HomeMy WebLinkAboutPublication - Cupertino Scene Inc, Cert of Amendment -1976 Cupertino Scjene Inc.
WAIVER OF NOTICE AND CONSENT
TO HOLDING OF SPECIAL CONCURRENT 14EETING
OF BOARD OF DIRECTORS AND MEMBERS
OF
CUPERTINO SCENE, INC.
a California 'Nonprofit Corporation.
We, the undersigned, tieing all of the directors and members
of the above corporation, wishing to hold a special concurrent
meeting of the Board of Directors and members of saie corporation
for the purpose of completing the organization of its, affairs, DO
HEREBY waive notice of said meeting and consent to the' holding
thereof, at the time, on the day, and at the place set forth as
follows:
TIME: 7 : 30 o' clock P.M.
DATE: December 20 , 197E
PLAC-: Council Chambers - City Hall, it300 Torre Avenue
Cupertino, California 95,C1y
Said .mieeti.ng is to be held for the :,urcose of amending the
Articles of Incorporation to satisfy re:<uirements requested by the
Secretary of State of the State of California; and transacting
C�ch other business as may be brought before said meeting ; and ;ae
do further agree that any business transacted at said' meeting shall
�e as valid and le,a '_ and of the same farce and efffeet as though
Said meetin were held after notice duly given..
ESS -)ur si_•natures this 20th day of December, 1976 .
ROBERT '�ti. MEYEf2S -----
JAI"IES F.. JACKSON
KhTHY F. NELLIS
FROLI�H
:�A: I�- P. O' KEEP=
ROBERT W. QUINLAN
MERLE O. BUTLER
- i -
MINUTES OF SPECIAL CONCURRENT MEETING
OF BOARD OF DIRECTORS AND AEMBERS
OF
CUPERTINO SCENE, INC.
a California Nonprofits Corporation
The Board of Directors and members of CUPERTIN( -.Z, INC. ,
a California nonprofit corporation, held a special cc rent
meeting at the principal office of the corporation, or, 20th
day of December, 1976, at 7 : 30 o'clock P.M.
There were present at said meeting the fo?.lowing dire,--tors and
members constituting a quorum of the board and the members :
Robert W. Meyers
James E. Jackson
Kathv E. * Nellis
Donald A. Frolich
Daniel P. O' Keefe
Robert W. Quinlan
Merle O. Butler.
The chairman announced that the meeting was held pursuant to
written waiver of notice thereof and consent thereto signed by all
of the directors and members of the corporation;' such waiver and
consent was presented to the meeting and upon motion duly made,
seconded, and u:animously carried was made a part of the records
of the meeting and now precedes the minutes of this meeting in the
Book of Minutes of the corporation.
AMENDMENT OF ARTICLES OF INCORPORATION
The matter of an amendment to the Articles of Incorporation
was considered firs`. On motion duly made, seconded and un.anrmousl
carried, the following resolu-ion was unanimously adopted :
RESOLVED, that so much of Article IX of the Articles
of Incorporation of this corporation as presently
reads "The property ofthis corporation is .irrevocably
dedicated to social welfare purposes and no oa:rt of
the ret income or assets of this c:.-:ganization shall
ever inure to the benefit of any director, officer
or member thereof or to the benefit of any private
individual. Upon the dissolution or winding up of
the corporation, its assets remaining after payment
cf, or provision for payment, of all debts and liabil-
ities of this corporation, shall be dis4:ributed to the
City of Cupertino. " is hereby amendec.. to read as follows :
2 -
"The property of this corporation is irrevocably dedicated
to charitable and educational purposes and no part of the
net income or assets of this organization shall ever inure
IJ to the benefit of any director, officer or member thereof
., or to the benefit of any private individual. upon the
dissolution or winding up of the corporation, its assets
remaining after payment ol, or provision for payment, of
all deLts and liabilities of this corporation, shall be
distributed to the City of Cupertino to be used exclusively
for public purposes. "
RESOLVED FURTHER, that the President and Secretary of this
corporation be, and they hereby are, authorized and directed
to execute whatever documents may be necessary to effectuate
the amendment to Article IX.
ADJOURNMENT
There being no further business to come before the meeting,
on motion duly made, seconded, and unanimously carried, the meeting
was -idjourned.
Robert W. Quinlan, Secretary
r
r
3 -
-3-
Cupertino Scene, Inc.
the end of your annual accounting period. The law imposes
a penalty of $10 a day, up to a maximum of $5,000, for
failure to file the return on time.
You are not required to file Federal income tax returns
unless you are subject to the tax on unrelated business
income under section 511 of the Code. If you are subject to
this tax, you must file an income tax return on Form 990-T.
In this letter we are not determining whether any of your
present or proposed activities are unrelated trade or
business as defined in section 513 of the Code.
You need an employer identification number even if you
have no employees. If an employer identification number was
not entered on your application, a number will be assigned to
you and you will be advised of it. Please use that number on
all returns you file and in all correspondence with the
Internal Revenue Service.
We are informing your key District Director of this
action. Please keep this ruling le--ter in your permanent
records.
Sincerely yours,
Jeanne S . Gessay
Chief, Rulings Section 1
Exempt Organizations
Technical Branch
ry
-2-
Cupertino Scene, Inc.
Grantors and donors may rely on the determination that
you are not a private foundation until 90 days after the end
of your advance ruling period. In addition, if you submit
the required information within the 90 days, grantors and
donors may continue to rely on the advance determination
until the Service makes a final determination of your
foundation status. However, if notice that you will -no longer
be treated as a section 509(a)(1) organization is published
in the Internal Revenue Bulletin, grantors and donors may not
rely on this determination after the date of such publication.
Also, a grantor or donGr may not rely on this determination if
he was in part responsible for, or was aware of, the act or
failure to act that resu:.`.ed in your loss of section 509(a)
(1) status, or acquired knowledge that tLie Internal Revenue
Service had given notice that you would be removed from
classification as a section 509(a)(1) organization.
Donors may deduct contributions to you as provided in
section 17" of the Code. Bequests, legacies, devises,
transfers, or gifts to you or for your use are deductible
for Federal estate and gift tax purposes if they meet the
applicable provisions of sections 2055, 2106, and 2522 of the
Code.
You are not liable for social security (FICA) taxes
unless you file a waiver of exemption certificate as provided
in the Federal Insurance Contributions Act. You are not
liable for the taxes imposed under the Federal Uneriploy lent
Tax Act (FUTA) .
Organizations that are not private foundations are not
subject to the excise taxes under Chapter 42 of the Code.
However, you are not automatically exempt frori other Federal
excise taxes.
If your sources of support, or your purposes , character,
or method of operation is changed, you must let your key
District Director know so he can consider the effect of the
change on your status. Also, you must inform him of all
changes in your name or address.
You are required to file Form 990, Return of Orbanizations
Exempt From Income Tax, only if your gross receipts each
year are normally more than $5,000. If a return is required,
it must be filed by the 15th day of the fifth month after
XW
Cftq of tum
Office of the City Attorney
900 Community Bank Building
111 West St. John Street
San Jose,California 95113
(408)292.7220
December 14, 1976
The Honorable President and Members
of the Board of Directors
Cupertino Scene, Inc.
10300 Torre Avenue
Cupertino, California 95014
RE: Amendment of Articles of Incorporation
of Cupertino Scene, Inc.
Dear President and Board Members:
I am pleased to enclose the Letter from the Internal
Revenue Service exempting us from various federal taxes.
I am also enclosing the following:
1 . Waiver of Notice of Special Concurrent Meeting;
2. Minutes of Special Concurrent Meeting; and,
3. Certificate of Amendment.
The above documents reflect a changed format in the pro-
cedure for amendment of aricles of incorporation, as requested
by the Secretar- of State of California . The change is in form
only; the substance of the amendment is exactly the same as that
considered by your body on October 26 , 1976 .
This is the last step in obtaining the certifications
prerequisite to filing an application for special bulk third
class postal rates. That is, the postal application may be filed
as soon as the Secretary of State certifies this most recent amend-
ment.
If you have any questions , please let me know.
Res ully submitted,
V ""/4000-� 1�d6�
DAVID H. ADAMS
DHA:di Assistant Secretary
Enclosures
' Intental Rave rvlft aepartt of the Treasury
Washington, DC 20224
Person to Contact ��; r• :1' ;�'pf+
Fpsi�-
Cupertino Scene, Inc. Telephone Number:
10300 Torre Avenue
Cupertino, California 95014 R.'er Reply to: E:EO:T:R: 1: 3-CC
Date: NOV Is W6
' Gentlemen:
Based on the information, -supplied, assuming your
operations will be as stated in your application for recogsni-
tion of exemption, and conditioned upon your ar.:endink your
articles of incorporation as agreed in your letter of
October 28, 1976, we have deter:iined you are exempt £ro-:.
Federal income tax under section 501(c) (3) of the Inter--,al
Revenue Code.
Because you are a newly created organization, we are
not now -:ak-3n6 a final determination of your foundati :.
status under section 509(a) of the Code. However , we have
determiaed that you can reasonably be expected tc be a
publicly supported organization of the type described in
sections 509(a)(1) and 170(b) (1) (A)(vi) .
Accordingly, you will be treated as a publicly sLIpportea
organization, and not as a private foundation, during an
advance ruling period. This advance ruling E,;:riod begins on
the date of your inception and ends onJuiie 30, 1978.
Within 90 days after the end of your advance ruling
period, you must submit to your key District Director in
San Francisco information needed to determine whether you
have met the requiren:tints of the applicable support test
during the advance ruling period. If you establish that you
have been a publicly supported organization, you will be
classified as a section 509(a) (1) or 509(a) (2) organization
so long as you continue to meet the requirements of the
applicable support test. If , however, you do not meet the
public support requirements during the advance ruling
period, you will be classified as a private foundation for
future periods. Also, in the event you are classified as
a private foundation, you will be treated as a private
foundation from the date of your inception for purposes of
sections 507(d) and 4940 .
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF NCORPORATION
OF
CUPERTINO SCENE, INC.
James E. Jackson and Robert W. Quinlan, certify as follows :
1. That they are the President and Secretary, respectively,
of CUPLATINO SCENE, INC. , a California nonprofit corporation.
2. That on December 20, 1976, the Board of Directors of
said corporation, pursuant to Article VII of the By-Laws , unani-
mously adopted the following resolution :
RESOLVED, that so muc,: of Article IX of the Articles
of Incorporation of this corporation as presently
reads "The property of this corporation is irrevocably
dedicated to social welfare purposes and no part of the
net income or assets of this organization shall ever
inure to the benefit of any director, officer or member
thereof or to the benefit of any private individual .
Upon the dissolution or winding up of the corporation,
its assets remaining after payment cf , or provision
for payment, of all debts and liabilities of this
corporation, shall be distributed to the City of Cupertino. "
is hereby amended to read as follows : "The property of
this corporation is irrevocably dedicated to charitable
and educational purposes and no part of the net income or
assets of this organization: shall ever inure to the bene-
fit of anv director, officer or member thereof or to the
benefit of any private individual. Upon the dissolution
or winding up of the corporation, its assets remaining
after payment of, or provision for payment, of all debts
and liabilities of this corporation, shall be distributed
to the City of Cupertino to be used exclusively for public
purposes . "
RESOLVED FURTHER, that the President and Secretary of
this corporation be, and they hereby are, authorized and
directed to execute whatever documents may be necessary to
effectuate the amendment to Article IX.
3. That on December 20, 1976 , the members of said corpor-
ation, held a special concurrent meeting to discuss amendment of
0 0
Article IX of the articles of Incorporation. Thee were present
seven members, constituting a quorum and all of the .members of
said corporation, and said members, pursuant to Article VII of
the By-Laws, unanimously adopted the following resolution:
RFSOLVED, that so much of Article IX of the Articles of
Incorporation of this corporation as presently reads
"The property of this corporation is irrevocably dedicated
to social welfare purposes and no part of the net income
or assets of this organization shall ever inure to the
benefit of any director, officer or member thereof or to
the benefit of any private individual. Upon the dissol-
ution or winding up of the corporation, its assets remain-
ing after payment of, or provision for payment, of all
debts and liabilities of this corporation, shall be dis-
tributed to the City of Cupertino. " is hereby amended to
read as follows : "The property of this corporation is
irrevocably dedicated to charitable and educational pur-
poses and no part of the net income or assets of t!:is
organization shall ever inure to the benefit of any
director, officer or member thereof or to the benefit of
any private individual. Upon the dissolution or winding
up of the corporation , its assets remaini.nc after payment
of, or provision for payment, of all debts and liabilities
of this corporation, shall be distribu::ed to the City o:
Cupertino to be used exclusively for public purposes . "
RESOLVED Ft;RT=>ER, that the President and Secretary o
this corporation be, and th-e-, hereby are, authorized an:
directed to execute whatever documents may be necessary to
effectuate the amendment to Article IX.
JAMES E. JACKSON, President.
ROBERi W. QUINLAN, Secretary
Each of the undersigned declares under penalty of perjury
that the matters set forth in -�:c;e foregoing Certificate of Amend-
ment are true and correct .
Executed at Cupertino, California, on December 20 , 1976 .
JAMES E. JACKSON
ROBERT W. QUINLAN
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f CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CUPERTINO SCENE, INC.
James E. Jackson and Robert W. Quinlan, certify as follows:
1. That they are the President and Secretary, respectively,
of CUPERTINO SCENE, INC. , a California nonprofit corporation.
2. That on October 26, 1976, the Board of Directors of
said corporation, pursuant to Article VIZ of the By-Laws, unani-
mously adopted the following resolution:
RESOLVED, that paragraph f1? of Article IX of the
Articles of Incorporation of this corporation be
amended to read as follows :
"The property of this corporation is irrevocably
dedicated to charitable and educational purposes
and no part of the net income or assets of this
organization shall ever inure to the benefit of
any director, officer or member thereof or to the
benefit of a:.y private individual . Upon the dis-
solution or winding up of the corporation, its
assets remaining after payment of or provisi^n for
payment, of all detts and liabilities of this cor-
poration, shall be distrituted to the City of
Cupertino to be used exclusively for public purposes. "
RESOLVED FURTHER, that the President and Secretary of
this corporation be, and they hereby are, authorized
and directed to execute whatever documents may be
necessary to effectuate the amendment to Article IX.
JAMES E. JACKSON, Pres nt
ROBERT W. QUINLAN, Secretary
Each of the undersigned declares under penalty of perjury
e that the matters set forth in the foregoing Certificate of
Amendment are true and correct.
Executed at Cupertino, California, on October 1976.
JAMES E. JACKSON
ROBER'T W. QUINLAN
- 2 -
,
WAIVER OF NOTICE AND CONSENT
TO HOLDING OF SPECIAL MEETING
OF BOARD OF DIRECTORS
(,•,�, OF
CUPERTINO SCENE, INC.
a California Nonprofit Corporation
We, the undersigned, being all of the directors of the above
corporation, wishing to hold a special meeting of the Board of
Directors of said corporation for the purpose of completing the
organization of its affairs, DO HEREBY waive notice of -said meeting
and consent to the holding thereof, at the time, on the day, and at
the place set forth as follows:
TIME: 7 : 30 o'clock P.M.
DATE: October 26, IL976
PLACE: Council. Chambers - City Hall, 10300 Torre Avenue
Cupertino, California 95014
Said meeting is to be held for the purpose of amending the
Articles of Incorporation to satisfy Federal tax requirements;
considering a resolution which disclaims any political advocacy
on behalf of the corporation; and transacting such other business
as may be brought before said meeting; and we do farther agree
that any business transacted at said meeting shall be as •:1; ] id and
legal and of the same force and effect as though said meeting were
held after notice duly given.
WITNESS our signatures this 26th day of October, 1976 .
ROBERT W. MEYERS��
JAMES E. JACKSON +
KATHY E. NELLIS
DONALD A. FROLICH
DAN I EL P. O',:CEEFE
ROBERT W. QUINLAN
MERLE O. BUTLERwin .=51�111
1 --
RIM
MINUTES OF SPECIAL MEETING OF
BOARD OF DIRECTORS OF
CUPERTINO SCENE, INC.
a California Ncnprofit Corporation
The Board of Directors of CUPERTINO SCENE, INC. , a
California nonprofit corporation, held a special meeting at the
principal office of the corporation, on the 26th day of October,
1.976, at 7:30 o'clock P.M.
There were present at said meeting the following -directors
cons' ituti.ng a quorum of the full beard:
Robert W. Meyers
James E. .Jackson
Kathy E. Nellis
Donald A. Frolich
Daniel P. O' Keefe
Robert W. Quinlan
Merle O. Butler
The chairman announced that the meeting was held pursuant to
written: waiver of notice thereof and consent thereto signed by all
of the directors of the corporation; such waiver and consent was
presented to the meeting and upon motion duly made, seconded, and
unanimously carried was made a part of the records of the meeting
and now precedes the minutes of this meeting in the Book of Minutes
of the corporation.
AMENDMENT OF ARTICLES OF INCORPORATION
The matter of an amendment to the Articles of Incorporation
was considered first . On motion duly made, seconded and unanimously
carried, the following resolution was unanimously adopted:
RESOLVED, that paragraph ( 1) of Article IX of the
Articles of Incorporation of this corporation be
amended to read as follows:
"The property of this corporation :is irrevocably
dedicated to charitable and educational purposes
and no part of the net income or assets of this
organization shall ever inure to the benefit of
any director, officer or member thereof or to the
benefit of any private individual. Upon the dis-
solution or winding up of the corporation, its
assets remaining after payment of, or provision for
2 -
payment, of all debts and liabilities of this cor-
poration, shall be distributed to the City of
Cupertino to be used exclusively for public purposes. "
RESOLVED FURTHER, that the President and Secretary of
this corporation be, and they hp--by are, authorized
and directed to execute whateve :ocuments may be
necessary to effectuate the am nent to Article IX.
STATEMENT OF NON-POLITICAL ACTIVITY
On motion duly made and seconded, the following resolution
was unanimously adopted:
RESOLVED: That this corporation is for charitable
and educational purposes solely and will not publish
the following : discussions by opposing candidate
for public office; statements advocating the adoption
or rejection of legislation or. urging the public to
contact members of a legislative body for the purpose
of proposing, supporting or opposing legislation;
statements on behalf of or in opposition to candidates
for public office; or engage in any other activity of
the type carried on by an "action organization" within
the meaning of section 1. 501 (c) (3) -1 (c) (3) of the Income
Tax Regulations .
AUTHORIZATION FOR PRESIDENT TO MAKE STATEMENTS
' Gn motion duly made and seconded , the following resolution
was unanimously adopted:
k RESOLVED, that James E. Jackson, President , is hereby
authorized and directed to make the statements requested
in the letter from the Internal Revenue Service, Depart-
ment of the Treasury, dated October 12 , 1976 , a copy of
which is attached hereto and made a part hereof by
reference.
ADJOURNMENT
There being no further business to come before the meeting ,
on motion duly made, seconded, and unanimously carried, the meeting
wad adjourned.
Robert W. Quinlan, Secretary
i
3 -
Internal Revere. Service Departs .it of the Treasury
Washington, DC 20224
0
Person to Contact: Charles I. .Cate
Cupertino Scene, Inc. Telephone Number: (202) 964-3969
10300 Torre Avenue
Cupertino, California 95014 Refer Reply to: E:EO:T:R: 1.: 3-CC
Date: OCT 12 1976
Dear Mr. Adams:
We are considering your application for recognition of
exemption from Federal income tax under section 501(c) (3)
of the Internal Revenue Code of 1954. In order to complete
our consideration we need the following information over the
signature of one rf your principal officers:
1. A statement that your organization will
not publish discussions by opposing
candidates for public office; statements
advocating the adoption or rejection of
legislation or urging the public to
contact, members of a legislative body
for the purpose of proposing, supporting
or opposing legislation; statements on
behalf of or in opposition to candidates
for public office; or engage in any
other activity of the type carried on by
an °'action organization' within the
meaning of section 1 . 501(c) (3)-1(c)(3)
of the Income Tax Regulations,
2. A statement that in the event your
organizati -� is reco-nized as exempt
under section 501(c) 3) of the Gode, you
agree that within 21 days thereafter you
will amend the first paragraph of
Article IX of your Articles of Incorpora-
tion to read as follows and will submit
a copy of such amended articles to this
office within that time:
"The property of this corpora-
tion is irrevocably dedicated to
charitable and educational
ICI
•
w�M
s Cupertino Scene, Inc.
purposes and no part of the net ,
income or assets of this
organization shall ever inure
to the benefit of any director,
officer or member thereof or to
the benefit of any private
individual. Upon the dissolution
or winding up of the corporation,
its assets remaining after
payment of, or provision for
payment, of all debts and liabilities
of this corporation, shall be
distributed to -the City of Cupertino
to be used exclusively for public
purposes."
We will defer action on your application for a period of
21 days from the date of this letter to enable you to submit
this information. If we have not heard from you within that
time we shall assume that you do not wish us to consider, your
application further and will then close Lhis case. After that
time the appropriate State authorities will be notified in
accordance with section 6104(c) of the Code.
Sincerely yours,
Jeanne S. GesE V
Chief, Rulings >ection 1
Exempt Organi2 dons
Technical Bianch
STATEMENTS OF PRESIDENT
OF
CUPERTINO SCENE, INC. ,
a California Nonprofit Cor2oration
Pursuant to authority given to me by the Board of Directors
of the above corporation, on October 26, 1976, the following state-
ments are hereby made to the Internal Revenue Service, Department
of the Treasury, dated October 12 , 1,976.
1. The CUPERTINO SCENE, INC. , 'a California nonprofit
corporation, will not pubish discussions by op-
posing candidates for public office; statements
advocating the adoption or rejection of legislation
or urging the public to contact members of a legis-
lative body for the purpose of proposing , supporting
or opposing legislation ; statements on behalf of or
in opposition to candidates for public office; or
engage in any other activity of the type carried on
by an "action organization" within the meaning of
section 1. 501 (c) (3) -1 (c) (3) of the Income Tax R.�gu-
lations.
2 . In the event CUPERTINO SCENE, TIC. , a California
nonprofit corporation, is recognized as exempt under
section 501 (c) (3) of the Code, it is agreed by said
corporation that within 21 days thereafter it w ll
amend the first paragraph of Article IX of its .articles
of Incorporation to read as follows and will submit
a copy of such amended articles to the Internal Revenue
Service, Department of the Treasury, within that time:
"The property of this corporation is
irrevocably dedicated to charitable
and educational. purposes and no pert
of the net income or assets of this
organization shall ever inure to the
benefit of any director, officer or
member thereof or to the benefit of
any private individual. Upon the dis-
solution or winding up of the corpor-
ation, its assets remaining after
payment of, or provision for payment,
of all debts and liabilities of tMs
corporation, shall be distributed to
the City of Cupertino to be used ex-
clusively for public purposes. "
Dated: October 26, 1976 .
James E. Jackson, President
CUPER.TINO SCENE, INC. , a
California nonprofit corporation
2 -
4
INSURED POLICY NUMBER
CITY OF CUPERTINO, ETAL SP 3 46 26 03
EFFECTIVE DATE POLICY PERIOD AUTMORtZEO REPRESENTATIVE
-9-3 I-l- to
gvsucnl�c co,.P.wEs Complete the above spaces i(this end7rsement is not attached to the policy when issued
FISCHER-JENSEN DIVISION
GENERAL ENDORSEMENT
PREMIUM CHANGE (if any) f
Additional 8 lReturn $
It is agreed that this policy is hereby amerced as indicated below by
x 1. Insured's Name: ADDED AS NAMED INSURED: CUPERTINO SCENE, INC.,
1.. Insured's Address: A NON-PROFIT CORPORATION
—
3. Location
4. Limit(s) of Liability:
5. Amound s) of Insurance:
b. Description of Property:
7. 'policy Period:
8. Audit Period: _
9. Premium:
10. Rate
11. Loss Payee:
12.
F.I425eA - 4-72 This policy is subject otherwise to all its terms.
8-17-76 at
BE 22
ENDORSEMENT
T- efaorsement, effe,t,ve 12:01 A. M. January 1, 1976 forms a part cf
pol GIA 203 32 94 issued t City of Cupertino, et al
Covenant "'::teal Insurance Company
In consideration c)f the premium at which the policy is wr-tten it is
hereby agreed that the f-Dllowing is added as additional insured, but
only as resz .;-cs the operatior of the named insured:
Cupertino .scene, Inc. , a lion.-Profit Corporation:.
All other _erns and conditions of this policy remain unchanged.
. lN. _ ,.._... . _.. _ ' '
' C — tic ��•zee- Re..r_senta•.e ^-^ ` "
Endorsement No. 3 ---
ARTICLES OF INC.ORPORA'TION
• OF
CUPERTINO SCENE, INC.
I
The name of this corporation is ;
CUPERTINO SCENE, INC.
II
The specific and primary purposes for which this corporation
is formed are to create , publish, and distribute to the residents
of the City of Cupertino and its environs a newsletter informing
and educating said residents with, respect_ to matters of general
civic interest .
III
(a) Tne 3eneral purposes and uo'f:ers are to ha-.= anc- exercise
all rights and powers conferred on nor,-_r,�=it under ,_lie
la'Ns of Calii"crnia , incluCling the o'::er contract , re:: , buy or
sell personal cr real pre ,ervf , prov deu , ccr-
poratior, shail not , excewt to an insu ista!-.tial desrr. , en age in
an,, act-ivitles or exercise any poc..'ers that are nct -.. :'.Jrtne.rance
of the primary purposes of this corporation.
(b) No s•ubstal,'_ial part of the activities of _his corpor-
ation shall consist of carrying on prop- ,anda , or =-
tempting to influence legislation, a::-: t .e coraorat: ;.. sr,all no::
participate or intervene in any political campaiy:n ( including the
publishing or distribution of statements) on behalf of any can-di-
Paae 1
of 4
w
date for public office.
IV
This corporation is organized pursuant to the General
Nonprofit Corporation Law of the State of California, This
corporation does not contemplate pecuniary gain or profit to the
members thereof and it is organized for nonprofit purposes .
V
The county in this State where the principal office for the
transaction of the business of this corporation is located is
,Santa Clara County.
VI
T::e names and addresses of the persons who are to act in the
capacity of ..hectors until the selection of their successors are :
::ame AcICIrF-s.s
Pober= t•7. I•le-ers 21324 Dexter
Cupertino, California 95014
F,,at; E . Nellis 22322 Fegnart r�<l
Cupertino, California 95014
James L. Jackson 10,101 Somerset Court
Cupertino, California 95014
Donal_ r. Frolich 22276 ilartmar: _rj.ve
Cupertino, California 93014
Daniel P . O ' Yeefe 20032 Podrig':e.-. �.%,enue
Cupertino, California 95014
VII
T :e aut:prized number and tenure of office cf directors ,
t aeir po-.aers , duties and compensation , an:! the manner in which
::ney shall be ci-;osen and removed from office , shall be as set
ortli i:� the By-Laws .
Page 2
of 4
WIII
The authorized number and qualifications of members of the
corporation, the different classes of membership, if any, the
property, voting and other rights and privileges of members, and
their liability to dues and assessments and the method or collection
thereof , shall be as set forth in the By-La,.s.
IX
The property of this corporation, is irrevocably dedicated
to social welfare purposes and no part of the net income or assets
of this organization shall ever inure to tre benefit of any di-
rector, officer or member thereof or to the .enefit of an•.• private
individual . Upon the dissolution or windin; up of the corporation,
its assets remaining after payment of , or : ro-v,ision for ,,a -ment,
of all debts and liabilities of this orperation , shay_ e distri-
buted to the City of Cupertino .
If this corporation holds any assets _n trust , suc•i: assets
shall be disposed of in such manner as may re directed ty decree
of the superior court of the county in ti:hic the cor,-=ation has
its principal office, upon petition therefor i)y the Attorney General
or by any person concerned in the liquidatio-: , in a proceeding tn
which the Attorney General is a party .
IN WITNESS ;-:HEREOF, the undersigned , r_eing the persons l;ere-
inabove named as the first directors, have executed Articles
Page 3
of 4
it 0
- , of Incorporation, this �� day of %'i�� �' 1976 .
Robert W. Meyer
atny rE. N�llis
James' E. Jackson
Dona] A. li
Danie P. O'Yeefe
Paae 4
of 4
: STATE OF CALIFORNIA )
SS.
COUNTY OF SANTA CLARA )
b$
On this 3 day of 1976 , before me,
David H. Adams, a Notary Public i 'and for said County and State,
personally appeared ROBERT W. M ' ERS , KATHY E. NELLIS , JAMES E .
JACKSON, DONALD A. FROLICH, and DANIEL P . O' Y.EEFE; known to me to
be the persons whose names are subscribed to the ;riltten Articles
of Incorporation, and acknowledge to me that they, and each of
them, executed the same.
- - )
r
DAV'ID H . ADAMS - ----- -
Notary Public in and for
Said County and State
40
BY--LAWS
OF
CUPERTINO SCENE, INC.
ARTICLE I
Principal Office
The principal office of the corporation shall be located in
the Countv of Santa Clara, State of California.
ARTICLE II
Board of Directors
Section 1 . This organization shall be governed by a Board
of Directors of' seven (7) members , five (5) of whom shall be the
members concurrently sitting as the Cit; Council of the City of
Cupertino, hereinafter referred to as the councilmember directors ,
and two (2) of whom shall be appointed by , and serve at the
pleasure of , a majority vote of the five ( 5) councilmember directors .
Section 2 . Whenever a councilmember director ceases to be
a member of the City Council of the City of Cupertino, such council-
member director shall automatically cease to he a member of the
Board of Directors and be replaced by such councilmember director ' s
successor on the City Council of the City of Cupertino.
Section ? . The Board of Directors shall meet annually , on
the second Tuesday after the first Monday in March, and at such
other regular meetings during the year as the Board of Directors
may determine. Special Meetings of the Board of Directors shall
be called by the President , whenever the President shall deem it
necessary , or by written notice signed by five (5) members of the
Board of Directors . Notice of regular and special :meetings shall
Paqe 1
of 5
be mailed at least three (3) days prior to the meeting date.
Section 4 . Members of the Board of Directors shall receive
no compensation for their services to the corporation. Members
of the Board of Directors shall not be personally liable for the
debts, liabilities or obligations of the corporation.
ARTICLE III
Membership
Section 1 . There shall be one class of members , consisting
of the members of the Board of Directors .
Section 2 . As the membership of the corporation and the
membership of the Board of Directors are coe::tensive , there shall.
be no separate and distinct property, voting or other rights an,1
privileges of the members of the corporation , except as may be
required by law.
Section 3 . All meetings of the Board of Directors shall
serve as concurrent meetings of the members of the corporation.
Section 4 . The members of the corporatioi shall Pay no
dues and no assessments . The members of the corporation shall
not be personally liable for the debts , liabilities or obligations
of the corporation .
ARTICLE IV
Officers
Section 1 . The officers of this corporation shall be a
President, a Vice-President, a Secretary, a Treasurer , and such
subsidiary officers as shall be appointed by the Board of Directors.
All officers shall be selected, and may be removed , by a majority
vote of the Board of Directors . Officers shall serve one year
Page 2
of 5
w
terms, or until their successors are selected at the next annual
meeting of the Board of Directors. Any vacancies may be filled
by a majority of the Directors.
Section 2 . The President shall be the chief executive
officer of this corporation; shall preside at all meetings of the
Board of Directors and of the members; shall see that all orders
and resolutions of the Board, o.f Directors are carried out; by
direction of the Board the President shall execute all bands ,
mortgages, and all contracts of this corporation , affixing the
corporate seal thereto; shall have general superintendence and
direction of all other officers of this cor;Ruration and see that
their duties are properly performed ; shall submit a report of the
operations of the corporation for the fiscal year to the membership
at the Annual Meeting , and from time to time sha.il report to the
Board of Directors all matters .,dthin his/her kno-.:=ledge that may
affect this corporation; the President shall be ex officic a member
of all standing committees; and shall appoint all committees , ex-
cept as herein otherwise provided.
Section 3 . The Vice-President shall be vested with all
powers , and shall perform all the duties of , the President during
the abserce of the latter , and shall have such other duties as
may, from time to time, be determined by th` Board of Directors .
In the event tre President shall be absent from any meeting , the
Vice-President shall preside.
Section 4 . The Secretary shall attend all sessions of the
Board of Directors and of the members , and shall act as a clerk
Page 3
of 5
thereof; shall record all votes and minutes of all proceedings in
a book to be kept for that purpose; shall send notices of all
meetings to the members of the Board of Directors and conduct
all necessary Board correspondence; a-.id the Secretary shall be
the custodian of the corporate seal and all of the books and
records of the corporation, except as may be otherwise provided .
Section 5. The Treasurer, under the direction of the Board
of Directors, shall have charge of funds of the corporation; shall
deposit or designate someone to deposit these funds in the name
of the corporation in depositories designated by the Board of
Directors; and shall authorize the payment of all vouchers or
orders , properly authorized by the Board of Directors .
ArtTICLE V
Standing Committees
There shall be such standing committees as from time tc
time shall be determined by the Board of Directors .
ARTICLE VI
Corporation Seal
This Corporation shall have a seal , upon :•%hick shall be
inscribed the name of the corporation and the date of its incor-
poration .
ARTICLE VII
iunendment s
The Board of Directors of this corporation may , with the
assent of the members of the corporation, as may be required by
Corporation Code Section 9400 , and by a majority vote, amend
Page 4
of 5
i
r
t
these By-La, at any regular or special meeting called for
that purpose. A written notice to all members of the Board of
Directors shall be given of any intent to amend the By-Laws, and
shall be mailed three (3) days prior to the meeting . The By-Laws
may also be amended in any other way authorizeu by the General
Nonprofit Corporation Law of the State of 'Californila .
THIS IS TO CERTIFY that I am the duly qualified and acting
Secretary of Cv 'ERTINO SCENE , INC. , a California corporation, and
that the above By-Laws were duly adopted by the Board of Directors
at a meeting �,eld on 1976 .
Acting Secretary
Page 5
of 5
.1,
l ♦ i
AGREEMENT RELATING TO THE PUBLICATION
OF
THE CUPERTINO SCENE
AGREEMENT, made by CITY OF CUPERTINO, a municipal corporation
of the State of California, hereinafter referred to as "City" , and
C FRTINO SCENE, INC. , a non-profit corporation of the State of
C :ifornia, hereinafter referred to as "Corporation" .
IT IS HEREBY AGREED by the parties as follows :
1 . Newsletter. Corporation shall create, publish , and dis-
tribute to the r - sidents of the City of Cupertino and its environs
a newsletter , entitled "Cupertino Scene" , informing and ed:.icating
said residents with respect to matters of general civic interest ,
substantially in the same manner as heretofore created, published
and distributed by City.
2 . Facil4 ties and P.eimrursement . City shall provil:e Cor-
poration, tree of charge , such facilities , services of its nersonnei ,
and supDlies, as may reasonahl - be required , and shall reimiburse it
for any expenses reasonably incurred to incor ,orate and to carr.; out
the foregoing duties . Reasonable advances to cover such reim:jurse-
ment shall be made by City to Corporation.
3 . Termination . This Agreement may be terminated e-.t .er
party at any time, upon giving v.ritten notice to the othe_ party .
DATED: June 9, 1976 .
CITi' o7, r,UPERTINO
ATTEST : municipal corporation
a(_4�J_
C it C1e1"K iia�'or
CUPERTINO SCENE, IC;C . ,
a. nonprofit corporat_on
[City Sca!
By
Presider
;Corporate Seal]
Secretary