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RESTATED ARTICLES OF INCORPORATION
OF
OREGON ADULT SOCCER ASSOCIATION, INC.
These Restated Articles of Incorporation of Oregon Adult Soccer Association,
Inc. supersede the heretofore existing Articles of Incorporation of Oregon
Amateur Soccer Association, Inc. and any and all amendments thereto.
ARTICLE I
Name and Classification
1.1 The name of the corporation is Oregon Adult Soccer Association, Inc.
1.2 The corporation is a public benefit corporation.
ARTICLE II
Purposes and Powers
2.1 The corporation is organized and shall be operated exclusively to develop,
promote and administer the game of soccer among adult players, men and women, in
the State of Oregon. Subject to the foregoing, the corporation may engage in any
lawful activity for which corporations may be organized and operated under the
Oregon Nonprofit Corporation Act and any amendments or replacements thereof.
2.2 The corporation is organized exclusively for religious, charitable,
scientific, literary or educational purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986 and any amendments or
replacements thereof (the "Code").
2.3 The corporation shall affiliate with and comply with the authority of the
United States Soccer Federation, Inc. and the United States Adult Soccer
Association, Inc.
ARTICLE III
Restrictions
3.1 No part of the net earnings of the corporation shall inure to the benefit
of, or be distributable to, its directors, its officers or other private
persons, except that the corporation may pay reasonable compensation for
services rendered and may make payments and distributions in furtherance of its
purposes.
3.2 No substantial part of the activities of the corporation shall consist of
carrying on propaganda or otherwise attempting to influence legislation, except
to the extent permissible under Section 501(h) of the Code. The corporation
shall not participate in, or intervene in (including the publishing or
distributing of statements), any political campaign on behalf of (or in
opposition to) any candidate for public office.
3.3 The corporation shall not carry on any other activities not permitted to be
carried on by a corporation exempt from federal income tax under Section
501(c)(3) of the Code or a corporation to which contributions are deductible
under Section 170(c)(2) of the Code.
ARTICLE IV
No Members
The corporation shall have no members.
ARTICLE V
Board of Directors
The affairs of the corporation shall be managed by a Board of Directors as
provided in the Bylaws of the corporation.
ARTICLE VI
Dissolution
Upon dissolution or final liquidation, after payment or provision for payment of
all liabilities and obligations of the corporation, the remaining assets of the
corporation shall be distributed to such other exempt organization or
organizations described in Section 501(c)(3) of the Code as the Board of
Directors shall determine.
ARTICLE VII
Limitation of Liability
To the fullest extent authorized by law, the personal liability of each director
of the corporation and each uncompensated officer of the corporation to the
corporation for monetary damages for conduct as a director or officer shall be
eliminated.
ARTICLE VIII
Indemnification
To the fullest extent authorized by law, the Board of Directors of the
corporation, acting on behalf of the corporation, may indemnify or advance costs
of defense, or commit the corporation to indemnify or advance costs of defense
in the future, to any person who is made, or threatened to be made, a party to
an action, suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (including an action, suit or proceeding by or in the
right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation or a fiduciary within
the meaning of the Employee Retirement Income Security Act of 1974 with respect
to any employee benefit plan of the corporation, or serves or served at the
request of the corporation as a director, officer, partner, trustee, agent or
employee, or fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise. In
exercising the authority granted by this Article, the Board of Directors may
choose, on the corporation's behalf, to utilize the procedures provided in the
Oregon Nonprofit Corporation Act, prescribe other approval processes or
eliminate any procedures for specific findings or further approval in the
individual matter. This Article shall not be deemed exclusive of any other
provision for indemnification of directors, officers, fiduciaries, employees or
agents that may be included in any statute, bylaw, resolution of the Board of
Directors, agreement or otherwise, either as to action in any official capacity
or action in another capacity while holding office.
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Oregon Adult Soccer Association
