Articles of Incorporation
of the Associated Recreation Council

(A Non-Profit Washington Corporation)
(Filed Sept 23, 1975)

ARTICLE I. NAME

The name of the corporation shall be: THE ASSOCIATED RECREATION COUNCIL.


ARTICLE II. DURATION

The duration of the Association Recreation Council's existence shall be perpetual.


ARTICLE III. PURPOSE

The purpose for which the Associated Recreation Council is formed is to benefit and support the Seattle Department of Parks and Recreation and its officially recognized Advisory Councils in providing adequate and quality public recreation programs.


ARTICLE IV. POWERS

In support of its purposes, this Association shall exercise all of the powers granted a non-profit corporation under the laws of the State of Washington, including with out limiting the generality of the foregoing, the following:

A. To solicit, receive, hold, administer any moneys, securities or other property which may be transferred to this Corporation by gift, devise, bequest or otherwise, for any of the uses and purposes above set forth to to invest, conserve, collect, use and disburse such moneys, securities or other property, and the incomce devised thereform, in accordance with the requests or directions, limitations and conditions attached by law thereto; and, if no requests, directions, limitations or conditions be expressed, then to use and dispose of the same for the uses and purposes herein specified, in accordance with the judgment and discretion of the Board of Directors of the Associated Recreation Council.

B. To assume any obligations, enter into contracts and other instruments, and do any and all things incidental to or expedient for the attainment of its corporate purposes.

ARTICLE V. LIMITATIONS

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, 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 this Article. No substantial part of the activies 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 in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Nothwithstanding any other provision of these articales, 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).


ARTICLE VI. DIRECTORS

1. Management: The affairs of the Associated Recreation Council shall be managed by a Board of Directors consisting of at least five (5) persons and no more than fifteen (15). The number, qualifications, terms of office, manner of selection, time and place of meetings and the power and duties of the directors shall be such as prescribed by the By-Laws of the corporation.
   
2. Initial Directors: The number of directors constituting the initial Board of Directors of the corporation shall be five. The names and address of persons who are to serve as initial directors of the corporation are as follows:
   

ARTICLE VII. MEMBERS

The Associated Recreation Council shall have only such members and classes of members, with such rights and privileges, as may be prescribed from time to time in the By-Laws and which are not inconsistent with any provision contained in these Articles of Incorporation.


ARTICLE VIII. BY-LAWS

The By-Laws of the Associated Recreation Council shall be adopted by the Board of Directors and may be altered, amended or repeals thereafter by the Board of Directors provided, however, no provision in the By-Laws shall be inconsistent with any provision contained in these Articles of Incorporation or any amendment thereto.


ARTICLE IX. LIQUIDATION OR DISSOLUTION

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, convey the remaining assets to the City of Seattle Depart ment of Parks and Recreation for public parks and recreation purposes provided, however, in the event that the Internal Revenue Services determines that such a transfer is not consistent with the tax exempt of the corporation then the Board of Directors shall dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed shall be disposed of by the Superior Court of King County, exclusively for such purposes or to such organizations, as said Court shall determin, which are organized and operated exclusively for such purposes.


ARTICLE X. REGISTERED OFFICE AND AGENT

The address of the Associated Recreation Council's initial registered office and the name of its initial registered agent at such address is:

ARTICLE XI. REPORTS

The Associated Recreation Council shall furnish reports at least annually to the Superintendent of Parks and Recreation, City of Seattle, Washington, or his/her designee such reports to be sufficient in content and nature to assist the Board of Park Commissioners, or its successor, in insuring that the Associated Recreation Council has invested its assets toward the furtherance of quality community recreation opportunity and has not engaged in any activity which would or could violate the non-profit status of the corporation as determined by the Internal Revenue Service.