Sample Articles of Incorporation
3 – TRUSTED COMPUTING GROUP NONPROFIT ARTICLES OF INCORPORATION
PDX/107235/123477/TFH/1057697.2
organization described in section 501(c) of the Code, or (ii) as a corporation or other organization
contributions to which are deductible under section 170(c)(1) of the Code.
No part of the net earnings of this Corporation shall inure to the benefit of, or be
distributable to, its members, directors, officers, or other private persons, except that this
Corporation shall be authorized and empowered to pay reasonable compensation for services
rendered and to make paym ents and distributions in furtherance of the purposes set forth in these
articles.
Article IX
Limitation of Liability
To the fullest extent not prohibited by the Oregon Nonprofit Corporation Act, as it exists
on the date hereof or is hereafter amended, a director and/or officer of the Corporation shall not
be liable to the Corporation or its members for any monetary damages for conduct as a director
and/or officer. Any amendment to or repeal of the Article IX or amendment to the Oregon
Nonprofit Corporation Act shall not adversely affect any right or protection of a director and/or
officer of the Corporation for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal. This provision, however, shall not eliminate or limit the
liability of a director or officer for:
(1) Any breach of the director’s or officer’s duty of loyalty to the Corporation
or its members;
(2) Acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
(3) Any unlawful distribution;
(4) Any transaction from which the director or officer derived an improper
personal benefit; or
(5) Any act or omission in violation of the Oregon Nonprofit Corporation Act.
Article X
Indemnification
To the fullest extent not prohibited by the Oregon Nonprofit Corporation Act, as it exists
on the date hereof or is hereafter amended, the Corporation:
(1) Shall indemnify any person who is made, or 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 of the Corporation; and
(2) This Article X shall not be deemed exclusive of any other provisions or
insurance for the indemnification of directors, officers, employees, or agents that may be
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