Articles of Incorporation
Action by Written Consent of the Incorporator
ACTION BY WRITTEN CONSENT
OF THE INCORPORATOR OF
Pacific Northwest Bible Quizzing,
a Washington Non-Profit Organization
The undersigned, acting as the sole incorporator of Pacific Northwest Bible Quizzing, an independent non-profit organization (the "Organization"), hereby approves and adopts the following resolutions by this written consent without a meeting (this "Written Consent") pursuant to Section 24.03 of the Revised Code of Washington (RCW), which shall be effective upon the filing by the Secretary of State of Washington with a perpetual existence tenure:
RESOLVED, that a qualified group leader ("Qualified Group Leader"), as defined and limited by the Organization's bylaws ("Bylaws"), must profess theologically traditional Christianity, meaning they are in alignment with the Nicene Creed (Symbolum Nicaenum), the English translation of the Armenian version.
RESOLVED, that each person named in Appendix A is hereby recognized as a Qualified Group Leader of the Organization's general assembly ("General Assembly") as defined and limited by the Organization's bylaws ("Bylaws"), with all the rights and privileges thereof by virtue of this appointment and recognition, with immediate effect.
RESOLVED FURTHER, that the person named in Appendix B is hereby appointed and recognized as the coordinator ("Coordinator") of the Organization as defined by the Organization's bylaws ("Bylaws"), with all the authority and responsibility thereof by virtue of this appointment and recognition, with immediate effect.
RESOLVED FURTHER, that the Coordinator of the Organization is hereby authorized and directed to cause either by direct action or delegation the insertion of a copy of this Written Consent in the minute book of the Organization.
RESOLVED FURTHER, that the undersigned, the sole incorporator of the Organization, hereby resigns as the incorporator of the Organization, effective upon the commencement of the Organization's existence.
IN WITNESS WHEREOF, the signatories of Appendix A and B execute this Written Consent as of the date set forth above.
Date: September 14, 2024
Action by Unanimous Written Consent of the Qualified Delegates and Coordinator
ACTION BY UNANIMOUS WRITTEN CONSENT IN
LIEU OF FIRST MEETING OF THE QUALIFIED DELEGATES OF
Pacific Northwest Bible Quizzing,
a Washington Non-Profit Organization
The undersigned, constituting all of the current qualified group leaders ("Qualified Group Leaders") and the coordinator ("Coordinator") of Pacific Northwest Bible Quizzing, a Washington non-profit organization (the "Organization"), as defined by the Organization's bylaws ("Bylaws"), in lieu of holding a meeting of the same, hereby consent to the taking of the actions set forth herein, and the approval and adoption of the following resolutions by this unanimous written consent ("Written Consent") pursuant to Section 24.03 of the Revised Code of Washington (RCW):
Articles of Incorporation
RESOLVED, that the Articles of Incorporation of the Organization filed with the Washington Secretary of State hereby are adopted, ratified, and affirmed in all respects.
RESOLVED FURTHER, that the Coordinator of the Organization is authorized and directed to cause either by direct action or delegation the insertion of a certified copy of the Articles of Incorporation in the Organization's minute book.
Ratification of Actions by Incorporator
RESOLVED, that the Action by Written Consent of the Sole Incorporator and all actions taken by the Organization's sole incorporator in connection with the formation of the Organization are hereby in all respects approved, ratified, and affirmed for and on behalf of the Organization.
Mission
RESOLVED, that the mission ("Mission") of the organization shall be to encourage the most people to memorize the most verses of Scripture.
Adoption of Bylaws
RESOLVED, that the bylaws ("Bylaws") presented to the Qualified Group Leaders and Coordinator and attached hereto are adopted as the initial bylaws of the Organization to regulate the conduct of the Organization's operations and affairs.
RESOLVED FURTHER, that the Coordinator of the Organization is hereby authorized and directed to cause either by direct action or delegation the following:
- The production of a certificate of the adoption of the Bylaws, and
- The insertion of the Bylaws as so certified and as may be amended from time to time, in the minute book of the Organization.
Corporate Records and Minute Book
RESOLVED, that the Coordinator of the Organization is hereby authorized and directed to cause either by direct action or delegation the procurement of all corporate books and books of account that may be required by the laws of Washington or of any foreign jurisdiction in which the Organization may operate or which may be necessary or appropriate in connection with the operations of the Organization.
RESOLVED FURTHER, that the Coordinator of the Organization is authorized and directed to cause either by direct action or delegation the maintenance of a minute book containing the Articles of Incorporation, as filed with and certified by the office of the Washington Secretary of State and as may be amended from time to time, its Bylaws and any amendments thereto, and the minutes of any and all official meetings and actions of the Organization and duly constituted committees of the Organization, together with such other documents, including this Written Consent, as the Coordinator shall from time to time direct.
Annual Accounting Period
RESOLVED, that initially and until or unless otherwise defined by the Bylaws the fiscal year of the Organization shall end on August 31.
Principal Executive Office
RESOLVED, that initially and until or unless otherwise defined by the Bylaws the principal executive office of the Organization shall be 2307 Steamboat Loop E, Suite 201, Port Orchard WA 98366.
Non-Profit Status and Operation
RESOLVED, that the Organization is organized exclusively for religious, educational, and charitable purposes, optionally including, for such purposes, the making of distributions to other organizations that qualify as exempt organizations under the section 501(c)(3) of the United States Internal Revenue Code or corresponding tax code of a foreign country.
No part of the net earnings of this Organization shall inure to the benefit of, or be distributable to, its members, officers, or other private persons, except that the organization 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 herein. No substantial part of the activities of this Organization shall attempt to directly influence legislation, and this Organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Upon the dissolution of this organization, assets remaining shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and Operated exclusively for such purposes.
Payment of Expenses
RESOLVED, that the Coordinator of the Organization is hereby authorized and directed to cause either by direct action or delegation the payment of all expenses of the incorporation and organization of the Organization, including reimbursing any person for such person's verifiable expenses therefor.
Agent for Service of Process in Washington
RESOLVED, that the person named in Appendix B shall be appointed the Organization's agent for service of process in Washington.
Qualification to Operate
RESOLVED, that the Coordinator of the Organization is hereby authorized and directed for and on behalf of the Organization to take such action as the Coordinator may deem necessary or advisable to effect the improved qualification of the Organization to operate as a foreign organization in each country, state, province, or principality that the Coordinator may determine to be necessary or appropriate.
Authorization of Further Actions
RESOLVED, that the Coordinator of the Organization is authorized, empowered, and directed, for and on behalf of the Organization, to execute all documents and to take all further actions they may deem necessary, appropriate, or advisable to effect the purposes of each of the foregoing resolutions.
IN WITNESS WHEREOF, the signatories of Appendix A and B, being all of the current Qualified Group Leaders and the Coordinator of the Organization, have executed this Written Consent as of the date set forth below.
Date: September 14, 2024