Northwest Horticultural Council
Articles of Incorporation
Know all men by these presents that we, the undersigned, having voluntarily associated ourselves together for the purpose of forming an incorporated company under the Non-profit Corporation Laws of the State of Washington, to-wit, Sections 3888 to 3900 to Remington’s Revised Statutes of Washington, do hereby pursuant thereto make, execute, and adopt in triplicate the following Articles of Incorporation, to-wit:
The name of this Corporation shall be Northwest Horticultural Council.
The principal place of business of the Corporation shall be in the City of Yakima, Yakima County, Washington (as amended on 7/18/97).
The term of existence of this Corporation shall be perpetual (as amended on 7/18/97).
The objects and purposes for which this corporation is formed are:
- To correlate and coordinate the activities of its members and to assist in handling problems common to the Northwest tree fruit industry including, but not being limited to, export problems, negotiation of trade agreements, securing just and equitable freight rates for both domestic and ocean transportation, spray residue and other general industrial problems and to serve, advise, and consult with County, State and Federal and Foreign Government Officials regarding laws, directives, orders and regulations, the form thereof, and classifications and differentiations and adjustments therein affecting deciduous tree fruits.
- To assist members in fulfillment of the purposes for which they are organized and to render assistance to members and to fruit growers and shippers in connection with industry problems.
- To collect and disseminate information of interest to growers and shippers.
To the foregoing ends the Corporation shall have the following powers:
- To represent members, and the interests of individual firms or corporations who are members of members, at all hearings and proceedings which affect the fresh fruit industry, either directly or indirectly, whether conducted by or under the auspices of International, Federal, State or Local officials or private industry.
- To perform on behalf of any member any act said member is authorized by law to perform.
- To enter into any contract or contracts with members or other persons, partnerships or corporations, to do all acts and things by this Corporation deemed necessary or advisable in order to carry out any of the purposes for which it is organized.
- To do any and all acts deemed necessary or advisable in the transaction of business for which it is organized, provided that no business shall be engaged in an act or thing done by the Corporation for its financial profit or gain. For all services rendered members of the Corporation, only such amounts shall be charged as may be necessary to pay the expenses of rendering such services, including all disbursements actually made, and all necessary expense reasonably incurred in running or managing the Corporation and in handling its affairs and such amounts, if any, as may be set aside to establish a surplus fund.
- To raise funds by levy or assessment upon the members for payment of expenses incurred or to be incurred by the Corporation or any duly authorized committee thereof or other organizations to which contributions may be made by the Corporation. The Corporation is authorized to accept contributions from non members.
- To contribute funds to any organization performing work for or on behalf of the Corporation or its members or in the interest of fresh fruit growers and shippers.
- To appoint committees to accomplish the purposes for which the Corporation is organized. Individuals may be appointed to committees, regardless of whether they are members of the Corporation or associated with any firm which is a member of a member of this Corporation.
- To delegate to any individual or organization the handling of any specific problem or matter.
- To employ a Secretary-Manager and other employees.
- To contract with any individual, partnership, or Corporation, including a member, to perform service for and on behalf of the Corporation for compensation.
- To prescribe by-laws for the Corporation which must be approved by the original members and which all stand until altered as prescribed thereunder.
- In addition to the foregoing, the Corporation shall have all of the powers granted to corporations pursuant to the statutes hereinabove referred to and shall have power to do any and all lawful things necessary or proper for advancing and carrying out the general objects and purposes herein expressed, and promoting the best interests of the members hereof and the advancement and promotion of the best interests of the said Corporation.
The number of Trustees of this Corporation shall be not less than 8 and not more than 14, as may be fixed by the by-laws. Initially there shall be 10 trustees who shall manage the affairs of said Corporation until the 1st day of November, 1947, to-wit:
Ralph Belyea Reuben G. Benz
J. A. Smith Lehm Brown
W. M. Kohagen F. E. Freshwater
J. E. Klahre John Duckwall
R. A. Reter Harold Holmes
IN WITNESS WHEROF we the Incorporation hereunto set our hands this 31st day of July, 1947.
J. A. Smith
W. M. Kohagen
Rueben G. Benz
STATE OF WASHINGTON )
. ) ss
COUNTY OF YAKIMA )
I, the undersigned, a Notary Public in and for the State of Washington, County of Yakima, aforesaid, duly commissioned, sworn and qualified, do hereby certify that on this 31st day of July, 1947, before me personally appeared Ralph Belyea, J. A. Smith, W. M. Kohagen, Rueben G. Benz, Lehm Brown and John Duckwall to me known to be the individuals who executed the within and foregoing Articles of Incorporation, and they severally acknowledged to me that they signed and executed the same as their free and voluntary acts and deeds for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this 31st day of July, 1947.
Notary Public in and for Washington,
Residing at Yakima, Washington