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HomeMy WebLinkAbout11-08-05 IN RE : HARRISBURG NATURAL HISTORY SOCIETY IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA -~ ORPHANS' COURT DIVISION) ;'--.:1 a nonprofit corporation No. ~~ - ~ S - ,~\~ ;~,) PETITION FOR APPROVAL OF PLAN OF DISPOSITION OF ASSETS UPON DISSOLUTION u' AND NOW COMES, Petitioner, Harrisburg Natural History Society, by and through its attorneys, Skarlatos & Zonarich LLP and files the within Petition for Plan of Disposition of Assets Upon Dissolution and respectfully represents: 1. Petitioner is a Pennsylvania non-profit corporation incorporated under the Pennsylvania Non-Profit Corporation Law in 1935. 2. The corporation's entity number is 154751. 3. The corporation's registered office is 3501 Countryside Lane, Camp Hill, Pennsylvania 17011. 4. A proposal to voluntarily dissolve was adopted by the board of directors pursuant to 15 Pa.C.S. S 5974(b) and business activities terminated on March 10,2005. 5. All liabilities of the corporation have been discharged, except for liabilities directly relating to this dissolution procedure, including attorney's fees and advertising costs. 6. A Dissolution Clearance Certificate was issued by the Commonwealth of Pennsylvania Department of Revenue on September 19, 2005, indicating the corporation has paid all taxes and charges owed the Commonwealth. A true and correct copy of the Dissolution Clearance Certificate is attached hereto as Exhibit "A". 7. A Clearance Certificate was issued by the Commonwealth of Pennsylvania Department of Labor & Industry on September 30, 2005, indicating the corporation has made all 1 7J l:r~ i ~j~ ',J ,-........ >-rl 1 - ,:c-) \ . r t filings and paid all contributions and interest due the Pennsylvania Unemployment Compensation Fund. A true and correct copy of the Clearance Certificate is attached hereto as Exhibit "B". 8. There are no actions or proceedings pending against the corporation in any court. 9. On August 22, 2005, petitioner held their final board meeting and the board adopted a Plan of Disposition of Assets (hereinafter "Plan"). 10. Pursuant to the Plan, after payment of all of its obligations or making adequate provision therefor and receipt of all necessary clearance certificates and Orphan's Court approvals, petitioner will transfer title and possession of all its net assets to other non-profit organizations. 11. The petitioner has the following assets: a. Sovereign Checking Account with a balance of$12,028.49. b. Vanguard Money Market Account with a balance of$3,776.65. c. Wachovia Stock (181 shares) valued at $9,005.00. 12. Currently, petitioner's total assets are approximately $24,810.14. Petitioner does have outstanding expenses incurred as a result of the dissolution process, the total of which is not yet known. 13. Petitioner proposes the following percentage distribution of assets to these nonprofit organizations: a. Wildwood Nature Center Audubon Pennsylvania Dauphin County Wildlife Rescue Rehabitat Twenty one percent (21 %) Twenty one percent (21 %) Six percent (6%) Six percent (6%) b. c. d. 2 e. The Nature Conservancy Twenty one percent (21 %) f. Central Pennsylvania Conservancy Ten and one-half percent (10.5%) h. Ned Smith Center Ten and one-half percent (10.5%) 1. Rails to Trails Four percent (4%) WHEREFORE, Petitioner respectfully requests that this Honorable Court approve the provisions of the Plan of Disposition of Assets of Harrisburg Natural History Society providing for the disposition of its assets upon dissolution. Respectfully submitted, SKAJRJLATOS & lONARJICH LLP Dated: I" I 10 ( I I nna Marie Sossong, s Attorney I.D. No. 32808 Skarlatos & Zonarich Buildmg 17 S. Second Street Harrisburg, P A 17101 (717) 233-1000 Attorney for Petitioner 3 VERIFICATION I, Ramsay Koury, declare that I am the Treasurer of Harrisburg Natural History Society, a nonprofit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, that I am authorized to make this verification on its behalf, and hereby certify that the facts set forth in the following Petition are based upon information which I have furnished to counsel, as well as upon information which has been gathered by counsel and/or others acting on my behalf in this matter. The language in the Petition is that of counsel and not my own. I have read the Petition, and to the extent it is based upon information which I have given to counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of the Petition is that of counsel, I have relied upon counsel in making this Verification. I hereby acknowledge that the facts set forth in the aforesaid Petition are made subject to the penalties of 18 Pa.C.S.A. ~4904 relating to unsworn falsification to authorities. Dated: lo/~~s ~I--- amsay Kou reasurer , Harrisburg Natural History Society 4 - ~ Commonwealth of Pennsylvania Department of Revenue DISSOLUTION Clearance Certificate Company Name HARRISBURG NATURAL HISTORY SOCIETY 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 March 10, 2005. Witness my hand and seal of Office, on this date. September 19, 2005 ;t ~ -- ~CFa; . Secretary of Revenue (Seal) (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 P A 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.) - .~. . - Harrisburg, P A 11\2\ lABOR & iNDUSTIN cO..O".,,t,LT. or PI"JUYU...",u www.dli.state.pa.us BUREAU OF EMPLOYER TAX OPERATIONS SEPTEMBER 30, 2005 CLEARANCECERTDnCATE TO: Secretary of the Commonwealth Commonwealth of Pennsylvania Harrisburg, Pennsylvania IN THE MATTER OF: HARRISBURG NATURAL HISTORY SOCIETY (NONPROFIT CORPORATION) 351 COUNTRYSIDE LANE CAMP HILL, PA 17011 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 the Regulations promulgated thereunder; and has fully paid all contributions and interest thereon known to be due to the PENNSYLVANIA UNEMPLOYMENT COMPENSATION FUND. --R.J~~~~ Bureau of Employer Tax Operations UC-62 REV 10-99 - J 1 of 1 DOCUMENT PENNSYLVANIA STATUTES, ANNOTATED BY LEXISNEXIS(R) * THIS DOCUMENT IS CURRENT THROUGH ACT 58 OF THE 2005 LEGISLATIVE SESSION * *** NOVEMBER 9, 2005 ANNOTATION SERVICE *** PENNSYLVANIA CONSOLIDATED STATUTES TITLE 15. CORPORATIONS AND UNINCORPORATED ASSOCIATIONS PART II. CORPORATIONS SUBPART C. NONPROFIT CORPORATIONS ARTICLE B. DOMESTIC NONPROFIT CORPORA TIONS GENERALLY CHAPTER 59. FUNDAMENTAL CHANGES SUBCHAPTER F. VOLUNTARY DISSOLUTION AND WINDING UP GO TO CODE ARCHIVE DIRECTORY FOR THIS JURISDICTION 15 Pa.C.S. :f 5971 (2005) ~ 5971. Voluntary dissolution by members or incorporators (a) GENERAL RULE.-- The members or incorporators of a nonprofit corporation that has not commenced business may effect the dissolution ofthe corporation by filing articles of dissolution in the Department of State. The articles of dissolution shall be executed in the name of the corporation by a majority of the members or incorporators, and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, ifany, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) That the corporation has not received any property in trust, or otherwise commenced business. (4) That the amount, ifany, actually paid in on subscriptions for memberships, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto. (5) That all liabilities of the corporation have been discharged or that adequate provision has been made therefor. (6) That a majority of the members or incorporators elect that the corporation be dissolved. (b) FILING.-- The articles of dissolution shall be filed in the Department of State. See section 134 (relating to docket- ing statement). (c) EFFECT.-- Upon the filing of the articles of dissolution, the existence of the corporation shall cease. " 10flDOCUMENT PENNSYLVANIA STATUTES, ANNOTATED BY LEXISNEXIS(R) * THIS DOCUMENT IS CURRENT THROUGH ACT 58 OF THE 2005 LEGISLATIVE SESSION * *** NOVEMBER 9,2005 ANNOTATION SERVICE *** PENNSYLVANIA CONSOLIDATED STATUTES TITLE 15. CORPORATIONS AND UNINCORPORATED ASSOCIATIONS PART II. CORPORATIONS SUBPART C. NONPROFIT CORPORATIONS ARTICLE B. DOMESTIC NONPROFIT CORPORATIONS GENERALLY CHAPTER 59. FUNDAMENTAL CHANGES SUBCHAPTER F. VOLUNTARY DISSOLUTION AND WINDING UP GO TO CODE ARCHIVE DIRECTORY FOR THIS JURISDICTION 15 Pa.C.S. ~ 5975 (2005) ~ 5975. Predissolution provision for liabilities (a) POWERS OF BOARD.-- The board of directors or other body of a nonprofit corporation that has elected to pro- ceed under this section shall have full power to wind up and settle the affairs of the corporation in accordance with this section prior to filing articles of dissolution in accordance with section 5977 (relating to articles of dissolution). (b) NOTICE TO CREDITORS AND TAXING AUTHORITIES.-- After the approval by the members or the board of directors or other body pursuant to section 597 4(b) (relating to adoption in absence of voting members) that the corpora- tion dissolve voluntarily, the corporation shall immediately cause notice of the winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which it has a place of business in this Commonwealth. (c) WINDING UP AND DISTRIBUTION.-- The corporation shall, as speedily as possible, proceed to collect all sums due it, convert into cash all corporate assets the conversion of which into cash is required to discharge its liabilities and, out of the assets of the corporation, discharge or make adequate provision for the discharge of all liabilities of the corpo- ration, according to their respective priorities. Except as otherwise provided in a bylaw adopted by the members or in this subpart or by any other provision of law, any surplus remaining after paying or providing for all liabilities of the corporation shall be distributed to the shareholders, if any, pro rata, or ifthere be no shareholders, among the members per capita. See section 1972(a) (relating to proposal of voluntary dissolution). NOTES: COMMITTEE COMMENT --1990: Source: Patterned after 15 Pa.c.s. ~ 1975. HISTORY: Act 1990-198 (S.B. 1761), ~ 102, approved Dec. 19,1990, eff. immediately; Act 1992-169 (S.B. 1083), ~ 3, approved Dec. 18, 1992, eff. in 60 days; Act 2001-34 (S.B. 215), ~ 2, approved June 22, 2001, efT. in 60 days. LexisNexis (R) Notes: 10flDOCUMENT PENNSYLVANIA STATUTES, ANNOTATED BY LEXISNEXIS(R) * THIS DOCUMENT IS CURRENT THROUGH ACT 58 OF THE 2005 LEGIS LA TIVE SESSION * *** NOVEMBER 9, 2005 ANNOTATION SERVICE *** PENNSYLVANIA CONSOLIDATED STATUTES TITLE 15. CORPORATIONS AND UNINCORPORATED ASSOCIATIONS PART II. CORPORATIONS SUBPART C. NONPROFIT CORPORATIONS ARTICLE B. DOMESTIC NONPROFIT CORPORA TIONS GENERALLY CHAPTER 59. FUNDAMENTAL CHANGES SUBCHAPTER F. VOLUNTARY DISSOLUTION AND WINDING UP GO TO CODE ARCHIVE DIRECTORY FOR THIS JURISDICTION 15 Pa. c.s. ~ 5977 (2005) ~ 5977. Articles of dissolution (a) GENERAL RULE.-- Articles of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed in the Department of State when: (1) all liabilities of the nonprofit corporation have been discharged, or adequate provision has been made therefor, in accordance with section 5975 (relating to predissolution provision for liabilities), and all of the remaining assets of the corporation have been distributed as provided in section 5975 or in case its assets are not sufficient to discharge its liabilities, when all the assets have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or (2) an election to proceed under Subchapter H (relating to postdissolution provision for liabilities) has been made. See section 134 (relating to docketing statement). (b) CONTENTS OF AR TICLES.-- The articles of dissolution shall be executed by the corporation and shall set forth: (1) The name of the corporation and, subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, ifany, of its registered office. (2) The statute under which the corporation was incorporated and the date of incorporation. (3) The names and respective addresses, including street and number, if any, of its directors and officers. (4) The manner in which the proposal to dissolve voluntarily was ~ Page 2 15 Pa.C.S. ~ 5977 adopted by the corporation. (5) A statement that: (i) all liabilities of the corporation have been discharged or that adequate provision has been made therefor; (ii) the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly and equitably applied, as far as they will go, to the payment of such liabilities; or (iii) the corporation has elected to proceed under Subchapter H. (6) A statement: (i) that all the remaining assets of the corporation, ifany, have been distributed as provided in the Nonprofit Corporation Law of 1988; or (ii) that the corporation has elected to proceed under Subchapter H and that any remaining assets of the corporation will be distributed as provided in that subchapter. (7) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that no actions or proceedings are pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment or decree that may be obtained against the corporation in each pending action or proceeding. (8) In the case of a corporation that has not elected to proceed under Subchapter H, a statement that notice of the winding-up proceedings of the corporation was mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which the corporation has a place of business in this Commonwealth. (c) EFFECT.-- Upon the filing of the articles of dissolution in the department, the existence of the corporation shall cease. (d) CROSS REFERENCES.-- See sections 134 (relating to docketing statement) and 135 (relating to requirements to be met by filed documents). NOTES: COMMITTEE COMMENT--1990: Source: Patterned after 15 Pa.c.s. 9 1977. HISTORY: Act 1990-198 (S.B. 1761), ~ 102, approved Dec. 19,1990, eff. immediately; Act 1992-169 (S.B. 1083), ~ 3, approved Dec. 18, 1992, eff. in 60 days; Act 2001-34 (S.B. 215), ~ 2, approved June 22, 2001, eff. in 60 days. LexisNexis (R) Notes: MEMORANDUM To: Judge Oler From: Michael Collins Date: November 29,2005 RE: In re Harrisburg Natural History Society, NO. 21-05-1017 ORPHAN'S COURT ISSUE: How should this court respond to Harrisburg Natural History Society's Petition for Approval of Plan of Disposition of Assets Upon Dissolution? SHORT ANSWER: Grant Harrisburg Natural History Society's petition. FACTUAL BACKGROUND: Harrisburg Natural History Society (HNHS) is a PA non- profit corporation in Camp Hill, P A. A proposal to dissolve HNHS was made on March 10,2005. It appears that HNHS has paid most of its expenses (it has yet to pay expenses incident to the dissolution process like legal fees), and has received clearance certificates from the Departments of Revenue and Labor & Industry as is required by statute. On August 22, 2005, in its final board meeting, the board adopted a plan for disposition of assets. HNHS has about $24,800 in assets and the plan proposes to distribute these assets by percentages to other non-profits as shown on page two of the petition. ANALYSIS: 95976 (b) of the Pennsylvania Code provides for court approval of proposed distributions to property committed to charitable purposes. DISTRIBUTION OF PROPERTY COMMITTED TO CHARITABLE PURPOSES.-- If the assets of the corporation include any property committed to charitable purposes, the board of directors or other body shall apply to the court for an order pursuant to section 5547(b) (relating to nondiversion of certain property) specifying the disposition of the property. Thus, it seems you have the option of granting petitioner's order or holding a hearing to review the propriety of the proposed distribution.