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HomeMy WebLinkAbout05-27-05 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. jJ -05 -04 '1 ~ INRE: PINE CREST HOLDING OMPANY, a Pennsylvania Nonprofit orporation PETlTI N FOR APPOINTMENT OF SUCCESSOR, MEMBERS AND DIRECTORS OF INE CREST HOLDING COMPANY TO THE HONORABLE J DGES OF SAID COURT: " : r-",,'> ~~.. , ,....' Ld , , -_"2 ,I ;'h_, ,-""', Petitioner, West Shore Democratic Club respectfully requests that: (al George A. DeMartyn, James H. H zler and Viola E. McPherson be appointed as successor corporate members of Pine Crest olding Company; and (b) the same individuals be appointed as the successor corporate dir ctors of Pine Crest Holding Company, and offer the following in support: JURISDICTION 1. This Cou has jurisdiction over this matter pursuant to Rule of Judicial Administration No. 2156. VENUE 2. Venue lie with this Court pursuant to Section 726 of the PEF Code, 20 Pa. C.SA 3726. VI AUTHORITY 3. This Cou has the authority to grant the Petitioners request by exercising its equitable powers conferr d upon it by Section 104 of the Associations Code, 15 Pa. C.SA 3 104, Section 5104 of the onprofit Corporation Law, 15 Pa. C.S.A. 3 5104 and Section 715 of the PEF Code, 20 Pa. C. .A. 3 715. 4. The Petiti nonprofit corporation wit County, Pennsylvania. PARTIES ner is West Shore Democratic Club ("West Shore"), a Pennsylvania its registered offices located at 22 Hillcrest Road, Enola, Cumberland 5. Pine Cre t Holding Company ("Pine Crest") is a Pennsylvania nonprofit corporation with its last egistered office having been located at 47 North Enola Drive, Enola, Cumberland County, Pe nsylvania. FACTS 6. West Sh re is a nonprofit non-stock member-based Pennsylvania corporation the Articles of Incorpora ion for which were approved by way of a Decree of Incorporation dated January 4, 1955 and issued by the Court of Common Pleas of Cumberland County, Pennsylvania, the sam having been recorded in the Office of the Recorder of Deeds for Cumberland County, Pe nsylvania in Miscellaneous Book 111, Page 148. (Exhibit A) 7. Pine Cre t is a nonprofit non-stock member-based Pennsylvania corporation the Articles of Incorporatio for which were approved by way of a Decree of Incorporation dated October 17, 1957 an issued by the Court of Common Pleas of Cumberland County, Pennsylvania, the sam having been recorded in the Office of the Recorder of Deeds for Cumberland County, Pe nsylvania in Miscellaneous Book 130, Page 76. (Exhibit B) 2 8. The Artices of Incorporation for West Shore state that West Shore was organized the following urposes: (a) to support the principals of the Democratic Political Party; (b) to aid and assist in he election of Democratic candidates to public office; (c) to register citizens in the Democr tic Party; (d) to raise funds, by legal means, for the purpose of registering voters and el cting Democratic candidates to public office; (e) to purchase or lease a building or buildings fo the purpose of maintaining a clubhouse for the said West Shore Democratic Club; and f) to hold social events for the purpose of raising funds for the maintenance of the We t Shore Democratic Club and for the registration of voters and the election of Democratic ndidates to public office. 9. The Articl s of Incorporation for Pine Crest state that corporation was organized for the purpose of acqui 'ng, holding title to and managing the real estate and personal property necessary for the opera ions of Pine Crest Holding Company and the use and benefit of West Shore. 10. Pine Cr st acquired real estate located in East Pennsboro Township, Cumberland County, P nnsylvania, improved with a two story framed dwelling and other buildings by way of a D ed dated October 13, 1957 and recorded in the Office of the Recorder of Deeds for Cumberl nd County, Pennsylvania in Deed Book C, Volume 18, Page 488 ("Property"). (Exhibit C) same. 11. West Sh re began occupying the Property upon Pine Crest's acquisition of the 12. West Sh re amended its Articles of Incorporation by filing Articles of Amendment to Articles of Incorpo ation with the Court of Common Pleas of Cumberland County, Pennsylvania, the same having been approved by the Court on march 12, 1965 and recorded in the Office of the Reco er of Deeds for Cumberland County, Pennsylvania in Miscellaneous Book 168, Page 1009. Exhibit D) 13. Said Arti les of Amendment restated West Shore's corporate purpose to be: "To establish and maintain f a social club providing restaurant and other facilities for members and bonafide guests only. Membership shall be limited to persons enrolled as a member of the 3 Democratic Political Pa y in the Commonwealth of Pennsylvania and/or persons interested in the affairs of such Party This is an organization that does not contemplate pecuniary gain or profit, incidental or othe ise, to its members." 14. West Sh e operated a social club at the Property from 1965 until approximately 1985. 15. In 1985, t e members of West Shore disbanded and vacated the Property. 16. Shortly a er West Shore vacated the Property, the improvements constructed thereon were destroyed y fire. 17. The impr vements were never rebuilt and the Property has remained vacant up to the present day. 18. Record ti Ie to the Property remains to the present day in the name of Pine Crest pursuant to the deed ref renced in Paragraph 10 above. 22. Shore, De Martyn initiat . DeMartyn ("DeMartyn") is an adult individual whose residence ad, Enola, Cumberland County, Pennsylvania. 19. George address is 22 Hillcrest 20. DeMarty and disbandment of the was a member of West Shore at the time of the aforementioned fire 21. Beginnin the corporate affairs of in March, 2002, DeMartyn initiated steps to reorganize and reactivate est Shore. tly with his reorganization and reactivation efforts pertaining to West steps to reorganize and reactivate the corporate affairs of Pine Crest. 23. DeMarty conducted an investigation as to the whereabouts of the incorporators, members, directors and officers of West Shore and Pine Crest. 4 24. As a res It of those investigations, Mr. De Martyn made contact with Ms. Viola McPherson, an adult ndividual residing at 447 2nd Street, Enola, Cumberland County, Pennsylvania ("McPhers n"), fellow member of West Shore and one of the Incorporators named in the Articles of Incor oration for West Shore, and asked her to join him in his efforts to reorganize and revitalize the corporate activities of West Shore. 25. De Martyn and McPherson have now completed the reorganization and revitalization of the corp rate affairs of West Shore. 26. As a pa were elected to the Bo West Shore. of that reorganization and revitalization, DeMartyn and McPherson d of Directors of West Shore and DeMartyn was elected President of 27. Also as a part of the .reorganization and revitalization of West Shore, James H. Hertzler, an adult indivi ual residing at 920 South Humer Street, Enola, Cumberland County, Pennsylvania ("Hertzler" has been admitted to membership in West Shore, has been elected to the Board of Directors a d has been elected Secretary and Treasurer of West Shore. 28. DeMarty 's investigations have failed to turn up the identity and location of any surviving incorporators, members, directors or officers of Pine Crest and furthermore failed to yield any written corp rate records whatsoever for Pine Crest other than its Articles of Incorporation. 29. DeMarty 's investigations did disclose that Oliver Rosenberg ("Rosenberg") who was one of the incorpor tors of Pine Crest, one of its initial Directors and its first Treasurer, died in 1996. 30. De Marty was also able to determine that Rosenberg and after his death, the Rosenberg family, paid he real estate taxes for the Property, on the belief that the Property was somehow an asset of R senberg or the Rosenberg family. 5 31. Demartyn s investigations, as well as his own personal involvement with West Shore prior to its disban ment in 1985 and his personal associations with Mr. Rosenberg during his lifetime, have led De artyn to the conclusion that Mr. Rosenberg may have been the sole driving force behind Pin Crest and that no other individuals, other than those initially associated with Pine Cr st at the time of its formation, were ever involved in its affairs. 32. Without urvlVlng incorporators, members, directors or officers of Pine Crest, Pine Crest cannot fun ion and West Shore is unable to enjoy the benefits of the corporate mission of Pine Crest. 33. West Sh re now desires to reorganize and revitalize the corporate affairs of Pine Crest so that Pine Cres may fulfill its corporate mission and so that West Shore can enjoy the benefits of the corporate mission of Pine Crest. 34. Given th close relationship between West Shore and Pine Crest, West Shore believes that it is in the est interest of West Shore that De Martyn , Hertzler and McPherson be named the sole success r members and directors of Pine Crest, as successors to all individuals and entities, living, dec ased or otherwise absent or disposed, formerly and currently holding such membership and / r director status in Pine Crest. 35. Toward t at end, West Shore files this Petition for the appointment of successor members and directors f Pine Crest. 6 WHEREFORE, our Petitioner West Shore respectfully requests that this Honorable Court: a. Issue a D cree appointing George A. DeMartyn, James H. Hertzler and Viola E. McPherson as the sole ccessor members and directors of Pine Crest as successors to all individuals and entities, I ving, deceased or otherwise absent or disposed, formerly and currently holding such m mbership and / or director status in Pine Crest; and b. Order an such further and other appropriate relief that may be deemed to be necessary. Respectfully submitted, Date: 2...C ~, 2005 By: 1i{~ Coyne & Coyne, P.C. Attorney I.D. No. {Tt(, ZG6- 3901 Market Street Camp Hill, PA 17011 Attorney for Petitioners 7 VERIFICA nON I, George A. De artyn, individually, and as President of West Shore Democratic Club, verify that the statemen s made in the foregoing Petition are true and correct to the best of my knowledge, information nd belief. I understand that false statements herein are made subject to the penalties of 18 Pa C.S. 94904 relating to unsworn falsification to authorities. Dated: ~:;4~/ 'George A. DeMartyn 8 ,...F-'QS ~".~ ` _~ :.f ~Y ` t _ ..._ . .. ._. eaaK111'..- rncE148 . _ ........_. ~. __ . _ ~. .. - ~. R IN THE CCURT OF CCA~iON PLEAS. OF CUh4~ERLAND CCUNTY, ' P..~.~7~YLVATfZA - ,'~; .. ~',IN. RE:'ppplacation of the 1fEST~SHCRE ; . DEMOCRATId~ CT3J9 fo* the ppurer •: pose of Obtalni~ a'chatidr ~ No. t ~ FEBRUARY TERM, 1955 ~ under the Nonpro it Corpora- : lion I,iw of the OommonweaYth ~~~ of~Pennsylvania.. . DPsCREE OF INCCRPCRATICN t { known as ".The.Nonprpfit Corporation Law," approved May~5, 1933 as 'amended; snd t2rat the ;purposes of the proposed corporation appear ~ .. r 3 to be lawful and not Spurious to the community. It is therefore • ~ ~ ordered•and decreed, that the Articles of Incorporation of the _ >: - Rest= Shore Democratic•Club be and•the same are hereby approved and. i , `I .thati:upon the recording oT the said Articles and this order, the ,: ' subsgribera•thereto and their associates and successors, shall be a body politic and corporate in deed and in law by the name of the N@s~ Shore Democratic'Club, which shall exist perpetually and shall be invested with, and have and en1oy all the powers, , ~ privileges and franchises incident to a nonprofit borporation and t • ~ . i be subject to all the duties, requirements, and restrictions ~ specified and enjoined in and by the "Nonprofit Corporation Lax,!' and all other applicable laxs of this Commonwealth. ~ YIITNESS MY HAND and' the seal of the said Court. . .... AND N011, this "7 day,of Januarx, 1955, at'~~3+ o-clock,~ .Y., Eastern Standard Time, application for a charter, and the Articles of Incorporation of the hest Shore Democratic Club under the "Nonprofit Corporatiun Law," approved Mey 5, 1933,. as•amended, having been presented for approval: to me, a•law fudge j of the said County, accompanied by proof of the publication of the notice of such application and a certificate from the Department of State shoring the regis.tratlon of the proposed corporate name as required'by law, I'do hereby certify that I have perused and• - I ~ exam4ned• the said instruments and that Z find the same to De in , ~ the proper foiin and within th° provisions and requirements of the ~ ;Act of~the General A39embly of the Commonwealth of Pennsylvania, IBIT "C" pg1 -~ L~ rt~~' <+ . .. • , ~• ~~ ~• • sooxll~ rASr149 • - .I •• i • ,. IN THS COLfftT OF COMMON PIERS OF CUMHERI,AND COUNTY, PENNSYLVANIA • IN RP: Applicatioh of the lfest Shore : ~. -Democratic Club for the pur-• ; pose of obtaining ~ charter ,~/~ S: under the Nonprorit Corpora= No.69-1(, 19D*' tion taw of the Commonwealth of Pennsylvania. t - TO TH$ HONORABLY, TH& JUDGES OF SAID COURT: 'The petition of. Harold J. Proffitt, James M.•ffildebrandt, ~ Gerald T;. IAwe, Lester H. Jackson, Gx•ace Si. .I 'Jacobs, Nina Fs. Ipvendusky, Mary E. Rosenberg and.Viola E. Mc- Pherson, incorporators of the west Shore Democratic Club, i respectiUlly represents: •i 1. That they are the incorporators under the Articles •f of incorporation of the Rest Shore Democratic Club which Articles, i • 'together with the certificate from the Department of State relating to the registration of the•ebove corporate name, were filed in the office of the Prothon terry under the above team and 1 ~~// S a ntmmber on the ~ y fR. day of ~Swa1954. ~ 2. That the said incorporators advertised their ~ - •' ~ intention to make this application for a charter in accordance with the provisions of "The Nonprofit Corporation Law" of 1933 as amended and_proot' of said advertisement is submitted herewith. That the Articles of Incorporation of the said hest •~ ;$hore Democratic Club, riled in the office of the Prothonotary, j are submitted herewith. F i EXHIBIT "C" pg-2 aoox111 ~ 'racE150 . ~~ .~ - , f - ~ ~. I ~ •- f 17HEREFORE, the petitioners pray your Honorable Court to enter ,a decree approving the saLd Articles of Incorporation • +~ and granting a charter to the TFest Shore Democratic Club. ~. And they sill forever pray..... .i~ . ld'J. Litt ' James M. H1 debrandt Gerald L. Lowe '7- , • - ~• Le er H. Jac ~ Incorporators Grace H. Jac •Nina E. Lovanduslgr ~-' , ~(e~r(~: Rosenberg ' Viols E. M~Pherson _ ' ,~. ~ - ' :1 r v - I r • a EXHIBIT "8" pg 3 ~; . w i .: .i i r - auoK111 YacE151 - a • f • ~ COh010Nif$ALTH OF PENNSYLVANIA SS: ' • COUNTY OF CUK9F~iLAND ' • AFFIDAVIT ~ ~ Harold J. Proffitt, James M. Hildebrandt, R. Marlin ~ Eckert, Gerald L. Lowe, Lester H. Jackson, Grace H. Jacobs, Nina E. Lovendusky. Mary E. Rosenberg and Viola E. McPherson, your ~ petitioners and incorporators above named, being duly sworn • i according to law, depose and say that the facts set fortih fir. the foregoing petitfoa are true and correct to their personal j knowledge. Sworn to and•subac bed ~ before me-this Z day • of November, 1954. ' t ~e~~y c . My.comnti ion ezpirea ~~7~~!~t-cy~ /7 •. f•~-~ February 13, 1955. Gerald L. T,owe e i ' Le r H. Jacks . ~ .~~ Grace H. J o s ' .#~~;~st~ N na Loven us q~ . ~ •_``~~. iU w. -f~~ t' I I ~r• ~ c '( ~• W~''-` 1 [1' ~:^~ ~ M Rosen erg • ~!~ -.',err' rta `J';~~ ~~'' ~" ~`~dL''""" - ` ,,,,, ?.-• V ~ola E. McP arson EXHIBIT "C" pg 4 __ r 1. • ~ ~ , eooK111 Nac~152 • _ ~ • i ~ ~ ~. ~ s IN THE~COURT OF C0~[ON PIEAS OF CU1iBF~LAND,COUNTY, FSNNSYLYANIA 1N Rfi: Application of the Aest Shore • :. Democratic Club for the pur- • pose of obtaining a charter ; • ~ under. the NonprotiL Corpora- ; No: DECF~ER TERb[, 1954 i - tioa Law of the Commonwealth • of Pennsylvania. , ff ARTICLES OF INCORPORATION i _ ~ Bfi.IT KNOPIN, that the undersigned, all of whom are residents. of the Commonwealth of Pennsylvania and cit~.zens of the United States and all of whom are of full agQ, having associated I ' ' themselves together for the purpose of organizing the west Shore ~ 7 Democratic Club, and being desirous of becoming incorporated in R acoordanoe•with~the provisions and requirements of the Act of the ' General Aasembljr of the Commonwealth of Pennsylvania known as the ~ .. ~ , • ,' "Noaprotit~Corporatiori Law," approved Mqy 5, 1933, as amended, do •~hereby Qeclare, set forth, and Certify as follows:. 1. That the name of the corporation. is the "pest Shore Democratic Club." • ~ ~ " 2.-.That the location and post office address of its • initial registered office in this. Commonwealth is 501 kiarket • ~ Street, New Cumberland, Cumberland County, pennsylvani~a.• ~ - 3. That the purpose or purposes of the proposed corpor- . ,~ ation.are; to support the principles of the bemocratic political ~Party;•to aid and assist in the election of Democratic candidates to public offices; to register citizens in the Democratic party; ' to raise ttulds, by legal means, For the purposes of registering . voters and electing Democratic candidates to public office; to purchase or lease a Ouilding or buildings for the purpose of i EXHIBIT "C" pg55 f.,. ~ ~ _ , • , _ - ~ eooK111 .NacE153 ' • ~ ~ ~ . .. (~~~ h ~ . ,. ~ ~ ~ - • maintaining a club house-for the said Weat Shore Democratic Club;i"a • to hold social events for the purpose of raising fluids for the ~ •iasintanance of the hest Stare Democratic Club and for the i'egis- l~. ~ tration of voters•and the election of Democratic candidates to public office., This is a corporation which does not contemplate ~ pecuniary gain or profit, incident or othersise, to its members. 4. Thy, term of its existence is perpetual. 5. That the names and addresses of the incorporators s - ~ are: Harold J. Proffitt, 1820 Brandt Avenue, New Cumberland, Pennsylvania ~ ~ James M. Hildebrandt, 158 Wyoming Avenue, Enola, Pa. c Gerald L. Lose, 408 Fairview, West Fairview, Pa. . • jester H. Jackson, Fourth Street, Sumnerdale, pa. . ~ , ~ • , ~ Grace H. Jacobs, 315 South Enola Drive,~Enola, Pa. • • ~: •• • Nina E. lovendustq, 226 Columtria Road, Enola, Pa. •. • ~ ~ ~ • ~ Maarryy E. Sosenberg, 47 Altoona Avenue, Lewis park, . ~ !' .. :Enola,.~l~ennsylvania. . Viola E. McPherson, 447 Second Street, West Fairview,• ~ Pennsylvania. y •• ~• ~ 8'.' That the follosi~ng are the names, titles, .and ~ addresses of the persons who are to act as Directors until the ~ • election ot~thair'!auccessors: - • James M. Hildebrandt, President, 158 Wyoming Avenue, - • Enola, Pennsylvania. Harold J. Proffitt, Secretary d~ Treasurer, 1820 Brandt • Avenue, New Cumberland, Pennsylvania • Viola E. McPherson, '447 Second Street, West Fairview, ' • Pennsylvania. XHIBIT"C" pg 6 , Lester H. Jackson, Fourth Street, Summerdale, Pa. eanK111 racE154 . a. Nina R. Lovendusky,~ 226 Columbia Road, Er-ola, Pa. ! ' y Oerald ~.. I,oxe, 408 FalrvleR, best Fairvlex, Pa. i ?. That this corporation is organized upon anon- stock basis, ' 8. The amount of the assets xhlch the corporation has to-start its corporate Sanction is: Cash --- ¢500.00. . 9. Atiy laxltil provision for the regulation of the ' affairs of the corporation, including. restrictions upon the prnrer to emend the Articles, number and qualification of the members, voting and other rights and privileges of membership, dues or ' ' 'eases and the method of~collection thereof. The foregoi~~Ing • ,~, matte~be set Sorth in the s~ ~~~\~, l tsEU') Az) ld J Pro tt Jemes debrandt ( Gerald L. I,oxe s . 3 t~ Le ter H. Jac1 race H. Jaco ' 1 ~~~ ~~ (s~Ah) '' N na E. Ipvenduaky Lf .Rosenberg 1~ Viola S. Mcph rson • ! , EXHIBIT "C" pq 7 J -. • r • ~ eooK111 . racE155 ... :,;fir .•~ , ~G•~~.ti ; ~-,.,~ ~ ~, ,, . . , ,~ .. ' COIQ,(ONlff-ALTH OF PENNSYLVNlIA • 93: COUNTY OF CUI~RLAND ~ ' • • BTsFC)RE ~, a Notary Public, in and for the county aSoresald,•personnally+•came Hara1Q J. profitt, James K. Nilde- ;• • Brandt, Gerald L. Lowe, I;esur H. Jackebn, • 'Grace•H. Jacobs, Nina E. Lovendusky, )dary E. Rosenberg and Viola E• McPhbrson, all of the above named incorporators who, ltt • due Yorm'of.law, aclmowledged the foregoing instrument Lo be their act and deed Sor the purposes therein specified. 1 tt JameB ~[. ~ ldebrandt i Gerald L. Lowe • e, ter H. Jacl o ~ Grace H. ac • ~• 7~~ i N a. E• Lovenduslp- ~ osen erg • • V~o a &. LicPh on i witness my hand and Notarial seal thiv.l3 daffy of November, 1954.• ~ ~•' :vas ~.•., Ma are Stay . ~ i g{ ry ~, • • •~,r,1~'°~ ~•`~~ D~(y commission expires Feb, 13, 1955. ~'40~; S ~ ~ ~' EXHIBIT "C" pg 8 . . • ` ~ 1 . .. ... eoox111 ~AC~156 ~ • ~.,.-,~.~.-a .~.. COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE - i ~ 1 ~ HARRtsCURG, ne~LLS, ~95L .. 1 DO HEREBY CERTIFY, That ths~ name Il.et amore Dsroooratia Club being awailabl• Sor nss by a proposed apnproiit oorporation, xae this dsy duly registered in.thia ofiioe in aooozdanoe with tha proxisioaa of ~rtiols 11 of the Nonprofit Corporation Law, appro~sd the. fifth day of Yay, A.'D. 1D$3, P. L. 288, ae amended. /. , .. • /!~~ IN TESTIMONY R'IIBRFAF, I lwet itrsrnte i tst ety iatd and mrted-tf~s tml of tks Ds- partntes6 of Sbls !e 6s aJFred, Nu day aid • - ret- abws srittse. '~ Sstxsbr~r oft emmenwsoJtM C ~HIBIT "C" pg 9 •:~~'. .. .'• J .~ ~~ • ..Y t ~, L. L~,- :~. ; t.:.. . ~; ~; ~~-. ~1 . . ,' ~:. • -r u•. o~~. G .. ~ _i. ., ~, 1 800KZ~.1 PAL[1cr7~ Fcoof of Publication ~ [LN K ?eaagNaale, «. Oeud et (.1tsMrlud. Fo[;ss A. _ChaxlAun,_.AQ~.._~gr.._ K tx: avalrtxa rnxTtrtcs. et t!e OouV ud, e4s teN.we, Mle[ duty ewers depeeee sad use lht TXD 7Y~ttWO !L!!?7N114 a aewaNWr K [eaml elreeliUSa u tYe Neeu[- et Carllele, Cnsd aed Slate atoreeeld, wu ietebW\ed DeeesMr Lt. 1dd1, clew w61a- NN SHL sYert(Na eJOrITINlL -ee bees n[ularb beued la eW Gaab. sad tYet the yrlsted wtlw er DuNIaIUSa ettealM tienle U eaeeld tM use u wn PrhKed esd yuNb6ed le t!e nN4r edltloae aed luaw of jlle nld TH1m iVT2flNO [16ftT17iL7. on tle de1NwL[ 4teti He - Ce* eE Ileliee eE ~ltbli Ilea . Deoamber 1 1 4 -._.. . x,....45.----- ---- ~~. ~t Myer depew.tLat u L set Ltenerd L W euY}at aat4r et iLe alwe• ~ ~ eeet tetlee ee alrertWaHat, aed tot aU N1ePtteae li tJte le+e[etuf etabtewt r M floe. paw sat ettaraeNr K n_MWtlia an tree. 1tw1Y '-'~ e-. t. .d w tr~i+lraw.~ ~~. t.r ~ t r' 1~. -. ~iveere.,is armed wYearltwd Yeb.e sw tW .............~ .....dq i . 4• ~..,d ~.. d~ tlr eleatle M7 eeolerta egtlee: d~ ~1 PJC'9r/ r ' j raj l~j J . ~Yq. a~11r 7.17RO~M.ie~[IMM.r. G,• •: ' ~IYt=~-e~~' ~ l ~ ~, ' Itweyheet4 aW ~euw a.w.. r~..il},a y~,r ~: . . ., I ~ t. 1- ~~~ E XHIBIT "~" pg. 10 .` a ~.. . a` ~ ' eooK111 ~act158 Proof of Publication of Notice in Cumberland Law Journal (Undbr Act No. 687, Approved ]fay 18, 1929), P. L. 1714 Stab of Pennaylvaala County of'Cnmb}rland } M' Jose R. ihmer one of t,ie Edltan of the Cumberland Law Journal, pf the CoutRY and State afarawid, be(ne duly sworn, aecordin~ to law, depa}ea and says that the Camberiand Law Journal, a le;al periodical publLhad in the Boroa~h of Car- lisle i4 the ConntY and State aforesaid, wu eabbl4hed Januap 2, 1962 and. deei8nated by the local exurb u the offiEtal lesal periodical for the pnblieation of all letal notices, and has sihca JlanarY 2, 1962, been reHntarly lesuid wuklr in said County, and that the printed notice or publleaNon attached hereto is exactly the same as was printed in the resular editions and issues of the said Cumberland Law Journal on the follovrint dates, viz: December 17. 1954 ' • Affiaat furilher deposes that ha is authorized to•verifY this statement by the Cumberland ' Law Joaraal, a lesal periodical of paeral e)reolation, sad drat he V not intereebd in the sub/ect batter of the aforesaid notice or adverttsam}nt, and that all ~llsrations W the foze- =o(ar afabmanb ae b time, place and character of pubUcatioa era true. - ' I rx rma oobar or coraox rL9an. wbtll to and'eubscribed before me thL 17th ~TL~alurta Sx L; OIfTT. rqI N w ~' er6ea i~rw ear D 195lA_ rTr.~. a.~4 ~ x.. rsaaoaxi Nefern -eY1N. i MY Commission Expires: January ~...N. '', . eE~~e~ OF sous s `Mt . I %~ , 'T ~ "A i acrneoce ei Ot[DS l - : • ^ e' d : ~: I CUM ERUND'CDDan lENeyY~YAan ' EX HIBIT'TC" pg 11 • ~ 09/19/2002 10:00 FAa 717 791 3015 ~gg~q `- ~ c r.. RECMO`R-8.E4~~ pr'twrF to I as w f94 '~~./ l: .jam. C COMfEttAMO C09N17 •uaM~.MMW . .~ 1: i ~ Y I s ,~` ~ 1 ~~ i - ; BGO-t 1J~ rte r~ IX $8t PINg (T1~F,$T HO~t1zNQ~ CQiPA]~7C ~ 010 Ia tho Matter oTa : In the Count of Coauoa Pleas at Csanberland County ~ Petmsyll-ania Appliaaticn of Piae Greet s Hoidin~ Company for Charter : No. v~~, f~+1957. ~3~~ ~ Ths petition of the upderaisned respeotfnlly repxesentss Zn corapLiance with the requirements of an bct of C.enerai Assembly of the Commoai+ealth of Pennsylvania entitled "Aa dct rs- I,ating'to Nonprofit Caxporations~ etc,p approved 24ay ~, 1933e and the supplements and amenda~eats thereto, the un6ersigned~ all 01' whom. are citizens of the Cos~aouwealth of Peansylvahi.a ~ ha•rins asso- Dieted thsmselvea together for the purposes hereinafter s,~ecitisd cad desiring that they be int3rporatnd according to laws do hereby certify. 1. The riane of the proposed corporation is Pine Crest .Holding Compaay~ which has been duly registered with the DspartlmeAt ; ` oS State, of the Ga®mom-ealth oP Pennsylvania, ti-ithin ai3: months of the date of thin application for a eharteT. 2. The lOCatioa and post office address oP the ~opossd corporation's initial registered oifica in this Ccemonweulth is 47 North Enola Brfve~ Hno],a~ Pennsylvania. 3. The proposefl carparati~ is organised for t'~e folloq- ing purposes: To acquire, hold title to, and manage the zeal estate aAd the personal property necessary for the operations of the Pine crest Ho~,diag Compaliy and Tor the use and benefit or file west - Shore Democratic Club. oariarzooz io:oi Fan lit Tel aois Jns~e BAps IJU tYdit ~~ ~. The proposed corporation dose not oantea~plate peou- aiary gain or profit, ix-cidental or othvrxise~ to its members. 'S. The proposed corporation is to exist perpstna7.ly • or until laxtully dissolved. 6. The names and plsces of residence abd post affioe addresses of va~h of the incorporators are as Polloxst Robert G, Dvrrick...223 itoodland Ave. ~ l~vx Gumberlanc., Pa. Oliver Roavnberg....~7 Aortb 8nola Dr;~ $nola, Fa. t3eargn' Reatn........166 South EQOls Dr.•, Snola, 1'e. _ Helen Aavia......,..2b Shady Line, Enola, Pa. hdward Miller.... .:.605 laid Bt. ~ ~fsw Cumberland, Pt•. • 7. The names sad addresses of three or more perxoais who will act as directors for a term of one yearn or until their successors are elected, ores Robert C. Derrick...223 iloodland aQe., Nex Cumberlantil, Pa. Oliver Rosvaberg....~•7 North Enola Dr., gnola, Pa. •~ivorge Fieam......... ~ Shedy LaneLFnola,E ~2a ~ Pa. Helen Davis......... Rdxard Ki11er.......805 2nd St., NeH Cumberland, Pa. 8. The officers of the proposed corporation shall be President, vice-Presiden ,Secretary, and Treasurer, apd such other officers as the reposed-corporation may frcrn time to time elect or appoint. 9. Trig names and addresses Cf the atYi.cers AP the proposed Corp atia~n, xho x111 act for a term of orw yeas, or until their successors are elected, are as falloxss President...........Gaorge Ream 166 south Faala Ax., 8nola, Pa. Yioe-P7resident......Sdxard M3J.ler $t15 2nd $t., Rev Cumberland, Pa.. Secretary...........Helen Davis • 26 8liady Lane ~ Bnola ! Pa. Treasurer.....:.....Oliver Rosenberg •• ~1 North ~snola Dr., Hnala, Pa. ~ 10. The time and place oP holding the.electftui:ind the term of office of the several officers and directors shy"ll be pre;-• scribed by the B,~-laws e~ the proposed carporstian. - 2 . .~_ • ~• 1 ~`• ,; 09/19/2002 10:01 FAa 717 T61 5015 JDS&1P X012 etc 1~U -~ 1$ 11. '!`hb govexnteent and management o! the proposed corporation sTiall be entrusted to the aforesaid oi`ticers- ask` ~ • ~ directors. 12. The corporation uay acquire atsd hold realestnte 1 r and aitsl property and may mortgage said real estato, borrow money and so4y issue booms or other evides-esa of indebtedness, aid to secure said bond°_ may execute mortgare9 or deeds of trust for its property for the acquisitions or improvement of air steal estate ar other property which may ba acquired. 13. The board of directors of the proposed carporatiosl will have full authority, witlxout prior approval of the mesnbare }}~ i of said corporation, to approve aT1d enter into Contracts, to horror money, purchase, mortgage, sell, lesse away, ar oth~~iwiss ~ dispas:• of any real estate or parsoisal property of the eor°,~oratioa. 14. The admission to.membarshlp and repuipensnts thereof s+hail be prescribed by the Hy-Lxs of tha proposed corporation, ~;' subject to the provisions of the constitution and aax of tha iTaitd States and the Caoanosswealth of Pennsylvania. 15. 2hs proposed corporation is to be organized oa a ~ non-stock basis. 7,b. The assets which the prapsssed corporation w1.21 have ! to start its eorparate t~snetions consist of the fallowing: Gash .................85,Oaa.oO ! Zotal Assets.........SS,Oaa.OO ' t In Testimony Whereot, we, the iacorgorators, all of whoa. :axe of full age and residents of the Coamcnvealth of Penaaylvassia ? and citiaena of the Unlted Staten of psaerica, have hereunto set ; our hands and seals this 9th day of October ~ , 1957• i ': - i t t1 t - 3 - i. 09/19/YOOY 10:0Y FAZ 717 781 5015 ~DS& ~ 013 ~-ac ~~iU ~ '1y ,. • ~ ~'L~ (SEAL). ~ ~• fi (S&ItL) _....~SLiL) i '' t- • # .s • ~ sT,-~ ar P'FIQNSYLV~IS ~ 's : ss: ~ n-~z~ . coo~r ai- : .; Before me, a lFotnry Pnb13C in and Por the aforesaid Couinty and State, personally appeared RQE~R? C. DERRICK, OLIVFR ROSENBFRC*, G8OSG£ R'ERb[, IiELEN U4YIS, and EDM1~ MILLER, xho~ befog duly sxorn according to law, depose and say that they ere the petitivoers aforesaid acid that the Tarts sat forth in the foregaiag petition ere true and correct to tre best ~~~ of their lmoyl8dee, intoraiation, an0 belief. •y6~~ TBxara to and subscribed before aye this 4th-~ October , 1957. :! _ 1 1N~w, -oolk 1Nnldro~r. Biudin w G.enbM b~ iwr ~,1xA ~~ i'~~ .. __,".; , ixy~ ~,*~=t .f }i ~~ t . ~ .~ .~ i i ,.' 't .~ i 09/19/200Y 10:03 FAZ 717 761 3015 JDSB~X ~';~ X30 ... ~ sT~s o~ tr,~Yrver~t ~ . - . COUN'FX OF i ss. $ePore me, a laptary Public in and for the State anQ • County atoreaaid~ persasatly appeared the above-sawed R~RT C. •' ' DERRIC$~ OLIY~R~ ROSRN~RQ~ QrEO~fsE HEAi~f, HLL~N DAVIS~ and ~WJtKD ~IS,~Rs asd in due form by Iaw aelar+atitledged the above patitioas to • • • ~~ .~.y I. be their act sad deed and desired that the same might be recorded •~ •~ as such. • MIZTDiF.SS my hand and stotarisl seal this 9~ day of October , 1957• • ...,,.,,._ My •Commigsion s~ Ilowt' M1Mc, M~~rYMI, o0 ~It Ce~Wio~ Mfrs l.b a,11W j. ~• ~, •. t~ a . fif L- r • ~~ 09!19/2002 '10:03 FAZ 717 761 SOTS JDS&1P X915 •+t; ~ ~ ~ n~. ` •~ it • i ::{• '~t: 'I ec~x ~~3U Pace ~~ PR QNOT Yt3 CRRTIF,~CATR 41® 1i0W , this id t~, day of y,~~~~ , l g$7 ~ ' . I,,r.~=~ ,Prothonotary of the Coart of • Coemwn Pleas, Cwnbe~t3tstg, Pennsylvat2ia, do hereby cert_fy that the Articles of Incorporation of PIl4E CfiL3T ROLDING C~ANY was tiled in the G!'flce of the, Prothonotary on ~1.~ lO f 1957, aAd that no e7cCeptians or ebfectlans have !seen Tiloc9 to the granting oS•a charter for the said corporat#.on. WITtI~SS ~ trend and seal. i ~, s 09/19/EOOY 10:0! FdZ 717 7B3 90IS 1DS&F _ ~01E ~.~.naa~s~ ..^.~• Bit 1~s~J ~~~ ~~ C6MMONWEALTH OF PENNSYLVANIA • DETARTNiifNT ©F 9y'ATE •, ' >`~.4. HARRISBURG, ~ r 9. L4;T _ '„t r • ~ ~•~, ~: . i •' h 5, I DO XEREAY CERTIFY, That the Wane •• ` PINE Cf~3T NOa.DIMG t~AH7--'-`~^ - ------ being available for aae by a propotsed nonprofit oorporat~.oa, was this dar duly regiatared is this oitiae in •aooorda>sae Wi.:h the provi-atoas•of Article ll of tha 1Ponprotit Oorporation Laoi, approved the filth day of ]tay, A. U. 1933, P. L. 2BS, as amandaQ~"~ IN TSS7'IJ110xY WtGEFCEOF, I Jw~s leeraaar~e seR nr irasd ai~rd aanrs~ tir un! R~ !4e Da ¢artnari of Sbla b bs sji.:ad, fbt dey yca- aarifteer. f _ ~~ • .Sacratarr ~j tba Ce~au I~ 09/191YOD2 10:04 FAS 71T T61 J015 JDSk1P ,~, @001{ Z~.IU PKGf aJ ~ 017 In the Matter of the In the Court of Comnoa Pleas of Applieatiott oi" PItiB CREST s Cumberland County, Pennsylvania 80T13ING COMPAIiY for Charter A'o. a U-4 ~--~~+•~~ ~•~..~ 2957 DFCR&~ paaaR'M, AAID N01~f, this I7 day of 8ctober~ 1457,ithe vtt:hin •r Articles oP Incorporation having been filed in the Office of the Prothonotary of the Court o: Comp~on P].eas of Cumberland Cnuntyi Pennsylvania; since October ldt 195'1 and it sppaaricyg th~~t the . publication of inten4ed application wen made•as required by lar~ anti the prooia of publication being hereto attached sad. m.-~de a ~ ,- part hereof; and the Certificate of the Dapartaent aS Sta;e per-. taiaing to the registration o~i the corporate name PI1B CR1:ST gQTDI1QG COlEPA1VY being attached to the petition and made a pant thereof it is hereby certified that the Court finds the Articles of Incorporation to be in proper form•aad within tbP provisia¢~s of the Nonprofit Corporation Act loo. 105, approved rfay §s 1933, ea anended~ a21d that the purpose or purposes given in the petition are lawful and not in3urious to the community. IT IS TfiF.REFOAF GRaERRD AND DECREED that the acid Articles oS Incorporation are approved and that, upon recording of the saiQ Articles and this ardor, the corporation PINS CFO:•ST RQLDI27G CO2~PANY shall come into existenct for the purpose or purposes apd upon the terms stated therein. SY/ COTktTa~ ry `~--~ ~d. Judge . . .. - `~ ' .~1, • •~. :. ~~; ~;, •F .-' . ~ 08!18/POOP 10;OS FAZ 717 7g1 3015 JDSaIf i~elE ecclt 13U ~ ~4 P"c7oaf of Pablication of Note in Cumberland .Law ,journal (Under Act Ka. bti'-. Appro~ ed kiss 36, 1829), P. I.. 178[ 3tata o! Pentpnivaaia Coantr of Cumberland ~ ss' Jaws ~. }iumer one of ti-o Editors of the CawsberTaad Lew Jenrnal, of the Ceuotr snd State aforeeatd, beins dilly 6worn, accordlnS to 3sw, dapost~a and ssyz that the Cumbarlaad Lsrr Journal, a legal pariodicai published !» the 19eroash of Crr- iisk in We County sad Statr afaresaid. wes sstsbTithed January 2. 1952 and destseett~d by the best eourrs ai the official Tesal periadicai for tttN pabliration of sit t!¢a1 notices, altd ltas since January 2, 1932, been ralfularly issued wrekly to said County, and that the prlnhd notice or pnbiicatioa sttschcd hereto La ~xactty the samo as +ras printed in the resulsr editieea and issues et the sstd Cnmturtsnd I.e~r Journal os the foilowins dates, ~9s: - Cctober IL 1aS7 _ _ Aftiyttrt further deposes that he is suthoriaed.te verify this atateataat by the Cpmberlsnd Law Journal, a !asst pertadiesi of seaeni circulation. and that he Ts not iattrasted to tAa sub)ect matter of the :tor~taid notice or advertisen-set, led that ail sllssatiana in t;te fat•!` ruing statements is to time, place and charptter of publication are trns. $~rorn to snd aabscribed before u-e !hie _ 2 2 L h H.QU., awe. My Cerntnisstoa Expires: Wi ..KW..-nl ~+i~Nih a,~:rr`5ie'1 s hafM,.• pwr-alr ~fi! a~ ...+,~ aw.. ,r,.br... ra. ..+~u.R. S ,~. f (~ . 1 f t S t ,2 i •! F f t } . s :. I . ''~ l i i } t __ _ ' 09!19/2002 10;06 FbS 7I7 781 J025 dDS&R F ~ 019 r Proof of Pablic~etion a~tw or rat~ar+..at.. »: rf tw.att or ams.+t..e. ~ ~~U i'H6E ~~ s Foster A. C!saxlton, Aavertisir~ Nauta~ar ,r ~ F;p~t~ std or w covet, .aa Sutbt .tee..ila. ltetaR daq~nw.tt. a~ ua aa• r~.e Tss avstartn a~IiTIT~t, ~ >Mrq~ ~c swat dcaatau~a ra to t)a.tsr K arxd., Goats eM etat~ .zw,+wa, wra ~tN1itY.a DeeeWer tat iqt, sl.a. rhtth Yq '!»4f : ]CY1c1iiN0 6~1TRftEL Lea lea rasa!.*b !..trot to Dale psitt, eta Litt the yrmt.a teen as ~uuhtleMYtn att.ahaa iwM t. aaaotlt tM .eN n wn yttata4 atd guuYtlahad to ~ e.sOhr aaiq..a asa Wee of W. aata 'Cfti 1sYENIN'l• itQ11tltt!!y, q the ~' tY9ealaR aatM. ~ tis ar~+.rur+ oaw x O.rwrr.a Door!. ari. ~~ G 'w ! ~. OctoL+rr i3 3957 k` ..4:~'; t .. . - - - __.._._.r....~. ~ . ,_• ,. F ~: ~tllaet r.rt>,er Ms.w eL.t ~ ~ we retu.ataa !. tba ~ttaeat tatRtae .t tM ta«t ' .' . .. .aid ao4e:0 W d+erti..mnoC nd tMd aH ettastNaa m rL. I.nys+tes au0ovoeL rr a tiro., otsa. tae otrrs.se ar poMw.W..e. tcn. I i S Swint u .sd n.b.w fb.a h.fore r.. ehb......, _ /~ ...................dq ~ ~: .... ..`.~.~i..t8. idr c.nmtoxea oxtlrr: z ~~~-fir 7 ~' 1 ' i ~• -f ,1 vt ,q~ :4 I ~. .t _t ~--,-_ 09/19/2002 09:58 FA3 717 781 3015 •, JDS&lY • ~~18~4$8 1~ 005 • ~ i ~. ~. ~~t'g ,~~b~el~t~e; ~ :~~ ,~~a~~u,~i.(-~'! lSl.f lJ~`.~r'~`.~.. is tis sr.. a(... L.-~ o.. TM.a.,.1 plae Ifr.drad ..d pifty-6wen (1y37) ~ttm~tttl TdE No52 L• ~a n.n., s.o.D., HiSflOP of FL1i8I38JRl~, ~ TNgSTSB for the 1l~tAN G~?tsaLLC C1iUNCFi OP OQR LtD"i OF IA[fS0~4 OF 1QiO1.t, plNRal., tYraator, party of . the first Pax"t, - l N D PTL~ CBN~ HO7.DZ19G CO., a PstnsTlvania Coigosat~a'l~riact~ia~"~antees ofiies 3a ,~nol,*, Fast pecwaboro Township, Cumborlaad County, parties ./ fJ~a aaw.d pre. ~~~1t~1 rw leis ..~ prt p .~ fis tJrae pry, tar .ri :~ aoa.sdnaeis. aJ tie wc~./ . Slsnsn ghausand and 00/100, (31.t,OOO.OO) T)oaar+, ~t „pq of tL. Da3W Stdar of dwe-ia•. wra'..d er.ls NW b7 ~ +~ !~ g ~ W aaaond p-e N tie add F/r~r of ~ ~ !~, ~ sad ie/era fps aa.fiaY ~wi iii.sr! .al i4+- t ~ ~~~ niYrrof is 7isroi/ a.~ ,o-d, eased .Rf.afled, retaurd. •oau+y.~ sad aaetrwad .al 6~ tbn !rand 1. es rm.4 ~l~a. aa. ,j;~ ,~ f~, ~,~,,,rr. ,pay, ~w~e. 1~. add r..e y rf e~..e.oad pre its aucaesC•ara those oertaia. tracts or parcel.a of land situate, in the Totmahip a[ Saul Permaboro, tlmtbarl,end County, Psaaaylvsn3,a, bw,nded a.nd described as fello-m: TAAt'T 1= HBGItdfING at a stone in the 9dddls of the road at eornar of laadz, nox~ or totaer]~- of Frank Fake; t2reac~ by the same North !~ degtess Heat 7 patches to a stone; thanes by lands o1 the sago, South 65} dagross i-est, zO,q pssthser Lo a atone in t7re middle of the road; tpsnos by ]ands, nor or totmsrly of Iavi lake and Joha Dars, North le) 3/fir deNrees Hest, Ib.75 perahes to a btous Sri Lhs same toad, at eorper of 1atlde, now' oT torIDe~y ~ Sara11 ~ Smith, intot~tu>-rigid with Fred Smith; thanes by lands of the same, North 6l: dejrees Saat~ ~6.E~ psrohss to s rtptJs; thsncs by Lander, aoK or formerly of L. 9» Speoi. et al., Sontl'r~ 97 dsNrass Bait LZ.6 perches to a atone, at the side of the road; tteecs , by lands,' borer or tormarlT os the said Sarah A. 6mith, South 41 dsgresa 5.9 perches to a stags 3a said road; thenos aloaN said road, by ]ands of the crams, South lb degrees"ilea`!, 8.7 patches to a otona da a!'orseaid toad; thanes slang the -rims by lands, noti- or toralrly oz 3lolta and Frank, South 44.3/4 de~se~ West, 12.7 pexhss to the place of BEGINNING. CCq~~1C, ~ tiaras ar,d 731 perches. ~piN(°, N ~ two frame dwallina houses, bara~ sad otter out- buildings. . L~ ~ '`c'j 5 ' •' F. ~ t. i. .y, ' - EXHIBIT "D" pg 1 _ _ __ _ _ _ D9/19/2002 09:58 FAQ 717 781 3015 JDSB:W ~T007 - . t ~ <'~ ~ , ~, ~K C 18 X489 ~. ' ~~~ :~ _ ioget~per xith all rirht, title, and interest in and to a aestain rater •;~ lam, pipr, or sin, aorwtraated and esintaia•d Ao+r or ].ate by ltltmis 1.. lfasso]S, - aormreti~og rdth and ~oiainig td the public refer eupp]J syetm of the Rtr^erWa Water Camp>~ at the lhola Road cad Pyne's Comer cad following the Fbtaua oOHrere o! said'raad is the He17att Rued tlsa said P-nNe Corner ~ the ssrsral _ said treat or parcel of land h.seiabefara ~•aaribsd. • SRACT s On tb• l~iorth by Lw:nat Streeti aa'ths Bast by LvG Do. 2g •ort pLn o3 ~ relriat'E•r referred to and oaiod nw or ]ate by Carrir N. Di:a6er, et al., Lo on the aonith bT ~- ern-ioot ally, and on tae 1~fist bT a strip opt land ti*. teaC ' rape res•r*•d and eMn•d nor or lat. h7 Cattle N. DSrider, et el., apd !sacs as ?tote lToe. 29 and 3C on a PLn of Lome of Carrie !f. ~.np+s d al., et~ss•~d blr J. i.. L Hocks, Ciiril Daginrer, . (said Plan rraorded in PLen Book ,Pare . • • _ in tb,i Deoord•r~e Office of Caab•rlaad Caesty), said tro lots of gramd aoattai,a sn trauL on It+anet 9troet bB feet aaad on the bast along lot Na. 28, >~ rat and oa thi South along ltne of said ten-Enos alley, ZO feet, and oo t!u yaC•lsi bo~mdaty 1~2 t.•t. tether with the rijht to t!N party of the aeoopd part, its eaacoeeose - and aesi~as to vse for ingnaa cad e~ae the Sire.,toot etrlp of land hsrsiaahore raltrrsd to as reaer-ed for a distance extending iron thr tea-loot all,gt oA the South to 7ocaet Street on the lbrth. . 91~JRCi to tAe r,urr+tiaa that no building or- parts th•reoi, shall be constructed o; +~+*+*~rr+ on said lots of around vitk-ia f3Strsn feet of the let lice on tie south side of Locust Street, 1ND . SI1&Tlr`Ti ciao to t2a• further res•r-atioa that m dwe]].io~ boas„ o; other Luildiag shall be eonstFacted or maiatalz~ad at a cost of less than ~2,5nO.OO cad rithin. fifteen test of the building line i-•rslnaboYe ratsrsw! to. D~ the sate tracts of land ~bich the Dood.aiaaa Slstsra ouC the Pat pstnal -osary, Lea., b7' its deed dated the 2dth•da~ of Decswber~ 1953, and se- 'corded is the Ot11oe o! the Recorder of Deeds is cad for Cneherland Gowity, PsonglTaata, 3a Dt•d Dock 15, Yaine sPr, fro ~s great•d aeyd eanv~yad unto She ]bat Rsrerend fi•osg+ L Leah, D.D., J.C.D., ffishop of Darrteburg, in !suet • tot the Raman Catthol7F G~uroh of Our Iady of toutdes oP l~bola, tlae tr5[+entor herein. , Y %:Pub • `'~~ f. S mK~i • . . 4. . EXHIBIT "~'i pg 2 .{ r -S: 09119/2002 09:58 FAX 71T 781 3015 JDS&X X008 :1 ,r ,w;... a I ~ail~ 'a . - ~ .-•~ aoml ~ 18 ~wE~50 ~~ ..~,f.u..d,t~.b , ti.,t...~t~,., ~..rt....t,..d ~,.r,a...a.,~~r,.~+~..,- :q w r..~pwt,r .~ar,.ttr..+~d fir raarntaa aad rer,iasr, rraat.~er wsd rrs~riedrr, -w~ iwsrr asd tee/ta tia.r,~f;ll,IDslsoatt ei. ratata, ryitr ,iaa tar..rt, t-epery. atais aad Ja^.sd .i.ts..e,.. brti is !04 esd s~weF. o/ ,ir ratd lre y e/ !ir ltrt prrl, s/,s, b ar oat ~ lie a1d premiru, aad aogF ltvt ~i purl limo/ ~11 t ~ t!I ~~ ti< acid }reaJ,r,. a~i dt d ds~rto tia atr.rer~w~ru, ssto fir rid pot ~ ~ !iz rr,aad pal, its sutcessars ~tard anipa,, to .al /rr fis onlj propo w wad &iws/ of lit grid !o't y eJ fir ,tread prrt, its suoaeasors feet .rrd er,lys, /ar,sr, r . ~t[~ TXE SdID party of the first pfwt~Cr for ibself~ its auccessor^ • • 9sbq rausbn ~ adtsisirtra,orr, is ee t+p ti~arr prrrrsN, e0a,asnt, grad s.d ryrsr b ari iatli fie ~ nid yarty o/ fir rroead fer,, ita suxaeasors ~iab aad wgt>ar, ti., :' "~ ,ir rrid party OS the first path, Sts sutaessors : ~7. i• • i •~ I, ,.f . ~ ~e a!1 asd rtagrfsr fir krn~taaeata ~ trewt,e, Arni~abosr dratrr7.sd and past,d a weseiarai; ud is- terdd w b b,, riti sppvteaasass nb fir acid pat y o/,ir eared pre, its altoeesa~rs 7ido~ .ed rpiyw,, poisrt fit tadlar,y a/,tu Fi part radsttCheasoisw rhd yaisrt .s rd ws~ diet prraea a- pr,wsi iriow+rc+er, tasfa[ty et.;.~iAO rr to rhia fir afat a..fy' prrt tTisrea/r rirR aad vitt, by ti.rr p.,,rwN, ~dlZEt7VR' dND tr0$L'YN& DIltBND ~it 11p~'i$ ~~YtII~ ,ir u:d prrt~. of fir fiat pwt irr irreaato ,rt iaad red urt . dr7 .ad yrar ftrt obrrr anion. - .; J.Cr rs..._~y of ~arriaburg~is±tsta~,~i4i7) . the Sodtrl C8thnlte thitt+ati oP ptilr Istbr SignedrSealedsttdDeli~trcd ~L...tawedM_R~~ta3~.s~1~ _ ...._.. (SEatj is ~th/t~~1'~r /a/e///na of _ - ~.~.._ ..._~ I _..+..... _~...... .~_ ... ~. EXHIBT~T~ [,D[[ pq 3 09/19/200Y 09:59 FAZ 717 781 9015 JDS&W X009 • • r ,' . ~, ~ECORtEEp-0Ifl~( OF THE ~ (} p gFiR OF -~OIIR4 i 1 ~ ` J~ o L~ i~QK RI C(II~p~R yF 0[ECR 3 : •~9P~ - y . COl[IIOH1-EALTS Op F8NNSYLOANL- CuxRl'RUMO inuaTi ~ ~ ~ *E~hs+nv~u r d3: ' . COOXl7 4t ~IIIP~IIH ~ O. tit^, tie . _ sb sa/ 1g d - ~~~~ .._., Is 57 ' ,,, .5% ws . ii a~. vf(inr•!r*wrBl R~Jerej'~'- l[L4T HSPPJIF„l~~a~ D.D.. ~si~~~ 1~-.RRTCATt~, •r~la~x_cna 'ITt~'.l~lhld~l'ttftlr~ cE3lHCtt ~oua ram c>x a~ ><.ow b we (w sdirj~ctor8y rrene.) M ie tie le.aes tiiea Mrr ~ ••~+"' "•~••~ ~~ ~~~{6 Rri[-i~ 1Rdrrw.rt, .rl.dsewleljsl lice ~ ~ ._.._ e:gatei tie w.•s ~o- lir 1 ~' ' 1~1 I5/ if 24NBdS flflBlE~', I imrsb •.t ~r inl RAJ o/ffeif MRL _ .,I'~} r *~ ~a a' x . • 0 , , . Y! eowst(eeie~ pee 1 -~` '! ~• t fir! ~~ .' ~ : ' '" 7 ~~y r~i • ' AN~r~e~ Ier t*rertea ~ ~ ~ 'I ~~ ~ ~ L 1 J~ t ~ ,~ I A o C IiptOIQ~Yj'wiLTI~ OF lEDT1CSYI.YAI:IA (~U1~TTY, ~ 39: . A ~f p~~ In the 41fice foz.Recording of Decda, Dtottasge~, etc in and for the County oC l!r~L~~ In Deed Book...~,_.. YoL .___.~~,„.....~. Page DI Hand and 5ca1 of Uffice, thin .._..__...,._.._..._._,~l1_ ~,..._.__..~_.--_ day of ~iblrse _,T._,,,.Q.Ce~f~4[/.1..+_.__...._-.... AnaoDomiui 10'~, ~'' ~~,/ . - ~ t :~. EXHIBIT "D" pg 4 ~ 6 ..1 ~ .. • ~ ' • •. 1 } IN RE: IN THE COURT OF,COnfidON. PLEAS OF WEST SHORE DEMOCRATIC CLUB CUMBERLAND COUNTY, PENNSYLVANIA N0. 89 . FEBRUARY TERhi 195 '. ~ APPLICATION FOR APPROVAL OF ARTICLE:i.OF AMENDMENT TO ARTICLES OF INCORPORATION TO THE•NONORABLE JUDGES OF SAID COURT: • ~• The petition of FRANK ESLINGER, president,' and GRACE JACOBS, secretary, of~the West Shore Democratic Club, respect- i fully represents: 1. That they are the duly elected officers of the said West Shore Democratic Club and that they, as such officers, ' were duly authorized to sign and verify the Articles of Amend- `~ ment attached heroto and submitted herewith; 2. That the said corporation duly advertised its intention to make this Application for Articles of Admendment • in accordance with the provisions of the Nonprofit Corporation ~ Law of '1933, and proof of said advertising is submitted herewith; 3. That the Articles of Amendment were filed in the `~ office of the Prothonotary of Cumberland County, Pennsylvania, • under the above term and number on the 15th day of January, 1965; • f 4. That said Articles of Amendment,. as filed, are ~ ~ submitted herewith. i • WHEREFORE, your petitioners pray this. Honorable Court 1 ~ •to enter a decree approving the Articles of Amendment to the i Articles of Incorporation.. f } w,~~~/ i es ent ~G~jlG'' s , ,. ;t ~ c et , _ _ _. _ __..~2 ....._.- _ . ..~ ~ . • ~ ~x ~' -. ~... ,~'~ .. ..~.': 4 AFFIDAVIT CONaIONWEALTH OF PENNSYLVANIA COUNTY OF GBm pAVp~K FRANK ESLINGER and GRACE JACOBS, being duly sworn ~ according to law, state that the facts in the foregoing ~ Application are true and correct to the beat of their knowl- edge. - i Sworn and subscribed to before ..~~"~~,,day of--~t~~,.~~. 9b5". ~'~`aort:pa .q y~ ~~ ~: .. '20r~y~YC3~ PU6LIC ,'b,,~/~~~ ~f ESpj+esi.Croorytl196$ ,' .~~ , G~ /' %~ V~ ~ ~.. t:-. IN B8; WEST SHORE DRIOCRATIC CLUB IN 17DZ COURT OF Ca44pN PLiLAS OF CUiiBERL1ND COUNTY, PENNSYLVAN2A N0. _~ __~_ TBFK, 1965 'Y. Yi a~r.~ ~T ' d, ~( • . ~~'"_:; ~AND~I~OW, this /.Z day of ~~~- , 1965, an application . ~~>tor Cbs awndsosnt of its Charter and tbs Articles of Amaadmaat of .i1EST SERB DF3IOCBATIC CLUB under tba "Non rofit Co r .. o:, p rpontion Ln" approved May 5, 1939, as amended, having been presented for'. approval to see, a lar judge of the said County, accompanied bl proof of tba publication of notice of said application and a certified copy of the Resolution authorising the proposed amend- went, I do hereby certify that I haw peswed and mined 'the said inatsuments and that I find them to be in the proper form within the provisions and requisemenN of tbs. Act of the Genital Assembly of the Cosmonwaltb of Penruylvania, knoMa as the "Non- profit Corporation Lev" approved Kay S, 1433, as amended, and that the proposed amendment appears to bs lawful and that it will be beneficial and not injurious to the community. It is, therafore, ordered and decreed that the Artielss of Amendment of WBST SHORB DF1~fOC8ATiC CLUB bs and the same ors hereby approved and upon the recording of the acid ArtioLs of Aaeadmeat and this d~crea, the amendment apedfisd is the ArticUs of Amendment shall beeama past of the osiginai Artiolas of Incorporation and of the osiginai Cbartar. WIINSSB KY HAND and sul of the said Court. . hw/i" .• , , • .~ J.. '~ Rseorded in thi oltice of chi ~saoxder o! peeds !or the County of Cnaberlaad in Hiscellaneow Book , Yaga WITNESS !lY HAND and seal ot-otfies fhis_ day of 1965. tr": 1l~~ tacElUlf ~ Rscordsr o • • eoeK 1~8 ~per~1f112 Proof of Publication of Notice in . ~1EST Sf~O~ET/i~9,ES THi W!/T /HOR!'/ OWN OObtadUNITY N!W/PAPlR STATE OF PENNSYLVANIA) ) COUNTY OF CUMBERLAND ) •t ~ :~ Stan I+Y'talll Baton a.e, ttm snbaertbar, s Notary PDbUe Y ani for aaY Couab. Der eua ~..:,..__......._...__.... wbe betas ads awon, dab dapaa and .q that M b i3u~i n es__ s ~=•~sr..t w w.at t~a.75w/a. a .era D+PN ~ i~r/1 dl'Ca4ttal pabNahad d Laooyaa, grea7l/adap that w WaK Sbor1 71Ma vd/ aNaU4Md M w 1t1l1 d.y a; Deeambar, Ip6o, aad bas baab pabBalad etntidaaady aYa tba 44: eb.t w e< wbkb . eevr Y aetadad baratD, was pabHsLad 5 tie adrartWtl~ ddtaaea d tla want Shan llmia Y all rsapada u erderod L w iaaw as J8nuIIrv 14 a Ip o 5..: ,~ ~ dp..as wt h. a ..e fgLaaYi Y 11t. snbjset totter et tM alanaaW ernes ar adaatlsaasht. ad tYd; tba aWpNoa Y w toreSohtS atatasant u to tla, DLa aad duumetar apt po-Ikatlaa aro tna ' 8wen aad aabant6tl baton a tbb ~~~~ dD. / 96 „'r1.~j~.{{9~~~Nataq' Pn611LNAUfiC Y E. pICKARD, NotaryPubfls r` •a0 '. L-MO,Ne, CbMacM.AND eo., ~.t ~:~~ ;• tr ~ Ay l.wnmalnn expna OeL 22, 1986 iNs as6tra- (tNpatKa ~ att(au) ~ "ro a+DDert ma prl.dpl.. at tba pamoentle Pdltlpl Party; b atd fud tsalst fa 1M Nadloa d Danweratle eaedldatn to piA- . Ile oMas; b n~lshrdtisaw bt w Damaeratle Partyj to ratan lwdar 67 61Lat maar, tee tln purpose od raQsbrlnpwtera and ,'I ~dedlnd Dtmoentle eaadtdataa {1 to p•Wua oitlaat to pureluw or , loam a bulldln6 or buUdlap for ~~ tba paepop a roatatatal~ a dib ~ boasa far B11 sabl wall lmff ' .Demoeratle Chdt; Y bold iodal , erase for the parpoae of nb1n~ ' tuoda for Sa tnalat~maa of tba .. writ Sltoro Dsmoentla Clab and .. ror Me re6buatfon atd Nadba of bemoerago eaadiMtaa to pu0. ue oRlea. 7LY V a eerpontbn wbleh doaa, as toataroptate paeudary Plu W profit, IeaWaa or otbarsdaa, to Ile paembara," . Be andlMaametaberabytatand- ad b read as lollows: ~' "To eatabnab ud toalttaM a weW dab prorldltK rtmanat an0 abaf heWUaa set matdnra~ aDd bona tede {wata. aaA slam- Mrablp abW M nmltad b par. . . ao~a anralad as a amWrer Wa Danuxratle Polti/aal Partllntba Comaswall6 d PanaaylrapLL and/or petalu fatoradM fs tbo . amin at saeb Part', Tbla b an . or6aanlba that doa nor aoA- tamplaia peeDnlsry6alaorpaDnt, - Inddntpl er olhanrba, to tts mamMes." minds wAira erlui a IWd la ma atria at the Protbosdaq a or abed 7aatary Ii, ItNi, aM tt19 appllaanss br u Order appror- 1tt: ndl aavatdmatt sMMauda b Ib9 C,Oar1 d Oaaawtl Tlaa d Calbarlaatl fbaat3•, pwrsyln. . aft a. Jaawq tl. iM6 or v new tbaDattar u poesSlla, wLSTSAORE :- D/MOCRATIC CLDD ' . ul. GPY of Welioo of Pu6llaeHatl ROTICE ~ ..: In oomDltaACe wltAlMra- • qulraroanta d t'ae "NOSprot/t CorporattoD Law," spprorad ma 61b darn 6lay, A, D, 1977, P, L. 764, a aa:dod, Ntrl7CB V hereby praD bribe mwenl6aed as tollova: (t) The name of W Corpora- , non to WEST SHORE D6af0- CRATIC CLUB and~tM loottos of 11s re6tsterad Dina b 601 1larka Street, New CnmberlaDd, - • CumWrlanO County, Pemnybn- i aa, (f) ArtlcU^ of A:datd- roent an t11W ender the pre- •ti_ ° rlsloro of SwNonprontCorpora- .. ' tbn Law, apprMed the Stb days lfar. A.O. 1977, P.L. >s+, as aroendad. (6) Tb! Datum aad dartdae (o[ Bte amendmaa Y ar tdlowa: l 1TDt Atltda ~cdotlMAttlalM d tneorpontlen a wSS1'SBORR DEMOCRATIC CLUB whtett ' raada as 10110rat ___ .. .,...,- Proof of Publication of Notice in Cumberand Law Journal (Under Act No. 587, Approved May 16, 1829), P. L. 178! State of Penmylvania ~ ' 1 ~,: !, County of Cumberland } James R. Humer, Esquire one of the Editors of the Cumberhutd Law Journal, of the County and State sfon!said, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal pertodtcal yublished in the Borough of Car lisle in the County and State aforesaid, was established January 2, 1962, and dasignsted by the local courts oa the otfi19a1 legal periodical for the puDlicslion of all legal twdoa, and has since January 2, 1952, been regularly Issued weeWY In said County, and that the printed no• flee os publiaatlon attached hereto L exaetlY the name u was printed in the regular edM lions and lssrrea of the said CumberlanM Law Journal on the following data, vls: Jan. I5, 1965 Attlant further deposes that be L authorized to verify this statement by the Cumberland Law Journal, a )egal periodical of gerwral elrculation, and that be hs not interested ln,the subject matter of the aforesaid notid or adverWement, and that all allegations in the fore- gohrg statements as to time, place and character of pubUca n are true. la ta.,pl 7tYYT~17~,~~~ w MWrw 4W1i 1. ~ 'Na.NMII C1+Dar.tla A. n. Nyl~ pNV a,~ ~r a Nq. k *''r. i. I,...n, n.M b,'~;,;'0,"'M, 3 orn to end subscribed before me thL ..15._. •e«I .. ltlhwe„ wr:lrr slwles ne•roewsrlc ewa Jan. 19 65 w Iw. I•r•Ilu, w N• ntlNerN as day Of Ike k !•1 N•rk,l MReI. Neu Qq•, . 4e1•~M, (1M,4rbM Iw•Ir, rafiuy4 ~ , J ,/ ?~ I~IIaNgrder Ue wwl.lo~u w~tM N~a~r /j' ~NYt~s1'a4Utl/ it• Ai .MIY. A a.~I eNKevN eN ..... ,. N~e•!~1 M 4eglw.~•etrr w w Iffy CiDrrlmlaelWl ~. pIM: • ,::::: w.:'. o 'nC RUaa~Wl ~n+Y Y ~. ~ ., "1~~ y~t,^ •~~VJ~ ?~ •urr„I Ills M6M ~ M.~ C.~ ^P'. J • `I •.yn ~ Nletl r•lu'N.'. N w C_ :.~•. P . .3 : i •, ~ '• a..• ; ~ . e,•IR e•MN•In » r~i1N,1,•,e 'I UeM SL C ~ P nliMl•i:11M n IM a~,:11~e ~ ~ •1Ol1• :•e~ ~a b '•. WIC ~~' M r•,e11•M K Inee • • .. . w I~uNI•IMnRYWIAMH -W IM ~ r Irr,y ~~ wlnl••, • eaN•7 •val •M aUkr i •n a~ rw• IIAe rH uu.u Y• f tk r•IIIIeH r•~,Ir 1 realer 4 k M..~ W r I ~o0I~77C C7.Ve euoK 168 r~cE1013 ~_, ;.: -, *1i t e ~ 11~ ~~t(t29 IN ItBz IN THE COURT OY CQQ[ON !LEAS OP WEST S80RE DS~tOCRATIC CLOG C[NBfiBLAND COONTY, PffiaiSYL9ANIA . . ' N0. ~ .;,~G~1llf1~ TE@t, 19~ ~1~?ICLE§ -O~ ANF.t~IUMENT 4 . Lt compliance rith the nquirementi of Article {RI of ihs Act of the General Assembly of the Co®wawalth of Pannsylvaaii kaorn as the "Nonprofit Cosporation Law's approved Nay 5.1933, as amended, providing for amaadmsata to the ArtieLs of Incorporation of Non• profit eorporationa, Mast Shoe Desooratio Club hereby aertities - under its cosporats seal: - (1) That its nma la WEST SHORE DIQSOCBATIC CLUB and that its registered office is located~at 301 Naiket Strait, New OumberLnd, CuaberLsnd County, Pemuylvania. - (2) That it is a corporation incorporated and eziating under the Act of the General Assembly of the Comonwalth of Peimaylvania known u the "Nonprofit Corporation Law" approved Nay S, 1933, u . amended; that the daene of incorporation roe amend by the Coast of Common Plea of Cuaberlaad County on the 4th day o! Jannasy, 1955, ., and that its original Azticlsa of Incosporatioa and said deossa raze ncordsd in the office for the RscordLg of Deeds for the Csnnty of Cu~rberland in NiseelLsnaow boot 111, Page 166. oa the 4th day of January, 19SS. (3) (a) That a osetiag of the sasbera of West Shore Dsa+ocratic Club to take action upon the proposed amandaKat wu held oa the 7th day of January, 1965 at.its alubhouaa at Wset Loewt•8tnst in Baola, Cumbsrlaad County, Patsnayl~anie pgsauant so at Last ten (l0) days rristaa noeiae,..a copy sbesaof bei1~ attaoLed banto and made a pare bsnof. •1. _- -- __ _ ~ Y r.? .ti j_ ...: ~~ „•' . . r YA; i ;; ~:" •;; ~'., :, (b) That at the ties of the meeting of tba ombara oa " the 7th day of January of 19bS (70)swabsra ws~ sntitlsd to vote on the proposed amsadment and that (70) msnbsss voted is favor of the adoption of the Resolution authorising the application to the court for the aauada»at to its Artialas of Incorporation. . {4) That the follaaiag Resolution ass adopted by ae least • majority of the s-eobars entitled to vote thereon: RESOLVED: . (1) that the purpossa of the Cozporatioa, as set forth is I-rticla 3 of its Articles of Incorporation, abich reads as follows eTo support the principles of the Demoesxtic Political Party; to aid and assist in the election of Damocsatie candidates to public offices; to rsgistes eitissas in the Democratic Pasty; to raise funds, by legal means, for the pnsposs of registsring voters and electing Democratic aaadidates to public office; to purchase or !sass a building or buildings fns the purpose of wintaining a elnb''houss for tiw said Wast Shos~ Dssocratic Club; to !sold social sweats for the purpose of raising lands fns the oaintsasaca of the ilsst Shore Democratic Club sad fns the registration and election of Democratic eandidatss to public office. This L a corporation ahieh does not conta~lsts pscunLry gain or pmfie,~incident or othsssriss, to its mambss~.~ 8a and the same is hereby amended to ssad ss follosrss ~To satabiish and maintain a social club providing rastauraat sad other facilities for msmbsra sad bona fads gwsts only. 2lsmbarrhip shall ba limited to persoess enrolled u a swsbes of the Dsmocratio Political Party la the Cosvoa- aglth of Pamuyltania sad/os parsons interested is ha -Z- . ~ cr^c IFt' rtc~101~ . ~ ~~~ _ • --~"- • •. .. - ~t .. ' ' . e'e K ~f;fi -~cE.l~l16 ~ ' ~ affairs of such Pasty.. 11~is i~ ae orgaaisatioa•that Boas not contemplate pecuniary gala or profit, incidental or othetviaa, to its rmbsrs." ~, (2) that this Resolution be submittsd eb the membership of the Corporation in accordance sith the provisions of Article VII of the Yenna lvaaia Nan•Profit Co ~ y rporatioa law !or considezati~on and action thasson at a epseial s~eetiag of the mambarabip to ~ be hsld oa Janwry 7, 1965. ~. 1'he affiraatiw vote of at least a majority of the memblre rrho sra prassat at the meeting .ithar is parson or by prop shall. constituts the approval aaesssasy to affseeuaG the Amsndmeat of Article 3 of the Articles of .Iacorporatioa of the Corporation itt the mamsr set forth in item (1) hereof. The 8ecrstasy of the Corporation is hereby anthosi=ed and directed to give at least ten (10) days written notice to inch and svsry aambes entitled • thereto by ordinary sail addressed to the addseas of second of saeh.such member. A specieen copy of the Notice to bs.given sad provided harwader is attached hereto. (3) that the membsss of the Corporation ~atieled to notice of and to vote at suo6 meeting shall be msabare of record as at eha Gloss of bwiaus oa the last day of the calendar month la Which this Besolutioa is adopted by eha uadassigaad if adopGd i ' prior to the fifteenth (1Sth) day of sneb month, and if adopted • thersaftsr, such cambers dull bs those persoae who ors aembesx i of record as at the close of husiasse on the fifteenth (1Stb) ' day of the calendar santh asst following ebs calendar month iu shish this Resolution L adopted by the andsrsigasd. f (6) that, in the arrant tb..avndm.at tee forth is (1) haraot ~4 -le duly adopted by the aeebsrs, tba Treaideat sad Seesetasy of the i .~ s. r jJ~ i';, ~'3;~ri ~`~ Y;'i .•'? ,_~ ,.1 ., ~~ ., ~- -.i ~' ".~ `~~ ~~ i ~~;:.. K, .. Y.x -~, .:a 'a; ~'. .i Corporation an hereby authorised sad directed to execute Articles of Asiendment under the seal of tlw Corporation, fits such Artiales of Amendment in the office of the Prothonotary of Cumberland County. Pennaylvaaia sad with the Cousx of Common Plena of Cumberland County, Pennsylvania in accordance with the provisions of Article VII of the Pennsylvania Nora*Profit Corporation Law, advertL• its intention to apply to the Court for as ameadme{tt of its Artialas of Incorporation is accordance aith the provisions of Article VII of the Yopasylvania Non-Psoflt Corporation Law sad tales such further nation and execute suoh other documents under the •eal of the Corporation, if nsaesaary or advisable, is order to effeetuses the intents and purposes of this Basolutioa. IN TESTIMONY WSEREOF, W8S? SaORS DIIiOCR!-TIC CLUB has caused these ArtioLsa of As;eadsiaat to be signed by its Presidtat and its corporate seal,~du/ly aet~s sd by its Secsetasy, to be hereunto affixed this ipl day of , 1965. r=~;' _:'~;,~r~~., WBST SH088 D~ATIC CLUB ;,.'.~'., :~;1'a•- `Sc ~/ ~S~eCretary t r~LtV ..~ ,. 2+= Iv. C~4I~iWEALTH OF FENNSYLVANIA) )) SS: COUNTY OF CUMBSaIJ12iD BR YT RS4~iBSRBD that. on this,/Lt~.day~of , 1965,. before s-s, a notary pablia in and for the County aforsaa , personally appeased Freak Edinger sad Grace Saeobs of YesC Shose Demoaratia Club, the aosporation Waned in and which azecuted the foreoin ArtiaLsa of Ameads~amt, who being duly sworn, did depose and say that they arse p~nonally prisent aE the exeeutioa: -~ e^ n ifi~ t~~tfl17 -_ of the foregoing Articles of Asiendment and sar the eoamon os corporate seal of Wst Shoe Democratie~Club affixed thsseto; thae the seal affized thereto is the eom~wn or corporate seal of the corporation; j ' that the foregoing Artiel~s o! Amendmsat wry dniy aignsd, sealed and daliwrsd by aad u aad for the act and dead of the corporation ~ ~ by the authority aad at the disactia~- o! a vajority of the embers 1 of the cozporatioa; and that the nasass of the said Frank Bsliagar as ?s+esident and of Grscs daeobs as Secrstasy, subscribed thereto are in their proper and respsetive handrsitiag. I t ' i • 1 ..~~ i SWQAl1 AIiD SCBSCRIEID Mfora sra this ~+-D-day of , 1963. Tom... ~ ~.~...NM~N~..~~ ,., i ee ~ ~_ ~' ~ 1 ' ~ ~~ Ei1rM 11MPMt 17~ 1N. ^'•r ~ t: M~L~` 7.. _ ,~ 3 Y .~._ . ,.y .^ ...~. i~ Sz N~ •`~,,i ' d.• ..~. i ~'C?l!C OT Pamlayl~aIIit . ^~~-•:^~:~ of C=~~~erlaad ~ 8S '•'' ;,i•:•'r ir_ :ne off! ee for the rsnoM=ng o! 'E• + a:_ i.i.:iidlorCa:m~orl ;~/County.Pi. =~"/fJ,.G2C~-J3o~7:~ _va1.l.~iL..?aga..~.~ Q r• ..~ ~ % r, Y ::.:: ~ 2 erid s i of ofYioe at Carlisle, Pa. 9~.5 3 ~asordas -S- i i _.. r ~ October 2, 2002 Henry F. Coyne, Esquire 3901 Market Street Camp Hill,, PA 17011 Re: Pine Crest Holding Company Deaz Mr. Coyne: In accordance with your request, an investigation was conducted to determine the living status of the five officers of Pine Crest Holding Company. During our meeting, you said you were awaze that Oliver Rosenberg and George~Ream were deceased. My assignment was to try and find Robert C. Derrick, Helen Davis and Edward Miller. INVESTIGATIVE FINDINGS The investigation disclosed that all of the individuals involved in the Pine Crest Holding Company have passed. DETAII,S OF THE IlWESTIGATION Robert C. Derrick On September 25, 2002 I visited Margaret Derrick at her residence at 3434 Bedford Drive, Camp Hill, PA 17011. She reported that her husband, Robert, died September 28, 1982. " Helen Davis " A computer seazch on this daze revealed Helen Davis passed away in November of 1983. Her last address was 414 W. Shady Lane, Enola, PA 17025. At the time Pine Crest Holding Company was formed in 1957, Davis' address was 26 Shady Lane in Enola_ This property is now a pazking lot for Dairy Queen, Edward Miller On'Septemlier 25, 2002 I went to Mdler's 1957 address at 805 2nd Street, New " Cumberland, PA .17070 and spoke to Genevieve Hlushak. She reported she purchased the house from Miller's daughter about 16 yeazs ago. It was her understanding that Miller fell down the basement stairs and died. C. ~'- ~ ~~ ~~ EXHIBIT ~~g~~ P4 1 3861 SARAYO CIRCLE HARRISBURG, FA 1710 717.552.5628 rAX 717.652.6628 j ~• LL v"~ r' PAGE TWO _ PINE CREST HOLDING COMPANY October 2, 2002 ~~ Later that day I .contacted long-time neighbor, Jay Hoover, by phone. He confirmed' Miller's death and guessed it took place about 20-25 years ago. Again, I thank you for allowing me to assist you with your investigative needs. If there is anything else I can do in this matter, please advise. _ Sincerely, ~ o~~~ Robert A. Dash EXHIBIT "B" pg 2 SASH INVESTIGATIVE SERVICES MINUTES OF THE 2004 ANNUAL MEETING OF THE MEMBERS OF -. WEST SHORE DEMOCRATIC CLUB, • A DOMESTIC NONPROFIT CORPORATION ' Time-and Place 1. The following are the minutes of the 2004 annual meeting of the members of West Shore Democratic. Club, a domestic nonprofit corporation, (the "Corporation°) held .at the law offices of Coyne & Coyne, P.C., 3901 Market Street, Camp. Hill, Pennsylvania, on November 24, 2004 at 1:00 p.m. The meeting was held on the call of George DeMartyn, Member of the Corporation. Call of the Roll /Certification of Proxies 2. Members of the Corporation present at the meeting were George DeMartyn and Viola E. McPherson (by way of Proxy). In addition, Henry Coyne, Esquire, attorney for the Corporation, and James Hertzler were also present.- Mr. DeMartyn presented the Proxy of Ms. McPherson. Mr. Coyne reviewed the Proxy and declared it to be valid. Proof of Notice of Meeting 3. On three (3) consecutive Tuesdays (November 2, November 9 and November 16, 2004), legal advertisements were published in the Patriot-News announcing the November 25, 2004. meeting and calling for atl individuals holding membership status in the Corporation to submit written notice of the same on or before November 17, 2004 for official meeting notice and voting purposes. Mr. Coyne confirmed that notices of the meeting were hand delivered on November 18, 2004 to Mr. DeMartyn and Ms. McPherson, those two (2) individuals being all individuals that responded to the newspaper advertisement, said date of notice delivery being at least five days prior to the date of the meeting. Mr. Coyne further confirmed that the notices included copies of the proposed Amended and Restated Bylaws of this Corporation.. A copy of said notice is to be inserted in the Minutes Book of this Corporation. Presentation of Historical Coraorate Records 4. This being both an annual meeting and reorganization meeting, a request was made in the meeting notice for members to bring with them to the meeting any and all records or other information concerning the Corporation, including but not limited to Bylaws and the names-and whereabouts of any . surviving. and existing Directors and / or Officers of the Corporation. Mr. DeMartyn presented copies of the Articles of Incorporation for the Corporation dated November 23,1954 and amendments thereto dated f r January 12, 1965. Mr. DeMartyn pointed out that Ms. McPherson was one of the incorporators and member. of the Board of Directors of the Corporation. Other than said Articles, no further records or information was presented. Certification of Corporation Membership Roster 5. Mr. DeMartyn and Ms. McPherson were the only individuals that responded to the request for membership certification. There being no objection, Mr. Coyne certified Mr. DeMartyn and Ms: McPhersor as the sole surviving and existing members of the Corporation. Bylaws 6. Copies of any current or prior Bylaws for the Corporation having not been presented, the proposed Amended and Restated Bylaws of the Corporation, consisting of twenty-two (22) pages and dated November 18, 2004, were presented for consideration. Upon the unanimous vote of Mr. DeMartyn and Ms. McPherson, all current and prior Bylaws of the Corporation were revoked and the aforementioned Amended and Restated Bylaws were adopted as the Bylaws of the Corporation. A copy of said Amended and Restated Bylaws are to be inserted in the .Minutes Book of this Corporation. Removal of Current Directors and Officers: Nomination and Election of Directors 7. The next order of business was the removal of all current Directors and Officers of the Corporation and nomination and election of new Directors. First, Mr. DeMartyn and Ms. McPherson (by Proxy) voted unanimously to remove all current Directors and Officers of the Corporation. Next, Mr. DeMartyn and Ms. McPherson proceeded with the nomination and election of new Directors. Mr. DeMartyn nominated Ms. McPherson for the position of Director, said nomination accepted by Ms. McPherson. Next, Ms. McPherson (by Proxy) nominated Mr: DeMartyn for the position of Director, and Mr. DeMartyn accepted his nomination. There being no further nominations, nominations were then closed by Mr. Coyne. Mr. DeMartyn and Ms. McPherson (by Proxy) then voted Executive Board for the corresponding terms: .Nominee George DeMartyn (Vacant) Viola McPherson The fiollowing individuals were elected to the Term Three (3) Years Two (2) Years One (1}Year 2 a After announcement of the election results and there being no objection to the same having been expressed, the elections were declared official and closed by Mr. Coyne. It was noted that one Director position remains vacant. The Directors of the Corporation will fill this position at the next Board of Directors meeting. Memorandum of Understandina and Orphan's Court Petition 8. Mr. DeMartyn presented a resolution to be adopted by the members, for the purpose of: (i) acknowledging the execution of the document entitled "Memorandum of Understanding Concerning Real Estate" ("Memorandum") dated September 28, 2004 between East Pennsboro Democratic Club ("East Penn") and Jorich Land Development Corporation and the Corporation's role in the transactions contemplated by said Memorandum; and (ii) authorizing the Directors to petition the Court of Common Pleas of Cumberland County, Orphan's Court Division, to .appoint successor. members and successor directors to Pine Crest Holding Company, a Pennsylvania nonproi•;t corporation, for the purpose of fulfilling the obligations of East Penn under the Memorandum, which will ultimately benefit the Corporation. After discussion, said resolution was adopted by Mr. DeMartyn and Ms. McPherson (by Proxy). Oid Business /New Business 11. There was no old or new business presented for discussion. There being no further business to come before the meeting, on motion made, .seconded and carried, the meeting was adjourned at 1:30 P.M. WEST SHORE DEMOCRAT{C CLUB BYr November ~ 2004 :239366 ~R~ 3 THE PATRIOT NEWS '~ THE SUNDAY PATRIOT NEWS Proof of Publication Under Act No. 587, Approved May 16, 1929 Commonwealth of Pennsylvania, County of Dauphin} ss Joseph A. Dennison, being duly sworn according to law, deposes and says: That he is the Assistant Controller of The Patriot News Co., a corporatiSn organized and existing under the taws of the Commonwealth of Pennsylvania, with its principal office and place of business at 812 to 818 Market Street, in the City of Harrisburg, County of Dauphin, State of Pennsylvania, owner and publisher of The Patriot- News and The Sunday Patriot-News newspapers of general circulation, printed and published at 812 to 8.18 Market Street, in the City, County and State aforesaid; that The Patriot-News and The Sunday Patriot-News were established March 4th, 1854, and September 18th, 1949, respectively, and all have been continuouslypublished ever since; That the printed notice or publication which is securely attached hereto is exactly as printed and published in their regular daily and/or Sundayt Metro editions which appeared on the 2nd, 9th. and 16th day(s) of November 2004. That neither he nor said Company is interested in the subject matter of said printed notice or advertising, and that all of the allegations of this statement as to the time, place and character of publication are true; and That he has personal knowledge of the facts aforesaid and is duly authorized and empowered to verify this statement on behalf of The Patriot-News Co. aforesaid by virtue and pursuant to a resolution unanimously passed and adopted severally by the stockholders and board of directors of the said Company and subsequently duly recorded in the office for the Recording of Deeds in and for said County of Dauphin in Miscellaneous Book "M", Volume 14, Page 317. PUBLICATION COPY Sworn to and sub ' .ed before z this 16th day o ovemb 2004 A.D. n~orazwi. sEa. Terry L ltusseb, Notcuy PubUc ~ .-~ CKy ofi Hnrcisburg, Qauphin County NO ARY PUBLIC by Commisston Expires ..June 6, 2 y commission ex fires June 6, 2006 mbar. Pannevlua~a d~inrl~linn~f LL~l.r1.. P JOHNSON, DUFFIE, STEWART & WEIDNER 301 MARKET STREET P.O. BOX 109 LEMOYNE, PA. 17043-0109 Statement of Advertising Costs To THE PATRIOT-NEWS CO. For publishing the notice or publication attached hereto on the above stated dates 272,71 Publisher's Receipt far Advertising Cost The Patriot News Co., publisher of The Patriot-News and The Sunday Patriot-News, newspapers of general circulation, hereby acknowledge receipt of the aforesaid notice and publication costs and certifies that the same have been duly paid. By ....................................................................