Articles of Incorporation - PNWS-AWWA - Drinking Water Management & Resources for Northwest Professionals

ORGANIZATIONAL MINUTES OF THE INITIAL BOARD OF TRUSTEES OF THE PACIFIC NORTHWEST SECTION OF THE AMERICAN WATER WORKS ASSOCIATION

Pursuant to applicable provisions of Oregon law, the undersigned, being all the members of the initial Board of Trustees of the Pacific Northwest Section of the American Water Works Association (the “Corporation”), hereby consent to the following actions being taken and the following resolutions being adopted without a meeting for the purpose of organizing the Corporation, and hereby direct that this written consent be filed with these minutes in the minute book of the Corporation. The Trustees of the Corporation have conferred, and unanimously agree, on each action prescribed and each resolution adopted below.

ARTICLES OF INCORPORATION
The Articles of Incorporation of the Corporation, filed with the Secretary of State of Oregon on May 2, 2001, are hereby approved and accepted; and the Secretary of the Corporation is hereby directed to place a certified copy thereof in the minute book of the Corporation.

BYLAWS
A proposed form of Bylaws for the regulation and management of the affairs of the Corporation has been submitted to and reviewed by the Trustees. Such Bylaws are hereby approved and adopted as the Bylaws of the Corporation, and the Secretary is hereby directed to note thereon the date of their adoption and to insert them in the minute book of the Corporation.

OFFICERS
Under authority of the Bylaws, the following persons are hereby elected to serve as the initial officers of the Corporation, With the titles shown next to their respective names, to serve until their successors are elected and qualify:

Kari Duncan, Chair
Chuck Kingston, Chair Elect
Kyle Kihs, Executive Director

OTHER ASSISTANTS, AGENTS, AND EMPLOYEES
The Trustees hereby authorize and empower the officers of the Corporation to hire and employ such assistants, agents and employees, for such duties, at such compensation, and on such terms and conditions as the officers may deem necessary or desirable and in the best interests of the Corporation.

ANNUAL ACCOUNTING PERIOD
The annual accounting period of the Corporation initially shall be the calendar year; provided, however, that the Trustees may change the annual accounting period after reviewing all the facts and circumstances at any time and from time to time.

BANK ACCOUNTS
The Treasurer, with the approval of the Chair, is hereby authorized and directed to open an account or accounts in the name and on behalf of the Corporation with such bank or banks as the Treasurer may select; and such bank or banks are hereby designated as depositories for the Corporation’s funds. Copies of the banking resolutions prepared and supplied by such bank or banks shall be attached hereto and made a part of these minutes. The Trustees hereby resolve that the foregoing resolutions be, and the same hereby are, adopted as the resolutions of the Corporation.

ORGANIZATIONAL EXPENSES
The Treasurer is hereby authorized and directed to pay all reasonable charges incident to or arising out of the organization of the Corporation and to reimburse any person or persons who have incurred any expenses or made any disbursements therefor.

PAYMENT OR REIMBURSEMENT OF EXPENSES ON BEHALF OF THE CORPORATION
It is contemplated that the Chair will pay or incur reasonable expenses in promoting and administering the charitable purposes and functions of the Corporation and in fulfilling the duties and responsibilities of the Chair’s office, including expenses for travel, transportation and similar purposes paid or incurred solely for the benefit of the Corporation. The Trustees hereby authorize and empower the Chair to pay or incur such reasonable expenses as the Chair deems necessary and in the best interests of the Corporation. The Chair is authorized and empowered, in turn, to authorize such other officers and employees of the Corporation as the Chair may determine to pay or incur reasonable expenses on behalf of the Corporation. The Trustees hereby authorize and empower the Corporation to pay or reimburse the Chair and such other officers and employees as the Chair may designate for all such necessary expenses upon presentation by them, from time to time, of itemized accountings of such expenses.

TAX REQUIREMENTS
In order to comply with legal requirements imposed on the Corporation, as well as on its Trustees and officers, the officers of the Corporation are instructed to obtain information and direction from the Internal Revenue Service or from the Corporation’s attorneys on withholding, social security, unemployment taxes and related requirements and to take whatever actions may be necessary or appropriate to comply therewithin.