1967/08/08 Golf Course Corporation Other r'+r'a ff-1
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WJML:RFao 6/30/67 20c
ENDORSED
FILED FILED
in the office of the Sweaty
of the Slots of Cofiforniq
DgC 211967 ARTICLES OF INCORPORATION AUG 2 81967
tUGENL u. WILLIAMS,Co.Cler FRAM M. 10RDAN, Secretary of State
OF BY JAMES E. HARRIS
3Yr----Fi}YTFtF SOHLF- — DePut►
mm/ efTY OF ROHNERT PARK GOLF COURSE CORPORATION
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned,
have this day voluntarily associated ourselves together for the
purpose of forming a corporation under the General Nonprofit Cor-
poration Law cf the State of California.
AND WE HEREBY CERTIFY:
FIRST That the name of said Corporation shall be
City of Rohnert Park Golf Course Corporation.
SECOND. The specific and primary purposes for which this
Corporation is formed are as follows :
1. To render financial assistance to the City of Rohnert Park,
California, a municipal corporation organized and existing
under the laws of the State of California, (herein referred
to as "City ") by financing, acquiring and constructing a
public golf course and recreation facility in the City ,
2 . To acquire, by lease, purchase or otherwise, real estate
located in the City or any interest therein; to construct
or otherwise acquire and/or equip buildings, structures or
improvements thereon which may be utilized for public golf
course and recreation purposes and (by sale, lease, sub-
lease or otherwise ) make any part or all of such properties
available to or for the benefit of the public, the City or
any one or more departments , commissions or agencies of
the City .
3. To promote the common good and general welfare of the City,
and the inhabitants and commercial and other enterprises of
the City and the surrounding territories in the City, by
providing the aforesaid facilities as hereinbefore described.
4. To borrow the necessary funds to pay the cost of acquiring,
constructing, maintaining and operating such properties and
facilities, the indebtedness for which borrowed money may
be evidenced by securities of this Corporation of any kind
or character issued at any one or more times, which may be
either unsecured or secured by any mortgage,, trust deed or
other lien upon any part or all of the properties and assets
at any time then or thereafter owned or acquired by this
Corporation..
5 . To conduct its business and affairs so as to ultimately vest
in the City all right, title and interest of this Corporation,
in or to all of its properties and assets (subject only to
any liens, charges or encumbrances that may then exist there-
on and also subject to any rights or claims of any creditors
of this Corporation ), in order that the City may acquire
such properties and assets either without any consideration
on its part or upon such other basis as may be mutually agreed
upon by this Corporation and the City, provided that whenever
this Corporation shall have fully paid all of its indebted-
ness incurred in connection with the issuance of its bonds to
be issued initially in order to finance the construction of
said public golf course and recreation facility (otherwise
than in connection with any refunding or refinancing of such
bonds ) , then upon the request of the City this Corporation
shall effect a transfer to the City of all of the properties
and affairs of the Corporation, subject to any liens, charges
or encumbrances which may then exist thereon and also subject
to any then existing rights of any creditors of the Cor-
poration.
6 . To conduct the business and affairs of this Corporation so
that no profit or income from the operation thereof shall
inure to any member of this Corporation and no distribution
shall ever be made of any of the properties or assets of this
Corporation to any member thereof.
The general purposes and powers are to have and exercise all
rights and powers conferred on nonprofit corporations under the
laws of the State of California, provided, however, that this
Corporation shall not, except to an insubstantial degree, engage
in any activities or exercise any powers that are not in further-
ance of the primary purposes of this Corporation.
THIRD; Disposition of Assets .
All of the assets of the Corporation shall be held in trust
for the purposes herein mentioned, including the payment of all
of its liabilities and the ultimate transfer without consider.•a-
tion to the City of all such assets remaining after the payment
of all such liabilities . Upon the winding up and dissolution of
the Corporation, all of its assets remaining after the payment
of all of its liabilities shall vest in and be transferred to the
City.
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FOURTH: Members .
The members of this Corporation shall consist of those per-
sons who shall at the time constitute the members of the Board
of Directors hereof.
FIFTH: Members Meetings .
The annual and other meetings of members of this Corporation
shall be held at such time and place and upon such notice (if
any ) as shall, in accordance with applicable law, be prescribed
by the Bylaws of this Corporation; provided, that the initial
meeting thereof may be held at such time or place as may mutually
be agreed upon by the then existing members .
SIXTH: Directors .
Section 1 . NUMBER OF DIRECTORS, The number of members of
the Board of Directors shall be three, and a majority of the
members of the Board of Directors will constitute a quorum for
the transaction of. business . The act of a majority of the said
quorum of the Board of Directors shall be the act of the Board.
Section 2. INITIAL DIRECTORS ; ELECTION OF DIRECTORS AND
TENURE. Each of the persons named below shall serve as a di-
rector of this Corporation until the annual meeting of the year
set forth after his address or until his successor shall have
been elected and shall have qualified:
Year of
Name of Director Address Annual. Meeting
James W. Harris 300 Alden Avenue 1963
Roht.ert Park,
California
Donald L. Davis 256 Alden Avenue 1969
Rohnert Park,
California
Lawrence S. Swenson 7890 Burton Avenue 1970
Rohnert Park,
California
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At the annual meeting of members in 1968 and at each annual meeting
thereafter a successor to each director whose term has expired shall
be elected to serve until the next annual meeting or until his suc-
cessor shall have been elected and shall have qualified. Except
to the extent that the Bylaws may provide that any vacancy created
by the removal of a director elected by the members may be filled
by the vote of the members, if the office of any director becomes
vacant the remaining directors in office, by a majority vote, may
appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until his successor shall have
been elected and shall have qualified .
Notwithstanding the foregoing, at any time or times that an
event of default occurs under any indenture under which bonds have
been issued by this Corporation, the holders of all of the then
outstanding bonds of any kind of the Company, voting as a class
shall have the right (until such right is terminated as hereinafter
provided) at each meeting thereafter held for the purpose of elect-
ing directors to elect two-thirds of the number of directors then
constituting the whole Board of Directors of this Corporation and
in the event that the total number then constituting the whole
Board of Directors divided by three is not a whole number, said
bondholders may elect that number of directors which shall be nearest
to but not less than two-thirds of the number of directors then con-
stituting the whole Board of Directors and the remaining directors
shall be elected by the members of this Corporation also voting
separately as a class , Directors elected by the bondholders shall
not be considered to be members of this Corporation for the purpose
of determining the members who are entitled to elect those directors
who are not to be elected by the bondholders, and, notwithstanding
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anything to the contrary in the Bylaws or elsewhere, a director
elected by the bondholders may not be removed from office by the
members or by the directors elected by the members .
After such voting rights shall become vested in the bond-
holders ;and so long as the bondholders have not elected directors
as aforesaid subsequent to such vesting) a proper officer of the
Corporation shall call a special meeting of the members and bond-
holders for the purpose of electing directors upon the written
request of the holders of 25% or more of the principal amount of
the bonds then outstanding addressed to the Secretary of this
Corporation. The term of office of each director in office at
any time when voting rights shall become vested in the bondholders
as aforesaid shall terminate upon the election of his successor
at any meeting of members and bondholders at which directors are
elected.
Any such special meeting of bondholders and members for the
purpose of electing directors may be called upon the notice to
members required for an annual meeting of the members of the
Corporation and upon the notice to bondholders hereafter speci-
fied and shall be held at the earliest practicable date in the
City at the place specified in the notice, but may be held at the
time and place of the annual meeting if such annual. meeting is
to be held within twenty days after such voting rights shall
become vested in the bondholders . If any such meeting shall
not be called within fifteen days after mailing of the said writ-
ten request by registered mail addressed to the Secretary of this
Corporation at its principal office or if notice of any annual
meeting of members is not mailed to the members within fifteen
days prior to the minimum period permitted by the Bylaws of this
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Corporation for the mailing of such notices and is not given to
the bondholders in the manner hereinafter specified, then the
holders of record of at least 10% in amount of the bonds then
outstanding may designate in writing one of their number to call
and give notice of such meeting and such meeting shall be called
and notice thereof shall be given by such person so designated
and shall be held in the City at the place specified in the
notice. Any bondholder so designated shall have access to the
books of the Corporation and of the registrar of the bonds for
the purpose of causing a meeting to be so called.
With respect to any meeting so called and any other meeting
of members held for the purpose of electing directors at which
the bondholders shall have the right, voting separately as a
class , to elect directors as aforesaid, bondholders shall be
entitled to notice of such meeting in the manner hereinafter
specified, may vote either in person or by proxy at such meeting
and the presence in person or by proxy of the holders of one
third of the principal amount of the then outstanding bonds
shall be required to constitute a quorum for the election of
directors by the bondholders as a class . At any such meeting
held for the purpose of electing directors each holder of bonds
shall be entitled to one vote with respect to each director to
be elected by the bon.dnoiders for each full $1,000 bond held by
him. Notices of such meetings to be given to bondholders shall
be mailed to the holder of each fully registered bond or of
each bond registered as to principal at the address of such
holder then appearing on the books of the registrar cf such bonds
within the time required for the mailing of notices of annual
meetings to the members of this Corporation. In addition, at
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any time that a notice of meeting is to be given to bondholders
and one or more coupon bonds of the Corporation not registered
as to principal are outstanding, notice to the holders of such
coupon bonds shall be given by publication thereof at least once
not less than ten nor more than thirty-five days prior to the
meeting in a financial newspaper orjournal printed in the
English language and customarily published on each business
day, of general circulation in the City. Notices of meetings
to bondholders shall state that the meeting is for the purpose
of electing directors and shall state the number of directors to
be elected by the bondholders .
At any such meeting or adjournment thereof (a) the absence
of a quorum of the bondholders shall not prevent the election
of the directors to be elected by the members; (b) the absence
of a quorum of members shall not prevent the election of the
directors to be elected by the bondholders; and (c) in the ab-
sence of such quorum either of the bondholders or members, a
majority of either the bondholders or of the members, whichever
group lacks a quorum., shall have power (after the other business
specified in the notice has been transacted) to adjourn the
meeting for the purpose of electing the directors which they
are entitled to elect, from time to time, without notice other
than an announcement to the meeting, until a quorum shall be
present .
At such time as all defaults under said Indenture have been
cured such right of the bondholders to vote and to be represented
at, and to receive notice of s.uc)- meetings, shall terminate
(subject to revesting in the event of each and every other sub-
sequent default of the character above mentioned) and the term.
410
of office of any director elected by the bondholders as a class
shall be terminated.
Notwithstanding anything to the contrary the power or rights
so conferred upon the bondholders by this Section 2 of Article
Sixth shall not be diminished as to bonds at any time outstand-
ing except by an amendment of the Articles approved by the vote
or written consent of the holders of two-thirds in principal
amount of the then outstanding bonds
SEVENTH: Principal. Office.
The county in this State where the principal office for the
transaction of the business of this Corporation is located is
Sonoma County,
EIGHTH: Liability of Members .
The members shall not be individually liable for the debts
of or the payment of fees to this Corporation or subject to
assessment by this Corporation.
NINTH: Incorporators .
The name and post office address of each of the incorporators
is as follows ;
Name Address
James W. Harris 3GG Alden Avenue
Rohnert Park,
California
Donald L. Davis 256 Alden Avenue
Rohnert Park,
California
Lawrence S. Swenson 7890 Burton Avenue
Rohnert Park,
California
TENTH: Amendments
These Articles of Incorporation may be amended from time
to time in the manner provided by applicable law.
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IN WITNESS WHEREOF, the undersigned incorporators/ and
directors ha a hereunto set their hands this L 1 day of
� .� r.� a 1967.
If
l— t1/ /t 4,4, 1
JAMES W. HARR
DONALD L. DAVIS
./
LAWRENCE S. SWENSON
i"
STATE OF CALIFORNIA
SS
County of Sonoma
c n this g a760247d y of1967, before me,
tool 4,e)N -Ns�; , a Notary Public in
and for the County of Sonoma, State of California, residing
therein., duly commissioned and sworn, personally appeared
JAMES W. HARRIS, DONALD L. DAVIS, and LAWRENCE S. SWENSON,
known to me to be the persons whose names are subscribed to
the foregoing Articles of. Incorporation, and acknowledged to
me that they executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name
and affixed my official seal the day and year in this certificate
first above written.
e 4U3
`c�n • Epi.SON Notary Public in and for the
"'R0� PNN 1�Ay''faRN1Ps.
County of Sonoma, State of California
GP f��,,,c �`E ON
'‘::� U�0 rtNi`v n- N�1 ...••�• CAROL ANN HIXSON
:-'' ?%
S 4apAA C My Commission Expires March 29, 1970
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