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APIC Resolution 91-3ALAMEDA PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. 91-3 AMENDING ARTICLES OF INCORPORATION - ALAMEDA PUBLIC IMPROVEMENT CORPORATION WHEREAS, the Alameda Public Improvement Corporation (the "Corporation") desires that the Corporation be exempt from property taxation with respect to real property currently owned or to be purchased by the Corporation; WHEREAS, the Corporation has been advised by a representative of the Assessment Standards Division of the Property Tax Department of the Board of Equalization of the State of California that it must amend Section VI(B) of the Articles of Incorporation of the Corporation to receive such exemption; WHEREAS, the Corporation desires at this time to make such amendment to the Articles of Incorporation of the Corporation; RESOLVED, by the Board of Directors of the Corporation, that Section VI(B) of the Articles of Incorporation of the Corporation be amended to read as follows: "Upon the dissolution or winding up of this corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of this corporation, shall be distributed to the United States of America, the State of California, 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) or 501(c)(4) of the Internal Revenue Code of 1986, as amended." I hereby certify that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the Board of Directors of the Alameda Public Improvement Corporation, at a special meeting thereof duly held on the 4th of June, 1991, by the following vote of the Directors thereof: AYES, and in favor of, Directors: Arnerich, Camicia, Lucas, Roth and President Withrow - 5. NOES, Directors: None, ABSENT, Directors: None. By Di ne B. Felsch, Secretary CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION ALAMEDA PUBLIC IMPROVEMENT CORPORATION E. W. Withrow, Jr. and Diane B. Felsch certify that: 1. They are the President and Secretary, respectively, of ALAMEDA PUBLIC IMPROVEMENT CORPORATION, a California corporation. 2. Section VI(B) of the Articles of Incorporation of this corporation is amended to read as follows: "Upon the dissolution or winding up of this corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of this corporation, shall be distributed to the United States of America, the State of California, 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) or 501(c)(4) of the Internal. Revenue Code of 1986, as amended." 3. The forgoing amendment of Articles of Incorporation has been duly approved by the Board of Directors. 4. The corporation has no members. We further declare under penalty of perjury under laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Date: June 5, 1991 By E • W. Withrow, Jr., President ane B. Felsch, Secretary