Sylvan-Highlands Neighborhood Association (SHNA)

Restated Articles of Incorporation

As of November 13, 2002

RESTATED NONPROFIT ARTICLES OF INCORPORATION OF THE
SYLVAN-HIGHLANDS NEIGHBORHOOD ASSOCIATION


ARTICLE I
CORPORATION NAME
This corporation is named Sylvan-Highlands Neighborhood Association (SHNA) and its duration shall be perpetual.

ARTICLE II
REGISTERED AGENT
The Executive Director of Neighbors West-Northwest Coalition is SHNA’s registered agent.

ARTICLE III
REGISTERED AGENT ADDRESS
The SHNA registered agent address is:
Sylvan-Highlands Neighborhood Association c/o Neighbors West-Northwest Coalition
1819 NW Everett St. #205
Portland, OR 97209

ARTICLE IV
ADDRESS FOR MAILING NOTICES
The SHNA mailing address is:
Sylvan-Highlands Neighborhood Association
c/o Neighbors West-Northwest Coalition
1819 NW Everett St. #205
Portland, OR 97209

ARTICLE V
ADDITIONAL PROVISIONS

SECTION 5.1 PURPOSE & POWERS
SHNA’s purposes include enhancing the livability of the SHNA area through:
· Education and the research and exchange of information,
· Providing an open process by which area residents may involve themselves,
· Performing activities related to said purposes, and other purposes permitted by the SHNA bylaws.

SHNA is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Internal Revenue Code (IRC) § 501(c)(3), or corresponding sections of any future federal tax code.

SECTION 5.2 RESTRICTIONS
SHNA is intended to qualify as a tax-exempt organization within the meaning of IRC § 501(c)(3), or corresponding sections of any future federal tax code. No part of SHNA’s net earnings shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons. However, SHNA 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 Article V. No substantial part of SHNA’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation. SHNA 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.
Notwithstanding any provisions of these Articles, SHNA shall not carry on any activities impermissible to any organization (a) exempt from federal income tax under IRC § 501(c)(3), or corresponding sections of any future federal tax code or (b) eligible for deductible contributions under IRC § 170(c)(2), or corresponding sections of any future federal tax code.

SECTION 5.3 DIRECTORS
The membership may override a Board decision with a two-thirds vote at a membership meeting. If the Board exercises emergency powers before presenting the matter to the membership then the Board shall present its action(s) at a membership meeting within forty-five days for review and ratification. Special membership meetings may be set by the Chairperson or upon the request of at least one-half of the Directors currently in office or at least fifteen current members.

The personal liability of a Director or officer to SHNA or its members for monetary damages for conduct as a Director or officer is eliminated to the fullest extent allowed by current or future law. A Director or officer generally avoids liability by acting in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner the Director or officer reasonably believes to be in SHNA’s best interests. Acts of gross negligence and intentional acts may create personal liability.

SECTION 5.4 AMENDMENTS
All or part of these Articles may be amended by a two-thirds vote of the members at a membership meeting with a quorum present. Notice and text of the amendment(s) shall be provided in accordance with the Oregon Nonprofit Corporation Act.

ARTICLE VI
CORPORATION TYPE
SHNA is organized as a public benefit nonprofit organization.

ARTICLE VII
MEMBERSHIP
SHNA shall have members.

ARTICLE VIII
ASSET DISTRIBUTION UPON DISSOLUTION
Upon the dissolution of SHNA, the Board of Directors shall, after paying or making provisions for payment of all SHNA liabilities, distribute all SHNA assets for the exempt purpose(s) within the meaning of IRC § 501(c)(3), or corresponding sections of any future federal tax code, to the federal government and/or a state or local government for the public purpose. Any such asset not disposed of shall be disposed of by a court of competent jurisdiction in Multnomah County, Oregon, exclusively for the purpose(s) or to the organization(s) determined by the court which are organized and operated exclusively for such purposes.