Resolution 2315
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RESOLUTION NO. 2315
A RESOLUTION OF THE BOARD OF DIRECTORS
ELECTING OFFICERS AND ADOPTING
PLAN OF DISTRIBUTION
ANGORA WATER CO.
WHEREAS, the stock of the Angora Water Co., South Lake Tahoe, California
(the "Corporation") consisting of 165,942 common shares, are all owned by the
South Tahoe Public Utility District ("the Shareholder");
WHEREAS, the Shareholder purchased said shares pursuant to the Agreement
for Sale and Purchase of the Stock of Angora Water Co., dated November 3,
1983, a copy of which is on file with the Secretary of the Corporation and
which is incorporated herein by this reference, with the intention, as therein
expressed, to immediately dissolve the Corporation and distribute all its
assets to Shareholder; and
WHEREAS, the Shareholder has given its unanimous written consent to the
winding up and dissolution of the Corporation;
NOW THEREFORE IT IS RESOLVED as follows:
1. That the following persons be elected to the offices set opposite
their names below, as officers of the corporation to serve until the election
and qualification of their successors:
President Mickey Madden
Vice President John Wynn
Secretary Mary D. Ambrose
Treasurer
2. That, subject to the terms of the Agreement, all the cash, assets,
property, real and personal, tangible and intangible, known and unknown, of
the Angora Water Co. shall be distributed to the South Tahoe Public Utility
District;
3. That Shareholder shall be required to surrender its share
certificates, if any have been issued, for cancellation, and such distribution
of assets shall be in complete satisfaction of all its rights as a shareholder
of the Corporation; and
4. The officers of the Corporation are hereby authorized and directed
to take all necessary and proper action to vest in the Shareholder of this
Corporation title to all corporate assets.
5. That Article V, Section 6 of the Bylaws is amended to add a third
paragraph as follows:
"A share certificate is not required to be issued to any
shareholder who does not request in writing that he be issued a share
certificate."
I hereby certify that the foregoing is a full, true and correct copy of
a resolutions duly passed and adopted by the Board of Directors of Angora
Water Co., South Lake Tahoe, California, at a meeting thereof duly held on
the 19th day of JANUARY 1984, by the following vote of
the Directors thereof:
AYES, and in favor thereof, Directors:
Madden, Olson, Jones, and Wynn
NOES, Directors: NONE
ABSENT, Directors: NONE
M y . Ambrose, Secretary
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SHAREHOLDER'S RECEIPT AND ASSUMPTION
OF LIABILITIES IN CONNECTION WITH
DISTRIBUTION OF ASSETS OF CORPORATION
ANGORA WATER CO.
The undersigned, being the sole shareholder of the Angora Water Co.,
hereby acknowledges receipt of all the right, title, and interest of the
corporation in and to all of its property, real and personal, tangible and
intangible, known and unknown, in complete liquidation of the corporation and
in complete satisfaction of the rights of the undersigned as shareholder of
the corporation.
In consideration of the assignment of all corporate assets, the
undersigned shareholder hereby assumes and agrees, subject to its rights under
the Agreement for Sale and Purchase of the Stock of Angora Water Co. dated
November 3, 1983, to discharge all known liabilities and obligations of the
corporation that may survive its dissolution, to the extent of the undivided
interest in the property received by it.
Shareholder also assumes hereby all liability for all refunds under main
extension agreements between the Corporation and others existing on the date
of dissolution of the Corporation.
Dated: JANUARY 19 , 1984
SOUTH TAHOE PUBLIC UTILITY DISTRICT
Mickey Ma en, President
JONES HALL' HILL & WHITE,
A PROFESSIONAL LAW CORPORATION }
ATTORNEYS AT LAW t
KENNETH I.JONES FOUR EMBARCADERO CENTER
ANDREW C. HALL, JR. SUITE 1030
ROBERT J. HILL SAN FRANCISCO 84111
SHARON STANTON WHITE
CHARLES F. ADAMS (415) 301-6780
STEPHEN R. CASALEGGIO
WILLIAM H. MADISON
PHILIP N. LEE
LAWRENCE C. JENSEN
JONATHAN STAEBLER* December 30, 1983
*ADMITTED NEW YORE & OHIO BARS ONLY
Mr. James R. Cofer
South Tahoe Public Utility District
P. 0. Box AU
1275 Meadowcrest Drive
South Lake Tahoe, CA 95705
Re: Angora Water Co.
Dear Jim:
The following is the procedure necessary to accomplish the dissolution of
the company. The tax, accounting and asset transfer matters require separate
attention. There are blanks in the enclosed forms which must be filled in before
they are used.
1. All Angora share certificates must be properly transferred to the
District by execution and delivery. These transfers should be noted in the t
share ledger in the corporate minute book and written notice of the transfer
should be sent to the P.U.C.
2. The District official authorized to exercise the District's
shareholder powers then adopts resolutions Electing to Wind Up and Dissolve
and Electing Directors of Angora. Four directors and a vacancy are
sufficient for these purposes. Sample resolutions are enclosed.
3. A directors' meeting is then held to elect officers and to adopt
the Resolution Adopting Plan of Distribution. A Bylaw amendment is also
included in the enclosed sample.
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4. Immediately thereafter/the Certificate of Election is executed
and filed with the Office of the/Secretary of State-in tri licate,a-Rd the
enclosed Forms FTB 3555 (Request for ax earanc erti icate an B 2568
(Corporate Assumption of Tax Liability) are filed with the Franchise Tax
Board. Note that these FTB forms need to be filled out and signed and the
Consent of Shareholder Electing to Wind Up and Dissolve should be attached pK
to FTB 3555.
5. Then the corporate assets are transferred to the District by
appropriate transfer documents and/or delivery and any liabilities are
James R. Cofer
December 30, 1983
Page 2
paid. The District then executes the Shareholder's Receipt and Assumption
of Liabilities in Connection With Distribution of Assets of Corporation and
an entry is made in the share ledger that all the outstanding shares have
been redeemed.
6. Upon completion of the transfer of assets, and after the Franchise
Tax Board Clearance Certificate has been received, a Certificate of
Dissolution is executed by a majority of Angora's directors and filed in
triplicate with the Secretary of State's Office. That filing terminates the
corporate legal existence.
7. The P.U.C. requires that true copies of all the documents
accomplishing the dissolution and distribution of assets be filed with it
within thirty days after the date of dissolution. Therefore, the following
documents should be sent to the P.U.C.:
a. Action by Consent of Shareholder Electing to Wind Up and Dissolve;
b. Action by Consent of Shareholder Electing Directors;
C. A Resolution of the Board of Directors Electing Officers and
Adopting Plan of Distribution;
d. Certificate of Election to Wind Up and Dissolve;
e. Any deeds or documents regarding transfer of assets;
f. Shareholder's Receipt and Assumption of Liabilities in Connection
With Distribution of Assets of Corporation;
g. Certificate of Dissolution. i
Please call if you have any questions about the forms of procedure.
ery truly yours,
C~Yt~~
r L. Nielsen
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Enclosures
I hereby certify that the foregoing is a full,
true apd correct copy of A MSOLUrION duly and regularly adopte
by the Board of Directors of the South Tahoe Public Utility
District, El Dorado County, California, at a meeting thereof
duly held on the 19th day of JANUARY 1984 by the following
vote:
AYES: and in favor thereof, Directors:
MADDEN, JONES, OILSON AND IVNN
NOES: None
ABSENT: None
7eerk 4 Ex-Officio Secretary
Sout Tahoe Public Utility District
Mary D. Aribrose