HomeMy WebLinkAboutRES.792.02-01-1993 BILL NO. 93-26 RESOLUTION NO. c�
A RESOLUTION APPROVING AN AMENDMENT TO THE
ARTICLES OF INCORPORATION OF THE CAPE
GIRARDEAU MISSOURI PARKS DEVELOPMENT
FOUNDATION
WHEREAS, the Cape Girardeau, Missouri Parks Development
Foundation (the "Corporation") desires to amend its Articles of
Incorporation in order to clarify the purposes for which its assets
may be used upon dissolution of the Corporation; and
WHEREAS, the Articles of Incorporation of the Corporation
require the approval of the City Council of the City of Cape
Girardeau, Missouri, in order to amend said Articles; and
WHEREAS, on January 26, 1993 , the Board of Directors of the
Corporation adopted a resolution, a copy of which is attached
hereto as Exhibit B, approving the execution of Articles of
Amendment to the Articles of Incorporation of the Corporation and
requesting that the City Council approve such Articles of
Amendment;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
CAPE GIRARDEAU, MISSOURI, AS FOLLOWS:
ARTICLE 1. Approval of Articles of Amendment. The City
Council hereby approves the Articles of Amendment to the Articles
of Incorporation of the Corporation in the form attached hereto as
Exhibit A, and hereby ratifies and confirms and authorizes the
execution of such Articles of Amendment by the appropriate offices
of the Corporation. The appropriate officers of the Corporation
are hereby authorized and directed to file said Articles of
Amendment with the Secretary of State of Missouri.
ARTICLE 2 . Effective Date. This Resolution shall take effect
immediately upon its adoption by the City Council.
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PASSED AND ADOPTED THIS �j __ DAY OF , 19�.
Francis E. Rhodes, Mayor
ATTEST:
�"i; J G� r�f . L..G.:�.1c�/�
GaylaiL. Conrad, Deputy City Clerk
RESOLUTION NO.
RESOLUTION APPROVING ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF THE CAPE
GIRARDEAU, MISSOURI PARKS DEVELOPMENT
FOUNDATION.
WHEREAS, the Cape Girardeau, Missouri Parks Development
Foundation (the "Corporation" ) desires to amend its Articles of
Incorporation in order to clarify the purposes for which its
assets may be used upon dissolution of the Corporation; and
WHEREAS, the Articles of Incorporation of the Corporation
require the approval of the City Council of the City of Cape
Girardeau, Missouri in order to amend said Articles ; and
WHEREAS, on January 26 , 1993 , the Board of Directors of the
Corporation adopted a resolution, a copy of which is attached
hereto as Exhibit B, approving the execution of Articles of
Amendment to the Articles of Incorporation of the Corporation
and requesting that the City Council approve such Articles of
Amendment;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF CAPE GIRARDEAU, MISSOURI , AS FOLLOWS :
Section 1 . Approval of Articles of Amendment . The City
Council hereby approves the Articles of Amendment to the
Articles of Incorporation of the Corporation in the form
attached hereto as Exhibit A, and hereby ratifies and confirms
and authorizes the execution of such Articles of Amendment by
the appropriate officers of the Corporation. The appropriate
officers of the Corporation are hereby authorized and directed
to file said Articles of Amendment with the Secretary of State
of Missouri .
Section 2 . Effective Date. This Resolution shall take
effect immediately upon its adoption by the City Council .
Adopted by the City Council of the City of Cape Girardeau,
Missouri , this day of February, 1993 .
(Seal) Mayor
ATTEST:
Deputy City Clerk
ARTICLES OF AMENDMENT
�
TO THE
ARTICLES OF INCORPORATION
OF
CAPE GIRARDEAU, MISSOURI PARKS DEVELOPMENT FOUNDATION
(A GENERAL NOT FOR PROFIT CORPORATION)
HONORABLE JUDITH MORIARTY
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MISSOURI 65102
The undersigned corporation, for the purpose of amending
its Articles of Incorporation as originally filed on
December 2, 1991, and pursuant to the provisions of "The
General Not For Profit Corporation Law" of the State of
Missouri, hereby executes the following Articles of Amendment :
1 . The name of the corporation is :
CAPE GIRARDEAU, MISSOURI PARKS DEVELOPMENT FOUNDATION
2 . There are no members having voting rights ;
3 . At a meeting of directors held on January 26, 1993 ,
the following amendment was adopted upon receiving the vote of
a majority of the directors then in office;
4 . Article 10 is amended to read as follows :
10 . Dissolution. Upon dissolution of the
corporation and after _.payment of all debts and
satisfaction of all liabilities and obligations of the
corporation (or making adequate provision therefor) ,
and after the return, transfer or conveyance thereof
because of the dissolution of the corporation, any
remaining assets of the corporation shall be disposed
of exclusively for the charitable purposes of the
corporation by distributing such assets to the City of
Cape Girardeau, Missouri , if then in existence, and,
if not in existence, then to its successor or
successors , to be used for a public purpose, provided
that such successors be governmental units or
organizations organized and operated exclusively for
charitable purposes as shall at the time qualify as
. exempt organizations under Section 501(c� (3) of the
Internal Revenue Code of 1986 , as amended (or the
corresponding provision of any future United States
Internal Revenue Law) . If no such successor is then
in existence, any , remaining assets shall be
distributed to such organization or organizations
organized and operated exclusively for charitable
purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c) (3)�
of the Internal Revenue Code of 1986 , as amended (or
the corresponding provision of any future United
States Internal Revenue Law) . All distributions upon
dissolution shall be in accordance with a plan of
distribution duly adopted in the manner provided by
law; provided, however, that no distribution shall be
made (i) which would violate the statutes of Missouri
then in effect, or (ii) except in furtherance of the
charitable purposes of the corporation. The foregoing
shall constitute the plan of distribution upon
dissolution of the corporation.
IN WITNESS WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be eaecuted in its name by its
President and its Secretary this 26th day of January, 1993 .
CAPE GIRARDEAU, MISSOURI
PARKS DEVELOPMENT FOUNDATION
� ��By ^���/�-�
President
(SE� )
AT T:
�
Secretary
-2-
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF CAPE GIRARDEAU)
� /l
I , �C.tc/�2 C,ovi�"QG� , a Notary Public in and for said
State, do hereby certify that on this 26th day of January,
1993 , personally appeared before me Judith R. Wilferth and
Jackie Todd, who being by me first duly sworn, declared that
they are the persons who signed the foregoing document as
President and Secretary, respectively, of the Cape Girardeau,
Missouri Parks Development Foundation, and that the statements
therein contained are true, and acknowledged that they executed
said document as their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal .
Not y Public - State of Missouri
Commissioned in Cape Girardeau
County
My commission expires : ,,,,��€;e��ta�
NOTARY PUBUC STATc QF MISSOURI
COUNTY OF CaPE GiRAR�EAU
MY COI�iMiSSlOV EXPIRES NOV t S. t 996
-3- •
EXHIBIT B
RESOLUTION APPROVING ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF THE 'CAPE
GIRARDEAU, MISSOURI PARKS DEVELOPMENT
FOUNDATION, AND REQUESTING THE APPROVAL BY
THE CITY COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI OF SUCH ARTICLES .
WHEREAS, the Cape Girardeau, Missouri Parks Development
Foundation (the "Corporation" ) desires to amend its Articles of
Incorporation in order to clarify the purposes for which its
assets may be used upon dissolution of the Corporation; and
WHEREAS, the Articles of Incorporation of the Corporation
require the approval of the Board of Directors of the
Corporation and of the City Council of the City of Cape
Girardeau, Missouri in order to amend said Articles;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CAPE GIRARDEAU, MISSOURI PARKS DEVELOPMENT FOUNDATION, AS
FOLLOWS:
Section 1. Approval of Articles of Amendment . The Board
of Directors hereby approves the Articles of Amendment to the
Articles of Incorporation of the Corporation in the form
attached hereto as Exhibit A, and authorizes the appropriate
officers of the Corporation to execute said Articles of
Amendment . The appropriate officers of the Corporation are
hereby authorized and directed to file said Articles of
Amendment with the Secretary of State of Missouri upon approval
of said Articles of Amendment by the City Council .
Section 2 . Request for Approval . The Board of Directors
hereby requests that the City Council approve the Articles of
Amendment in the form attached hereto and authorize the filing
thereof with the Secretary of State of Missouri .
Section 3 . Effective Date. This Resolution shall take
effect immediately upon its adoption by the Board of Directors .
Adopted by the Board of Directors of the Cape Girardeau,
Mis�uuri Parks Development Foundation this 26th day of January,
19Q� .
� �
(Seal) President
A���ST: .
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cretary