Preview
FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021
NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022
EXHIBIT M
FILED: RICHMOND
NEW YORK COUNTY CLERK 08/21/2013
04/21/2022 06:58 PM INDEX
INDEXNO. NO.951281/2021
85027/2013
NYSCEF DOC. NO. 26
44 RECEIVED NYSCEF: 08/21/2013
04/21/2022
EXHIBIT I
FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021
NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022
MOUNT MANRESA
Secretary Certificate for Unanimous Written Consent of_l'yfe111bers
I, RJCK D'AVERSA, Secretary ofMOUl\JT JviANF..ESA, a corporation incorporated
under the Nol·-for-Profit Corporation Laws ofNeVv' York, do hereby certify that the attached is a
true copy of the Unanimous Writte11 Consei1t of the rv1e1nbers sig11ed by all of the Men1bers of
the Corporation on April 6, 2013, pursuant to Section 614 of the Not-for-Profit Corporation Law
and that said Unanimous Written Consent of the Members is now in full force and effec1:.
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Rick D'Aversa
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Secretary
FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021
NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022
UNANIMOUS WRITTEN CONSENT
OF
Tl-IE MEMBERS
OF
MOUNT MANRESA
The undersigned, constituting all of the members of Mount Manresa, a New York not-
for-profit corporation ("Manresa"), in accordance with Section 614(a) of the Not-for-Profit
Corporation Law of the State of New York, hereby consent to the taking of the following actions
and direct that these resolutions be filed with the minutes of proceedings of the Members:
WHEREAS, Manresa owns certain real property located at 239 Fingerboard Road,
Staten Island, New York (the "Premises").
WHEREAS, the undersigned consider it to be in the best interest of Manresa to sell the
Premises to Mount Builders, LLC ("Purchaser"), a New York limited liability company,
pursuant to a Purchase Agreement dated as of March 13, 2013 attached hereto as Exhibit A (the
"Purchase Agreement").
NOW, THEREFORE, BE IT RESOLVED, that said Purchase Agreement be and the
same hereby is, in all respects approved, ratified and deemed desirable and in the best interests of
Manresa; and it is further
RESOLVED, that the actions required to consummate the sale of the Premises may be
undertaken by the directors and officers of Manresa in accordance with the terms contained in
the Purchase Agreement, together with any changes thereto as the directors and officers shall
deem necessary or advisable; and it is further
RESOLVED, that the Chairman or any director or officer ofManresa be, and hereby is,
authorized to execute, acknowledge and deliver any and all other documents required or
necessary in connection with the Purchase Agreement and to take any and all other actions, in
the name and on behalf of the Manresa, as, in such Chairman, director or officer's discretion,
such Chairman, director or officer deem to be necessary, appropriate or convenient in order to
carry out the intent of the foregoing resolutions.
RESOLVED, that the Chairman or any director or officer of Manresa be and hereby is
authorized to take or cause to be taken all such further actions and to execute and deliver or
cause to be executed and delivered such agreements, indentures, instruments and documents in
the name of and on behalf of Manresa as such Chairman, director or officer shall deem
necessary, proper or advisable to carry out fully the purpose and intent of the foregoing
resolutions; and it is further
RESOLVED, that the Chairman be and is hereby authorized to execute and deliver the
Purchase Agreement and to execute and deliver any amendments or other documents required to
1
FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021
NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022
effectuate the Purchase Agreement or any regulatory, judicial or other approvals required in
connection therewith; and it is further
RESOLVED, that all acts and things heretofore done by the Chainnan or any directors
or officers or by any employees or agents of Manresa on or prior to the date of the foregoing
resolutions in connection with the transactions contemplated by the Purchase Agreement be and
hereby are in all respects ratified, confirmed, approved and adopted as acts on behalf of Manresa;
and it is further
RESOLVED, that Petitioner shall pay its general expenses with the net consideration
from such transfer and simultaneously remit the net proceeds to the New York Province of the
Society of Jesus for the conduct and furtherance of its corporate purposes; and it is further
RESOLVED, that the consummation of the transactions contemplated by the Purchase
Agreement will not result in the dissolution of Manresa. The dissolution of Petitioner is
contemplated after the transfer of said real property.
Dated: April 6, 20 I 3
&~~~,q,
Very Rev. David S. Ciancimino, S.J1
Rev. Robert E. Reiser, S.J.
kJo~. {'.~, "7J
Rev. Sands, S.J.
2
FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021
NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022
Exhibit A
Purchase and Sale Agreement
3
Preview
FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022 EXHIBIT M FILED: RICHMOND NEW YORK COUNTY CLERK 08/21/2013 04/21/2022 06:58 PM INDEX INDEXNO. NO.951281/2021 85027/2013 NYSCEF DOC. NO. 26 44 RECEIVED NYSCEF: 08/21/2013 04/21/2022 EXHIBIT I FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022 MOUNT MANRESA Secretary Certificate for Unanimous Written Consent of_l'yfe111bers I, RJCK D'AVERSA, Secretary ofMOUl\JT JviANF..ESA, a corporation incorporated under the Nol·-for-Profit Corporation Laws ofNeVv' York, do hereby certify that the attached is a true copy of the Unanimous Writte11 Consei1t of the rv1e1nbers sig11ed by all of the Men1bers of the Corporation on April 6, 2013, pursuant to Section 614 of the Not-for-Profit Corporation Law and that said Unanimous Written Consent of the Members is now in full force and effec1:. ~ 'N I ''!'~'r"'SS V\ 11 'lD .. "'"rRi::~r vvnc,. ,_,vr~ I hav· .. ~ exe'u"ed c L ..... rl,-,,·ui»ent it"l1io...._._,_ .. _. .. "h.is .,..._on l '!2 ;;J Cl'ay o"'v·f·lv IJ ,_,, 0 v LA] 0 .J. ~1a--- Rick D'Aversa - -------p Secretary FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022 UNANIMOUS WRITTEN CONSENT OF Tl-IE MEMBERS OF MOUNT MANRESA The undersigned, constituting all of the members of Mount Manresa, a New York not- for-profit corporation ("Manresa"), in accordance with Section 614(a) of the Not-for-Profit Corporation Law of the State of New York, hereby consent to the taking of the following actions and direct that these resolutions be filed with the minutes of proceedings of the Members: WHEREAS, Manresa owns certain real property located at 239 Fingerboard Road, Staten Island, New York (the "Premises"). WHEREAS, the undersigned consider it to be in the best interest of Manresa to sell the Premises to Mount Builders, LLC ("Purchaser"), a New York limited liability company, pursuant to a Purchase Agreement dated as of March 13, 2013 attached hereto as Exhibit A (the "Purchase Agreement"). NOW, THEREFORE, BE IT RESOLVED, that said Purchase Agreement be and the same hereby is, in all respects approved, ratified and deemed desirable and in the best interests of Manresa; and it is further RESOLVED, that the actions required to consummate the sale of the Premises may be undertaken by the directors and officers of Manresa in accordance with the terms contained in the Purchase Agreement, together with any changes thereto as the directors and officers shall deem necessary or advisable; and it is further RESOLVED, that the Chairman or any director or officer ofManresa be, and hereby is, authorized to execute, acknowledge and deliver any and all other documents required or necessary in connection with the Purchase Agreement and to take any and all other actions, in the name and on behalf of the Manresa, as, in such Chairman, director or officer's discretion, such Chairman, director or officer deem to be necessary, appropriate or convenient in order to carry out the intent of the foregoing resolutions. RESOLVED, that the Chairman or any director or officer of Manresa be and hereby is authorized to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered such agreements, indentures, instruments and documents in the name of and on behalf of Manresa as such Chairman, director or officer shall deem necessary, proper or advisable to carry out fully the purpose and intent of the foregoing resolutions; and it is further RESOLVED, that the Chairman be and is hereby authorized to execute and deliver the Purchase Agreement and to execute and deliver any amendments or other documents required to 1 FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022 effectuate the Purchase Agreement or any regulatory, judicial or other approvals required in connection therewith; and it is further RESOLVED, that all acts and things heretofore done by the Chainnan or any directors or officers or by any employees or agents of Manresa on or prior to the date of the foregoing resolutions in connection with the transactions contemplated by the Purchase Agreement be and hereby are in all respects ratified, confirmed, approved and adopted as acts on behalf of Manresa; and it is further RESOLVED, that Petitioner shall pay its general expenses with the net consideration from such transfer and simultaneously remit the net proceeds to the New York Province of the Society of Jesus for the conduct and furtherance of its corporate purposes; and it is further RESOLVED, that the consummation of the transactions contemplated by the Purchase Agreement will not result in the dissolution of Manresa. The dissolution of Petitioner is contemplated after the transfer of said real property. Dated: April 6, 20 I 3 &~~~,q, Very Rev. David S. Ciancimino, S.J1 Rev. Robert E. Reiser, S.J. kJo~. {'.~, "7J Rev. Sands, S.J. 2 FILED: NEW YORK COUNTY CLERK 04/21/2022 06:58 PM INDEX NO. 951281/2021 NYSCEF DOC. NO. 44 RECEIVED NYSCEF: 04/21/2022 Exhibit A Purchase and Sale Agreement 3