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PFC Articles of Incorporation PILED JUN 0 ARTICLES OF INCORPORATION CUPERTINO PUBLIC FACILITI[q COR~TIOH The name of this corporation ts the Cupertino Publlc Facilities Corporation. II. A. This corporation ts a nonprofit public benefit corporation and 1s not organized for the private gain of any person. It ts organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. B. l'he purposes for which this corporation is formed are: (1) The specific and primary purposes for which this corporation t s formed are: a. To render financial assistance to the City of Cupertino, State of California (the 'City'), by financing, refinancing, acquiring, constructing, improving, leasing and selling buildings, building improvements, equipment, electrical, water, sewer, road and other public improvements, lards, and any other real or personal property for the benefit of residents of the City and surrounding areas. b. To acquire by lease, purchase or otherwise, real or personal property or any interest therein; to construct, reconstruct, modify, add to, improve or otherwise acquire or equip buildings, structures or improvements and (by sale, lease, sublease, leaseback, gift or otherwise) make any part or all of any such real or personal property available to or for the benefit of the residents of the City. c. To promote thc cmmnon good and general welfare of the residents of the City, and the governmental enterprises in the City and surrounding areas by the acquisition of the real and personal property as hereinabove described. d. To borrow the necessary funds to pay the cost of financing, refinancing, acquiring, constructing, replacing, establishing, improving, maintaining, equlpptrg and operating ' such properties and facilities for the herein described purposes, the indebtedness for which borrowed money may, but need not. be evidenced by securttles of thts corporltton of any ktnd or Character tssued 4t Iny one or ~ore ttees, uhtch m~Y be etther unsecured or secured by any Eortgageo trust deed, oledge, encumbrance or other 1ten upon any part or 0¢ the properties and assets at any ttme then or thereafter ovned or acqutred by thts corporation. e. To recetve 11mtted or conditional gtfts or grants in trust, tater vivos, or by ray of testamentary devtses, bequests or g-~h'~s~rust, or othervtse, funds of a11 ktnds Including property, both real, personal and mtxed, vhether principal or tncome, tangible or Intangible, present or future, vested or conttngento tn order to carry on the purposes of thts COrporation. (2) The general purposes and powers are to have and exerctse all rtghts and povers ~ or hereafter conferred on nonprofit corporations under the laws of the State o~ Ca]tfornta: provided, hoverer, that thtS COrpOration shall not, except to an Insubstantial degree, engage tn any ~ctlvtttes or exercise any powers that are not in furtherance of the specific and primary purposes uf thts corporation; provided, further, that thts corporation shall not have the power to, and shall not, do any act or conduct any activity, plan, scheme, design or course of conduct ~hich in any way conflicts ~tth Sections $0t(c)(3) or 50~(c)(4) of the Znter~al Revenue Code of ~g54, as amended, a~ regulations pronulgated pursuant to such Sections as they now exist or as they may hereafter be amended. The n~me and address In the State of California of this corporation's initial agent for service of process ts: Mr. Blaine Snyder Director of Finance City of Cupertino 10300 Torte Avenue Cupertino, CA gSO14 IV. The Count) ~n the State o~ California where the g~n¢~le offices fo~ the t~ansaction of the business of this co~po~ation is Santa Clara County. The 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 any director, officer or member thereof or to the benefit of any private person. ., . ~ , ,~.T,., %~-~ ......... ._ V. ~. This corporation ts organized and o~erstnd by a group of public spirited citizens exclusively for charitable purposes wlthtn the meantng of Section S01(c)(4) of the Internal Revenue Code of 1954, as a~ended. B. Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt form federal income tax under Section ~01(c)(4) of the ~nternal Revenue Code of 1954, as amended. C. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this cornoratton shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for political office. VI. A. During the continuance of this corporation, it may distribute any of its assets to the United States of America, the State of California, or any political subdivision thereof, to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purpose and which has established its tax-exempt status under Section S01(C}(3) or S01(C)(4) of the Internal Revenue Code o~ lgS4, as amended. B. Upon the dissolution or winding up of this corporation, its assets remaining after payment of, or provision made for the payment of, all debts and liabilities of this corporation, shall be distributed to the United States of America, the State of California, or any political subdivision thereof, or to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax-exempt status under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code of 1954, as amended. IN #ITt([SS IMERLOF, the undersSgned, betng the tnco~rit~ of ~hts · ~ltt~, has exe~t~ these Arttcles of lnco~ratlon, thts Mth d~ of ~, 198~. : BYBrt~n D. ~tn ~ ~ Jncorpor · X he~bj declare that I ~ the person vho executed the foregoing Artfcles of Inco~,'atton, ~tch execution ts By ~ct and deed. , . ::: ~rf~n O. ~t, Incorporator ' : ; .. ACTION BY WRITTEN CONS£#T OF INCORPORATOR CUPERTINO PUBLIC FACILITIES CORPORATION The undersigned, as sole Incorporator of thts publlc bene¢tt corporation, took the below stated actton on June 2, 1986, at 7:00 p.m., at the offtces of the City of Cupertino. California pursuant to Section 5134 of the California Corporations Code for the purpose of electtng tntttal directors and setting the time and place for the organ.Tzattonal meeting. It was noted that the Arttcles of Incorporation kere duly filed vtth the Secretary of State of California earlter on dune 2, 1986 and that COrporation number was assigned to this corporation. RESOLVEO, that the following persons be selected as the tnltial directors of the corporation: John M. Gatto Phtllp N. Johnson John J. Plungy, Jr. Barbara A. Rogers I~. Reed Sparks BE ZT FURTHEP RESOLVED, that the organizational meettng of the corporation be helc~ on June 2, 1986, at 7:00 p.e., at the offtces of the Ctty of Cupertino, California, and that the nottce of such meettng sent to the tn~ttal directors and other Interested persons by Mr. Blatne Snyder, ts hereby approved and ratified. All further organizational matters betng left for the new directors to take actton upon, the meeting was adjourned.