HomeMy WebLinkAboutAuthority to signDELEGATION OF AUTHORITY
I, Jeffrey A. Tucker, hereby certify that I am the duly elected Senior Vice President of
WEINGARTEN/INVESTMENTS, INC., a Texas corporation ("WII"), and further certify as follows:
1. Attached hereto as Exhibit 1 is a true, correct and complete copy of the Resolutions
("Resolutions") adopted by the Board of Directors of WII on May 1, 2009.
2. As authorized by the Resolutions, the undersigned hereby delegates the authority
to execute documents for business transaction to those officers and other employees of WNI
("Delegates") as described in Exhibit 2 attached hereto and made a part hereof so long as the
documents to be executed do not pertain to a business transaction in excess of $10,000,000.00
for Senior Vice Presidents or Vice Presidents nor to a business transaction in excess of
$1,000,000.00 for other named employees.
3. The delegation of authority to each Delegate set forth herein shall continue in full
force and effect until the earlier to occur of. (i) the execution by the undersigned, the Chairman,
Vice Chairman, Chief Executive Officer or either Executive Vice President of WRI of a written
revocation of the delegation of authority set forth herein; or (ii) the date upon which any such
Delegate is no longer an employee of WRI.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: 0~~~ , 2009
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MINUTES OF ANNUAL MEETING OF BOARD OF DIRECTORS
OF
WEINGARTEN/INVESTMENTS, INC.
The regular annual meeting of the Board of Directors of
WEINGARTENANVESTMENTS, INC. (the "Corporation") was held following the annual
stockholders meeting on May 1, 2009 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.
(i) The Chairman, Stanford Alexander, then rendered his annual report to the
Directors.
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.
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
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 President/Assistant Secretary - Mark Stout
Vice President/Assistant Secretary Jenny Hyun
Exhibit 1
Page 1 of 2
Matters pertaining to the good and welfare of the Corporation were discussed, after which
the meeting was adjourned.
I* 14111~
Candace DuFour
Secretary
Exhibit 1
Page 2 of 2
DELEGATES
I. LEASE DOCUMENTS SIGNATURE AUTHORITY
A. "WRI Attorneys" (Greg Aclin) may execute the following documents:
• renewals (5,000 sf or less)
• commisson agreements (5,000 sf or less)
• assignments (5,000 sf or less)
• subordinations (5,000 sf or less)
• amendments (5,000 sf or less), but excluding expansions
• estoppels for leases that are 5,000 sf or less
B. "Designated Signatory Attorneys" (Jan Odom, Robert Shaklovitz, Kim Brungardt, Earl
Spencer and Edward Barnett) may execute the following documents:
• all leases including rapid leases (10,000 sf or less, based on building area if a pad or
ground lease)
• all commencement letters and approvals
• renewals (10,000 sf or less)
• commission agreements (10,000 sf or less)
• assignments (10,000 sf or less)
• subordinations (10,000 sf or less)
• expansion amendments (if the new expansion space is 10,000 sf or less)
• any documents WRI Attorneys are authorized to sign
C. Legal Department Leasing Division Head (Mark Stout, Vice President) may execute the
following documents:
• all retail leases (35,000 sf or less, based on building size if a pad or ground lease)
• all industrial leases (100,000 sf or less, based on building size if a pad or ground lease)
• renewals (100,000 sf or less)
• commission agreements (100,000 sf or less)
• assignments (100,000 sf or less)
• subordinations (100,000 sf or less)
• expansion amendments (if the new expansion space is 35,000 sf or less for retail, or
100,000 sf or less for industrial)
• any documents Designated Signatory Attorneys are authorized to sign
• lease termination agreement for any retail lease not to exceed 35,000 sf or industrial
leases not to exceed 100,000 sf
Exhibit 2
Page 1 of 3
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H. ACQUISITIONS / DISPOSITIONS DOCUMENTS SIGNATURE AUTHORITY
Marc A. Kasner, Vice President, or Anne P. Burke may execute documents in connection with the
acquisition or disposition of properties, whether written, printed, or in electronic media format, so long
as such documents do not (i) establish or modify the purchase price or sales price of the subject
property, (ii) pertain directly to the conveyance of fee title to any portion of the properties, or (iii)
exceed the dollar limitations stated in the Delegation of Authority document to which this Exhibit is
attached.
Additionally, Marc A. Kasner and Anne P. Burke have the authority to execute the following
documents related to the acquisition or disposition of properties: Earnest Money Investment
Instructions, W-9, Management Agreement (if internal between related WRI entities), limited
partnership and limited liability organizational documents if the entity is a single purpose entity which
is owned solely by WRI or an entity owned solely by WRI, Access Agreements, Confidentiality
Agreements, tenant notice letters and utility notice letters. Further, Marc A. Kasner is authorized to
sign the following: engagement letters with outside consultants and conflict of interest letters.
III. NEW DEVELOPMENT DOCUMENTS SIGNATURE AUTHORITY
William M. Crook, Vice President, Carol Fielding Fasano, and John R. Hohlt may execute documents
in connection with the acquisition, development or disposition of properties, whether written, printed,
or in electronic media format, so long as such documents do not (i) establish or modify the purchase
price or sales price of the subject property, (ii) pertain directly to the conveyance of fee title to any
portion of the properties, or (iii) exceed the dollar limitations stated in the Delegation of Authority
document to which this Exhibit is attached.
IV. BANKRUPTCY / LITIGATION DOCUMENTS SIGNATURE AUTHORITY
Jenny Hyun or Boyd Hoekel may execute the following documents:
• Any bankruptcy related document, including but not limited to proofs of claim, rejection
claims, administrative claims, cure claims, orders resolving claims, legal representation
and other agreements so long as such document does not relate to a claim that exceeds
$300,000 for documents executed by Jenny Hyun or $100,000 for documents executed by
Boyd Hoekel.
• Any litigation related document, including but not limited to affidavits, declarations,
orders, legal representation, and other agreements so long as such document does not
relate to a lawsuit that exceeds $300,000 for documents executed by Jenny Hyun and
$100,000 for documents executed by Boyd Hoekel.
This delegation of authority specifically excludes conveying or receiving fee title, or
obligating WRI to convey or receive fee title to any portion of any real property.
Exhibit 2
Page 2 of 3
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V. GOVERNMENTAL COMPLIANCE DOCUMENTS SIGNATURE AUTHORITY
Victoria Brown, Director of Land Sales and Acquisitions, may execute the following documents
related to zoning matters, zoning compliance, platting of properties, property acquisitions and sales:
Applications related to Variances, Rezoning, Boundary Adjustments and Plats, Site Development
Review applications and related submittals, Modifications of Planned Development Districts and
PUD's, Conditional Use Permits, and Affidavits related to existing development and parking
conditions. Additionally, she may execute proposals for surveys, plats, traffic studies, parking studies,
planning consultant proposals, appraisals, and land use or condemnation attorney proposals, the costs
of which do not exceed $25,000.
VI. Any one of the following Vice Presidents, may also execute any of the documents described
hereinabove:
• Mark D. Stout
• Marc A. Kasner
• William M. Crook
• Jenny J. Hyun
VII. No attorney other than Mark Stout, Marc Kasner, Bill Crook, or Jenny Hyun may sign a
document which that attorney has prepared and/or negotiated.
VIII. As authorized by the Resolutions, the undersigned hereby delegates to Robert C. Smith, Senior Vice
President, may execute documents for all business transactions directly related to new development of
property so long as the documents to be executed do not pertain to a business transaction in excess of
$10,000,000.00 nor to a business transaction which has been initiated by Robert C. Smith.
Exhibit 2
Page 3 of 3
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