Dissolution of America's River Corporation Copyrighted
J une 7, 2021
City of Dubuque Consent Items # 17.
City Council Meeting
ITEM TITLE: Dissolution of America's River Corporation
SUM MARY: City Manager recommending approval of the Joint Written Action of the
Members of America's River Corporation, an lowa non-profit corporation.
SUGGESTED Suggested Disposition: Receive and File;Approve
DISPOSITION:
ATTACHMENTS:
Description Type
Dissolution of America's River Corporation-MVM Memo City Manager Memo
Joint Written Action in Lieu of Meeting Supporting Documentation
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Dissolution of America's River Corporation
DATE: June 2, 2021
The America's River Festival was started in 2005 to bring attention to the development
in the Port of Dubuque and showcase Dubuque as an option for largescale outdoor
events, which was void in the area at that time. The America's River Corporation is
made up of seven nonprofit organizations that have a seat on the board and oversee
the festival. Through the years, the festival has grown and has shown that the Dubuque
area can and will support entertainment events of a larger size. The private sector has
seen this success and is creating/coordinating different events that are filling Dubuque
with a variety of entertainment options. While two of these are casinos, Diamond Jo
and the Q Casino, the others are Five Flags, the Dubuque County Fair and other
smaller activities like Main Street Jazz, Summer's Last Blast and the Irish Hooley.
At this point in time, the board of the America's River Corporation felt that the mission of
the festival has been achieved and we will now support the efforts of our partners with
their concerts/events.
In February 2020, the America's River Corporation was dissolved and the assets were
distributed amongst the partners as follows:
BALANCE: $34,204.07
Travel Dubuque: $19,400.00
City of Dubuque: $ 9,200.00
Chamber: $ 4,100.00
DCHS: $ 600.00
TOTAL: $33,300.00
Remaining Balance: $ 904.07
Remaining $904.07 will be used for filing dissolution papers and a final tax return.
While this final action was delayed by the COVID-19 Pandemic, I respectfully
recommend Mayor and City Council approval of the Joint Written Action of the Members
of America's River Corporation, an lowa non-profit corporation.
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Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Keith Rahe, Travel Dubuque
2
JOINT WRITTEN ACTION (IN LIEU OF MEETING) OF
THE MEMBERS OF
AMERICA’S RIVER CORPORATION,
AN IOWA NONPROFIT CORPORATION
The undersigned, being all of the directors and members of AMERICA’S RIVER
CORPORATION, an Iowa nonprofit corporation (ACorporation@), acting pursuant to Iowa law,
do hereby adopt the following resolutions in writing effective as of the ____ day of May, 2021.
Recitals
A.The undersigned members own all of the issued and outstanding shares of the
Corporation; and the undersigned directors are all the duly elected directors of the Corporation;
and
B.In the judgment of the members and directors of the Corporation, it is deemed
advisable and for the benefit of the Corporation that it be voluntarily dissolved pursuant to the
appropriate provisions of Iowa Code chapter 504; and
C.It is now desired that a plan be effected for the complete liquidation of the
Corporation on or prior to June 19, 2020.
THEREFORE, BE IT RESOLVED, that the Corporation should be voluntarily dissolved
in accordance with Iowa Code Section 504.1402 and its assets should be distributed and liquidated
in accordance with applicable law.
RESOLVED, that following is the Plan of Dissolution and Complete Liquidation of the
Company:
1.Any officer of the Company is hereby authorized and directed to file
Articles of Dissolution with the Iowa Secretary of State pursuant to Iowa Code
Section 504.1403 and, upon filing said Articles of Dissolution, the Corporation
shall cease to carry on its business except to the extent necessary for the winding
up of the Corporation.
2.Any officer of the Corporation is hereby authorized and directed to
give appropriate notice to creditors consistent with Iowa Code Sections 504.1406
and 504.1407 and make appropriate provisions for payment of claims of the
Corporation=s creditors and claimants.
3.After payment of the Corporation=s debts, or the making of
provisions therefor, any officer of the Corporation shall distribute all remaining
property and assets of the Company to a non-profit Corporation(s) organized and
existing under the laws of the State of Iowa, whose business purposes in the greater
Dubuque, Iowa area is similar to the purposes of this organization, and which is
exempt from taxation, pursuant to Chapter 504A, Code of Iowa, and the provisions
of Section 501(c)(3), (4), or (6) of the Internal Revenue Code, as amended.