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shall not have or issue shares of stock, shall not make any disbursement of income to its directors or <br /> officers,and shall not make loans to its officers or directors. <br /> ARTICLE V—POWERS <br /> In general, and subject to such limitations and conditions as are or may be prescribed by <br /> law, or in these Articles of Incorporation or in the PORTAL AGENCY'S Bylaws or in the <br /> Interlocal Agreement, the PORTAL AGENCY shall have all powers which now or hereafter are <br /> conferred under Chapters 24.06 and 39.34 RCW and other applicable law upon a corporation <br /> organized for the purposes set forth above,or are necessary or incidental to the powers so conferred, <br /> or are conducive to the attainment of the PORTAL AGENCY's purposes. <br /> ARTICLE VI—MEMBERS <br /> Each Member of PORTAL AGENCY must be a general purpose municipal corporation <br /> formed and existing as a city or town under the laws of the state of Washington and meeting the <br /> other requirements described in the Interlocal Agreement. As used in these Articles, the term <br /> "Members" means "Principals" as defined in the Interlocal Agreement. The rights and <br /> responsibilities of the Members/Principals and the manner of their election, appointment, or <br /> admission to membership and termination of membership shall be as provided for in the Interlocal <br /> Agreement. The PORTAL AGENCY shall have one class of Members/Principals, except that each <br /> Member/Principal may be treated as a separate class for calculating votes as provided for in the <br /> Interlocal Agreement. <br /> ARTICLE VII—DISTRIBUTIONS UPON DISSOLUTION <br /> No director, trustee or officer of the PORTAL AGENCY, nor any private individual, shall <br /> be entitled to share in the distribution of any of the corporate assets upon dissolution of the <br /> PORTAL AGENCY or the winding up of its affairs. Upon dissolution of the PORTAL AGENCY, <br /> after paying, satisfying,and discharging, or making adequate provision therefor, of all liabilities and <br /> obligations of the PORTAL AGENCY, and after returning, transferring, or conveying assets held <br /> by the PORTAL AGENCY requiring return,transfer,or conveyance on condition of the dissolution, <br /> all remaining assets of the PORTAL AGENCY shall be distributed by the Executive Board as <br /> provided for in the Interlocal Agreement. <br /> ARTICLE VIII—DISSENTING MEMBERS <br /> "Dissenting members," as that term is used in RCW 24.06.245 through 255, will be entitled <br /> to the rights and allocation of assets set forth in the Interlocal Agreement, but may be limited to "a <br /> return of less than the fair value"of their membership as that term is used in RCW 24.06.255. <br /> Page 2 of 6 <br />