(
ARTICLES
OF
INCORPORATION
BARSTOW
HARVEY HOUSE
FOUNDATION
1813650
•
ENDORSED
FILEE
( ARTICLES OF INCORPORATION
OF JAN 16 1992
: BARSTOW HARVEY HOUSE FOUNDATION MARCH FONG EU, Secretaryol State I. NAME
The name of the corporation is BARSTOW HARVEY HOUSE
FOUNDATION, hereinafter called the "Foundation."
II. PURPOSES
The Foundation 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 public purposes of the Foundation are to promote development of the Harvey • House site located in Barstow, california, to promote the historic site, to improve and renovate said site, to acquire, maintain and repair articles of historic significance including but not limited to railroad memorabilia.
III. INITIAL AGENT FOR SERVICE OF PROCESS
The name of the initial agent of the Foundation for service of process is Eric Ziegler, whose complete business address is 220 East Mountain View Street, Barstow, California 92311.
IV. DIRECTORS
The • corporation shall have five (5) Directors.
V. BYLAWS PROVISIONS
(a) Directors. The manner which Directors • shall be
and removed from office, their qualifications, powers,
compensation, and tenure of office, the manner of filling vacancies Board, and the manner
of calling and holding
meetings of Directors, shall be as stated in the Bylaws.
Members. authorized
qualifications members of the Foundation, number, the filling of vacancies, the different classes of membership, if any, the property, voting, and other rights and privileges of members, and their liability dues and assessments and the method of
collection, and the termination and transfer of membership shall be as stated in the Bylaws.
VI. TRUST FUNDS
The Foundation may establish one or more common trust funds of furnishing investments to it or to any
organization, society, or corporation holding funds or property for the benefit said BARSTOW HARVEY HOUSE FOUNDATION, or holding funds • for the purpose of supporting any building or buildings used
officers or directors rectors there, any fiduciary rego notherwise. thereof, Notwithstanding the provisions of any general or special law in any way limiting the right of any of the foregoing or the officers or directors thereof, as fiduciary or otherwise, Invest tunas held by them, it shall be lawful for the Foundation to invest any or all of its funds or property in the shares or interests of such common trust fund or trust funds; provided, that, in the case of funds property held as fiduciary, such investment is not prohibited by the wording of the will, deed, or other instrument creating such fiduciary relationship.
VII. DEDICATION AND DISSOLUTION
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) The property of the Foundation is irrevocably dedicated to public purposes and no part of the net income or assets of said Foundation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private persons.
(b) On the dissolution or winding up of the Foundation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of said Foundation shall be distributed to a nonprofit fund, foundation, corporation which
organized and operated exclusively for public purposes and which has established its tax-exempt status under Internal Revenue Code Section 501(c) (3).
On the dissolution or winding up of the Foundation, if
any assets are held in trust, such assets shall be disposed of in such manner as may be directed by decree of the superior Court of the county in which the corporation has its principal office, on petition therefor by the Attorney General or by any, person concerned in the ; liquidation,
( in a proceeding to which the
Attorney General is a party.
VIII. LIMITATION ON ACTIVITIES OF THE FOUNDATION
No substantial part of the activities of the Foundation shall consist of the carrying on ol propaganda, or otherwise attempting to influence legislation, nor shall the Foundatior participate or intervene in any political campaign (including publishing or distribution statements) on behalf of or
opposition to any candidate for public office.
IX. DISTRIBUTION OF INCOME AND PROHIBITED ACTIVITIES
Notwithstanding any other provision in these Articles of Incorporation, the Foundation shall be subject to the following limitations and restrictions:
The Foundation shall distribute its income for each
taxable year at a time and in a manner that will not subject the foundation to the tax on undistributed income imposed by Sectior Internal Revenue Code of 1986.
(b) The Foundation shall not engage in any act of self- dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1986.
(C) The Foundation shall not retain any excess business holding as defined in Section 4943 (c) of the Internal Revenue Code of 1986.
The Foundation shall not make any investments that will subject it to tax under Section 4944 of the Internal Revenue Code of 1986.
(e) The Foundation shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code of IN WITNESS WHEREOF, the undersigned, being the Incorporator of BARSTOW HARVEY HOUSE FOUNDATION Articles
Incary ration, has executed these articles of Incorporation on ()
CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
Mal Wessel and Donna C. Sluder certify that:
1. They are the president and secretary, respectively, of the Barstow Harvey House Foundation, a California corporation, No. 1813650.
2. Article II of the Articles of Incorporation of this
corporation is amended to read as follows:
ARTICLE II. PURPOSES
This corporation (the Barstow Harvey House Foundation)
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 public purposes of the Foundation are to promote development of the Harvey House site located in Barstow, California, promote the historical site, to improve and renovate said site, to acquire, maintain and repair articles of historic significance including but not limited to railroad memorabilia.
b. The Foundation is organized exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.
c. "Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(C) (3) Of the Internal Revenue Code of 1986 (or the corresponding provisions of any United States Internal Revenue law) oI (b) by
Corporation contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code oi 1986 (or correspondinc provisions of any future United States Internal Revenue law)."
3. The foregoing 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 the laws of the state of California that the matters set forth in this
certificate are true and correct of our own knowledge.
Dated: July 8, 1993
vessel,
Barstow Harvey House Foundation
Douns A Sluder
Donna C. Sluder, Secretary
Barstow Harvey House Foundation
()
BYLAWS
OF
BARSTOW
C
HARVEY HOUSE
FOUNDATION
(
BYLAWS OF
BARSTOW HARVEY HOUSE FOUNDATION
ARTICLE I
NAME, ORGANIZATION AND PURPOSE, PRINCIPAL OFFICE, SEAL
Section 1.01. Name. The name of this corporation
is "Barstow Harvey House Foundation" (hereinafter referred to as the "Foundation").
Section 1.02. Organization, Purpose and Use of Funds.
activities Foundation
activities described in its Articles of Incorporation. No gains, profits or dividends shall be distributed to any of the directors or officers of the Foundation, and no part of the net earnings, funds or assets of the Foundation • shall inure to the benefit of any director, officer or individual or any other person, firm or corporation excepting only the United States of America, State of California, or any municipal corporation
political
subdivision thereof, or nonprofit fund, foundation
or
corporation which is organized and operated exclusively for
charitable or social welfare 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.
(
Section 1.03., Principal Office. The principal office
of the Foundation for its transaction of business is located at 220 East Mountain View Street, Barstow, California 92311.
Section 1.04. Change of Principal Office. The Board
of Directors is hereby granted full power and authority to change the principal office of the Foundation from one location to another in Barstow, California. Any such change shall be noted by the Secretary in an appendix to these Bylaws, but
such
appendix shall not be considered an amendment of these Bylaws.
Section 1.05 Seal. The corporate seal of the
Foundation shall set forth the name of the Foundation and shall 1992. Inscribed thereon the words "incorporated 14.
ARTICLE II
MEMBERSHIP
Section 2.01 The Foundation shall have no voting
members. It shall, however, have nonvoting members. Any action which would otherwise require approval by a majority of all members or approval by the members shall require only approval of All rights which would otherwise vest in
/ the members shall vest in the directors.
ARTICLE III
DIRECTORS
-
Section 3.01. Number. The Foundation shall have five
(5) directors. Collectively the directors shall be known as the "Board of Directors."
Section 3.02. . Qualifications. The directors of the
Foundation shall be residents of the State of California. section 3.03. Designation of Directors. Each
member of the City Council of the City of Barstow shall serve as a director of the Foundation.
ection 3.04. Term of Office. All directors shall
old office until the expiration of their term as a member of the City Council of the City of Barstow.
Section 3.05. Place of Directors' Meetings. Meetings
of the Board of Directors shall be held at the principal office the Foundation unless a different place is designated in the notice of such meeting.
Section 3.06. Regular Meetings.
Directors by resolution may provide for the holding of regular meetings and may fix the time and place of holding such meetings.
Section 3.07. Special Meetings. Special meetings of
the Board of Directors called in accordance with the
provisions of Section 54956 of the Government Code of the State of California.
Section 3.08. Quorum and Manner of Action. A majority
of the directors shall constitute a quorum for the transaction of business by the Board of Directors, except that less than a No action may be taken by
Directors except upon the affirmative vote of a
majority of the members of the Board of Directors.
Section 3.09. Notice: Conduct of Meetings. All
meetings of the Board of Directors shall be called, noticed, held and conducted subject to the provisions of the Ralph M. Brown Act (Chapter 9 of Part 1 of Division • 2 of Title 5 of the Government Code of of California, being Sections 54950-54962
thereof). The President, or in his or her absence, the Vice president, or, in the absence • of the Vice President, a • chair chosen by a majority of the directors present, shall preside at all meetings of the Board of Directors.
Section 3.10. Compensation. of Directors.
( director shall be entitled receive compensation for
serving as a director or as an officer of the Foundation, except that any director or officer may be reimbursed for expenses duly incurred in the performance of duties as director or officer of the Foundation, upon approval of the Board of Directors.
ARTICLE IV
POWERS OF BOARD OF DIRECTORS
Section 4.01. General Powers of Board of Directors.
All corporate powers of the Foundation shall be exercised by or under the authority of, and the business, property and affairs of the Foundation shall be controlled by the Board of Directors.
The Board Directors may delegate the management of the
activities of the Foundation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the Foundation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors.
Section 4.02. Indemnification. To the full extent
permitted by law, the Board of Directors may authorize
indemnification by the foundation of any person who is or was a director, officer, employee or other agent of the Foundation, and or is a party or is threatened to be made a party to a
proceeding by reason of the fact that such person is or was such a director, officer, employee or other agent of the Foundation, against expenses, judgments, fines, settlements and other amounts actually reasonably incurred connection with such
proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Foundation and, in the case of a criminal proceeding, had no reasonable believe the conduct of such person was
unlawful and , in the case of an action by or in the right of the Foundation, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
Section 4.03. Incurring of Indebtedness. The Board
of Directors, on behalf of the Foundation and in • furtherance of its proper purposes, may incur such indebtedness, may issue bonds, notes, debentures and other evidences of indebtedness of the Foundation, may secure the same by mortgage,
transfer in
trust, pledge or other encumbrance of the whole or any part of the assets of the Foundation, may establish funds and make other provisions for the payment of such indebtedness and interest thereon, and may otherwise act or enter into other agreements in therewith, in each case as shall be deemed • necessary
or appropriate by the Board of Directors.
Section 4.04. Loans, and other Agreements. subject to
the provisions California Nonprofit Public Benefit
Corporation Directors, on behalf of the
Foundation and in furtherance of its proper purposes, may make loans
with, or otherwise enter into
agreements with, any person with respect to any property of the Foundation, may take such collateral or other security with respect thereto and may otherwise act or enter into other agreements in connection therewith; in each case as shall be deemed necessary or appropriate by the Board of Directors.
ARTICLE V
OFFICERS
Section 5.01. Number and Qualifications. The
officers of the Foundation shall be a President,
a Vice
President, a Secretary and a Chief Financial Officer and such subordinate officers, including one or more assistant secretaries and assistant financial officers, as the Board of Directors may appoint. Only directors shall be qualified to hold the office of President or Vice President. Neither the Secretary nor the Chief Financial Officer may serve concurrently as the President.
Section 5.02. Election, Term of Office. Except as
provided in Section 5.01, each officer shall be appointed by the Board of Directors, in the case of
the initial officers,
( designated by the incorporator, and shall hold office until his or her successor shall have been appointed and qualified, or until the death, resignation or removal of such officer.
Section 5.03. Resignations. Any officer may resign at
any time by giving written notice to the President or to the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5.04. Vacancies. A vacancy In any office
because of death, resignation in the manner prescribed in removal, disqualification or any other cause, shall be filled these
Bylaws for regular appointment to such office.
Section 5.05. President. The President shall be
the chief executive officer of the Foundation
and shall have
general supere control tee Bones Dire fond or President however, to the control of the Board of Directors. shall preside at all meetings of the Board of
Directors. The
President may sign and execute, in the name of the Foundation, deeds, mortgages, leases, bonds, contracts and other instruments duly authorized by the Board of Directors, and generally shall perform all duties incident to the office • of President and such other duties as may from time to time be assigned to such office by the Board of Directors. At each meeting of the Board of Directors, the President shall submit such recommendations and information as he or she may consider
proper concerning the
business, affairs and policies of the Foundation.
Section 5.06. Vice President. At the request of
the President, or in the case of his or her absence or
disabitt and, the Vice President shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. In addition, the Vice President shall perform such other duties as may from time to time be assigned to that office by the Board of Directors or the President.
Section 5.07. The Secretary shall:
(a) Certify and keep at the office of the Foundation,
or at such other place as the Board of Directors may order, the original or a copy of these Bylaws as amended or otherwise altered;
(b) Keep at the office of the Foundation; or at such
other place as the may order, a book of
minutes of all meetings of the directors, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, and
the
proceedings thereat;
(c) See that all notices are duly given in accordanc
ith the provisions of these Bylaws or as required by law (a) Be custodian of the records and seal of the
Foundation;
(e) Exhibit at all reasonable times to any director,
upon application, these Bylaws and the minutes of the proceedings of the directors of the Foundation; and
(f) In general, perform all duties of the office of
Secretary and such other duties may from time to time be assigned to such office by the Board of Directors or the President.
(
Section 5.08. Chief Financial Officer. Subject to the
provisions of the proceedings
authorizing any debt or other
obligation of the Foundation which may provide for a trustee to receive, have the custody of and disburse Foundation funds, the Chief Financial Officer shall receive and have charge of all funds of the Foundation and shall disburse such funds only as directed by the Board of Directors. The Chief Financial Officer shall, general, all duties incident to the office of
"Chief Financial erficer and such other duties as may from time to time be assigned to such office by the Board of Directors or the President. Chief Financial Officer shall have the additional title of "Treasurer."
section 5.09. Subordinate Officers be prescribed from Subordinate officers shall perform such duties as shall
time to time by the Board of Directors or the President.
ARTICLE VI
DISSOLUTION
Section 6.01 The Foundation shall not be voluntarily
dissolved, except by approval of the Board of Directors. event of dissolution of the Foundation in any manner and for any cause, after the payment or adequate provision for the payment of all of its debts and liabilities,
assets and properties
( distributed provided in Foundation's Articles
Incorporation.
. ARTICLE VII
GENERAL
Section 7.01. Fiscal Year. The fiscal year of the
Foundation shall begin July 1 and end June 30 of each year, except the first fiscal year which shall run from the date of incorporation to June 30, 1992.
Section 7.02. Construction and Definitions. Unless
otherwise provided herein or in the Articles of Incorporation, the general provisions, rules construction definitions
contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.
ARTICLE VIII
AMENDMENT OF BYLAWS AND ARTICLES OF INCORPORATION
Section 8.01. Amendment of Bylaws.
Bylaws may be amended or repealed, and new Bylaws may be adopted, by unanimous vote of the Board of Directors.
Section 8.02. Amendment of Articles of.
Incorporation. The Articles of Incorporation of the
Foundation may be amended by unanimous vote of the Board of Directors.
hhbylaws
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(
) SECRETARY'S CERTIFICATE
The undersigned hereby certifies that the undersigned
California is the Secretary of the Barstow ener use rathoat on, nonprofit public attached hereto is a true, correct and complete copy of the Bylaws of said Foundation; and that said Bylaws are in full force and effect as of the date hereof.
Dated: January 9
_ 1992.
Donna C Sluder
ecretar
[SEALI
!
ACTION BY INCORPORATOR
(
OF
BARSTOW HARVEY HOUSE FOUNDATION
Pursuant to Section 5134 of the California Corporations code, the undersigned, Eric G. Ziegler, being the incorporator of the Barstow Harvey House Foundation (the "Foundation"), by this writing the following action, adopts
resolutions, Iollowing
transacts following business of the
Foundation:
RESOLVED, that the Bylaws appearing in that certain
document hereto attached entitled "Bylaws of Barstow Harvey House Foundation" are approved adopted as the bylaws
Foundation;
RESOLVED FURTHER, that the following named persons are
elected to the Board of Directors of the Foundation:
Name Address
Malvin Lee Wessel 220 East Mountain View Street
Barstow, California 92311
Manuel Gilbert Gurule 220 East Mountain View Street
Barstow, California 92311
Jimmie Warren 220 East Mountain View Street
Barstow, California 92311
Helen Runyon 220 East Mountain View street
Barstow, California 92311
William Robert Brown, Jr. 220 East Mountain View Street Barstow, California 92311
RESOLVED FURTHER, that the following named persons are
elected to the offices set forth opposite their names:
Name Office
Malvin Lee Wessel President
Manuel Gilbert Gurule Vice President
Donna C. Sluder Secretary
Evelyn I. Radel Chief Financial Officer
RESOLVED FURTHER, that copies of the Articles of
( Incorporation attached hereto and certified by the California secretary of true copy of the Articles
of this
Foundation filed in that office on
be kept and maintained in the records of thy Foundation 92, shall RESOLVED FURTHER, that the Secretary of this Foundation is directed to certify a copy of the Bylaws and keep that copy at the Foundation's principal office where it shall be open to inspection by the directors and officers at all reasonable times during office hours.
Dated: January 9, 1992
hhacting
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RESOLUTION NO. I-93-BHHF
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BARSTOW HARVEY
HOUSE FOUNDATION SETTING THE TIME AND PLACE FOR MEETINGS OF THE CORPORATION •
WHEREAS, The Barstow Harvey House Foundation (Corporation) existing under the laws of the state of callfornganized and and HEREAS, Articles of Incorporation were filed in the office of the Secretary of the state of California on January 16, 1992; and
WHEREAS, The Board of Directors of the said Corporation, pursuant to Article III, Section 3.06 of the By-laws of the Corporation, desire to designate the time and place for holding of regular meetings;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the . Barstow Harvey House Foundation as follows:
Annual meetings of the Corporation shall be held on
third Monday January each year at 4:30 pm.,
commencing January 19, 1993.
2. Meetings of the Corporation may also be held on any
regular City Council meeting date provided that proper
notice of such meeting is given. In addition, any Director may call a meeting of the corporation with proper notice.
Said meetings shall be held in the Council Chambers
at City Hall located at 220 East Mountain View in the City of Barstow, California.
All meetings shall be called, noticed, held and
conduced pursuant to provisions of the Ralph M. Brown Act.
PASSED, APPROVED AND ADOPTED on January 19, 1993.
BARSTOW HARVEY HOUSE FOUNDATION
By: Med Measl
Presiden
ATTEST:
Somal Sender
Secretary
SECRETARY'S CERTIFICATION
I, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing is a full, true and correct copy of Resolution No. 1-93 BHHF duly adopted meeting of the Board of
Directors of said Corporation " duly and legally held on the 19th day of January, 1993, of which all members of the Board of Directors had due notice and at which a majority thereof were present.
At said meeting, the resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated: January 20, 1993
RESOLUTION NO. 2-93-BHHF
A RESOLUTION OF THE BARSTOW HARVEY HOUSE FOUNDATION AMENDING THE
BYLAWS OF THE CORPORATION REGARDING OFFICERS
The Board of Directors of the Corporation is authorized to appoint officers of the Corporation pursuant to Section 5.02 of the Corporation BYLAWS;
The Board of Directors of the Corporation has determined to ten as the Made reside test of orator rat city ce Maar the Secretary of the Corporation, and the City Treasurer as the Chief Financial Officer of the Corporation; and
WHEREAS, Upon the affirmative vote of the majority of the members of the Board of directors, the Bylaws of the Corporation may be amended; and
WHEREAS, The majority of the members of the Board of Directors of the Corporation desire to amend Sections 5.01 and 5.02 of the Corporation's BYLAWS to P[rovide that the Mayor of the city of Barstow shall, subject to Section 5.03 of the Corporation BYLAWS, always serve as the President of the Corporation, that the Mayor Pro Tem shall always as the Vice President of the
Corporation; that the City Clerk shall always serve as the Secretary of the corporation, and the City Ireasurer shall always serve as the Chief financial Officer of the Corporation; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Barstow Harvey House Foundation as follows:
Section 1: section 5.01 of the Corporation's Bylaws is hereby amended in its entirety to read as follows:
"Section 5.01 Number and Qualifications: The officers of the Corporation shall be a President, a Vice President, a Secretary and a Chief Financial Officer and such other subordinate officers, including one or more assistant secretaries and assistant financial officers as the Directors may appoint. subject to
Sections 5.02 and 5.03 of these BYLAWS, the office of the President shall always be held by the Mayor of the City of Barstow, the office of Vice President shall always be held by the Mayor Pro Tem of the City of Barstow; the office of Secretary shall always be the city Clerk of the City of Barstow; and the Chief
Financial Officer shall always be held by the city Treasurer of the Barstow. Neither the Secretary nor the Chief Financial
Officer may serve concurrently as the President."
Section 2. Section 5.02 of the corporation's BYLAWS is hereby amended in its entirety to read as follows:
"Section 5.02 Election, Term of Office. Except as provided in Section 5.01 and except in the case officers
designated by the incorporator, each officer shall hold office correspondingly with election to the following City offices and until the term to such office or until the death,
resignation or removal of such officer:
President Mayor
Vice President Mayor Pro Tem
Secretary City clerk
Chief financial Officer City Treasurer"
Section 3. The Mayor is hereby appointed as the President of the Corporation and shall serve President of corporation
pursuant to Section 5.02 of the Corporation's Bylaws.
Section 4. The Mayor Pro Tem is hereby appointed as the Vice President of the corporation and shall serve as Vice President of the Corporation pursuant to Section 5.02 of the Corporation's BYLAWS.
Section 5. The City Clerk is hereby appointed as Secretary of the Corporation and serve Secretary of the Corporation
pursuant to section 5.02 of the Corporation s' BYLAWS.
Section 6. The city Treasurer is hereby appointed as the Chief Financial Officer of the Corporation and shall serve as chief financial Officer of the Corporation pursuant to section 5.02 of the Corporation's BYLAWS.
Section 7. This Resolution shall take effect immediately upon its adoption.
Section 8. The Secretary of the Corporation is instructed to certify a copy of this Resolution and keep such copy with the Corporation's Minutes and BYLAWS at the corporation's principal office where it shall be open to inspection by the Directors and officers at all reasonable times during office hours.
PASSED, APPROVED AND ADOPTED this 19th day of January, 1993.
Met Was
Le been,
SECRETARY'S CERTIFICATION
I, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing 1s a full, true and correct copy of Resolution No. 2-93 BHHF duly adopted at a meeting of the
Directors of said Corporation, duly and legally held on the 19th day of January, 1993, of which all members of the Board of Directors had dùe notice and at which a majority thereof were present.
At said meeting, the resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated: January 20, 1993
Dan Sender
C
RESOLUTION NO. 3-93-BHHF
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BARSTOW HARVEY
HOUSE FOUNDATION AMENDING THE ARTICLES OF INCORPORATION WHEREAS, The Barstow Harvey House Foundation (Corporation) is a non-profit public benefit corporation under the laws of the state of california, Organized and existing WHEREAS, Articles of Incorporation were filed in the office oi he Secretary of the State of California on January 16, 1992; an‹ WHEREAS, The Board of Directors oi the Corporation, desire to have the Corporation designated to be exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Barstow Harvey House Foundation as follows:
Section 1: ARTICLE II. PURPOSES shall be amended to read as follows:
a. The Foundation is a non-profit public benefit corporation and is organized under the Nonprofit Public Benefit Corporation Law for public purposes.
are to promote development of the Harvey House site located in Barstow, California, to promote the historical site, to improve and renovate said site, to acquire, maintain and repair articles of historic significance including but not limited to railroad memorabilia.
b. The Foundation is organized exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.
c. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other
permitted to be carried on (a) by a Corporation exempt from Federal income tax section • 501(c) (3) of the Internal Revenue Code of 1986 (or the responding provisions,
future United States Internal law) b) by
corporation contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law)." Section 2: ARTICLE III. INITIAL AGENI FOR SERVICE OF PROCESS shall be amended as follows:
"The name of the initial agent of the Foundation for service of process is whose complete business address
is 220 East Mountain View Street, Barstow, California 92311.
PASSED, APPROVED AND ADOPTED on May 17, 1993.
BARSTOW HARVEY HOUSE FOUNDATION
By: Hellesp
ATTEST:
Donna@Seude
Secretar
SECRETARY'S CERTIFICATION
I, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing is a full, true and correct copy of Resolution No. 3-93 BHHF duly adopted at a meeting of the Board of Directors of said Corporation, duly and legally held on the 17th day notice and at which a majority earer vare presentetora nad due At said meeting, the resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated: May LI, 1993 Dors@Sense
Secretary
RESOLUTION NO. 4-93-BHHF
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BARSTOW HARVEY
HOUSE FOUNDATION AMENDING THE ARTICLES OF INCORPORATION AND RESCINDING RESOLUTION NO. 3-93-BHHF
WHEREAS, The Barstow Harvey House Foundation (Corporation) is a nonprofit public benefit corporation organized
existing under the laws of the State of California; and WHEREAS, Articles of Incorporation were filed in the office of the Secretary of State of California on January 16; 1992; and
WHEREAS, The Board of Directors of the Corporation desire to have the Corporation designated to be exclusively for charitable and educational purposes within the meaning of section 501(C) (3) of the Internal Revenue Code;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Barstow Harvey House Foundation as follows:
Section 1: ARTICLE II. PURPOSES shall be amended to read as follows:
a. This corporation (the Barstow Harvey House Foundation) 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 public purposes of the Foundation
are to promote
development of the Harvey House site located in Barstow, California, to promote the historical site, to improve and renovate said site, to acquire, maintain and repair articles of historic significance including but not limited to railroad memorabilia.
b. This organization (the Barstow Harvey House
Foundation) is organized i exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.
"Notwithstanding any other provision of these
Articles, the shall not carry on any other
activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under section 501(c) (3) of Revenue Code
Br (6) By Corporation onE BLe one to which are no
under section 170(c) (2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United states Internal Revenue law)."
Section 2: Resolution No. 3-93-BHHF is hereby rescinded.
PASSED, APPROVED AND ADOPTED on July 8, 1993.
Mal Wessel,
ATTEST:
Donna @ Sender
Donna C. Sluder
Secretary
SECRETARY'S CERTIFICATION
I, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing is a full, true and correct copy of Resolution No. 4-93-BHHF, duly adopted at a meeting of the Board of Directors of said Corporation,
day of July, 1993
Directors had due notice and at which a majority thereof were present.
At said meeting, the resolution was adopted by the following vote:
AYES: Warren, Runyon, Smith and Wessel
NOES: None
ABSTAIN: None
ABSENT: Brown
Dated: July 8, 1993
RESOLUTION NO. I-93-BHHF
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BARSTOW HARVEY
HOUSE FOUNDATION SETTING THE TIME AND PLACE FOR MEETINGS OF THE CORPORATION •
WHEREAS, The Barstow Harvey House Foundation (Corporation) is a non-profit public benefit
existing under the laws of the state of californianized and' WHEREAS, Articles of Incorporation were filed in the office of the Secretary of the state of california on January 16, 1992; and
WHEREAS, The Board of Directors of the said Corporation, pursuant to Article III, Section 3.06 of the By-Laws of the Corporation, desire • to designate the time and place for holding of regular meetings;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Barstow Harvey House Foundation as follows:
Annual meetings of the Corporation shall be held on
the third Monday January each year at 4:30 pm.,
commencing January 19, 1993.
2. Meetings of the Corporation may also be held on any
regular City Council meeting date provided • that proper notice of such meeting is given. In addition, any Director may call a meeting of the Corporation with proper notice.
Said meetings shall be held in the Council Chambers
at City Hall located at 220 East Mountain View in the City of Barstow, California.
4. All meetings shall be called, noticed, held and
conduced pursuant to provisions of the Ralph M. Brown Act.
PASSED, APPROVED AND ADOPTED on January 19, 1993.
BARSTOW HARVEY HOUSE FOUNDATION
By : Mal Messel
Presiden
ATTEST:
Secretary
SECRETARY'S CERTIFICATION
I, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing is a full, true and correct copy of Resolution No. 1-93 BHHF duly adopted Board of
Directors of said Corporation , duly and legally held on the 19th day of January, 1993, of which all members of the Board of Directors had due notice and at which a majority thereof At said meeting, the resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated: January 20; 1993
Seen lende
RESOLUTION NO. 3-93-BHHF
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BARSTOW HARVEY
HOUSE FOUNDATION AMENDING THE ARTICLES OF INCORPORATION WHEREAS, The Barstow Harvey House Foundation (Corporation) is a non-profit public benefit corporation organized" and existing under the laws of the State of California; and
WHEREAS, Articles of Incorporation were filed in the office of the Secretary of the State of california on January 16, 1992; and WHEREAS, The Board of Directors of the Corporation, desire to have the Corporation designated to be exclusively for charitable and educational purposes within the meaning of section 501(C) (3) of the Internal Revenue Code;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Barstow Harvey House Foundation as follows:
Section 1: ARTICLE II. PURPOSES shall be amended to read as follows:
a. The Foundation is a non-profit public benefit corporation and is organized under the Nonprofit Public Benefit Corporation for public purposes. The public purposes of the Foundation are to promote development of the Harvey House site located in Barstow, California, to promote the historical site, to improve and renovate said site, to acquire, maintain and repair articles of historic significance including but not limited to railroad memorabilia.
b. The Foundation is organized exclusively for charitable and educational purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.
c. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other
activities not
permitted to be • carried on (a) by a Corporation
Federal income tax exempt from
section 501(c) (3) of the Internal
Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law)
(b) by a
Corporation contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law)." Section 2: ARTICLE III. INITIAL AGENT FOR SERVICE OF PROCESS shall be amended as follows:
"The name of the initial agent of the Foundation for service of process is , whose complete business address
is 220 East Mountain View Street, Barstow, California 92311.
PASSED, APPROVED AND ADOPTED on May 17, 1993.
BARSTOW HARVEY HOUSE FOUNDATION
ATTEST:
Downe @Sende
Secretary
C!
SECRETARY'S CERTIFICATION
I, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing is a full, true and correct copy of Resolution No. 3-93 BHHF duly adopted at a meeting of the Board of Directors said corporation, duly and legally held on the 17th day of May, 1993, of which all members of the Board of Directors had due notice and at which a majority thereof were present.
At said meeting, the resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated: May LI, 1993 Dears Sendu
Secretary
( RESOLUTION NO. 2-93-BHHF
A RESOLUTION OF THE BARSTOW HARVEY HOUSE FOUNDATION AMENDING THE
BYLAWS OF THE CORPORATION REGARDING OFFICERS
WHEREAS, The Board of Directors of the Corporation is authorized to appoint officers of the Corp[oration pursuant to Section 5.02 of the Corporation BYLAWS; and
The Board of Directors of the Corporation has determined to appoint the Mayor as the president of the corporation, the Mayor To lem as the vice President of the corporation, the City clerk as Secretary of the Corporation, and the City Treasurer as the Chief Financial Officer of the Corporation; and
WHEREAS, Upon the affirmative vote of the majority of the members of the Board of directors, the Bylaws of the Corporation may be amended; and
WHEREAS, The majority of the members of the Board of Directors of the Corporation desire to amend Sections 5.01 and 5.02 of the Corporation's BYLAWS to provide that the Mayor of the City of Barstow shall, subject to Section 5.03 of the Corporation BYLAWS, always serve as the President of the Corporation, that the Mayor shall always
the Vice President of the
Corporation; that the City Clerk shall always serve as the Secretary of the Corporation, and the City Treasurer shall always serve as the Chief financial Officer of the Corporation; NOw, THEREFORE, BE IT RESOLVED by the Board of Directors of the Barstow Harvey House Foundation as follows:
Section Section 5.01 of the Corporation's Bylaws is hereby amended in its entirety to read as follows:
"Section 5.01 Number and Qualifications: The officers of the Corporation shall be a President, a Vice President, a Secretary and a Chief Financial Officer and
such other subordinate officers,
includino one or more assistant secretaries and assistant financial officers as the Board of Directors
may appoint. subject to
Sections 5.02 and 5.03 of these BYLAWS, the office of the President shall always be held by the Mayor of the City of Barstow, the
office of Vice President shall always be held by the Mayor Pro Tem of the City of Barstow; the office of Secretary shall always be held by the City Clerk of the • City of Barstow; and the Chief Financial officer shall always be held by the City Treasurer of the City of Barstow. Neither • the Chief Financial
Officer may serve concurrently as the President."
Section Section 5.02 of the Corporation's BYLAWS is hereby amended in its entirety to read as follows:
( section 5.02 Election, Term of Office. Except as provided in section 5.01 and except in the case of the initial officers designated by the incorporator, i electron to e each officer shall hold office correspondingly with election following City offices and until the term to such office expires, or until the
resignation or removal of such officer:
President Mayor
Vice President Mayor Pro Tem
Secretary city clerk
Chief financial Officer City Treasurer"
Section 3. The Mayor is hereby appointed as the President of the Corporation and shall serve as President of the Corporation pursuant to Section 5.02 of the Corporation's Bylaws.
Section 4. The Mayor Pro Tem is hereby appointed as the Vice President of the corporation and shall serve as Vice President of the Corporation pursuant to Section 5.02 of the Corporation's BYLAWS.
section 5. The City Clerk is hereby appointed as Secretary of the Corporation and shall serve Secretary of the corporation pursuant to Section 5.02 of the Corporation s' BYLAWS.
Section 6. The city Treasurer is hereby appointed as the Chief ( Financial Officer of the Corporation and shall serve as Chief
financial Officer of the Corporation pursuant to section 5.02 of the Corporation's BYLAWS.
Section 7. This Resolution shall take effect immediately upon its adoption.
Section 8. The Secretary of the corporation is instructed to certify copy of this Resolution and keep such copy with the Corporation's Minutes and BYLAWS at the corporation's principal office where it shall be open to inspection by the Directors and officers at all reasonable times during office hours.
PASSED, APPROVED AND ADOPTED this 19th day of January, 1993.
Med Wisef
ATTEST:
DeCender
Secretary
(
SECRETARY'S CERTIFICATION
1, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing is a full, true and correct copy of Resolution No. 2-93 BHHF duly adopted meeting of the Board of
Directors of said Corporation
19th day of January, port of which at egal one tota
of Directors had due and at which a majority thereof
were present.
At said meeting, the resolution was adopted by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated: January 20, 1993
C'
RESOLUTION NO. 4-93-BHHF
(
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BARSTOW HARVEY
HOUSE FOUNDATION AMENDING THE ARTICLES OF INCORPORATION AND RESCINDING RESOLUTION NO. 3-93-BHHF
WHEREAS, The Barstow Harvey House Foundation (Corporation) 1s a nonprotit public benefit corporation organized and existing under the laws of the State of California; and WHEREAS, Articles of Incorporation were filed in the office of the secretary of State of California on January 16, 1992; WHEREAS, Ine Board of Directors of the Corporation desire to have the Corporation designated to be exclusively for charitable and éducational purposes within the meaning of section 501(C) (3) of the Internal Revenue Code;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Barstow Harvey House Foundation as follows:
Section 1: ARTICLE II. PURPOSES shall be amended to read as follows:
( a. This corporation (the Barstow Harvey House Foundation) is a nonprofit public benefit corporation and is not organized tor the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes.
The public purposes of the Foundation are to promote
development of the Harvey House site located in Barstow, California, to promote the historical site, to improve and renovate said site, to acquire, maintain and repair articles of historic significance including but not limited to railroad memorabilia.
b. This organization (the Barstow Harvey House
oundation) is organized exclusively for charitable and
educational purposes ithin the meaning of section 501(c) (3 of the Internal Revenue Code.
C. "Notwithstanding any other provision of these
Articles, the Corporation shall not carry on any other
activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax
the Internal
provisions of any future United States Internal Revenue law) or (D) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code Of 1986 (or corresponding provisions of any future United states Internal Revenue law)."
( Section 2: Resolution No. 3-93-BHHF is hereby rescinded.
PASSED, APPROVED AND ADOPTED on July 8, 1993.
Md Plane
President
ATTEST:
Canad (sludes
Donna C.
Secretary
SECRETARY'S CERTIFICATION
I, Donna C. Sluder, Secretary of the Barstow Harvey House Foundation, hereby certify as follows:
The foregoing is a full, true and correct copy of Resolution No. A-93-BHHF, duly adopted at a meeting of the Board of Directors of said Corporation,
ot July, 1993
Directors had due notice at which a majority thereof were. present.
At said meeting, the resolution was adopted by the following vote:
AYES: Warren, Runyon, Smith and Wessel
NOES: None
ABSTAIN: None
ABSENT: Brown
Denal Sender
Dated: July 8 1993
(
1813650
State
O
California
OFFICE OF THE SECRETARY OF STATE
CORPORATION DIVISION
I, MARCH FONG EU, 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 thi
JAN 1 6 1992
OF
SEAL
EUREKA
GREAT March Fore Eu
THE Secretary of State
CALIFORNI
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