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Articles of Incorporation from Secretary of State 1976276 ~~.c.~ ~ ~. ..:<" ~~~I' -aii7 ': ~; ~-. ~ .f/~~, t8 SECRETARY OF STATE (6)~ ~~\S CORPORATION DIVISION I, BIll JONES, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this AUG 1 2 1996 Secretary of State See. State FonT' CE-107 (rev. 995i 1976276 .:1\I00H;:,t:L FiLED the oiiice of the Secretary oj Stat ~f thp q~tp r,! r.,I;\M",e ARTICLES OF INCORPORATION OF AUG f2 1996 GILROY ECONOMIC DEVELOPMENT CORPORATIO~ . Ill/"" f;)~ ~~ I. ~ILL JONES. Scq(tlrv 01 Stat~ The name of this corporation is Gilroy Economic Development Corporation. II. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. The specific purpose of this corporation is to promote economic development in the City of Gilroy, and to assist local businesses and governmental agencies the area of economic development. Notwithstanding any of the above statements of purposes or powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specified purpose of this corporation. III. The name of the initial agent of the corporation for service of process is Bill Lindsteadt whose complete address is Gilroy Economic Development Corporation. 7471 Monterey Street. Gilroy, CA. 95020. IV. This corporation is organized and operated exclusively for public purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax lUlder Section 501 (c) (3) of the Internal Revenue Code. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation. and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. V. This corporation shall have no membership distinct from the board of directors. VI. The powers of this corporation shall be exercised, its properties controlled, and its affairs governed by a board of directors. The corporation shall have six (6) directors. The manner in which the directors shall be chosen and removed from office, their qualifications, powers, duties, tenure of office, the manner of filing vacancies on the board, and the manner of calling and holding meetings of directors, shall be stated in the bylaws. Directors shall not receive compensation for their services as directors. Any action required or permitted to be taken by the board of directors under any provision of the law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written proceedings of the board, and any such action taken by written consent shall have the same force and effect as actions by unanimous vote of the directors. Any certificate or other documents fIled under any provision of the law which relates to actions so taken, shall state that the action was taken by unanimous written consent of the board of directors without a meeting, and that the articles of incorporation and bylaws of this corporation authorize the directors to so act. Such a statement shall be prima facie evidence of such authority. VII. The property of this corporation is irrevocably dedicated to public purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for public purposes and which has established its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code. If this corporation holds any assets on trust, such assets shall be disposed of in such a manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, on petition therefore by the Attorney General of the State of California or by any person concerned in liquidation, in a proceeding to which the Attorney General of the State of California is a party. VII. IN WITNESS WHEREOF, the undersigned, being the Incorporators of Gilroy Economic Development Corporation have executed these articles of incorporation on G / / :, J c; (p (date). / / {1~4V J Y Don Gage, Incorporator .. (' '(~' i \. \ ~ cjJ/--<- \ (~\:~' r\ s... - -\.- \ K. A. Mike Gilroy, Incorporator \ Q~~ Patti Hale, Incorporator ~/~C- Bob Kovacs, Incorporator 0~o~orntor