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HomeMy WebLinkAboutCertificate of Assistant SecretaryCERTIFICATE OF ASSISTANT SECRETARY OF WEINGARTEN/INVESTMENTS, INC. I, William M. Crook, hereby certify that I am the duly elected Assistant Secretary of Weingarten/Investments, hic, a Texas corporation (aWIP'), and further certify as follows: Attached hereto as Exhibit 1 is a true and correct copy of the Minutes of Annual Meeting of Board of Directors of WII ("Consent"), dated May 7, 2008, which Consent is in full force and effect as of the date hereof without amendment, modification, waiver, or rescission. IN WITNESS WHEREOF, I have hereunto signed my name. Dated: March y W //, 2011 V !,& William M. Crook, Assistant Secretary m Page 1 LAega4Dlspositions\CL0SED DISPOSMONS\Loc, Rock Prairie Marketplace - 38Msec cer wii.doc EXHIBIT 1 Minutes of Annual Meeting of Board of Directors of Weingarten/Investments, Inc. Cover Page _ MINUTES OF ANNUAL MEETING OF BOARD OF DIRECTORS OF -WEINGARTEN/INVESTMENTS, INC. The regular annual meeting of the Board of Directors of VJEINGARTEN/INVESTMENTS, INC. (the "Corporation") was held following the annual stockholders meeting on May 7, 2008 at the principal offices of the Corporation in Houston, Texas, in accordance with the Corporation's By -Laws. The Secretary, M. Candace DuFour, called the roll and announced that all Directors were present and hence there was quorum for the transaction of business. The minutes of the last meeting of the Board of Directors of the Corporation were read and approved. The Chairman, Stanford Alexander, then rendered his annual report to the Directors. The Chairman then proposed the following resolutions be adopted, ratified and confirmed by the Directors. Upon motion duly made, seconded, and unanimously carried, it was: RESOLVED, that any one of the Corporation's Chairman, Vice Chairman, Chief Executive Officer, Executive Vice Presidents, and each of the following Senior Vice Presidents: Al. CANDACE DUFOUR and JEFFREY A. TUCKER, shall have the power and authority to take actions on behalf of the Corporation and to bind the j Corporation in business transactions in which the amount involved does not exceed $50,000,000, and additionally ALAN R, KOFOED shall have this power and authority with respect to only construction -related transactions in which the amount does not exceed $30,000,000; RESOLVED, that any business transactions in which the amounts involved exceed $50,000,000 shall require the consent of the sole shareholder of the Corporation, which approval will bring with it the further power and authority to designate the officers of the Corporation who are authorized to carry out and implement such transactions; RESOLVED, that with respect to joint ventures, partnerships, limited partnerships, corporations, limited liability companies, trusts and other entities in which the Corporation has an interest, the dollar limitations stated in these Resolutions will apply with respect to the amount of the equity and/or debt contribution which the Corporation is obligated to make; RESOLVED, that any officer to whom authority has been granted pursuant to these Resolutions shall have the authority to delegate all or any portion of the delegated authority to any other Senior Vice President or Vice President of the Corporation on business transactions in which the amount involved does not exceed $10,000,000, and to any other employee of the Corporation in business transactions in which the amount involved does not exceed $1,000,000; Exhibit 1 Page 1 of 3 RESOLVED, that the transactions to which these Resolutions apply include, but are not limited to, the following, (subject to the respective dollar limitations and other limitations stated herein):, (i) Borrowing money (including incurring liability under Letters of Credit or Guaranty Agreements) on a secured or unsecured basis and pledging or mortgaging all or any portion of the Corporation's assets to secure such borrowing; (ii) Purchasing or selling assets of the Corporation; (iii) As landlord, entering into leases for terms of not more than 99 years (including all renewal options) and executing agreements relating to such leases; (iv) As tenant, entering into leases covering not more than 200,000 square feet of building floor area for terms of not more than 50 years (including renewal options) and entering into leases covering not more than 40 acres of unimproved land for terms not exceeding 99 years (including all renewal options) and executing all agreements relating to such leases; (v) Authorizing the Secretary or Treasurer of the Corporation to open and close Corporation bank accounts; (vi) Executing construction contracts covering construction or alteration to or the remodeling of improvements; (vii) Entering into any joint venture, partnership or limited partnership agreement or executing organizational documents forming any corporation, limited liability company, or other entity; (viii) Entering into guaranty, indemnity, or similar agreements, whether relating to amounts payable by the Corporation or by third parties; (ix) Subject to the limitation provided in the Texas Business Corporation Act and other applicable provisions of the law, in addition to other actions specifically authorized in this Resolution, taking any other action relating to the business of the Corporation (whether or not similar to the other actions referred to in this Resolution) which the Board of Directors of the Corporation could take. RESOLVED, that the Board of Directors shall have the authority, in its discretion, to remove any director or directors of the Corporation at any time serving, with or without cause. Exhibit 1 Page 2 of 3 RESOLVED, that all actions taken by officers of the Corporation since the last meeting (� of the Board of Directors are hereby ratified and approved in all respects as the act and deed of the Corporation, The Chairman then announced that the meeting was open for the nomination of officers. The following parties were nominated, their nominations duly seconded, and the parties unanimously elected to serve in the following positions: Chairman— Stanford Alexander Vice Chairman — Martin Debrovner President/CEO — Andrew M. Alexander Executive Vice President/CFO/Assistant Secretary — Stephen C. Richter Executive Vice President — Johnny Hendrix Sr. Vice President/Secretary — M. Candace DuFour Sr. Vice President/General Counsel — Jeffrey A. Tucker Sr. Vice President — Robert C. Smith Vice President/Construction — Alan R. Kofoed Vice President/CAO/Treasurer — Joe D. Shafer Vice President/Assistant Secretary— William M. Crook Vice President/Assistant Secretary — Marc A. Kasner Vice Presiderit/Assistant Secretary — Mark Stout Furthermore, the Chairman accepted the resignation of Martin Debrovner effective June 30, 2008, and acknowledged the Board's best wishes for him upon his retirement. Matters pertaining to the good and welfare of the Corporation were discussed, after which the meeting was adjourned. A ae4, c«. 1�-Z ' M, Candace DuFour Secretary Exhibit 1 Page 3 of 3 INCUMBENCY CERTIFICATE 1, the undersigned, WILLIAM M. CROOK, am Assistant Secretary of Weingarten/Investments, Inc., a Texas corporation, and hereby certify as follows: The following named individual is a duly authorized signatory of the corporation, holding the position set forth opposite his name below, and the signature written opposite his name and title is his genuine signature, Name Title Signature Jeffrey A. Tucker Sr. Vice President/General Counsel ryA IN WITNESS WHEREOF, I have set my hand on bellff of the Corporation this day of J'l1M c k , 2011. William M. Crook, Assistant Secretary I_\Lcunl\Ilisho�i�ions\incumbency cenlllcx�c-nmker.doc