Resolution No. 1925 . . s_ no , 19,-3
i'. 2
'� A RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTH .'
z
3 TAHOE PUBLIC UTILITY DISTRICT AS SOLE SHAREHOLDER A :•
OF TAHOE SOUTHSIDE WATER UTILITY DESIGNATING ",,: y
4 DIRECTORS OF SAID UTILITY AND AUTHORIZING ACTION `':
, OF SAID DIRECTORS
,.- 5 .iu
``~ 6 WHEREAS, SOUTH TAHOE PUBLIC UTILITY DISTRICT is now the_
7 sole shareholder of TAHOE SOUTHSIDE WATER UTILITY, a California i '
8 corporation; and
9' WHEREAS, the Board of Directors of SOUTH TAHOE PUBLIC ` ,}
'f 10 UTILITY DISTRICT desires to wind up and dissolve TAHOE SOUTHSIDE
11 WATER UTILITY and transfer the assets to SOUTH TAHOE PUBLIC 7J
12'. UTILITY DISTRICT and assume certain liabilities of said water, ;a:e
z f q
• 13 utility in the winding up and dissolution thereof;
r ,.
14 VOW, THEREFORE, BE IT RESOLVED by the Board of Directors 1-."
15: of SOUTH TAHOE PUBLIC UTILITY DISTRICT, as follows:
16 1. The acting President of SOUTH TAHOE PUBLIC UTILITY`
'sMW
17 DISTRICT is authorized to execute a written consent of shareholder .
Aw 18 to voluntarily wind up and dissolve TAHOE SOUTHSIDE WATER UTILITY `r
'' ' in the form set forth in Exhibit A, incorporated herein by , ' '
19 '.
20 reference and made a part hereof. The Clerk and Ex- Officio ,..1
,,
21 Secretary of SOUTH TAHOE FUBLIC UTILITY DISTRICT is authorized
22 to countersign said written consent and affix the Seal of the „ r. ,
23 , District thereto. sV,
,
24 2. The Board of Directors of SOUTH TAHOE PUBLIC UTILITY ''.:
25 DISTRICT hereby designates the following four Directors of SOUTH
26 TAHOE PUBLIC UTILITY DISTRICT, as representatives of the District,
27 as sole shareholder of TAHOE SOUTHSIDE WATER UTILITY, to forthwith;
28 hold a shareholder's meeting and authorizes said representatives' ':..;-
•':q
29 to take the following action with respect to TAHOE SOUTHSIDE WATER ..
30 UTILITY;. Gerald Ream, Donald Kortes, Edward Hegarty, Robert Fester. 4
31 a.
Accept the resignations as Directors of said
Utility of the existing Directors, H. A. STEIL, SHERMAN C. WILKE, �*
32 •.
,�, . JO DIEPENBROCK and WILLIAM E. BURKHART. '�%
iONN c. WCIOUAN
■
1 ' b. Appoint as new Directors of said Utility,
2 DONALD H. KORTES, ROBERT W. FESLER, EDWARD E. HEGARTY and Av
3 GERALD G. REAId.
4 c. To forthwith hold a special meeting of Directore'
5 of TAHOE SOUTHSIDE WATER UTILITY and execute a Waiver and Consent, j.
6 to the holding thereof in the form attached as Exhibit B, incor-
7 porated herein by reference and made a part hereof.
8 d. To elect a President and Secretary of said n ' &
9 Water Utility corporation. � •
10; e. To execute a Certificate of Election to wind "'r
•
up and dissolve TAHOE SOUTHSIDE WATER UTILITY in the form attached
11 :
12 as Exhibit C, incorporated herein by reference and rude a part :044:
A Y
13 ' hereof.
.• 1 =�; /T ,,
, mow
14 f. To distribute the assets of TAHOE SOUTHSIDE
15' WATER UTILITY to SOUTH TAHOE PUBLIC UTILITY DISTRICT in cancella -; c$ •
kW 16 tion of all of the outstanding shares of said Water Utility '
17 '; g. To do all things necessary as Directors of
18, TAHOE SOUTHSIDE WATER UTILITY to carry ()tit the . fore-
19; going. ; <z:r
20 3. The Board of Directors authorizes the President of ;- ,
21
SOUTH TAHOE PUBLIC UTILITY DISTRICT to execute a Corporate " .•
221 Assumption of Tax Liability in the form attached as Exhibit D,
23 incorporated herein by reference and made a part hereof. ` :.
4. The Clerk of SOUTH TAHOE PUBLIC UTILITY DISTRICT is :x
24
25 authorized to attest to the signature of the President and affix
26 the Corporate Seal of the District to said Corporate Assumption
27 of Tax Liability. <.
28
29 PASSED AND ADOPTED by the Board of Directors of SOUTH
30 TAHOE PUBLIC UTILITY DISTRICT at a duly held regular meeting on •
31 October 3, 1974, by the following vote: :�`
. -7 • 1 AYES:. Directors Kortes, Fesler, Hegarty and Ream <: � ;
2 NOES: None
3 ABSENT: Director ; " �f G
_ irector Wakeman
.r,
• 4 ; r'!
r - 5 ' - ,;.p ..7'4, ,,
I•na • 'o es, 'ct ng.'ros •ent.. :' -
:. : , > < ". 7 of the Board of SOUTH TAHOE t
•:-: -' PUBLIC UTILITY DISTRICT .'''
8 k ..
:CA:
7
• 10 . ' - '
11 al / , 5.:. /4009 ■i'''.''
I mo. �� ` ... Y • 4
12 avi • ' . a - avian , er an. roc- , •...,,
Officio Secretary of the Board of ',
13 SOUTH TAHOE PUBLIC UTILITY DISTRICT
a
14 : �''
r 15
: , , 4*
16
031
certify that the foregoing is a full, true and "» r i`a
I hereby Y g B � .
17 .%...4
correct copy of RESOLUTION NO. 1925, duly and regularly adopted . �•''. ;< ; •
18 .,.
by the Board of Directors of the South Tahoe Public Utility ",`
19 , ; r
District, El Dorado County, California, at a meeting thereof ''� "`
20 ' r�;*Z
duly held on the 3rd day of October, 1974, by the following ;
21 ,.
vote:
22 ; AYES: Directors Kortes, Fesler, Hegarty and Ream ` .'
23 �
NOES: None -.f. 1",.
NOES: .
24 ""
A ABSENT: Director Wakeman ;;i
25 ,:,,,,v
26 i , , ; ;ti,
27 / '_
I lliv 28 Ravi• a anan, er and Ex- * �;
Officio Secretary of the Board of '''N!.
29 SOUTH TAHOE PUBLIC UTILITY `
DISTRICT . ,r.!.'
30 , 1 ,Y `
4 Y,
WRITTEN CONSENT OF SHAREHOLDER y
TO VOLUNTARILY WIND UP AND DISSOLVE: ;,, r° ;;'X
.t • TAHOE SOUTHSIDE WATER UTILITY ` 0 ' 4,
:41
SOUTH TAHOE PUBLIC UTILITY DISTRICT, a public
district, holder of record of 5,000 shares of capital
^ � e ,, ,
stock of TAHOE SOUTHSIDE WATER UTILITY, a California ,F, ,.-
corporation ( "Company "), which shares constitute 100% ' , a:' ,
of the voting power of Company, hereby: ..1'
1. Deems it to he to the best interest of '`` air' ,
Company and of its shareholder that Company be dissolved :.,aw
and its affairs wound up. ' ' .,,
1
'
2. E lects that Company be wound up and dis- ` '':" e!
r
u ,
solved and consents to such winding up and dissolution.
3. Authorizes and directs the officers of ,, ,A'.
' Company to take such action as may be necessary or , 1 1 1
, „ appropriate to wind up the affairs of Company and to ,,AW
dissolve it. .. ,;;;
4. Waives notice of the commencement of c ,,, . ,
proceedings to wind up and dissolve Company. r.'
DATED: October 3 , 1974. I, '
• SOUTH TAHOE PUIILIC UTILITY DISTRICT ••`:,.`
By iSj Acting President
DONALD H. KORTES - : '
Countersigned: /S/
c
Clerk and ex officio Secretary ',;',,
DAVID W. CALLAHAN '%Ji
•
WAIVER AND CONSENT TO BOLDING OF SPECIAL +
MEETING OF DIRECTORS OF
TAHOE • SOUTUSIDE WATER UTILITY
{
The undersigned, being all of the Directors of
'.W . Kit l V
TAHOE SOUTIISIDE WATER UTILITY, a California corporation, `•;
do hereby waive notice of and consent to the holding of a
J. 4
special meeting of'the Board of Directors of such corpora- Ir
tion, to be held at South Lake Tahoe, California on
October 3• , 1974, at $:00 P.M., for the purposes of:
(a) Considering and acting upon the voluntary
dissolution of the corporation; and ';`�: •
'ymry
(b) Transacting such other business as may +'';'
k =fit
• come before the meeting.
• This waiver of notice of and consent to such
k ili meeting is made in compliance with the terms of Section •
814 of the Corporations Code of California, and the
undersigned hereby consent that the same may be made a
'
part of the records of the meeting and that any business
• transacted at the meeting shall be as valid as if had
at a meeting regularly called or noticed. .
DATED: October 3 , 1974. !'
/S/
DONALD H. KORTES "4 •
ROBERT FESLER
.a;
EDWARD E. HEGARTY
J t,tY
GERALD G. REAM at.
•
•
CERTIFICATE OP ELECTION '1'0 WIND UP AND DISSOLVE
TAHOE SOUTHSIDE WATER UTILITY : .
y .
3F . y
EDWARD E. HEGARTY and ROBERT
' M
FESLER certify that: `z.
• 1. They are President and Secretary, respec- i?
tively, of TAHOE SOUTHSIDE WATER UTILITY, a California
corporation. • • ,''
2. Such corporation has elected to wind up and ' .'`, 'st ►'
dissolve. ; "ir
•
• 3. Such election was made by the written con- -j "-
. • sent of. 5, 000 shares of the corporation, and the total f
4N:
number of shares entitled to vote on or consent to the %
election is 5, 000. ,-.4., :- ���;b
' -iN,;
. DATED: October 3 , 1974. : :tti.,
ISi ' .;15 f •
President . . .. . :,Y%
EDWARD•E..HEGARTY
Secretary ,:a,�n
ROBERT FESLER : •
;
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, California on October 3 , 1974. �'
on
DONALD H. KORTES . ;N
/S/ �, y ,
GERALD G. REAM
•
� F , . , I\U;.�t'!! I t\A LLL• NIR/AIVL.L `
,,,,,,„0. . MA1L TO: HAPT1N MUFF EXECUTIVE OFF.C1.k ai ' . °
Phone Sacramento P. O. MX 1468 : "
'(916) 355 -0195 or .' • Sacramento, CA 95807 • r� *'y
" _ . (916) 355 -0695 t ,
ATTN: TAX CLEARANCE UNIT h»
In the Hatter of the Assumption of Tax Liability) ; ;' <`s
: of (1) TAHOE SOUTI!SIDE WATER UTILITY ) • CORPORATE
T �
. ) ASSUMPTION OF.,' ;,: ,,
A corp. •ation) TAX LIABILITY ; ; f
"• ) Corporate No. `"'
SOUTH TAHOE Punic UTILITY
DISTRICT public A publi district.) 1;. ~N4.,
X?iiaiif�'iKM1L1}iH)
�;, fi
Corporate No. ••21
* * * * * * * * * * * * * * :'� ,, •
(2) ' SOUTH TAHOE 'PUBLIC UTILITY DISTRICT, a public district, ' • . ?4I SY, I:Ct.st ;K,XX/IMII` Xiiiiiaii qualified to do business within the State of ; "�°
, � is ,.
.. ,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) TAHOE SOUTHSIDE WATER UTILITY ";1
♦ - M ,p a
•
' , .7.",1 A S .
' that said (2) SOUTH TAHOE PUBLIC UTILITY DISTRICT , ~;'
does hereby unconditionally agree to pay in full all accrued or accru- L ;;r %•:
ing liabilities for tax, penalty or interest due from or assumed by x . ;
(1) TAHOE SOUTHSIDE WATER UTILITY •; ; , 5
to the Franchise Tax Board under the provisions of the Bank and Corporatio . `? « : ; ' ,,;^ " ` •�
Tax Law.
.. y•roi f .
SOUTH TAHOE PUBLIC UTILITY DISTRICT-,i. `
Exact corporate name ;�'
/s/ « '
Name and title of officer • ;.
Acting President
STATE OF CALIFORNIA ) DONALD H. KORTES
" S
) ss. ' ;.';
CcimrY OF F.I. DOR_%err, )
DONALD H. KORTES Being first duly sworn,
on oath deposes and says: That he 1s the Acting f're,iden of > '
ii iiir SOUTH TI,!K!'E e'I'P!.IC P ILITY DISTRICT, the public district
yr{xs rx :;a;{;•; that executed t1,c above and foregoing instru cnt, and tre
effacer of said :orperetien vhe+ signed the name of said corporation to such
instrument in s «:-►. official ca,..city; that at the time of executing said in.
str•trent, as aforesaid, affiant had full power and authority to execute such ,
instrument or f- e'hslf of said co- ,oration, and to hind said corporation to
., .. • ,,. • ,.., .•, •■• tr•r rc-.. : .tnn�, r .. !t, ..)•),! a .:!.r- ...
- M
(2) SUU111 TAHOE i Punic U'1'1141.11' U1:;'l'IUL'i', a public district,
XX)03XfOttitXta,XX)ROW :inI`ui.< qualified 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 . -
41, f1)' TAHOE SOUTHSIDF WATER UTILITY .
A�
that said (2) SOUTH TAHOE PUBLIC UTILITY DISTRICT
T ,
does hereby unconditionally agree to pay in full all accrued or +eccru- •ea .
ing liabilities for tax, penalty or interest due from or assumed by '.&
(1), TAHOE SOUTHSIDE WATER UTILITY :4.
r j a}
to the Franchise Tax Board under the provisions of the Bank and Corporation . ,y -' 1 '
Tax Law. M ,:,
SOUTH TAHOE PUBLIC UTILITY DISTRICT. :,
:,
Exact corporate name ."
. . . i
Name and title of officer '• �', S
Acting President ' ,;:; .-
STATE OF CALIFORNIA ) DONALD H. KORTES .i `'`
�.•.. *fit
n4
CCVX'TY OF EL DORADO ) ss. :.gyp
54r )
DONALD H. KORTES , Being first duly sworn, Y ti `
Acting President ''�
on oath deposes and says: That he is the , ,
• .`, j4 s i
SOUTH TAHOE PUBLIC UTILITY DISTRICT, the public district R .""" •,
3ttxx �." erxri cc : that executed the above and foregoing instrument, and the . ,;r. /'; •
officer of said corporation who signed the name of said corporation to such �? y;
instrument in such official capacity; that at the time of executing said in- "+" ;.
strusent, as aforesaid, affiant had full power and authority to execute such ; i tt ,
instrument on behalf of said co- poration, and to bind said corporation to •..6
carry out each, every, and all the terms, conditions, obligations and under-
takings recited and set fort` therein.
/5/ '
Name and title of officer .
Subscribed and sworn to before eye Acting President :Ja
DONkLD H. KORTES _ .
this 3rd day of Oct f , , 19
Notary Public 'g,.'•
JOHN C. WEID: `AN ',.: ;' A: • TB 2568 (S -72) EXHIBIT D ,.%.;, w `"
;4.