Loading...
HomeMy WebLinkAbout1999-001 SAECResolution No. SAEC 1999-01 A RESOLUTION TO COMPLETE THE ORGANIZATION OF THE SANTA ANA EMPOWERMENT CORPORATION THE BOARD OF DIRECTORS OF THE SANTA ANA EMPOWERMENT CORPORATION HEREBY RESOLVES, DETERMINES, AND DECLARES AS FOLLOWS: WHEREAS, the Secretary of State has filed articles of incorporation for the Santa Ana Empowerment Corporation ("SAEC" or "the Corporation"); and WHEREAS, these articles of incorporation and the bylaws to be considered during this initial meeting establish many items regarding the organization of SAEC; and WHEREAS, a resolution of the Board of Directors is appropriate to complete the organization of SAEC; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SANTA ANA EMPOWERMENT CORPORATION: 1. This resolution shall constitute proof that this initial meeting of the board of directors is held pursuant to a written waiver of notice and consent to the holding of the meeting. 2. The Corporation's original articles of incorporation were filed with the California Secretary of State on August 16, 1999, and the articles designate the Corporation's Secretary, Janice C. Guy, as initial agent for service of process. The Board acknowledges that it has been presented with a certified copy of the articles of incorporation, showing the filing stamp as stated. The Secretary is directed to insert the copy in the minutes book used for the transaction of the Corporation's business. 3. The Corporation adopts an accounting year ending on the last day of June of each year. 4. The accounting basis for the Corporation shall be the "modified accrual basis" or as other~vise required by the "Government Accounting Practices" manual as it may be amended from time to time. 5. The Executive Director shall consult with General Counsel to ascertain the ~¥~ilability of exemptions from taxation under state and federal tax laws and, if such exemptions are available, the Executive Director is authorized and directed to execute Resolution No. SAEC 1999-01 Page 2 of 3 and file all necessary applications for such exemption with the appropriate federal and state tax authorities and to pay filing fees. 6. The Executive Director is authorized and directed to execute and file with the office of the California Secretary of State, at the times required by la,v, the annual statement required by the Corporations Code to be filed by domestic nonprofit corporations. ~ ~- 7. The Executive Director is directed to ascertain and comply with the legal requirements imposed on organizations soliciting funds for charitable purposes in the City of Santa Ana and the County of Orange. 8. The Executive Director of the Corporation is authorized and directed to make such filings and applications as are necessary to secure for the Corporation a federal employer identification number ("FEIN"). 9. The Executive Director of the Corporation is authorized and directed to make such filings and applications as are necessary to secure for the Corporation a nonprofit mailing permit. 10. All resolutions of the Board of Directors shall be signed by the Chair on behalf of the Board, xvhose signature shall be attested by the Secretary of SAEC, and approved as to form by the General Counsel. 11. Should the Corporation determine at a later date to enter into any lobbying activities, the Executive Director is authorized and directed to file the necessary forms registering the Corporation as a lobbyist with the California Secretary of State, identifying any and all lobbyists engaged or to be engaged on behalf of or by the Corporation, make all necessary filings describing lobbying and campaign activities, and in all fashion comply with the Political Reform Act of 1974, as amended. 12. The Executive Director is authorized and directed to acquire liability insurance for each member of the Board of Directors, and for the Corporation, its officers, agents, employees and volunteers. 13. Until modified by further resolution of the Board, all regular meetings of tl~:c: ~Board of Directors shall take place at the Walker Elementary School, located at 811 East Bishop Street in the City of Santa Ana, California. Resolution No. SAEC 1999-01 Page 3 of 3 14. follows: The order of business at meetings of the Board of Directors shall be as · Call To Order · Roll Call · Consent Calendar · Business Calendar · Committee Reports · Presentations · Comments From The Board of Directors · Public Comments on Non Agenda Items · Adjournment ADOPTED this X.Z,vo day of September, 1999. ATTEST: APPROVED AS TO FORM: Joseph W. Fletcher, General Counsel nj ' Kaufrhaff ~lef~sslstant General Counsel 21~3853 SECRETARY OF STATE I, BILL JONES, Secretary of State of the Stat6 of California, hereby certify: That the attached transcript of ~ page(s) has been compared with the record on fil_e in this office, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of A~;~; 9 ~ 1999 EXHIBIT "A" 2173853 ENDORSED - FILED In b~e o[l~:e ot ~he ~¢~eta,'y ol Sta:e Cl the S:ate ol Cagomia ARTICLES OF INCORPORATION OF SANTA ANA EMPOWERMENT CORPOp,.ATION, A California Nonprofit Corporation AU6 1 6 1999 BILL JONES, Sec,'~'.7 ol State Article 1: Name. The name of the corporation is Santa Aha Empowerment Corporation, Inc. (hereafter referred to as "this corporation"). Article 2: Purpose. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes, including but not limited to lessening the burdens of government and promoting social welfare through activities that are designed (a) to lessen neighborhood tensions, (b) to eliminate prejudice and discrimination, (c) to defend human and civil rights.=sec, ured by law, and (d) to combat community deterioration and juvenile 'delinquency, all by implementing the Strategic Plan for the Santa Aria Empowennent Zone approved by act of Congress and signed into law by the President of the United States. This corporation is organized exclusively for charitable, scientific and/or educational purposes within the meaning of Internal Revenue Code section 501 (c)(3) or the corresponding provision of any future United States internal revenue law. Despite any other provision in these Articles, this corporation shall not, except to an insubstantial degree, engage in an7)' activities or exercise an)' powers that do not further the purposes of the corporation, and the corporation shall not can3' on any other activities not permitted to bfi'carried on by (a) a corporation exempt from federal income tax under Internal Revenue Code section 501(c)(3) or the corresponding provision of any future United States internal revenue law, or (b) a corporation, contributions to which are deductible under Internal Revenue Code section 170(c)(2) or the corresPonding provision of any future United States internal revenue law Article 3: Principal Office and Agent for Service of Process. (a) The initial principal office of this corporation shall be City Hall, City of Santa Ana, 20 Civic Center Plaza M-25, Santa Aha, California 92701. (b) The name and California address of this corporation's initial agent for service of process are: Janice C. Guy Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M-30 P.O. Box 1988 Santa Ana, California 92701 (c) The location of the principal place of business and name and address of the agent for service of process may be changed as the Board may determine from time to time, provided only that such addresses shall remain within the State of California. Article 4: Tax Exempt Status. (a) No substantial part of the activities of this corporation shall consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided in Internal Revenue Code section 501 (h); the corporation shall not participate nor 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 2 of these Articles. 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 .s.uch organization (or organizations) organized and operated exclusivelS' for charitable purposes which has established its tax-exempt status under Internal Revenue Code section 501 (c)(3) or the corresponding provision of any future United States internal revenue law, and which has established its tax-exempt status under Revenue and Taxation Code section 23701d or the corresponding section of any future California revenue and tax law, including but not limited to a local government. This organization shall be the City of Santa Ana, a charter city, if it qualifies as a distributee under the terms and conditions of this Article. (d) This corporation shall 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 Internal Revenue Code section 4942 or by corresponding provision of any later adopted federal tax laws. (e) This corporation shall not engage in any act of self-dealing as defined in Internal Revenue Code section 4941(d) or in corresponding provisions of any later adopted federal tax law. (f') This corporation shall not retain an3' excess business holding as defined in Internal Revenue Code section 4943(c) or in corresponding provisions of any later adopted federal tax law. 2 (g) This corporation shall not make investments in a manner that would subject it to tax under Internal Revenue Code section 4944 or in.. corresponding provisions of any later adopted federal tax law. · (h) This corporation shall not make any taxable expenditures as defined in Internal Revenue Code section 4945(d) or in corresponding provisions of any later adopted federal tax law. Article 5: Board Actions. A quorum of the Board shall consist of at least one-third (1/3) of its authorized Directors. All matters before the Board shall be approved by an affirmative open vote of a majority of the Directors present at a duly constituted meeting. Should any vote result in a tie, then the chair of the .Board may break the tie, or the vice- chair should the chair not be present. ~_.=_ - Article 6: Initial Board. This corporation shall initially have twenty-two (22) Directors. The names and addresses of the persons who are to act in the capacity of Directors are set forth below. Each incorporating Director shall serve for an initial one year term. CITY OF SANTA ANA David N. Ream, City Manager City of Santa Ana 20 Civic Center Plaza, M-31 P.O. Box 1988 Santa Ana, California 92702 SANTA ANA BOYS ANrD GIRLS CLUB Robert Lee Richardson, Board member Santa Aha Boys & Girls Club 950 W. ttighland Ave. Santa Ana, California 92703 SANTA ANA YOUTH COLLABORATIVE Irene Martinez, Executive Director Delhi Center 542 E. Central Ave. Santa Ana, California 92707 SANTA ANA BASED HOUSING ORGANIZATION Laro' Haynes, Executive Director Mercy House Transitional Living Centers P.O. Box 1905 Santa Aha, California 92702 3 o 10. 11. SANTA ANA UNIFIED SCHOOL DISTRiCT Dr. A1 Mijares, Superintendent Santa Ana Unified School District 1601 E. Chestnut Ave. Santa Aha, California 92701-6322 ORANGE COUNTY CONGREGATION COMMMUNITY ORGANIZATION Femando Hemandez Cibrian Orange County Congegation Community Organization 310 W. Broadway Anaheim, California 92805 EMPOWERMENT ZONE RESIDENT -AREA #1 Virginia L. Avila 1107 West Second Street Santa Ana, California 92703 EMPOWERMENT ZONE RESIDENT - AREA #2 Joe W. Yanez 609 East Camile Street Santa Ana, California 92701 EMPOWERMENT ZONE RESIDENT - AREA #3 Victoria Zaragoza 1109 South Minnie Street #1 Santa Ana, California 92701 SANTA ANA 2000 Patti Garza, Jr. Hispanic Chamber of Commerce 2323 North Broadway, Suite 305 Santa Ana, California 92706 SANTA ANA BASED ASIAN COMMUNITY ORGANIZATION Mai Anh Thi Cong, President & CEO Vietnamese Community of Orange County, Inc. 1618 West First Street Santa Ana, Califomia 92703 4 12. 13. 14. 15. 16. 17. LATINO HEALTH ACCESS PARTNERSHIP America Bracho, President & CEO Latino Health Access 1717 North Broadway Santa Ana, California 92706-2605 SANTA ANA WORK CENTER Jon Dietz, Board Chair Santa Ana Private Industry Council c/o Financial Statement Services 3232 South Fairview Santa Ana, California 92704 SANTA ANA ONE STOP CAPITAL SHOP James R. Davis, President Southland Economic Development Corporation 2000 E. Fourth St., Suite 206 Santa Ana, California 92705 SANTA ANA POLICE DEPARTMENT Lt. Charles Buddy Magdalena, Area Commander Santa ,ama Police Dept. 60 Civic Center Plaza, P.O. BOx 1981 Santa Ana, California 92702 ORANGE COUNTY TRANSPORTATION AUTHORITY David Armijo, Director of Operations Orange County Transportation Authority P.O. Box 14184 Orange, California 92863-1584 SANTA ANA CHAMBER OF COMMERCE Michael Metzler, President Santa Ana Chamber of Commerce P.O. Box 205 Santa Ana, California 92702 18. ORANGE COUNTY PUBLIC RESOURCES AGENCY Lawrence M. Leaman, Director of Social Services Orange County Social Services Agency 888 North Main Street ~'5:-- Santa Ana, California 92701 5 19. iNFORMATION TECHNOLOGYORGANIZATION., DoyHenley 2050 South Lyon Santa Ana, California 92705 20. RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT Dr. Edward Hemandez, Jr., Chancellor Rancho Santiago Community College District 2323 North Broadway Santa Ana, California 92706-1640 21. ORANGE COUNTY BOARD OF SUPER. VISORS ~ ~-_- Paula Kay Burrier, Director Orange County Housing & Community Development 1770 North Broadway Santa Ana, California 92706 22. ORANGE COUNTY BASED LABOR UNION William Fogarty, Executive Secretary/Treasurer Orange Count)' Central Labor Council ~_- 301 North Rampart Street, Suite A : Orange, California 92868-1854 The Board may, at its discretion, nominate and elect a 23rdDirector, whose initial one- year term Shall expire at the same time as the other initial Directors. Article 7: Qualification of Directors. The Board shall nominate and appoint a chair and vice chair. The manner in which Directors shall be chosen and removed from office, their qualifications, and tenure of office, shall be set in the Bylaws; provided, however, that an)' Director who shall be absent without excuse for three (3) successive regular meetings of the Board, shall automatically forfeit his or her seat on the Board. Article 8: Subordinate Corporation. This corporation a subordinate corporation instituted and created under authority of the City of Santa Ana ("City") by City Resolution No. 1999-043, pursuant to the City's Strategic Plan for the Santa Ana Empowerment Zone approved by act of Congress and signed into law by the President of the United States, and the City remains responsible to the United States to implement the Strategic Plan. This corporation shall dissolve these Articles when revoked by Resolution of the City Council of the City. In the event of dissolution pursuant to this Article, the assets of this corporation shall be distributed pursuant to Article 4(c), above. 6 Article 9 Management. (a) The affairs of this corporation shall be managed by an Executive Director, who shall be and have the powers of President and CEO. The Executive Director shall have day-to-day authority in operations, hiring, firing, and corporate administration, and shall be entitled to participate in the Board's deliberations but shall noi have a vote. (b) This corporation shall also be sen'ed by a Secretary, Chief Financial Officer and General Council. (c) The following shall constitute the initial staff for this corporation, which serve at the pleasure of the Board: ~.~ 2. 3. 4. Executive Director - The Executive Director of the Community Development Agency of the City or designee Secretary - The'Clerk of the Council of the City Chief Financial Officer - The Executive Director of Finance and Management Services Agency of the City General Counsel - City Attorney of the City Article 10: Bylaws. Bylaws ma)' be adopted, amended, altered or re~'~inded by a two- thirds (2/3) niajority vote of the Board present at any regular meeting or any special meeting of the Board called for such purpose. Article t 1. Amendment of ArticleS. Amendments to these Article ma)' be proposed by any Director and shall be adopted upon the following: (a) the two-third (2/3) majority vote of the Board, and (b) the concurrence of the City Council of the City. IN WITNESS WHEREOF, the undersi=m~ed, being the Incorporators of this corporation and the initial Directors named in these Articles of Incorporation have executed these Articles on the date set forth below: SIGNATURE OF INITIAL DIRECTORS Dated: August.4, 1999 Oba"'~vi3 Arr~ijo, Director~'~ State of California County of Orange On August 4, 1999, before me, ~~J~2)b~ , Notary Public, personally appeared David Armijo, persc~nally !:n~¥n-to-m~or proved to me on the basis of satisfactory evidence] to be the person whose name is subscribed to the within instrument and ackno~vledged to me thOexecuted the same i~authorized capacity and that by. Mcr-signature on the instrument the person exs..cuted the instrument. WITNESS my hand and official seal. Signature: ~ ~Y-~ff( [Seal] SIGNATURE OF INITIAL DIRECTORS (continued) Dated: Augus~ 4, 1999 Virginia L'. Avil a;-Director State of California County of Orange On August 4, 1999, before me, -4//,-f,vq,'R -,~ .'/Iv',' ] f'c. , Notary Public, personally appeared flit'ye [r~,'& -(, ,'qvJ/~.-- ,~ [or proved to me on the basis of Satisfactory evidence] to be the person whose name is subscribed to the within instrument and acknowledged to me that.be~_.~ executed the same imhi~' authorized capacity and that by3is~signature on the instrument the person executed the instrument. WITNESS my hand and official seal. Signature: ~t/~ ~../~ [Seal] SIGNATURE OF INITIAL DIRECTORS (continued) ,, Dated: August_4, 1999 America Bracho, Director State of California } } County of Orange } On August 4, 1999, before me, ~P~-~-fl-/~1~' ~-)' ~t~,dD~" , Notary Public, · America Bracho, p ......... j ,~l,~,,, L,~ ,,,~ [or proved to me on the personally appeared ' basis of satisfactory evidence] to be the person whose name is subscribed to the within instrument and acknowledged to me that ~ecuted the same in ~uthorized capacity and that by his~signature on the instrument the person executed the instrument. WITNESS my hand and official seal. Signature:~ ~ SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August 4, 1999 Paula Kay Burrier, Director State of California } County of Orange } On August 4, 1999, before me, ~6~5~ ~5. ~],q~-Lf] , Notary Public, personally appeared /~¢ o~/ct ,ga~' ~c( rr; er' , persen~ [or proved to me on the basis of satisfactory evidence] to be the person whose name is subscribed to ; the within instrument and acknowled$~d to me that ~(~executed the same in ~ authorized capacity and that byJ~-~e.e~ignature on the instrument the person executeo the instrument. WITNESS my hand and official seal.' Signamre.~ff~ [Seal] 11 SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August 4, 1999 Femando Hemandez Cibrian, Director State of California } } County of Orange } On August 4, 1999, before me, /~l~qS~ ~, O~],q~b/~ , Notary Public, C~bnan, p ......... ~ .......... me personally appeared Femando Hemandez ' ' ~ ..... -,,~ ....... *~ [or proved to me on the basis of satisfactory evidence] to be the pTr. a,o.n w hose nmne is subscribe!o__ the within instrument and acknowledged to me that~ae~ .~executed the same in{)i.~h~ authorized capacity and that by~i~signature on the instrument thE:person executed the instrument. WITNESS my hand and official seal. Signature~(~ ~' f~(f~- [Seal] SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August_4, 1999 Mai Anh ~h~ ~Co~¢~ Di~ctor State of California } County of Orange } On August 4, 1999, before me, ff~5~ ~5. ~K ~-LF] , Notary Public, ~ /,4~qtl '772/ ' r'/ p personally appeared ~ ¢t) ~ , crsona!!)4anow~to irre [or proved to me on the basis of satisfactory evidence] to oe the person whose name is subscribed to the within instrument and acknowled~g~d to me that ~h~xecuted the same in authorized capacity and that by-hi~er~ignature on the instrument th~.?ers0n executed the instrument. WITNESS my hand and official seal. Signature.(~j~(~ J. [Seal] SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August 4, 1999 ~ames R. Davis, Director State of California County of Orange On August 4, 1999, before me, ~p__//~t~k-J~,J2:~- , Notary Public, personally appeared ~ £. ~ ~ , personally known to me-[or-pro¥cd to ~ ~ ~ ~*;~ctc~ to be the person whose name is subscribed to the xvithin instrument and ac~owledged to me tha~hc executed the same i~ authorized capaci~ and that b~si~amre on the instrument th~.:person executed the instrument. WITNESS my hand and official seal. [Seal] 14 SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August 4, 1999 Jon Diet WITNESS my hand and official seal. Signature: ~ ~'~~ State of California } County of Orange } On August 4, 1999, before me,~' ,~ V,'Notary Public, · ~ .... ' ........... [or proved to me on the basis of personally appeared Jon D~etz, ,pc ..... .4¢~, ........... satisfactory evidence] to be the~l~erson whose name is subsc~fibed to the within instrument and ackpo.wledged to me that [n.e~xecuted the same in {i>s32~r~uthofized capacity and that by(~is.~-~siguature on the instrument the person executed the instrument. [Seal] 15 SIGNATURE OF INITIAL DIRECTQRS (continued) Dated: August 4, 1999 State of California } } County of Orange } On August 4; 1999, before me, ~(?~] ~', ~-/~ , Notary Public, personally appeared William Fogarty, t~ [or proved to me on the basis of satisfactory evidence] to be the person whose name is subscribed to the within instrument and acknowledged ~o me that ~'~he'executed the same in ~authorized capacity and that by Q~q~'~signature on the instrument the person executed the instrument. WITNESS my hand and official seal. Signature.Q~'¢'~ ~' [Seal] .16 Dated: August 4, 1999 SIGNATURE OF INITIAL DIRECTORS (continued) State of California } } CountY of Orange } 0nAugust4, 1999, beforeme, ~76t~ 6. ~,4,q~/.~q , Notary Public, personally appeared Paul Garza, Jr., v .... ha,a ,~,¥ ,.,4o-me [or proved to me on the basis of satisfacto~ evidence] to be the perr~on whose name is subscribe~d to the within instrument and acknowledged to me that {he. gLshe~executed the same i hir~.~X~authorized capacitY and that by ~r~ignature on the instrument the person ex~:cuted the instrument. WITNESS my hand and official seal. S ignature~ ~' -/~~ [Seal] 17 Dated: August, 4, 1999 SIGNATURE OF INITIAL DIRECTORS (continued) ., L~rr~ Ha~nes~Director State of California County of Orange WITNESS my hand and official seal. On August 4, 1999, before me, 't/fl~lg'OT~t~ ~.J. ~_t~3]/:~(' , Notary Public, personally appeared Larry Haynes, ~ [or proved to me on the basis of satisfacto~ evidence] to be the person whose name is subscribed to the within instrument and ac~owledged to me tha~a~c executed the same i~icr authorized capacity and that by,er si~a~re on the instrument the person executed the ins~ment. [Seal] 18 Dated: . 7/29/99 SINGATLrRE OF INITIAL DIRECTORS (continued) State of: Oregon · Coungy of: Lane On duly 29, 1999, before me, Pamela L. Sparks, personally appeared Doy Henley, personally known to me, to be the person whose name is subscribed to the within within instrument and ecknol~led9ed tome that he executed the same in his authorized capacity and that by his si9nature on the instrument the person executed the'instrument; ~,IITNESS my hand and official seal. 19 Dated: August_ 4, 1999 SIGNATURE OF INITIAL DIRECTORS (continued) State of California County of Orange On August 4, 1,999, before, me,/-.t~O07L~.]. L.~t:~" , Notary Public, pLrsonally appeared ~Ox)/)~_D~t/ha//~7-Z~£, , personally !mawn-to-me [or prOved to me on the basis of satisfactory evidence] to be the person whose name is subscribed to the within instrument and acknowledged to me tha~.~ahe executed the same irr~ncr- authorized capacity and that b~N~ signature on the instrument the~.person executed the instrument. WITNESS my hand and official seal. Signature: ~-~5~ ~..x, ~.- [Seal] 2O SIGNATURE OF INITIAL DIRECTORS (continued) .~ Dated: Augus~ 4, 1999 Lawrence M. Leaman, Director State of California County of Orange On August 4, 1999, before me, ~'~6~ ~5, ~/¢/~ £L~//']' , Notary Public, personally appeared 4.~ cOr'~ tlC J,/~, ,~.~a rr~ cgrl, w.~.~..an~n,, .t' ....... .... m tn me.. L[or ,~roved to me on the basis of satisfactory evidence] to be the person whose name is subscrib_.~ed to the within instrument and acknow.~ledged to me tha e~g~ executed the same i~ authorized capacity and that by ~ignature on the instrument the person executed the instrument. WITNESS my hand and official seal. Signature:(~;>~ /. ~C(/Le~ [Seal] 21 SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August 4, 1999 Charles Buddy Magd'al~a, Director State of California County of Orange On August 4, 1999, before me, ,/~fl-/247/J~'~/' {.~,c/Z)Lz'' ,Notary Public, lly ddy M gd ~ ...... u,, ~ ...... *~ ~ persona appeared Charles Bu a alena, r ......... ~ .............. [or proved to me on the basis of satisfacto~ evidence] to be the person whose name is subscribed to the within instrument and ac~owledged to me tha~r s~executed the same i~ ~authorized capacity an~ that by. er ~er-si~amre on the instrument the person executed the instrument. : WITNESS my hand and official seal. !~ ~.n~ [Seal] 22 SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August 4, 1999 Irene Martin¢/{/, Director/ State of California } County of Orange } On August 4, 1999, before me, ~0~# ~Y. ~/q~ ~/~ , Notary Public, personally appeared Irene Martinez, persen_~.!~_y ~ne'>.rn teme [or proved to me on the basis of satisfactory evidence] to be the person whose name is subscribed to the within instrument and acknowledged to me that he/-he/-he/-he/-he/~xecuted the same in ._3~is~'he~uthorized capacity and that by.~.~ignature on the instrument the person ex~cute.d the instrument. WITNESS my hand and official seal. [Seal] 23 Dated: Augus_t 4, 1999 SIGNATURE OF INITIAL DIRECTORS (continued) State of California } County of Orange } On August 4, 1999, before me,/.~-~7~ ~. ff--~J/)~' , Notary Public, personally appeared Michael Metzler, pcrscrrm~ l~lu ~VlrtO'-i~ [or proved to me on the basis of satisfactory evidence] to be the person ~vhose name is subscribed to the within instrument and ac ~knowledged to me tha(~he executed the same il~rhcr authorized capacity and that b~ signature on the instrument the person executed the instrument. WITNESS my hand and official seal. Signature: /f~L~ [Seal] 24 SIGNATURE OF INITIAL DIRECTORS (continued) Dated: Augus_t4, 1999 State of California } County of Orange } WITNESS my hand and official seal. Signatur~~'~ On August 4, 1999, before me, {(M/'] ~5. ~,~RC'Z~ , Notary Public, perSonally appeared Al me [~ v,o~-~u to m, un the ba~is of Mijares, personally known to -~ · .sat[sfac_topj~evidc-n~e] to be the person whose name is subscribed to the within instrument and acknowledged to me that ~he"executed the same ir~'~authorized capacity and that by~e~signature on the instrument the person executed the instrument. [Seal] 25 Dated: Augusi 4, 1999 SIGNATURE OF INITIAL DIRECTORS continued) David N. Ream, D~rector State of California County of Orange On August 4, 1999, before me, ,~C¢~q xS. ~/q~:L,/~z , Notary Public, personally appeared David N. Ream, personally known to me [er prove~ tc~c basi_~ ~{%ntiqf~clo~ee] to be the p~on whose name is subs.crib~to .the wit.hin instrument and acknowledged to me that ~fske"executed the same m ~3'ner authorized capacity and that by~tet"signature on the instrument the person exe'cuted the instrument. WITNESS my hand and official seal. Signature: ~-6"-/~.( ~/f. [Seal] 26 SIGNATURE OF INITIAL DIRECTORS (continued) Dated: August. 4, 1999 Robert Lee Ric]~ardson, Direct State of California } } County of Orange } On August 4, 1999, before me, ~ Odd xT, 10/qg~L~ , Notary Public, personally appeared /~6 b ~2FJ ,{ ,~-( ~,'~/;/~Fd'~.l'l personally known to me [or pros, cd'to · .me en the b°-s'.s~f sat,ofact,,,v cv:dence] to be the person whose name is subscribed to the within instrument and acknowledged to me tha~'ff, she-executed the same i~ authorized capacity and that b .h~signamre on the instrument the.person executed the instrument. WITNESS my hand and official seal. Signature~ ¢./~""~ [Seal] 27 SIGNATURE OF INITIAL DIRECTQRS (continued) Dated: August 4, 1999 · Yanez, Director ! State of California County of Orange On August 4, 1999, before me, /~0~5,'~ kS, ~,,¢~b~-L~z , Notary Public, personally appeared Joe W. Yanez, personalty knuwn-tonme [or proved to me on the basis of satisfactory evidence] to be the person whose, name is subscribed to the within instrument and acknowledged to me that')she executed the same irk~_.i~.r authorized capacity and that by~.s~)J~er~signature on the instrument the person exScuted the instrument. WITNESS my hand and official seal. l k~? c,o~e Co~n,~ ~. [Seal] 28 SIGNATURE OF INITIAL DIRECTORS (continued) : Dated: Augus_t 4, 1999 State of California } County of Orange - .} On August 4, 1.9,99, before m~e, /.~,~7,t-'~'d ~Jb6' .:.~+o~ary Public, personally appeared /f/tgZ~z,'q ~P--,¢~ , pe. rsonakly-~m.n ... mo [or proved to me on the basis of satisfactory evidence] to be the person whose name is subscribed to the within instrument and acknowledged to me that ~xecuted the same in Irls~ authorized capacity and that by ~signamre on the instrument th~:Pers6n executed the instrument. WITNESS my hand and official seal. Signature: ~ /~fi~ [Seal] 29