Articles of Incorporation

 

WHEREAS, the Washoe Tribe of Nevada and California is organized under the provisions of

the Indian Reorganization Act of June 18, 1934 (48 Stat 984), as amended, to

exercise certain rights of home nile and to be responsible for the general welfare

of its membership; and

 

WHEREAS, under Article VI, Section 1 of the Constitution of the Washoe Tribe of Nevada

and California (“Washoe Tribe”), the Washoe Tribal Council has the authority to

promulgate ordinances; and

 

WHEREAS, the Washoe Tribal Council enacted the Washoe Non-Profit Corporations Code

(“Title 35”) on January 27, 2015; and

 

WHEREAS, Section 35-80-030 of Title 35 requires the Washoe Tribal Council to approve by

resolution the Articles of Incorporation for nonprofit corporations incorporating

under Title 35; and

 

WHEREAS, the Wa She Shu Foundation, a nonprofit entity founded by members of the Tribe,

incorporated under Title 35 on March 2,2015; and

 

WHEREAS, the Washoe Tribal Council has reviewed the “Wa She Shu Foundation Articles of

Incorporation,” attached as “Exhibit A” and incorporated herein.

 

NOW THEREFORE BE IT RESOLVED that the Washoe Tribal Council hereby approves of the

“Wa She Shu Foundation Articles of Incorporation.”

 

Resolution No. 2015-WTC-15: Approving the Wa She Shu Foundation Articles of Incorporation

 

CERTIFICATION

 

It is hereby certified that the Tribal Council of the Washoe Tribe of Nevada and California,

composed of twelve (12) members, of whom (11), constituting a quorum, were present at a

meeting duly held on the 26 day of March, 20th, and that the foregoing resolution was

adopted by the affirmative vote of _7_ for, _O_ against, and _4_ abstentions, pursuant to the

authority contained in Article VI, Section 1, of the Amended Constitution of the Washoe Tribe

of Nevada and California.

Date: 4/6/2015 Lisa Christensen, Secretary/Treasurer

 

 

 

 

The name of this corporation is the Wa She Shu Foundation. Its duration shall be purpetual

 

The Washoe Tirbe of Nevada and California, a federally recognized Indian Tribe ("Washoe Tribe," "Tribe" or "Tribal"), is the beneficial owner of all lands held in trust for the Tribe by the United States of America ("Washoe Reservation"). The Washoe Tribe seeks to provide for the health and wellness, education, property rights, and the economic dignity of the Tribe's members ("Tribal Members") in order to preserve the Tribe's unique history and culture. The Tribe has experienced generations of trauma, including the loss of its lands and benefits from the federal government. As a result of this historical and ongoing trauma, the Tribe and its Tribal Members continue to lack access to resources and opportunity. The Tribe has an extremely high poverty and unemployment rate and experiences continued underfunding from the federal government. There are very few jobs on or near the Reservation. Due to lack of training and education opportunities many Tribal Members cannot compete with the general public in order to obtain employmnet on or off the Reservation.

 

1. The Wa She Shu Foundation ("Foundation") is a (c)(3) nonprofit corporation organized pursuant to the "Washoe Nonprofit Corporations Code," Title 35 of the Washoe Law and Order Code. The purpose of the Foundation is limited to exempt charitable and educational purposes as described in Internal Revenue Code ("IRC") § 501(c)(3), applicable regulations, and Title 35-30-010. Notwithstanding other provisions in these Articles, the purposes listed in these Articles will be limited exclusively to exempt purposes within the meaning of IRC § 501(c)(3) and Title 35-30-010.

2. The specific purposes of the Foundation are:

     A. To generally improve the lives of the Washoe Tribal members and improve the Washoe Tribe's ability to address the effects of an extremely high poverty and unemployment rate of the Washoe Tribe and its Tribal members; and

     B. To provide for training, education, and employment opportunities for Tribal members to alleviate the Tribe's extremely high poverty and unemployment rate; and

     C. To generally promote, aid, and encourage business development and business opportunities on the Washoe Reservation for the benefit of the Washoe Tribe and its Tribal Members.

 

The Foundation shall have the power to:

1. To sue and be sued, complain and defend in its corporate name;

2. To have a corporate seal, which may be altered at will, and to use it, or facsimile of it, by impressing or affixing it or in any other manner reproducing it;

3. To make and amend bylaws, not inconsistend with its Articles of Incorporation, or with the laws of the Washoe Tribe, for managing and regulating the affairs of the corporations;

4. To acquire property, both real and personal, by purchase, lease, gift, devise, bequest or otherwise and to hold, transfer, invest, use, lease, operate, improve, develop, sell or otherwise dispose of, and to mortgage or otherwise encumber in general, and in every way to invest in and own personal property and real property, both improved and unimproved, all for the purposes herein set forth;

5. To incur indebtedness, and from time to time issue bonds debentures, notes, bills of exchange and other obligations of this corporation of or any of the purposes of the corporation, and to mortgage, pledge, hypothecate or convey in trust any or all of its property to secure payment thereof;

6. To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of stock of, or any bonds, securities or evidences of indebtedness created by, any other corporation or corporations and, while the owner thereof, to exercise the rights, powers and privileges of ownership, including the right to voter theron, all for the purposes herein set forth;

7. To enter into, make, perform and carry out contracts of every kind for the purposes herein set forth with any person, firm, association or public, private or quasi-public corporation, or any municipality or government or any sub-division, district or department thereof;

8. To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;

9. To conduct its activities, locate offices, and exercise the powers granted by these Articles within or without the Washoe Reservation;

10. To elect a Board of Directors and appoint Officers, employees, and agents of the Foundation, define their duties, and fix their compensation;

11. To pay reasonable pensions and establish pension plans, pension trusts, and benefit or incentive plans for any or all of its current or former Directors, Officers, employees, and agents; and

12. To make donations for charitable purchases;

13. To impose dues, assessments, admission, and transfer fees on its Members;

14. To establish conditions for admission of Members, admit members, and issue memberships;

15. To carry on a business substantially related to the Foundation's exempt purposes; and

16. To do any other act, not inconsistent with the law, that furthers the purposes, activities and affairs of the Foundation.

 

1. Notwithstanding any of the above statements of purposes and powers, this Foundation shall not, except to an insubstantial degree, engage in any acticities or exercise any powers that are not in furtherance of the specific purposes of this Foundation.

2. The Foundation shall not afford pecuniary gain, incidentally or otherwise, to its Officers, Board of Directors, or Members. No part the net earnings of the Foundation shall inure to the benefit of, or be distributable to its Board of Directors, Members, trustees, Officers or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

3. No substantial part of the activities of the Foundation shall be the carrying on of political propaganda, or otherwise attempting to influence legislation, and the Foundation 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.

4. Notwithstanding any other provision of these Articles, the Foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code and Title 35-30-010, or the corresponding provision of any future federal or tribal tax code, or (b) by a corporation, contributions to which are deductibe under section 170(c)(2) of the IRC, or the corresponding provision of any future federal or tribal tax code.

5. The Foundation shal distribute its income for each taxable year at such time and in such manner as not to subject the Foundation to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code. The Foundation shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code, nor shall it retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code, nor shall it make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code, nor shall it make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.

 

1. Each Incorporator and Directro is and shall be a Washoe Tribal member.

2. The names and addresses of the Incorporators of the Foundation are:

Theodore Rupert:

Robert Hunter:

Jeanne Williams (Mortimer)

3. The Foundation shall have a Board of Directors comprised of three (3) Directors. The name and address of the presons appointed to act as the "Initial Board of Directors," as defined in the Bylaws, of the Foundation are:

Theodore Rupert:   Address as listed above

Robert Hunter:       Address as listed above

Jeanne Williams (Mortimer): Address as listed above

 

1. The Foundation may have Members.

2. Any adult person or legal organization may be a Member.

3. The Foundation Bylaws shall establish procedures for the admission of Members, the removal of Members, and the rights and obligations of Members.

 

1. The name and address of the Foundation's registered agent for service of process is:

Name:

Wa She Shu Foundation

c/o Washoe Tribe of Nevada and California

919 US HWY 395 South

Gardnerville, NV 89410

 

2. The address of the Foundation's registered office is: 

 

Upon the dissolution of the Foundation, the Board of Directors shall after paying or making provision for the payment of all the liabilities of the Foundation, dispose of all the remaining assets of the Foundation to the Washoe Tribe of Nevada and California (assets must be used exclusively for a public purpose, according to Treasury Regulation 1.501(c)(3)-1(b)(4) and other exempt organizations described in Section 501(c)(3) or Section 7871 of the Internal Revenue Code or other tax-exempt codes as defined in the Internal Revenue Code.

 

In the event that any of the foregoing named organizations is unwilling to accept the assets, is no longer described in IRC 501(c)(3), or is no longer in existence, then the assets shall be distributed for one (1) or more exempt purposes within the meaning of Internal Revenue Code 501(c)(3).

 

1. These Articles of Incorporation shall be issued and become effective upon their adoption by the Incorporators.

2. The Directors of the Foundation, may, by majority vote, amend these Articles of Incorporation at any time. Amendments of these Articles shall be filed with the Secretary of the Washoe Tribal Council.

 

The effective date of these Articles of Incorporation is the date of adoption by the Incorporators. 

 

All references to the Internal Revenue Code in these Articles of Incorporation refer to the Internal Revenue Code of 1954, as it now exists or as it may hereafter by amended, or to the corresponding provisions of any subsequent federal tax laws. 

 

This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument. Digitally or electronically transmitted signatures are as effective as originals. 

 

NOW THEREFORE we, the above mentioned Incorporators of this Foundation, hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed.

 

/s/ Theodore Rupert, President, Incorporator, Date: 3/2/15

/s/ Robert Hunter, Secretary, Incorporator, Date: 3/2/15

/s/ Jeanne Williams Mortimer, Incorporator, Date: 3/2/15