HomeMy WebLinkAbout2009-01 SAECRESOLUTION NO. SAEC 2009-01
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
SANTA ANA EMPOWERMENT CORPORATION TO
APPROVE ALL ACTIONS REQUIRED OR NECESSARY TO
DISSOLVE THE CORPORATION
THE BOARD OF DIRECTORS OF THE SANTA ANA EMPOWERMENT
CORPORATION HEREBY RESOLVES, DETERMINES, AND DECLARES AS
FOLLOWS:
WHEREAS, the Santa Ana Empowerment Corporation was incorporated ten (10)
years ago at the direction of the City Council of the City of Santa Ana to expend federal
monies received pursuant to the City's designation as a Round II Urban Empowerment
Zone; and
WHEREAS, the federal government has concluded that no additional monies will
be appropriated for Round II Urban Empowerment Zones; and
WHEREAS, the Board of Directors has expended virtually all monies
• appropriated by the federal government under the Round II Urban Empowerment Zone
program; and
WHEREAS, the Board of Directors has previously voted to dissolve the Santa
Ana Empowerment Corporation; and
WHEREAS, the Article of Incorporation of the Santa Ana Empowerment
Corporation states: "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 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"; and
WHEREAS, at a prior meeting, the Board of Directors has determined to wind up
and dissolve the Santa Ana Empowerment Corporation and to name the City of Santa
Ana as the distribute referenced above; and
Resolution No. SAEC 2009-01
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WHEREAS, the Board of Directors has been advised and understands that
dissolution of the Santa Ana Empowerment Corporation takes several steps including but
not limited to filing a certificate of election to wind up and dissolve (Form ELEC NP)
and certificate of dissolution (Form DISS NP); and
WHEREAS, the Board of Directors further finds that given its determination to
wind up and dissolve the Santa Ana Empowerment Corporation, that it is appropriate to
provide for the cancelation the Operating Agreement between itself and the City of Santa
Ana; and
WHEREAS, the Board of Directors, rather than specifying each and every action
to be accomplished, believes it appropriate and fitting to delegate to its staff the
responsibility to take the appropriate actions to accomplish the winding up and
dissolution of the Santa Ana Empowerment Corporation and the designation of the City
of Santa Ana as its successor:
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE SANTA ANA EMPOWERMENT CORPORATION:
1. That the Santa Ana Empowerment Zone Corporation, Inc., a California
nonprofit public benefit corporation, hereby determines to wind up and dissolve, and
directs its Directors and Officers to prepare and execute all appropriate documents
necessary to accomplish this.
2. That the Santa Ana Empowerment Zone Corporation, Inc., a California
nonprofit public benefit corporation, hereby designates the City of Santa Ana, a charter
city, as its successor corporation and distributee, and delegates to the Executive Director
the selection and designation of an alternate successor and distributee if the City of Santa
Ana does not qualify as such under state or federal law.
3. That the Executive Director is directed to undertake all actions necessary to
implement this resolution without further recourse to the Board of Directors.
ADOPTED this 18TH day of November, 2009
ATTEST:
~~"vt~~ l ~ y ,
Maria D. Huizar M Blo amos
Secretary of the Corporation C it
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• APP D AS TO FORM:
seph .Fletcher, Gener
Counsel
i
Resolution No. SAEC 2009-01
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