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HomeMy WebLinkAbout10-00500270- 00076329EXHIBIT 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 WEINGARTEN/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: M. CANDACE DUFOUR and JEFFREY A. TUCKER, shall have the power and authority to take actions on behalf of the Corporation and to bind the 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 -Mare A. Kasner Vice Presideht/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. M. Candace DuFour Secretary Exhibit I Page 3 of 3 SCO 1 1 t> ►tV I T T CERTIFIED COPY A Resolution of tf►e Board of Trustees of Scott & White Ilealtheare On November 19, 2010, at a regularly called meeting of the hoard of Trustees of Scott and White Healthcare, a "Texas non-profit corporation, oil Motion duly made and seconded, the Following Resolution was adopted: " Whereas, Scott & White I~Icalthcare (the "Corporation) plans to purclitrse apl)ruxirn°r<ttely 100 acres (the "property") located at the intersection of Highway 6 and Rock Prairie . Road in College Station, Brazos County, Texas; and "ff'hereas, the Property is the preferred location for the construction of tl)e new hospital and clinic heretofore appro4 cd by the Board, and that it is in the hest interest o'the Corporation to purchase the property For cash; and "Whereas, in connection with the development of the property, the Corporation will execute and enter into various documents, easements, plats, and other LlUreernents of arty description with the City of College station, "Texas and other parties relating to the zoning, platting=, and development of tile property. 'Therefore, Be it Resolved, That Alfrcd B. Knight, President and CEO of the Corporation, or another. officer of the Corporation designated by him, is directed to consurrnnnate the purchase of the property and in connection therewith, to execute, for and on behalf of the Corporation, any and all documents, instruments, closing statements, and other agreements of any description, as deemed by him or his designee, in such person's sole discretion, to be necessary, proper, or appropriate to evidence and close such lurchase, and to obtain the appropriate zoning, platting l)rllellta, l'CCmeiltti lor' the pl'operty, al I zoning, which wlicn so executed shall be zoning, )b and (Ievc.l0. the binding act and deed of the Corporation, without affixing (lie C'orporation's seal and without the joinder or attestation or any other officer Of' tile Corporation." I, Mi4hacl 'Middleton, M.D., do hereby certify that 1 am the duly qualified and 'Acting secretary ofthe Corporation, and that the above and lbregoing is a tare and correct copy Of a resolution duly passed and adopter{ by the Board of Trustees in accordance with the govcrltirtg documents of the Corporation, and that such I-esolution remains in full force and effect as stated above. Certijied and Attested to on this the rJf day of December, 2010. Michael Middlctoll"~Secretarv 2401 South 31 st Street Temple, Texas 76508 800-792-3710 www.sw.org