Secretary Of State Corporation Division Registry Number: 719389 . - EIDR

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Secretary of StateCorporation DivisionRegistry Number: 719389-98255 Capitol Street NE, Suite 151Type: DOMESTIC NONPROFIT CORPORATIONSalem, OR ilinginoregon.comNext Renewal Date: 10/06/2011SW&W LEGAL SERVICES, INC.ATTN TIMOTHY HASLACH1211 SW FIFTH AVE STE 1800PORTLAND OR 97204Acknowledgment LetterThe document you submitted was recorded as shown below. Please review and verify the information listed foraccuracy.If you have any questions regarding this acknowledgement, contact the Secretary of State, Corporation Divisionat (503)986-2200. Please refer to the registration number listed above. A copy of the filed documentation maybe ordered for a fee of 5.00. Submit your request to the address listed above or call (503)986-2317 with yourVisa or MasterCard number.DocumentARTICLES OF INCORPORATIONFiled On10/06/2010JurisdictionNonprofit TypeOREGONMUTUAL BENEFITNameENTERTAINMENT ID REGISTRY ASSOCIATIONRegistered AgentSW&W LEGAL SERVICES, INC.ATTN TIMOTHY HASLACH1211 SW FIFTH AVE STE 1800PORTLAND OR 97204THEJOHACK10106/2010

7/,!3ri-1fFILEDARTICLES OF INCORPORATIONOFENTERTAINMENT il REGISTRY ASSOCIATIONOCT 06 2010OREGONSECRETARY OF STATEThe undersigned individual 18 years of age or older, acting as incorporator under the OregonNonprofit Corporation Act, adopts the following Articles of Incorporation:ARTICLE 1NameThe name ofthe corporation is Entertainment il Registry Association (the "Corporation").ARTICLE2DurationThe duration of the Corporation is perpetual.ARTICLE3TypeThe Corporation is a nonprofit, mutual benefit corporation, organized under the OregonNonprofit Corporation Act.ARTICLENo4MembersThe Corporation wil not have members.ARTICLESPurposes and Powers5.1 General Purpose. The Corporation is formed as a business league within the meaning of Section50 I (c)(6) ofthe United States Internal Revenue Code of 1986, as amended (the "Code"), and theOregon Excise Tax Law of i 929, as set forth and revised in Oregon Revised Statutes 3 i 7.080(the "Oregon Excise Tax Law"), to support the common business interests ofthe mediaindustry. All references to the Code contained in these Articles ofIncorporation are deemed toinclude corresponding provisions of any future amendments thereto and any current or futureUnited States Internal Revenue Law or Regulation. All references to the Oregon Excise TaxLaw contained in these Articles of Incorporation are deemed to include corresponding provisionsof any future amendments to the Oregon Revised Statutes.5.2 Powers. The Corporation may exercise all the rights and powers conferred on nonprofit, mutualbenefit corporations under the laws ofthe State ofOregon.5.3 General Restrictions. Notwithstanding any provision in these Articles of Incorporation to thecontrary, no part ofthe Corporation's assets may be used in any manner, and the Corporationmay not engage in any activity or exercise any power, whether express or implied, that wouldcause the Corporation to cease to qualify as an exempt organization under Section 501(c)(6) ofthe Code or as an exempt organization under the Oregon Excise Tax Law.i - ARTICLES OF INCORPORATIONPDXll2I 697/174 I 95rrFH/6518052. i(C(Q Y

ARTICLE6Limitation of LiabiltyTo the fullest extent not prohibited by the Oregon Nonprofit Corporation Act, as it exists on thedate hereof or is hereafter amended, a director and/or offcer of the Corporation shall not be liable to theCorporation for any monetary damages for conduct as a director and/or officer. Any amendment to orrepeal ofthis Article 6 or amendment to the Oregon Nonprofit Corporation Act shall not adversely affectany right or protection of a director and/or officer of the Corporation for or with respect to any acts oromissions of such director and/or officer occurring prior to such amendment or repeaL.ARTICLE7Indemnification7.1 Indemnification. The Corporation shall indemnify an individual who is made, or threatened tobe made, a part to an action, suit or proceeding, whether civil, criminal, administrative,thethe Corporation against liabiltyincurred in the action, suit, or proceeding to the fullest extent permitted by the Oregon NonprofitCorporation Act, as it exists on the date hereof or is hereafter amended.investigative or otherwise (including an action, suit, or proceeding by or in the right ofCorporation), because the individual is or was a director of7.2 Advance for Expenses. The Corporation shall pay for or reimburse the reasonable expensesincurred by a director who is a part to an action, suit or proceeding, whether civil, criminal,administrative, investigative or otherwise (including an action, suit, or proceeding by or in theright ofthe Corporation), in advance offinal disposition ofthe action, suit or proceeding to thefullest extent permitted by the Oregon Nonprofit Corporation Act, as it exists on the date hereofor is hereafter amended.this Article 7 or amendment to theOregon Nonprofit Corporation Act that limits the obligation ofthe Corporation to indemnify, oradvance expenses to, any person shall have any effect on such obligation for any act or omissionthat occurs prior to the later of the effective date of the amendment or repeal or the date notice ofthe amendment or repeal is given to the person.7.3 Effect of Amendment. No amendment to or repeal of7.4 Not Exclusive. This Article 7 shall not be deemed exclusive of any other rights in respect ofindemnification or advancement of expenses to which directors, offcers, employees, or agentsmay be entitled under the Corporation's bylaws or any app1.cable law, agreement, general orspecific action ofthe Corporation's Board ofDirectors, or otherwise, both as to action in anyofficial capacity and action in any other capacity while serving as a director, holding office orwhile an employee or agent of the Corporation, including any such rights arising under anyinsurance purchased by or for the benefit of any such person.first resort .(i.e., its obligations under this Article 7 are primary and any obligation of any other part (an7.5 Primary Obligation. The Corporation hereby agrees that (a) it is the indemnitor of"Other Indemnitor") to advance expenses or to provide indemnification for the same expensesor liabilties incurred by any person entitled to indemnification hereunder are secondary); (b) itshall be required to advance the full amount of expenses incurred byany person entitled toindemnification hereunder and shall be liable in full for all indemnifiable amounts to the extentlegally permitted, without regard to any rights any such person may have against any Other'Indemnitor; (c) it irrevocably waives, relinquishes and releases all Other Indemnitors from anyand all claims against such Other Indemnitors for contribution, subrogation or any other recovery2 - ARTICLES OF INCORPORATIONPDXlI2 1 697/1 74I 95rrFHl6518052. i

any Other Indemnitor onof any kind in respect thereof; (d) no advancement or payment bybehalf of any person entitled to indemnification hereunder with respect to any claim for whichsuch person has sought indemnification from the Corporation shall affect the foregoing, and theOther Indemnitors shall have a right of contribution and/or be subrogated to the extent of suchadvancement or payment to all ofthe rights ofrecovery ofsuch person against the Corporation;and (e) the Other Indemnitors are express third part beneficiaries of the terms hereof.7.6 SurvivaL. This Article 7 shall continue as to a person who has ceased to be a director, offcer,employee, or agent and shall inure to the benefit ofthe heirs, executors and administrators ofsuch a person.ARTICLE8Dedication and Dissolutionthe liquidation, dissolution, termination, or winding up oftheCorporation (whether voluntary, involuntary, or by operation of law), the Corporation's Board ofDirectors shall, after paying or making provisions for the payment of all of the liabilties of theCorporation (including any loans to the Corporation made by Participants (as such term isdefined in the Corporation's bylaws)), transfer all ofthe propert and assets ofthe Corporation toone or more Qualified Organizations (as defined below) as the Board ofDirectors shalldetermine. For purposes ofthis Section 8.1, "Qualified Organization" means a corporation orother organization organized and operated exclusively for religious, charitable, educational, orother purposes meeting the requirements for exemption provided by the Oregon Excise Tax Law8.1 Distribution. In the event ofthe Code byand who at the time (i) is exempt from federal income tax under section 501(a) ofreason ofthe Code, or (ii) qualifies as anbeing an organization described in section 501(c) oforganization to which contributions are deductible under Section i 70(c)(I) ofthe Code.the Corporation's net earnings shall inure to the benefit of, or bedistributable to, those who join the Corporation as Participants (as such term is defined in theCorporation's bylaws), its directors, its officers, or any other private persons, except that theCorporation shall be authorized and empowered to pay reasonable compensation for servicesrendered and to make payments and distributions in furtherance of the purposes set forth in theseArticles of Incorporation.8.2 Net Earnings. No part ofARTICLE9Registered Office and Registered AgentThe street address of the Corporation's initial registered office and the name of its initialregistered agent at that location is:SW & W Legal Services, Inc.Attn: Timothy Haslach121 i SW Fifth Avenue, Suite 1800Portland, OR 972043 - ARTICLES OF INCORPORATIONPDXlI21697/1 74 I 95rrFHl6518052. i

ARTICLE 10IncorporatorThe name and address of the incorporator is:Timothy F. HaslachSchwabe, Wiliamson & Wyatt, PC121 I SW Fifth Avenue, Suites 1500-2000Portland, OR 97204ARTICLE 11Mailng Address for NoticesUntil the principal office ofthe Corporation has been designated by the Corporation in its annualreport, notices may be mailed to the alternate corporate mailing address at:SW & W Legal Services, Inc.Attn: Timothy F. Haslach121 i SW Fifth Avenue, Suite 1800Portland, OR 97204IN WITNESS WHEREOF, the undersigned original incorporator has executed these Articles ofIncorporation on 10 - G ,2010.Incorporator: Tio -Person to contact about this fiing: Timothy F. HaslachDaytime phone number: (503) 796-37714 - ARTICLES OF INCORPORATIONPDXll21697/i 74195rrFH/65 i 8052. 1

ww.filinginoregon.com Registry Number: 719389-98 Type: DOMESTIC NONPROFIT CORPORATION Next Renewal Date: 10/06/2011 SW&W LEGAL SERVICES, INC. ATTN TIMOTHY HASLACH 1211 SW FIFTH AVE STE 1800 PORTLAND OR 97204 Acknowledgment Letter The document you submitted was recorded as shown below. Please review and verify the information listed for accuracy.