Resolution 2313
JHHW:JLN:cp 12/27/83 0165N
RESOLUTION NO. 2313
ACTION BY CONSENT OF SHAREHOLDER
ELECTING TO WIND UP AND DISSOLVE
ANGORA WATER CO.
WHEREAS, the Angora Water Co., South Lake Tahoe, California (the
"Corporation") has issued only one class of shares, consisting of 165,942 one
dollar par value common shares, which 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, said Agreement and dissolution of the Corporation pursuant
thereto have been approved by the California Public Utilities Commission in
its Decision No. 83-12-052 in Application No. 83-11-18;
NOW THEREFORE IT IS RESOLVED as follows:
1. That the Shareholder hereby elects to wind up and dissolve the
Corporation; and
2. That the President and Secretary of this Corporation are
hereby authorized and directed to file an Officer's Certificate of Election to
Wind Up and Dissolve, as prescribed by Section 1901 of the Corporations Code
of the State of California, to give written notices as prescribed by law, and
to take the necessary and proper action to wind up the affairs of this
Corporation and to dissolve it.
Dated: January 19 1984
SOUTH TAHOE PUBLIC UTILITY DISTRICT
By & C IL-- Z-
Mickey Ma en, President
4.
* * * * * * * * * *
I hereby certify that the foregoing is a fu11, true, correct copy of the
Action by Consent of Shareholder duly and regularly adopted by the Shareholder
of the Angora Water Co., South Lake Tahoe, California.
72 rw/v e,
D. Ambrose, 'Secretary
a j~3
I hereby certify that the foregoing is a full,
true arkd correct copy of A :RESOLUTION 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:
NADDEN, JONES, OI.SON AND WYNN
NOES: None
ABSENT : None
*Ce n Ex fici Secretary
Sout a hoe Public Utility District
Mary D. Aribrose
CERTIFICATE OF DISSOLUTION
OF
ANGORA WATER CO.
The undersigned hereby certify that they constitute a majority of the
directors of Angora Water Co. presently in office and further certify as
follows:
1. That the corporation has been completely wound up.
2. The corporation's debts and liabilities have actually been
paid or adequately provided for in that the sole shareholder, South Tahoe
Public Utility District, P. 0. Box :AU,, South Lake Tahoe, California 95705,
which is continuing the business of the corporation, has by agreement assumed
all outstanding debts and liabilities of the corporation.
3. That the corporation's assets have been distributed to the
persons entitled thereto, the South Tahoe Public Utility District, California.
4.That the corporation is dissolved.
rector
I OA
Director
irector
Each of the undersigned declares under penalty of perjury that the matters set
forth in the foregoing certificate are true and correct. Executed
at South Lake Tahoe in the State of California on JANUARY 19
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19 84.
0710 ector
rec o
,r Director
ATTEST: ~ .
Busy D V,16mse, Clerk of Board Secretary
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CERTIFICATE OF ELECTION TO WIND UP AND DISSOLVE
ANGORA WATER CO.
Mickey Madden and Mary D. Ambrose certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of Angora Water Co. (the "Corporation"), South Lake Tahoe,
California.
2. The Corporation has elected to wind up and dissolve.
3. The election was duly made by the unanimous written consent of
holders of 165,942 shares out of a total of 165,942 outstanding shares
entitled to consent thereto.
4. A copy of the written consent of the holders of record of 165,942
shares to the voluntary winding up and dissolution of the corporation is
attached, marked Exhibit A, and by reference made a part hereof.
Mickey den, President
M Y l- Ambrose, Secretary
Each of the undersigned declares under penalty of perjury that the matters set
forth in the foregoing certificate are true of their own knowledge. Executed
at South Lake Tahoe in the State of California on JANUARY 19 1984.
Mickey Ma d n, President
~ ~Iv /I- ;
Mar D. Ambrose, Secretary
-1 PRESIDENT
SOUTH TAHOE PUBLIC UTILITY DISTRICT JAMES R JONES
Sewer . 1950 Water A PUBLIC AGENCY DIRECTORS
P O Box 1298 South Lake Tahoe, California 95705 Phone (916) 544-6474 WALTER "NEAL" OLSON
1275 Meadow Crest Drive LORRENE KASHUBA
MICKEY MADDEN
EXHIBIT "A" JOHN WYNN
January 3, 1984
To: Board of Directors
South Tahoe Public Utility
District
From: Mary D. Ambrose
Clerk of Board
I have received the following share certificates this date:
Names Certificate Nos. Amounts
Donald L. Martin and
Marjorie L. Martin 1 39,708 3/4
Gerald E. Martin and
Thelma V. Martin 2 39,708 3/4
Stanley L. Martin and
Louise A. Martin 3 13,236 1/4
kiw Donald L. Martin and
Marjorie L. Martin 5 4,412
Gerald E. Martin and
Thelma V. Martin 6 4,412
Stanley L. Martin and
Louise A. Martin 7 4,412 1/4
Donald L. Martin and
Marjorie L. Martin 9 7,010
Gerald E. Martin and
Thelma V. Martin 10 7,010
Stanley L. Martin and
Louise A. Martin 11 3,906
Donald L. Martin and
Marjorie L. Martin 12 10,500
Gerald E. Martin and
Thelma V. Martin 13 10,500
Stanley L. Martin and
Louise A. Martin 14 4,000
Donald L. Martin and
Marjorie L. Martin 15 5,709
Gerald E. Martin and
Thelma V. Martin 16 5,709
Stanley L. Martin and
Louise A. Martin 17 5,708
Total 165,942 Shares
STATE OF CALIFORNIA * REQUEST FOR TAX
FRANCHISE TAX BOARD CLEARANCE CERTIFICATE
AND
L TO: CORPORATION AUDIT SECTION SUPPLEMENTAL INFORMATION
ATTN: TAX CLEARANCE UNIT
P. 0. Box 1468
Sacramento, California 95807
Phone Sacramento
(916) 355-0895 or
(916) 355-0873
RUSH! TAX CLEARANCE
CORPORATE NAME JCALIFORNIA CORPORATION NUMBER
Angora plater Co. 165-1393-3
CURRENT ADDRESS STATE , ZIP
P. 0. Box AU South Lake Tahoe CA 95705
Date taxpayer ceased or will cease Latest income period for which a Tax paid for the first full year of doing
to do business in California: California return has been filed: business in California, if known:
F Y 1992
January 1934 $
The Franchise Tax Board will issue a Tax Clearance Certificate when satisfied from the available evidence that all taxes
imposed by the Bank and Corporation Tax Law have been paid or secured as required by Section 23334 of the Bank and
Corporation Tax Law.
*ATTACH CORPORATE ASSUMPTION OF TAX LIABILITY, FORM FTB 2568, OR INDIVID-
UAL ASSUMPTION OF TAX LIABILITY, FORM FTB 2569, TO THIS REQUEST.
SUPPLEMENTAL INFORMATION
Please furnish the following information if the business carried on in California will be continued by another corporation after the
taxpayer's dissolution or withdrawal.
NAME OF TRANSFEREE CALIFORNIA CORPORATION NUMBEROR
SOCIALSECURITY NUMBER OF TRANSFEREE
South Tahoe Public Utility District 94-1337914 (Fed. 0)
ACCOUNTING PERIOD OF TRANSFEREE Section of the Internal Revenue Code applicable to the
July 1 to June 30 Transfer of Taxpayer's Business or assets: 332
Will the Transfer be pursuant to a reorganization as defined Yes ® No
under Section 23251 of the California Bank and Corporation Tax Law?
If the Tax Clearance Certificate is to be mailed to someone other than the Corporation listed above, please complete the following:
(A copy of the Tax Clearance Certificate will be sent to the Secretary of State)
NAME DATE
ADDRESS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
ATTACH A COPY OF THE PLAN OF DISSOLUTION OR REORGANIZATION
(Privacy Information On Reverse Side)
FTB 3555 (REV. 11-81)
STATE OF CALIFORNIA PRIVACY INFORMATION
a FRANCHISE TAX BOARD
The Information Practices Act of 1977 and the Federal Privacy Act require that the following information be provided to individuals who oaie asked t supply
Information:
The official responsible for maintaining the information: Manager, Personal Income Tax Audit, Franchise Tax Board, Sacramento.
the Code to
number (916) 3550524 person liable for any tax imposed by
The Revenue and Taxation Code requires every p
" The completion all appropriate items requested Is mandatory. the Franchise Tax Board (Sections 18401 and 18431 and the Regulations pertaining
make a return or statement according to the fortes and regulations prescribed by Section 1211 of the Federal Tax Reform Act of 1976).
thereto; see also Section 205(c)(2) of the Federal Social Security Act as amended by
The principal purpose for requesting the information is to administer the Personal Income Tax Law of the State of California. This includes the determination and
deductions4
collection of the correct amount of tax.
If you do not fumish the requested information, the Code provides for penalties and for disallowance of claimed exemptions, exclusions, credits,
ax liability, loss or delay in issuance of a refund for overpayment, interest and penalty charges on unpaid taxes,
adjustments which may result in increased
of any
, the
other disadvantages to the taxpayer. for
U.S. Internal
an i As authorized by law, information furnished TaxhCo m ssion wand to the following governmental gvencies and officia srof this State: AttorneytGeneral, Auditor
income, Multistate welfare departments and probation officers, Department of Finance,
tax or a tax measured by
Department Board of Control, Board of Equalization, California Parent Locator Service, county
epartm tment of Social Services, District Attorneys, Employment Development Department, Legislative Analyst, Legislative Committees, local tax administrators,
the Office of the Controller, and the Registry of Charitable Trusts. the Franchise Tax Board.
An Individual has a right of access to records containing personal information that are maintained by
3
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STATE OF CALIFORNIA CORPORATE ASSUMPTION FRANCHISE TAX BOARD OF TAX LIABILITY
MAIL TO: CORPORATION AUDIT SECTION
Phone Sacramento ATTN TAX CLEARANCE UNIT
(916) 355-0895 or P. O. Box 1468
(916) 355-0873 Sacramento, California 95807
In the Matter of the Assumption of Tax Liability
of (1) Angora Water Co. )
A corporation 165 1398 8
Corporate No.
by(2) South Tahoe Public Utility District )
A corporation 94 1337914
Corporate No.
(2) South Tahoe Public Utility District
a corporation, incorporated or oualified to do business within the State of California, does
hereby unconditionally agree to file or cause to be filed with the Franchise Tax Board such
returns and data that may be required of
(1) Angora Water Co.
that said (2) _ South Tahoe Public Utility District
does hereby unconditionally agree to pay in full all accrued or accruing liabilities for tax,
penalty or interest due from or assumed by
(1) Angora Water Co. -
to the Franchise Tax Board under the provisions of the Bank and Corporation Tax Law.
(2) South Tahoe Public Utility District
Exact Corporate Name
Sig a re and Title of Officer
Mickey Madden, Board President
STATE OF California )
ss.
COUNTY OF El Dorado
Mickey M. Madden Being first duly sworn, on oath deposes and says:
Thatfig/she is the PRESIDENT OF BOARD _ of SOUTIL TAHQE-PUBLIC TTTTLITY nTSTRICT
the corporation that executed the above and foregoing instrument, and the officer of said corpor-
ation who signed the name of said corporation to such instrument in such official capacity; that
at the time of executing said instrument, as aforesaid, affiant had full power and authority to
behalf of said corporation, and to bind said corporation to carry out
QVe Rfv-9cj''jjj s, conditions, obligations and undertakings recited and set forth
I
~HhY PUBLIC-CAL
Principal Office in EL OONA00 ~ / r ~
My y Commission ExpNn NOY. ~
S.%,, ribe an sworn to before me Signatn a nd Title of officer
Mickey M. a en, B rd P esident
this day of 19 / 1. -
ry rina Anrb;xoaalic Notary ubl
FTB 2568 (11-78) 11-78 1oM