ARTICLES OF INCORPORATION

THREE PERCENT OF WASHINGTON

WASHINGTON STATE
ADOPTED 9/21/2018

ARTICLE I. NAME AND PURPOSE

Section 1 Three Percent of Washington
It shall be registered under the laws of the Secretary of Washington State.

Section 2 Purpose
The organization is solely for community outreach. The purpose of the organization is:

A. Prepare our communities in Washington for any and all emergency or disaster.
B. Support our communities by giving back through charity.
C. Defending our communities against all threats to include foreign and domestic.
D. Educating our communities on Patriotic and Constitutional topics.

Section 3 Non-Discrimination Policy

Pursuant to Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973 and the Age
Discrimination Act of 1975, Sample Organization recruits, employs, assigns and promotes staff, terminates
employment, accepts patients, volunteers and board members, determines rates of pay and other benefits
without discrimination on the basis of age, gender, sexual orientation, disability, ethnic identity, religion or
creed.

ARTICLE II. MEMBERSHIP

The members of this organization shall be all law-abiding American’s that take The Three Percenter Oath
and have been vetted by the By-Laws which can be found at www.wa3percent.org.

ARTICLE III. BOARD OF DIRECTORS

Section 1 Powers and Duties of the Board
The Board of Directors shall manage the business, property and affairs of the organization, and may
exercise and delegate any and all of the powers of the organization as it sees fit, subject only to
restrictions imposed by statute, and these Bylaws. The Board of Directors shall establish corporate and
administrative policies; authorize operational goals and objectives; emphasize overall corporate planning;
authorize agreements and contracts; adopt the budget; approve committee appointments; employ, direct
and discharge executive personnel; authorize meetings; review committee reports; and determine action
to be taken. Board members shall actively participate in community outreach, gift solicitation, and event
and campaign planning.

Section 2 Number of Directors and Compensation

The board shall have up to sixteen (16) members comprised of State Leader (non voting), State Assistant
Leader (tie breaker vote only), Secretary, Treasurer, Vetting Officer, Communications Officer, and Zone
Leaders (up to 12), but not fewer than five (5) members. The board receives no compensation.

Section 3 Term
A. State Leader will be nominated by the board and must be confirmed by two-thirds majority vote of
the Board. The term will be two (2) years based on fiscal calendar. State leader will serve no
more than three (3) consecutive terms without at least one (1) term in another role.

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Received Date: 09/21/2018
Amount Received: $50.00
 B. Assistant State Leader will be appointed by the State Leader once he has been nominated. There
are no term limits to ASL.
C. Secretary will be nominated by the State leader and confirmed by two-thirds majority vote of the
Board. Terms are two (2) years, and there are no term limits.
D. Treasurer will be nominated by the State Leader and confirmed by two-thirds majority vote of the
Board. Term will be two (2) years, and there are no term limits.
E. Zone leaders will be nominated by the State Leader and confirmed by two-thirds majority vote of
the Board. Term will be three (3) years and will be limited to two (2) consecutive terms without at
least one (1) term in a different role.
F. Upon adopting this document, all officers in a current role will continue in their current role with a
term initiation of September 21st, 2018 and end of term on December 31, 2020.
G. Nominations for Terms beginning January 1, 2021 will be accepted at the first board meeting of
November 2020 and voting will commence at the first board meeting of December 2020.
H. Campaigning for positions is forbidden. The board will adopt formal guidelines for nomination and
acceptance no latera than January 1, 2020.

Section 4 Quorum
A quorum will consist of eight (8) Board members, one of which must be the State Leader or Assistant
State Leader. A quorum of the Board of Directors must be present to conduct business.

Section 5 Meetings
Regular meetings of the Board of Directors shall be held as determined by the Board. Special meetings
of the Board of Directors may be held at any time upon twenty-four (24) hour notice, oral or written, by the
President, Secretary, Treasurer, or by three (3) other members of the Board of Directors.

Section 6 Resignations, Termination and Absences

Resignation from the Board must be in writing and received by the State Leader or the Secretary. Board
members may be excused from attendance upon notification to the President prior to the scheduled
meeting. Board members shall be terminated from the board due to excess absences as determined by
quorum. A Board Member may be removed for other reasons by a three-fourths vote of the remaining
directors.

Section 7 Vacancies
Vacancies occurring on the Board of Directors may be filled at any time by appointment of the State
Leader and may be vetoed by two-thirds vote of the Board of Directors in opposition.

ARTICLE IV. OFFICERS

Section 1 General
The Officers of this Organization shall be State Leader, Assistant State Leader, Secretary, and Treasurer.
Each Officer of this Corporation shall be a member of the Board of Directors.

Section 2 Duties and Responsibilities of Officers

The Officers shall possess such powers and perform such duties as shall be determined by the Board of
Directors.
a. The State Leader shall:
 Preside at all meetings of the membership and all meetings of the Board of
Directors and the Executive Committee;
 Perform other duties customary to the Office, or as directed by the Board of
Directors; and
 Be an ex officio non-voting member of all committees.

b. The Assistant State Leader shall:

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Amount Received: $50.00
  Perform such duties as the State Leader and/or the Board of Directors may
determine;
 In the absence of the State Leader, shall perform the duties of the State Leader;
 Serve as Chair of the Strategic Planning Committee and an ex officio member of
the nominating committee; and
 Be an ex officio non-voting member of all committees; unless, in case of a tie
vote or deciding vote for two-thirds majority; the ASL will have the deciding vote.
c. The Secretary shall:
 Oversee notice and maintenance of the minutes of the meetings the Board of
Directors, and the Executive Committee;
 Perform other duties customary to the Office of the Secretary, and as may be
required by the Board of Directors or the President of the Board; and
 Be a Non-Voting Member in all committees.

d. The Treasurer shall:

 Be the custodian of the funds of Three Percent of Washington, however
received, save and except for such funds as the Board of Directors may from
time to time entrust to the care and use of named designees, to be used
exclusively for the operation of Three Percent of Washington;
 Serve as Chair of the Finance Committee;
 Disburse the funds of Three Percent of Washington as ordered by the Board of
Directors;
 Oversee day-to-day authority for managing the finances of Three Percent of
Washington;
 Provide such financial reports and statements as the Board of Directors or
Executive Committee may from time to time require or request; and
 Supervise the keeping and auditing of the accounts which shall be open at all
times to inspection by the Board of Directors and the Executive Committee.

f. The Zone Leaders shall:

 Act on behalf of the members of their zone for all matters related to the Three
Percent of Washington;
 Serve on committees that they are appointed to;
 Oversee Day to day activities of their zone; and
 Be a full voting member on all Organization Business.

ARTICLE V. COMMITTEES
Section 1 Committee formation
The board may create committees as needed. The State Leader appoints all committee chairs from the
membership of the Board.

Section 2 Executive Committee

State Leader, Assistant State Leader, Secretary, and Treasurer serve as the members of the Executive
Committee. Except for the power to amend the bylaws, the Executive Committee shall have all the
powers and authority of the Board of Directors in the intervals between meetings of the Board of
Directors, and is subject to the direction and control of the full board.

Section 3 Finance Committee

The Treasurer is the chair of the Finance Committee, which has at minimum 3 members. The Finance
Committee is responsible for developing and reviewing fiscal procedures and annual budget with staff
and other board members. The Board of Directors must approve the budget and all expenditures must be
within budget. Any major change in the budget must be approved by the board or the Executive
Committee.

Section 3.1 Audit Task Force

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Amount Received: $50.00
 The Finance Committee, on an annual basis, shall appoint an audit task force who shall
monitor the audit process. The task force shall be chaired by a member of the board that
does not serve on the Finance Committee and shall have at minimum of two members
from the Finance Committee represented.

Section 4 Strategic Planning

The Strategic Planning Committee shall be chaired by the Assistant State Leader and consist of not less
than three (3) members. The Committee shall monitor the implementation of the strategic plan.

ARTICLE VI. EXECUTION OF DOCUMENTS

Section 1 Documents, Obligations and Disbursements
Policies regarding documents, obligations and disbursements are set forth in the organization’s
operations policies which shall be reviewed on an annual basis by the board.

ARTICLE VII. PARLIAMENTARY AUTHORITY

Section 1 Fiscal Year
The designated fiscal year of this corporation shall be January 1st to December 31st.

ARTICLE VIII. INDEMNIFICATION

Section 1 General
Unless expressly prohibited by law, the Organization shall fully indemnify any person made, or threatened
to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative)
by reason of the fact that such person, or such person's testator or in testate, is or was a director, officer,
employee or agent of the Corporation or serves or served any other enterprise at the request of the
Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be
paid in settlement incurred in connection with such action, suit or proceeding.

Section 2 Limitation of Liability

Officers, directors and other persons who perform services for the corporation and who do not receive
compensation other than reimbursement of expenses ("volunteers") shall be immune from civil liability.
Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not
be held personally liable in damages for any action or omission in providing services or performing duties
on behalf of the corporation in an amount greater than the amount of total compensation (other than
reimbursement of expenses) received during the twelve (12) months immediately preceding the act or
omission for which liability was imposed. Regardless of the amount of liability insurance maintained, this
limitation of liability for volunteers and employees shall not apply when the injury or damage was a result
of the volunteer or employee's willful misconduct, crime (unless the volunteer or employee had
reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal
benefit of money, property or service to the volunteer or employee, or act or omission that was not in
good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate
charter. This limitation of liability shall not apply to any licensed professional employee operating in his or
her professional capacity. The Corporation is liable only to the extent of the applicable limits of insurance
coverage it maintains.

ARTICLE IX. AMENDMENTS

Section 1. Amendments
The Leadership Board shall review the Bylaws annually. In order to amend the Bylaws, notice of the
proposed amendment shall be delivered personally, electronically or by mail, to each member of the
Board of Directors at least two weeks prior to the time of the vote on the proposed amendment. The
Bylaws shall be amended by a two-thirds majority vote of the Board of Directors.

Section 2. Items Not Covered Elsewhere

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Amount Received: $50.00
For member conduct and any other issues not addressed in this document, the Leadership Board will
discuss the situation and courses of action. Any vote to rectify the issues not elsewhere addressed will
require a vote of at least two-thirds of vote eligible board members.

ARTICLE X: DISSOLUTION CLAUSE

The WA 3% may be dissolved only with authorization by its Leadership Board given at a special meeting
called for that purpose and with subsequent approval by a two-thirds (2/3) vote by the full leadership
board. Upon dissolution or other termination of The Three Percent of Washington, all remaining assets
of The WA 3%, after payment in full of all its debts, obligations, and necessary final expenses, or after
the making of adequate provision therefore, shall be split equally and distributed to A Hero’s Promise,
501c3 and Washington State NRA Foundation, 501c3

Bylaws certified by Board of Directors:

Dated: 9/21/2018 _______________________________________

State Leader, Board of Directors

Votes for: 12 (twelve)

Votes against: 0 (zero)

Members Preset for vote:

Matt Marshall State Leader

Craig Hanvey Assistant State Leader
Monico Mackinnon Secretary
Wesley McDonald Treasurer
Jon Holowarth Vetting Officer
Christopher Wisnoski Communications Officer
Christopher Rainer Zone 1 Leader
Roberty Burwell Zone 3 Leader
Stanley Dyer Zone 5 Leader
David Fox Zone 6 Leader
George Barcelo Zone 10 Leader/Chaplain
Jason Kelly Zone 12 Leader

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Received Date: 09/21/2018
Amount Received: $50.00