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HomeMy WebLinkAboutItem #63 - Discussion Itema a c: 4-ri 26, 1983 w w r =� Mr. . Lanny Alvarez Assi.:tant City Manager � Pan . imerican Drive =_'_' Mian.., Florida r .� r m .� RE: Agenda Item - May 12, 1983 - Edison Buena Vista Local &- _ Development Corporation Dear Mr. Alvarez: On behalf fo the Board of Directors for the Edison Buena Vista Local Devebpment Corporation, we are formally requesting .?pear on the May 12, 1983 Commission Agenda. The Edison Buena Board would like to seek funding for its coporation through yt, year Community Development funds. We are requesting the above, so that, we may continue in the economic devebpment of our community. During the 7th year contractual ,-riod, (July, 81 thur August,82) our organization experienced many changes. Because of those changes, there seems to have been a "cons mication gap" between the Board and the the Department of Trade arid Com;nerce (which is now the Department of Eoonomic Development) . At this point, I will give you a synopsis of what transpired. Those actions which occurred were: 1. She Executive Director of the corporation, Mr. Lou Sample a�.;, with three (3) members of the Board decided to dissolve the cori_.,ration. This was done illegally, because there were 7 active memL.rs serving on the board and a quorum was not present. In Decc ibcr, 1981, the Board received a letter from the State stating that th,: corporation had not re -registered. 2. Though it was the decision to dissolve the Corporation by tho. , three ors the office staff continued to function. On Fe -Di uuy 11 1982, Milion Valentine took over as Executive Director. 3. Upon taking this position, Mr. Valentine discovered that the building in which the corporation had been renting, with City funds, h<<j )een bought deceptfully by the former Executive Director. (See Exhi)it B). He had been using city funds which were allocated for the -ental of the building as mortgage payment's. After meeting with one of the Assistant City Attorneys, and �ceiving the advice of the City Attorney (See E i.bit C) we have >tained legal counsel to pursue this issue. 4: During this period, Ms. Gallogly had been hired as Director Trade and C=nerce. Upon visiting the corporation, Mr. Valentine iformed Ms. Gallogly of the status of the corporation. 5. At this point, the office closed because there was no staff operate. During that same period, Mr. F. Stewart, who was on the board felt ,at the corporation was a vital part of the development of this area. erufore on March 23, 1982 Mr. Stewart re -registered the corporation th new board mwbers - so that the organization would be in good anling with the State. I'would also like to state, that during is period, Ms. Gallogly was aware of all actions involving the �-,.n Buena Vista. The records will show, that we never received a: rm tl letter from the Department of Trade and Circe terminating r contract with the City of Miami. Since the formation of our new ar, 3 , the following has occurred: 1. On May 25th we met with Mike Mandy, who was representing Gallogly. At this meeting we were informed that we had to answer rt,,in items in the audit report for 6-30-81, as well as account for 3,t,00.00. The records will show that we did all of the above. tine "Nhibit C). On June 22, 1982 a letter was hand delivered to both i re Mandy and C. Gallogly answering all items in question. 2. In August, 1982, I (Cruz R. Rx1riguez) met personally with M. ndy and C. Gallogly to discuss funding for the 8th year. At this eting the following occurred: (a) Ms. Gallogly explained what the corporation's responsibility sl.c: be in order to receive funding for the 8th year. (b) I personally told Ms. Gallogly that I would put up the i rporations 25% so that the corporation could begin serving. -2- (c) on three occassions Ms. Gallogly assured the new Pi sident, Vice President and myself that we would receive funds fc the 8th year. (See Exhibit ) (d) The old board had several outstanding bills to be pa d. The new Board of directors decided to clear up all old = bu iness, so that we can begin anew. In late September those ou standing bills were given to Ms. Gallogly, who passed them on tc Ai-. Mendy to handle. (e) Since we had not heard fram 14s. Gallogly's office, as tc di -a status of the bills, Mr. F. Stewart personally went down to M-- Gsllogly's office to re -submit those bills and see if he could ter vine any information in order to expedite payment. The present Bc rd of Directors assumed that (through several meetings and cc versations) that once the bills were taken care of we would be rc unded. Ms. Gallogly had Mr. Stewart meet with a new member of h� staff and asked her to handle the situation. - Mr. Alvarez we are ready to begin implementing Economic Deve3cvmnt in an area where it is most needed. As a new board we have been working continuously to stay abreast of the activities • and projects in the Edison Area. we are prepared to present to the Conrnission a solidified work plan for the 9th year contractual period. vie are also in a position to generate the required'revenue for this fiscal year. Your assistance in this matter is sincerely appreciated. Respectfully submitted, I CRUZ R. RODRIGUEZ CRR:mr Attachments -3- EDiSON -GUENA VISTA DEVELOPMENT CORPORATION, INC. 500 N. W. 54th STRtL:T MIAMI, FLORIDA 33127 T'LL.: (305) 754-(,8t,4 January 26th, 1982 Dr. G.L. Sanders, President Edison Buena Vista Development Corporation 500 N.W. 54th Street Miami, Florida 33127 Dear Dr. Sanders: I am writing to inform you of the urgent administrative matters chat must be taken care of prior to our inviting new board members. The first item is the legal status of the Corporation, I contacted the secretary of States Office on January 19th to inquire as to the legal status of the Corporation. According to their , records we were involuntarily dissolved on December 16th, 1981 for failing to pay the $15.00 annual fee and filing the 1982 annual report in addition a $10.00 late charge must be included. Upon reciept of the afore ruentioned items we will regain our legal sta- tus. The most pressing item is that of delinquent taxes. I recieved a call from Ms. Patrick in the Collection Department of the IRS from Jacksonville on Friday January 22nd regarding payment of late penalty and principal due for the second quarter of 1981 as well as the third quarter. The penalty for December 1980 totals $850.72, the penalty for the first quarter of 1981 totals $788.00 and the principal anx)unt due for the secondquarter ending June 30th, 1981 totals $3,658.28 for a sub total of $5,297.00. There is also a balance due for'the third quarter which has yet to be determined because the report has yet to be filed. The fourth quarter has been paid in full. - 1 - coat.../2 0 Ms. Patrick informed we that if the penalties and the balance due for the second quarter is not paid in full by Febuary list, IRS lien proceedings will be instituted age nst the organi- zation. The amount due for the third quarter will still be pending until we file our tax report to determine the amount owed along with penalty. Because the reimbursment package of $5,500.00 which we will recieve this week will not be sufficient I suggest that we { request an advance from the City if possible to cover the out- standing balance. In the future I also suggest that deposits be made each pay period to avoid this problem in the future. LAV /mb Yours Truly, Leon A. Valentine Business Development Coordinator M E01EON -BUENA VISTA DEVELOPMENT CORPORATION, INC. 500 N. W. 54th STREET ' MIAMI, FLORIDA 31127 TEL.: (305) 754-68E4 March 5th, 1982 = Mr. Benjamin Freeman Sheon Realty 1208 W. Granville Avenue Chicago, Ill. 60660 Dear Mr. Freeman: As of February 1st, 1982 I assumed the position of Executive Director and in reviewing the records I found no form of lease agreement as required by our contract with the City of Miami. After consulting with our Attorney it was determined that the letter dated December 15th, 1980 is too ambiguous to con- stitute a formal lease. In addition I also understand that Mr. Louis R. Sample is the owner of record and as such all future payments should be made directly to him unless given written in- structions to the contrary. Until such time that a formal lease agreement is executed no further payments will be made to you as leasor. Also I'm requesting that a lease agreement be nego�iated between Mr. Sample and the Corporation within thirty days (30). If no action is taken on this matter 7 shall assume that we are tenants on a month to month rental and reserve the right to vacate at our discretion. Yours Sincerely, Leon A. Valentine Executive Director (!.C. or a"Ch.,1 LAV /mb ill X ; 6iT Z (A PROFESSIONAL ASSOCIATION) EXECUTIVE PLAZA 3050 BISCAYNE BOULEVARD JESSE J MCCRARY. JA SUITE 300 1305I7ELEPNONE 37615M M CMAFL J NEIMAND MIAMI. FLORIDA 331 37-4198 OUR pEFERENCE MA4•t A VALrw i%t March 15, 1982 Dr. George Sanders 8333 N.E. 2 Avenue Miami, Florida RE: EDISON-BUENA VISTA, INC. Dear Dr. Sanders: As per the request of Mr. Fredrick Stewart and Woodard Vaught, I am writing this letter. It has come to my attention that certain members of the Board of Directors of the Edison -Buena Vista, Inc. held a meeting on Wednesday, March 10, 1982. The purpose of that meeting was to voluntarily dis- solve Edison -Buena Vista, Inc. In attendance at the meeting were three (3) of the remaining seven (?) Board Members. Based on these facts and others to be enumerated herein, it is my opinion that the action taken by the Board that evening were ineffective: (a) The corporation has been involuntarily dissolved by the Secretary of State, effective December 16, 1981 for failure to file an Annual Report. (b) There was not a quorum present to constitute an official meeting of the Board of Directors. The By -Laws require a majority and one (1) member of the Board of Directors to be present to constitute a quorum. Based on the fact that there are currently seven (7) Board Members, at least five (5) individuals should have been present in order for an official resolution declaring a voluntary dissolution to be effective. ge 2 - March 15, 1982 vr. George Sanders Edison -Buena Vista, Inc. It should be emphasized that business operations carried out by Edison -Buena Vista, Inc. since December 16, 1981 have not been taken by a legally constituted corporation. As a consequence there is a strong possibility that any liabilities or debts incurred since the involuntary dissDlution may have to be personally absorbed by the individual Board Members and Officers, and not by the corporate entity It is my recommendation that the Board convene immediately to re-evaluate their decision in light of the foregoing. Specifically, the Board should consider the filing of an Applifaction for Reinstate- ment of Corporation Status with the Secretary of State. Such an application and approval thereto will put Edison -Buena Vista, Inc. in a position to operate once again as a legally constituted body. I trust that the foregoing sheds some light on the dilemma now facing such a vital and worthwhile organization. If I could be of further assistance, please so advise. Sincerely, LAW OFFICES JESSE J. McCRARY, JR., P.A. BY IIARK A. VALENTINE, ESQ. hfAV/cld cc: Fredrick Stewart Woodard Vaught rOC innCW(efilmm August 20, 1982 /C-I'r.%>`ic C Mr . FTaTrk+i-n Stewart 101 N.IV. 47th Terrace Miami, Florida 33127 Dear Mr. Stewart : Pursuant to our discussion on August 19th, attached are copies of the contract shell for 8th Year CD contracts, as well as contract instructions and a Policies and Pro- cedures Manual for Community Based Organizations. After reviewing these documents, I am sure you will agree that the requirements are much more stringent this year for neighborhood economic development programs. Additionally, I am returning your letter which you so generously loaned to me. I will be getting back to you within the next thirty (30) days in regards to the items related to the uncollected debts and outstanding bills. Sincerely, d Charlotte Director ,lttaehmentz. HO��ARD V. GARY City Manager DEPARTMENT Of ECONOMIC DEW LOPMENT / New World Tower, 100 N. Biscayne Bled., 91h floor / Miami, Florida 33132 10 LAW OPRocce 223 N. t. 3510-4 STRE<T �, 7 6AIAM1. "RID^ 32137 130151 Internal Revenue Service Center P.O. Box 47704 March 4, 1982. Doraville, GEORGIA. 30362 Re: Edison Buena Vista Local Development Corp., Inc. Employer I.D. No. 59-2017321 KW Document Locator No.'s 07141-148-61324-1 07141-350-57503-1 ----------------------------------------------------- Dear Sirs: We represent the Edison Buena Vista Local Development Corporation, Inc. which is a public non-profit corporation which has been organized to • provide community services for minorities. It is funded by public funds from the Federal Government and the City of Miami. Due to certain internal problems of management, the previous administrator has been terminated and, upon audit, we have discovered the following funds due for the first quarter of 1981, the last half of 1980 plus penalties and interest on the third quarter of 1981. We are advising at this time that there are no funds available to meet these obligations and we will request appropriations by the City of Miami for funds to meet the principal, however, under Federal Regulations, the penalties and interest will not be funded by the grantors. We therefore ask your co-operation in this matter, since this is a public -interest, non- profit organization, to waive the penalties and interest on the above matter and to permit us to apply for funds to meet the principal sums due. The extenuating circumstances are that the previous administrator, although terminated by the organization, is also alleged to be guilty of misfeasance and malfeasance in office. Your co-operation in this matter will be greatly appreciated. If there is any further information you require, please contact this office. NNZ:jt c.c. Mr Leon Valentine, E.B.V.L.D.C. Veru truly y^tire NORMAN N. ZIi It