HomeMy WebLinkAboutDissolution of the City of Huntington Beach Civic Improvemen [0fl
CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
CONFIDENTIAL LAWYER-CLIENT COMMUNICATION
TO: Robin Estanislau,City Clerk
Lori Ann Farrell, Chief Financial Officer
Dale Bulosan,Finance Manager
FROM: Michael Gates, City Attorney
DATE: August 25,2017
SUBJECT: Dissolution of Civic Improvement Corporation; RLS 16-6327
Enclosed please find the Secretary of State's acceptance of the Dissolution of the City of
Huntington Beach Civic Improvement Corporation, along with a report from the Secretary of
State website showing the Corporation is dissolved. This completes the procedure for dissolving
the Corporation.
MICHAEL GATES
ity Attorney
164337.doc
ED '
s F Secretary of State
s
Off•
Nonprofit Certificate of Dissoluti
may® (California Nonprofit Corporation ONLY)
Cal IFOPP'
IMPORTANT—Read Instructions before completing this fo
There is No Fee for filing a Nonprofit Certificate of Dissolution RETURN TO CUSTOMER
Copy Fees- First page$1.00;each attachment page$0.50;
Certification Fee-$5.00 plus copy fees
Attorney General Letter: All nonprofit public benefit and relil
nonprofit corporations are required to get a letter from the Calift
Attorney General's office waiving objections to the nonprofit cor
distribution of assets, or confirming the nonprofit corporation ha
assets. If your corporation is a public benefit or religious corpor
must attach that letter to this Nonprofit Certificate of Dissolution(see
instructions). This Space For Office Use Only
1. Corporate Name (Enter the exact name of the nonprofit corporation as it is 2. 7-Digit Secretary of State File Number
recorded with the California Secretary of State.)
City of Huntington Beach Civic Improvement Corporation C1537928
3. Election
0 The dissolution was made by a vote of ALL of the members, or if there are no members, by a vote of ALL of the
directors of the California nonprofit corporation.
Note: If the above box is not checked,a Nonprofit Certificate of Election to Wind Up and Dissolve(Form ELEC NP)must be filed
prior to or together with this Nonprofit Certificate of Dissolution. (California Corporations Code sections 6611,8611,9680 and 12631.)
4. Debts and Liabilities (Check the applicable statement. Only one box may be checked. If second box is checked, you must
include the required information in an attachment.)
0% The known debts and liabilities have been actually paid or paid as far as its assets permitted.
Q The known debts and liabilities have been adequately provided for in full or as far as its assets permitted by their
assumption. Included in the attachment to this certificate, incorporated herein by this reference, is a description of
the provisions made and the name and address of the person, corporation or government agency that has assumed
or guaranteed the payment, or the depository institution with which deposit has been made.
Q The nonprofit corporation never incurred any known debts or liabilities.
5. Required Statements(Do not alter the Required Statements-ALL must be true to file Form DISS NP.)
a. The nonprofit corporation has been completely wound up and is dissolved.
b. All final returns required under the California Revenue and Taxation Code have been or will be filed with the
California Franchise Tax Board.
c. For Mutual Benefit or General Cooperative Corporations ONLY: The known assets have been distributed to the
persons entitled thereto or the nonprofit corporation acquired no known assets.
6. Read,Verify,Date and Sign Below(See instructions for signature requirements. Do not use a computer generated signature.)
The undersigned is the s le director or a majority of the directors now in office. I declare under penalty of perjury under
the laws of the State of s t fort i t s Fertificate are true and correct of my own knowledge.
nvw�z
June" 2017 Barbara Delgleize, Director
Date ' Isiq6atur'q Type or Print Name
June , 2017 Mike Posey, Director
Date i nature Type or Print Name
JuneZK 2017 P-- William O'Connell, Director
Date Signature Type or Print Name
DISS NP(REV 05/2017) 2017 California Secretary of State
www.sos.ca.gov/businesslbe
Attachment to Domestic Nonprofit Corporation Certificate of Election
to Wind Up and Dissolve
City of Huntington Beach Civil Improvement Corporation
Corporate File No. C1537928
6. Verification and Execution. (continued)
r Jill Hardy,Director
Sign tu`re of Director
Erik Peterson, Director
Sig an ture of Director
01410499
DISS NP
State of California FLED 1 ,�-
"� Secretary of State
� 1"�/ Secretary of State
State of Califomia
Domestic Nonprofit Corporation JUL2017 -
Certificate of Dissolution
There is no fee for filing a Certificate of Dissolution._
Important—Read instructions before completing this form. This Space For Filing Use only
1. Corporate Name—Enter the name of the domestic nonprofit corporation exactly as it is of 2. Corporate File Number—If known,enter the
record with the California Secretary of State_ number issued by the Califomia Secretary of State
City Of Huntington Beach Civic improvement Corporation C1537928
3. Required Statements—The following statements are required by statute and should not be altered.
All final returns required under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax
Board. The corporation has been completely wound up and is dissolved.
4_ Debts and Liabilities—Check the applicable statement. Note:Only one box may be checked.
❑ The corporation's known debts and liabilities have been actually paid.
❑ The corporation's known debts and liabilities have been paid as far as its assets permitted.
❑ The corporation's known debts and liabilities have been adequately provided for by their assumption and the name and address
of the assumer is
❑ The corporation's known debts and liabilities have been adequately provided for as far as its assets permitted.
(Specify in an attachment to this certificate(incorporated herein by this reference)the provision made and the address of the corporation,person or
governmental agency that has assumed or guaranteed the payment,or the name and address of the depositary with which deposit has been made
or other information necessary to enable creditors or other;to whom payment is to be made to appear and claim payment.)
❑ The corporation never incurred any known debts or liabilities.
5. Assets—Mutual Benefit or General Cooperative Corporations ONLY: Check the applicable statement. Note:Only one box may be checked. If the
corporation is a public benefit or religious corporation,leave Item 5 blank and attach to this Certificate of Dissolution a letter from the California Attorney
General's office waiving objections to the distribution of the corporation's assets or confirming the corporation has no assets(see instructions).
✓❑The known assets have been distributed to the persons entitled thereto. ❑ The corporation never acquired any known assets_
6. Election—Check the"YES"or^NO'box as applicable. Note: if the"NO"box is checked,a Certificate of Election to Wind Up and Dissolve pursuant
to California Corporations Code section 6611,8611,9680 or 12631 must be filed prior to or together with this Certificate of Dissolution.
The election to dissolve was made by the vote of all the members of the corporation or the corporation 0 YES ❑ NO
has no members and the election was made by the vote of all the directors of the corporation.
7. Verbcation and Execution—If additional signature space is necessary,the dated signature($)with verifiration(s)may be made on an attachment
to this certificate. Any attachments to this certificate are incorporated herein by this reference.
The undersigned constitute(s)the sole director or a majority of the directors now in office. I 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 my own knowledge.
2017
tSignature
Barbara Deigleize, Director
?oor
Type or Print Name of Director
Mike Posey, Director
Type or Print Name of Director
William O'Connell, Director
Type or Print Name of Director
DISS NP (REV D1/2D16) APPROVED BY SECRETARY OF STATE
01410499
Attachment to Domestic Nonprofit Corporation Certificate of Dissolution
City of Huntington Beach Civil Improvement Corporation
Corporate File No. C1537928
6. Read,Verify and Sign Below (continued)
Jill Hardy, Director
itn re of i c r
Peterson,Director
Signature of Director
D1410499
XAVIER BECERRA State of California
Attorney General DEPARTMENT OF JUSTICE
130DISTREEr
PO BOX 901447
SACRAMENTO,CA 94203-4470
Public:(916)445-2021x8
Facsimile:(916)444-3651
Fanawl:dissolutioncQ+dnj.ca.gov
April 14,2017
CITY OF FIUNTINGTON BEACH CIVIC CT FILE NUMBER: 065743 t
IMPROVEMENT CORPORATION
2000 MAIN ST
HUNTINGTON BEACH,CA 92648
RE: Dissolution of CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION
Dear Directors:
We have reviewed the request for confirmation that the captioned corporation has no assets,
together with the supporting documents attached thereto,relating to the proposed dissolution of the
corporation. Based on the representations made in that request and on the content of the supporting
documents submitted,the Attorney General's office confums,pursuant to California Corporations Code
section 661S(bx2),that the corporation has no assets. i
The corporation may proceed to submit its certificate of election to wind up and dissolve to the ) '
California Secretary of State. f
AFTER the Secretary of State has endorsed the corporation's Certificate of Dissolution,please I
submit an endorsed-filed copy of the Certificate to the Registry of Charitable Trusts at the address set
forth above. `
' Sincerely,
1
Registry of Charitable Trusts j
For XAVIER BECERRA
Attorney General
r
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i
CT-682 Dissolution Waiver 1
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01410498
Secretary of State ELEC NP
5
Nonprofit Certificate of Election to Wind
Up and Dissolve
(California Nonprofit Corporation ONLY) FILED 64"
Secretary of State
State of California
IMPORTANT—Read Instructions before completing this form.
JUL 3 1 2017 c�
There is No Fee for filing a Nonprofit Certificate of Election to Wind Up
and Dissolve
Copy Fees— First page$1.00; each attachment page$0.50;
Certification Fee-$5.00 plus copy fees This Space For Office Use Only
i. Corporate Name(Enter the exact name of the nonprofit corporation as it is 2. 7-Digit Secretary of State File Number
recorded with the California Secretary of State.)
City of Huntington Beach Civic Improvement Corporation C1537928
(Check the applicable statement. Only one box may be checked. If the first box is checked, enter the number of
3. Election members (do not enter the percentage of members)_ Note: This Form ELEC NP is not required when the vote to
dissolve was made by all of the members, or if the nonprofit corporation has no members, by all of the directors, and
that fact is noted on the Nonprofit Certificate of Dissolution(Form DISS NP).)
The election was made by the vote of members of the nonprofit corporation, and representing a
majority of the members.
❑ The election was made by the board of directors together with the vote of a majority of the members voting on the
election to dissolve.
Q The nonprofit corporation has no members; the election was made by the board of directors of the nonprofit
corporation
4. Required Statement (This Statement is required. Do not alter.)
The nonprofit corporation has elected to wind up and dissolve. ---'�
5. Read,Verify, Date and Sign Below (See instructions for signature requirements. Do not use a computer generated signature.)
I 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 my own knowledge and that I am authorized by California law to sign.
)uly,f(d, 2017 Robin Estanislau,Secretary
Date Sig ure Type or Print Name
Date Signature Type or Print Name
Date Signature Type of Print Name
ELEC NP(REV OS/2017) 2017 California Secretary of State
www.sos.ca.gov/business/b e
8/2 512 01 7 Business Search-Business Entities-Business Programs I California Secretary of State
Alex Padilla
California Secretary of State
of Business Search - Entity Detail
The California Business Search is updated daily and reflects work processed through Thursday,August 24,2017.Please refer to document(+rocessina Times for the received dales of filings
currently being processed.The data provided is not a complete or certified record of an entity.Not all images are available ordine.
C1537928 CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION
Registration Date: 070911986
Jurisdiction: CALIFORNIA
Entity Type: DOMESTIC NONPROFIT
Status: DISSOLVED
Agent for Service of Process: DAHLE BULOSAN
2000 MAIN STREET
HUNTINGTON BEACH CA 92648
Entity Address: 2000 MAIN STREET
HUNTINGTON BEACH CA 92648
Entity Mailing Address: 2000 MAIN STREET
HUNTINGTON BEACH GA 92648
......................
Document Type rtT:File Data u:PDF
ELECTION TO DISSOLVE 0713112017
_. ..._ ....._.... ___ ......_
DISSOLUTION 07131/2017
SI-COMPLETE 05/0912014
SI-COMPLETE .07/06/2012
REGISTRATION :0 712911986 Image unavailable.Please request paper copy.
Indicates the information is not contained in the California Secretary of 5tate's database.
If the status of the corporation is"Surrender,"the agent for service of process is automatically revoked.Please refer to California Corporations Code section 2114 for information relating to
service upon corporations that have surrendered.
For information on checking or reserving a name,refer to Name Availability.
• If the image is not available online,for information on ordering a copy refer to Information Requests.
• For information on ordering cerfifmcates,status reports,cerlffied copies of documents and copies of documents not currently available:in the Business Search or to request a more extensive
search for records,refer to Information Reauests.
For help with searching an entity name,refer to Search Tips.
For descriptions of the various fields and status types,refer le Freauenfly Asked Questions.
............ __.___. .......... ............ .. ....._..
Modify Search New search i Back to Search Results
https://businesssearch.sos.ca.gov/CBS/Detail 111
w
CITY OF HUNTINGTON BEACH
Brian L.Williams
Senior Trial Counsel
OFFICE OF THE Michelle Ditzhazy
Deputy Community Prosecutor
CITY ATTORNEY Pau1D'AtyAttor Attorney
Assistant City Attorney
Scott Field
Michael E. Gates P.O.Box 190 Sr.Deputy City Attorney
City Attorney 2000 Main Street Neal Moore
Huntington Beach,California 92648 Sr.Deputy City Attorney
Mike Vighotta Telephone: (714)536-5555 Daniel K.Ohl
Chief Assistant City Attorney Facsimile: (714)374-1590 Deputy City Attorney
VIA CERTIFIED MAIL—RETURN RECEIPT REQUESTED
July 26, 2017
California Secretary of State
Document Filing Support Unit
1500 1Ith St., 3rd floor
Sacramento, CA 95814
Re: Dissolution of City of Huntington Beach Civic Improvement Corporation
Dear California Secretary of State,
I am in receipt of your May 17, 2017 letter returning the Certificate of Election and
Certificate of Dissolution for the City of Huntington Beach Civic Improvement
Corporation. I expect that you will find the enclosed Exhibits in support of dissolving the
Corporation will resolve the matters identified in your May 17, 2017 letter.
I. Mail Submission Cover Sheet
2. Certificate of Election to Wind Up and Dissolve Domestic Nonprofit Corporation
3. Certificate of Dissolution, signed by a majority of the Directors of the
Corporation(Rev. 01/20/06)
4. Certificate of Dissolution, signed by a majority of the Directors of the
Corporation (Rev. 05/2017)
5. Letter from California Atty. Gen. confirming that the City of Huntington Beach
Civic Improvement Corporation has no assets
If you have any questions, please don't hesitate to contact me on the telephone at 714-
536-5662, by email at sfield@surfcity-hb.org, or by mail at the address above.
Sincerely,
SCOTT F. FIELD
Sr. Deputy City Attorney
Enclosures
16-5327/162598.docx
Dissolution of City of Huntington Beach Civic Improvement Corporation
July d, 2017
Page 2
c: Robin Estanislau, City Clerk
EXHIBIT I
•..... Secretary of State
R
Business Programs Division
;; F Business Entities, P.O. Box 944260, Sacramento, CA 94244-2600
f P.W' ,:
Mail Submission Cover Sheet
Instructions:
• Complete and include this form with your submission. This information only will be used to communicate with you
in writing about the submission. This form will be treated as correspondence and will not be made part of the filed
document.
• Make all checks or money orders payable to the Secretary of State.
• Do not include a $15 counter fee when submitting documents by mail.
• Standard processing time for submissions to this office is approximately 5 business days from receipt. All
submissions are reviewed in the date order of receipt. For updated processing time information, visit
www.sos.ca.gov/business/be/processing-times.
Optional Copy and Certification Fees:
• If applicable, include optional copy and certification fees with your submission.
For applicable copy and certification fee information, refer to the instructions of the specific form you are submitting.
Contact Person: (Please type or print legibly)
First Name: Scott Last Name: Field
Phone(optional): 714-536-5662
Entity Information: (Please type or print legibly)
Name: City of Huntington Beach Civic Improvement Corporation
Entity Number(if applicable): C1537928
Comments: The City of Huntington Beach formed the City of Huntington Beach Civic Improvement
Corporation ("CIC'� to refinance improvements to the Civic Center in 1986 and make
improvements to the downtown parking structure. In Fiscal Year 2001/02 the original bonds
were paid off. Today, the CCIC has no assets.
Return Address: For written communication from the Secretary of State related to this document, or if
purchasing a copy of the filed document enter the name of a person or company and the mailing address.
Name: rScott Field, Sr. Deputy City Attorney
Company: Office of the City Attorney
Address: PO Box 190, 2000 Main Street Secretary of State Use Only
Tf-1 R:
City/State/Zip: LHuntington Beach, CA 92648 J ArV,,T RE 'D: $
Doc Submission Cover-Corp(Rev.09/2016)
EXHIBIT 2
C
of
4 SE peg^Ei ThF Secretary of State ELEC NP
Nonprofit Certificate of Election to Wind
�., Up and Dissolve
C�4FpRNP (California Nonprofit Corporation ONLY)
IMPORTANT— Read Instructions before completing this form.
There is No Fee for filing a Nonprofit Certificate of Election to Wind Up
and Dissolve
Copy Fees— First page $1.00; each attachment page $0.50;
Certification Fee -$5.00 plus copy fees
This Space For Office Use Only
1. Corporate Name (Enter the exact name of the nonprofit corporation as it is 2. 7-Digit Secretary of State File Number
recorded with the California Secretary of State.)
City of Huntington Beach Civic Improvement Corporation
C1537928
(Check the applicable statement. Only one box may be checked. If the first box is checked, enter the number of
3. Election members (do not enter the percentage of members). Note: This Form ELEC NP is not required when the vote to
dissolve was made by all of the members, or if the nonprofit corporation has no members, by all of the directors, and
that fact is noted on the Nonprofit Certificate of Dissolution (Form DISS NP).)
The election was made by the vote of members of the nonprofit corporation, and representing a
majority of the members.
The election was made by the board of directors together with the vote of a majority of the members voting on the
election to dissolve.
ZThe nonprofit corporation has no members; the election was made by the board of directors of the nonprofit
corporation
4. Required Statement (This Statement is required. Do not alter.)
The nonprofit corporation has elected to wind up and dissolve.
5. Read,Verify, Date and Sign Below (See Instructions for signature requirements. Do not use a computer generated signature.)
I
I 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 my own knowledge and that I am authorized by California law to sign.
July�)41, 2017 Robin Estanislau, Secretary
Date Sig ture Type or Print Name
Date Signature Type or Print Name
Date Signature Type or Print Name
ELEC NP(REV 05/2017) 2017 California Secretary of State
www.sos.ca.goy/business/be
L EXHIBIT 3
DISS NP
SEpI OF Th
State of California
Secretary of State
04L IF OPN�p
Domestic Nonprofit Corporation
Certificate of Dissolution
There is no fee for filing a Certificate of Dissolution.
......... ......... _ ........ _ ..._._..._
Important—Read instructions before completing this form. This Space For Filing Use Only
1. Corporate Name—Enter the name of the domestic nonprofit corporation exactly as it is of 2. Corporate File Number—If known,enter the
record with the California Secretary of State. number issued by the California Secretary of State
City of Huntington Beach Civic Improvement Corporation C1537928
3. Required Statements—The following statements are required by statute and should not be altered.
All final returns required under the California Revenue and Taxation Code have been or will be filed with the California Franchise Tax
Board. The corporation has been completely wound up and is dissolved.
4. Debts and Liabilities—Check the applicable statement. Note:Only one box may be checked.
0 The corporation's known debts and liabilities have been actually paid.
The corporation's known debts and liabilities have been paid as far as its assets permitted.
The corporation's known debts and liabilities have been adequately provided for by their assumption and the name and address
of the assumer is
ElThe corporation's known debts and liabilities have been adequately provided for as far as its assets permitted.
(Specify in an attachment to this certificate(incorporated herein by this reference)the provision made and the address of the corporation,person or
governmental agency that has assumed or guaranteed the payment,or the name and address of the depositary with which deposit has been made
or other information necessary to enable creditors or others to whom payment is to be made to appear and claim payment.)
0 The corporation never incurred any known debts or liabilities.
5. Assets — Mutual Benefit or General Cooperative Corporations ONLY: Check the applicable statement. Note: Only one box may be checked. If the
corporation is a public benefit or religious corporation, leave Item 5 blank and attach to this Certificate of Dissolution a letter from the California Attorney
General's office waiving objections to the distribution of the corporation's assets or confirming the corporation has no assets(see instructions).
distributed to the persons entitled thereto. The corporation never acquired any known assets.
✓Q The known assets have beenp Q P
6. Election—Check the"YES"or"NO"box as applicable. Note: If the"NO"box is checked,a Certificate of Election to Wind Up and Dissolve pursuant
to California Corporations Code section 6611,8611,9680 or 12631 must be filed prior to or together with this Certificate of Dissolution.
The election to dissolve was made by the vote of all the members of the corporation or the corporation YES [J NO
has no members and the election was made by the vote of all the directors of the corporation.
7. Verification and Execution—If additional signature space is necessary,the dated signature(s)with verification(s)may be made on an attachment
to this certificate. Any attachments to this certificate are incorporated herein by this reference.
The undersigned constitute(s) the sole director or a majority of the directors now in office. I 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 my own knowledge.
2017
.,Q
ate
Barbara Delgleize, Director
Sign ture of+ recto ` Type or Print Name of Director
Mike Posey, Director
Si of Director 1 /'"?, Type or Print Name of Director
William O'Connell, Director
Signature o or Type or Print Name of Director
DISS NP (REV 01/2016) APPROVED BY SECRETARY OF STATE
Attachment to Domestic Nonprofit Corporation Certificate of Election
to Wind Up and Dissolve
City of Huntington Beach Civil Improvement Corporation
Corporate File No. C1537928
6. Verification and Execution. (continued)
;��n
Jill Hardy, Director
ign • e of Di t ,
Erik Peterson, Director
ignature of Director
CEXHIBIT 4
DISS NP
W:
f. Secretary of State
Nonprofit Certificate of Dissolution
(California Nonprofit Corporation ONLY)
O,L iFOANP
IMPORTANT—Read Instructions before completing this form.
There is No Fee for filing a Nonprofit Certificate of Dissolution
Copy Fees— First page $1.00; each attachment page$0.50;
Certification Fee- $5.00 plus copy fees
Attorney General Letter: All nonprofit public benefit and religious
nonprofit corporations are required to get a letter from the California
Attorney General's office waiving objections to the nonprofit corporation's
distribution of assets, or confirming the nonprofit corporation has no
assets. If your corporation is a public benefit or religious corporation, you
must attach that letter to this Nonprofit Certificate of Dissolution(see
instructions). This Space For Office Use Only
1. Corporate Name (Enter the exact name of the nonprofit corporation as it is 2. 7-Digit Secretary of State File Number
recorded with the California Secretary of State.)
City of Huntington Beach Civic Improvement Corporation C1537928
3. Election
Q The dissolution was made by a vote of ALL of the members, or if there are no members, by a vote of ALL of the
directors of the California nonprofit corporation.
Note: If the above box is not checked, a Nonprofit Certificate of Election to Wind Up and Dissolve(Form ELEC NP)must be filed
prior to or together with this Nonprofit Certificate of Dissolution. (California Corporations Code sections 6611, 8611,9680 and 12631.)
4. Debts and Liabilities (Check the applicable statement. Only one box may be checked. If second box is checked, you must
include the required information in an attachment.)
�✓ The known debts and liabilities have been actually paid or paid as far as its assets permitted.
Q The known debts and liabilities have been adequately provided for in full or as far as its assets permitted by their
assumption. Included in the attachment to this certificate, incorporated herein by this reference, is a description of
the provisions made and the name and address of the person, corporation or government agency that has assumed
or guaranteed the payment, or the depository institution with which deposit has been made.
Q The nonprofit corporation never incurred any known debts or liabilities.
5. Required Statements (Do not alter the Required Statements—ALL must be true to file Form DISS NP.)
a. The nonprofit corporation has been completely wound up and is dissolved.
b. All final returns required under the California Revenue and Taxation Code have been or will be filed with the
California Franchise Tax Board.
c. For Mutual Benefit or General Cooperative Corporations ONLY: The known assets have been distributed to the
persons entitled thereto or the nonprofit corporation acquired no known assets.
6. Read,Verify, Date and Sign Below(See Instructions for signature requirements. Do not use a computer generated signature.)
The undersigned is the s le director or a majority of the directors now in office. I declare under penalty of perjury under
the laws of the State of rnia thafi the matters s t fort i t s certificate are true and correct of my own knowledge.
June 2017 Barbara Delgleize, Director
Date Si aturei f Type or Print Name
JuneP , 2017 ) -- ' Mike Posey, Director
Date i nature Type or Print Name
JuneZ'? 2017 �i William O'Connell, Director
Date -Signature Type or Print Name
DISS NP(REV 05/2017) 2017 California Secretary of State
www.sos.ca.g ov1business/be
Attachment to Domestic Nonprofit Corporation Certificate of Dissolution
City of Huntington Beach Civil Improvement Corporation
Corporate File No. C1537928
6. Read,Verify and Sign Below (continued)
r
Jill Hardy, Director
�i&nAlVe of k ctpr f
'r— �Direc
rik Peterson, Director
Signature of tor
r EXHIBIT 5
_ J
XA.HER B.ECERRA State of California
Attorney General DEPARTMENT OF JUSTICE
1300 I STREET
PO BOX 903447
SACRAMENTO,CA 94203-4470
Public:(916)445-2021x8
Facsimile:(916)444-3651
Email:dissolutfonc@doj.ca.gov
April 14,2017
CITY OF HUNTINGTON BEACH CIVIC CT FILE NUMBER 065743
IMPROVEMENT CORPORATION
2000 MAIN ST
HUNTINGTON BEACH, CA 92648
RE: Dissolution of CITY OF HUNTINGTON BEACH CIVIC IMPROVEMENT CORPORATION
fi
Dear Directors: i
3
We have reviewed the request for confirmation that the captioned corporation has no assets, s
together with the supporting documents attached thereto, relating to the proposed dissolution of the
corporation. Based on the representations made in that request and on the content of the supporting
documents submitted,the Attorney General's office confirms,pursuant to California Corporations Code
section 6615(b)(2),that the corporation has no assets.
The corporation may proceed to submit its certificate of election to wind up and dissolve to the
California Secretary of State.
AFTER the Secretary of State has endorsed the corporation's Certificate of Dissolution,please
submit an endorsed-filed copy of the Certificate to the Registry of Charitable Trusts at the address set 1
forth above.
Sincerely,
;
I
Registry of Charitable Trusts j
For XAVIER BECERRA
Attorney General ;
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CT-682 Dissolution Waiver i
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2017 J,-'�N 25 P:112: 0 6
BETTY T. YF-E
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California State Controller 'j- TnP
January 19, 2017
Executive Officer
City of Huntington Beach Civic Improvement Corporation
2000 Main Street
Huntington Beach, CA 92648
SUBJECT: Inactive "Special Districts"
Dear Executive Officer:
We are attempting to update our special district records and seek your assistance in providing us
with any information you may have.
City of Huntington Beach Civic Improvement Corporation has reported no financial activity to
the State Controller's Office (SCO)for at least the 2014-15 reporting period. Please note that a
public agency that meets any of the following is considered a"special district"per Government
Code(GC)section 12463(d)(2):
(A) A special district as defined in Section 95 of the Revenue and Taxation Code
(enclosed).
(B)A commission provided for by ajoint powers agreement pursuant to Chapter 5
(commencing with Section 6500)of Division 7 of Title 1.
(C)A nonprofit corporation that is any of the following:
(i) Was formed in accordance with the provisions of ajoint powers agreement to carry out
functions specified in the agreement.
(ii)Issued bonds,the interest on which is exempt from federal income taxes, for the purpose of
purchasing land as a site for, or purchasing or constructing,a building, stadium,or other facility,
that is subject to a lease or agreement with a local public entity.
(Iii)Is wholly owned by a public agency.
GC section 53891 requires special districts to submit their financial transactions reports to the
SCO annually.
300 Capitol Mall,Suite 1850,Sacramento,CA 95814 P.O.Box 942850,Sacramento,CA 94250 Fax:(916)322-4404
sco.ca.gov
Executive Officer
January 19,2017
Page 2
Please complete the"status" (dissolving, active, etc.) and"comments"portions of the enclosed
spreadsheet and return it, along with any supporting documentation,by email to
SDsupport@sco.ca.gov or by mail to:
State Controller's Office
Local Government Programs and Services Division
Local Government Reporting Section
P.O. Box 942850
Sacramento,CA 94250
If any of the"districts" should be dissolved,please take appropriate action. If you have
questions, please contact the Special Districts Reporting Unit by telephone at(916) 327-1017,
or by email at SDsupport@sco.ca.gov.
Your response by February 28,2017,will be appreciated. Thank you for your assistance.
Sincerely,
GEORGE LOLAS
Chief Operating Officer
Enclosures
Revenue and Taxation Code
95.
(m)"Special district"means any agency of the state for the local performance of governmental
or proprietary functions within limited boundaries. "Special district"includes a county service
area, a maintenance district or area, an improvement district or improvement zone, or any other
zone or area, formed for the purpose of designating an area within which a property tax rate will
be levied to pay for a service or improvement benefiting that area. "Special district" includes the
Bay Area Air Quality Management District. "Special district"does not include a city, a county, a
school district, or a community college district. "Special district"does not include any agency
that is not authorized by statute to levy a property tax rate. However, any special district
authorized to levy a property tax by the statue under which the district was formed shall be
considered a special district. Additionally, a county free library established pursuant to Article 1
(commencing with Section 19100) of Chapter 6 of Part 11 of Division 1 of Title 1 of the
Education Code, and for which a property tax was levied in the 1977-78 fiscal year, shall be
considered a special district.
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4SEpl OF THP ( J
�P:~•°°'k s Secretary of State
e;
Business Programs Division
. _ Statement of Information, P.O. Box 944230, Sacramento, CA 94244-2300
Cq IIFORRP
'�J•1 '� -G`` Reviewers Number:
Date: ' `
FILING REQUIREMENTS
The Secretary of State's records indicate the business entity is currently in active status, and
therefore required to file the Statement of Information.
If the entity is no longer active, it is necessary to file the appropriate termination (dissolution,
cancellation, surrender, merger, or conversion) documents with the Secretary of State. Information,
instructions and samples or forms can be obtained from our website at
http://www.sos.ca.gov/business/be/forms.htm.
Please note, until the appropriate termination documents are filed, the business entity is required to
file.the Statement of Information with the Secretary of State. Please note, if the entity is .under
Secretary of State suspension, the entity must be revived before it can be dissolved.
051616 Corp Diss Notice Half-Sheet krc m u St California Secretary of State
StatellSosfps2IBPDOocumentslBFVL P-S OlStafFlStatement of/nformationt9eject Letters �� www.sos.ca.gov/business/be
i J (916)657-5448
r
i oc
W' State of California
Secretary of State
STATEMENT OF FACTS FILED
Secretary of State
ROSTER OF PUBLIC AGENCIES FILING State ofcaiitomta
(Government Code section 53051)
FEB 9
Instructions:
1. Complete and mail to: Secretary of State,
P.O. Box 942877. Sacramento, CA 94277-0001 (916) 653-3984
2. A street address must be given as the official mailing address or as
the address of the presiding officer.
(Office Use Only)
3. Complete addresses as required.
4. If you need additional space, attach information on an 8'%"X 11" page, one sided and legible.
New Filing M Update
Legal name of Public Agency City of Huntington Beach Civic Improvement Corporation
Nature of Update: DISSOLUTION of the Agency
County: Oranqe
Offidal Mailing Address: 2000 Main Street, Huntington Beach, CA 92648
Name and Address of each member of the governing board:
Chairman, President or other Presiding Officer(Indicate Title): President
Name:
JIII Hardy Address: 2000 Main Street,Huntington Beach,CA 92648
Secretary or Clerk(Indicate Title): Secretary
Name: Joan L. Flynn Address: 2000 Main Street,Huntington Beach,CA 92648
Members:
Name: Jim Katapodis Address:,.-,2000 Main Street,Huntington Beach, CA 92648
Name: Barbara Delgleize AddresS: 2000 Main Street,Huntington Beach,CA 92648
Name: William O'Connell Address, 2000 Main Street,Huntington Beach,CA 92648
Name: Erik Peterson Address: 2000 Main Street,Huntington Beach,CA 92648
Name: Mike Posey Address: 2000 Main Street,Huntington Beach,CA 92648
RETURN ACKNOWLEDGMENT TO: (Type or Print) February 6, 2015
Date
r
NAME I Joan L. Flynn ) v
ADDRESS 2000 Main Street, 2nd Floor Si nature
Huntington Beach,CA 92648 J is L. FI nn, Secreta
CITY/STATE/ZIP L J q y ry
Typed Name and Title
SEDSTATE NP/SF 405 (REV 05/09)
State of California
Secretary of State
Statement of Facts
Roster of Public Agencies Filing
Updated Filing
Page 2 of 2
City of Huntington Beach Civic Improvement Corporation
Additional Members:
Name: Dave Sullivan Address:2000 Main Street, Huntington Beach, CA 92648
® City ®f Huntington Beat
2000 Main Street ® Huntington Beach, CA 92648
(714) 536-5227 ® www.huntingtonbeachea.gov
f8 il, soe,a. .0 Office of the City Clerk
.Joan L. Flynn, City Clerk
May 4, 2016
Secretary of State
Business Programs Division
P.O. Box 944230
Sacramento CA 94244-2300
Re: Request for Form SI-100—City of Huntington Beach Civic Improvement Corporation
To Whom It May Concern:
Our office received the above mentioned request in today's mail. The City of Huntington Beach Civic
Improvement Corporation was dissolved in February 2015 (see attached Statement of Facts Roster of
Public Agencies Filing filed with your office).
Please update your records accordingly.
If additional action is required related to this request, please contact me at Robin.Estanislau@surfcity-
W o rg.
Sincerely,
Robin Estanislau
Assistant City Clerk
Encl. (2)
Sister Cities: Anjo,Japan 0 Waitakere, New Zealand
FIRST CLASS PRST
.". Secretary of State PERMIT 1662
Business Programs Division US POSTAGE
P.O. Box 944230 PAID
SACRAMENTO CA
1' Sacramento, CA 94244-2300
RETURN SERVICE REQUESTED
Statement of Information Filing
Statement Due Date: 07-31-16
Required Statement(s) due to be filed:
(Form SI-100) Statement of Information
See reverse for instructions.
******************AUTO**3-DIGIT 926 6
Illl�llll�llnl�llll�lll�ll�llllllll�ll�lli�lll�l�llll�ll�lllllll
C1537928
City of Huntington Beach Civic Improvement Corporation
2000 Main StS
Huntington Beach CA 92648-2702
Y
The required Statement of Information (SI) is due. Nonprofit corporations
formed to manage a common interest development must also file a
Statement by Common Interest Development Association together with the
SI. To avoid penalty assessments of up to $250 and subsequent
suspension/forfeiture, the required statement(s) must be filed with this office
by the Statement Due Date shown on the front of this notice.
Most corporations can file online at https://businessfilings.sos.ca.gov/. SI
forms for corporations and for limited liability companies filing by mail are
available at www.sos.ca.gov/business/be/statements.htm. The applicable
form should be completed and mailed with the required fees to our office at
the address on the front of this notice.
If the entity is not conducting business in California, dissolution, cancellation,
or surrender documents must be filed with this office. Information for filing
such documents is available at www.sos.ca.gov/business/be/forms.htm.
Note: The entity must continue to file the SI with this office until dissolution,
cancellation, or surrender documents are filed.
For further information, refer to California Corporations Code sections 1502, 2117, 2204,
2206, 6210, 6810, 8210, 8810, 9660, 9690, 12570, 12670, 17060, 17653 or 17655; Civil
Code section 1363.6; Financial Code section 14101.6; Revenue and Taxation Code
section 19141.
SI-PC(EST 09/2009)
pt Of Th LN 1
w�� m State of California
T Secretary of State
OaN
Statement of Information
(Domestic Nonprofit, Credit Union and Consumer Cooperative Corporations)
Filing Fee: $20.00. If this is an amendment, see instructions.
IMPORTANT—READ INSTRUCTIONS BEFORE COMPLETING THIS FORM
1. CORPORATE NAME
2 CALIFORNIA CORPORATE NUMBER
This Space for Filing Use Only
Complete Principal Office Address (Do not abbreviate the name of the city. Item 3 cannot be a P.O. Box.)
3 STREET ADDRESS OF PRINCIPAL OFFICE IN CALIFORNIA,IF ANY CITY STATE ZIP CODE
CA
4 MAILING ADDRESS OF THE CORPORATION CITY STATE ZIP CODE
Names and Complete Addresses of the Following Officers (The corporation must list these three officers. A comparable title for the specific
officer may be added;however,the preprinted titles on this form must not be altered.)
5. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY STATE ZIP CODE
6 SECRETARY ADDRESS CITY STATE ZIP CODE
7. CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE
Agent for Service of Process If the agent is an individual, the agent must reside in California and Item 9 must be completed with a California street
address, a P.O. Box address is not acceptable. If the agent is another corporation, the agent must have on file with the California Secretary of State a
certificate pursuant to California Corporations Code section 1505 and Item 9 must be left blank.
8. NAME OF AGENT FOR SERVICE OF PROCESS
9 STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA,WAN INDIVIDUAL CITY STATE ZIP CODE
CA
Common Interest Developments
10 ❑ Check here if the corporation is an association formed to manage a common interest development under the Davis-6tirling Common Interest
Development Act, (California Civil Code section 4000. et seq.) or under the Commercial and Industrial Common Interest Development Act,
(California Civil Code section 6500,et seq.). The corporation must file a Statement by Common Interest Development Association(Form SI-CID)as
required by California Civil Code sections 5405(a)and 6760(a) Please see instructions on the reverse side of this form.
11 THE INFORMATION CONTAINED HEREIN IS TRUE AND CORRECT.
DATE TYPE/PRINT NAME OF PERSON COMPLETING FORM TITLE SIGNATURE
SI-100(REV 01/2014) APPROVED BY SECRETARY OF STATE
Instructions For Completing Form SI-100
For faster processing,the required statement for most corporations can be filed online at hftps://businessfilings.sos.ca.gov.
Every domestic nonprofit, credit union and consumer cooperative corporation must file a Statement of Information with the California
Secretary of State, within 90 days after the filing of the initial Articles of Incorporation, and biennially' thereafter during the applicable filing
period The applicable filing period for a corporation is the calendar month during which the initial Articles of Incorporation were filed and the
immediately preceding five calendar months A corporation is required to file this statement even though it may not be actively engaged in
business at the time this statement is due Changes to information contained in a previously filed statement can be made by filing a new form,
completed in its entirety. *Credit unions and consumer cooperative corporations are required to file annually instead of biennially.
Legal Authority: Statutory filing provisions are found in California Corporations Code sections 6210, 8210, 9660, or 12570 and California
Financial Code section 14101 6, unless otherwise indicated All subsequent statutory references are to the California Corporations Code,
unless otherwise stated. Failure to file this Statement of Information by the due date may result in the assessment of a $50 00 penalty.
(Sections 6810, 8810, 9690, or 12670; California Revenue and Taxation Code section 19141.)
Fees: The fee for filing the Statement of Information is$20.00. Checks should be made payable to the Secretary of State. If this statement is
being filed to amend any information on a previously filed statement and is being fled outside the applicable filing period, as defined above, no
fee is required.
Copies: To get a copy of the filed statement, include a separate request and payment for copy fees when the statement is submitted. Copy
fees are $1.00 for the first page and $.50 for each additional page. For certified copies, there is an additional$5.00 certification fee, per copy.
Common Interest Development Association: Every domestic nonprofit corporation formed to manage a common interest development
under the Davis-Stirling Common Interest Development Act (for example, a homeowners' association) or the Commercial and Industrial
Common Interest Development Act also must file a Statement By Common Interest Development Association (Form SI-CID) together with the
biennial Statement of Information (California Civil Code sections 5405 and 6760). Both forms are available on the Secretary of State's website
at www.sos.ca.gov/business/be/statements.htm.
Complete the Statement of Information (Form SI-100)as follows:
Item 1. Enter the name of the corporation exactly as it is of record with the California Secretary of State.
Item 2. Enter the corporation number issued by the California Secretary of State.
Item 3. Enter the complete street address, city and zip code of the corporation's principal office in California, if any Please do not enter a
P.O. Box or abbreviate the name of the city. Note: a credit union must enter the street address of the corporation's principal office, if
any, whether the office is located in or outside of California.
Item 4. Enter the mailing address of the corporation, if different from the street address of the principal office in California or if the
corporation has no principal office in California.
Items Enter the name and complete business or residential address of the corporation's chief executive officer (i.e., president), secretary
5-7. and chief financial officer (i.e., treasurer). Please do not abbreviate the name of the city. The corporation must list these three
officers. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise, except, in the case
of a nonprofit public benefit or religious corporation, neither the secretary nor the chief financial officer or treasurer may serve
concurrently as the president or chair of the board (Sections 5213 or 9213). Please note, unless the articles or bylaws provide
otherwise, the president, or if there is no president, the chair of the board, is the chief executive officer of the corporation.
Additionally, unless otherwise specified in the articles or the bylaws, if there is no chief financial officer, the treasurer is the chief
financial officer of the corporation A comparable title for the specific officer may be added; however, the preprinted titles on this form
must not be altered, except in the case of a consumer cooperative corporation, which may include the name and address of its
general manager in lieu of the name and address of its chief executive officer. (Section 12570(a).)
Item 8. Enter the name of the agent for service of process in California. An agent is an individual (director, officer or any other person,
whether or not affiliated with the corporation)who resides in California or another corporation designated to accept service of process
if the corporation is sued. The agent must agree to accept service of process on behalf of the corporation prior to designation.
If an individual is designated as agent, complete Items 8 and 9. If another corporation is designated as agent, complete Item 8 and
proceed to Item 10 or Item 11, as applicable(do not complete Item 9).
Note: Before another corporation may be designated as agent,that corporation must have previously filed with the California
Secretary of State, a certificate pursuant to Section 1505. A corporation cannot act as its own agent and no domestic or foreign
corporation may file pursuant to Section 1505 unless the corporation is currently authorized to engage in business in California and is
in good standing in the records of the California Secretary of State.
Item 9. If an individual is designated as agent for service of process, enter a business or residential street address in California (a P.O. Box
address is not acceptable). Please do not enter"in care of (c/o)or abbreviate the name of the city. If another corporation is
designated as agent, leave Item 9 blank and proceed to Item 10 or Item 11, as applicable.
Common Interest Development Corporations:
Item 10. Check a box only if the corporation is formed to manage a common interest development. If the corporation is not formed to manage
a common interest development, do not check either box and proceed to Item 11.
Item 11. Type or print the name and title of the person completing this form and enter the date this form was completed
Completed forms along with the applicable fees can be mailed to Secretary of State, Statement of Information Unit, P.O. Box 944230,
Sacramento, CA 94244-2300 or delivered in person (drop off)to the Sacramento office, 1500 11th Street, Sacramento, CA 95814 If you are
not completing this form online, please type or legibly print in black or blue ink This form must not be altered. This form is filed only in the
Sacramento office