ARTICLES OF INCORPORATION

OF

WENATCHEE VALLEY SPORTS FOUNDATION

The undersigned person, acting as the incorporator of a corporation previously

existing under the provisions of the Washington Nonprofit Corporation Act (Revised

Code of Washington 24.03), hereby adopts and restates the following Articles of

Incorporation for such corporation.

                        1. NAME: The name of the Corporation shall be WENATCHEE

VALLEY SPORTS FOUNDATION.

                        2. DURATION: The period of the Corporation’s duration is

perpetual.

                        3. PURPOSES: This Corporation is organized for the following

purposes:

                                    a.         Said Corporation is organized exclusively for charitable,

                                    educational and scientific purposes, including, for such purposes,                                        the making of distributions to organizations that qualify as exempt

                                    organizations under § 501(c)(3) of the Internal Revenue Code or                                         the corresponding section of any future Federal Tax Code;

                                    b.         To promote athletic, sports, and recreational opportunities

                                    through financial support, assistance, and fund raising, in the                                               Wenatchee Valley;

                                    c.         Any other lawful activity that may be performed without

                                    jeopardizing the Corporation’s not for profit status or its exempt                                         status under Internal Revenue Code §501(c)(3), as amended from                                       time to time; and

                                    d. To borrow money, mortgage real property, hypothecate

                                    securities and do all things necessary with real and personal                                                 property to accomplish the above stated purposes.

                        4. EARNINGS AND ACTIVITIES: No part of the net earnings of

the Corporation shall inure to the benefit of, or be distributable to its members, trustees,

officers or other private persons except that the Corporation shall be authorized and

empowered to pay reasonable compensation for services rendered and to make payments

and distributions in furtherance of the purposes set forth in Section 3 hereof. No

substantial part of the activities of the Corporation shall be the carrying on of

propaganda, or otherwise attempting to influence legislation and the Corporation shall not

participate in or intervene in (including the publishing or distribution of statements) any

REINSTATED ARTICLES OF INCORPORATION

Page 1 of 4

political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these articles the Corporation shall not carry on

any other activities not permitted to be carried on (a) by a Corporation exempt from

Federal Income Tax under § 501(c)(3) of the Internal Revenue Code or the corresponding

section of any future Federal Tax Code or (b) by a Corporation, contributions to which

are deductible under § 170(c)(2) of the Internal Revenue Code or the corresponding

section of any future Federal Tax Code.

                        Notwithstanding any other provision of these Reinstated Articles, this

Corporation shall not, except to any insubstantial degree, engage in any activities or

exercise of any powers that are not in furtherance of the purposes of this Corporation.

                        5.         CONDITIONS OF MEMBERSHIP: The conditions and

regulations of membership and the rights and other privileges of the classes of

membership shall be determined and fixed by the Bylaws.

                        6          REGISTERED AGENT: The address of the initial registered

office of the Corporation shall be 139 S. Worthen Street, Wenatchee, County of Chelan,

Washington. The name of the initial registered agent of the Corporation at such address

shall be Erik S. Bakke, Sr.

                        7.         INITIAL BOARD OF DIRECTORS: The number of directors

constituting the initial Board of Directors of the Corporation shall be seven (7) directors.

The names and addresses of the persons who are to serve as the initial directors of the

Corporation are as follows:

                        Greg Jones                                         Dan Kelly

                        Caryl Morrell                                    Scott Paton

                        Jennifer Korfiatis                              Jordan Miller

                                                Pat O’Hara

                        8.         INCORPORATOR: The name and address of the Incorporator of

the Corporation is as follows:

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                                    Greg Jones

                        9.         DISTRIBUTION ON DISSOLUTION: Upon the dissolution of

the Corporation assets shall be distributed for one (1) or more exempt purposes within the

meaning of § 501(c)(3) of the Internal Revenue Code or the corresponding section of any

future Federal Tax Code or shall be distributed to the Federal Government or to a state or

local government for a public purpose. Any such assets not so disposed of shall be

disposed of by a Court of Competent Jurisdiction of the county in which the principal

office of the Corporation is then located, exclusively for such purposes or to such

organization or organizations as said Court shall determine which are organized and

operated exclusively for such purposes.

                        10.       DIRECTOR LIABILITY: A director of the Corporation shall

not be personally liable to the Corporation or its directors for monetary damages for

conduct as a director, except for liability (i) for acts or omissions which involve

intentional misconduct by the director or a knowing violation of law by the director, (ii)

for conduct violating Section 23B.08.420 of the Washington Business Corporation Act,

or (iii) 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. If the

Washington Business Corporation Act is amended to authorize corporate action further

eliminating or limiting the personal liability of directors, then the liability of a director of

the corporation shall be eliminated or limited to the fullest extent permitted by the

Washington Business Corporation Act as so amended. Any repeal or modification of the

foregoing paragraph by the directors or members of the Corporation shall not adversely

affect any right or protection of a director of the Corporation existing at the time of such

repeal or modification.

                        11.       INDEMNIFICATION. The Corporation has the power to

indemnify, and to purchase and maintain insurance for, its directors, officers, trustees,

employees, and other persons and agents, and (without limiting the generality of the

foregoing) shall indemnify its directors, against all liability, damage, and expenses arising

from or in connection with service for employment by, or other affiliation with this

Corporation or other firms or entities to the maximum extent and under all circumstances

permitted by law.

            DATED this ______ day of , ______________ 2008.

                                                                        ________________________________

                                                                        GREG JONES, Incorporator

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STATE OF WASHINGTON )

                                                )ss.

County of Chelan                   )

            THIS IS TO CERTIFY that on the _____ day of ____________________, 2008,

there appeared before me Greg Jones, to me known to be the person described in and who

executed the foregoing Restated Articles of Incorporation and he acknowledged and

declared to me that he executed the same freely and voluntarily and for the uses and

purposes therein mentioned.

                                                                                                                                                _______________________________________________________________________

                                                                                                                                                (Signature)

                                                                        Erik S. Bakke, Sr.

                                                                                                                                                (Type or Print Name)

                                                                        NOTARY PUBLIC, State ofWashington

                                                                        My Commission Expires 12-29-08

CONSENT TO SERVE AS REGISTERED AGENT

            I, Erik S. Bakke, Sr., hereby consent to serve as Registered Agent, in the State of

Washington, for Wenatchee Valley Sports Foundation. I understand that as agent for the

Corporation, it will be my responsibility to receive service of process in the name of the

Corporation; to forward all mail to the Corporation and to immediately notify the office of the Secretary of State in the event of my resignation or any change in the registered office address of the corporation for which I am agent.

            Dated:________________________

                                                                                                                                                                                                                        _________________________________

                                                                        ERIK S. BAKKE, SR.

                                                                        139 SouthWorthen Street

                                                                        P.O. Box 19

                                                                        Wenatchee,WA 98807-0019

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BYLAWS OF THE WENATCHEE VALLEY SPORTS FOUNDATION

ARTICLE I - NAME, PURPOSE

Section 1: The name of the organization shall be the Wenatchee Valley Sports Foundation.

Section 2: The Wenatchee Valley Sports Foundation is organized exclusively for charitable, scientific and educational purposes, more specifically to promote athletic, sports and recreational opportunities through support, assistance, and fund raising, in the Wenatchee Valley.

ARTICLE II - MEMBERSHIP

Section 1: Membership shall consist only of the members of the board of directors.

ARTICLE III - ANNUAL MEETING

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail or email, not less than ten days before the meeting.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Foundation, and to delegate responsibility for day-to-day operations to the Foundation and committees. The Board shall have up to seven (7) and not fewer than five (5) members. The Board shall be made up of four (4) members of the Wenatchee Valley Sports Council Board of Directors and be selected by a majority vote of the Wenatchee Valley Sports Council.  The Board shall be made up of three (3) members of the community, to be originally selected by a majority vote of the Wenatchee Valley Sports Council.  Following establishment of the Foundation Board of Directors, vacancies on the Board from the three (3) community representatives shall be elected by the Foundation Board.  The board receives no compensation other than reasonable expenses.

Section 2: Meetings. The Board shall meet at least once per quarter, at an agreed upon time and place.

Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 4: Terms. All Board members shall serve 2 year terms, but are eligible for re-election.

Section 5: Quorum. A quorum must be attended by at least 4 members (57-percent) of the Board members before business can be transacted or motions made or passed.

Section 6: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 7. Officers and Duties. There shall be three officers of the Board consisting of a Chair, Vice Chair, Secretary/Treasurer. Their duties are as follows:

The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair, Secretary/Treasurer.

The Vice-Chair will chair committees on special subjects as designated by the board.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained. 

The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary/Treasurer. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary/Treasurer to each Board member via email or postmarked two weeks in advance.

ARTICLE V - COMMITTEES

Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs.

Section 2: The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 3: Finance Committee. The Secretary/Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

ARTICLE VI - AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of the Wenatchee Valley Sports foundation on this 8^th day of February, 2008.