AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OREGON WINE ADVOCACY COUNCIL doing business as the OREGON WINEGROWERS ASSOCIATION
Oregon Wine Advocacy Council, an Oregon nonprofit corporation (the “Corporation”), hereby adopts the following Amended and Restated Articles of Incorporation, which, pursuant to ORS Chapter 65, the Oregon Nonprofit Corporation Act (the “Act”), supersede the existing articles of incorporation and any and all amendments thereto:
The name of the Corporation shall be Oregon Wine Advocacy Council, and its duration shall be perpetual.
The Corporation is a nonprofit mutual benefit corporation.
1. The Corporation shall neither have nor exercise any power, nor shall it engage, directly or indirectly, in any activity that will invalidate its status as a Corporation which is exempt from federal income taxation as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986 as the same may hereafter be amended (the “Code”). References to the sections of the Code shall be construed to include corresponding sections of any future federal tax code.
2. The purpose for which the Corporation is organized is to engage in any lawful activity, none of which is for profit, for which corporations may be organized under the Act, and as the same may hereafter be amended.
The specific purposes of the Corporation are:
a. To represent and advocate for the membership on matters of mutual statewide interest on any matter not excluded by law
b. To encourage the development of winegrowing in Oregon, and to promote scientific, educational, and business efforts in connection therewith;
c. To assist the membership, without profit to the Corporation, in promoting the demand for vinifera grapes produced in Oregon and Oregon wine products; and
d. To serve as a liaison and representative body for the membership to other boards or associations, whether elected or appointed, with the partial or sole function of advancing the interests of the winegrowing industry in Oregon.
3. The Corporation shall have no capital stock and no part of the net earnings of the Corporation shall inure to the benefit of or be distributed to, its members, trustees, officers, directors 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 these Articles.
At the time of filing these Articles, the registered office of the Corporation is 1300 SW Fifth Avenue, Suite 2400, Portland, Oregon 97201, and the initial registered agent at such address is DWT Oregon Corp.
The Corporation shall have members within the meaning of the Act. The criteria and procedures for admission and maintenance of members, and the rights and privileges of members, shall be provided by the Bylaws of the Corporation.
The Corporation shall be managed by a Board of Directors as provided by law, by these Articles of Incorporation, and by the Bylaws. The number, qualifications, terms of office, manner of selection, time and place of meetings, and powers and duties of Directors shall be prescribed by the Bylaws of the Corporation.
These Articles may be amended as provided in the Act by the Board of Directors and the Professional Members as set forth in the Bylaws of the Corporation.
The personal liability to the Corporation or its members or any Director or uncompensated Officer for monetary damages for that person’s conduct as a Director or Officer is hereby eliminated; provided, however, that such Director or Officer shall remain liable for any breach of such Director’s or Officer’s duty of loyalty to the Corporation or its members, acts or omissions by such Director or Officer which are not in good faith or which involve intentional misconduct or knowing violations of law, unlawful distributions, transactions from which the Director or Officer derived an improper personal benefit, and any act or omission in violation of ORS 65.361 to 65.367, as in effect on the date of these Articles.
1. Pursuant to ORS 65.387 to 65.414, the Corporation shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other than an action by or in the right of the Corporation) by reason of or arising from the fact that such person is or was a Director or Officer of the Corporation. The determination and authorization of indemnification shall be made as provided in the Act.
2. The Corporation may pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as provided in the Act.
3. At the discretion of the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any Liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such Liability under the provisions of this Article.
4. The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of these Articles, agreement, vote of the Board of Directors, or otherwise.
5. The terms used in this Article shall have the same meanings given them in ORS 65.387 to 65.414.
Upon dissolution or final liquidation of the Corporation, after paying or making provision for the payment of all liabilities of the Corporation, the Board of Directors shall distribute any remaining assets of the Corporation exclusively to an organization or organizations that have purposes similar to an organization or organizations recognized as exempt under Code Section 501(c)(6).
The undersigned, being Secretary of the Corporation, hereby certifies that the foregoing Amended and Restated Articles of Incorporation were duly adopted by vote of the Professional Members of the Corporation effective January 15, 2016.
DATED this day of January 2015.