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WHEREAS, the Board of Directors has been advised and understands that <br />dissolution of the Santa Ana Empowerment Corporation takes several steps including but <br />not limited to filing a certificate of election to wind up and dissolve (Form ELEC NP) <br />and certificate of dissolution (Form DISS NP); and <br />WHEREAS, the Board of Directors further finds that given its determination to <br />wind up and dissolve the Santa Ana Empowerment Corporation, that it is appropriate to <br />provide for the cancelation the Operating Agreement between itself and the City of Santa <br />Ana; and <br />WHEREAS, the Board of Directors, rather than specifying each and every action <br />to be accomplished, believes it appropriate and fitting to delegate to its staff the <br />responsibility to take the appropriate actions to accomplish the winding up and <br />dissolution of the Santa Ana Empowerment Corporation and the designation of the City <br />of Santa Ana as its successor: <br />NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF <br />THE SANTA ANA EMPOWERMENT CORPORATION: <br />1. That the Santa Ana Empowerment Zone Corporation, Inc., a California <br />nonprofit public benefit corporation, hereby determines to wind up and dissolve, and <br />directs its Directors and Officers to prepare and execute all appropriate documents <br />necessary to accomplish this. <br />2. That the Santa Ana Empowerment Zone Corporation, Inc., a California <br />nonprofit public benefit corporation, hereby designates the City of Santa Ana, a charter <br />city, as its successor corporation and distributee, and delegates to the Executive Director <br />the selection and designation of an alternate successor and distributee if the City of Santa <br />Ana does not qualify as such under state or federal law. <br />3. That the Executive Director is directed to undertake all actions necessary to <br />implement this resolution without further recourse to the Board of Directors. <br />ADOPTED this 18TH day of November, 2009 <br />ATTEST: <br />~~"vt~~ l ~ y , <br />Maria D. Huizar M Blo amos <br />Secretary of the Corporation C it <br />Resolution No. SAEC 2009-01 <br />Page 2 of 3 <br />