ARTICLES OF INCORPORATION of

NORTHWEST ASSOCIATION OF
PRIVATE COLLEGE AND UNIVERSITY LIBRARIES

The undersigned, acting as an incorporator under the Oregon Nonprofit Corporation Act, adopts the following Articles of Incorporation:

ARTICLE I

The name of this corporation is NORTHWEST ASSOCIATION OF PRIVATE COLLEGE AND UNIVERSITY LIBRARIES, and its duration shall be perpetual.

ARTICLE II

The purpose for which the corporation is organized is to initiate and coordinate interinstitutional cooperative library programs among its members. The corporation is not organized for profit and no part of its assets shall inure to the benefit of any private individual.

ARTICLE III

The corporation has one class of members. Membership is open to the libraries of all four-year private colleges and universities accredited by the Northwest Association of Secondary and Higher Schools, and which are exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, as amended. Each library which becomes a member of the corporation shall have the right to designate one member of the corporation's Board of Trustees. The Board of Trustees will manage the business, property, and affairs of the corporation. All other provisions governing the regulation and management of the corporation will be contained in the by-laws of the corporation.

ARTICLE IV

The number of trustees constituting the initial Board of Trustees of the corporation is five, and the names and addresses of the persons who are to serve as Trustees until the first annual meeting or until their successors are elected and shall take office are:

NAME ADDRESS

Joseph P. Browne University Of Portland
5000 N. Willamette Blvd.
Portland, Oregon 97203

Richard G. Elliott College of Idaho
Caldwell, Idaho 83605

John Heussman Pacific Lutheran University
Tacoma, Washington 98447

Arley D. Jonish Whitman College
Walla Walla, Washington 99362

Vicki R. Kreimeyer Lewis and Clark College
0615 S.W. Palatine Hill Road
Portland, Oregon 67219

ARTICLE V

In the event of dissolution of the corporation, any of its assets not required by law or by conditions imposed by the donor to be otherwise applied or distributed shall be distributed as follows:

A. To organization (s) of similar character to this corporation formed for substantially the same purpose as this corporation; or,

B. In the discretion of the last Board of Trustees of the corporation, to the libraries of the colleges or universities that were members of the corporation immediately prior to its dissolution.

In no event shall any of such assets be distributed except to an organization organized and operated exclusively for any one or more of the purposes listed in Section 501 (c) (3) of the Internal Revenue Code, as amended.

ARTICLE VI

The address of the initial registered office of the corporation is 5000 N. Willamette Blvd., Portland, OR 97203, and the name of its registered agent at such address is Joseph P. Browne.

ARTICLE VII

The name and address of the incorporator is Joseph P. Browne, 5000 N. Willamette Blvd., Portland, OR 97203.

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