Articles of Incorporation

of the National Intramural-Recreational Sports Association

Adopted at the Annual Business Meeting; Milwaukee, Wisconsin; April 18, 1999.
Amended at the Annual Business Meeting; Providence, Rhode Island; April 16, 2000.

Article I

The name of the Corporation is National Intramural-Recreational Sports Association.

Article II

This Corporation is a public benefit corporation.

Article III

The Corporation shall have eight (8) classes of membership: Professional Membership Institutional Membership, Professional Life Membership, Student Membership, Emeritus Membership, Honorary Membership, Associate Membership, and State Association Membership. The voting rights of members, and the criteria or procedures for admission as a member, for termination, expulsion, suspension and for dues and assessments shall be established by the Corporation's bylaws (or any amendments thereto).

Article IV

This Corporation is organized for the following purposes:

1. To encourage and assist in the development of quality recreation programs, facilities, and services for diverse populations by developing programs that improve the recreational sports process, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
2. To encourage and promote recreational sports processes that educate students and persons engaged in the recreational sports process, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
3. To encourage, promote, and assist in the development of recreational programs for participation by individuals in educational institutions, recreation leagues, military facilities, and other places that offer opportunities for intramural and extramural sports competition, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
4. To promote and encourage sports-related programs that foster a positive attitude towards lifetime fitness as necessary and beneficial to all aspects of human development, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
5. To encourage, promote, and assist in the development of recreational sports programs for intramural, extramural, club, and lifelong participation, and interest in educational institutions, recreation leagues, military facilities, and other places where persons of all ages will participate in recreational sports, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
6. To assist in the development of appropriate standards of curriculum designed to educate recreational sports professionals, teachers, and educators, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
7. To assist in the development of stronger instructional base in the area of recreational sports programming for physical educators and recreation professionals, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
8. To develop a criteria for, and to certify, intramural-recreational sports educators, practitioners, and professionals, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
9. To promote and encourage a strong interest in recreational sports activities as a desirable part of the education and life maturation process, all within the meaning of Section 501(c)(6) of the Internal Revenue Code;
10. To encourage, assist, and educate faculty members, students, and other persons in educational institutions to promote and offer a complete recreational sports program of intramural and extramural competition for the vast majority of individuals who cannot or choose not to compete at a varsity level, all within the meaning of Section 501(c)(6) of the Internal Revenue Code; and
11. To engage in any lawful activity for which corporations may be organized under Oregon laws, none of which is for profit, and within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986.

Article V

The limitations on the Corporation include:

1. The Corporation shall have no capital stock, and no part of its net earnings shall incur to the benefit of any director, officer, or member of the Corporation, or any private individual.
2. No member, director or officer of the Corporation, nor any private individual shall be entitled to assets upon dissolution of the Corporation, or winding up its affairs.
3. Upon the dissolution of the Corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner as the board of directors shall determine. Such disposition of assets shall be made to such organization or organizations as shall at the time qualify as an exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, or to such organization or organizations as are exempt pursuant to Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the Circuit Court 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.
4. Notwithstanding any other provisions of these Restated Articles, the Corporation shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code as now stated, or as it may be hereafter amended.

Article VI

To the fullest extent permitted by the Oregon Nonprofit Corporation Act, no director or uncompensated officer of the Corporation shall be liable to the Corporation or its members for monetary damages.

Article VII

The Corporation shall indemnify, to the fullest extent permitted by the Oregon Nonprofit Corporation Act, any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was a director or officer of the Corporation, or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to an employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director or as an officer, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. In addition, the Corporation shall pay for or reimburse any reasonable expenses incurred by such persons who are parties to such proceedings, in advance of the final disposition of such proceedings, to the full extent permitted by the Oregon Nonprofit Corporation Act.

Article VIII

The affairs of the Corporation shall be managed by a Board of Directors which shall be constituted and have such powers as are provided for in the bylaws and the Oregon Nonprofit Corporation Act. The power to amend or restate the Association's Articles are reserved to both the Board of Directors and the members, as provided for in the bylaws.

Article IX

These Restated Articles of Incorporation supersede the existing Articles of Incorporation filed with the Oregon Corporation Division on February 9, 1987, and previous amendments (if any).

Article X

The undersigned officers are authorized and directed to deliver these Restated Articles of Incorporation and the necessary information to the office of the Secretary of State pursuant to ORS 65.447 and ORS 65.451.