Santa Monica Canyon Civic Association

Minutes - Special Board Meeting of May 4, 2004

Minutes

Board of Directors of Santa Monica Canyon Civic Association
Special Meeting of May 4, 2004

The special meeting of the Board of Directors of the Santa Monica Canyon Civic Association was called to order by the president, George Wolfberg, at 6:45 PM in the Gymnasium of the Rustic Canyon Recreation Center, 601 Latimer Road, Santa Monica, California, 90402.
Attendance:
Members: Barbara Archibald, Jill Baldauf, Elizabeth Bradshaw, Shirley Fischer, Quentin Fleming, Judy Golden, Joan Graves, Leslie Hope, Babs Lebowsky, Greer Macready, Lucinda Mittleman, Steve Richards, Jill Soffer, Cynthia Winter, George Wolfberg, Asta Young.
Guest:: Debbe Adamson
Excused: Jeannie Gold, Marilyn Wexler
1. Introductions. The introductions were waived in the interest of time.
2. Approval of Minutes. The Minutes of the regular Board meeting of April 20 were approved as submitted.
3. Consideration and Adoption of Restated Articles of Incorporation. George Wolfberg explained that our Articles of Incorporation [“Articles”] originally were adopted in 1947 and preceded the adoption of Section 501 (c) (3) of the Internal Revenue Code by about seven years. The bylaws clearly explain our nonprofit nature and we have been a California tax-exempt corporation since 1978. [California Corporation No. 0213950]. However, the Articles do not contain text necessary to achieve federal 501 (c) (3) status and do not conform to wording now mandated by the California Secretary of State. George believes our best option is to file Restated Articles of Incorporation with the Secretary of State and, once certified by the state, to submit the Restated Articles to the IRS in order to complete our Application for Recognition of Exemption Under Section 501 (c) (3) of the Internal Revenue Code. George also explained that the mandatory provisions for Articles set forth by the Secretary of State and the IRS are different and that, after
discussion with the Secretary of State [Mr. Norton of the Exempt Unit], it is his recommendation we use the provisions required by the IRS where there are conflicting instructions.
Cynthia Winter made the following motion:
I MOVE THAT THE BOARD APPROVE THE RESTATED ARTICLES OF INCORPORATION FOR THE SANTA MONICA CANYON CIVIC ASSOCIATION, URGE THE MEMBERS TO ALSO APPROVE AND AUTHORIZE THE PRESIDENT AND SECRETARY TO SIGN AND SUBMIT THE DOCUMENT TO THE SECRETARY OF STATE FOR CERTIFICATION AND THEN TO THE IRS TO COMPLETE OUR 501 (C) (3) APPLICATION AND, FURTHER, THAT THE PRESIDENT IS AUTHORIZED TO MAKE ANY MINOR CHANGES TO THE DOCUMENT AND TO THE APPLICATION IF REQUIRED BY THE SECRETARY OF STATE OR IRS.
The motion was seconded by Barbara Archibald and adopted by the following vote:
Ayes – 16
Nays – 0
4. Adjournment: There being no further business, the special meeting was adjourned at 6:53 PM.