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HomeMy WebLinkAboutMemo/Loews MB Hotel Owners .' C.lry Ct-Mt.-it-- PI. U::f t&F#3~ 'I-TA1VU~ 21/, )Alo ~ m9'''- z:z,,7r ~~ CITY OF MIAMI BEACH OFFICE OF THE CITY ATTORNEY Interoffice Memorandum ., To: Robert Parcher City Clerk Date: January 23, 2002 From: Lawrence A. L First Assistant Subject: Loews Miami ach Hotel Owners' Association, Inc. You may recall that the Loews Hotel was actually set up as a condominium with the Miami Beach Redevelopment Agency (RDA), owning the "Public Unit" which consists of the lobby and certain other public areas of the base of the Loews Hotel and the St. Moritz Hotel. Attached hereto is a copy of the annual minutes of the Association's meeting. This should either be set up as a separate file in your office under Loews Miami Beach Owners' Association, Inc. or possibly filed with the documents from the September 20, 1996 closing on all of Loews Hotel documents. The City Manager, in his capacity as Executive Director of the Miami Beach Redevelopment Agency, is a Director of the corporation. LAL/bfg Attachment cc: Murray H. Dubbin, City Attorney Christina M. Cuervo, Assistant City Manager r:1A1"fO.U,VL\WEMDllLOIWSIAa.WPD '-7U.M2(I,:n,., .' ". MINUTES of a Meeting of the Board of Directors of LOEWS MIAMI BEACH HOTEL OWNERS' ASSOCIATION, INC., held at 667 Madison Avenue, New York, New York on the 10th day of December, 2001 PRESENT: A Quorum The meeting was called to order by Mr. Jonathan M. Tisch who, upon motion duly made, seconded and unanimously carried, was elected Chairman of the meeting. On motion duly made, seconded and unanimously carried, Mr. Gary W. Garson was appointed Secretary of the meeting. Waiver of Notice of this Meeting of the Board of Directors, and Consent, executed by all of the members thereof, was presented to the meeting and ordered attached to these minutes. The Chairman presented to the meeting the By-Laws of the Corporation adopted by the Incorporator, William A. Weber, as of the 17th day of September 1996. On motion duly made, seconded and unanimously carried, the said By~Laws were adopted as the By-Laws of the Corporation, and the adoption of said By-Laws by the Incorporator as the By-Laws of the Corporation as of the 17th day of September 1996 was ratified, confirmed and approved in all respects. A form of membership certificate was presented, and upon motion duly made, seconded and unanimously carried, it was adopted as the form of membership certificate of the Corporation, the Secretary was directed to insert in the minute book of the Corporation the form , of membership certificate approved at this meeting and any use of the said form of membership certificate prior to the date hereof was ratified, confirmed and approved in all respects.. On motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that the seal, an impression of which the Secretary is directed to affix in the margin of this page be, and the same hereby is, adopted as the corporate seal of this Corporation, and any use of the said seal prior to the date hereof is hereby ratified, confirmed and approved in all respects.. The Chairman then stated that the Corporation had been advised that pursuant to the Declaration of Condominium for the Corporation dated as of September 25, 1996 (the "Declaration"), the Corporation has been declared the entity responsible for the operation of the condominium regime at Loews Miami Beach Hotel created by the Declaration (the "Condominium"). The Chairman added that the Corporation had been further advised that MB Redevelopment, Inc. and The Miami Beach Redevelopment Agency (each, a "Declarant" and together, the "Co-Declarants") have contributed both real and personal property to the Condominium and have agreed that the Co-Declarants shall be the owners of the units in the Condominium. The Secretary then noted that, pursuant to Article IV of the Articles of Incorporation of the Corporation, the members of the Corporation shall consist of the record owners of the units in the Condominium. After full discussion, upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the proper officers of this Corporation be, and they hereby are, authorized and empowered to issue to each of the Co-Declarants Membership Certificates of the Corporation. , The matter of designating a principal office for the transaction of business of the Corporation was then considered. Upon motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that the following is hereby designated as the principal office for the transaction of business of the Corporation: 1601 Collins Avenue, Miami Beach, Florida 33139. The Chairman then called for the nomination of officers. Thereupon, the following persons were nominated to be officers of the. Corporation to serve until their successors are elected and duly qualified: NOOlinee Office Jonathan M. Tisch Jack Adler Gary W. Garson John J. Kenny Chairman and Chief Executive Officer President and Chief Operating Officer Vice President & Secretary Treasurer No further nominations having been made, the nominations were closed and the directors proceeded to vote on the nominees. Each of the directors of the Corporation having voted and the votes having been counted, the Chairman announced that each of the aforesaid nominees had been duly elected to the offices set after his respective name, to serve until his successor is elected and duly qualified. The Chairman then stated that it was necessary for the Corporation to establish and maintain bank accounts, custodian accounts, safe-deposit and night depositary facilities and to authorize withdrawal on signature of authorized officers of the Corporation. After full discussion, upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the Chairman of the Board, President, Vice President or Treasurer, or any trustee, or anyone of them, be, and they hereby are, authorized and empowered to establish and maintain bank accounts, custodian accounts, safe-deposit and night depositary facilities (hereinafter referred to as -- "Authorized Accounts") in the name and on behalf of the Corporation, under any appropriate designation or title, in any bank, trust company, savings bank or savings and loan association (hereinafter "Depositary Bank"), and that the establishment and maintenance of any such accounts in the name and on behalf of the Corporation prior to the date hereof are hereby ratified, confirmed and approved in all respects; and it is further RESOL VED, that funds in said Authorized Accounts may be withdrawn by checks signed by any two of the following: Chairman of the Board, President, Vice President, Treasurer, Secretary, Assistant Treasurer, Assistant Secretary, trustee or any authorized employee or agent of the Corporation so designated in writing by the Treasurer or Secretary or by checks bearing the facsimile signature of anyone of the foregoing officers, employees or agents, and that any such withdrawals made prior to the date hereof are hereby ratified, confirmed and approved in all resects; and it is further RESOLVED, . that the Secretary or Assistant Secretary is hereby authorized and empowered to certify the above resolutions in a signed, written instrument delivered to any Depositary Bank, that any such certification made prior to the date hereof is hereby ratified, confirmed ad approved in all respects and each such Depositary Bank is hereby authorized to rely upon the said certificate unless and until the same is revoked or modified by a similar certificate or notification in writing, so signed and delivered to it. The Chairman then proposed that the date of the annual meeting of the stockholders of the Corporation be fixed. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, that the annual meeting of stockholders for the election of directors and the transaction of such other business as may be set forth in the notice of meeting, shall be held at 9:30 a.m. on the third Tuesday in June of each year (or, if such date falls on a legal holiday, on the first business day thereafter which is not a Saturday, Sunday or legal holiday), or on such other date not more than thirty days prior or subsequent thereto, as may be fixed by the Board of Directors. There being no further business to come b~~ore the meeting, it was, upon motion ,. duly made and seconded, adjourned. 1 ,... '.. .... ,-.~ -....,. .~..." .......-- .'-- _... , WAIVER OF NOTICE The undersigned, being all of the members of the Board of Directors of LOEWS MIAMI BEACH HOTEL OWNERS' ASSOCIATION, INC., do hereby waive all notice of the time and place of the Annual Meeting of Directors of said Corporation and consent that said meeting be held on the 10th day of December 2001, at 667 Madison Avenue, New York, New York, for the purpose of transacting such business as may come before the meeting, and do hereby consent to the taking of the action set forth in the minutes annexed hereto without a meeting, and do hereby direct that the said minutes be filed in the minute books of the Corporation. Dated: New York, New York December 10, 200 I ~Q e ge .Go ~ , MINUTES of the Annual Meeting of Members of LOEWS MIAMI BEACH HOTEL OWNERS' ASSOCIATION, INC., held at 667 Madison A venue, New York, New York, on the 10th day of December 2001 at 9:30 a.m. A member of the Corporation representing a majority of the votes of all of the members of the Corporation was present. Mr. Jonathan M. Tisch presided as Chairman of the meeting and Mr. Gary W. Garson acted as Secretary of the meeting. Waiver of Notice of the Meeting of Members, and Consent, duly executed by a member representing a majority of the votes of all of the members of the Corporation, was presented to the meeting and ordered attached to these minutes. The Chairman announced that the election of four directors of the Corporation was in order. Thereupon, the following were nominated for election as directors and their nominations seconded: Jonathan M. Tisch Jack S. Adler John J. Kenny Jorge M. Gonzalez There being no further nominations, the same were declared closed. A vote was taken, whereupon the Chairman reported to the meeting that the nominees had been duly elected as directors of the Corporation to serve until the next Annual Meeting of Members or until their respective successors shall have been elected and qualified or as otherwise provided in the By- Laws. There being no further business, the meeting was I , .." .' . i' ~ .' ", . .~... -. WAIVER OF NOTICE The undersigned, representing all of the members of LOEWS MIAMI BEACH HOTEL OWNERS' ASSOCIATION, INC., does hereby waive all notice of the time and place of the Annual Meeting of Members of said Corporation and consent that said meeting be held on the 10th day of December 2001, at the office of the undersigned, 667 Madison Avenue, New York, New York, for the purpose of transacting such business as may come before the meeting, and does hereby consent to the taking of the action set forth in the minutes annexed hereto without a meeting, and does hereby direct that the said minutes be filed in the minute books of the Corporation. Dated: New York, New York December 10, 2001 MB REDEVE THE MIAMI BEACH REDEVLOPMENT AGENCY By'd~ ~~ . e: Jo M. Go z . e: E utive Direc or