HomeMy WebLinkAbout04-06-15 IN RE: IN THE COURT OF COMMON PLEAS OF
CARLISLE PRESERVATION CUMBERLAND COUNTY, PENNSYLVANIA
ALLIANCE, INC.
NO. o? ' 15 -67U
ORPHANS' COURT DIVISION
a rn Cl>
PETITION FOR APPROVAL OF DISPOSITION OF ASS ;'
OF A NONPROFIT CORPORATION UPON DISSOLUTfON'
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The Petition of Carlisle Preservation Alliance, Inc. ("Petitioner"), by end thrPJgh rn
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its attorney, Michael A. Scherer, Esquire, respectfully represents as folf$ws: W
1. This Court has jurisdiction over this matter pursuant to 20 Pa.C.S. § 711
(21).
2. Petitioner is a Pennsylvania nonprofit corporation. A copy of Petitioner's
Articles of Incorporation, Articles of Amendment and Bylaws are attached hereto as
Exhibits "A", "B" and "C" respectively.
3. Carlisle Preservation Alliance Inc.'s mission was to loan money to owners
of real estate in the Historic District of the Borough of Carlisle so that real estate could
be renovated and repaired so that historic buildings could maintain original designs
rather than face demolition or decay.
4. In 2005 the last loan to real estate owner was repaid to Carlisle
Preservation Alliance, Inc., and Carlisle Preservation Alliance, Inc. is no longer owed
any money from any source or person.
5. The last meaningful business activity of Carlisle Preservation Alliance, Inc.
occurred in 2005.
6. In 2008, Carlisle Preservation Alliance, Inc. met to discuss Carlisle
Preservation Alliance, Inc.'s fate but no action was taken.
7. Over time some of Carlisle Preservation Alliance, Inc.'s Board of Directors
moved away or died.
8. Presently, there are 3 board members who are available to conduct
corporate affairs. Their names and addresses are:
William F. White, President
151 East High Street
Carlisle, Pennsylvania 17013
Maj. Franklin Becraft
1206 Dickinson Drive
Carlisle, Pennsylvania 17013
Ms. Janet Spahr
150 West South Street
Carlisle, Pennsylvania 17013
9. Recently, the Board met and voted unanimously to dissolve Carlisle
Preservation Alliance, Inc. and to pay its remaining assets to the Carlisle Theatre and
the Cumberland County Historical Society.
10. Petitioner seeks to dissolve pursuant to Section 5975 of the Pennsylvania
Nonprofit Corporation Law and to obtain an order from this Court specifying the
disposition of its charitable assets pursuant to 15 Pa.C.S. §5547 (b).
11. According to Petitioner's Articles of Incorporation, Petitioner's purpose "To
conduct all lawful activities for the purpose of preserving the historical, cultural and
architectural aspects of the greater Carlisle area and to conduct educational and other
programs in support of these activities.
12. In accordance with 15 Pa.C.S.A. Section 5972(a) and Article IV, Section 7
of the Petitioner's Bylaws, the Board of Directors adopted a proposal to completely
liquidate and dissolve under Section 5975 of the Pennsylvania Nonprofit Corporation
Law. A copy of the Board of Director's Resolution to Adopt Proposal of Complete
Dissolution and Liquidation is attached hereto as Exhibit "D."
13. In accordance with 15 Pa.C.S. Section 5975 (c), Petitioner has discharged
all of its liabilities according to their respective priorities.
14. Upon Petitioner's dissolution, the Articles of Incorporation and Bylaws
require Petitioner to distribute any remaining assets after the payment of debts and
obligations for one or more exempt purposes within the meaning of Section 501 (c)(3) of
the Internal Revenue Code, as amended, or the corresponding section of any future
federal tax law, or the remaining assets shall be distributed to the federal government,
or to a state or local government, for a public purpose.
15. Distribution of the assets to the Carlisle Theatre and the Cumberland
County Historical Society is consistent with Petitioner's Bylaws and Articles of
Incorporation.
16. The Carlisle Theatre and the Cumberland County Historical Society are
organizations described in Section 501(c)(3) and are exempt from federal income tax
under Section 115 of the Internal Revenue Code.
17. In December, 2014, the remaining assets of Carlisle Preservation Alliance,
Inc. totaling $10,319.28 were paid in equal amounts to the Carlisle Theatre and the
Cumberland County Historical Society, Inc. Copies of the checks and
acknowledgement letters are attached hereto as Exhibit "E" and "F" respectively.
18. Petitioner requests that this Court ratify and confirm the payment of the
$10,319.28 to the Carlisle Theatre and the Cumberland County Historical Society to be
used for one or more exempt purposes within the meaning of 501(c)(3) of the Internal
Revenue Code, as amended, or the corresponding section of any future federal tax law.
19. Petitioner has obtained Tax Clearance Certificates from the Pennsylvania
Department of Revenue and Pennsylvania Department of Labor and Industry, a copy of
each certificate is attached hereto as Exhibits "G" and "H" respectively.
20. Notice of the filing of this Petition regarding the distribution of assets has
been given to the Attorney General of the Commonwealth of Pennsylvania on behalf of
Petitioner. The Attorney General has advised by letter to counsel for Petitioner that the
Commonwealth of Pennsylvania has no objection to the distribution or disposition of
assets as described herein. A copy of the aforementioned letter is attached hereto as
Exhibit 'T"
21. Notice of the dissolution of Petitioner has been given to the Borough of
Carlisle, the municipality in which Petitioner's principal office is located. This notice is
attached hereto as Exhibit "J."
WHEREFORE, Petitioner respectfully requests that this Court ratify and confirm
the payment of Carlisle Preservation Alliance, Inc. assets in the amount of $10,319.28
to the Carlisle Theatre and the Cumberland County Historical Society.
Respectfully submitted,
BARIC SCHERER LLC
Mich A. Scherer, Esquire
I.D. # 61974
19 West South Street
Carlisle, PA 17013
(717) 249-6873
VERIFICATION
I, William White, of the Board of Directors of Carlisle Preservation Alliance, Inc.,
verify that the statements made in this Petition are true and correct to the best of my
knowledge, information and belief. I understand that false statements herein are made
subject to the penalties of 18 Pa.C.S. § 4904 relating to unsworn falsification to
authorities. -
Date: 3c>
William White
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DOMESTIC NON-PROFIT CORPORATION DEPARTMENT OF STATE
ROOM 308,NORTH OFFICE BLDG.
HARRISBURG,PA 17120
NAME OF CORPORATION
6
Carlisle Preservation Alliance, Inc. -
2 ADDRESS OF REGISTERED OFFICE IN PENNSYLVANIA(P.O.BOX NUMBER NOT ACCEPTABLE)
Fifty East High Street
3 CITY COUNTY STATE ZIP CODE
Carlisle Cumberland (a)) Pennsylvania 17013
4 EXPLAIN THE PURPOSE OF THE CORPORATION
To conduct all lawful activities for the purpose of preserving the
historical , cultural and architectural aspects of the Greater Carlisle
Area and to conduct educational and other programs in support of these
activities, except that no activities will be conducted that are not
permitted to be carried on by an organization exempt Linder Section 501 (c)(3)
of the Internal Revenue Code of 1954, as amended.
(ATTACH 81Sx11 SHEET IF NECESSARY)
i THE CORPORATION DOES NOT CONTEMPLATE PECUNIARY BENEFIT OR GAIN INCIDENTAL OR OTHERWISE.
9 (OPTIONAL)THE CORPORATION IS TO HAVE NO MEMBERS
NOT APPLICABLE _
CHECK APPROPRIATE SECTION:
THE CORPORATION IS TO BE ORGANIZED ON A NON-STOCK BASIS
THE CORPORATION IS TO BE ORGANIZED ON A STOCK BASIS AS FOLLOWS:
Number and Class of Shares(if applicable) Par Value Per Share,If Any Total Authorised Capital Term of Existence
Indefinite
Name'and Address of Each Incorporator,
Name Address (Street,City,State,Zip Code)
Diane U. Kallman 45 Parker Street,
Susan S QgZgpggh inn wo-qt Par
.k qtmgt' Cawligle, PA 1;@13
James D. Flower Jr. 170 Fast Higb StrP.Pt, rarli-alp, EA 17013
(ATTACH BK x 11 SHEET IFN ES$ARY)
N TESTIMONY WHEREOF,THE INCORPORATORS HAVE SIGNED AND SEAL90 THE ARTICLES OF INCORPORATION
f HIS DAY OF 19
-FOR OFFICE USE ONLY-
130 FILED JUN 71985 002 CODE 003 REV BOX SEQUENTIAL NO. 100 MICROFILM NUMBER +
IV REVIEWED BY l JIP 85440339
_
004 SICC AMOUNT 001 CORPORATION PiUMBER
DATE APPROVED $ 5
CE IFY TO INPUT BY L.9G'IN LOG IN(REFILE)
DATE REJECTED
MAILED BY DATE IED BY LOG OUT LOG OUT(REFILE)
111���7fff i r-7.
EXHIBIT "A"
9058 159 .
Microfilm No. :
Entity No. : 874454 Filed: NOV 13 1990
In Re: Carlisle Preservation : Commonwealth of Pennsylvania
Alliance, Inc. : Department of State
: Corporation Bureau
• G.W I?
yq5q Secretary of the Commonwealth
ARTICLES OF AMENDMENT - DOMESTIC NONPROFIT CORPORATION
In compliance with the requirements of 15 Pa.C.S. 55919
relating to Articles of Amendment, the above captioned Nonprofit
Corporation, desiring to amend its articles, hereby states that:
1. The name of the corporation is Carlisle Preservation
Alliance, Inc.
.2. The address of the corporation's current registered
office in the Commonwealth of Pennsylvania is:
22 West Pomfret Street
Carlisle, PA 17013
Cumberland County
1
3. The statute under which the corporation was
incorporated is the Nonprofit Corporation Law of 1972.
4. These Articles of Amendment shall be effective as of
the date of filing with the Secretary of the Commonwealth,
Department of State, Corporation Bureau.
5. The amendment was adopted by the members pursuant to 15 --
Pa.C.S. .55914(a) .
6. The amendments adopted by the corporation, set forth in r
full, are as follows: a
tn
Article 4:
co The corporation is incorporated under the Nonprofit j'
Q
Corporation Law of 1988 for the following purposes:
C)
To conduct all lawful activities for the
purpose of preserving and restoring the
historical, cultural and architectural aspects
of the Greater Carlisle Area, and to conduct
educational and other programs in support of
such activities, and to make distributions to
organizations under 5501(c) (3) of the Internal
EXHIBIT "B"
t 905815.
Revenue Code, or any corresponding section of
any future federal tax code. No activities
will be conducted which are not permitted to
be carried on by an organization exempt under
§501(c) (3) .
Article 9:
No part of the net earnings of the
corporation shall inure to the benefit of, or
be distributable to its members, trustees,
directors, officers or other private persons,
except that the corporation shall be
authorized and empowered to pay reasonable
compensation for services rendered and to make
payments and distributions in furtherance of
5501(c) (3) purposes. No substantial part ,of
the activities of the corporation shall be the
carrying on of propaganda, or otherwise
attempting to influence legislation, and the
corporation shall not participate in, or
intervene in (including the publishing or
distribution of statements) any political
campaign on behalf of, or in opposition to,
any candidate for public office.
Article 10:
} Upon dissolution of this corporation,
assets shall be distributed for one or more
exempt purposes within the meaning of
§501(c) (3) of the Internal .Revenue Code, or
corresponding section of any future Federal
tax code, or shall be distributed to the
Federal government, or to a state or local
government, for a public purpose.
IN TESTIMONY -WHEREOF, the undersigned corporation has caused
these Articles oZ Amendment to be signed by a duly authorized
officer this lZ - day of November, 1990.
CARLISLE PRESERVATION ALLIANCE, INC.
Title
}
BYLAWS
OF
CARLISLE PRESERVATION ALLIANCE
ARTICLE I
NAME AND PRINCIPAL OFFICE OF CORPORATION
Section 1.01. The name of this corporation shall be the Carlisle
Preservation Alliance (hereinafter referred to as the "Corporation"). Its
principal office will be in Carlisle, Pennsylvania.
ARTICLE II
MEMBERS
Section 2.01. Any individual or organization interested in supporting the
purposes of the Corporation may become a member of the Corporation by filing an
application in such form as the Board of Directors shall prescribe, and subject
to the payment of such dues as the Board of Directors shall establish from time
to time. Each member shall be entitled to one vote.
Section 2.02. The Board of Directors may in its discretion suspend the
voting privileges of any member who has been and remains in default in his
financial obligations to the Corporation for a period of six(6) months or
longer.
Section 2.03. Any member may resign by submitting written notice of
resignation to the Secretary.
EXHIBIT "C',
ARTICLE III
MEETINGS OF MEMBERS
Section 3.01. Meetings of the members shall be held at such place or
places, either within or without the Commonwealth of Pennsylvania, as may from
time to time be fixed by the Board of Directors.
Section 3.02. The annual meeting of the members shall be held in the spring
of each year on the date fixed by the President. A report of the meeting and of
the activities of the Corporation for the preceding year shall be sent to all
members following the annual meeting.
Section 3.03. Special meetings of the members may be called by the
President, Secretary, or one third of the Board of Directors, and shall be
called by the President upon written application of ten (10) percent of the
members of the Corporation.
Section 3.04. Written notice of each meeting of the members, stating the
place, day, and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than seven (7) nor more than fifty (50) days before the date of the meeting,
either personally or by mail, by or at the direction of the President or
Secretary, to each member, subject to written waiver of notice.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.01. The Corporation shall be governed by a Board of nine (9)
Directors. The Board of Directors shall be elected by the members of the
Corporation. The term of office for each Director shall be two (2) years,
except that the term of office for each member of the first Board of Directors
shall be determined by the Board but not to exceed two years. Five (5)
or four(4) directors shall be elected at the annual meeting of the members in
alternate years as required to maintain nine (9) Directors. Nominations shall be
made by a Nominating Committee appointed by the Board and shall be set forth in
the notice of the annual meeting. A majority of the members of the Nominating
Committee shall consist of members of the Corporation who are not then
Directors. Each Director shall hold office for the term for which he is
elected and until his successor shall have been elected and qualified.
Directors in office may be reelected for one or more additional terms.
Section 4.02. Any vacancy occuring in the Board of. Directors (other than a
vacancy resulting form the normal expiration or a term of office) may be filled
by the affirmative vote of a majority of the then members of the Board of
Directors, though less than a quorum of the Board. A Director elected to fill a
vacancy shall be elected for the unexpired term of his/her predecessor in .f
office. Any Director may resign by submitting written notice of resignation to
the Secretary. Any Director may be removed from office at any time with or
without cause by the affirmative vote of two thirds of the Directors in office.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 5.01. Meetings of the Board of Directors, regular or special, may
be held within or without the Commonwealth of Pennsylvania upon not less than
two (2) days' notice to each Director, either personally or by mail, telephone
or telegram, subject to written waiver of notice. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
Regular meetings shall be held at least two (2) times each year or more often as
established by resolution of the Board of Directors. Special meetings of the
Board of Directors may be called by the President or by the written request of a
majority of the Directors in office.
Section 5.02. Five members of the Board of Directors shall constitute a
quorum for the transaction of business. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
j.
Section 5.03. Any action required or permitted to be taken at a meeting of
the Board of Directors may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all of the Directors.
ARTICLE VI
COMMITTEES
Section 6.01. The Board of Directors, by resolution adopted by a majority
of Directors in office, may designate or appoint one or more committees, each of
which shall consist of one or more Directors and other members of the
Corporation. The designation and appointment of any such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any individual Director, of any responsibility imposed upon them
by law.
ARTICLE VII
OFFICERS
Section 7.01. The officers of the Corporation shall be elected annually by
the Board of Directors and shall consist of a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may include one or more
assistant officers as may be deemed necessary.
Section 7.02. The Board of Directors may require any of the officers or
employees of the Corporation to give bond to the Corporation with sufficient
sureties, conditioned upon the faithful performance of the duties of their
respective offices or employments.
Section 7.03. Any officer elected or appointed by the Board of Directors
may be removed at any time with or without cause by the affirmative vote of two
thirds of the Directors in office. Any vacancy occuring in any office of the
Corporation (other than a vacancy resulting from the normal expiration of a term
of office) shall be filled by the Board of Directors not sooner than thirty (30)
days after written notice of the vacancy has been mailed to all members..
The President
Section 7.04. The President shall be the chief executive officer of the
Corporation and shall preside at meetings of the Board of Directors and at
meetings of the members.
The Vice-President
Section 7.05. The Vice-Presidents shall respectively have such powers and
perform such duties as may be assigned to them by the Board of Directors or
President. In the absence or disability of the President, the Vice-President in
the order determined by the Board of Directors, shall perform the duties and
exercise the power of the President.
The Secretary
Section 7.06. The Secretary shall keep the minutes of all meetings of the
Board of Directors, of all meetings of committees of directors and members
appointed in accordance with Section 6.01 of these bylaws, and of all meetings
of the members. He/she shall give, or cause to be given, such notice of all
meetinas of the Board of Directors and all meetings of the members as* may be
required by the bylaws, and shall perform such other duties as shall be assigned
to him/her by the Board of Directors or the President.
The Treasurer
Section 7.07. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
t.
disbursements in books belonging to the corporation and shall be responsible for
depositing all moneys in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. He/she shall be
responsible for disbursing the funds of the Corporation in accordance with the
directions of the Board of Director, and shall render to the Board of Directors,
at its regular meeting, or when the Board of Directors so requires, an account
of all his/ her transations as Treasurer and of the financial condition of the
Corporation.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 8.01. Except as the Board of Directors may generally or in
particular cases authorize the execution thereof in some other manner, all
checks, drafts and other instruments for the payment of money and all
instruments of transfer of securities shall be signed in the name and on behalf
of the Corporation by the Treasurer or by such other officers, or agents or
employees of the Corporation. as may, from time to time, be designated by the
Board of Directors. All instruments of transfer of personal property other than
securities, all instruments of conveyance of real property and all contracts and
agreements shall be signed by such officers or agents as the Board of Directors
shall direct, and In any event, they may be signed by any two(2) of the
following officers, namely, the President, Vice-President, Secretary or
Treasurer. The Board of Directors may authorize and empower one or more
officers or agents of the Corporation to execute and deliver any and all papers
and documents or to do other acts or thinas on behalf of the Corporation,
including any required or convenient in dealing with Governmental authorities.
Section 8.02. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
Section 8.03. Gifts. The Board of Directors may accept on behalf of the
corporation any contribution, gift, bequest, or devise for the general purposes
or for any special purpose of the Corporation.
ARTICLE IX
DUES
Section 9.01. The Board of Directors may determine from time to time the
amount of annual dues payable to the corporation by the members.
ARTICLE X
SEAL
Section 10.01. The corporate seal shall be circular in form and shall have
inscribed thereon the name of the corporation, the date of its incorporation and
the words "Commonwealth of Pennsylvania."
ARTICLE XI
FISCAL YEAR
Section 11.01. The fiscal year of the Corporation shall begin on the first
day of January and end on the last day of December in each year.
ARTICLE XII
AMENDMENTS
Section 12.01. These bylaws may be altered, amended or repealed and new
bylaws may be adopted by a majority of Directors in office at any regular or
special meeting, provided that no such action shall be taken if it would in any
way adversely affect the Corporation's qualification under Section 501(c) (3) of
the Internal REvenue Code of 1954 (or successor provisions) .
Chairman
Attest:
Secretary
RESOLUTION TO ADOPT
PROPOSAL OF COMPLETE DISSOLUTION AND LIQUIDATION
RESOLVED, that the remaining Board of Directors of Carlisle Preservation
Alliance, Inc. adopts a proposal recommending the complete dissolution and liquidation
of CARLISLE PRESERVATION ALLIANCE, INC. (the "Dissolving Corporation"),
effective this date, pursuant to Sections 5972 and 5974 of the Pennsylvania Nonprofit
Corporation Law.
RESOLVED FURTHER, that the remaining Board of Directors empower and
directs the Officers of Dissolving Corporation to proceed with this voluntary dissolution
in accordance with Section 5975 of the Pennsylvania Nonprofit Corporation Law and to
execute any related dissolution documents, to file with the Commonwealth of
Pennsylvania and appropriate county office any and all articles, amendments,
certificates and all other forms and related documents required to complete the
dissolution and liquidation of Dissolving Corporation.
IN WITNESS WHEREOF, we hereby certify that the above resolutions were duly
adopted unanimously by the remaining directors of Dissolving Corporation at a meeting
of the directors at which all of the remaining directors were present on the // ! day of ko
2013.
William F. White, President Robert Leyon, Treasurer
C>4
Maj. Frank Becraft Janet Spahr
EXHIBIT "D"
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December 12, 2014
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Bill White
Carlisle Preservation Alliance
P.O. Box 588
Carlisle, Pa. 17013
Dear Bill:
C
V
Thank you so much for the Carlisle Preservation Alliance' s `
very generous donation of $4635. 10 to the Carlisle Theatre!
As you know, the Carlisle Theatre depends upon
contributions such as yours in order to continue to bring
the Arts to Downtown Carlisle. We are so grateful that you
thought of us when deciding where to donate your funds.
Your organization' s support of our efforts is very deeply
appreciated.
F
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Again, thank you for the gift and for your help.
Sincerely,
C OLA—
Leslie Ste ner
Executive Director j
staff@carlisletheatre.org
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Cumberland County
Collecting I I
CAL
Engaging
Sharing S
.StoriesOCIETY
December 1.2014 C
_
c/o Bill White _
151 E. High Street
Carlisle PA 17013: j
l
Dear Mr. White:
On behalf of the Cumberland County Historical Society,please accept our gratitude for the
$4,635.10 contribution from the dissolution of the Carlisle Preservation Alliance. We appreciate
this gift:and we will:endeavor to continue the good work of the Alliance whose mission was very
closely tied to ours.
k
a
Sincere,
RXecutive Director
u i:'r'tr•: p
9
_ _ 21 North Pitt Street, Carlisle, PA 17013 - (717) 249-7610 i-iistaricr,I!;o-iety.c nm
.i pennsylvania
/�— DEPARTMENT OF LABOR&INDUSTRY
OFFICE OF UNEMPLOYMENT COMPENSATION TAX SERVICES
OCTOBER 28, 2014
CLEARANCE CERTIFICATE
IN THE MATTER OF:
CARLISLE PRESERVATION ALLIANCE INC
I HEREBY CERTIFY that the above-named corporation has filed with this department all reports
required to be filed by it, pursuant to the provisions of the Pennsylvania Unemployment Compensation
Law and Regulations promulgated thereunder; and has fully paid all contributions and interest
thereon known to be due to the PENNSYLVANIA UNEMPLOYMENT COMPENSATION FUND.
Director
Office of Unemployment Compensation Tax Services
Office of UC Tax Services
651 Boas Street Harrisburg,PA 17121-0750 1 www.dli.state.pa.us
Auxiliary aids and services are available upon request to individuals with disabilities.
Equal Opportunity Employer/Program
UC-62 REV 07-12
EXHIBIT "G"
U OF
CORPORATE
CLEARR POANCE Commonwealth of Pennsylvania
RATE CLEARANCE DIVISION ,: ..:.
P.O.BOXRGDepartment of Revenue
HARRISBURG,,PA17128-RR947
{
November 13,2014
k
MICHAEL A SCHERER ESQ
BARIC SCHERER LLC
19 W SOUTH ST
CARLISLE PA 17013
RE: CARLISLE PRESERVATION ALLIANCE,INC.
Enclosed is the PA Department of Revenue Clearance Certificate requested in connection with:
W,/ Dissolution of taxpayer through the Department of State.
r
Dissolution of taxpayer through Court of Common Pleas.
Withdrawal of foreign taxpayer through the Department of State.
Merger or consolidation of two or more taxpayers,where surviving taxpayer is not subject to
the jurisdiction of Pennsylvania.
F-1 Bulk-Sales Clearance Certificate.
Completion of contract by foreign corporation under provisions of the Act of 1947, P.L. 493.
❑ Division of the corporation into one or more corporations,where the surviving corporation or
corporations are not subject to the jurisdiction of Pennsylvania.
Thomas A. Boyer
Corporate Clearance Section
C
717-346-1698
Enclosure E_w
i _
VIM
i
EXHIBIT "H"
i
pennsytvania
DEPARTMENT OF REVENUE
Commonwealth of Pennsylvania
Department of Revenue
p �.
DISSOLUTION
Clearance Certificate
Company Name CARLISLE PRESERVATION ALLIANCE,INC.
i
E
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, 2008.
Witness my hand and seal of Office, on this date.
November 13, 2014
i
(Seal)
B.,
Hubler,Director
j! Bureau of Compliance t
FT
E_
(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)
IBM
COMMONWEALTH OF PENNSYLVANIA
OFFICE OF ATTORNEY GENERAL
KATHLEEN G. KANE
ATTORNEY GENERAL
March 11, 2015
Charitable Trusts and
Organizations Section
14th Flr., Strawberry Sq.
Harrisburg, PA 17120
Phone: (717) 783-2853
Facsimile: (717) 787-1.190
Michael A. Scherer, Esquire
BARIC SCHERER LLC
19 West South Street
Carlisle, PA 17013-3432
RE: Proposed Dissolution of Carlisle Preservation Alliance, Inc.
Dear Mr. Scherer:
This will acknowledge receipt of your notice regarding the above-captioned matter.
I have reviewed the information you submitted,regarding the proposed dissolution of
Carlisle Preservation Alliance,Inc.with remaining assets going to Carlisle Theatre and
Cumberland County Historical Society and have no objections.
Please be advised that the above review was made pursuant to the parens patriae function
of this office and has no bearing on any matter unrelated thereto. Be further advised that this no
objection is based on the information submitted to the Office of Attorney General and therefore
is conditioned upon its accuracy submissions or omissions and has no bearing on any tax,
antitrust, consumer protection, or other matter unrelated to that function. Thank you for your,
time and attention to this matter.
Sincerely,
ohn L. Downing
Deputy Attorney General
JLD/srh
3 _ �
EXHIBIT "I" .
BARIC 19 West South Street
Carlisle,Pennsylvania 17013
Attorneys at Law 71 249-6873
717 249-5755-Fax
SCHERER msc erer@baricscherer.com
LLC
David A. Baric
Michael A. Scherer
Tricia D. Na for
Bret P. Sha?r
Steven J. Fishman s
Of Counsel f
March 25, 2015
Matthew Candland
Manager
Borough of Carlisle
53 West South Street
Carlisle, Pennsylvania 17013
RE: Carlisle Preservation Alliance, Inc.
s
Dear Mr. Candland:
Notice is hereby given that Carlisle Preservation Alliance, Inc., a Pennsylvania
Nonprofit Corporation of 50 East High Street, Carlisle, PA 17013, is being dissolved
and is now engaged in winding up proceedings so that its corporate existence shall be
ended pursuant to Section 5875 of the Pennsylvania Nonprofit Corporation Law of
1988, as amended.
Should you have any questions concerning this matter, please contact me.
Very truly yours,
BARIC SCHERER LLC
Michael A. Scherer, Esquire
MAS/jl
cc: File
mas.dir/corporatelcarlislepreservationalliance/boroughofcarlisle.ltr �-
EXHIBIT "J"
CERTIFICATE OF SERVICE
I hereby certify that on April 2, 2015, I, Jennifer S. Lindsay, secretary at Baric
Scherer LLC, did serve a copy of the Petition For Approval Of Disposition Of Assets Of
A Nonprofit Corporation Upon Dissolution, by first class U.S. mail, postage prepaid, to
the party listed below, as follows:
John L. Downing, Esquire
Deputy Attorney General
Office of the Attorney General
Charitable Trusts and Organizations Section
14th Floor, Strawberry Square
Harrisburg, Pennsylvania 17120
�enn'fe Lindsay