Number
R13105
Version
Original
Reference
Sponsor
The Chair
Title
Approving the Adoption by Merrill Park Development LLC of the Merrill Park Development LLC Operating Agreement
Analysis
Body
WHEREAS, Merrill Park Development LLC, a Wisconsin limited liability company (the “Company”) was formed pursuant to Articles of Organization (the “Articles”), filed August 12, 2019 with the State of Wisconsin Department of Financial Institutions and attached hereto as Exhibit A; and
WHEREAS, the Company is the sole member and managing member of Merrill Park LLC and
WHEREAS, pursuant to the Articles, management of the Company is vested in its members; and
WHEREAS, the Company shall be operated in accordance with the terms of the Operating Agreement of Merrill Park Development LLC (the “Operating Agreement”), which provides that management of the Company shall be vested in its members; and
WHEREAS, the Housing Authority of the City of Milwaukee, is the sole member and managing member of the Company (the “Sole Member”); and
WHEREAS, the Sole Member deems it to be in the Company’s best interest to adopt the Operating Agreement of the Company; and
WHEREAS, to effectuate the foregoing, the Sole Member deems it to be in the Company’s best interest to confirm the creation of the Company pursuant to the Articles attached hereto as Exhibit A and to approve the Operating Agreement, in substantially the form reviewed by the undersigned and attached hereto as Exhibit B.
RESOLUTIONS
BE IT RESOLVED, that the Company was formed pursuant to the Articles attached hereto as Exhibit A; and, be it
FURTHER RESOLVED, that the Operating Agreement, in substantially the form reviewed by the undersigned and attached hereto as Exhibit B, is hereby approved in all respects; and, be it
FURTHER RESOLVED, that the Sole Member, acting alone is hereby authorized and directed to execute and deliver the Operating Agreement and any and all such other agreements, documents and other instruments and to take any and all such other actions as the Sole Member deems necessary and desirable to effectuate the intent of the foregoing recitals and resolutions, such agreements, documents and other instruments to be in such form and to contain such provisions as the Sole Member shall approve; and be it
{D0868261.DOCX / 6 DC552-112}41403606v2
FURTHER RESOLVED, that the Secretary-Executive Director of the Housing Authority of the City of Milwaukee, or his designee, is hereby authorized to execute any and all documents on behalf of the Authority acting as sole member in the Company; and be it
FURTHER RESOLVED, that all acts previously performed, relative to this matter, by the Commissioners and the Secretary-Executive Director of the Authority, be and hereby are approved, ratified and confirmed in all respects.
[Signature on following page]
These Resolutions are effective as of , 2019.
SOLE MEMBER:
HOUSING AUTHORITY OF THE CITY OF
MILWAUKEE, a public body corporate and politic
BY:
Antonio M. Perez
Secretary-Executive Director
Requestor
Drafter
Housing Management, November 5th, 2019