HomeMy WebLinkAboutResolution No. 95-P30 0
RESOLUTION NO. 95-P-2
A RESOLUTION OF THE AZUSA PUBLIC FINANCING AUTHORITY
APPROVING THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF AZUSA VALLEY WATER COMPANY
WHEREAS, the City of Azusa (the "City") and the
Redevelopment Agency of the City have entered into a Joint
Exercise of Powers Agreement dated January 2, 1990, establishing
the Azusa Public Financing Authority (the "Authority");
WHEREAS, the Authority is the sole member of the Azusa
Valley Water Company, a nonprofit public benefit corporation
("AVWC");
WHEREAS, the California State Board of Equalization has
suggested certain changes to the Articles of AVWC to make certain
real property of the corporation eligible for a welfare exemption
from property taxation; and
WHEREAS, it is deemed in the best interest of AVWC and
of the Authority, AVWC's sole member, that the AVWC qualify for
such welfare exemption;
NOW, THEREFORE, the Board of Directors of the Authority
does hereby resolve, determine and order:
Section 1. Amendment of AVWC Articles.
RESOLVED, that the Authority, as sole member of AVWC,
hereby authorizes and approves the Amended and Restated Articles
of Incorporation of AVWC in the form attached hereto as Exhibit
"A", with such changes thereto as may be required to comply with
applicable law.
RESOLVED, that the officers of AVWC, and any of them,
be and hereby are authorized, empowered and directed to prepare,
execute and file with the office of the Secretary of State of
California a Certificate of Amendment of Articles of
Incorporation substantially in the form attached hereto as
Exhibit "B" to effect the amendment of AVWC's Articles of
Incorporation as set forth in these resolutions.
Section 2. Further Steps.
RESOLVED FURTHER, that any and all proper officers of
the Authority, and each of them, be and hereby are authorized,
empowered and directed to execute any and all documents,
instruments or papers and to take any or all steps or actions
which may be necessary or appropriate to carry out the interest
of the foregoing resolutions and the transactions contemplated
thereby.
m t%568.D
Section 3. Effective Date. This Resolution shall take
effect from and after the date of its passage and adoption.
PASSED AND ADOPTED at a regular meeting of the Azusa Public
Financing Authority, held this 20th day of June, 1995, on the
following vote:
J
Stephen FJ. Alexander, CHAIRMAN
I HEREBY CERTIFY the foregoing Resolution was duly adopted
by the Board of Directors of Azusa Public Financing Authority, at
a regular meeting thereof held on the 20th day of June, 1995.
AYES: DIRECTORS: HARDISON, MADRID, NARANJO, BEEBE, ALEXANDER
NOES: DIRECTORS: NONE
ABSENT: DIRECTORS: NONE
Adolph A. S16lis, SEC ET
m t%568.D 2
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
AZUSA VALLEY WATER COMPANY
The Articles of Incorporation, as amended to date,
of Azusa Valley Water Company are amended and restated
in full to read as follows:
I.
The name of this corporation is:
Azusa Valley Water Company
II.
A. This corporation is a nonprofit public
benefit corporation and is not organized for the
private gain of any person: It is organized under the
Nonprofit Public Benefit Corporation Law for public and
charitable purposes.
B. The purposes for which this corporation is
formed are:
1. The general purposes and powers for which
this corporation is formed are to have and exercise all
rights and powers now or hereafter conferred on
nonprofit public benefit corporations under the laws of
the State of California; provided, however, that this
corporation shall not have the power to, and shall not,
do any act or conduct any activity, plan, scheme,
design or course of conduct which in any way conflicts
with section 5O1(c)(3) of the Internal Revenue Code of
1986 and regulations promulgated pursuant to such
sections as they now exist or as they may hereafter be
amended.
2. The specific and primary purpose for
which this corporation is formed is to support or
benefit the City of Azusa by providing a water system
for the City of Azusa, State of California (the "City")
and surrounding areas. This will promote the common
good and general welfare of the residents of the City
and surrounding areas, and the governmental enterprises
in the City and surrounding areas.
Exhibit "A"
F:\RMT\301.D Page 1 of 3
The county
principal office
this corporation
County.
in the State of California where the
for the transaction of business of
is to be located is Los Angeles
IV.
This corporation shall have one class of
memberships, the terms and qualifications of which
shall be specified in the bylaws of this corporation.
V.
The property of this corporation is irrevocably
dedicated to charitable purposes and no
parts of the net income or assets of this corporation
shall ever inure to the benefit of any director or
officer thereof, or to the benefit of any member
thereof that is not a governmental agency or
instrumentality of a governmental agency, or to the
benefit of any private person.
VI.
This corporation is organized and operated
exclusively for public and charitable purposes within
the meaning of section 501(c)(3) of the Internal
Revenue Code of 1986.
A. Notwithstanding any other provision of these
Articles, this corporation shall not carry on any other
activity not permitted to be carried on by a
corporation exempt from federal income tax under
section 501(c)(3) of the Internal Revenue Code of 1986.
B. No substantial part of the activities of this
corporation shall consist of carrying on propaganda, or
otherwise attempting to influence legislation, and this
corporation shall not participate or intervene in any
political campaign (including the publishing or
distribution of statements) on behalf of any candidate
for political office.
Exhibit "A"
F:\RMMOLD Page 2 of 3
VII.
A. During the continuance of this corporation, it
may distribute any of its assets to the United States
of America, the State of California, the City, or any
political subdivision thereof, or to a nonprofit fund,
foundation or corporation which is organized and
operated exclusively for charitable or social welfare
purposes and which has established its tax-exempt
status under section 501(c)(3) of the Internal Revenue
Code of 1986.
B. Upon the dissolution or winding up of this
corporation, its assets remaining after payment, or
provision for payment, of all debts and liabilities of
this corporation, shall be distributed to the United
States of America, the State of California, the City,
or any political subdivision thereof, or to a nonprofit
fund, foundation or corporation which is organized and
operated exclusively for charitable
purposes and which has established its tax-exempt
status under section 501(c)(3) of the Internal Revenue
Code of 1986.
Exhibit "A"
F:1RMT\301.D Page 3 of 3
0 0
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
AZUSA VALLEY WATER COMPANY
Stephen J. Alexander and Adolph A. Solis certify that:
1. They are the President and the Secretary, respectively of
Azusa Valley Water Company, a California nonprofit public benefit
corporation (the "Corporation").
2. The Articles of Incorporation of the Corporation are
amended and restated in full to read as follows:
"AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
AZUSA VALLEY WATER COMPANY"
The Articles of Incorporation, as amended to date,
of Azusa Valley Water Company are amended and restated
in full to read as follows:
The name of this corporation is:
Azusa Valley Water Company
II.
A. This corporation is a nonprofit public
benefit corporation and is not organized for the
private gain of any person. It is organized under the
Nonprofit Public Benefit Corporation Law for public and
charitable purposes.
B. The purposes for which this corporation is
formed are:
1. The general purposes and powers for which
this corporation is formed are to have and exercise all
rights and powers now or hereafter conferred on
nonprofit public benefit corporations under the laws of
the State of California; provided, however, that this
corporation shall not have the power to, and shall not,
do any act or conduct any activity, plan, scheme,
design or course of conduct which in any way conflicts
with section 501(c)(3) of the Internal Revenue Code of
1986 and regulations promulgated pursuant to such
Exhibit "B"
.6570M Page 1 of 4
sections as they now exist or as they may hereafter be
amended.
2. The specific and primary purpose for
which this corporation is formed is to support or
benefit the City of Azusa by providing a water system
for the City of Azusa, State of California (the "City")
and surrounding areas. This will promote the common
good and general welfare of the residents of the City
and surrounding areas, and the governmental enterprises
in the City and surrounding areas.
The county in the State of California where the
principal office for the transaction of business of
this corporation is to be located is Los Angeles
County.
IV.
This corporation shall have one class of
memberships, the terms and qualifications of which
shall be specified in the bylaws of this corporation.
ko
The property of this corporation is irrevocably
dedicated to charitable purposes and no parts of the
net income or assets of this corporation shall ever
inure to the benefit of any director or officer
thereof, or to the benefit of any member thereof that
is not a governmental agency or instrumentality of a
governmental agency, or to the benefit of any private
person.
VI.
This corporation is organized and operated
exclusively for public and charitable purposes within
the meaning of section 501(c)(3) of the Internal
Revenue Code of 1986.
A. Notwithstanding any other provision of these
Articles, this corporation shall not carry on any other
activity not permitted to be carried on by a
corporation exempt from federal income tax under
Exhibit "B"
m[1570.D Page 2 of 4
•
section 501(c)(3) of the Internal Revenue Code of 1986.
B. No substantial part of the activities of this
corporation shall consist of carrying on propaganda, or
otherwise attempting to influence legislation, and this
corporation shall not participate or intervene in any
political campaign (including the publishing or
distribution of statements) on behalf of any candidate
for political office.
VII.
A. During the continuance of this corporation, it
may distribute any of its assets to the United States
of America, the State of California, the City, or any
political subdivision thereof, or to a nonprofit fund,
foundation or corporation which is organized and
operated exclusively for charitable or social welfare
purposes and which has established its tax-exempt
status under section 501(c)(3) of the Internal Revenue
Code of 1986.
B. Upon the dissolution or winding up of this
corporation, its assets remaining after payment, or
provision for payment, of all debts and liabilities of
this corporation, shall be distributed to the United
States of America, the State of California, the City,
or any political subdivision thereof, or to a nonprofit
fund, foundation or corporation which is organized and
operated exclusively for charitable purposes and which
has established its tax-exempt status under section
501(c)(3) of the Internal Revenue Code of 1986."
3. The articles as amended have been approved by the Board
of Directors of the Corporation and by the sole member of the
Corporation.
S ephe J. Ale J der, Pkesident
///j4
Adol Aol`is, Secret-dry
Exhibit "B"
=6570.D Page 3 of 4
We further declare under penalty of perjury under the laws
of the state of California that the matters set forth in this
certificate are true and correct of our own knowledge.
Date: June AO, 1995
Stephen ff. Alexander, Presi ent
/4S,68'i�'Pktar-y-
Exhibit
*AdolpA.-o s,
"B"
=A5570.D Page 4 of 4
CITY OF p
oy Light &Water Department AGENDA
rry Or h II 729 N. Azusa Avenue — P.O. Box 9500 — Azusa, CA 91702 — Phone 8181812.5208 — FAX 818/3343163
TO: HONORABLE CHAIRMAN
& MEMBERS OF AZUSA PUBLIC FINANCING AUTHORITY
FROM: JOSEPH F. HSU, DIRECTOR OF UTILITIES AL -
VIA: HENRY GARCIA, EXECUTIVE OFFICER
DATE: June 13, 1995
RE: Resolution Approving the Amended & Restated Articles of Incorporation
of the Azusa Valley Water Company
BACKGROUND
In order to apply for welfare. exemption from the State Board of Equalization, it is required to
amend the existing Article of Incorporation of the Azusa Valley Water Company. There are only
two minor changes to Exhibit "A" of the attached.
RECOMMENDATION
In the best interest of the Azusa Valley Water Company and the Azusa Public Financing
Authority, I recommend the Authority pass the Resolution approving the amendments and
restating the Articles of Incorporation of the Azusa Valley Water Company. Further, I request
that the Chairman to execute this Resolution.
Iiq'M4TI $l4M,