Governance & Accountability

ARTICLES OF INCORPORATION 

TRUE OPPORTUNITY PROGRAM 

A Washington nonprofit corporation 

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Article I – Name 

The name of the corporation is: 
True Opportunity Program 

 

Article II – Duration 

The duration of the corporation shall be perpetual. 

 

Article III – Purpose 

This corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, or the corresponding provision of any future federal tax law. 

The purpose of this organization is to develop and provide curriculum, publications, mentorship, and structured support systems for incarcerated and formerly incarcerated individuals. The corporation exists to educate participants on societal changes, promote personal accountability, strengthen transition readiness, and support successful reentry, rehabilitation, and long-term personal growth. 

The corporation may carry out its mission through educational programming, publications, mentorship, reentry support services, workforce readiness initiatives, community outreach, and public awareness efforts. This includes the creation and distribution of written materials, digital content, and media related to rehabilitation, reentry, and crime prevention. 

The corporation is organized and operated for the public benefit, with the goal of reducing recidivism, strengthening communities, and improving public safety. 

 

Article IV – Registered Agent and Registered Office 

The name of the registered agent is: 
Sandor Rivera 

The registered office address is: 
1133 SW 320th Place 
Federal Way, WA 98023 

 

Article V – Principal Office 

The principal office of the corporation shall be located at: 
1133 SW 320th Place 
Federal Way, WA 98023 

or at such other location as may be designated by the Board of Directors in accordance with applicable law. 

 

Article VI – Board of Directors 

The corporation shall be governed by a Board of Directors consisting of no fewer than three (3) directors. 

The initial Board of Directors shall consist of three (3) individuals. The Board may appoint additional directors as authorized by the bylaws and applicable law. 

 

Article VII – Membership 

This corporation shall have no members. 

 

Article VIII – Incorporator 

The name and address of the incorporator are: 

Sandor Rivera 
1133 SW 320th Place 
Federal Way, WA 98023 

 

Article IX – No Private Inurement and Compensation 

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, incorporator, or any private individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles. 

The corporation shall not be organized or operated for the private gain of any person. 

 

Article X – Limitations on Activities 

No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except as permitted under Section 501(c)(3) of the Internal Revenue Code. 

The corporation shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office. 

 

Article XI – Dissolution 

Upon the dissolution of the corporation, and after paying or making provision for all liabilities of the corporation, the remaining assets shall be distributed exclusively for one or more purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. 

Such assets shall be distributed to one or more organizations that qualify as tax-exempt organizations under Section 501(c)(3), as determined by the Board of Directors. 

 

Article XII – Limitation of Liability 

To the fullest extent permitted under Washington law, a director or officer of the corporation shall not be personally liable for monetary damages for conduct as a director or officer of the corporation. 

 

Article XIII – Indemnification 

The corporation shall indemnify its directors and officers to the fullest extent permitted by law against expenses, liabilities, and claims arising from their service to the organization, provided such actions were taken in good faith and in a manner reasonably believed to be in the best interest of the corporation. 

 

Article XIV – Non-Discrimination 

The corporation shall not discriminate on the basis of race, ethnicity, national origin, religion, gender, disability, or any other protected status under applicable law. 

 

Certification and Signature 

I, the undersigned incorporator, certify that the foregoing Articles of Incorporation are true and correct to the best of my knowledge and belief. 

 

Sandor Rivera, Incorporator 

Date: _____April 11, 2026______

TRUE OPPORTUNITY PROGRAM (T.O.P.) 

Conflict of Interest Policy 

 

 

1. Purpose 

The purpose of this Conflict of Interest Policy is to protect the integrity, transparency, and accountability of the True Opportunity Program (TOP). 

This policy ensures that all decisions are made in the best interest of the organization, free from personal, financial, or professional bias. 

 

2. Definition of Conflict of Interest 

A conflict of interest exists when a Board Member, Officer, or key participant has a direct or indirect interest that could influence—or appear to influence—their decision-making. 

This includes, but is not limited to: 

  • Financial gain or compensation  

  • Ownership or employment in a related business  

  • Family or personal relationships  

  • Contractual or vendor relationships  

  • Personal benefit from organizational decisions  

 

3. Covered Individuals 

This policy applies to: 

  • Board of Directors  

  • Officers (President, Treasurer, Secretary)  

  • Executive Leadership (CEO, COO)  

  • Key staff, contractors, and decision-makers  

 

4. Duty to Disclose 

All covered individuals are required to: 

  • Disclose any actual or potential conflict of interest  

  • Do so before discussion or decision-making occurs  

  • Provide full transparency regarding the nature of the conflict  

Disclosure must be made: 

  • During Board meetings  

  • In writing when appropriate  

  • As soon as the conflict becomes known  

 

5. Procedures for Addressing Conflicts 

When a conflict is disclosed: 

A. Determination 

  • The Board (excluding the interested party) will determine if a conflict exists  

  • Decision made by majority vote  

B. Recusal 

The individual must: 

  • Abstain from voting  

  • Refrain from influencing the discussion  

  • Leave the room if necessary  

C. Documentation 

The following must be recorded in meeting minutes: 

  • Nature of the conflict  

  • Names of individuals involved  

  • Decision made  

  • Any abstentions  

 

6. Compensation & Financial Transactions 

Any transaction involving a potential conflict must be: 

  • Fair and reasonable  

  • In alignment with TOP’s mission  

  • Approved by disinterested Board Members  

Examples include: 

  • Hiring a Board member for services  

  • Purchasing materials from a related business  

  • Contracts involving personal connections  

 

7. Annual Disclosure Requirement 

All Board Members and Officers must complete an Annual Conflict of Interest Disclosure Form, confirming: 

  • Any existing conflicts  

  • Any potential future conflicts  

  • Commitment to compliance with this policy  

 

8. Violations of Policy 

Failure to disclose a conflict may result in: 

  • Review by the Board  

  • Disciplinary action  

  • Removal from position (by majority vote)  

 

9. Guiding Principle 

TOP operates under a strict standard: 

“The mission comes before the individual.” 

All decisions must prioritize: 

  • Organizational integrity  

  • Responsible use of funds  

  • Long-term impact