| Incorporated in California in 1975 |
ARTICLES OF INCORPORATION
|(a) Powers of this Corporation.|
The powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a governing body, to be known as the Board of Directors, in accordance with the Bylaws.
(b) Number of Directors.
The number of Directors (elected and appointed officers) of this Corporation shall be a minimum of five (5) up to a maximum of eleven (11).
(c) The First Directors.
The names and addresses of the persons who are to act in the capacity of first Directors are:
|JOE HARRIS||4162 Rochester Road |
San Diego, California 92116
|HARRY EASTMAN|| 3716 Crown Point Drive |
San Diego, California 92109
|TOM BECEA|| 110 West "C" Street |
San Diego, California 92101
|TOM BOREN|| 4172 Balboa Way
6304 Caminito Flecha
San Diego, California 92111
(d) ACTION BY CONSENT OF BOARD WITHOUT MEETING.|
Any action required or permitted to be taken by the Directors under any provision of law may be taken without a meeting, if all Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as the unanimous vote of such Directors
(e) ELECTION, TENURE, COMPENSATION, ETC., OF DIRECTORS.
The manner in which Directors shall be chosen and removed from office, their qualifications, powers, duties, compensation, and tenure of office, the manner of filling vacancies on the Board, and the manner of calling and holding meetings of Directors, shall be as stated in the Bylaws.
(f) NON-LIABILITY OF DIRECTORS.
Directors shall not be personally liable for the debts, liabilities, or obligations of the Corporation.
The qualifications of members of the Corporation, the different classes of membership, if any, the property, voting and other rights and privileges of members, shall be as stated in the Bylaws. Provided, however, that if the voting, property or other rights or interests, or any of them, be unequal, the Bylaws shall set forth the rule or rules by which the respective voting, property or other rights or interests of each member or class of members are fixed and determined.
(b) NON-LIABILITY OF MEMBERS.
Members of this Corporation are not personally liable for the debts, liabilities, or obligations of the Corporation.
The Council shall be dissolved only at a Council or special meeting for which proper notice has been given to the board. Proper notice is defined as being no less than 14 days in advance of the meeting date. This notice must include a statement that the purpose of the meeting is to dissolve the Council.
Dissolution of the Council may be approved by a two-thirds (2/3) vote of the Board of Directors where a quorum is present.
(c) Distribution of Assets.
It is expressly understood that this organization is a nonprofit corporation, organized under the nonprofit corporation laws of the State of California. No part of the net income or assets of this organization shall ever inure to the benefit of any board member or to the benefit of any individual.
Upon the dissolution of the Council, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Council, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for the same or similar purposes as the Council and which has established its tax exempt status under 501(c)(3) or 501(c)(7) of the Internal Revenue Code.