2009 Habitat for Humanity of the Coachella Valley, Inc. - MergerAGREEMENT OF MERGER
X0 693423
ENDORSED - FILED
In the (Ace of the Secretary of State
of the State of California
JUN 2 5 2009
This Agreement of Merger (this "Agreement") dated as of June 15, 2009 is entered into
between Habitat for Humanity of the Coachella Valley, Inc., a California nonprofit public benefit
corporation (the "Surviving Corporation"), and Building Horizons, a California nonprofit public
benefit corporation (the "Disappearing Corporation") (the Surviving Corporation and the
Disappearing Corporation are sometimes hereinafter referred to together as the "Constituent
Entities").
RECITALS
A. The Surviving Corporation is a corporation duly organized and existing under the
California Nonprofit Corporation Law (the "Statute") for the purpose of working with the
community to provide decent housing to those in need.
B. The Disappearing Corporation is a corporation duly organized and existing under
the Statute for the purpose of encouraging young people to develop practical skills needed to
pursue careers in the construction trades,
C. The Board of Directors of each of the Constituent Entities has deemed it to be in
the best interests of and for the benefit of the parties hereto that the Disappearing Corporation be
merged with and into the Surviving Corporation (the "Merger") on the terms and subject to the
conditions described in this Agreement and in accordance with the Statute and other applicable
provisions of the laws of the State of California.
NOW, THEREFORE, in consideration of the premises and the mutual promises and
agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Merger. At the Effective Time (as defined in Section 2, below), when the Merger
contemplated by this Agreement becomes effective, the Disappearing Corporation shall merge
with and into the Surviving Corporation pursuant to Section 6010 of the Statute, with the
Surviving Corporation continuing its corporate existence as the surviving corporation in the
Merger.
2. Effective Time. The Merger shall be effective on the date that this Agreement
and the required Officers' Certificates are filed with the Secretary of State of the State of
California (the "Effective Time"), provided that such filing shall not be made until such time as
the provisions of Section 6010(b) of the Statute have been satisfied.
3. Name. The name of. the Surviving Corporation shall be the name of the surviving
corporation after the Merger.
4. Articles of Incorporation. The articles of incorporation of the Surviving
Corporation existing immediately prior to the Effective Time shall be the articles of
incorporation of the Surviving Corporation after the Merger, until amended in accordance with
California law.
5. Bylaws. The bylaws of the Surviving Corporation existing immediately prior to
the Effective Time shall be the bylaws of the Surviving Corporation after the Merger, until
amended as provided therein or otherwise in accordance with California law.
6. Officers and Directors. The officers and directors of the Surviving Corporation
immediately prior to the Effective Time shall continue to be the officers and directors of the
Surviving Corporation after the Merger, each to hold office in accordance with the bylaws of the
Surviving Corporation. In addition, the Surviving Corporation shall take such action as shall be
necessary to cause eight persons, as designated in writing by the Disappearing Corporation on or
prior to the date hereof and reasonably acceptable to the Surviving Corporation, io become
additional directors at the Effective Time.
7, Membership. Neither the Surviving Corporation nor the Disappearing
Corporation has any members.
8. Effects of Mex er. Upon the Effective Time, and as a result of the Merger, the
separate existence of the Disappearing Corporation shall cease, except to the extent provided by
law, and the Surviving Corporation shall possess all assets and property of every description, and
every interest therein, wherever located, and all rights, privileges, powers, franchises and
authority, wherever located, of a public as well as of a private nature, of each of the Constituent
Corporations; all obligations belonging to or due to each of the Constituent Corporations shall be
vested in the Surviving Corporation without further act or deed, and the title to any real estate
vested by deed or otherwise in either of the Constituent Corporations shall be vested in the
Surviving Corporation and shall not revert or be in any way impaired by reason of the Merger;
all rights of creditors and all liens upon any property of either of the Constituent Corporations
shall be preserved unimpaired; and all debts, liabilities and duties of the respective Constituent
Corporations shall become the debts, liabilities, and duties of the Surviving Corporation, and
may be enforced against the Surviving Corporation to the same extent as if such debts, liabilities
and duties had been incurred or contracted by the Surviving Corporation. The officers of each of
the Constituent Entities are authorized to execute all deeds, assignments and documents of every
nature which may be required or are convenient to effectuate and implement a full and complete,
transfer of ownership of the foregoing assets to and assumption of liabilities by the Surviving
Corporation.
9. Representations and Warranties. Each of the Constituent Entities hereby
represents and warrants to the other as follows:
(a) Corporate Organization. Such Constituent Entity is a corporation duly
organized, validly existing and in good standing under the Statute, with all requisite corporate
power and authority to own, operate and lease its properties and to carry on its activities as they
are now being conducted.
(b) Membership. Such Constituent Entity has no members.
(c) Authorization s. Such Constituent Entity has the necessary corporate power
and authority to enter into this Agreement and this Agreement has been duly authorized by its
Board of Directors. This Agreement is a legal, valid and binding obligation of such Constituent
Entity.
732768.3 2
�. .
(d) No Violation. Neither the execution and delivery of this Agreement by
such Constituent Entity, the performance by such Constituent Entity of its obligations hereunder
nor the consummation by it of the transactions contemplated hereby will (i) violate any provision
of its Articles of Incorporation or bylaws, (ii) constitute a default under or cause the acceleration
of the maturity of any debt or obligation which, individually or in the aggregate with all other
such debts and obligations, is material to such Constituent Entity taken as a whole, or (iii) to the
best knowledge of such Constituent Entity, violate any statute or law or any material judgment,
decree, order, regulation or rule of any court or governmental authority to which it is subject.
(e) Litigation. There is no action, proceeding or investigation pending or
threatened against or involving such Constituent Entity or any of its properties or rights which, if
determined adversely, could materially and adversely affect the financial condition or operations
of such Constituent Entity taken as a whole. Such Constituent Entity is not in violation of any
order, judgment, injunction or decree outstanding against it, the effect of which would be
materially adverse to the financial condition or operations of such Constituent Entity.
(f) Title to Properties. Such Constituent Entity has good and marketable title
to all of its material properties and assets (real, personal and mixed, tangible and intangible),
including all of the properties and assets which it purports to own as reflected on its financial
statements.
10. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which, taken together, shall constitute one and the same
instrument.
[Signature Page Follows]
732768.3 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Merger as
of the date and year first written.
Surviving Corporation:
Disappearing Corporation:
HABITAT FOR HUMANITY OF THE
COACHELLA VALLEY, INC.
By; .2" .. W4— __a
By:
Patrick Swarthouf, President
J r
Vale ie Van Winkle, Secretary
BUILDING HORIZONS
iane Williams, Sec
732768,7 4
HABITAT FOR HUMANITY OF THE COACHELLA VALLEY, INC.
OFFICERS' CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Patrick Swarthout and Valerie Van Winkle hereby certify on behalf of Habitat for
Humanity of the Coachella Valley, Inc., a California nonprofit public benefit corporation (the
"Surviving Corporation"), that:
1. They are the President and the Secretary, respectively, of the Surviving
Corporation.
2. The Agreement of Merger (the "Agreement") to which this Officers' Certificate is
attached has been duly approved by the Board of Directors of the Surviving Corporation in
accordance with Chapter 10 of the Nonprofit Corporation Law of the State of California.
3. The Surviving Corporation has no members and therefore no memberships of any
class were entitled to vote on the merger.
4. The Agreement was not required to be approved by any person or persons other
than the Board of Directors.
We further declare under penalty of perjury under the laws of the State of California that
the matters set forth in this Officers' Certificate are true and correct of our own knowledge.
DATE: June, 2009
By
By:
732768.3
Patrick Swarthout, President
Valerie Van Winkle, Secretary
BUILDING HORIZONS
OFFICERS' CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Robert Perryman and Diane Williams hereby certify on behalf of Building Horizons, a
California nonprofit public benefit corporation (the "Disappearing Corporation"), that:
1. They are the President and the Secretary, respectively, of the Disappearing
Corporation.
2. The Agreement of Merger (the "Agreement") to which this Officers' Certificate is
attached has been duly approved by the Board of Directors of the Disappearing Corporation in
accordance with Chapter 10 of the Nonprofit Corporation Law of the State of California,
3. The Disappearing Corporation has no members and therefore no memberships of
any class were entitled to vote on the merger.
4. The Agreement was not required to be approved by any person or persons other
than the Board of Directors.
We further declare under penalty of perjury under the laws of the State of California that
the matters set forth in this Officers' Certificate are true and correct of our own knowledge.
DATE: June/52009
By: •' J. �
Robes cayman, President
iane Williams, , ecretary
732768.3 6
State of California
Secretary of State
A0693°423
1, DEBRA BOWEN, Secretary of State of the State of California,
hereby certify:
That the attached transcript of b page(s) has been compared
with the record on file in this office, of which it purports to be a copy, and
that it is full, true and correct.
Sec/State Form CE -107 (REV 1/2007)
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of the
State of California this day of
JUL - 8 2009
DEBRA BOWEN
Secretary of State
OSPOB 111441