Santa Monica Canyon Civic Association

RESTATED ARTICLES OF INCORPORATION

New Articles of Incorporation require Board and Member approval

ARTICLES OF INCORPORATION
OF
SANTA MONICA CANYON CIVIC ASSOCIATION
I
The name of this corporation is Santa Monica Canyon Civic Association.
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 of the State of California for public and charitable purposes. This corporation is organized exclusively for charitable and educational purposes 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 corresponding section of any future federal tax code.
B. The specific purpose of this corporation is:
(1) To promote the economic, civic and social welfare of the residents of Santa Monica Canyon, and
(2) To guard the mutual interests of said residents.
C. The general purposes and powers of this corporation are as follows:
(1) To sue and be sued;
(2) To make contracts;
(3) To receive property by devise or bequest, subject to the laws regulating the transfer of property by will, and to otherwise acquire and hold all property, real or personal, including shares of stock, bonds, and securities of other corporations;
(4) To act as trustee under any trust incidental to the principal objects of the corporation, and to receive, hold, administer and expend funds and property subject to such trust;
(5) To convey, exchange, lease, mortgage, encumber, transfer upon trust, or otherwise dispose of all property, real or personal;
(6) To borrow money, contract debts and issue bonds, notes and debentures to secure the payment or performance of its obligations; and
(7) To do all other acts necessary or expedient for the administration of the affairs and the attainment of the purposes of the corporation, and to otherwise have and exercise all rights and powers conferred on nonprofit corporations under the laws of California.
III
The name and address in the State of California of this corporation's initial agent for service of process is:
Name Theodore Wolfberg
Address 2001 Wilshire Boulevard, Suite 205
City Santa Monica State CALIFORNIA Zip 90403
IV
This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c) (3), Internal Revenue Code.
V
The property of this corporation is irrevocably dedicated to charitable purposes.
VI
The county in the State of California where the principal office for the transaction of the business of this corporation is located is Los Angeles County.
VII
The authorized number and qualifications of directors and members of this corporation, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability to dues or assessments and the method of collection thereof, shall be set forth in the bylaws of this corporation.
VIII
No part of the net earnings or assets of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization 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 the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
IX
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or 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 disposed of shall be disposed of by the Superior Court of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
X
The bylaws adopted by the membership on May 21, 2002 shall continue in effect until amended or repealed as provided by the bylaws.
3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of the members.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
DATE: May 4, 2004