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ARTICLES OF INCORPORATION FOR NORTH CHAPTER SOCCER REFEREE ASSOCIATION - A Washington Nonprofit Corporation.

The undersigned incorporator in order to incorporate North Chapter Referee Association as a nonprofit corporation in accordance with Chapter 24.03 of the Revised Code of Washington hereby signs in duplicate these Articles of Incorporation.

1. The name of this corporation is North Chapter Soccer Referee Association, hereinafter referred to as "North Chapter."
2. The period of duration of this corporation shall be perpetual.
3. The purposes and objectives of North Chapter are organizational and educational and include the following:
   1. To improve and enhance the quality of soccer officiating by providing training and educational programs, mutual support and encouragement, licensing assistance and opportunities for obtaining game assignments.
   2. To promote interest in soccer officiating and to increase the number of qualified soccer officials registered with United States Soccer Federation (USSF), Washington Officials Association (WOA), and National Intercollegiate Soccer Officials Association (NISOA) in the service area.
   3. To further the development of soccer and soccer related programs in the service area.
   4. To facilitate the distribution of compensation received by officials providing services to organizations whose games they officiate.
   5. To encourage and develop the physical fitness of the members.
   6. To assist in the development of soccer officials who will conduct themselves in a competent and professional manner and who will constantly seek to improve their performance.
   7. To represent the interests of soccer officials to the governing boards of soccer organizations in the service area.
   8. To develop soccer officials who will be able to officiate games at all levels.
   9. To organize and govern the soccer officials served by North Chapter.
4. Membership in North Chapter is limited to registered USSF, WOA, and NISOA soccer officials. Any other persons who subscribe to the purposes and objectives of North Chapter may become members by a majority vote of the directors.
5. Fees paid through North Chapter to members for providing officiating services to soccer organizations shall be subject to an assessment determined by the directors for administrative costs of the corporation and for maintaining, repairing, improving, reconstructing, replacing and regulating any property or equipment which the corporation may acquire. Such assessments may also be used to compensate the person or persons assigned by the board of directors to administer the assignment of games to members. The assessments may be either in the form of a fixed percentage of game fees and/or a fixed amount. In any event, such assessments shall apply equally to all members.
6. The address of the initial registered office of the corporation is 2418 California St., Suite B, Everett, Washington, 98203, and the name of the initial registered agent of this corporation is Ms Naomi Johnson.
7. The initial board of directors shall be constituted of four director-officers and three directors-at-large who qualify for membership in North Chapter as defined in Section IV.

   Any vacancy occurring in the initial board of directors, prior to the term expiration, regardless of the cause therefor, shall be filled by the action of the remaining directors on the board. The terms of the directors shall end on the day of the month on which the annual meeting of members is held in the year of the expiration of the terms of the initial board. Thereafter, at the expiration of the term of each of such directors, a director shall be elected for a term of two years to fill the vacancy. In any event, each director shall serve until a successor is elected and qualified and shall be elected at an annual meeting of the members

8. No Director of this organization shall be personally liable to the corporation or to its members for monetary damages for conduct as such director; PROVIDED, however, that this provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money property, or services to which the director is not legally entitled.
9. The name and address of the incorporator is Brian M. Langlais.
10. In the event of dissolution of the corporation, the net assets of the corporation shall be distributed to one or more soccer organizations to be selected by the board of directors.
11. As determined by its directors, this corporation may establish and maintain reasonable reserves necessary to meet its goals and objectives.

Dated 1998