shall be open for inspection from time to time by the Board of Directors.

ARTICLE 5. FISCAL YEAR

The fiscal year of the Corporation shall be a calendar year. (In this case 1, January through 31, December.) At the close of each accounting year, a full audit will be conducted to reflect the fiscal condition of the Organization.

ARTICLE 6. SEAL

The seal as obtained with the discretion of the Board, shall consist of the name of the Corporation, and the year of its incorporation.

ARTICLE 7. WAIVER OF NOTICE

Whenever any notice is required to be given to any member or Director of the Corporation under the provisions of this chapter or under the provisions of the Articles of Incorporation or By-laws of the Organization, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be the equivalent of the giving of such notice.

ARTICLE 8. INDEMNIFICATION

To the full extent permitted by the Laws of Washington, the Corporation shall indemnify any person who was, or is a party to, or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Corporation or otherwise), by reason of the fact that he or she is or was Director of Officer of the Corporation, or is, or was serving at the request of the Corporation as a Director or Officer of another organization, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time, approve indemnification of any other persons which the Corporation has the power to indemnify under the Washington Corporations Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.

ARTICLE 9. AMENDMENTS

Ratified and Approved March 8, 2010

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