ARTICLES OF INCORPORATION of
RENAISSANCE
LAWYER SOCIETY
FIRST: The name of the corporation is Renaissance Lawyer Society (the "Corporation").
SECOND: The period of duration of the Corporation is perpetual.
THIRD: The purposes for which the Corporation is organized are charitable, scientific, literary and educational purposes concerning the progress, development and enlightenment of the legal profession, the members and organizations of the legal community and the legal system at large; provided that such purposes and activities of the Corporation are only as permitted an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").
To further these purposes, with the limitations set forth here, the Corporation will have and may exercise all of the powers conferred by the laws of the State of Delaware, including all powers necessary and convenient to effect any or all of its purposes, and will have and may exercise additional powers which may be conferred by law.
FOURTH: The Corporation’s purposes and powers are each and all subject to the limitation that:
(a) This Corporation is not organized for profit.
(b) No part of the net earnings of the Corporation can inure to the benefit of
§ any director, trustee, creator, or organizer of the Corporation, or
§ substantial contributor to it, or
§ any private individual,
except that reasonable compensation for actual services rendered to or for the Corporation and reimbursement of reasonable expenditures that further one or more of its exempt purposes may be provided.
(c) The private property of the directors, officers and members of the Corporation is not available for payment of the corporate debts to any extent whatever.
(d) The Corporation has authority
§ to accept as contributions personal property and real property, and to sell, mortgage, encumber, hypothecate, lease, receive, administer, maintain, use and employ, in whole or in part, its income, funds, securities and property, real and personal as an association organized and operated exclusively for educational, charitable, and other nonprofit purposes beneficial to the public, as such terms and purposes are used and defined in or in connection with Section 501(c)(3) of the Code and regulations thereunder, and
§ to pursue such objects and purposes directly, or by contribution to organizations that qualify as exempt organizations described in Section 501(c)(3) of the Code or organizations which are treated for U.S. tax purposes as so qualifying, or by program-related investments as defined in Section 4944(c) of the Code.
(e) Despite any other provision of this Certificate, the Corporation will not
§ conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Code and the regulations, or
§ engage in activities that are prohibited by an organization contributions to which are deductible under Section 170(b)(1)(A) of the Code and regulations.
FIFTH: The Corporation will not have the authority to issue capital stock. The Corporation will be a membership corporation. The members of the Corporation will initially consist of the persons named in Article EIGHTH of this Certificate of Incorporation and afterwards will consist of the persons who meet the qualifications for directors of the Corporation set out in this Certificate of Incorporation and in the By-Laws of the Corporation.
SIXTH: The directors of the Corporation will be elected in the manner, for the terms, and on the conditions prescribed in the By-Laws of the Corporation.
SEVENTH: Provisions for the regulation of internal affairs of the Corporation will be set out in the By-Laws of the Corporation, to the extent that they are not set out here as follows:
(1) No directorship or officership in this Corporation is assignable inter vivos or passable to any personal representative, heir, or devisee of any director or officer.
(2) This Corporation shall not have nor exercise any power or authority either expressly, by interpretation, or by operation of law, nor shall it directly or indirectly engage in any activity that will prevent this Corporation from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(3) of the Code and the regulations thereunder.
(3) No substantial part of the activities of this Corporation will consist of carrying on propaganda or otherwise attempting to influence legislation; this Corporation will not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office; nor will it in any manner engage in activities that are unlawful under the laws of the United States of America, the State of Delaware, or any other jurisdiction where such activities are carried on.
(4) This Corporation will never operate for the primary purpose of carrying on a trade or business for profit. Neither the whole nor any part or portion of the assets or net earnings of this Corporation will be used, nor will this Corporation ever be organized or operated for purposes that are not exclusively educational, charitable, or otherwise permitted by Sections 501(c)(3) and 509(a)(3) of the Code and the regulations thereunder.
(5)
No compensation or payment will ever be paid or made to any director, officer,
trustee, creator, or organizer of this Corporation or substantial contributor to it,
except as a reasonable allowance for actual expenditures or service actually made or
rendered to or for this Corporation; provided, neither the whole nor any part or portion
of the assets or net earnings, current or accumulated, of this Corporation will ever be
distributed to or divided among any of such persons; provided further, that neither the
whole nor any part or portion of such assets or net earnings will be used for, accrue to,
or inure to the benefit of any private individual or entity within the meaning of Section 501(c)(3)
of the Code and the regulations thereunder.
(6)
The Corporation may be liquidated or dissolved, and any such liquidation or
dissolution may be carried out in the manner prescribed by the By-Laws of the Corporation,
but any assets of the Corporation available for distribution after payment of its lawful
debts and satisfaction of applicable legal obligations shall be transferred or assigned
only to a corporation or other legal entity which is dedicated to charitable or
educational purposes and which would then qualify under the provision of Section 501(c)(3)
of the Code and the regulations thereunder.
EIGHTH: The number of directors constituting the Board of Directors of the
Corporation will be fixed by the By-Laws of the Corporation.
The number of initial directors is two, and the names and addresses of the persons
to serve as the initial directors until the first meeting or until their successors are
elected and qualified are:
Name Address
J.
Kim Wright
250 Northwest Cornelius Pass Road
Hillsboro, OR 97124
Carolyn
E. Hansen
181 Quannacut
Road
Pine Bush, NY 12566
NINTH: A director of the Corporation will not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the Corporation,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or
(iii) for any transaction from which the director derived any improper personal benefit.
If the Delaware General Corporation Law is amended after the effective date of this article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification
of the foregoing paragraph shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
TENTH: The address of the Corporation's initial registered office in the State
of Delaware is Green, Green, Godowsky & McFadden, Suite
200, 4 East 8th Street, Wilmington, Delaware 19801.
The name of its registered agent at such address is Rory Colton Godowsky.
ELEVENTH:
The name and address of the incorporator is:
Name
Address
Carolyn
E. Hansen
181 Quannacut
Pine Bush, NY 12566
Dated: _______________________________
Carolyn E. Hansen
Incorporator
RL
Articles of Inc/a:8/18/01
Revised
9/04/01
BY-LAWS
OF Renaissance Lawyer Society
ARTICLE
1: BOARD OF DIRECTORS
Section 1.1. Number, Qualifications, Election and Term of Office.
The number of directors will be not more than 11. The initial directors may elect additional directors by two-thirds vote at their organizational meeting or by Unanimous Consent Resolution.
Directors will be elected annually by the two-thirds vote of all the directors, and each will hold office until the end of the next Annual Meeting of the Board of Directors (“Board”). Any director may be removed, whether or not for cause, by a vote of two-thirds of all other directors at a special meeting called for that purpose.
The directors will elect, by two-thirds vote of a quorum, a
Chairperson of the Board and a President of the Executive Committee.
The Chairperson will preside at all meetings of the Board or, in the absence of the
Chairperson, the President serving as Vice-Chairperson.
Section 1.2. Vacancies.
If there is a vacancy in the Board, a successor may be elected by a
two-thirds vote of the remaining directors to fill the remainder of the term within thirty
days of the vacancy.
Section 1.3. Resignation.
A director may resign at any time by giving written notice of
resignation to a member of the Board of the Corporation.
Section 1.4. Powers and Duties.
The Board will have general power:
§ to manage and control the affairs and property of the Corporation,
§ to establish classes of membership with benefits and responsibilities as may be established by the Board and which may or may not have voting rights,
§ to adopt rules and regulations by majority vote governing the action of the Board,
§ to distribute and pay monies received by the Corporation from time to time, with full and complete authority,
provided that the fundamental purposes and operating
restrictions of the Corporation, as expressed in the Certificate of Incorporation, will
not thereby be violated or amended.
Section 1.5. Compensation.
By resolution of the Board, a fixed sum for expenses of attendance may be allowed for attendance at each regular or special meeting of the Board.
In addition, the Board will have the power, in its discretion, to pay directors a fixed sum for attendance at each meeting of the Board or, alternatively, a reasonable compensation or fee as allowed under Section 4941 of the Internal Revenue Code of 1986, as amended (the “Code”).
No director is precluded from serving the Corporation in any other capacity and receiving compensation in that capacity.
Members of the Executive Committee may be permitted similar
reimbursement of expenses and compensation for attending meetings of the Executive
Committee.
Section 1.6. Place of Meeting.
The Board may hold their meetings at any place and any time as the
Board may determine, including teleconference or electronic or other means.
Section 1.7. Regular Meetings: Notice.
Regular meetings of the Board will be held annually with notice at a time and place or by means determined by the Board. No notice need be given of the first meeting of the Board.
Financial reports of the Corporation prepared either by the Treasurer
or by independent public accountants will be provided for each regular meeting of the
Board, or as provided by the Board.
Section 1.8. Special Meetings: Notice.
Special meetings of the Board may be held at any time and place,
including by teleconference or other electronic means, upon the call of the Chairperson of
the Board, or any two directors. The Secretary will give each director ten days’ written
notice of the time, place, means, and purpose of every special meeting of the Board.
Section 1.9. Annual Meeting.
The annual meeting of the Board for the appointment of officers will
be held at any time and place determined by the Board with notice given in a manner
similar to notice of a regular meeting. The annual meeting may be held by teleconference
or electronic or other means.
Section 1.10. Quorum: Adjournment of Meetings.
A majority of the directors in office will constitute a quorum for the transaction of business. However, if at any meeting of the Board there is less than a quorum present, the directors present may adjourn the meeting from time to time until a quorum is obtained. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
A resolution in writing, signed by all of the directors, will be as
valid as if it had been passed at a meeting of the directors duly called and constituted.
Section 1.11. Voting.
The act of a majority of the directors present in person or by other
means at a meeting at which a quorum is present will be the act of the Board, unless the
act of a greater number is required elsewhere in these By-Laws.
Section 1.12. Nomination Committee.
A Nomination Committee of two members of the Board appointed by the
Chairperson may be convened as determined by the Chairperson for purposes of nominating
new directors. The Nomination Committee will
report its recommendations to the directors at least ten days prior to the Annual Meeting.
ARTICLE 2: OFFICERS
Section 2.1. Number and Qualifications.
The officers of the Corporation will be a Chairperson of the Board, a President, a Secretary and a Treasurer, and any other officers the Board may appoint as provided in Section 2.4.
The Board may create an Executive Committee for day-to-day operations.
Section 2.2. Appointment and Term of Office.
The officers of the Corporation will be chosen at the Annual Meeting
of the Board by a majority of the directors present at the meeting.
Each officer will hold office until the next annual Meeting of the Board.
Section 2.3. Compensation.
Officers will serve with compensation agreed upon by the Board that is consistent with compensation allowed under Section 4941 of the Code.
Section 2.4. Other Officers.
Under Section 2.1, the Board may appoint other officers it considers necessary. These officers will have the authority and perform the duties determined by the Board. The Board may determine that the officers receive reasonable compensation that is consistent with these By-Laws and authorized or permitted by law.
Section 2.5. Chairperson of the Board: Powers and Duties.
The Chairperson will
§ preside over the Board
§ carry out other duties the Board prescribes
§ perform other duties necessarily incident to the office of Chairperson
§ conceive and formulate policies and activities and submit these to the full Board for discussion, amendment and approval in the form of operational decisions.
In consultation with the Board, the Chairperson will be the officer in charge of the Corporation’s external affairs.
Section 2.6. President: Powers and Duties.
The President will
§ oversee the activities of the Corporation, subject to the decisions of the Board
§ perform other duties, including chairing the Executive Committee, as are necessarily incident to the office of President.
Section 2.7. Secretary: Powers and Duties.
The Secretary will
§ attend and keep the minutes of all meetings of the Board,
§ issue proper notices of all meetings
§ perform all other duties which are incident to the office of Secretary
§ perform other duties as the Board or the President may prescribe.
The Secretary will
§ have custody of the minute book of the Corporation and the corporate seal of the Corporation
§ have authority to affix the seal to any instrument requiring it, and when the seal is affixed, to attest to it by signature.
The Secretary may attest instruments signed by the President.
The Board may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature.
Section 2.8. Treasurer: Powers and Duties.
The Treasurer will
§ collect all monies due the Corporation
§ have custody of the funds of the Corporation
§ place the Corporation funds in depositories approved by the Board.
The Treasurer will
§ approve payment of all bills against the Corporation
§ perform all other duties which are incident to the office of Treasurer
§ perform such other duties as the Board or the President may from time to time prescribe.
The Treasurer will
§ record and submit to the Board a report of all receipts and disbursements and a report of the financial condition of the Corporation, both of which reports the Board may cause to be audited by a firm of certified accountants of its own selection.
§
at the discretion of the Board, furnish a satisfactory bond in such sum as
the Board will prescribe.
Section 2.9. Removal.
Any officer of the Corporation may be removed
without cause by a vote of three-quarters, or with cause by a vote of two-thirds, of the
Board at a special meeting called for that purpose. In the event that there are three directors or less, removal without
cause requires a unanimous vote.
The Board may appoint any committees, including an Executive
Committee, as it considers advisable. The Board may delegate to a committee any powers, except the powers to
amend the By-Laws or to fill vacancies on the Board.
ARTICLE 4: CONTRACTS, CHECKS, BANK
ACCOUNTS, INVESTMENTS, ETC.
Section 4.1. Checks, Notes, Contracts, etc.
The Board is authorized to
§ select such depositories as deems proper for the funds of the Corporation
§ determine who will be authorized on the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents, provided that unless so authorized by the Board, no officer, agent or employee will have any power or authority to
- bind the Corporation by any contract or agreement,
- pledge its credit, or
- render it liable for any purpose or in any amount.
Section 4.2. Investments.
The funds of this Corporation may be
§ retained in whole or in part in cash
§ invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds, or other securities,
as the Board in its uncontrolled discretion may deem desirable,
but no investments will be made that subject the Corporation to tax under Section 4944 of the Code or the regulations thereunder.
Section 4.3. Loans.
The Corporation will make no loans to its directors or officers.
Section 5.1. Office.
The initial principal office of the Corporation will be at 250
Northwest Cornelius Pass Road, Hillsboro, Oregon 97124.
The Corporation may also have offices at such other places inside or outside the
United States as the Board of the Corporation may from time to time determine.
Section 5.2. Books.
The Corporate will keep, at the principal office,
§ correct books of account of the activities and transactions of the Corporation,
§ a minute book, which will contain a copy of the Certificate of Incorporation, a copy of these By-Laws, and all minutes of the meetings of the Board.
The Board may provide for periodic audits of the books of account by
an independent public accountant that it selects.
When any notice must be given to any director the person entitled to the notice may sign a written waiver of notice, before or after the time stated in it, and it will be equivalent to the giving of notice. Presence at a meeting without objection also waives notice.
Any action that must or may be taken at a meeting of the directors may be taken without a meeting if all the directors sign a consent in writing, setting forth the action so taken.
The consent will have the same force and effect as a unanimous vote of the directors.
The Fiscal Year of the Corporation
begins January 1 of each year and ends on December 31 of that year.
§ No director, officer, employee, or person connected with the Corporation,
§ No member of any advisory committee or panel,
§ No other private individual or entity
will receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation; but this will not prevent the payment to any person or entity of reasonable compensation for services to or for the Corporation furthering any of its purposes as will be fixed by the Board.
No person or entity will be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.
All directors of the Corporation will be considered to have expressly consented and agreed that upon dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation then remaining in the hands of the Board will be distributed, transferred, conveyed, delivered, and paid over to such eleemosynary institutions which
(i) are organized and operated for purposes substantially similar to those of the Corporation, and
(ii) qualify as exempt organizations within Section 501(c)(3) of the Code,
and upon such terms and conditions and in such amounts and proportions as the Board may impose and determine, to be used by the eleemosynary institutions for similar or kindred purposes as are set forth in the Certificate of Incorporation of the Corporation.
The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
The Corporation may indemnify any person who was or is a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she
§ is or was a director, officer, employee or agent of the Corporation, or
§ is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, or
§ is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation.
However, no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought will determine upon application that, despite the adjudication of liability in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court will deem proper.
To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding or in defense of any claim, issue or matter, he or she will be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in that connection.
Any indemnification under this Article (unless ordered by a court) will be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Article. The determination will be made
(1) by the Board, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or
(2) by independent legal counsel in a written opinion, if a Board quorum of directors who are not parties to the action, suit or proceeding is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs.
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it will ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.
The indemnification provided by this Article will not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and will continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs, executors and administrators of such a person.
The Corporation will have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article.
For purposes of this Article, references to “the Corporation” will include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who
§ is or was a director, officer, employee or agent of such constituent corporation, or
§ is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,
will stand in the same position under this Article with respect to the resulting or surviving corporation as if its separate existence had continued.
For purposes of this Article, references to “other enterprise”
will include employee benefit plans; references to “fines” will include any excise
taxes assessed on a person with respect to any employee benefit plan; and references to
“serving at the request of the Corporation” will include any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good faith and
in a manner he or she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan will be deemed to have acted in a manner “not
opposed to the best interests of the Corporation” as referred to in this Article.
Section 11.1.
These By-Laws may be altered, amended or repealed (except as provided in Section 11.2 of this Article) at any regular or special meeting of the Board by affirmative vote of two-thirds of the directors voting at a meeting at which a quorum is present.
Section 11.2.
The directors will not have power to alter or amend the By-Laws in any manner that would permit any director, officer, agent or employee of the Corporation ever to
§ receive any compensation or any pecuniary profit from the operations of the Corporation (except reasonable compensation for services actually rendered to the Corporation and reimbursement of expenditures incurred in effecting one or more of its purposes),
§ receive any part of the property or assets of the Corporation upon its dissolution or termination,
§
permit any part of the activities of the Corporation to consist of carrying
on propaganda or otherwise attempting to influence legislation.
Section 11.3.
The Certificate of Incorporation of the Corporation may be altered,
amended or repealed by the affirmative vote of at least three-fourths of the entire Board.
No amendment, alteration or repeal will be effected which would result in the
denial of tax-exempt status under Section 501(c)(3) of the Code and the regulations
thereunder.