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HomeMy WebLinkAboutSister Cities Committee Recommendation to IncorporateCITY OF PALM DESERT YL L.... SUBJECT: SUBMITTED BY: DATE: ATTACHMENT: RECOMMENDATION By Minute Motion: SISTER CITIES COMMITTEE STAFF REPORT CONCUR WITH THE PALM DESERT SISTER CITIES COMMITTEE RECOMMENDATION TO SUBMIT ARTICLES OF INCORPORATION TO THE CALIFORNIA SECRETARY OF STATE. Stephen Y. Aryan, Assistant to the City Manager October 13, 2005 Palm Desert Sister Cities Committee -Articles of Incorporation 1. CONCUR with the Palm Desert Sister Cities Committee recommendation to submit Articles of Incorporation to the California Secretary of State. DISCUSSION During the consideration of the Sister Cities budget for fiscal year 2004/2005, the City Council and the Palm Desert Sister Cities Committee determined that re -organizing the Committee as a separate 501(c)(3) tax-exempt, non-profit organization, would enhance its commitment towards creating programs and collaborations that exemplify the spirit of Sister Cities. The law firm of Green, de Bortnowsky & Quintanilla has indicated to Staff that they wish to assist the Committee in the 501(c)(3) application process on a pro bono basis. The first step in applying for non- profit status is the formation of Articles of Incorporation, which are filed with the California Secretary of State's Office. Once the Articles of Incorporation are completed, the next step is to develop the corporation's Bylaws, which are its rules and regulations. On September 15, 2005, the Palm Desert Sister Cities Committee unanimously approved to complete and send the attached Articles of Incorporation to the Secretary of State. The Committee selected the name of Palm Desert Sister Cities, Inc. for its non-profit organization. However, the Committee Chairman has indicated since then that he wishes to further discuss the naming of the nonprofit entity at their October meeting. Regardless of any modification to the proposed non -profit's name, the Articles of Incorporation is a standard template and the content will not be modified. The Committee also designated certain members to assist Staff in the formation of official Bylaws. Once a draft of the Committee's Bylaws is prepared, this item will return to the Committee for their review and approval of further action associated with the incorporation process. Staff anticipates that the incorporation process should last approximately nine months and that the Committee should be a non- profit entity by FY 2006/2007. As a 501(c)(3) non-profit organization, the Palm Desert Sister City Committee can continue its tradition of excellence in fostering global cultural awareness, while still maintaining a collaborative effort with the City of Palm Desert in attaining its goals for a vibrant and productive program. Palm Desert Sister Cities Committee: Forming a 501(c)(3) Corporation October 13, 2005 Page 2 of 2 Submitted by: (ti ephen V. Aryan Assistant to the City Minager , " A�11 * Carlos L. OrtedA City Manager Reviewed by: Sheila R. Gilligan Assistant City Man munity Services G \CdyMgr\Stepnen Aryan\Word DataAgenda Reports\Stster Cities Committee AOI doc ARTICLES OF INCORPORATION OF PALM DESERT SISTER CITIES, INC. A California Nonprofit Public Benefit Corporation ARTICLES OF INCORPORATION OF PALM DESERT SISTER CITIES, INC. A California Nonprofit Public Benefit Corporation ARTICLE I The name of the corporation is Palm Desert Sister Cities, Inc. ARTICLE II A. This corporation 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 and charitable purposes. B. The principal office for the transaction of the activities and affairs of this Corporation is located at 73-510 Fred Waring Drive, Palm Desert, California, 92260, in the County of Riverside, California. C. The corporation is organized exclusively for public and charitable purposes within the meaning of Section 23701 of the California Revenue and Taxation Code and Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future state or federal tax law), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. D. The specific purpose of this corporation is promote the cultivation of economic, social and cultural cooperation between the people of Palm Desert and the people of its designated Sister Cities around the world, which will serve to strengthen partnerships between the United States and international communities and will result in increased international cultural understanding and global cooperation at the municipal level. E. Operational Limitations: Notwithstanding any other provisions of these Articles, the corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purpose of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on: By a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law); or Articles of Incorporation Page 2 2. By a corporation, contributions to which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1954 (orthe corresponding provision of any future tax code). ARTICLE III The name and address of this corporation's initial agent for service of process in the State of California is: Mr. Mark Talboys, Chairman, Palm Desert Sister Cities, Inc. ARTICLE IV No substantial part of the activities of the corporation shall consist of carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE V All property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of, or be distributable to, any director or officer thereof or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II above. ARTICLE VI Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of Riverside County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. Articles of Incorporation Page 3 Executed on this day of Palm Desert, California. Mr. Mark Talboys, Chairman Palm Desert Sister Cities Committee NONPROFIT/FORMS/FORM ARTICLES OF INCORPORATION 9/05 AG , 2005 at Articles of Incorporation Page 4