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