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HomeMy WebLinkAboutCRA-R-08-0003 Legislation• • City of Miami Legislation CRA Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Fite Number: 08-00093 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A SETTLEMENT AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, IN THE CASE OF SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY V. GREATER MIAMI NEIGHBORHOODS, INC., CASE NO. 07-39455 CA (22), IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL COURT OF FLORIDA, IN AND FOR MIAMI-DADE COUNTY, SETTLING ALL CLAIMS AND TRANSFERRING TITLE TO THE PROPERTY AT 1163 N.W. 3rd AVENUE, MIAMI, FLORIDA, TO THE CRA. WHEREAS, on January 10, 2001, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") and Greater Miami Neighborhoods, Inc. ("GMN") entered into an agreement whereby the CRA granted GMN funds for the purchase of the property at 1163 N.W. 3rd Avenue, and GMN agreed to develop the property for the benefit of the CRA; and WHEREAS, the CRA desired that the property be titled in GMN's name to enable more effective negotiations relative to development of the property as the site of a fast-food franchise; and WHEREAS, GMN was unable to develop the property; and WHEREAS, the CRA brought suit against GMN on November 14, 2007 for breach of contract, imposition of an equitable lien and to establish that the property was held in a constructive trust; and WHEREAS, GMN has agreed to enter into a settlement agreement, settling all claims and transferring title to the CRA; and WHEREAS, the Board of Commissioners of the CRA wishes to authorize the Executive Director to execute the attached settlement agreement; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Executive Director is authorized to execute a settlement agreement, in substantially the attached form, in the case of Southeast Overtown/Park West Community Redevelopment Agency v. Greater Miami Neighborhoods, Inc., Case No. 07-39455 CA (22), in the Circuit Court of the Eleventh Judicial Court of Florida, in and for Miami -Dade County, settling all claims C7{y. of Miami Page 1 of 2 Printed On: 1/23/2008 File Number: 08-00093 and transferring title to the property at 1163 N.W. 3rd Avenue, Miami, Florida, to the CRA. Section 3. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: JOR lL. FERNANDEZ GENERAL COUNSEL Cite of Miami Page 2 of l Printed On: I/23/2008 • SOUTHEAST OVERTOWN/ PARKWEST REDEVELOPMENT AGENCY, an agency of the State of Florida, Plaintiff(s), VS. GREATER MIAMI NEIGHBORHOODS, INC. a Florida not for profit Corporation Defendant(s). 1 IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR DADE COUNTY, FLORIDA GENERAL JURISDICTION 'DIVISION CASE NO.: 07-39455-CA-22 SETTLEMENT AGREEMENT THIS AGREEMENT is made and entered into as of (f day of January, 2008 by and between SOUTHEAST OVERTOWNIPARKWEST COMMUNITY REDEVELOPMENT AGENCY, a pubic agency and body corporate created pursuant to Section 163.365, Florida Statutes (the "CRA") and GREATER MIAMI NEIGHBORHOODS, .INC., a Florida not -for - profit corporation (the "GMN"). RECITALS A. WHEREAS, the CRA and GMN entered into that certain Grant Agreement with Respect to National Food Franchise Site dated as of January 10, 2001 (the "Grant Agreement"); and B. WHEREAS, pursuant to termsof the Grant Agreement, the CRA made a grant of Ninety -Five Thousand and No/100 Dollars ($95,000.00) (the "Grant") to GMN to enable GMN to purchase certain real property located in Miami -Dade County, Florida, more particularly described on Exhibit "A" attached hereto and made part hereof (the "Property"); and • C. WHEREAS, in accordance with the terms of the Grant Agreement, GMN entered into a purchase agreement to acquire the Property which purchase agreement and purchase price were approved by the CRA. Upon completion of the due diligence by GMN and approval of same by the CRA, GMN acquired the Property utilizing the Grant to pay the entire purchase price to acquire the Property; and D. WHEREAS, the Grant Agreement required that title to the Property be taken in the name of GMN and that GMN would only utilize the Property for the development of a national food franchise on the Property (the "Project"); and E. WHEREAS, GMI'J acknowledges that at all times it has been holding title to the Property for the benefit of the CRA and as agent for the CRA and had no beneficial interest in the Property; and F. WHEREAS, GMN was unable to develop the property as contemplated by the development agreement; and G. WHEREAS, CRA filed suit in the present case to reclaim the property and for such other relief deemed just and proper by the Court ("the Present Litigation"); and H. WHEREAS, GMN has filed an Answer in this litigation admitting certain allegations and denying others; and I. WHEREAS, GMN specifically denies any wrongdoing with respect to the Project and the Grant; and J. WHEREAS, the parties desire to enter a Settlement of the Present Litigation; and NOW, THEREFORE, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and hereby incorporated by reference and made a part hereof. 2. CONVEYANCE OF PROPERTY. Simultaneously with the execution of this Agreement, GMN will convey title to the Property to the CRA, subject only to the exceptions to title that existed on the date that GMN acquired title to the Property and outstanding real estate taxes, by quit claim deed in a form attached hereto as Exhibit "B". In addition, GMN shall deliver to the CRA a seller's affidavit in the form of Exhibit "C" attached hereto and made a part hereof and a corporate resolution in the form of Exhibit "D" attached hereto and made a part hereof. 3. TERMINATION OF GRANT AGREEMENT. With consideration of the conveyance of the Property to the CRA as contemplated by Section 2 above, the CRA and GMN hereby terminate all further obligations under the Grant Agreement. 4. DUE DILIGENCE MATERIAL. Simultaneously with the execution of this Agreement, GMN will deliver to the CRA copies of all reports or other information obtained by GMN subsequent to the execution of the Grant Agreement relating to the Property which is in 2 • the possession or control of GMN without representation or warranty, expressed or implied. as to the accuracy of the information and materials provided. 5. RELEASE OF ALL CLAIMS BY CRA. CRA hereby forever releases and discharges GMN and its respective affiliated, subsidiary and related companies, officers, directors, agents, servants, employees, shareholders, representatives, heirs, successors, assigns, attorneys; accountants, assets and properties; as the case may be, from any and all claims, demands, damages, actions, liabilities, obligations, causes of action, suits or disputes (hereinafter collectively "Claims") that CRA now has or may have in the future, whether direct or indirect, known or unknown, foreseen or unforeseen, arising out of or related in any way to the Project, the Grant Agreement, and the Present Litigation. 6. RELEASE OF ALL CLAIMS BY GAIN. GMN hereby forever releases and discharges CRA and its respective affiliated, subsidiary and related companies, officers, directors, agents, servants, employees, shareholders, representatives, heirs, successors, assigns, attorneys, accountants, assets and properties, as the case may be, from any and all claims, demands, damages, actions, liabilities, obligations, causes of action, suits or disputes (hereinafter collectively "Claims") that GMN now has or may have in the future, whether direct or indirect, known or unknown, foreseen or unforeseen, arising out of or related in any way to the Project, the Grant Agreement, and the Present Litigation 7. COURT RETAINS JURISDICITION. The Parties hereby agree that the Present Litigation shall be dismissed with prejudice, each side to bear its own costs and attorneys fees. The parties hereby agree that the Court shall retain jurisdiction to enforce the terms of this settlement agreement. [SIGNATURES APPEAR ON FOLLOWING PAGE] • • • IN WITNESS \\'HEREOF, the parties hereto have executed this Agreement as of the date first above written. Approv s t. form and correctness: orge t✓. CRA Ge GREATER MIAMI NEIGHBORHOOD, INC., a Florida not -for -profit corporation • By: Print Name: Title: 1 •mot f .Cq • -BAC, S It SOUTHEAST OVERTOWN/PARKVVEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Name: James H. Villacorta Title: Executive Director • • • Exhibit A The North 29 feet of Lot 7 in Block 10 of SOST'S SUBDIVISION, according to the Plat thereof, recorded in Plat Book B, Page 27, of the Public Records of Miami -Dade County, Florida Exhibit B THIS INSTRUMENT WAS PREPARED BY: Kevin R. Jones, Esquire Assistant City Attorney 444 SW 2id Ave, Ste 945 Miami, Florida 33130 Folio Number:0131360370530 QUIT CLALM DEED THIS QUIT CLAIM DEED, made this II day of January, 2008, between GREATER MIAMI NEIGHBORHOODS, INC., a Florida not -for -profit corporation (the "Grantor"), and SOUTHEAST OVERTOWN/PARKWEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("Grantee"). Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. WITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, conveys and confirms unto Grantee, in fee simple, all that certain real property together with the improvements thereon (hereinafter collectively referred to as the "Real Property") in Miami -Dade County, Florida, to wit ("the property"): The North 29 feet of Lot 7 in Block 10 SOST'S SUBDIVISION, according to the Plat thereof, recorded in plat Book B, Page 27, of the Public Records of Miami -Dade County, Florida. TOGETHER WITH all the tenements, hereditaments and appurtenances thereto belonging or in any way appertaining. TO HAVE AND TO HOLD the same unto Grantee in fee simple, forever. NOTE TO RECORDER: This is a conveyance from an agent to its principal, conveying real estate purchased for and with the funds of the principal, and therefore not subject to the payment of documentary stamp tax in 6 • • accordance with Florida Administrative Code Section 12B-4.014(5). Grantor is a not -for -profit corporation and Grantee is a local government agency, further exempting this conveyance pursuant to Florida Administrative Code Section 12B-4.014(14). Accordingly, no Florida documentary stamps are due on this instrument. THIS CONVEYANCE IS SUBJECT TO: 1. Taxes and assessments for the year 2007 and subsequent years; 2. Zoning and other governmental restrictions; 3. Conditions, restrictions, reservations, and easements of record; however, reference thereto shall not serve to reimpose same. AND Grantor hereby covenants with Grantee: (1) that Grantor has good right and lawful authority to convey the Real Property;. IN WITNESS WHEREOF, Grantor has caused this QUIT CLAIM Deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: WITNESSES: STATE OF FLORIDA COUNTY OF MIAMI-DADE } ) GRANTOR: GREATER MIAMI NEIGHBORHOOD, INC., a Florida not -for -profit corporation By: The foregoing instrument was acknowledge beforee this 1 , 2008, by P i,550-LA I L t� as FI /Pmof GREAT NEIGHBO GODS, INC., a Florida not -for -profit corpora�n behalf th who is personally known to me or has produced �. . I t : L-I de Swe of Florida w .?564648 t.3)1i612OW I�' E day of. MIAMI rporation, cati Public, St. e of Florida 7 Exhibit C AFFIDAVIT OF TRANSFER STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) tVt BEFORE ME, personally appeared C Sa (the "Affiant"), as ,c i osf GREATER MIAMI NEIGHBORHOODS, INC., a Florida not -for -profit corporation, who by me being first duly sworn, on oath, deposes and states i. That the Affiant is the , VW f V of GREATER MIAMI NEIGHBORHOODS, INC., a Florida not -for -profit corporation ("GMN"). 2. This affidavit is given with respect to the following described property (the "Property"), located in Miami -Dade County, Florida, to -wit: SEE ATTACHED EXHIBIT "A" 3. There are matters pending against GMN or the Property that could give rise to a lien that might attach to the Property, between December 25, 2007 @ 11:00 p.m., and the date and time of recording of the deed in favor of Southeast OvertowniParkwest Community Redevelopment Agency, a body corporate and politic of the State of Florida (the "CRA"), and that GMN has not executed any instruments that would adversely affect the title thereto. 4. That within the past 90 days there have been no improvements alterations or repairs) to the aforesaid Property for which the costs thereof remain unpaid and within the past 90 days there have been no claims for labor or material furnished for repairing or improving the Property which remain unpaid. or which will not be paid in the normal course of business. 5. That GMN's title to and possession and enjoyment of the Property has been open, notorious, peaceable and undisturbed, and that GMN is in sole possession of the Property. 6. Affiant specifically makes all representations contained herein to induce the Buyer to acquire the Property and to induce Holland & Knight LLP as agent for Chicago Title Insurance Company to issue an owner's title insurance policy. Affiant understands that the foregoing are relying upon the representations contained herein. • FURTHER AFFIANT SAYETH NOT. Signed, sealed and delivered in our presence: WITNESSES: • 5046016 v2 • AFFIANT: ffo"e oing instrument was acknowledged before me this 13 day of January, 2008, who is personally known to me or has produced 1 ✓-. IC., as identification. r t Printedame: Notary Public My Commission Expires:. • State of Florida • Exhibit D CERTIFICATE OF CORPORATE RESOLUTIONS, CORPORATE STATUS AND INCUMBENCY The undersigned, the ''' of GREATER MIAMI NEIGHBORHOOD, INC., a Florida not -for -profit corporation (the " ompany"), hereby certifies that: 1. The Company is a duly formed, validly existing corporation in good standing under the laws of the State of Florida. 2. Attached hereto as Exhibits "A", "B" and "C", respectively, are true, complete and correct copies of the following as in effect on the date hereof: (i) Certificate of Good Standing for the Company; (ii) the Certified Articles of Incorporation of the Company; and (iii) the Bylaws of the Company. 3. On January --�-' 2008, in accordance with the Company's Bylaws, the following resolutions were unanimously adopted by the shareholders and Board of Directors of the Company, and the same have not been revoked, cancelled, annulled or amended in any manner and are in full force and effect on the date hereof: RESOLVED, that the Company, be and hereby is authorized to convey that certain real property described in Exhibit "D" attached hereto (the "Property"), and be it FURTHER RESOLVED, that the Company, be and hereby is, authorized and directed to execute, deliver, perform and enter into any contracts, agreements, instruments or other documents which may be necessary or desirable for the purpose of consummating the transaction contemplated in that Agreement, dated January _, 2008 (the "Agreement"), by and between the Company and Southeast Overtown/Parkwest Community Redevelopment Agency, a body corporate and politic of the State of Florida ("Buyer"), and be it FURTHER RESOLVED, that the president, any vice president,or any other officer of the Company, acting alone in either case, be and hereby is authorized to execute, deliver, perform and enter into the Agreement and any agreements, deeds, instruments and other documents of conveyance which may be necessary or desirable for the consummation of the transaction contemplated in the Agreement, and be it FURTHER RESOLVED, that these resolutions shall continue in full force and effect and may be relied upon by Buyer until receipt of written notice of any change therein. 4. The following are duly elected or appointed to the offices of the Company set forth opposite their respective names and are incumbent in such offices as of the date hereof, and the signatures appearing opposite their respective names are the genuine signatures of such persons: NAME TITLE SIGN ATURE C President . 1 -L' C1- Vice President 11 • Secretary Treasurer IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] hand and affixed the Company's corporate seal this / (day of TiNuerilY, 200 a:Rib The undersigned, the 5-6-c20titliztf the Company, hereby certifies that P.S! ?3( is the f•Ffthe Company. • 410 12 (Corporate Seal) • EXHIBIT "A" CERTIFICATE OF GOOD STAND NQ 14 www.sunbiz.org - Department of State Page 1 of 2 FLORIDA DEPARTMENT OF STATE' DIVISION OF CORPORATIONS Home Contact Us E-Fiting Services Document Searches Forms Help Previous on List Next on List Return To List Events No Name History Detail by Entity Name Florida Non Profit Corporation GREATER MIAMI NEIGHBORHOODS, INC. Filing Information Document Number N09210 FEI Number 592544297 Date Filed 05/08/1985 State FL Status ACTIVE Last Event AMENDED AND RESTATED ARTICLES Event Date Filed 08/29/2003 Event Effective Date NONE Principal Address 300 NW 12 AVE MIAMI FL 33128 Changed 09/06/2007 Mailing Address 300 NW 12 AVE MIAMI FL 33128 Changed 09/06/2007 Registered Agent Name & Address DOMINGUEZ, ELENA 300 NW 12 AVE MIAMI FL 33128 US Name Changed: 09/06/2007 Address Changed: 09/06/2007 Officer/Director Detail Name & Address Title P SIBLEY, RUSSELL 300 NW 12 AVE MIAMI FL 33128 Title CD CLEMENTS, CHARLES III 300 NW 12 AVE MIAMI FL 33128 7.4 Enti �+ a ea l http://www.sunbiz.org/scripts/cordet.exe?action=DETFTIAinq_doc_number=N09210&in... 1/1 1 /2008 www.sunbiz.org - Department of State Page 2 of 2 Title D NOBLE, CARLOS 300NW12AVE MIAMI FL 33131 Title VP/S DOMINGUEZ, ELENA 300 NW 12 AVE MIAMI FL 33128 Title D GEORGE, STEPHEN 300 NW 12 AVENUE MIAMI FL 33128 Annual Reports Report Year Filed Date 2006 03/20/2006 2007 03/06/2007 2007 09106/2007 Document Images Q91 12007_-ANNUAL_REPORT 03/08/2007- ANNUAL REPORT 03/2012QQ6—ANNUAL REPORT 0 ;2Fr g05.-WAf VA REPORT 01/09/20Q4-=ANNUAL E.PQRT 08/29/2110_3.=1kmmended_and Rut ted Articles 01109/2003 -- ANNUAL REPORT 011081202 ANNUL REPORT p2!09l2{i{J1 --.,Amended and Restate Articiej e2/01/2001.._--F,N II AL_REPQRT. Q1/2412000 _.ANNUALREPORT 03/02/1999 -- ANNUAL. REEK T 1a11 y E9 ^Amen(anent 01/16!1998 --ANNUAL REPORT 4 E 13.1119.97.,-.8RNUAL. REPORT 01/31/1998 --ANNUAL RE POSY, 05101/1995 --ANNUAL REPORT Note: This is not official record. See documents if question or conflict. Previous on List Nex o_n t Return To List Ey_entt No Name History Horne Contact us Document Searches e-Filing Services Forms MHelp Copyright and Privacy Policies Copyright 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=DET IL&ing_doc_numberMN09210&in.. 1 /1 1 /2008 EXHIBIT "B" CERTIFIED ARTICLES OF INCORPORATION • lei: fie P !!% ts411-� �1fJ l�J �1✓.�\Lip", s..jJt.�� �rc `jitttllJtil f7iti�i)��`�ii��i)r,L*1 �)�? �1��f �J )I, Cw;.� rw) �+:,•w_ r► s�i � « = wf cs, w s� .� .C+� �iir7l trl jlia�litallitrailtifIlia!! 17191t •Icafiirlk7;14tri'itrl/Yirl7',tr11?tal/stir l tsi�*itt rlirf t•ti/iEltilF0.irll 1 lit r '1 ✓(w 7, '- ti r C fi • I certify the attached is a true and correct copy of the Amended and Restated Articles of Incorporation, filed on August 29, 2003, for GREATER MIAMI NEIGHBORHOODS, INC., a Florida corporation, as shown by the records of this office. The document number of this corporation is N09210. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Twenty-ninth day of August, 2003 ��.Atecd (lienba 11T_ w i ,Serretary afv.Stute ti 1)1ItTe l off �;it1tlli.�%���:irt pe �jl>-+ �� tflrv�rs�l�%I�rtV �)�r firasltr,a.lirs�l �flr ►)rtitl�ilr/x�� . r7' rr^"`1/t t.. �+ w+ C.: .+,..+ .+.iN w; + 11Rwntwl�:if�it=rl•.irliiiAllit l,i i%4YX4lle��ilre t, •ice lF.iiAl�itr{lltal�isr, tii�:lRr�i'E+rXf � in�tta�; fl,ir(ur IIitirlERftl,t� 1 K • • SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GREATER MIAMI NEIGHBORHOODS, INC. Pursuant to the provisions of § 617.1002 and 617.1 007 of the Florida Not for Profit Corporation Act. Greater Miami Neighborhoods, Inc. adopts the following Second Amended and Restated Articles of Incorporation: ARTICLE I 111.A]_YE The name off this corporation is: Greater Miami Neighborhoods, Inc. ARTICLE-1 TERM OF EXISTENCE This corporationis to exist perpetually. ARTICLE III PRINCIPAL OFFICE AND MAILING ADDRESS Pr The address of the principal office and the mailing address of the Corporation is: 3 N.W. 12 ' Avenue Milani, Florida 33128 ARTICLE IV PURPOSES A. This Corporation is organized and shall operate exclusively for educational, cultural, charitable and scientific purposes and to make gifts, grants, loans and subsidies to other charitable and/or education organizations described in Section 501(c)(3) of the internal Revenue Code; such purpose shall include, but not be limited to the provisions of affordable housing to very low-income, low incorne and moderate -income person. The purposes of the Corporation shall, however, be limited in all events to exempt purposes described in Section 501(c)(3) of the Internal Revenue Code of 1986 as amended. Furthermore, this Corporation may engage in only activities permitted under the laws of the State of Florida and the United States of America as shall constitute activities in furtherance of such exempt purposes. In furtherance of its exempt purposes the Corporation may promote, establish, conduct and maintain activities on its own behalf and it may contribute to or otherwise assist other corporations, organizations and institutions carrying on exempt activities. B. As a means and incidental to accomplishing the purposes for which this Corporation is being operated, it shall have the following powers: (1) To solicit, accept, acquire, receive and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, or otherwise, for any of its objects and purposes, any property, both real and personal, ofwhatever nature or description and wherever situated; and (2) To sell, exchange, convey, mortgage, lease, transfer or otherwise dispose of any such property, both real and personal, as the objects and purposes of the corporation may require, subject to such limitations as may be prescribed by law; and (3) To borrow money but only as authorized by its Board of Directors, and, from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange and other.obligations of the corporation for monies borrowed or in payment for property acquired or for -any of the other purposes of the corporation, and to secure the payment of any such obligations by mortgages, pledge, deed, indenture, agreement or other instrument of trust, or by other lien upon, assignment of, or agreement -in regard to all or any part of the property, rights or privileges of the corporation, wherever situated; and (4) To invest or reinvest its funds in such stocks bonds, debentures, mortgages or other investments or securities and property as its Board of Directors shall deem advisable, subject to the limitations and conditions contained in any bequest, devise, grantor gift; and (5). In' general, to exercise such other powers which now are or which hereafter may be conferred by law upon a corporation organized for the purposes herein above set forth or necessary or incidental to the powers so conferred or conducive to the attainment of the purposes of the. corporation, subject to such limitations as are or may be prescribed' by law. . F C., ; ... Notwithstanding anything herein to the contrary, this corporation may exercise only • such powers as are in furtherance of the exempt purposes of organizations set forth in Section 501(cX3) of the Internal Revenue Code of 1986, as amended and its Regulations as the same now exist, or as they may be hereafter amended from time to time. D. No part of the income or principal of this corporation shall inure to the benefit of or be distributed to any director or officer of the corporation or any other private individual, in such a fashion as to constitute an application of funds not within the purpose of exempt organizations described in Section 501(c)(3) of the Internal Revenue Code, as amended. However, reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of income or principal. -2- E. No part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. F. In the event of the complete or partial liquidation or dissolution of the corporation, whether voluntary or involuntary, the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used or distributed as provided by law exclusively to one or more organizations then described in Sections 501(c)(3) and 509(a)(1) or 509(a)(2) of the Internal Revenue Code of 1986, as amended, or to the federal, state or local government for exclusively public purposes. A. ARTICLE V MEMBERS AND DIRECTORS The Corporation shall have no members. B. All corporate powers shall be exercised by or under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Board of Directors. The Directors of the Corporation shall be elected in accordance with the procedures provided in the Bylaws. ARTICLE VI REGISTERED AGENT The Board of Directors may from time to time designate such person as registered agent or such address and place for the registered office of this corporation as it may see fit. :'.•TN WITNESS ,WHERE©F,, these Second Amended =Restated krticies ofnc:oipcsrath* of Greater Miami Neighborhoods, Inc. are hereby executed on this / -day of 2b03. _3_ GREATER MIAMI NEIGHBORHOODS, INC. By: Name: Agustin Dornin Title: President CERTIFICATE There are no members of the Corporation entitled to vote on these Second Amended and Restated Articles ofIncorporation. These -Second Amended and Restated Articles of Incorporation were approved and adopted by a majority vote of the directors in office on June 18, 2003, constituting a sufficient number of vote to approve -the amendment. GREATER MIAMI NEIGHBORHOODS, INC. By: Name: Agustin Domingu Title: President CAWINDOWS Teropor.y Internet Fdcs+OLK OMnicia able - znd alt.h d -4- EXHIBIT "C" BYLAWS 16 .. SECOND AMENDED AND RESTATED BYLAWS OF GREATER MIAMI NEIGHBORHOODS, INC, ARTICLE ONE INTRODUCTION These Bylaws constitute the code of rules adopted by GREATER MIAMI NEIGHBORHOODS, INC. for the regulation and management of its affairs. ARTICLE TWO NO MEMBERSHIP The Corporation shall have no "members". All powers of the Corporation shall inhere in and be exercisable by the Board of Directors as provided for in these Bylaws and the Articles of Incorporation. ARTICLE THREE DIRECTORS Definition of Board of Directors The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these Bylaws. Qualifications Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. - • Number of Directors The number of directors on the Board of Directors. shall be fixed from time to time by a Resolution of the Board of Directors. Election and Term The current Board of Directors shall vote each year at the annual meeting of the Board of Directors to elect the persons who will serve on the new Board of Directors. There is no limit to the number of terms that a person may serve on the Board of Directors. Terms of Directors Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. Removal from Office Any Board Member may be removed from office by a vote of the Board of Directors when he or she misses three consecutive regular meetings. Vacancies Resignations of directors shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date. Any vacancies on the Board of Directors resulting from the removal or the resignation of a board member shall be filled by a majority vote of the remaining Directors, though less than a quorum. Place of Director's Meetings Meetings of the Board of Directors, regular or special, will he held at the primary place of business for this Corporation or at any other place within or without the State of Florida as provided or such place or places as the Board of Directors may designate by resolution duly adopted. Regular and Special Meetings Regular meetings of the Board of Directors shall be held one time each year, or more frequently as is deemed necessary by the Board of Directors. This one meeting shall be known as the "Annual Meeting". The Annual Meeting shall be held in the month of June at a time, date and place as determined by the Chairperson or the Executive Committee. Special meetings of the Board may be called by: l . The Board of Directors; 2. The Executive Committee; or 3. The Chairperson. Time, Notice and Call of Meetings. Written notice of the time and place of meetings of the Board of Directors shall be given to each director by either personal delivery, telegram, telephone or cablegram at least two (2) days before the meeting or by notice mailed to the director at least five (5) days before the meeting. -2- • Waiver of Notice Attendance by a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the -transaction of business because the meeting is not lawfully called or convened. Quorum and Vote A majority of the incumbent directors (not counting vacancies) shall constitute a Quorum for the conduct of business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or any provision of these bylaws, Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time: Participation by such means'shall constitute presence in person at a meeting. Self -Dealing No director shall use confidential information gained by reason of being a member of the Board of Directors for personal gain to the detriment of the corporation. Any director who so abuses confidential information shall be removed from the board by a vote of the Board of Directors at a meeting wherein prior notice of the nature of the proposed removal has been given to each director. ARTICLE FOUR OFFICERS Roster of Officers The Corporation shall have the following officers: a Chairperson, a Vice Chairperson, a President, a Vice President, a Secretary, and a Treasurer. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. A person may hold more than one office. Officers are not required to be members of the Board of Directors. Employees and staff of the Corporation are eligible to serve as officers. Selection and Removal of Officers All officers shall serve one year terms. Officers shall be elected by the Board of Directors at the Annual Meeting or as soon as practical thereafter. Officers shall remain in office until their successor has been selected. -3- Chairperson The Chairperson shall preside at all meetings of the Board of Directors and Executive Committee and shall exercise parliamentary control in accordance with Robert Rules of Order. The Chairperson shall' appoint or remove all committee members unless overruled by the Board of Directors. The Chairperson shall announce all appointments to the Executive Committee at either a meeting of the full Board of Directors or at a meeting of the Executive Committee (such announcement shall be noted in the minutes of that meeting). Vice Chairperson The Vice Chairperson shall actin place of the Chairperson in the event of the Chairperson's absence, inability, or refusal to act and shall exercise and discharge such other duties as may be required by the Board of Directors or the Executive Committee. President The President shall be the chief executive officer of this Corporation and shall, subject to the control of the Board of Directors or the Executive Committee, supervise and control the affairs of the Corporation and actively manage its business. The President shall report to and advise the Board of Directors and the Executive Committee on all significant matters of the Corporation's business. The President shall see to it that all orders and resolutions of the Board of Directors and the Executive Committee are carried into effect. The President shall generally be expected to attend all meetings of the Board of Directors and the Executive Committee. Vice President The Vice President shall act in place of the President in the event of the President's absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the Board of Directors or the Executive Committee. Secretary The Secretary will keep minutes of all. meetings of the Board of Directors and the Executive Committee, will be the custodian of the corporate recoids, will give all notices as are required by law or these bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws. Treasurer The Treasurer will have charge and custody ofall funds of this Corporation, will oversee and supervise the financial btsiness of the Corporation, will render. reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the • -4- • office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws or which may be assigned from time to time by the Board of Directors or the Executive Committee. Removal of Officers Any officer elected or appointed to office may be removed by the Board of Directors whenever in their judgment the best interests of this Corporation will be served. Such removal, however, will be without prejudice to any contract rights of the officer so removed. ARTICLE FIVE INFORMAL ACTION Waiver of Notice Whenever. any notice whatever is required to be given under the provisions of the law, the Articles of Incorporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted. Action by Consent Any action required by law or under the Articles of Incorporation or by these Bylaws, or any action which otherwise may be taken at a meeting of either the members or Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all directors in office, and filed with the secretary of the Corporation. ARTICLE SIX COMMITTEES Appointment of Committees The Board of Directors or the Chairperson may from time to time designate and appoint one or more standing committees. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors or the Executive Committee. Executive Committee There shall be an Executive Committee composed of persons appointed by the Chairperson. All members of the Executive Committee must be members of the Board of Directors. The Executive Committee shall have the authority to act on behalf of the. Corporation. A quorum for the conducting of business at an Executive Committee meeting shall be a majority of the incumbent -5- members. Notice of all meetings of the Executive Committee shall be given in writing to each member so as to be received at least three days prior to the meeting. ARTICLE SEVEN OPERATIONS Fiscal Year The fiscal year for this Corporation will be from July 1 't to June 30t. Execution of Documents Except as otherwise provided by law, checks, drafts, and orders for the payment of money of this Corporation shall be signed by at least two persons who have previously been designated by a Resolution of the Board of Directors or the Executive Committee. Books and Records This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of the Board of Directors, the Executive Committee, and other committees. The Corporation will keep at its principal place of business the original copy or a copy of its Bylaws including amendments to date certified by the Secretary ofthe Corporation. Inspection of Books and Records All books and records of this Corporation may be inspected by any Board member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose. Inspection of Books and Records All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand. Loans to Management This Corporation will make no loans to any of its Directors or officers. Amendments The Board of Directors may adopt Articles . of Amendment (amending the Articles of Incorporation). Articles of Amendment must be adopted in accordance with Florida law. The Bylaws may be amended at any time by a vote of the majority ofthe Board of Directors at a meeting where a quorum is present. -6- • • ARTICLE EIGHT INDEMNIFICATION Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was a Director of Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or officer is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or officer (or such heirs, executors or administrators) may be entitled apart from this Article.' CERTIFICATION I hereby certify that these Bylaws were adopted by the Board of Directors at their meeting held on June 18, 2003. C:1WTlDOWS ttmp«ery Internee FilesZ11CC1OE Byiews]md AR.wpd # 4784200_v2 • EXHIBIT "D" LEGAL DESCRIPTION 17 My Commission Expires: EXHIBIT "A" LEGAL DESCRIPTION The North 29 feet of Lot 7 in Block 10 of SOST~S SUBDIVISION, according to the Plat thereof, recorded in Plat Book B, Page 27, of the Public Records of Miami -Dade County, Florida 4i84200 v2 8