BEVERLY HILLS COMMUNITY ACCESS CORPORATION
BOARD OF DIRECTORS MEETING
MINUTES
Specially scheduled meeting called by the Secretary, Phillip
Scheid, for the purpose of resolving final matters in
connection with the dissolution of the corporation. The meeting
commenced on Tuesday, November 14, 1995 at 6:00 P.M. in the
conference room of Scheid Realty, 9454 Wilshire Blvd., 6th
Floor, Beverly Hills, CA 90212. A quorum present, the meeting
started as scheduled.
PRESENT: Victor Weiner, Paulette Storm, Joan Quinn, Lionel
Furst and Phillip Scheid.
ABSENT: John Fitzpatrick.
SECRETARY'S REPORT: The minutes of the May 9, 1995 specially
scheduled meeting were approved as submitted. Paul Steinbaum,
the former station master, filed a complaint for wages with the
California State, Department of Industrial Relations. The
Secretary appeared at the hearing on behalf of the corporation.
Mr. Steinbaum's request for 18 days paid vacation was modified
to 11.5 days; his request for severance denied and his
complaint for final earned wages paid 2 months late for
confirmed with an award of $3,600.00 ($1,800/00 for each
month). It should be noted that the delay was the result of the
City of Beverly Hills's late disbursement since BHTV had no
funds as of the date the City took possession of the premises
and ceased funding for BHTV.
It is noted that this claim is against BHTV, not the City.
Further, Mr. Steinbaum has advised that he will proceed against
the City of Beverly Hills in small claims court for severance
pay denied in the above hearing. His claim will total $2,400.00
representing 4 weeks severance.
TREASURER'S REPORT: The present bank balance is approximately
$5.00. All former employees have signed and returned the
release forms and have received all wages due. Paul Steinbaum
is the only exception as reported by the Secretary. The
following accounts constitute the balance of liabilities for
the corporation:
1. $750.00: Heller & Broida, final accounting fees.
2. $621.00: Roger Martin, final wages.
3. $2,832.00: Baker & Romero, Directors & Officers Ins.
4. $4,950.00: Paul Steinbaum final wages.
OLD BUSINESS:
MOTION: The following ELECTION TO WIND UP AND DISSOLVE the
corporation was made by the Secretary:
1. Election to Wind Up and Dissolve.
WHEREAS, it is in the best interests of this
corporation that this corporation be wound up and
dissolve by approval of its board of directors;
WHEREAS, this corporation has no members and Section
6610 of the California Corporations Code permits such a
nonprofit corporation to elect to voluntarily wind up
and dissolve by approval of its board of directors;
NOW, THEREFORE, IT IS HEREBY RESOLVED, that the
officers and directors of this corporation are
authorized and directed to take appropriate measures to
wind up and dissolve this corporation.
RESOLVED FURTHER, that the President and Secretary of
this corporation or a majority of the directors in
office are authorized and directed to execute and
verify a Certificate of Election to Wind Up and
Dissolve in accordance with the provisions of Section
6611 of the California Corporations Code, and to cause
that certificate to be filed with the Secretary of
State and a copy of that certificate to be filed with
the Attorney General for the State of California.
RESOLVED FURTHER, that on commencement of proceedings
to wind up the corporation, the officers of this
corporation are authorized and directed to file Form
FTB 3555, Request for Tax Clearance, with the
California Franchise Tax Board.
RESOLVED FURTHER, that on commencement of proceedings
to wind up the corporation, the officers of this
corporation are authorized and directed to prepare and
file such other documents and take such other action as
may be necessary or advisable in connection with the
winding up and dissolution of the corporation.
2. Plan of Liquidation/Distribution of Assets
WHEREAS, the corporation currently holds the assets
listed in Exhibit A attached hereto (the estimated fair
market value of which assets is $439,569.00, and has
satisfied all of its known debts and liabilities other
than (i) obligations to the City of Beverly Hills
("city"), and (ii) claims for severance pay to former
employees in an amount not exceeding $9,153.00.
The City has agreed to advance on behalf of the
corporation the amount of any such severance claims,
and recognizes that by accepting a distribution of the
assets of the corporation subject to the corporation's
debts to the City the City's claims against the
corporation will be cancelled as a matter of law
upon distribution of the assets.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that all known
debts and liabilities of the corporation are provided
for or paid.
RESOLVED FURTHER, that this corporation shall set aside
in reserve the amount of $200 in cash for the payment
of estimated expenses, taxes, unascertained or
contingent liabilities, and expenses and costs of
winding up, distribution of assets, and dissolution.
RESOLVED FURTHER, that after (i) paying or adequately
providing for all its known debts and liabilities,
(ii) setting aside the amount of the reserve fund
referred to above, and (iii) complying with the
provisions of Section 6716 of the California
Corporations Code (i.e., securing from the Attorney
General a written waiver of objections to the
disposition), all corporate assets remaining on hand
shall be distributed, in conformity with the provisions
of this corporation's Articles of Incorporation, to the
City of Beverly Hills.
RESOLVED FURTHER, that the president and secretary of
this corporation are authorized, empowered, and
directed to execute and deliver in the name of and on
behalf of the corporation such deeds, assignments, or
other instruments of transfer as may be deemed
necessary or proper and, in general, the officers and
directors of this corporation are authorized,
empowered and directed to do any and all acts and
things necessary to carry out, perform, implement, and
consummate the above-described distribution and to wind
up the corporate affairs and dissolve this corporation,
including but not limited to, filing a Certificate of
Dissolution in accordance with the provisions of
Section 6615 of the California Corporations Code.
3. Use of Equipment.
WHEREAS, this corporation has ceased doing business and
has no current or anticipated use for the equipment
which it owns;
WHEREAS, all assets of this corporation will upon
dissolution be distributed, pursuant to this
corporation's Articles of Incorporation, the the City of
Beverly Hills ("city"); and
WHEREAS, all known debts and liabilities of the
corporation are paid or have been provided for by
arrangement with the City;
NOW, THEREFORE, IT IS HEREBY RESOLVED, that pending
distribution of title possession of this corporation's
equipment shall be delivered to the City for any use
deemed appropriate by the City, provided that the City
bears all risk of damage or loss of the equipment and
that the City indemnifies this corporation from any and
all liabilities arising out of such use.
The motion was seconded and passed by a majority of the
Directors.
NEW BUSINESS:
MOTION: A motion was made to require that the Treasurer insure
the above referenced accounts payable are fully satisfied,
including issuance of the Directors and Officers Liability
Insurance Policy, as a prerequisite to turning over the assets
of the corporation to the City of Beverly Hills.
There being no further business before the Board of Directors,
the meeting was adjourned at 9:00 P.M. There are no further
regularly scheduled meetings of the Board of Directors.
Respectfully submitted,
BEVERLY HILLS COMMUNITY
ACCESS CORPORATION
[Signed: Philllip J. Scheid]
Phillip J. Scheid
Vice President
Secretary/Treasurer
BHTV.10
Editor's note: The Beverly Hills Community Access Corporation was officially dissolved by the California Secretary of State on June 15, 1996.