Reso 1047-12/1997RESOLUTION NO. 1047
A RESOLUTION OF THE BOARD OF DIRECTORS
OF THE VALLECITOS WATER DISTRICT
AUTHORIZING THE FORMATION OF THE
VALLECITOS WATER DISTRICT FINANCING CORPORATION
AND AUTHORIZING CERTAIN RELATED ACTIONS
WHEREAS, in order to facilitate the financing of facilities for the use and benefit of the
Vallecitos Water District (the "District"), the District desires to cause the formation of the Vallecitos
Water District Financing Corporation, a nonprofit public benefit corporation (the "Corporation");
WHEREAS, the Board of Directors of the District (the "Board") has been presented with
the form of the Articles of Incorporation for the Corporation (the "Articles of Incorporation") and
the Bylaws for the Corporation (the "Bylaws"), and the Board has examined and approved such
documents and desires to authorize and direct the execution and filing thereof; and
WHEREAS, all acts, conditions and things required by the Constitution and laws of the
State of California to exist, to have happened and to have been performed precedent to and in
connection with the actions authorized hereby do exist, have happened and have been performed in
regular and due time, form and manner as required by law, and the District is now duly authorized
and empowered, pursuant to each and every requirement of law, to consummate such actions for the
purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Vallecitos
Water District as follows:
Section 1. All of the recitals herein contained are true and correct and the Board so finds.
Section 2. The formation of the Corporation is hereby approved, and the Articles of
Incorporation and Bylaws, in substantially the form presented to this meeting, are hereby approved.
Section 3. The Assistant General Manager of the District (the "Assistant General
Manager") is hereby authorized and directed to act as sole incorporator of the Corporation and, in
so acting, is hereby authorized and directed to execute, and file or cause to be filed with the
California Secretary of State, the Articles of Incorporation in substantially the form presented to this
meeting, with such changes therein as the Assistant General Manager may require or approve, such
approval to be conclusively evidenced by the execution and filing thereof.
Section 4. The Assistant General Manager, acting as sole incorporator of the
Corporation, is hereby authorized and directed to adopt as the bylaws of the Corporation the Bylaws
in substantially the form presented to this meeting, with such changes therein as the Assistant
General Manager may require or approve, such approval to be conclusively evidenced by the
adoption thereof.
Resolution No. 1047
Page 2
Section 5. The Assistant General Manager is hereby authorized and directed to execute
and file, or cause to be filed, such documents and forms with such governmental authorities as are
necessary to complete the formation of the Corporation and to establish its status as a tax-exempt
entity, including and Exemption Application to the State Franchise Tax Board (Form FTB 3500) and
Power of Attorney relating thereto (Form FTB 3520), Federal Forms Nos. 1024 (Application for
Recognition of Exemption under Section 501(c)(4), 2848 (Power of Attorney) and SS-4 (Application
for Employer Identification Number).
Section 6. The officers and employees of the District are hereby authorized and directed,
jointly and severally, to do any and all things which they may deem necessary or advisable in order
to consummate the actions herein authorized or otherwise to carry out, give effect to and comply
with the terms and intent of this Resolution.
Section 7. All actions heretofore taken by the officers, employees and agents of the
District with respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 8. This Resolution shall take effect immediately upon its date of adoption.
PASSED, APPROVED AND ADOPTED by the Board of Directors of the
Vallecitos Water District at a regular meeting held on this 17th day of December, 199, by the
following roll call vote:
AYES: Cruz, Davy, Ferguson, Hannan, Mason
NOES:
ABSENT:
ABSTAIN:
Paul A. Davy, Pr ident
Board of Directors
Vallecitos Water District
ATTEST:
William W Rucker, Secretary
Board of Directors
Vallecitos Water District