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HomeMy WebLinkAboutHuntington Beach Fourth of July Foundation - By-Laws - By La REQUE_ FOR CITY COUNC,__ ACTION Date Agri 1 6. 1992 Submitted to: Honorable Mayor and City Council APPROVED BY CITY COUNCIL Submitted by: Michael T. Uberuaga, City AdministratorG? ------ Prepared by: Ron Hagan, Director, Community SIV Subject: ESTABLISHMENT OF HUNTINGTON BEACH FOURTH OF JULY FOUNDATION Consistent with Council Policy? [ ] Yes [ ] New Policy or Exception Statement of Issue, Recommendation,Analysis, Funding Source, Alternative Actions, Attachments: Q� STATEMENT OF ISSUE There is a nee to establish a nonprofit, public benefit corporation known as the Huntington Beach Fourth of July Foundation. The corporation is organized exclusively for charitable purposes to increase the ability to raise funds for the Fourth of July parade and associated activities. RECOMMENDATION tuntington 1 . Awet�e the bylaws of the Beach Fourth of July Foundation. 2. a the Articles of Incorporation of the Huntington Beach Fourth of July Foundation. 3. Direct the City'Attorney to assist the Foundation to the extent feasible to prepare and file papers for incorporation with the State of California. ANALYSIS TFe-R-u—ntington Beach Fourth of July Foundation is being proposed for the following purposes: To develop public awareness and participation in the Fourth of July parade and celebration; to encourage a spirit of cooperation between the City of Huntington Beach and the community for the Fourth of July activities, and, most importantly, to plan and implement an extensive fund-raising campaign. The Foundation's Board of Directors would create an operating committee very similar to the present board to coordinate and conduct the annual Fourth of July parade and celebration. FUNDING SOURCE A ALTERNATIVE ACTIONS 1 . Not approve t e bylaws and Articles of Incorporation as presented. 2. Approve the bylaws and Articles of Incorporation subject to specific changes. ATTACHMENTS Fourth of July Foundation bylaws and Articles of Incorporation. RH :BF:cjg O 2137E/11 3/17/92 PIO 4/84 ' ' I BYLAWS OF HUNTINGTON BEACH FOURTH OF JULY FOUNDATION ARTICLE I OBJECTIVES The Huntington Beach Fourth of July Foundation is organized under the nonprofit corporation laws, State of California, for the following purposes: 1. To develop public awareness and participation in the Fourth of July parade and celebration 2. To encourage a spirit of cooperation between the City of Huntington Beach and the community for the Fourth of July activities 3. To plan and implement the Huntington Beach Fourth of July Foundation's fund-raising campaign ARTICLE II CONDUCT OF BUSINESS The business of the Foundation shall be conducted by and through a board of directors, hereinafter referred to as "the Board." ARTICLE III PRINCIPAL OFFICES The principal office for the transaction of the business of the Foundation is the City of Huntington Beach, Orange County, California. The Board may at any time, or from time to time, change the location of the principal office from one location to another in the City of Huntington Beach, California. ARTICLE IV BOARD OF DIRECTORS Section 1. Number of Directors The Board shall not exceed twenty-five members until the number is changed by amendment to these bylaws. Section 2. Eligibility and Term of Service of Board of Directors Page 2 A candidate for the Board shall be recommended to the Board for consideration by a current member of the Board. The appointment must have a vote of the majority of those holding a seat on the Board. The term of office of each director of the Foundation shall be four years or until a successor is appointed. Directors may serve no more than two consecutive terms. Section 3. Quorum and Required Votes A majority of the Foundation currently serving shall constitute a quorum for the transaction of business. Approval of the majority of the Board members in office is required for the appointment, election or removal of a director, change in the bylaws, for borrowing money and the disposition of assets. Section 4. Minutes All official actions by the Board of Directors shall be duly recorded in the minutes by the elected secretary of the Board of Directors. Section 5. Powers of the Board Without limiting the general powers, the Board shall, under the general direction of the City Council, have the following powers: a. to select, appoint and remove all members of the Board of Directors b. to conduct, manage and control the affairs and business of the Foundation, and to make rules and regulations not inconsistent with the law, the articles of incorporation, or the bylaws C. to borrow money and incur indebtedness for the purposes of the Foundation, and for that purpose to cause to be executed and delivered, in the Foundation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities d. to propose and adopt or amend any policy statements of the Foundation The City of Huntington Beach retains all rights to the Fourth of July Parade and fireworks show and no commercial use of such can be made without the city's permission. Section 6. Vacancies Vacancies on the Board shall be filled by a majority of the remaining directors of the Foundation currently serving even though less than a quorum, or by the sole remaining Board member. A successor director so elected shall serve for the unexpired term of his predecessor. Section 7. Place of Meeting Regular and special meetings of the Board shall be held at the principal office or any other place in the City of Huntington Beach that has been designated from time to time by resolution of the Board or by written consent of all members of the Board. Page 3 Section 8. Organization Meeting At each November meeting, the Board of Directors shall organize, elect officers and transact other business as necessary. Section 9. Regular Meetings Regular meetings of the Board of Directors shall be held monthly on the same day of the month as determined by the Board. Notice will be given of any regular meetings. Such meetings are open to all directors, city officials and invited guests. Section_10• Special (leetings Special meetings of the Board for any purpose may be called at any time by the chair of the Foundation or by any three directors of the Foundation. Written notice of the time and place of special meetings shall be delivered personally to each director or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him/her at his/her address as it is shown on the records of the Foundation. The notice shall be mailed or delivered at least three days before the time of the holding of the meeting. Section 11. Removal of a-Director ` A director may be removed from office, for just cause, by a majority vote of the Board. Should a director be absent more than three meetings per a calendar year without justification, action may be taken for his/her removal. Section 12. Compensation Members of the Board of Directors of the Foundation shall receive no compensation for their services as such. ARTICLE V OFFICERS Section 1. Officers The officers of the Foundation Board of Directors shall be a chair and six vice chairs: Vice Chair (President of Operating Committee); Vice Chair (Fund-Raising); Vice Chair (Parade Policy); Vice Chair (City Liaison); Vice Chair (Public Relations); Vice Chair (Special Events); a secretary; a treasurer and such other officers as the Board may appoint. No person may hold more than one of these offices at the same time. Officers shall be members of the Board. Any Board member is eligible for any office. Section 2. Election The Board shall elect all officers of the Foundation Board of Directors for a term of one year or until their qualified successors are elected. Officers may serve two consecutive terms. Page 4 The Nominating Committee, appointed in October by the chair, shall report at the November meeting, a slate of officers for the corning year. Additional names may be proposed at that time providing prior consent of the nominee has first been obtained. Section 3. Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the the Board. Section 4. Chair Subject to the control of the Board, the chair shall exercise general supervision, direction, and control of the business and affairs of the Foundation. He/she shall preside at all meetings of the members and Board and shall have such other powers and duties as may be prescribed from time to time by the Board. Section 5. Vice Chair The vice chairs shall have such powers and perform such duties as may be prescribed from time to time by the Board. Section 6. SecretaL The secretary shall keep a full and complete record of the proceedings of the Board, shall keep the seal of the Foundation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, and shall supervise the keeping of the records of-the Foundation. Section 7. Treasurer The treasurer shall receive and safely keep all funds of the Foundation and deposit them in the bank or banks that may be designated by the Board. Those funds shall be paid out only on checks of the Foundation, signed by the chair and treasurer or one vice chair, or by such officers as may be designated by the Board as authorized to sign them. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. ARTICLE VI COMMITTEE Section 1. Operating Committee The Foundation Board of Directors shall create an Operating Committee to coordinate and conduct the annual Fourth of July parade and celebration. The Operating Committee shall have fifteen (15) members consisting of the president, vice president, secretary, and twelve (12) at-large members. The president of the Operating Committee shall be a vice chair on the Foundation Board of Directors. All official actions by the Operating Committee shall be duly recorded in minutes by the secretary or in the absence of the secretary by a substitute appointed temporarily. Following each meeting of the Operating Committee, copies of the minutes shall be promptly transmitted to each member of the Board of Directors. Page 5 Section 2. Other Committees of the Board of Directors The Board of Directors, by resolution, may designate one or more committees, each of which shall consist of one or more directors. Each committee shall have and exercise the authority of the directors in the management of the Foundation, but any such delegation of authority shall not relieve the Board or any individual director of the Board of any responsibility imposed on it or him/her by law. Members of these various committees shall serve for the term prescribed in the resolution creating the committee or until the committee is dissolved by action of the Board of Directors. One member of each committee shall be appointed chair by the Board of Directors or such other person as may be designated in the resolution creating the committee. Vacancies in the membership of any such committee may be filled in the same manner as provided in the resolution for the original appointments. Membership on committees does not require membership on the Foundation Board of Directors. Section 3. Rules Committees may adopt rules for their own government not inconsistent with these bylaws or with rules adopted by the Board of Directors for the operation of such committee. ARTICLE V1I AUXILIARY COMMITTEES The Huntington Beach Fourth of July Foundation Board of Directors encourages and recognizes subordinate and auxiliary philanthropic service groups whose members are sympathetic to the purposes and goals of the Huntington Beach Fourth of July Foundation and with an emphasis on fund development and service to the community. All auxiliary committees must conduct business in accordance the bylaws of the Huntington Beach Fourth of July Foundation Board of Directors and are responsible to the Board of Directors of the Foundation. All service groups affiliated with the Huntington Beach Fourth of July Foundation must have a charter and bylaws that have been approved by the Huntington Beach Fourth of July Foundation Board of Directors. ARTICLE Vill AMENDMENT OF BYLAWS These bylaws may be amended or replaced and new bylaws adopted by the vote of a majority of the Board of Directors at any regular or special meeting. 2164E/8-12 12/23/91 ARTICLES OF INCORPORATION OF HUNTINGTON BEACH FOURTH OF JULY FOUNDATION A California Nonprofit Public Benefit Corporation ONE: The name of the corporation is HUNTINGTON BEACH FOURTH OF JULY FOUNDATION. TWO: 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 charitable purposes. The corporation is organized exclusively for charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. THREE: The name and address in California of the corporation's initial agent for service of process are: William T. Fowler Civic Center 2000 Main Street Huntington Beach, CA 92648 Page Two FOUR: (a) 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 in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. (b) All corporate property is irrevocably dedicated to the purposes set forth in Article Two above. No part of the net earnings of this corporation shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals. (c) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organization (or organizations) organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 23701d of the California Revenue and Taxation Code (or the corresponding section of any future California revenue and tax law). (d) The corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. (e) The corporation will not engage in any action of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. Page Three (f) The corporation will not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. (g) The corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. ( h) The corporation will not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. Dated: William T. Fowler I hereby declare that I am the person who executed the foregoing Articles of Incorporation which execution is my act and deed. William T. Fowler 2164E/12 • A - ROUTING SHEET/CHECKLIST WHITE - REMAINS WITH RCA GREEN - ADMINISTRATION COPY CANARY -- CITY ATTORNEY'S COPY PINK - CITY CLERK'S COPY GOLD - DEPARTMENT COPY INITIATING DEPARTMENT Community Services DATE 3/19/92 SUBJECT Establishment of H.B. Fourth of July Foundation MEETING DATE 4/6/92 AGENDA DEADLINE 3/25/92 , (TO ADMINISTRATION) YES NO PUBLIC NOTICE [ ] [ ] PUBLICATION DATE LEGAL DEPARTMENT(with Exhibits) Date In Date Out INITIATING DEPARTMENT REVIEW/CHECKLIST: YES NO N/A [ ] [ ] [X] ordinance [X] Exhibit 1 Bylaws [ ] [ ] [N Resolution [X] Exhibit 2 Articles [ ] [ ] [X] Signed Contract [ ) Exhibit 3 [ ] [ ] [X] Signed Agreement ( ] Exhibit 4 ( ] [ ] [X] Neg. Dec/EIR ( ] [ ] [X] Insurance Required Additional [ ] Exhibits Nbr. [ ] [ ] (X] Bonds Required [ ] [ ] [X] Financial Impact Statement (Unbudgeted Items Over $1,000) [X] [ ] [ ] RCA - City Council [ ] [ J [X] RCA - Redevelopment Agenc INITIATING DEPARTMENT APPROVAL BY: - A/L [ ] ADMINISTRATION REVIEW [ ] CITY CLERK FOR AGENDA COMMENTS: y REQUE* FOR CITY COUNCS ACTION Date February 18, 1992 Submitted to: Honorable Mayor and City Council Submitted by: Michael T. Uberuaga, City Administrator Ad Prepared by: Ron Hagan, Director, Community Services Subject: ESTABLISHMENT OF HUNTINGTON BEACH FOURTH OF JULY FOUNDATION Consistent with Council Policy? [ ] Yes [ ] New Policy or Exception Statement of Issue, Recommendation,Analysis, Funding Source,Alternative Actions, Attachments: STATEMENT OF ISSUE There is a nee to establish a nonprofit, public benefit corporation known as the Huntington Beach Fourth of July Foundation. The corporation is organized exclusively for charitable purposes to increase the ability to raise funds for the Fourth of July parade and associated activities. RECOMMENDATION 1 . Approve The bylaws of the Huntington Beach Fourth of July Foundation. 2. Approve the Articles of Incorporation of the Huntington Beach Fourth of July Foundation. 3. Direct the City Attorney to file papers for incorporation with the State of California. ANALYSIS 5�ie�untington Beach Fourth of July Foundation is being proposed for the following purposes: To develop public awareness and participation in the Fourth of July parade and celebration; to encourage a spirit of cooperation between the City of Huntington Beach and the community for the Fourth of July activities, and, most importantly, to plan and implement an extensive fund-raising campaign. The Foundation's Board of Directors would create an operating committee very similar to the present board to coordinate and conduct the annual Fourth of July parade and cel ebrati o-n. FUNDING SOURCE ALTERNATIVE ACTIONS 1 . Not approve t e bylaws and Articles of Incorporation as presented. 2. Approve the bylaws and Articles of Incorporation subject to specific changes. ATTACHMENTS Fourth o my Foundation bylaws and Articles of Incorporation. RH:BF:cjg 2137E/11 2/5/92 i P10 4/84 BYLAWS OF HUNTINGTON BEACH FOURTH OF JULY FOUNDATION ARTICLE I OBJECTIVES The Huntington Beach Fourth of July Foundation is organized under the nonprofit corporation laws, State of California, for the following purposes: 1. To develop public awareness and participation in the Fourth of July parade and celebration 2. To encourage a spirit of cooperation between the City of Huntington Beach and the community for the Fourth of July activities 3. To plan and implement the Huntington Beach Fourth of July Foundation's fund-raising campaign ARTICLE 11 CONDUCT OF BUSINESS The business of the Foundation shall be conducted by and through a board of directors, hereinafter referred to as "the Board." ARTICLE III PRINCIPAL OFFICES The principal office for the transaction of the business of the Foundation is the City of Huntington Beach, Orange County, California. The Board may at any time, or from time to time, change the location of the principal office from one location to another in the City of Huntington Beach, California. ARTICLE IV BOARD OF DIRECTORS Section 1. Number of Directors The Board shall not exceed twenty-five members until the number is changed by amendment to these bylaws. Section 2. Eligibility and Term of Service of Board of Directors Page 2 'A candidate for the Board shall be recommended to the Board for consideration by a current member of the Board. The appointment must have a vote of the majority of those holding a seat on the Board. The term of office of each director of the Foundation shall be four years or until a successor is appointed. Directors may serve no more than two consecutive terms. Section 3. Quorum and Required Votes A majority of the Foundation currently serving shall constitute a quorum for the transaction of business. Approval of the majority of the Board members in office is required for the appointment, election or removal of a director, change in the bylaws, for borrowing money and the disposition of assets. Section 4. Minutes All official actions by the Board of Directors shall be duly recorded in the minutes by the elected secretary of the Board of Directors. Section S. Powers of the Board Without limiting the general powers, the Board shall, under the general direction of the City Council, have the following powers: a. to select, appoint and remove all members of the Board of Directors b. to conduct, manage and control the affairs and business of the Foundation, and to make rules and regulations not inconsistent with the law, the articles of incorporation, or the bylaws c. to borrow money and incur indebtedness for the purposes of the Foundation, and for that purpose to cause to be executed and delivered, in the Foundation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and securities d. to propose and adopt or amend any policy statements of the Foundation The City of Huntington Beach retains all rights to the Fourth of July Parade and fireworks show and no commercial use of such can be made without the city's permission. Section 6. Vacancies Vacancies on the Board shall be filled by a majority of the remaining directors of the Foundation currently serving even though less than a quorum, or by the sole remaining Board member. A successor director so elected shall serve for the unexpired term of his predecessor. Section 7. Place of Meeting Regular and special meetings of the Board shall be held at the principal office or any other place in the City of Huntington Beach that has been designated from time to time by resolution of the Board or by written consent of all members of the Board. Page 3 Section 8._Organ ization Meeting At each November meeting, the Board of Directors shall organize, elect officers and transact other business as necessary. Section 9. Regular Meetings Regular meetings of the Board of Directors shall be held monthly on the same day of the month as determined by the Board. Notice will be given of any regular meetings. Such meetings are open to all directors, city officials and invited guests. Section 10. Special Meetings Special meetings of the Board for any purpose may be called at any time by the chair of the Foundation or by any three directors of the Foundation. Written notice of the time and place of special meetings shall be delivered personally to each director or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him/her at his/her address as it is shown on the records of the Foundation. The notice shall be mailed or delivered at least three days before the time of the holding of the meeting. Section It. Removal of a Director A director may be removed from office, for just cause, by a majority vote of the Board. Should a director be absent more than three meetings per a calendar year without justification, action may be taken for his/her removal. Section 12. Compensation Members of the Board of Directors of the Foundation shall receive no compensation for their services as such. ARTICLE V OFFICERS Section 1. Officers The officers of the Foundation Board of Directors shall be a chair and six vice chairs: Vice Chair (President of Operating Committee); Vice Chair (Fund-Raising); Vice Chair (Parade Policy); Vice Chair (City Liaison); Vice Chair (Public Relations); Vice Chair (Special Events); a secretary; a treasurer and such other officers as the Board may appoint. No person may hold more than one of these offices at the same time. Officers shall be members of the Board. Any Board member is eligible for any office. Section 2. Election The Board shall elect all officers of the Foundation Board of Directors for a term of one year or until their qualified successors are elected. Officers may serve two consecutive terms. Page 4 The Nominating Committee, appointed in October by the chair, shall report at the November meeting, a slate of officers for the coming year. Additional names may be proposed at that time providing prior consent of the nominee has first been obtained. Section 3. Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or otherwise shall be filled by the the Board. Section 4. Chair Subject to the control of the Board, the chair shall exercise general supervision, direction, and control of the business and affairs of the Foundation. He/she shall preside at all meetings of the members and Board and shall have such other powers and duties as may be prescribed from time to time by the Board. Section 5. Vice Chair The vice chairs shall have such powers and perform such duties as may be prescribed from time to time by the Board. Section 6. Secretary The secretary shall keep a full and complete record of the proceedings of the Board, shall keep the seal of the Foundation and affix it to such papers and instruments as may be required in the regular course of business, shall make service of such notices as may be necessary or proper, and shall supervise the keeping of the records of the Foundation. Section 7. Treasurer The treasurer shall receive and safely keep all funds of the Foundation and deposit them in the bank or banks that may be designated by the Board. Those funds shall be paid out only on checks of the Foundation, signed by the chair and treasurer or one vice chair, or by such officers as may be designated by the Board as authorized to sign them. The treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. ARTICLE V1 COMMITTEE Section 1. Operating Committee The Foundation Board of Directors shall create an Operating Committee to coordinate and conduct the annual Fourth of July parade and celebration. The Operating Committee shall have fifteen (15) members consisting of the president, vice president, secretary, and twelve (12) at-large members. The president of the Operating Committee shall be a vice chair on the Foundation Board of Directors. All official actions by the Operating Committee shall be duly recorded in minutes by the secretary or in the absence of the secretary by a substitute appointed temporarily. Following each meeting of the Operating Committee, copies of the minutes shall be promptly transmitted to each member of the Board of Directors. Page 5 Section 2. Other Committees of the Board of Directors The Board of Directors, by resolution, may designate one or more committees, each of which shall consist of one or more directors. Each committee shall have and exercise the authority of the directors in the management of the Foundation, but any such delegation of authority shall not relieve the Board or any individual director of the Board of any responsibility imposed on it or him/her by law. Members of these various committees shall serve for the term prescribed in the resolution creating the committee or until the committee is dissolved by action of the Board of Directors. One member of each committee shall be appointed chair by the Board of Directors or such other person as may be designated in the resolution creating the committee. Vacancies in the membership of any such committee may be filled in the same manner as provided in the resolution for the original appointments. Membership on committees does not require membership on the Foundation Board of Directors. Section 3. Rules Committees may adopt rules for their own government not inconsistent with these bylaws or with rules adopted by the Board of Directors for the operation of such committee. ARTICLE VII AUXILIARY COMMITTEES The Huntington Beach Fourth of July Foundation Board of Directors encourages and recognizes subordinate and auxiliary philanthropic service groups whose members are sympathetic to the purposes and goals of the Huntington Beach Fourth of July Foundation and with an emphasis on fund development and service to the community. All auxiliary committees must conduct business in accordance the bylaws of the Huntington Beach Fourth of July Foundation Board of Directors and are responsible to the Board of Directors of the Foundation. All service groups affiliated with the Huntington Beach Fourth of July Foundation must have a charter and bylaws that have been approved by the Huntington Beach Fourth of July Foundation Board of Directors. ARTICLE Vlll AMENDMENT OF BYLAWS These bylaws may be amended or replaced and new bylaws adopted by the vote of a majority of the Board of Directors at any regular or special meeting. 2164E/8-12 12/23/91 ARTICLES OF INCORPORATION OF HUNTINGTON BEACH FOURTH OF JULY FOUNDATION A California Nonprofit Public Benefit Corporation ONE: The name of the corporation is HUNTINGTON BEACH FOURTH OF JULY FOUNDATION. TWO: 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 charitable purposes. The corporation is organized exclusively for charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States internal revenue law. THREE: The name and address in California of the corporation's initial agent for service of process are: William T. Fowler Civic Center 2000 Main Street Huntington Beach, CA 92648 Page Two FOUR: (a) 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 in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. (b) All corporate property is irrevocably dedicated to the purposes set forth in Article Two above. No. part of the net earnings of this corporation shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals. (c) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organization (or organizations) organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 23701d of the California Revenue and Taxation Code (or the corresponding section of any future California revenue and tax law) . (d) The corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. (e) The corporation will not engage in any action of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. Page Three (f) The corporation will not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. (g) The corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. (h) The corporation will not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of 1954 or corresponding provisions of any later federal tax laws. Dated: William T. Fowler I hereby declare that I am the person who executed the foregoing Articles of Incorporation which execution is my act and deed. William T.-Fowler 2164E/12 xCA - ROUTING SHEET/CHECKLIST WHITE - REMAINS WITH RCA GREEN - ADMINISTRATION COPY CANARY - CITY ATTORNEY'S COPY PINK - CITY CLERK'S COPY GOLD - DEPARTMENT COPY INITIATING DEPARTMENT COMMUNITY SERVICES DATE 2/5/92 SUBJECT ESTABLISHMENT OF H.B. 4th OF JULY FOUNDATION MEETING DATE 2/18/92 AGENDA DEADLINE 2/5/92 (TO ADMINISTRATION) YES NO PUBLIC NOTICE [ ] [ ] PUBLICATION DATE LEGAL DEPARTMENT(With Exhibits) Date In Date Out INITIATING DEPARTMENT REVIEW/CHECKLIST: YES NO N/A [ ] ( ] [ X] ordinance [X] Exhibit 1 Bylaws [ ] [ ] ( X] Resolution [X] Exhibit 2 Arts. of Incorp. [ ] ( ] ( X] Signed Contract [ ] Exhibit 3 [ ] [ ] [X] Signed Agreement [ ] Exhibit 4 [ ] [ ] [X] Neg. Dec/EIR [ ] [ ] [ X] Insurance Required Additional ( ] Exhibits Nbr. [ ] [ ] ( Bonds Required [ ] [ ] [X] Financial Impact Statement (Unbudgeted Items over $1,000) [X] [ ] [ ] RCA - City Council [ ] ( ] [X] RCA - Redevelopment Agency INITIATING DEPARTMENT APPROVAL BY: [ ] ADMINISTRATION REVIEW [ ] CITY CLERK FOR AGENDA COMMENTS: