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iD: YORK OUN PK 7q DM INDEX NO. 652804/2017
NYSCEF BOC. NO. 6 RECEIVED NYSCEF: 05/24/2017
Exhibit 2
INDEX NO. 652804/2013
NYSCEF DOC. NO. @ RECEIVED NYSCEF 03/24/2013
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
In the Matter of the Application
Of
THE HOME OF THE SAGES OF ISRAEL,
VERIFIED
INC. (BETH TOMCHE TORAH VEZIKNEH
PETITION
YISROEL) a/k/a BETH TOMCHE TORAH
Index No.
VEZIKNEH YISROEL, INC. and a/k/a
HOME OF THE SAGES OF ISRAEL
For Leave to Sel! Real Property
TO THE SUPREME COURT OF THE STATE OF NEW YORK:
The Petition of THE HOME OF THE SAGES OF ISRAEL, INC. (BETH TOMCHE
TORAH VEZIKNEH YISROEL) respectfully shows to this Court:
1 The name of Petitioner is THE HOME OF THE SAGES OF ISRAEL, INC.
(BETH TOMCHE TORAH VEZIKNEH YISROEL) (hereinafter referred to as “Petitioner” or
the “Congregation”). Petitioner is a Religious Corporation subject to the New York State
Religious Corporations Law, and its principal office is located at 25 Bialystoker Place, New
York, New York 10002.
2. The Board of Trustees of Petitioner is composed of nine members, whose names
and addresses are as follows:
La
Rabbi Samuel (a/k/a Shmelka) Aschkenazi* 28 Tudor Terrace, Brooklyn, VY 11224
82-61 Beverly Rd., Kew Gardens, NY 11415
Avrohom Jalas 5310 17™ Avenue, Brooklyn, NY 11204
———
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Samuel Y. Seidenfeld 1222 40" Street, Brooklyn, NY 11218
=
Abraham Brodjak — 1860 51 Street, Brooklyn, NY 11204
Hyman Friedman 1340 53 Street, Brooklyn, NY 11219
Yedidiya Greenstein 1971 53” Street, Brooklyn NY 11204
Aron Stryn 2317 Olean Street, Brooklyn, NY 11210
Meir Kagan** 1876 55" Street, Brooklyn, NY 11204
a
| Stephen Werdiger _ ~ | 119 Adelaide Place, Lakewood, NJ 08701
*Trustee, President and Clergyman
** Secretary and Treasurer
The sole officers of the Petitioner are those trustees starred above as officers.
3 On May 27, 1939, the Petitioner was incorporated pursuant to Article 10 of the
Religious Corporations Law under the name “Beth Tomche Torah Vezikner Yisroel, Inc.”
(translated as “The Home of the Supporters of the Law and Elders of Israel”) to conduct and
maintain a house of worship, On March 7, 1960, it amended its certificate of incorporation to
change its name to “The Home of the Sages of Israel, Inc.” (“Beth Tomche Torah Vezikneh
Yisroel”). Additionally, it added several new purposes, including “to establish and maintain a
home for elderly and needy scholars of the Orthodox Jewish faith.” On June 17, 1965, Petitioner
filed a further amendment (hereinafter, the “1965 Amendment”) to further expand its purposes
and its powers. True and correct copies of the recorded certificate of incorporation and the
amendments are attached hereto as Exhibit I. Attached as Exhibit II is a true and correct copy of
the operating By-Laws of the Petitioner.
4 Pursuant to the 1965 Amendment, Petitioner has the power to buy, sell, convey,
assign, mortgage or lease any interest in real estate and personal property as may be necessary or
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incident to its general and other purposes as a religious corporation. Exhibit 1, 1965 Amendment
at 3.
5 The Petitioner owns two contiguous parcels of land known as 25-31 Bialystoker
Place in New York City (hereinafter, the “Bialystoker Property”).' True and correct copies of
the deeds, and relevant agreements they reference, are attached as Exhibit III.
6. Prior to 1996, the Petitioner used a portion of the Bialystoker Property as a home
for elderly and needy scholars of the Orthodox Jewish Faith. In or about 1996, or shortly prior to
that year, the Petitioner ceased operating a home for elderly and needy scholars of the Orthodox
Jewish faith because the demand for such a facility was almost non-existent. It thereafier leased
the facility to CKCM Corporation, now by merger New East Side Nursing Home, LLC, for use
as an ordinary nursing home. A true and correct copy of this “Nursing Home Lease,” which is
for a period commencing on August 1, 2000, and terminating on September 30, 2024, is attached
as Exhibit B to the “Agreement of Sale” attached hereto as Exhibit VI.’ A true and correct copy
of the order granting Petitioner leave to enter into the Nursing Home Lease is attached as Exhibit
XI.
7 Although the Petitioner has ceased maintaining a home for elderly and needy
scholars of the Orthodox Jewish faith, it has continued to conduct and maintain a house of
worship, study, and related religious activities at the sanctuary that is located on the Bialystoker
* A more detailed description of the Bialystoker Property can be found at Schedule A to the
Agreement of Sale discussed in Paragraph 9, infra, and attached as Exhibit VI.
’ The Petitioner also permitted a cellular telephone antenna to be affixed to its property by
entering into an antenna site lease with Sprint Spectrum Realty Company, L,P. This lease will
probably be terminated shortly before or shortly after the consummation of a sale of the
Bialystoker Property.
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Property. Petitioner intends to continue to conduct and maintain a house of worship, study and
related religious activities at a new locale after the completion of the sale as set forth below.
8 Presently, Petitioner seeks to sell the Bialystoker Property subject to the leases
discussed in Paragraph 6, supra, to On the Way to Brooklyn, LLC, a New York limited liability
company (“Purchaser”), Peter Fine is the sole Member of Purchaser. The proposed sale to
Purchaser is an arms’-length transaction and none of the Trustees or Officers of the Petitioner or
their relatives? has any direct or indirect interest in or relationship with the Purchaser or its
Member.
9 As consideration for the sale, Purchaser will pay Petitioner a sales price of
$13,000,000, and Purchaser will lease to Petitioner 500 square feet of office space at the
Bialystoker Property for a 98-year term and rent of $10 per annum. This lease is hereinafter
referred to as the “Office Space Lease.” A true and correct copy of the January 10, 2014
Agreement of Sale between Petitioner and Purchaser (“Agreement of Sale”) is attached hereto as
Exhibit VI. The Office Space Lease is attached to the Agreement of Sale as Exhibit E.
10. Petitioner believes that said terms of the conveyance of the Bialystoker Property
are fair and reasonable to Petitioner. This beliefis based upon an appraisal conducted by
Landauer Valuation & Advisory, which valued the Bialystoker Property, subject to the existing
leases, at $13,100,000 (“Appraisal”). A true and correct copy of the Appraisal is attached hereto
as Exhibit VII. Landauer Valuation & Advisory is independent from, and not affiliated with,
Petitioner or Purchaser,
11. The funds received from the sale of the Bialystoker Property will enable
Petitioner to promote the purposes of the corporation and the interests of the members because
* The term “relative” shall have the meaning ascribed to it by N-PCL § 102(22).
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Petitioner will continue to operate a house of worship and study, and to serve the religious
community, and will maintain a reserve for use in future years.
125 Petitioner has no debts or liabilities except for routine operating expenses incurred
and paid in the normal course of operation. A true and correct copy of Petitioner’s most recent
financial statements, certified by Petitioner’s Treasurer, and reflecting total assets of $1,043,368
and total liabilities of $3,245, total revenue of $645,192 and total expenses of $685,305 as of
December 31, 2013, are attached hereto as Exhibit V. None of the Petitioner’s assets are
encumbered except for the leases on the Bialystoker Property discussed in Paragraph 6, supra.
13: Petitioner is not insolvent and will not become insolvent as a result of selling the
Bialystoker Property on the terms as set forth in the Agreement of Sale, nor will it become
insolvent as a result of making the distribution of the Excess Proceeds proposed below.
14. Petitioner does not contemplate dissolution after the aforesaid sale.
TD» On August 18, 2014, the Congregation entered into a lease with Congregation
Tifereth Shmuel to lease the synagogue located at 82-61 Beverly Road, Kew Gardens, NY, for a
term of 5 years with rent of $48,000 per annum (the “Replacement Lease”). A true and correct
copy of the Replacement Lease is attached hereto as Exhibit IV.
16. After reviewing its financial condition and the state of its operations, Petitioner
determined that the $13,000,000 in sale proceeds is significantly higher than what is required to
continue the operations of the Congregation at its anticipated new location. As part of its
financial review, Petitioner reviewed its historical revenue and expenses as well as its projected
income. Additionally, Petitioner considered that it would no longer have any expenses of
ownership of the Bialystoker Property or receive the rental income from the nursing home
tenant, but that all other sources of income and expenses (e.g., campaign contributions, bequests,
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wages, insurance, etc.) would likely remain similar in scope and volatility to those in prior years,
The Board of Trustees concluded that a $3,000,000 reserve for future contingencies would put
the Congregation in a stable financial state and that at no time in its recent history has the
Congregation had such a substantial reserve.
17. Petitioner is seeking to sell the Bialystoker Property now, and believes that the
sale is in its best interests, for several reasons, As set forth above, the operations of the
Petitioner have reduced significantly since it ceased operating its own nursing home. Despite no
longer operating a nursing home facility, Petitioner is faced with the costs of maintaining a
relatively large building used by a medical facility. Today, the vast majority of the active
members are no longer nursing home patients or other Lower East Side residents due to shifting
demographics and they commute to study and pray on a daily basis at the Bialystoker Property
from other boroughs. Any administrative advantages associated with maintaining its present
location have been addressed by Purchaser’s grant of office space for a 98-year term, see supra
at Paragraph 9. It therefore no longer makes rational or economic sense for the Petitioner to
burden itself with real estate ownership on the Lower East Side. Petitioner received an attractive
offer to sell the Bialystoker Property for its fair market value at a time when it makes sense for
Petitioner to sell.
18. Accordingly, Petitioner decided that the purposes of the corporation and the
interest of its members will be promoted if it retains $3,000,000 in sales proceeds as a reserve,
and remits the sales proceeds over and above this amount (the “Excess Proceeds”) to an
organization or organizations with purposes consistent with those of Petitioner.
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19, Petitioner has identified Friends of Mosdot Goor, Inc. (“Friends of Mosdot
Goor”) as a suitable organization with goals consistent with Petitioner’s own purposes’ and
intends to distribute the Excess Proceeds to Friends of Mosdot Goor as soon as practicable after
receipt of same. Friends of Mosdot Goor is a not-for-profit corporation incorporated under the
laws of New York, and is a registered IRS Code Section 501(c)(3) organization. True and
correct copies of Friends of Mosdot Goor’s certificate of incorporation, by-laws, and Section
501(c)(3) registration are attached hereto as Exhibits VIII, IX, and X, respectively.
20. In contemplating the distribution to Friends of Mosdot Goor, Petitioner reviewed
and considered the financial impact of such distribution and further considered the fact that
Friends of Mosdot Goor has advised Petitioner that it may use these proceeds to help it build a
new synagogue in Jerusalem, Israel.
Bie This constitutes the extent of Petitioner’s understanding and intention and
Petitioner is unaware of any other or further agreement or arrangement cither between Petitioner,
or its officers, trustees, Rabbi or anyone else and Friends of Mosdot Goor with respect to the
distribution of the Excess Proceeds.
22. The proposed distribution does not involve a transfer directly or indirectly to one
or more of the Petitioner’s trustees, officers or members, or to another corporation in which one
or more of Petitioner’s trustees, officers or members are directors or officers, or have a
substantial financial interest within the meaning of N-PCL§ 715(b), and is not a “Related Party
Transaction” as defined by N-PCL§§ 102 and 715(a). See also the Affidavit of Rabbi Samuel
Aschkenazi, attached hereto as Exhibit XTV.
* According to Friends of Mosdot Goor’s by-laws, its stated purposes are consistent with
Petitioner’s. See Exhibit IX at | (“To voluntarily support Jewish Orthodox education in the
United States, Israel, and other areas”).
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23; The proposed conveyance of the Bialystoker Property, subject to the leases, was
authorized by a resolution of the Board of Trustees of the Petitioner unanimously agreed to by
the Trustees, all of whom were present at such meeting duly called and held.” Such resolution
was again affirmed at a February 16, 2015 meeting of the Board of Trustees duly called and held,
all of whom were present, which also addressed: (i) the lease of a replacement synagogue; (ii)
the financial condition of Petitioner; (iii) the establishment of a $3,000,000 reserve fund; (iv)
distribution of the Excess Proceeds to Friends of Mosdot Goor; and (v) the financial impact of
these transactions. It was also confirmed that the Petitioner does not contemplate dissolution as a
result of the proposed sale. A true and correct copy of the resolutions passed at the February 16,
2015 Board of Trustees meeting is attached hereto as Exhibit XT.
24, The proposed conveyance of the Bialystoker Property, subject to the leases, was
authorized by a resolution by the unanimous vote oftwenty-three of the twenty-nine voting
members of the Petitioner present at a meeting of the members duly called and held on March
12, 2014.° Such resolution was again affirmed at a February 16, 2015 meeting of the members
duly called and held, by the unanimous vote of eighteen of the twenty-nine voting members of
the Petitioner present at the meeting which also addressed: (i) the lease of a replacement
synagogue; (ii) the financial condition of Petitioner; (iii) the establishment of a $3,000,000
reserve fund; (iv) the decision to distribute the Excess Proceeds to Friends of Mosdot Goor; and
(v) the financial impact of these transactions. It was also confirmed that the Petitioner does not
contemplate dissolution as a result of the sales transaction. A true and correct copy of the
° Pursuant to the By-Laws, a majority of the nine trustees (5) present at the meeting constitute a
quorum. See Exhibit IT.
° Pursuant to the By-Laws, ten members present at the meeting constitute a quorum, See Exhibit
I.
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resolutions passed at the February 16, 2015 member meeting and the minutes of said meeting are
attached hereto as Exhibit XII.
25. Petitioner has not received objections from any Trustee, Officer, member, creditor
or any other person with an interest in Petitioner or the sale of the Property. Nor is Petitioner
aware of any person with a reasonable basis to object to the aforesaid sale. It has been brought to
Petitioner’s attention by the New York State Attorney General that two individuals have raised
objections to the sale; however, Petitioner does not know the contents of their objections, nor
does Petitioner believe that they have any legitimate objections to the proposed sale or standing
to object. To the limited extent that the basic nature of any such objection (i.e., a quid pro quo)
has been communicated to Petitioner, Petitioner believes it has been thoroughly addressed and
refuted by the attached affidavit at Exhibit XIV?
26. Petitioner has not previously applied for similar approval from the New York
Supreme Court.
WHEREFORE, Petitioner requests that the Court approve the conveyance of the
Bialystoker Property, subject to the leases as set forth in this Petition pursuant to Article 2
Section 12 of the Religious Corporations Law, and grant Petitioner such other and further relief
as may be just and proper.
IN WITNESS WHEREOF, the Petitioner has caused this Petition to be executed this
18th day of March, 2015 by:
Rabbi Samuel Aschkenazi
Trustee, President and Clergyman
7 At the Attorney General’s request, notice of this Petition is being served on these two
individuals — Baruch Singer and Aaron From. 9
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NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 05/24/2017
STATE OF NEW YORK )
) ss:
COUNTY OF QUEENS )
Samuel Aschkenazi, being duly affirmed, says that he is a Trustee and presiding clergyman and
President of the above-named petitioner, which is a religious corporation created under, and by
virtue of, the laws of the state of New York; that the foregoing petition is true to the knowledge
of the deponent except as to those matters therein stated to be alleged on information and belief,
A
and th t as to those matters Pes them to be true.
(OL Jeet
(signature)
ignature)
Affirmed to before me on this 18th day of March, 2015
Notary Public
SAUL FRIEDMAN SAUL FRIEDMAN
Notary Public, State of New *
No. 01FR625387#
Notary Public, State of New York
No. 01FR6253878
Qualified in Kings Cr Qualified in Kings County
Commission Expires
Comnission Expires 10930 /1b
10
: INDEX NO. 652804/2017
NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017
Armonk, NY
March 18, 2015
BOJES, SCHLLER & FLEXNER LLP
By: x, tA lh ~——
Patrick J. Rohan
333 Main Street
Armonk, NY 10504
Tel: (914) 749-8200
Fax: (914) 749-8300
prohan@bsfllp.com
Attorneys for Petitioner
11
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iD: YORK OUN PK 7q DM INDEX NO. 652804/2017 NYSCEF BOC. NO. 6 RECEIVED NYSCEF: 05/24/2017 Exhibit 2 INDEX NO. 652804/2013 NYSCEF DOC. NO. @ RECEIVED NYSCEF 03/24/2013 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK In the Matter of the Application Of THE HOME OF THE SAGES OF ISRAEL, VERIFIED INC. (BETH TOMCHE TORAH VEZIKNEH PETITION YISROEL) a/k/a BETH TOMCHE TORAH Index No. VEZIKNEH YISROEL, INC. and a/k/a HOME OF THE SAGES OF ISRAEL For Leave to Sel! Real Property TO THE SUPREME COURT OF THE STATE OF NEW YORK: The Petition of THE HOME OF THE SAGES OF ISRAEL, INC. (BETH TOMCHE TORAH VEZIKNEH YISROEL) respectfully shows to this Court: 1 The name of Petitioner is THE HOME OF THE SAGES OF ISRAEL, INC. (BETH TOMCHE TORAH VEZIKNEH YISROEL) (hereinafter referred to as “Petitioner” or the “Congregation”). Petitioner is a Religious Corporation subject to the New York State Religious Corporations Law, and its principal office is located at 25 Bialystoker Place, New York, New York 10002. 2. The Board of Trustees of Petitioner is composed of nine members, whose names and addresses are as follows: La Rabbi Samuel (a/k/a Shmelka) Aschkenazi* 28 Tudor Terrace, Brooklyn, VY 11224 82-61 Beverly Rd., Kew Gardens, NY 11415 Avrohom Jalas 5310 17™ Avenue, Brooklyn, NY 11204 ——— INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 Samuel Y. Seidenfeld 1222 40" Street, Brooklyn, NY 11218 = Abraham Brodjak — 1860 51 Street, Brooklyn, NY 11204 Hyman Friedman 1340 53 Street, Brooklyn, NY 11219 Yedidiya Greenstein 1971 53” Street, Brooklyn NY 11204 Aron Stryn 2317 Olean Street, Brooklyn, NY 11210 Meir Kagan** 1876 55" Street, Brooklyn, NY 11204 a | Stephen Werdiger _ ~ | 119 Adelaide Place, Lakewood, NJ 08701 *Trustee, President and Clergyman ** Secretary and Treasurer The sole officers of the Petitioner are those trustees starred above as officers. 3 On May 27, 1939, the Petitioner was incorporated pursuant to Article 10 of the Religious Corporations Law under the name “Beth Tomche Torah Vezikner Yisroel, Inc.” (translated as “The Home of the Supporters of the Law and Elders of Israel”) to conduct and maintain a house of worship, On March 7, 1960, it amended its certificate of incorporation to change its name to “The Home of the Sages of Israel, Inc.” (“Beth Tomche Torah Vezikneh Yisroel”). Additionally, it added several new purposes, including “to establish and maintain a home for elderly and needy scholars of the Orthodox Jewish faith.” On June 17, 1965, Petitioner filed a further amendment (hereinafter, the “1965 Amendment”) to further expand its purposes and its powers. True and correct copies of the recorded certificate of incorporation and the amendments are attached hereto as Exhibit I. Attached as Exhibit II is a true and correct copy of the operating By-Laws of the Petitioner. 4 Pursuant to the 1965 Amendment, Petitioner has the power to buy, sell, convey, assign, mortgage or lease any interest in real estate and personal property as may be necessary or INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 incident to its general and other purposes as a religious corporation. Exhibit 1, 1965 Amendment at 3. 5 The Petitioner owns two contiguous parcels of land known as 25-31 Bialystoker Place in New York City (hereinafter, the “Bialystoker Property”).' True and correct copies of the deeds, and relevant agreements they reference, are attached as Exhibit III. 6. Prior to 1996, the Petitioner used a portion of the Bialystoker Property as a home for elderly and needy scholars of the Orthodox Jewish Faith. In or about 1996, or shortly prior to that year, the Petitioner ceased operating a home for elderly and needy scholars of the Orthodox Jewish faith because the demand for such a facility was almost non-existent. It thereafier leased the facility to CKCM Corporation, now by merger New East Side Nursing Home, LLC, for use as an ordinary nursing home. A true and correct copy of this “Nursing Home Lease,” which is for a period commencing on August 1, 2000, and terminating on September 30, 2024, is attached as Exhibit B to the “Agreement of Sale” attached hereto as Exhibit VI.’ A true and correct copy of the order granting Petitioner leave to enter into the Nursing Home Lease is attached as Exhibit XI. 7 Although the Petitioner has ceased maintaining a home for elderly and needy scholars of the Orthodox Jewish faith, it has continued to conduct and maintain a house of worship, study, and related religious activities at the sanctuary that is located on the Bialystoker * A more detailed description of the Bialystoker Property can be found at Schedule A to the Agreement of Sale discussed in Paragraph 9, infra, and attached as Exhibit VI. ’ The Petitioner also permitted a cellular telephone antenna to be affixed to its property by entering into an antenna site lease with Sprint Spectrum Realty Company, L,P. This lease will probably be terminated shortly before or shortly after the consummation of a sale of the Bialystoker Property. INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 Property. Petitioner intends to continue to conduct and maintain a house of worship, study and related religious activities at a new locale after the completion of the sale as set forth below. 8 Presently, Petitioner seeks to sell the Bialystoker Property subject to the leases discussed in Paragraph 6, supra, to On the Way to Brooklyn, LLC, a New York limited liability company (“Purchaser”), Peter Fine is the sole Member of Purchaser. The proposed sale to Purchaser is an arms’-length transaction and none of the Trustees or Officers of the Petitioner or their relatives? has any direct or indirect interest in or relationship with the Purchaser or its Member. 9 As consideration for the sale, Purchaser will pay Petitioner a sales price of $13,000,000, and Purchaser will lease to Petitioner 500 square feet of office space at the Bialystoker Property for a 98-year term and rent of $10 per annum. This lease is hereinafter referred to as the “Office Space Lease.” A true and correct copy of the January 10, 2014 Agreement of Sale between Petitioner and Purchaser (“Agreement of Sale”) is attached hereto as Exhibit VI. The Office Space Lease is attached to the Agreement of Sale as Exhibit E. 10. Petitioner believes that said terms of the conveyance of the Bialystoker Property are fair and reasonable to Petitioner. This beliefis based upon an appraisal conducted by Landauer Valuation & Advisory, which valued the Bialystoker Property, subject to the existing leases, at $13,100,000 (“Appraisal”). A true and correct copy of the Appraisal is attached hereto as Exhibit VII. Landauer Valuation & Advisory is independent from, and not affiliated with, Petitioner or Purchaser, 11. The funds received from the sale of the Bialystoker Property will enable Petitioner to promote the purposes of the corporation and the interests of the members because * The term “relative” shall have the meaning ascribed to it by N-PCL § 102(22). INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 Petitioner will continue to operate a house of worship and study, and to serve the religious community, and will maintain a reserve for use in future years. 125 Petitioner has no debts or liabilities except for routine operating expenses incurred and paid in the normal course of operation. A true and correct copy of Petitioner’s most recent financial statements, certified by Petitioner’s Treasurer, and reflecting total assets of $1,043,368 and total liabilities of $3,245, total revenue of $645,192 and total expenses of $685,305 as of December 31, 2013, are attached hereto as Exhibit V. None of the Petitioner’s assets are encumbered except for the leases on the Bialystoker Property discussed in Paragraph 6, supra. 13: Petitioner is not insolvent and will not become insolvent as a result of selling the Bialystoker Property on the terms as set forth in the Agreement of Sale, nor will it become insolvent as a result of making the distribution of the Excess Proceeds proposed below. 14. Petitioner does not contemplate dissolution after the aforesaid sale. TD» On August 18, 2014, the Congregation entered into a lease with Congregation Tifereth Shmuel to lease the synagogue located at 82-61 Beverly Road, Kew Gardens, NY, for a term of 5 years with rent of $48,000 per annum (the “Replacement Lease”). A true and correct copy of the Replacement Lease is attached hereto as Exhibit IV. 16. After reviewing its financial condition and the state of its operations, Petitioner determined that the $13,000,000 in sale proceeds is significantly higher than what is required to continue the operations of the Congregation at its anticipated new location. As part of its financial review, Petitioner reviewed its historical revenue and expenses as well as its projected income. Additionally, Petitioner considered that it would no longer have any expenses of ownership of the Bialystoker Property or receive the rental income from the nursing home tenant, but that all other sources of income and expenses (e.g., campaign contributions, bequests, INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 wages, insurance, etc.) would likely remain similar in scope and volatility to those in prior years, The Board of Trustees concluded that a $3,000,000 reserve for future contingencies would put the Congregation in a stable financial state and that at no time in its recent history has the Congregation had such a substantial reserve. 17. Petitioner is seeking to sell the Bialystoker Property now, and believes that the sale is in its best interests, for several reasons, As set forth above, the operations of the Petitioner have reduced significantly since it ceased operating its own nursing home. Despite no longer operating a nursing home facility, Petitioner is faced with the costs of maintaining a relatively large building used by a medical facility. Today, the vast majority of the active members are no longer nursing home patients or other Lower East Side residents due to shifting demographics and they commute to study and pray on a daily basis at the Bialystoker Property from other boroughs. Any administrative advantages associated with maintaining its present location have been addressed by Purchaser’s grant of office space for a 98-year term, see supra at Paragraph 9. It therefore no longer makes rational or economic sense for the Petitioner to burden itself with real estate ownership on the Lower East Side. Petitioner received an attractive offer to sell the Bialystoker Property for its fair market value at a time when it makes sense for Petitioner to sell. 18. Accordingly, Petitioner decided that the purposes of the corporation and the interest of its members will be promoted if it retains $3,000,000 in sales proceeds as a reserve, and remits the sales proceeds over and above this amount (the “Excess Proceeds”) to an organization or organizations with purposes consistent with those of Petitioner. INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 19, Petitioner has identified Friends of Mosdot Goor, Inc. (“Friends of Mosdot Goor”) as a suitable organization with goals consistent with Petitioner’s own purposes’ and intends to distribute the Excess Proceeds to Friends of Mosdot Goor as soon as practicable after receipt of same. Friends of Mosdot Goor is a not-for-profit corporation incorporated under the laws of New York, and is a registered IRS Code Section 501(c)(3) organization. True and correct copies of Friends of Mosdot Goor’s certificate of incorporation, by-laws, and Section 501(c)(3) registration are attached hereto as Exhibits VIII, IX, and X, respectively. 20. In contemplating the distribution to Friends of Mosdot Goor, Petitioner reviewed and considered the financial impact of such distribution and further considered the fact that Friends of Mosdot Goor has advised Petitioner that it may use these proceeds to help it build a new synagogue in Jerusalem, Israel. Bie This constitutes the extent of Petitioner’s understanding and intention and Petitioner is unaware of any other or further agreement or arrangement cither between Petitioner, or its officers, trustees, Rabbi or anyone else and Friends of Mosdot Goor with respect to the distribution of the Excess Proceeds. 22. The proposed distribution does not involve a transfer directly or indirectly to one or more of the Petitioner’s trustees, officers or members, or to another corporation in which one or more of Petitioner’s trustees, officers or members are directors or officers, or have a substantial financial interest within the meaning of N-PCL§ 715(b), and is not a “Related Party Transaction” as defined by N-PCL§§ 102 and 715(a). See also the Affidavit of Rabbi Samuel Aschkenazi, attached hereto as Exhibit XTV. * According to Friends of Mosdot Goor’s by-laws, its stated purposes are consistent with Petitioner’s. See Exhibit IX at | (“To voluntarily support Jewish Orthodox education in the United States, Israel, and other areas”). INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 23; The proposed conveyance of the Bialystoker Property, subject to the leases, was authorized by a resolution of the Board of Trustees of the Petitioner unanimously agreed to by the Trustees, all of whom were present at such meeting duly called and held.” Such resolution was again affirmed at a February 16, 2015 meeting of the Board of Trustees duly called and held, all of whom were present, which also addressed: (i) the lease of a replacement synagogue; (ii) the financial condition of Petitioner; (iii) the establishment of a $3,000,000 reserve fund; (iv) distribution of the Excess Proceeds to Friends of Mosdot Goor; and (v) the financial impact of these transactions. It was also confirmed that the Petitioner does not contemplate dissolution as a result of the proposed sale. A true and correct copy of the resolutions passed at the February 16, 2015 Board of Trustees meeting is attached hereto as Exhibit XT. 24, The proposed conveyance of the Bialystoker Property, subject to the leases, was authorized by a resolution by the unanimous vote oftwenty-three of the twenty-nine voting members of the Petitioner present at a meeting of the members duly called and held on March 12, 2014.° Such resolution was again affirmed at a February 16, 2015 meeting of the members duly called and held, by the unanimous vote of eighteen of the twenty-nine voting members of the Petitioner present at the meeting which also addressed: (i) the lease of a replacement synagogue; (ii) the financial condition of Petitioner; (iii) the establishment of a $3,000,000 reserve fund; (iv) the decision to distribute the Excess Proceeds to Friends of Mosdot Goor; and (v) the financial impact of these transactions. It was also confirmed that the Petitioner does not contemplate dissolution as a result of the sales transaction. A true and correct copy of the ° Pursuant to the By-Laws, a majority of the nine trustees (5) present at the meeting constitute a quorum. See Exhibit IT. ° Pursuant to the By-Laws, ten members present at the meeting constitute a quorum, See Exhibit I. INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 resolutions passed at the February 16, 2015 member meeting and the minutes of said meeting are attached hereto as Exhibit XII. 25. Petitioner has not received objections from any Trustee, Officer, member, creditor or any other person with an interest in Petitioner or the sale of the Property. Nor is Petitioner aware of any person with a reasonable basis to object to the aforesaid sale. It has been brought to Petitioner’s attention by the New York State Attorney General that two individuals have raised objections to the sale; however, Petitioner does not know the contents of their objections, nor does Petitioner believe that they have any legitimate objections to the proposed sale or standing to object. To the limited extent that the basic nature of any such objection (i.e., a quid pro quo) has been communicated to Petitioner, Petitioner believes it has been thoroughly addressed and refuted by the attached affidavit at Exhibit XIV? 26. Petitioner has not previously applied for similar approval from the New York Supreme Court. WHEREFORE, Petitioner requests that the Court approve the conveyance of the Bialystoker Property, subject to the leases as set forth in this Petition pursuant to Article 2 Section 12 of the Religious Corporations Law, and grant Petitioner such other and further relief as may be just and proper. IN WITNESS WHEREOF, the Petitioner has caused this Petition to be executed this 18th day of March, 2015 by: Rabbi Samuel Aschkenazi Trustee, President and Clergyman 7 At the Attorney General’s request, notice of this Petition is being served on these two individuals — Baruch Singer and Aaron From. 9 = INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 05/24/2017 STATE OF NEW YORK ) ) ss: COUNTY OF QUEENS ) Samuel Aschkenazi, being duly affirmed, says that he is a Trustee and presiding clergyman and President of the above-named petitioner, which is a religious corporation created under, and by virtue of, the laws of the state of New York; that the foregoing petition is true to the knowledge of the deponent except as to those matters therein stated to be alleged on information and belief, A and th t as to those matters Pes them to be true. (OL Jeet (signature) ignature) Affirmed to before me on this 18th day of March, 2015 Notary Public SAUL FRIEDMAN SAUL FRIEDMAN Notary Public, State of New * No. 01FR625387# Notary Public, State of New York No. 01FR6253878 Qualified in Kings Cr Qualified in Kings County Commission Expires Comnission Expires 10930 /1b 10 : INDEX NO. 652804/2017 NYSCEF DOC. NO. 6 RECEIVED NYSCEF 05/24/2017 Armonk, NY March 18, 2015 BOJES, SCHLLER & FLEXNER LLP By: x, tA lh ~—— Patrick J. Rohan 333 Main Street Armonk, NY 10504 Tel: (914) 749-8200 Fax: (914) 749-8300 prohan@bsfllp.com Attorneys for Petitioner 11