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Under the provisions
of Chapter 24.03 RCW of the statutes of the
State of Washington, we, the undersigned,
with other persons of like mind to form a
corporation for promotional purposes, hereinafter
called the Pacific Aquaculture Caucus, or
PAC, agree to the following:
ARTICLE I. NAME
The name of the corporation is the Pacific
Aquaculture Caucus, or PAC.
ARTICLE II. TERMS OF EXISTENCE
The period of duration of the Pacific Aquaculture
Caucus is perpetual.
ARTICLE III. THE PURPOSES OF ORGANIZATION
The purpose of the Pacific Aquaculture Caucus
is to promote economically-viable and environmentally-responsible
aquaculture for the Pacific region through
sound public policy and best available science.
ARTICLE IV. QUALIFICATION OF MEMBERS
The membership of the Pacific Aquaculture
Caucus shall constitute all persons hereinafter
named as subscribers and such other persons
as, from time to time hereafter, may become
members in the manner provided in the by-laws.
Membership shall be open only to individuals.
Membership shall be available at two levels:
(a) Primary and (b) Secondary. A Primary Member
is eligible to be an elected Director and
elected Officer. A Secondary Member is not
eligible for election as a Director or Officer,
but may serve as a Director at Large, or on
Advisory Committees or Working Committees.
ARTICLE V. CAPITAL STOCK
The corporation shall have no capital stock
ARTICLE VI. DISTRIBUTION OF SURPLUS FUNDS
The corporation shall not distribute surplus
funds to its members, or other persons.
ARTICLE VII. RIGHTS OF RETURN OF MEMBERSHIP
A dissenting member is limited to the return
of his/her last annual dues.
ARTICLE VIII. PROVISION OF DISTRIBUTION OF
ASSETS ON DISSOLUTION OR FINAL LIQUIDATION
Active members of the corporation at the time
of dissolution or final liquidation shall
donate its assets to a nonprofit organization
in a field relevant to aquaculture and fisheries
by a process of selection.
ARTICLE IX. ADDITIONAL PROVISIONS
The incorporators elect to set forth the following
provisions, not inconsistent with law, for
the regulation of the internal affairs of
the corporation.
Section 1. Officers. The Officers of the Pacific
Aquaculture Caucus shall be a Chairman, a
Vice-Chairman, a Secretary/Treasurer, and
such other officers as may be provided in
time by the by-laws. The Officers shall be
elected at the annual meeting of the Board
of Directors or as provided in the by-laws.
The Officers shall be members of the Pacific
Aquaculture Caucus and hold office in accordance
with the by-laws.
Section 2. Directors. The business affairs
of the Pacific Aquaculture Caucus shall be
managed by the Board of Directors as stated
in the by-laws. Directors shall be elected
as provided in the by-laws.
ARTICLE X. ADDRESS OF THE INITIAL REGISTERED
OFFICE AND AGENT
The initial registered address of the Pacific
Aquaculture Caucus is:
10420 173rd Ave SW,
Manchester,
WA. 98353.
The name and address of the initial registered
agent is: Colin E. Nash.
ARTICLE XI. NUMBER, NAMES, AND ADDRESS OF
THE INITIAL BOARD OF DIRECTORS
The initial Board of Directors constitutes
3 (three) persons.
The names and residences of these persons
to serve as initial Directors are:
(i) Daniel P. Swecker
10420-173rd Avenue SW
Rochester, WA. 98579
(ii) William Dewey
c/o Taylor Shellfish Company, Inc.
130 SE Lynch Road
Shelton, WA. 98584
(iii) Colin E. Nash
13671 Madison Avenue NE
Bainbridge Island, WA. 98110
ARTICLE XII. NAMES AND ADDRESSES OF EACH
INCORPORATOR
The names and residences of the incorporators
are:
(i) Daniel P. Swecker
10420-173rd Avenue SW
Rochester, WA. 98579
(ii) William Dewey
c/o Taylor Shellfish Company, Inc.
130 SE Lynch Road
Shelton, WA. 98584
(iii) Colin E. Nash
13671 Madison Avenue NE
Bainbridge Island, WA. 98110
ARTICLE XII. PROVISIONS
The incorporators elect to set forth no provisions,
not inconsistent with law, for the regulation
of the internal affairs of the corporation
regarding the personal liability of Directors,
or provisions under this title which are required
or permitted to be set forth in the by-laws.
IN WITNESS WHEREOF, we, the undersigned subscribing
incorporators, have herein set our hands and
seals, this 16th day of August, 2000 for the
purpose of forming the Pacific Aquaculture
Caucus not for profit under the laws of the
State of Washington.
Signed:
Daniel P. Swecker
William Dewey
Colin E. Nash
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