RESTATED ARTICLES OF INCORPORATION
OF THE
INSTITUTE OF INSPECTION, CLEANING AND
RESTORATION CERTIFICATION (IICRC)
WHEREAS, the Institute of Inspection, Cleaning and Restoration Certification (IICRC), a Washington nonprofit corporation, formerly known as the International Institute of Carpet and Upholstery Certification, filed its original Articles of Incorporation, under Wash. Rev. Code Chapter 24.06, Nonprofit miscellaneous and mutual corporations act (hereinafter the “Act”), with the Washington Secretary of State on August 1, 1989;
WHEREAS, the IICRC has Unified Business Identifier No. 601-195-130;
WHEREAS, the IICRC’s Board of Directors and Shareholders approved several amendments to the corporation’s Articles of Incorporation since August 1, 1989;
WHEREAS, for ease of reference, the IICRC’s Board of Directors wishes to restate it Articles of Incorporation, as amended, in one consolidated document;
WHEREAS, the Restated Articles of Incorporation set forth herein were approved at a duly called meeting of the IICRC’s Board of Directors on October 4, 2020;
WHEREAS, pursuant to Wash. Rev. Code ยง 24.06.207, these Restated Articles of Incorporation include all operative provisions of the Articles of Incorporation, as amended, without change; and these Restated Articles of Incorporation supersede the original Articles of Incorporation and all amendments thereto; and
NOW, THEREFORE, THE RESTATED ARTICLES OF INCORPORATION FOR THE INSITUTE OF INSPECTION, CLEANING AND RESTORATION CERTIFICATION (IICRC) (hereinafter the “Corporation”) SHALL READ AS FOLLOWS:
ARTICLE I
Name
1.1 The name of the Corporation is the Institute of Inspection Cleaning and Restoration Certification (IICRC).
ARTICLE II
Period of Duration
2.1 The period of duration of the Corporation is perpetual.
ARTICLE III
Purpose and Powers
3.1 General Purposes. The purposes for which the Corporation is organized are as follows:
3.1.1 Tax-exempt and Nonprofit Status. The general purpose of the Corporation is to operate as a tax-exempt business league under Section 501(c) (6) of the Internal Revenue Code (hereinafter Code) in the form of a nonprofit corporation under the Act. Therefore, the Corporation shall not engage in any business trade, vocation or professional for profit, except to the extent allowed under the Code or Act.
3.1.2 Specific Purposes. The specific purposes of the Corporation are:
(1) To engage in the business of certifying any and all persons or companies performing, involved with or in any way connected with the following services: A) cleaning, care, restoration, remediation, and inspection of textiles, floor coverings, hard surfaces, substrates and subfloors, including but not limited to carpet, tile, wood, wood laminate, resilient flooring, marble, stone, upholstery and fabrics; and B) water, fire and smoke damage restoration of structures, contents and personal property; and C) structural drying; and D) mold and microbial remediation of structures, contents and personal property; and E) odor control of structures, contents and personal property; F) carpet repair and reinstallation and carpet color repair; and G) health and safety;
(2) To engage generally in certifying, on an objective and impartial basis, all companies and individuals engaged in services described in subsection (1) and (4) of this section 3.1.2;
(3) To approve schools, training facilities and instructors involved with the certifications and services described in subsection (1) and (4) of this section 3.1.2.
(4) To develop and engage in certification programs in any business or certification category related or unrelated to those described herein from time to time authorized or approved by the Board of Directors of this Corporation.
(5) The preparation, adoption and promulgation of Standards for the cleaning, restoration, remediation and inspection industry.
(6) To engage in any business related or unrelated to those described herein or from time to time authorized or approved by the Board of Directors of this Corporation.
(7) To act as a partner or joint venturer or in any other legal capacity in any business transaction;
(8) To establish and carry out, alter, or amend, as a business expense of the Corporation, such plans and/or trusts for providing deferred compensation, including pensions, for employees, officers and directors of the Corporation as allowed by law.
3.1.3 Ancillary Purposes. To do everything necessary, proper, advisable, or convenient for this accomplishment of the purposes hereinabove set forth, and to do all other things permitted by the Act, by other law, or by these Articles of Incorporation.
3.1.4 To Carry Out These Purposes in Other Jurisdictions. To carry out the purposes hereinabove set forth in any state, territory, district, or possession of the United States, or in any foreign country, to the extent that these purposes are not forbidden by the laws of the state, territory, district, or possession of the United States, or by the foreign country.
3.2 Statutory Powers. The Corporation, subject to specific written limitations contained in these Articles of Incorporation, shall have and exercise all the powers specified in the Act.
ARTICLE IV
Members
4.1 The Corporation shall not have members.
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ARTICLE V
Stock
5.1 Capital Stock. The Corporation shall be authorized to issue capital stock pursuant to the Act.
5.2 Number. The aggregate number of shares that the Corporation shall have authority to issue is 200,000 shares of Capital Stock, having a par value of $1.00 per share.
5.2 Stated Capital. The sum of the par value of all shares of Capital Stock of the Corporation that have been issued shall be the stated capital of the Corporation at any particular time.
5.3 Share Classes. There shall only be one class of shares of the Corporation.
5.4 Preemptive Rights. No Shareholder shall have the preferential or preemptive right to subscribe for or to purchase any IICRC shares of stock of any class, rights, warrants, or options with respect thereto, or any obligation convertible into or exchangeable for any such shares or other securities whether out of unissued shares or other securities or out of shares or other securities acquired by the Corporation after the issue thereof, regardless of the consideration thereof.
5.5 Elimination of Cumulative Voting. At each election for Directors or removal of Directors, every shareholder shall be entitled to vote, in person or by proxy, the number shares of the stock held by him or her for as many persons as there are Directors to be elected. No cumulative voting shall be permitted.
5.6 Stock Policy.
5.6.1 Eligibility For Purchase of Stock. An industry trade association may be eligible to purchase stock in the Institute of Inspection, Cleaning and Restoration Certification (IICRC) if it meets the following criteria:
(a) Prospective shareholders must be a not-for-profit trade association representing the Service Categories approved for certification by IICRC; or a not-for-profit trade association representing an industry related to or aligned with the Service Categories approved for certification by the IICRC.
(b) Membership in any trade association wishing to purchase IICRC stock must be available within the geographical area served by the association to any independent or franchise service provider in one or more of the service categories approved for certification by the IICRC. The shareholder associations are not precluded from having membership outside of the geographical area served by the association.
(c) Prospective shareholder associations must have at least fifty (50) member firms within the geographical area served by the association to qualify for stock purchase. Further, they must hold scheduled association directors meeting at least twice annually, and they must hold a general membership meeting at least once annually.
(d) No trade association wishing to purchase IICRC stock may be owned by any manufacturer of equipment, chemicals, supplies or related items, nor shall its membership be limited to clients or customers of any industry supplier, franchiser or “for-profit” organization.
(e) Application for the purchase of IICRC stock must be made in writing to the President of the IICRC, who will present a proposal to the Executive Committee at its next scheduled meeting.
(i) Applications must be received sixty (60) days in advance of any Executive Committee meeting at which they are to be considered.
(ii) The Executive Committee of the IICRC will assist the President in investigating the status, background and operations of the prospective stock purchaser. A recommendation will be placed on the agenda at the next scheduled IICRC shareholders meeting.
(iii) IICRC shareholders will vote on whether or not to sell IICRC stock to the prospective association. Thereafter the IICRC Board of Directors will vote on whether or not to sell the IICRC stock to the prospective association. The IICRC shareholders and the IICRC Board of Directors must approve the sale of stock to the prospective association by two thirds (2/3) majority vote out of all eligible votes that can be cast.
(iv) Neither application for purchase of IICRC stock nor meeting all eligibility requirements for purchase of such stock confers any claim or right upon the applicant, and the IICRC reserves the absolute discretion in all instances to accept or reject any application for any reason or no reason.
(f) Payment in full for any stock assigned to an approved association will be required before shares of IICRC stock will be issued.
(g) All shareholders are required to sign a Stock Subscription Agreement and Restrictive Stock Transfer Agreement and shall be subject to all organizational documents, resolutions, policies, and regulations of IICRC.
(h) For purposes of this Policy, the term “geographical areas served” shall be defined as an area in which the services offered by an association are regularly and routinely provided, and is not necessarily synonymous with the domicile of all association members.
(i) For purposes of this Policy, the term “firm” shall be defined as a business, company, or enterprise as distinguished from an individual or entity not independently engaged in business.
5.6.2 Retention of Stock. Continued ownership of stock in the IICRC shall be subject to the following:
(a) Each shareholder association, except those individuals and associations set forth in Subsection 5.6.2(i), shall maintain a not-for-profit status under its applicable governmental jurisdiction.
(b) Each Shareholder association shall define the “geographical area served” by such association, and shall provide verification to the IICRC upon request that services of the association are regularly and routinely provided within such defined geographical area.
(c) Each shareholder association shall maintain at least 50 member firms within the geographical area served by the association, except for the individual shareholders set forth in Subsection 5.6.2(i).
(d) Membership in each shareholder association must remain available to any independent or franchise cleaner, carpet inspector or restorer within the geographical area served by the association. The shareholder associations are not precluded from having membership outside of the geographical area served by the association.
(e) Each shareholder association must hold scheduled association Board of Directors meetings at least twice annually, and must hold a General Membership meeting at least once annually.
(f) No trade association holding IICRC stock may be owned by any manufacturer of equipment, chemicals, supplies or related items, nor shall its membership be limited to clients or customers of any industry supplier, franchiser or for profit organization.
(g) All shareholders shall be subject to all organizational documents, resolutions, policies and regulations of the IICRC.
(h) All shareholder Associations must provide by August 1 of each year, a six-month current roster verifying at least fifty (50) member firms (Section 5.6.2(c) above), along with proof of two (2) Board meetings and one (1) membership meeting (Section 5.6.2(e) above).
(i) It is recognized and accepted that three (3) existing shareholders in the IICRC are individuals and not trade associations, namely: Darrell Paulson, Rodney Paulson and Lee Pemberton.
5.6.3 Decertification and Redemption of Stock. Any shareholder reported to the full IICRC Board at a regularly scheduled or special IICRC Board meeting as having failed to maintain the eligibility requirements listed in Section 5.6.2 above for a period of one (1) year will be placed on probationary status for a period extending between regularly scheduled official IICRC Board meetings. The status and rights of the shareholder will not change in any way during the probationary period.
(a) An investigation by IICRC President and his/her appointees(s) will be initiated after commencement of the probationary period. The shareholder whose eligibility is questioned will be encouraged and counseled to bring itself into compliance with eligibility requirements before the next regularly scheduled IICRC Board meeting (approximately six (6) months).
(b) A report on the eligibility of the shareholder on probation will be made by the IICRC President at the next regularly scheduled IICRC Executive Committee meeting, with a recommendation on whether or not to pursue the matter as an agenda item at the next IICRC Board of Directors meeting.
(c) Within the probationary period, the IICRC Board will vote on the matter of eligibility of the shareholder in question and may a) reinstate that shareholder, or b) continue the probationary period, or c) suspend all shareholder’s rights as a participating IICRC shareholder and Board member until such time that the shareholder shall comply with eligibility requirements stated in
this Policy.
(d) If the shareholder on probation does not comply with the eligibility requirements stated in this Policy for one (1) year, commencing from the beginning of the initial probationary period, then upon election and request by the IICRC, such shareholder shall redeem all stock in the IICRC in return for the purchase price paid, which redemption right shall be specifically enforceable by the IICRC.
5.7 Shareholder Approval of Prospective New Shareholders. Prospective new shareholders of the Corporation must be approved by two-thirds of all the votes entitled to be cast by the shareholders, and must thereafter be approved by a majority vote of a quorum of the Board of Directors.
ARTICLE VI
Distribution of Surplus Funds
6.1 All surplus funds of the Corporation, as provided in the Act, shall be used in furtherance of the purposes of the Corporation and shall not be distributed to shareholders or any other person or entity, except charitable entities qualifying under Section 501(c) (3) of the Code.
ARTICLE VII
Distribution of Assets Upon Dissolution or Liquidation
7.1 Upon dissolution or liquidation of the Corporation, after payment of all outstanding debts or obligations, any remaining assets shall be distributed to the shareholders in proportion to each shareholder’s respective percentage ownership of shares outstanding on the dissolution or liquidation date.
ARTICLE VIII
Dissenting Shareholders
8.1 A dissenting shareholder shall be limited to a return of the par value of his shares.
ARTICLE IX
Provisions for Regulation of the
Internal Affairs of the Corporation
9.1 Bylaws. The initial Bylaws of the Corporation shall be adopted by its Board of Directors. The power to alter, amend or repeal the Bylaws, or to adopt a new set of Bylaws, shall be reserved as set forth in the Bylaws. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with the Act, or these Articles of Incorporation.
9.2 Transactions in Which Directors Have an Interest. Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any firm of which one or more of its directors are members, or employees, or in which they are interested, or between the Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for all purposes, notwithstanding the presence of the director or directors at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, the contract or transaction, and notwithstanding his or their participation in the action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize or ratify the contract or transaction, the interested director or directors to be counted in determining whether a quorum is present and to be entitled to vote on such authorization or ratification. This section shall not be construed to invalidate any contract or other transaction that would otherwise be valid under the common and statutory law applicable to it.
9.3 Compensation of Directors. The Board of Directors is authorized to make provision for reasonable compensation to directors for their services in such capacity and to fix the basis and conditions upon which this compensation shall be paid. Any director may also serve the Corporation in any other capacity and receive compensation therefore in any form.
9.4 Amendments of Articles of Incorporation. The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation, in any manner now or hereafter prescribed by law, and all rights and powers conferred herein on shareholders and directors are subject to this reserved power.
9.5 Action by Directors Without a Meeting. Whenever proposals or Directors or Officers are to be voted upon, such vote may be taken by mail if the name of each candidate and the text of each proposal to be so voted upon are set forth in a writing accompanying or contained in the Notice of meeting or vote to be taken by mail. Persons voting by mail shall be deemed present for all purposes of quorum, count of votes and percentages of total voting power voting. Voting by mail shall include any form of written communication, including regular mail, electronic mail (email) and facsimile transmission.
9.6 Action by Shareholders Without a Meeting. Whenever “Shareholder Group One Directors” are to be voted upon, such vote may be taken by mail if the names of each candidate to be so voted upon are set forth in a writing accompanying or contained in the Notice of meeting or vote to be taken by mail. Persons voting by mail shall be deemed present for all purposes of quorum, count of votes and percentages of total voting power voting. Voting by mail shall include any form of written communication, including regular mail, electronic mail (email) and facsimile transmission.
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ARTICLE X
Address of Registered Office
and Name of Registered Agent
10.1 Registered Agent. The name of the registered agent of the Corporation, an individual resident in Washington whose business office is at the address set forth below, is KENWAY B. MEAD.
10.2 Registered Office. The address of the registered office of the Corporation is 2715 E. Mill Plain Blvd., Vancouver, Washington 98661.
ARTICLE XI
Data Respecting Directors
11.1 Number of Directors. The number of directors of this Corporation shall be fixed in the manner specified by the Bylaws of this Corporation.
11.2 Initial Directors. The initial Board of Directors shall consist of 17 directors. The names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders, or until their successors shall have been elected and qualified, are as follows:
LEWIS CLEMENT ERIC ROTTMEISTER
4136 Minnesota Ave. 350 W. 8th Avenue
Fair Oaks, CA 95628 Vancouver, BC V5Y 3X2
TOM CHERNEY ARNOLD EISENBERG
196 Dock Road 62 Starling Court
Matawan, NJ 07747 Roslyn, NY 11576
Director for New York
Rug Cleaners Institute
DON ELDRED LARRY COOPER
1315 Industrial Road 6445 N. Downing
Cambridge, Ont N3H 4V6 Denver, CO 80229
VINCE CAFFARELLO SONNY BASS
2151 Waukegan Road 110 E. Church Street
Deerfield, IL 60015 Americus, GA 31709
TOM HAMMOND RAY WAITS
1650 Olive Road 12917 Valley Branch
Augusta, GA 30904 Dallas, TX 75234
PAUL LUCAS MARK VIOLAND
13744 – 172nd Avenue 3201 E. Royalton Road
Grand Haven, MI 49417 Broadview Heights, OH 44147
BOB WITTKAMP DARRELL PAULSON
4275 – 34th St. So. #157 130 S. First Avenue
St. Petersburg, FL 33711 Arcadia, CA 91006
LEE PEMBERTON EDGAR YORK
5825 Smithfield St. 5606 N.E. 280th Avenue
McKeesport, PA 15135 Camas, WA 98607
ARNOLD EISENBERG
62 Starling Court
Roslyn, NY 11576
Director for The
Association of
Specialists in Cleaning
& Restoration
11.3 Removal of Directors. A Director may be removed with or without cause by an affirmative vote of two-thirds (2/3) of the shareholders entitled to vote on removal of Directors, at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such shareholders stating that a purpose of the meeting is to vote on removal of the named Director(s).
ARTICLE XII
Data Respecting Incorporator
12.1 The name and address of the incorporator of the Corporation is:
INTERNATIONAL INSTITUTE OF
CARPET & UPHOLSTERY CERTIFICATION, INC.
12430 E. Whittier Blvd.
Whittier, CA 90602
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ARTICLE XIII
Limitation of Director Liability
13.1 No director shall be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director except for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 23A.08.450, or 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.
13.2 Immunity From Liability. A member of the Board of Directors or an officer of the Corporation is not individually liable to the Corporation or its shareholders or members in their capacity as shareholders or members for conduct within his or her official capacity as a director or officer after July 22, 2001, except for acts or omissions that involve intentional misconduct or a knowing violation of the law, or that involve a transaction from which the director or officer will personally receive a benefit in money, property, or services to which the director or officer is not legally entitled.
DATED this day of _____ day of _____________ 2020 by:
Institute of Inspection, Cleaning and Restoration
Certification (IICRC)
By: ______________________________________
Michael Dakduk, its President and CEO
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- IICRC Articles of Incorporation
