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HomeMy WebLinkAbout02-04-11Jeffrey R. Boswell, Esquire Supreme Court I.D. #25444 BOSWELL, TINTNER & PICCOLA 315 North Front Street Harrisburg, Pennsylvania 1710 1 Phone(717-236-9377) Fax(717-236-9316) E-mail (jboswell@btpalaw.com) r-a ' ~' ~ ? ~--, fi`~ Q7 1 . ~. ~. ~.~`. t`t,? C~ "- T ~ ~ L.~ IN RE: THE CHARLES H. CLARK :COURT OF COMMON PLEAS FOUNDATION :CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. 21-10-1240 PETITION FOR DISSOLUTION AND DISTRIBUTION ADDENDUM AND NOW, comes The Charles H. Clark Foundation, by its attorney, Jeffrey R. Boswell, Esquire, and files this Petition for Dissolution and Distribution Addendum to obtain Court approval for the distribution of its remaining assets, after satisfaction of all of its obligations, to The J. Herman Bosler Memorial Library and, in support thereof, makes these averments, as follows: 1. Jeffrey R. Boswell, Esquire, is the legal Counsel and is also the Secretary of The Charles H. Clark Foundation (hereafter referred to as "The Foundation") 2. On December 17, 2010, The Foundation filed its Petition for Dissolution and Distribution, as to which this Honorable Court has jurisdiction pursuant to Pennsylvania Rules of Judicial Administration, Rule 2156, and the Pennsylvania Nonprofit Corporation Law of 1988, 15 Pa. C.S.A. § 5547 and 5976. 3. The Foundation gave notice to the Borough of Carlisle and to the Attorney General of the Commonwealth of Pennsylvania at his principal office in Harrisburg, Pennsylvania, specifically to the Senior Deputy Attorney General of the Charitable Trusts and Organizations Section designated for the purpose for which this proceeding is pending, pursuant to the Pennsylvania Rules of Civil Procedure, Orphans' Court Rule 5.5, and the Pennsylvania Nonprofit Corporation Law of 1988, 15 Pa. C.S.A. § 5547 and Pa. C.S.A. § 5975. 4. Attorney Boswell contacted the Charitable Trusts and Organizations Section of the Office of the Attorney General concerning the Petition for Dissolution and Distribution. 5. Thereafter, Attorney Boswell discussed the dissolution of The Foundation with Michael T. Foerster, Senior Deputy Attorney General, Charitable Trusts and Organizations Section. 6. The Foundation gave written notice, as required by Orphans' Court Rule 5.5, as set forth in Attorney Boswell's letter to Senior Deputy Attorney General Michael T. Foerster, on December 29, 2010, a copy of which letter is attached and incorporated as Exhibit "A." 7. Attorney Boswell had further discussions with Senior Deputy Attorney General Michael T. Foerster, on December 30, 2010, concerning financial details and activities of The Foundation. 8. Attorney Boswell provided financial information as requested, as set forth in his December 30, 2010, letter to Senior Deputy Attorney General Michael T. Foerster, a copy of which letter is attached and incorporated as Exhibit "B." 9. Senior Deputy Attorney General Michael T. Foerster, by his letter dated January 4, 2011 (received by Attorney Boswell on January 14, 2011), acknowledged 2 receipt of Attorney Boswell's letter and enclosures regarding The Foundation's dissolution, as attached and incorporated as Exhibit "C." He states, as follows: I have reviewed the Petition for Dissolution and Dissolution, and have no objections. Please forward a copy of the Decree as soon as it is available so that I can complete my file. He further notes that his review was conducted pursuant to the parens patriae role of the Office of Attorney General. 10. The Foundation gave notice to the local municipality, as required, as set forth in Attorney Boswell's December 29, 2010, letter addressed to Stephen Hietsch, Borough Manager of the Borough of Carlisle, a copy of which letter is attached and incorporated as Exhibit "D." 11. The Foundation has no creditors except for its legal Counsel and its accountant who are providing professional services pertinent to this dissolution, as to which The Foundation has made provisions for payment. 12. Attorney Boswell, by his letter dated January 5, 2011, contacted the Pennsylvania Department of Labor and Industry, as required, to obtain the tax clearance certificate pertinent to this dissolution, even though the Foundation had no employees, a copy of which letter is attached and incorporated as Exhibit "E." 13. Attorney Boswell, by his letter dated January 5, 2011, also contacted the Pennsylvania Department of Revenue, as required, and enclosed the Application for Tax Clearance Certificate (REV-181) pertinent to this dissolution effective December 31, 2010, a copy of which letter is attached and incorporated as Exhibit "F." 3 14. On February 1, 2011, the Pennsylvania Department of Revenue, enclosed in its letter addressed to Attorney Boswell, the Dissolution Clearance Certificate in which Mary P. Hubler, Director, Bureau of Compliance, stated: I certify the above named company [The Charles H. Clark Foundation], through this Department, has paid into the State Treasury all taxes and charges owed the Commonwealth of Pennsylvania as required by law to and including December 31, 2010. A copy of the certificate is attached and incorporated as Exhibit "G." 15. The Foundation will submit this Dissolution Clearance Certificate to the Department of State with its Articles of Dissolution. 16. This Petition for Dissolution and Distribution Addendum is provided to satisfy the "proof of service" requirement of Orphans' Court Rule 5.5 and the statutory requirements of the Pennsylvania Nonprofit Corporation Law of 1988. WHEREFORE, The Foundation respectfully requests this Honorable Court to enter a Decree providing for the formal dissolution of The Charles H. Clark Foundation with the provision that The Foundation's remaining assets, after payment of all obligations, be distributed to The J. Herman Bosler Memorial Library to carry on The Foundation's charitable purposes which are consistent with the charitable purposes of The Bosler Memorial Library and to enable the expansion of The Bosler Memorial Library, including the addition of a community room to be names "The Charles H. Clark 4 Foundation Community Room" in memory of The Foundation and its charitable purposes. Respectfully submitted, BOSWELL, TINTNER & PICCOLA By: Je re R. Boswell, Esquire 315 N. Front Street Harrisburg, PA 17101 Phone (717-236-9377) Fax (717-236-9316) E-mail (jboswell@btpalaw.com) Dated: February 1, 2011 VERIFICATION I, Jeffrey R. Boswell, as Counsel and Secretary of The Charles H. Clark Foundation, hereby verify that the facts contained in the foregoing Petition for Dissolution and Distribution Addendum are true and correct to the best of my knowledge, information and belief, and, that, as Counsel and Secretary, I am authorized to verify the facts in this Petition for the purposes contained therein. I understand that false statements herein are subject to the penalties of 18 Pa.C.S.A. §4904 relating to unsworn falsification to authorities. ey R. Boswell Counsel and Secretary DATE: February 1, 2011 6 BOSWELL, TINTNER & PICCOLA COUNSELORS AT LAW 315 NORTH FRON? STREET P.O. BoX 741 LEONARD TINTNER HARRISBURG, PA 17108-0741 JEFFREY E. PICCOLA WILLIAM D. BOSWELL JEFFREY R. BOSWELL 17171 236-9377 FAX 17171 236-9316 (19 4 3-199 91 HEVIN D. GILLESPIE WWW.BTFALAW.COM DENISE L. FOSTER PARALEGAL December 29, 2010 Michael T. Foerster, Esquire Charitable Trusts and Organizations Section Office of the Attorney General Commonwealth of Pennsylvania 14th Floor -Strawberry Square Harrisburg, PA 17120 In Re: The Charles H. Clark Foundation Court of Common Pleas, Cumberland County, PA Orphans' Court Division - No. 21-10-01240 Dear Attorney Foerster: Pursuant to our discussion, I am providing you with this letter that constitutes formal notice, pursuant to Pennsylvania Orphans' Court Rule 5.5 and the Nonprofit Corporation Law of 1988, to the Attorney General, enclosing documents pertinent to the dissolution of The Charles H. Clark Foundation (the Foundation"). I have filed a Petition for Dissolution and Distribution in the Court of Common Pleas of Cumberland County, which Petition has been assigned to the Honorable J. Wesley Oler for judicial disposition, pursuant to the Nonprofit Corporation Law of 1988, and § 5976. The Charles H. Clark Foundation was formed by Order of Court, d ted7 December 20, 1954, by the Honorable Paul G. Smith, President Judge of the Court of Common Pleas of Dauphin County, as entered on December 21, 1954, whereby the Application for a Charter and the Articles of Incorporation were filed. Since at least 1958, the Foundation has maintained its principal. place of business in the Borough of Carlisle and since the 1980's at One West High Street. The Foundation has supported numerous charitable entities, most of which have been or still are located in Carlisle. The Foundation has supported The Bosler Memorial Library since the 1950's. In January, 2010, the Foundation's Board of Directors determined that it should dissolve and, thus, authorized its President, James A. Chilton, and its Counsel, Jeffrey R. Boswell, to formulate a Plan of Dissolution. The Foundation's Board of Directors approved the Plan of Dissolution that recommended a grant of remaining assets to The Bosler Memorial Library after payment of all of the Foundation's obligations, including attorneys', accountants' and administrative fees and fees for filing the Petition in the Court of Common Pleas, for publishing official notice, and for filing Articles of Dissolution with the Corporation Bureau, Department of State. Page Two December 29, 2010 The Board of Trustees of The Bosler Memorial Library approved the acceptance of this grant upon approval by the Court of Common Pleas. You will note from the Petition that the intention of the Foundation's Board of Directors is to "wind up" its business, effective December 31, 2010. For that reason, pertinent documents for this formal dissolution refer to the official "end date" of the Foundation's business as December 31, 2010. The Foundation's officers will satisfy all obligations and then, upon the Court's approval, complete the intended grant of its remaining assets to The Bosler Memorial Library. I have enclosed for your review and information a copy of documents, as follows: 1. Petition for Dissolution and Distribution, filed in the Court of Common Pleas, Cumberland County, Pennsylvania, Orphans' Court Division, as No. 21-10-01240, on December 17, 2010; and 2. The Charles H. Clark Federal Tax Return for year end 12/31/09, Form 990-PF, Return of Private Foundation, which is the last-filed Federal Tax Return. The Board of Directors, acting through its officers, have made arrangements for filing of the final Form 990-PF for the year ending 12/31/2010 and for payment of all obligations in order to "wind up" its business, effective December 31, 2010. Kindly contact me on Thursday, December 30, about this notice and these documents, so that I might report our discussion to Judge Oler. I thank you for your consideration, and I look forward to speaking with you, tomorrow. Sincerely, ~~~ Jeffrey R. Boswell JRB:cIh Enclosures cc: James A. Chilton, President BOSWELL, TINTNER & PICCOLA COUNSELORS AT LAW 315 NORTH FRONT STREET P.O. Box 741 HARRISBURG, PA 17108-0741 LEONARD TINTNER JEFFREY E. PICCOLA JEFFREY R. BOSWELL ~7~71 236-9377 KEVIN D. GILLESPIE FAx ~717i 236-9316 WWW.BTFALAW.COM December 30, 2010 Michael T. Foerster, Esquire Charitable Trusts and Organizations Section Office of the Attorney General Commonwealth of Pennsylvania 14"'-Floor -Strawberry Square Harrisburg, PA 17120 In Re: The Charles H. Clark Foundation Court of Common Pleas, Cumberland County, PA Orphans' Court Division - No. 21-10-01240 Dear Attorney Foerster: WILLIAM D. BOSWELL 1194 3 -19991 DENISE L. FOSTER PARALEGAL I thank you for reviewing my "notice" letter concerning the formal dissolution of The Charles H. Clark Foundation. I understand your requirement to review the financial records of this nonprofit corporation. I do believe the federal tax returns contain a proper and complete accounting of each year's financial activities. Each tax return does include a balance sheet, a schedule concerning investment income, and a schedule concerning the disposition of gifts or grants made, as well as all relevant financial data. Pursuant to our discussion, I have enclosed the Form 990PF, Return of Private Foundation, for the tax years ended 12/31./99, 1.2/31/00,12/31/01, 12/31/02, 12/31/03, 12/31 /04, 12/31 /05, 12/31 /06, 12/31 /07, and 12/31 /08: You .already gave in your possession the federal tax return for the year ended 12/31/09. I trust that this information will be sufficient for your inquiry to save the time and expense of preparing an informal accounting. As you will note from our Petition, we are anxious to make the final grant to The J. Herman Bosler Memorial Library, as of December 31, 2010. We must file the acknowledgment of the Pennsylvania Attorney General, the "no action" letter, before the Court can enter a Decree to permit the final gift or grant and the dissolution of The Charles H. Clark Foundation. EXHIBIT Page Two December 30, 2010 Please call me if you have any questions. I will be ha details that you require to enable your review and approval asppromptly as poss bite. any Happy New Year. Sincerely, Jeffrey R. Boswell JRB:cIh Enclosures cc: James A. Chilton, President (w/out enc.) 4 P TOM CORBETT ATTORNEY GENERAL COMMONWEALTH OF PENNSYLVANIA OFFICE OF ATTORNEY GENERAL January 4, 2011 ~, o ~n(2eo~ Charitable Trusts and Organizations Section 14th Floor, Strawberry Square Harrisburg, PA 17120 Telephone: (717) 783-6084 Facsimile: 717-787-1190 mfoerster@.attotneygeneral _gov Jeffrey R. Boswell, Esq. BOSR'ELL, TINTNER & PICCOLA 315 North Front Street P.O. Box 741 Harrisburg, PA 17108-0741 RE: Charles H. Clark Foudation: No. 21-10-01240; Cumberland County Dear Mr. Boswell: - This will acknowledge receipt of your letter and enclosures regarding the above- captioned matter. I have reviewed the Petition for Dissolution and Distribution, and have no objections. Please forward a copy of the Decree as soon as it is available so that I can complete my file. Please be advised that the above review was conducted pursuant to the parens patriae role of the office and has no bearing on any matter unrelated to that function. Thank you for your time and attention to this matter. Sincerely, I-(./~,D Michael T. Foerster Senior Deputy Attorney General MTF/srh EXHIBIT G BOSWELL, TINTNER & PICCOLA COUNSELORS AT LAW LEONARD TINTNER JEFFREY E. PICCOLA JEFFREY R. BOSWELL KEVIN D. GILLESPIE Mr. Stephen Hietsch Borough Manager 53 W. South Street Carlisle, PA 17013 315 NORTH FRONT SrRHET P.O. Box 741 HARRISBURG, PA 17108-0741 WILLIAM D. BOSWELL 17171 236-9377 11943-1999) FAX 17171 236-9316 W W W.BTFALAW.COM DENISE L. FOSTER PARALEGAL December 29, 2010 ORIGINAL SENT VIA FIRST CLASS MAIL COPY SENT VIA FAX NO. 717-240-6615 In Re: The Charles H. Clark Foundation Court of Common Pleas, Cumberland County, PA Orphans' Court Division - No. 21-10-01240 Dear Mr. Hietsch: I am providing you with this letter that constitutes formal notice to the local municipality where The Charles H. Clark Foundation (the "Foundation") maintains its principal place of business, pursuant to the Nonprofit Corporation Law of 1988, 15 Pa. C.S.A. § 5975. I have filed a Petition for Dissolution and Distribution in the Court of Common Pleas of Cumberland County, which Petition has been assigned to the Honorable J. Wesley Oler for judicial disposition, pursuant to the Nonprofit Corporation Law of 1988, 15 Pa. C.S.A. § 5547 and § 5976. The Charles H. Clark Foundation was formed by Order of Court, dated December 20, 1954, by the Honorable Paul G. Smith, President Judge of the Court of Common Pleas of Dauphin County, as entered on December 21, 1954, whereby the Application for a Charter and the Articles of Incorporation were filed. Since at least 1958, the Foundation has maintained its principal place of business in the Borough of Carlisle and since the 1980's at One West High Street. The Foundation has supported numerous charitable entities, most of which have been or still are located in Carlisle. The Foundation has supported The Bosler Memorial Library since the 1950's. In January, 2010, the Foundation's Board of Directors determined that it should dissolve and, thus, authorized its President, James A. Chilton, and its Counsel, Jeffrey R. Boswell, to formulate a Plan of Dissolution. The Foundation's Board of Directors approved the Plan of Dissolution that recommended a grant of remaining assets to The Bosler Memorial Library after payment of all of the Foundation's obligations, including attorneys', accountants' and administrative fees and fees for filing the Petition in the Court of Common Pleas, for publishing. official notice, and for filing Articles of Dissolution with the Corporation Bureau, Department of State. EXHIBIT Page Two December 29, 2010 The Board of Trustees of The Bosler Memorial Library approved the acceptance of this grant upon approval by the Court of Common Pleas. You will note from the Petition that the intention of the Foundation's Board of Directors is to "wind up" its business, effective December 31, 2010. For that reason, pertinent documents for this formal dissolution refer to the official "end date" of the Foundation's business as December 31, 2010. The Foundation's officers wilt satisfy all obligations and then, upon the Court's approval, complete the intended grant of its remaining assets to The Bosler Memorial Library. I am aware of no obligations to the Borough of Carlisle. I am sending you this letter to satisfy the legal obligation of notice to the local municipality. If you have any questions or comments, kindly contact me, immediately. Thank you. Sincerely, Jeffrey R. Boswell JRB:cIh Enclosures cc: James A. Chilton, President BOSWELL, TINTNER & PICCOLA COUNSELORS AT LAW 315 NORTH PRONT STREET P.O. BOX 741 HARRISBURG, PA 17108-0741 LEONARD TINTNER JEFFREY E. PICCOLA 17L71 236-9377 JEFFREY R. BOSWELL FnX 17171 236-9316 KEVIN D. GILLESPiE www BTPALAw.coM January 5, 2011 PA Department of Labor and Industry Office of Unemployment Compensation Tax Services, e-Government Unit Labor and Industry Building, Room 916 651 Boas Street Harrisburg, PA 17121 Re: In Re: The Charles H. Clark Foundation Court of Common Pleas, Cumberland County, PA Orphans' Court Division - No. 21-10-01.240 Application for Tax Clearance Certificate Dear Sir or Madam: WILLIAM D. BOSWELL 119 4 3-19 991 DENISE L. FOSTER PARALEGAL As Counsel and Secretary of The Charles H. Clark Foundation, I have enclosed the Application for Tax Clearance Certificate (REV-181). The Board of Directors of The Charles H. Clark Foundation has acted to dissolve this nonprofit corporation effective December 31, 2010. I have filed a Petition for Dissolution and Distribution in the Court of Common Pleas of Cumberland County, on December 17, 2010. I have made notice to the Office of the Attorney General with regard to this dissolution. Kindly contact me if you need any additional information. We very much appreciate your consideration and your prompt issuance of the "Tax Clearance Certificate." Kindly send the "Tax Clearance Certificate" to my street address at 315 N. Front Street, Harrisburg, PA 17101. Thank you. Sincerely, JRB:cIh Enclosure cc: James A. Chilton, President Jeffrey R. Boswell EXHIBIT L BOSWELL, TINTNER & PICCOLA COUNSELORS AT LAW LEONARD TINTNER JEFFREY E. PICCOLA JEFFREY R. BOSWELL KEVIN D. GILLESPIE 315 NORTH FRONT STREET P.O. BOx 741 HARRISBURG, PA 17108-0741 (7171 236-9377 FAX 17171 236-9316 WWW.BTFALAW.COM January 5, 2011 PA Department of Revenue Bureau of Compliance Corporate Clearance Section P. O. Box 280947 Harrisburg, PA 17128-0947 Re: In Re: The Charles H. Clark Foundation Court of Common Pleas, Cumberland County, PA Orphans' Court Division - No. 21-10-01240 Application for Tax Clearance Certificate Dear Sir or Madam: WILLIAM D. 80SWELL 1194 3 -19991 DENISE L. FOSTER PARALEGAL As Counsel and Secretary of The Charles H. Clark Foundation, I have enclosed the Application for Tax Clearance Certificate (REV-181). The Board of Directors of The Charles H. Clark Foundation has acted to dissolve this nonprofit corporation effective December 31, 2010. I have filed a Petition for Dissolution and Distribution in the Court of Common Pleas of Cumberland County, on December 17, 2010. I have made notice to the Office of the Attorney General with regard to this dissolution. Kindly contact me if you need any additional information. We very much appreciate your consideration and your prompt issuance of the "Tax Clearance Certificate." Kindly send the "Tax Clearance Certificate" to my street address at 315 N. Front Street, Harrisburg, PA 17101. Thank you. Sincerely, Jeffrey R. Boswell JRB:cIh Enclosure cc: James A. Chilton, President r ?!, '~- ~ a~ ~' ~ C]EP~4RTMENT C)F REVENUE Commonwealth of Pennsylvania Department of Revenue DISSOLUTION Clearance Certificate Company Name THE CHARLES H CLARK FOUNDATION I certify that the above named company, through this Department, has paid into the State Treasury all taxes and charges owed the Commonwealth of Pennsylvania as required by law to and including December 31, 2010. Witness my hand and seal of Office, on this date. February O1, 2011 (Seal) EXHIBIT By 1%~ar}~'P. Hubler, Director Bureau of Compliance (Note: This Certificate issued in compliance with Section 103 of Act 177, approved December 21, 1988, is for submission to the Department of State. Its applicability is limited specifically to its purposes as set forth in that Act and is conditioned upon the requirements that, in the event of a change in Federal income for a year for which taxes have been paid, this corporation or its successors or its officers or its directors shall file with the PA Department of Revenue a report of change and pay any additional state tax resulting therefrom. Section 406 (e) of the Tax Reform Code of 1971.)