HomeMy WebLinkAbout07.19.2023 Redevelopment Authority Full Packet
*Items marked with an asterisk also require Common Council approval.
If anyone requires reasonable ADA accommodations, please contact the office of
Community Development at planning@ci.oshkosh.wi.us or (920) 236-5055.
REDEVELOPMENT AUTHORITY
of the City of Oshkosh
c/o Community Development Department
215 Church Ave., PO Box 1130
Oshkosh, WI 54902-1130
(920) 236-5055
(920) 236-5053 FAX
http://www.ci.oshkosh.wi.us
KELLY NIEFORTH
Executive Director
MATT MUGERAUER
Chairperson
REDEVELOPMENT AUTHORITY
OF THE CITY OF OSHKOSH
July 19, 2023 4:00pm
City Hall Room 404
I. Roll Call
II. Approve June 28, 2023 Special Meeting Minutes
III. Jefferson Street Proposal Presentation (10 minutes)
i. Commonwealth Development Corporation of America
IV. MOTION TO GO INTO CLOSED SESSION: The Redevelopment Authority may convene into
Closed Session to discuss bargaining options, strategy, parameters, and terms related to the
negotiation of an agreement for the redevelopment of the following infill lots on parcel
numbers 0402300000 (formerly 668 N. Main Street), 0402250000 (0 Jefferson Street), 0402280000
(0 Jefferson Street), 0402310000 (Jefferson Street), 0402320000 (0 Jefferson Street), 04023330000
(0 Jefferson Street), 0402340000 (0 Jefferson Street), 0402360000 (0 Jefferson Street), 0402370000
(0 Jefferson Street) , 1429 Fox Street and 0806110000 (0 Mill Street) pursuant to Section
19.85(1)(e) of the Wisconsin State Statutes where competitive bargaining reasons require a
closed session.
V. 23-09 Approve Offer to Purchase Jefferson Street Redevelopment Properties to
Commonwealth Development Corporation of America
VI. 23-10 Accept Donation of Property at 1429 Fox Street
VII. *23-11 Approve Purchase of Vacant Lot on Mill Street (Parcel# 0806110000) ($32,000.00)
VIII. Executive Director Report – Next Meeting September 20th
IX. Adjournment
__________________________________
Redevelopment Authority Minutes 1 June 28, 2023
REDEVELOPMENT AUTHORITY SPECIAL MEETING MINUTES
June 28, 2023
PRESENT: Thomas Belter, Susan Panek, Todd Hutchison, Matt Mugerauer, Archie Stam, Adam
Bellcorelli, Jason Lasky
EXCUSED:
STAFF: Kelly Nieforth, Community Development Director; Mark Lyons, Planning Services
Manager; John Zarate, Economic Development Specialist; Kay Qualley, Assistant
Director of Community Development; and Jeff Witte, Principal Planner
Mugerauer called the meeting to order at 4:00pm. Roll call was taken and a quorum declared
present.
Approve May 17, 2023 Minutes
Motion by Belter to approve the May 17, 2023 minutes.
Seconded by Bellcorelli.
Motion carried 7-0.
Infill Lot Option Application Presentations
Vienola Properties LLC and Gallery Homes Real Estate and Rentals LLC presented their plans for
infill development on RDA and City-owned parcels in the City.
Dave Vienola and Christine Fields of Vienola Properties LLC stated that they would like to
construct homes and duplexes on multiple RDA and City lots including Jefferson Street, W. 9th
Avenue and along former railroad right of way between W. 8th and W. 9th Ave. A general
discussion took place on the types of homes that would be constructed on each parcel including a
single-family home on Jefferson Street and W. 9th Avenue and a single-family home and duplex on
the former railroad right of way. RDA members inquired about anticipated construction schedules,
which parcels would be constructed on first, and if the homes would be sold or rented.
James Mathusek and Billie Jo Mathusek of Gallery Homes Real Estate and Rentals LLC stated that
they would like to construct homes and duplexes on multiple RDA and City lots including High
Avenue, Scott Avenue, and former railroad right of way between W. 8th and W. 9th Avenue. A
general discussion took place on the types of homes that would be constructed on each parcel
including single family homes on the former railroad right of way between W. 8th and W. 9th
Avenue. On High Avenue and Scott Avenue, the developers indicated that it could be single
family or a duplex with the potential to have an accessory dwelling unit above the garage or free
standing on the parcel. This could provide additional income for the owner. The developers also
__________________________________
Redevelopment Authority Minutes 2 June 28, 2023
discussed their anticipated construction schedule, which parcels would be constructed on first,
their desire to sell the homes to low-income individuals and wanting to provide a home that could
be a duplex or a single-family home.
Motion to Go into Closed Session
Motion by Belter to go into closed session at 4:27pm.
Seconded by Lasky.
Motion carried 7-0.
RDA entered back into open session at 5:15pm.
23-05 Approve Offer to Purchase Vacant Property Located at parcel number 1302510000
(formerly 857 W. 9th Avenue); Vienola Properties LLC
Motion by Belter to approve 23-05.
Seconded by Stam.
Motion carried 7-0.
RDA members discussed the development challenges that the parcel has yet expressed optimism
that a house could be built on site.
23-06 Approve Offer to Purchase Vacant Property Located at parcel number 0507280000
(formerly 1122 High Avenue); Gallery Homes Real Estate and Rentals LLC
Motion by Belter to approve 23-06.
Seconded by Lasky.
Motion carried 7-0.
RDA members were hopeful that an accessory dwelling unit (ADU) could be built on the parcel
above the garage to provide additional income to the owner.
23-07 Approve Offer to Purchase Vacant Property Located at parcel number 0500730000
(formerly 413 Scott Avenue); Gallery Homes Real Estate and Rentals LLC
Motion by Belter to approve 23-07.
Seconded by Lasky.
Motion carried 7-0.
__________________________________
Redevelopment Authority Minutes 3 June 28, 2023
RDA members indicated that the parcel may have some construction challenges due to the size,
but hopeful that a garage could be included on the site as well.
23-08 Approve Offer to Purchase Vacant Property Located at parcel number 1517140000
(formerly 2332 Jefferson Street); Vienola Properties LLC
Motion by Belter to approve 23-08.
Seconded by Panek.
Motion carried 7-0.
RDA members stated that the proposed single-family home would fit in nicely with the
surrounding neighborhood.
Recommendation on Offer to Purchase Vacant Property Located at parcel number 0605710000
(formerly railroad right-of-way on W. 9th Avenue); Vienola Properties LLC
Motion by Belter to approve recommendation to Plan Commission to award offer to purchase vacant
property on former railroad right-of-way on W. 9th Avenue to Vienola Properties, LLC.
Seconded by Stam.
Motion failed 0-7.
RDA members stated the decision to recommend one proposal over the other was difficult and
both proposals would work on the vacant parcel. RDA members indicated that the uncertainty of
not knowing if both sides of the parcel would be developed on contributed to their
recommendation to deny the Vienola Properties, LLC proposal for Plan Commission
consideration.
Recommendation on Offer to Purchase Vacant Property Located at parcel number 0605710000
(formerly railroad right-of-way on W. 9th Avenue); Gallery Homes Real Estate and Rentals LLC
Motion by Belter to approve recommendation to Plan Commission to award offer to purchase vacant
property on former railroad right-of-way on W. 9th Avenue to Gallery Homes Real Estate and Rentals, LLC.
Seconded by Panek.
Motion carried 7-0.
RDA members again stated the decision to recommend one proposal over the other was difficult
and both proposals would work on the vacant parcel. RDA members indicated that they chose to
recommend the Gallery Homes Real Estate and Rentals, LLC proposal to Plan Commission for
approval due to the fact that two homes were proposed on both ends of the parcel and with the
__________________________________
Redevelopment Authority Minutes 4 June 28, 2023
ability to construct accessory dwelling units as well. RDA members stated that they felt the
alignment of the proposed homes met the character of the neighborhood.
Adjournment
There was no further discussion. The meeting adjourned at approximately 5:22pm. (Belter, Stam)
Respectfully Submitted,
Kelly Nieforth
Executive Director
REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN
JULY 19, 2023 23-09 RESOLUTION
(CARRIED________LOST________LAID OVER________WITHDRAWN________)
PURPOSE: APPROVE OFFER TO PURCHASE PARCEL NUMBERS 0402300000
(FORMERLY 668 N. MAIN STREET), 0402250000 (0 JEFFERSON STREET),
0402280000 (0 JEFFERSON STREET), 0402310000 (JEFFERSON STREET),
0402320000 (0 JEFFERSON STREET), 04023330000 (0 JEFFERSON STREET),
0402340000 (0 JEFFERSON STREET), 0402360000 (0 JEFFERSON STREET),
0402370000 (0 JEFFERSON STREET); COMMONWEALTH
DEVELOPMENT CORPORATION OF AMERICA ($112,500.00)
BE IT RESOLVED by the Redevelopment Authority of the City of Oshkosh that
the offer to purchase in the amount of $112,500.00 submitted by Commonwealth
Development Corporation of America, for the properties located at parcel numbers
0402300000 (formerly 668 N. Main Street), 0402250000 (0 Jefferson Street), 0402280000 (0 Jefferson
Street), 0402310000 (Jefferson Street), 0402320000 (0 Jefferson Street), 04023330000 (0 Jefferson
Street), 0402340000 (0 Jefferson Street), 0402360000 (0 Jefferson Street), 0402370000 (0 Jefferson
Street), is hereby accepted and the proper officials are hereby authorized and directed to
execute any and all documents necessary for purposes of same.
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
TO: Redevelopment Authority
FROM: Kelly Nieforth
Community Development Director
DATE: July 14, 2023
RE: 23-09 Approve Offer to Purchase Jefferson Street Redevelopment Properties to
Commonwealth Development Corporation of America
BACKGROUND
The RDA has been acquiring properties along west side of the 600 block of Jefferson Street since
2006 to create a larger, developable area for a housing and/or a mixed-use development. The
block is also included in the City of Oshkosh’s Near East Neighborhood Redevelopment District.
The nine (9) vacant lots are maintained by the RDA’s contractor who mows the grass, performs
landscaping if necessary, and shovels the snow. It costs the RDA approximately $500 each year
to maintain each lot.
ANALYSIS
Two Request for Proposals (RFP) for the redevelopment of the RDA-owned parcels were sent
out in the fall of 2015 and the spring of 2016 but the RDA only received one proposal from a
local developer. Ultimately the developer decided not to pursue the project due to the
anticipated cost and the lack of space. Since then, the RDA has continued to acquire land when
possible and the developable area is larger. The RDA approved an RFP to be sent out in the
spring of 2023 and one proposal was received from Commonwealth Development Corporation
of America (Commonwealth). Commonwealth has also secured on option to purchase adjacent,
privately-owned properties to enlarge the developable area.
The proposal calls for a mixed-use building with 55-units comprising of affordable and market
rate apartments with one-, two-, and three-bedroom units serving households ranging from 30%
to 80% of the area median income. Along North Main Street, there will be first floor commercial
including a multi-shift childcare center. The developer intends to apply for WHEDA tax credits
to offset the costs and will be requesting City financial assistance.
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
FISCAL IMPACT
Approving the Offer to Purchase for Commonwealth will remove the maintenance costs and
will transfer the properties from tax-exempt to taxable, increasing the city’s tax base.
RECOMMENDATION
Recommend approval of the Offer to Purchase Jefferson Street Redevelopment Properties to
Commonwealth Development Corporation of America.
Respectfully Submitted,
Kelly Nieforth
Community Development Director
THE CORRIDOR
CITY OF OSHKOSH 600 BLOCK RFP
600 Block of Jefferson & N. Main Street
Oshkosh, WI
BY:
Commonwealth Development Corporation of America
24 S. Brooke Street
Fond du Lac, WI 54935
Tyler Sheeran
Vice President of Development
Office: 608-688-0754
Cell: 608-556-2939
Email: t.sheeran@commonwealthco.net
Web: www.commonwealthco.net
TAB 2
DEVELOPER CREDENTIALS
Commonwealth Development Corporation of America
www.commonwealthco.net
Tab 2: Developer Credentials
Background, History & Experience
Commonwealth Development Corporation of America (CDC) is a leading national producer of affordable and
workforce housing, formed in 2001 and headquartered in Fond du Lac, WI. For more than twenty years, CDC
has consistently delivered on its mission to create high-quality housing opportunities that positively impacts
neighborhoods and community, with more than 100 completed projects and over 5800 affordable units
created. CDC has placed in service more than 40 developments since 2015 and has been recognized by
Affordable Housing Finance as a Top Affordable Housing Developer in each year since 2018.
In Wisconsin, CDC has completed 60 affordable housing
projects, representing 3291 new affordable units in 41
different communities. Our consistent ranking as the top
producer of affordable housing in the state is testament
to our ability to deliver strong results that improve
communities and enhance the lives of residents.
CDC’s development portfolio has achieved an average
occupancy rate of 96.03% over the last 3 years and has
received the highest score from Wisconsin Housing and
Economic Development Authority for performance and
occupancy percentage. Our developments routinely
achieve green-building and energy efficiency performance
certifications, while every development includes units
dedicated to serving individuals with disabilities. Our
properties are professionally managed and maintained to
the highest industry standards.
Commonwealth has built a track record of delivering quality projects that meet or exceed the goals of our
agency and community partners, maximizing local impact while delivering projects on time, on budget, and
to the highest achievable physical standards. A testament to the successful path Commonwealth has taken
is recently being named the Best Affordable Housing Developer 2020-USA by BUILD Magazine, as well as
receiving numerous state and industry awards for project design, quality, and impact.
The Commonwealth Construction Corporation (CCC) team is a leading builder of affordable housing in the
Midwest, with a wealth of experience and expertise in new construction, renovation, and adaptive reuse of
historical buildings. CCC, who will serve as GC, has completed more than 65 multifamily construction projects
representing nearly $700 million in affordable housing development activity.
Commonwealth Development Corp’s impact has
reached 29 Wisconsin counties since 2001.
Attachments
a.Company Handouts
- Commonwealth Development Corporation of America
- Commonwealth Construction Corporation
- M+A Design
b.Comparable Projects
c.References
Since 2001, it has been Commonwealth’s mission to develop quality, affordable housing. The
Commonwealth Development team is unique in our breadth of knowledge, experience and ability
to deliver housing that exceeds expectations which also adds value and enhances the lives
of the residents we serve and the communities in which we work. We pursue these goals as a
community partner by working closely with neighborhood leaders, urban planners, state and local
organizations and governments.
DEVELOPMENT
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
It’s more than just
development —
we call it inspiring a
community
DEVELOPMENT
We create or renovate housing that provides high-quality, affordable places for people to call home. Our multifamily
housing portfolio encompasses a variety of building styles in communities across the United States.
FEATURED PROJECTS
COTTAGES & TOWNHOMES
l CHEROKEE PLACE North Branch, MN 48 Family Units
l MAGNOLIA POINTE APARTMENTS Florence, SC 24 Senior Units
l MISSION VILLAGE OF EVANS Evans, CO 68 Family Units
l MISSION VILLAGE OF PECOS Pecos, TX 60 Family Units
GARDEN-STYLE WALK-UPS
l 2OAKS APARTMENTS New Orleans, LA 400 Family Units
l LYNNE VILLAGE Phoenix, AZ 96 Family Units
l PRESERVE AT CHATHAM PARKWAY Savannah, GA 144 Family Units
l SURF VIEW VILLAGE Newport, OR 110 Family Units
HISTORIC & ADAPTIVE REUSE
l DUNBAR COMMONS Oklahoma City, OK 52 Senior Units
l FOURTEEN91 LOFTS Muncie, IN 72 Family Units
l HISTORIC APARTMENTS ON 4TH Mandan, ND 39 Family Units
l MUSKEGO SCHOOL APARTMENTS Muskego, WI 40 Family & Senior Units
MID-RISE
l CORNERSTONE COMMONS Johnston, IA 62 Senior Units
l DELL RANGE SENIOR APARTMENTS Cheyenne, WY 40 Senior Units
l THE EDGE FLATS ON SEWARD Grand Rapids, MI 34 Family Units
l MEADOWLAWN PLAZA Mitchell, SD 105 Family Units
*Active presence in 24 states: Alabama, Arizona, Colorado, Delaware, Georgia, Indiana, Iowa, Louisiana, Maryland, Michigan,
Minnesota, Mississippi, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Texas,
Utah, Wisconsin, Wyoming. We have the capability to enter new states and markets at any time.
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Since 2001, it has been Commonwealth Construction’s mission to open doors to opportunity by
designing and constructing superior products for communities, partners, and families. We take
great pride in ensuring that each project is delivered on time, within budget, and with attention
to detail. This is accomplished by effectively collaborating and communicating with internal
and external partners starting from the initial design concept and throughout all phases of the
preconstruction and construction process.
CONSTRUCTION
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
We build to last
and have a lifelong
impact
CONSTRUCTION
COMMERCIAL
Our customers’ goals are a top priority. Clients have access to additional offerings including continued value, schedule
options, market and risk analysis, and warranty management. Our diverse expertise paired with a skilled team of builders at
the management level and in the field, makes us the best choice for any commercial construction project.
CONSTRUCTION MANAGEMENT
Our objective at Commonwealth Construction is to work effectively with all members of a project team. We are proud of
the customer experience we offer which resonates through our history of respected partnerships with hundreds of sub-
contractors across the country. Whether it is design/build or hard bid, Commonwealth will manage the project with the
best overall value in mind.
MULTIFAMILY & RESIDENTIAL
Commonwealth’s extensive experience in multifamily construction provides clients an advantage over other contractors.
Our market-leading multifamily housing portfolio across the United States encompasses a variety of building styles.
FEATURED PROJECTS
COMMERCIAL
l COMMONWEALTH COFFEE CO. & DELI Fond du Lac, WI Commercial Space
l SUMMIT AUTOMOTIVE Fond du Lac, WI Commercial Space
COTTAGES & TOWNHOMES
l HILLTOP COTTAGES Pine City, MN 35 Family Units
l MISSION VILLAGE OF GREELEY Greeley, CO 50 Family Units
GARDEN-STYLE WALK-UPS
l SUNSET VILLAGE Albany, OR 40 Family Units
l THE RIDGE Colorado Springs, CO 60 Family Units
HISTORIC & ADAPTIVE REUSE
l GARDENVIEW SENIOR APARTMENTS Elkhart, IN 55 Senior Units
l HORICON SCHOOL APARTMENTS Horicon, WI 40 Family Units
MID-RISE
l THE EDGE ARTIST FLATS Fargo, ND 42 Family Units
l RIVER FLATS Janesville, WI 92 Family Units
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
M+A Design, Inc. delivers exceptional architectural design ideas and solutions that enrich people’s lives
and help organizations succeed. The outcomes we produce reflect our beliefs in value creation, quality,
functionality, style, and environmental stewardship.
Licensed in 28* states, we have had great success with our commercial, historic adaptive reuse, hospitality
& multifamily housing projects across the country. We are attentive in the operational and design features
that make each building beautiful and embody its own identity. Our architects and project designers
capture and express building character through thoughtful and fully functional designs.
ARCHITECTURAL
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
Our creativity results in
your reality.
Let us bring your vision
to life.
ARCHITECTURAL
The professionals at M+A Design, Inc. partner with clients to ensure we completely understand their vision and goals. We
believe that team cohesiveness, concise communication, and the ability to implement inventive problem-solving skills are
the keys to making each project successful in style, function, and cost.
FEATURED PROJECTS
COMMERCIAL
l ENVISION GREATER FOND DU LAC Fond du Lac, WI Commercial Space
l IMMEL INSURANCE & FINANCIAL SERVICES Fond du Lac, WI Commercial Space
l MODERN DENTAL CARE Appleton, WI Commercial Space
l THE GÄRTEN FACTORY Fond du Lac, WI Commercial Space, Adaptive Reuse
HISTORIC & ADAPTIVE REUSE
l GARDENVIEW SENIOR APARTMENTS Elkhart, IN 55 Senior Units
l HISTORIC BERLIN SCHOOL APARTMENTS Berlin, WI 40 Family Units
l HISTORIC BLUE BELL LOFTS Columbia City, IN 52 Senior Units
l NEWBURY PLACE APARTMENTS Ripon, WI 40 Family Units
HOSPITALITY
l HOLIDAY INN Grand Chute, WI 121 Rooms
l HOME 2 STAY SUITES Rapid City, SD 107 Rooms
l RADISSON HOTEL Normal, IL 158 Rooms & Conference Center
l TOWNPLACE SUITES Cedar Rapids, IA 96 Rooms
MULTIFAMILY HOUSING
l BEACON AVENUE COTTAGES New London, WI 40 Family Units
l MISSION VILLAGE OF GREELEY Greeley, CO 50 Family Units
l STATION SQUARE APARTMENTS Roy, UT 31 Senior Units
l UNION SQUARE APARTMENTS Appleton, WI 31 Family Units
*Licensed in 28 states: Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana,
Minnesota, Montana, Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, South Carolina, South Dakota,
Texas, Utah, Washington, Wisconsin, Wyoming.
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
River Flats
206 N Jackson Street, Janesville, Wisconsin 53548
River Flats offers 92 units of family housing located near the heart of downtown Janesville. Each 2 &
3-bedroom home features a spacious floor plan with large closets, energy-efficient appliances, in-unit
washer & dryer, and more. Additionally, residents have access to a community room, fitness center,
business center, underground parking, and on-site property management office.
92
unitsfamily
Opened: 5/25/2021
Total Cost: $18,218,800
Financing Partners: NEF, AHP, NHTF, TIF
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
Fond du Lac Townhomes
737 E Scott Street, Fond du Lac, Wisconsin 54935
Fond du Lac Townhomes offers 48 units of family housing, with locations on the east and west side
of the city in Fond du Lac, WI. Each spacious 2 & 3-bedroom townhome includes a private entrance,
private patio, attached garage, in-home washer & dryer and more. Additionally, residents have access
to a community room, playground and on-site property management office.
48
unitsfamily
Opened: 11/05/2010
Total Cost: $5,231,000
Initiative: WI Focus on Energy
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
The Ace Apartments
4602 Cottage Grove Rd , Madison, Wisconsin 53714 70
unitsfamily
The Ace Apartments is a new construction family development comprised of a 4-story midrise and six 2-story
townhouse style units. Offering 1-, 2-, 3- and 4-bedroom units, the Ace includes 14 units of integrative
supportive housing in partnership with Movin' Out and Project-Based Voucher assistance through the Dane
County Housing Authority. Situated within walking distance to schools, parks and other amenities, the project
offers many quality of life amenities, energy-efficient design, and on-site management.
Opened: 10/2021
Total Cost: $20,260,300
Commonwealth Development Corporation of America
www.commonwealthco.net
References
Commonwealth Development Corporation
1. Nonprofit Partner Wisconsin Partnership for Housing Development
Todd Mandel, Director
821 E. Washington Ave, Ste 200W, Madison, WI 53703
(608) 258-5560 x34 | toddmandel@wphd.org
2. Community Development: City of Fond Du Lac Community Development Department
Dyann Benson, AICP, Community Development Director
160 S. Main Street, Fond du Lac, WI 54936
(312) 697-8255 | dbenson@fdl.wi.gov
3. Public Agency Partner: Kaukauna Housing Authority
Pennie Thiele, Director
144 W 2nd Street, Kaukauna, WI 54130
(920) 766-4772 | pthiele@kaukaunaha.org
TAB 3
TEAM MEMBERS
Commonwealth Development Corporation of America
www.commonwealthco.net
1.Tyler Sheeran, Vice President - Development
Commonwealth Development Corporation
2.Justin R. Mitchell, Development Project Manager
Commonwealth Development Corporation
3.Dan Kroetz, Senior Vice President
Commonwealth Development Corporation
4.David Ritchay, President
Commonwealth Development Corporation
5.Kristi Morgan, Principal
The Commonwealth Companies
6.Louie Lange III, Principal
The Commonwealth Companies
7.Christopher Jaye, Principal
The Commonwealth Companies
8.Brent Schumacher, President
Commonwealth Construction Corporation
9.Christopher Kyte, Vice President
Commonwealth Construction Corporation
10.Mary Martin, Project Manager - Architecture
M + A Design
11.Ben Marshall, Senior Vice President - Architecture
M+A Design
12.Additional: Professional / Subcontractor Services
600 Block - Oshkosh, WI
Key Development Team Resumes
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Meet Tyler Sheeran
VICE PRESIDENT - DEVELOPMENT
Commonwealth Development
Corporation
O: Middleton, WI
P: 608.556.2939
E: t.sheeran@commonwealthco.net
Focus: Leads entitlement and permitting activities for new
multifamily developments in Wisconsin, Illinois, and Iowa.
Works directly with local officials, community partners, landowners,
and legal representatives to coordinate all activities throughout
a project and bring it to a successful completion.
Experience: Sheeran holds a Bachelor of Science degree in
Finance with a minor in Economics from Winona State University.
Tyler has prior experience with The Commonwealth Companies,
spending a summer interning with the development team.
Impressive Facts: Since joining Commonwealth full time in 2020,
Sheeran has worked on a variety of project types including Acquisitions
and rehabilitation of existing apartment communities as well as ground-
up new construction projects across the country. Since taking on a
production role, Sheeran has overseen the development of nearly
500 units securing $91 million in federal and state LIHTC equity.
Fun Stuff: In his free time, Sheeran enjoys golfing, workout,
and spending time with family and friends.
a company comprised of many
dedicated individuals striving to make
a difference in the world by providing
top-tier affordable housing to
communities in need.
Commonwealth is...“
”
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Meet Justin R. Mitchell
Focus: Gap financing research and delivery; Stakeholder engagement and
community discovery; PHA partnerships; Development conceptualization
and coordination support; Project completion and conversion; Manages
multiple projects to affect the timely conversion of financial sources and
accurate reporting of metrics. Collaborates with project teams and external
partners including investors, lenders, housing agencies, local officials, and
consulting professionals.
Experience: Justin has more than 17 years of professional experience in
affordable housing and local government services, including past leadership
in Public Housing and homeownership development. Justin holds a Master
of Science in Education Leadership and Policy, as well as a Bachelor of Arts
in Philosophy, both from the University of Wisconsin Oshkosh.
Impressive Facts: Justin’s recent community engagement includes serving
as City Plan Commissioner and Vice Chair, co-authoring the Homeless
Continuum Report and Map, and serving on the Housing Needs
Assessment advisory group. He provided volunteer project development
support for two homeless housing initiatives that broke ground in 2022, and
previously volunteered with the local Extension office as a Rent Smart tenant
training instructor.
Fun Stuff: Justin is an avid grower of native perennials, and is active in local
efforts that create native urban prairie sites. He enjoys creating music, and
prizes time spent with his family backpack camping and exploring outdoor
spaces.
a team of dedicated professionals
committed to the high-impact work of
creating quality affordable housing.
Commonwealth is...“
DEVELOPMENT PROJECT MANAGER
Commonwealth Development Corporation
O: Fond du Lac, WI | Atlanta, GA
P: 920.410.6180
E: j.mitchell@commonwealthco.net
”
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Meet Daniel Kroetz
a team of talented individuals
collectively focused on changing
the lives of others by providing a safe,
secure, and affordable place to call
home.
Commonwealth is...“
”
Focus: Providing leadership and oversight of development operations. Dan
works closely with developers and the development services staff to facilitate
all phases of the development process in an efficient and successful manner.
Experience: Dan has 20 years of real estate experience. In his previous role,
he was involved with the acquisition and development of over $500 million
of affordable housing, totaling approximately 3,500 units. Dan attended the
University of Wisconsin – Madison where he earned his Bachelor’s degree in
Finance, Investment & Banking and Real Estate & Urban Land Economics.
Impressive Facts: Prior to joining Commonwealth, Dan was involved with a
dozen permanent supportive housing developments that garnered numerous
awards. These developments addressed affordability while also providing
the supportive services necessary to ensure that residents remained housed.
These facilities provided housing options for veterans, persons recovering
from mental illness, persons with hearing or vision loss, and the homeless.
Fun Stuff: Dan enjoys spending time with his wife and their two
young children. Traveling to new places, boating, campfires, and
cheering on the Wisconsin Badgers are a few of his favorite things.
SENIOR VICE PRESIDENT -
DEVELOPMENT AND DEVELOPMENT
SERVICES
Commonwealth Development
Corporation
O: Middleton, WI
P: 608.438.8415
E: d.kroetz@commonwealthco.net
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Meet David Ritchay
Focus: Provides strategic leadership and corporate oversight to
achieve company goals that will improve both operational efficiency
and the bottom line.
Experience: David received his Bachelor of Arts degree in Geography
from the University of Massachusetts Amherst and a Masters of
City Planning from MIT. He has 17 years of development and asset
management experience with broad application in most aspects of the
affordable housing industry. Prior to joining Commonwealth, David
was Executive Vice President of a non-profit housing organization.
Impressive Facts: David directed all housing production activities
and financial consulting services for a non-profit housing organization
which led to the creation or preservation of more than 1,600 units
of affordable housing with a capitalization of $150,000,000.
Fun Stuff: David enjoys carpentry, cooking, gardening and coaching
his children’s sports team. What gets him out of bed early is training
for cross country ski marathons and mountain bike racing.
not just about doing things well, but also
about doing them right.
Commonwealth is...“”
PRESIDENT - DEVELOPMENT
Commonwealth Development
Corporation
O: Louisville, KY
P: 502.919.0263
E: d.ritchay@commonwealthco.net
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Meet Kristi Morgan
Focus: Provides strategic leadership and oversight to the company
to establish long-term goals, maximize revenues, and advance
the company. Formulates and manages the company’s strategic
and organizational tactics. Cultivates relationships to improve
Commonwealth’s success by making a sound commitment to
the team, long-term partners, and relationships with lenders,
investors, professional partners, and the communities we serve.
Experience: Kristi has over 30 years of extensive experience in
real estate management, development, real estate feasibility
analysis, IRS Section 42 Tax Credit Program, HUD Section 8
housing, Tax Exempt Bond Financing Programs on local, state,
and federal levels, capital and operational budgeting, property
inspection and evaluation. She received her Bachelor’s degree
in Business from the University of Wisconsin-Madison.
Impressive Facts: Kristi has personally developed more than $305
million dollars in affordable housing, netting over 2,900 units.
Fun Stuff: Kristi loves to travel, spend time with family and
friends, being challenged and finding a way to overcome
the challenge. She is also an avid reader.
a company that prides itself on providing
safe affordable housing for families in
need.
“”
PRINCIPAL
The Commowealth Companies
O: Middleton, WI
P: 920.238.3701
E: k.morgan@commonwealthco.net
“Commonwealth is...
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Meet Louie Lange III
PRINCIPAL, FOUNDER
The Commonwealth Companies
O: Fond du Lac, WI
P: 920.238.3701
E: l.lange@commonwealthco.net
Focus: Continues to grow the firm that started in his basement, to
a team in excess of 250 people and $100 million in annual revenue.
Louie has a keen eye for maximizing revenue opportunities from
every opportunity in the development, construction and property
management of real estate. Many times, this desire has led to horizontal
and vertical integration of Commonwealth’s business through
partnerships, acquisitions and the “start-up” of new ventures.
Experience: Louie Lange III received his Bachelor of Science degree in
Business Administration and Management from Marquette University and
an MBA from the University of Notre Dame – Mendoza College of Business.
A former officer in the United States Marine Corps, Louie is the founder and
Principal of The Commonwealth Companies, which was established in 2001.
Impressive Facts: Commonwealth’s full development portfolio consists of
110 affordable housing projects with 6,442 units in 17 states, and counting.
We have most recently been named the 2020 Best Affordable Housing
Developer - USA by BUILD Magazine and 11th Largest Affordable Housing
Developer in the U.S. by Affordable Housing Finance, and received
numerous other awards and accolades over the last two decades.
Fun Stuff: Louie loves to travel and experience new places especially with
his family and friends – throw in outdoor activities such as hiking, skiing or
hunting followed up with a drink around a fire and he is in his happy place.
a true community partner who works
with everyone from urban planners and
government agencies to neighborhood
leaders and preservationists.
Commonwealth is...““
”
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 608.824.2290 E: info@commonwealthco.net
Meet Christopher Jaye
Focus: Oversees all areas of the company, including portfolio
performance and dispositions. Manages client, partner, and
business relationships while helping to direct the company’s vision.
Establishes long-term goals, identifies profitable ventures, and
provides leadership to continue to move the company forward.
Experience: Chris has over 25 years of experience in multifamily
finance with a focus on affordable housing. Prior to concentrating
on real estate development in 2007, Chris spent 12 years involved in
the acquisition and syndication of affordable housing developments,
most recently as a Vice President of Acquisitions for a national
provider of debt and equity financing. He received his degree in
Political Science from the University of Wisconsin – Madison.
Impressive Facts: Before focusing on development, Chris served
two terms on the Affordable Housing Investors Council Board
of Governors.
Fun Stuff: Chris enjoys spending time with his wife,
three children, and one of his two dogs.
an opportunity to make a difference in
our communities.
Commonwealth is...“
PRINCIPAL
The Commonwealth Companies
O: Middleton, WI
P: 608.824.2294
E: c.jaye@commonwealthco.net
”“
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
Meet Brent Schumacher
PRESIDENT - CONSTRUCTION
Commonwealth Construction Corporation
O: Fond du Lac, WI
P: 920.238.3745
E: b.schumacher@commonwealthco.net
Focus: Responsible for establishing and overseeing short and long-
term goals for project execution, reporting, financials, and business
development to grow and strengthen the construction companies’ national
footprint. Works in collaboration with the development, architectural, and
management companies to identify opportunities that meet objectives.
Experience: Brent has over 25 years experience in the construction
industry and development. He received his bachelor’s degree
in Business Administration from Marquette University. Prior to
joining Commonwealth in 2008, working for a family construction
business gave Brent the expertise to work in the development part
of the industry on many commercial and residential projects.
Impressive Facts: Brent loves his role at Commonwealth because
it is both very challenging and rewarding. You cannot only see the
tangible successes daily, but you can see the good that they do for
the final customer as well. The other part of his role that Brent
loves is the environment and the people he works with - he could
not ask for a better family-orientated environment to work in.
Fun Stuff: Brent finds enjoyment in hunting and fishing with
friends and family.
knowing that our projects are truly
helping people.
Commonwealth is...“”
For more information, go to:
www.commonwealthco.net
920.922.8170 info@commonwealthco.net
For more information, go to:
www.commonwealthco.net
P: 920.922.8170 E: info@commonwealthco.net
Meet Christopher Kyte
SENIOR VICE PRESIDENT -
CONSTRUCTION
Commonwealth Construction Corporation
O: Fond du Lac, WI
P: 920.214.8235
E: c.kyte@commonwealthco.net
Focus: Provides general leadership and oversight of construction
operations for The Commonwealth Companies, and is responsible for the
seamless execution of projects in the field. Chris supports the project
and site management staff during construction, ensuring all phases and
partners involved in the development of our facilities are successful.
Experience: Chris received his Bachelor of Science degree in Civil &
Environmental Engineering from the University of Wisconsin-Madison, with an
emphasis in Construction Management and a Certificate in Business. Prior to
joining Comonwealth, Chris worked in design-phase and project management
for 18 years with a commercial building contractor that focused primarily
on the construction of healthcare facilities and corporate headquarters.
Impressive Facts: Chris has been responsible for management and
oversight of $700M+ in construction projects throughout his career,
impacting the landscape of many Wisconsin communities. Many of
these projects received multiple awards in various publications.
Fun Stuff: When Chris and his wife are not “decompressing” by keeping up
with their twin boys and their activities, he enjoys spending time with his five
brothers and sisters along with his father in the Milwaukee area. A pair of
running shoes and a bike are about all Chris needs in life besides that!
a company having dignity and purpose,
with a team collectively focused on
providing a great product and enhancing
the communities we serve.
Commonwealth is...“
”
For more information, go to:www.madesigninc.net
920.322.5147 info@madesigninc.net
For more information, go to:
www.madesigninc.net
P: 920.922.8170 E: info@madesigninc.net
Meet Mary Martin
Focus: Work with consultants, owners and design team to develop
and manage projects from conceptual design through construction.
Experience: Mary attended the University of Michigan and earned a
Bachelor of Science in Architecture and a Master of Architecture. She
is a licensed architect with over 16 years of experience that includes
single- and multi-family residential, industrial, corporate commercial,
senior living, student housing, historic preservation, and adaptive reuse.
Impressive Facts: At her previous company, Mary was the project architect
for CME Group’s major interior renovation of their conferencing center at
their headquarters in downtown Chicago. It was a highly designed and
detailed project which won the IES Illumination Award and the IALD Award.
Fun Stuff: Mary likes to entertain and cook for friends and
family. She also enjoys traveling, playing the piano, riding her
motorcycle, and hiking with her two standard poodles.
comprised of people with different
skillsets and experience, working
together to provide safe and affordable
housing for those in need.
M+A is...“
”
PROJECT MANAGER
M+A
O: Fond du Lac, WI | Middleton, WI
P: 312.929.8336
E: m.martin@madesigninc.net
For more information, go to:www.madesigninc.net
920.322.5147 info@madesigninc.net
For more information, go to:
www.madesigninc.net
P: 920.922.8170 E: info@madesigninc.net
Meet Ben Marshall
Focus: Providing leadership and oversight of project design. Ben
works closely with the architectural team and outside vendors
to ensure delivery of high-quality design to our projects.
Experience: Ben received his Bachelor’s degree in Architecture
from the University of Wisconsin – Milwaukee. He has over 25 years
in architectural design and construction, encompassing a wide range
of commercial and residential building types. The past 15 years of his
career have been focused on multi-family and affordable housing.
Impressive Facts: Ben has been involved with the design of over
5,000 units of housing including new construction, preservation of
existing housing and historic adaptive reuse. Many of these projects
have received awards for their design at the local and national level.
Fun Stuff: Ben enjoys spending time with his family, traveling and time
on the boat. There is no such thing as a bad day on the water!
a true collaboration of development,
design and construction along with our
community partners to deliver housing
solutions that make a difference.
M+A is...“
”
SENIOR VICE PRESIDENT OF
ARCHITECTURE
M+A
O: Fond du Lac, WI | Middleton, WI
P: 608.225.6805
E: b.marshall@madesigninc.net
Northeast Wisconsin Subcontractors
June 2023
Commonwealth Construction Corporation (“CCC”) solicits bids for subcontractor and supplier services,
and provides equal opportunities to MWBE and Section 3 businesses. 3rd party construction contracting
occurs in conjunction and in approximate timing with project financial closing. The 600 Block of Jefferson
/ Main Oshkosh development has not reached the subcontracting phase, and a finalized list of
subcontractors is not available.
However, below is a partial list of Northeast Wisconsin subcontractors who have previously provided
services to multiple CCC developments who are potential future subcontractors.
Subcontractor Trades City Phone
Valley North Distributing Millwork Oneida 920-869-1332
Quest Interiors Flooring / Interior Fond du Lac 920-922-2006
Millis Flatwork Foundation / Flatwork Kaukauna 920-834-2359
HJ Martin Tile / Flooring / Interior Green Bay 920-494-4177
Fox Valley Insulation Insulation Appleton 920-707-0995
City Wide Insulation Thermal Insulation De Pere 920-336-7775
Muza Sheet Metal Framing / Shell Oshkosh 920-235-4960
Pinnow Sheet Metal Gutter Systems Oshkosh 920-231-8632
Davis Painting Painting Oshkosh 920-426-2386
For more information regarding CCC contracting, please contact Christopher Kyte, Senior Vice President
of Construction with CCC, at 920-214-8235.
TAB 4
DEVELOPER LEGAL
STRUCTURE
Organization Packet
A. Ownership organization chart
B. Articles of Incorporation
C. By-Laws
D. First Amended & Restated By-Laws
E. Amended & Restated By-Laws
F. Second Amended & Restated By-Laws
G. Employer ID Number IRS Form SS-4
H. Consent Resolutions
I. WI Cert of Status
Commonwealth Development
Corporation of America
Commonwealth Development Corporation
of America
A. Ownership Organization Chart
Organization Chart - Ownership: Commonwealth Development Corporation of America
Date: December 31, 2021
Commonwealth Development
Corporation of America
EIN: 73-1642535
Kristi Morgan
Principal
33.33% ownership
Christopher Jaye
Principal
33.33% ownership
Louie A. Lange III
Principal
33.33% ownership
Commonwealth Development Corporation
of America
B. Articles of Incorporation (May 10, 2002)
ARTICLES OF INCORPOR.ATION
OF
COMMONWEALTH DEVELOPMENT
CORPORATION OF AMERICA
,---,=..,,,.,,==-----1 STATE Of WISCONSIN FILED
MAY I O 2002
DEPARTMENT OF FINANCIAL INSTITUTIONS
The undersigned, acting as the incorporator of a corporation
under Chapter 180, Wisconsin Statutes, adopts the following Articles
of Incorporation for such corporation:
ARTICLE I
The Corporation is incorporated under Chapter 180, Wisconsin
Statutes.
ARTICLE II
The name of the Corporation is Commonwealth Development
Corporation of America.
ARTICLE III
The aggregate number of shares which the Corporation shall be
authorized to issue is I 0,000 consisting of one class only, designated
as "Common Stock," with a par value of $.01 per share.
ARTICLE IV
The address of the initial registered office of the Corporation is
333 Rose Avenue, Fond du Lac, Wisconsin 54935 and the name of its
initial registered agent at such address is Louie A. Lange, m.
WI -DFI CORP FILE ID#..-Cjb s '-I Lf 1 {
MWl>f5™1,L't'W:MAC 0'107/02
ARTICLEV
The number of directors constituting the initial Board of
Directors shall be such number as is fixed, from tithe to time, in the
manner prescribed by the By-Laws.
ARTICLE VI
The name and address of the incorporator are:
Vincent J. Beres, Esq.
Reinhart Boerner Van Oeuren s.c.
I 000 North Water Street, Suite 2100
Milwaukee, WI 53202
ARTICLE VII
Any action required to be taken at a meeting of the shareholders
of the Corporation, or any other action which may be taken at a
meeting of the shareholders of the Corporation, may be taken without
a meeting if a consent in writing, setting forth the action so taken,
shall be signed by sharebolders who would be entitled to vote at a
meeting those shares with voting power to cast not less than the
minimum number or, in the case of voting by voting groups, numbers
of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote were present and voted.
Executed this gd,,-day of May, 2002.
This instrument was drafted by Vince
2
STATE Of WISCONSIN ---·,
FILED
/MAY102002 !
DEPARTMfNT Of FINANCIAL INSTITUTIONS
Please return this document to:
fdW\85'71:'5LTW:l.i.Al:: os/oT/02
Lynn I. Werther, Paralegal
Reinhart Boemer Van Deuren s.c.
1000 North Water Street, Suite 2100
Milwaukee, WI 5)202
3
ARTICLES OF INCORPORATION
OF
COMMONWEALTH DEVELOPMENT
CORPORATION OF AMERICA
The undersigned, acting as the incorporator of a corporation
under Chapter 180, Wisconsin Statutes, adopts the following Articles
of Incorporation for such corporation:
ARTICLE I
The Corporation is incorporated under Chapter 180, Wisconsin
Statutes.
ARTICLE II
The name of the Corporation is Commonwealth Development
Corporation of America.
ARTICLE III
The aggregate number of shares which the Corporation shall be
authorized to issue is 10,000 consisting of one class only, designated
as "Common Stock," with a par value of$.01 per share.
ARTICLE IV
The address of the initial registered office of the Corporation is
333 Rose A venue, Fond du Lac, Wisconsin 54935 and the name of its
initial registered agent at such address is Louie A. Lange, III.
MW\857895LTW:MAC 05/07/02
ARTICLEV
The number of directors constituting the initial Board of
Directors shall be such number as is fixed, from time to time, in the
manner prescribed by the By-Laws.
ARTICLE VI
The name and address of the incorporator are:
Vincent J. Beres, Esq.
Reinhart Boemer Van Deuren s.c.
1000 North Water Street, Suite 2100
Milwaukee, WI 53202
ARTICLE VII
Any action required to be taken at a meeting of the shareholders
of the Corporation, or any other action which may be taken at a
meeting of the shareholders of the Corporation, may be taken without
a meeting if a consent in writing, setting forth the action so taken,
shall be signed by shareholders who would be entitled to vote at a
meeting those shares with voting power to cast not less than the
minimum number or, in the case of voting by voting groups, numbers
of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote were present and voted.
Executed this f~ day of May, 2002.
This instrument was drafted by Vince
MW\857895LTW:MAC 05/07/02 2
Commonwealth Development Corporation
of America
C. By-Laws (May 17, 2002)
Commonwealth Development Corporation
of America
D. First Amended & Restated By-Laws (October 1, 2018)
1
FIRST AMENDED AND RESTATED BYLAWS
OF
COMMONWEALTH DEVELOPMENT CORPORATION OF AMERICA
OCTOBER 1, 2018
ARTICLE 1
Identification
Section 1.01. Name. The corporation’s name is Commonwealth Development Corporation of
America (the “corporation”). The corporation has been duly formed under the Wisconsin Business
Corporation Law, chapter 180 of the Wisconsin Statutes (“chapter 180”).
Section 1.02. Principal and Business Offices. The corporation may have such principal and other
business offices, either within or outside the state of Wisconsin, as the board of directors may designate or as
the corporation’s business may require from time to time.
Section 1.03. Registered Agent and Office. The corporation’s registered agent may be changed
from time to time by or under the authority of the board of directors. The address of the corporation’s
registered office may be changed from time to time by or under the authority of the board of directors, or by the
registered agent. The business office of the corporation’s registered agent shall be identical to the registered
office. The corporation’s registered office may be, but need not be, identical with the corporation’s principal
office in the state of Wisconsin. The corporation shall continuously maintain a registered office in the state of
Wisconsin.
Section 1.04. Place of Keeping Corporate Records. The records and documents required by law to
be kept by the corporation permanently shall be kept at the corporation’s principal office.
ARTICLE 2
Shareholders
Section 2.01. Annual Meeting. The annual shareholders’ meeting shall be held on the third Tuesday
in March of each year at ten o’clock a.m., beginning with the year 2019, or at such other date and time within
30 days before or after this date as may be fixed by or under the authority of the board of directors, for the
purpose of electing directors and transacting such other business as may come before the meeting. If the day
fixed for the annual meeting is a legal holiday in Wisconsin, the meeting shall be held on the next succeeding
business day.
Section 2.02. Special Meetings. Special shareholders’ meetings may be called (1) by the president,
(2) by the board of directors or such other officer(s) as the board of directors may authorize from time to time,
or (3) by the president or secretary upon the written request of the holders of record of at least 10% of all the
votes entitled to be cast upon the matter(s) set forth as the purpose of the meeting in the written request. Upon
delivery to the president or secretary of a written request pursuant to (3), above, stating the purpose(s) of the
requested meeting, dated and signed by the person(s) entitled to request such a meeting, it shall be the duty of
the officer to whom the request is delivered to give, within 30 days of such delivery, notice of the meeting to
2
shareholders. Notice of any special meetings shall be given in the manner provided in Section 2.04 of these
bylaws. Only business within the purpose described in the special meeting notice shall be conducted at a
special shareholders’ meeting.
Section 2.03. Place of Meeting. The board of directors may designate any place, either within or
outside the state of Wisconsin, as the place of meeting for any annual or special shareholders’ meeting or any
adjourned meeting. If no designation is made by the board of directors, the place of meeting shall be the
corporation’s principal office.
Section 2.04. Notice of Meetings. The corporation shall notify each shareholder who is entitled to
vote at the meeting, and any other shareholder entitled to notice under chapter 180, of the date, time, and place
of each annual or special shareholders’ meeting. In the case of special meetings, the notice shall also state the
meeting’s purpose. Unless otherwise required by chapter 180, the meeting notice shall be given not less than
10 days nor more than 60 days before the meeting date. Notice shall be given in writing, by fax, e-mail or
other form of electronic transmission, by private carrier, or in any other manner provided by chapter 180.
Written notice, if mailed, is effective when mailed; and such notice may be addressed to the shareholder’s
address shown in the corporation’s current record of shareholders. Written notice provided in any other
manner is effective when received.
Section 2.05. Waiver of Notice. A shareholder may waive notice of any shareholders’ meeting at any
time. The waiver must be in writing, contain the same information that would have been required in the notice
(except that the time and place of the meeting need not be stated), be signed by the shareholder, and be
delivered to the corporation for inclusion in the corporate records. A shareholder’s attendance at a meeting, in
person or by proxy, waives objection to lack of notice or defective notice, unless the shareholder at the
beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the
meeting.
Section 2.06. Fixing of Record Date. For the purpose of determining shareholders of any voting
group entitled to notice of or to vote at any shareholders’ meeting, shareholders entitled to demand a special
meeting under Section 2.02 of these bylaws, or shareholders entitled to receive payment of any distribution or
dividend, or in order to make a determination of shareholders for any other proper purpose, the board of
directors may fix a future date as the record date. The record date shall not be more than 70 days before the
date on which the particular action requiring this determination of shareholders is to be taken. If no record date
is so fixed by the board, the record date shall be as follows:
1. With respect to an annual shareholders’ meeting or any special shareholders’ meeting called by the
board or any person specifically authorized by the board or these bylaws to call a meeting, at the close
of business on the day before the first notice is delivered to shareholders;
2. With respect to a special shareholders’ meeting demanded by the shareholders, on the date the first
shareholder signs the demand;
3. With respect to actions taken in writing without a meeting (pursuant to Section 2.13 of these bylaws),
on the effective date specified in the consent, or if no date is specified, on the date the first shareholder
signs the consent;
4. With respect to determining shareholders entitled to a share dividend, on the date the board authorizes
the share dividend;
3
5. With respect to determining shareholders entitled to a distribution (other than a distribution involving
a repurchase or reacquisition of shares), on the date the board authorizes the distribution; and
6. With respect to any other matter for which such a determination is required, as provided by law.
When a determination of the shareholders entitled to vote at any shareholders’ meeting has been made as
provided in this section, the determination shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days
after the date fixed for the original meeting.
Section 2.07. Voting List. After fixing a record date for a meeting, the corporation shall prepare a list
of the names of all of its shareholders who are entitled to notice of a shareholders’ meeting. The list shall be
arranged by class or series of shares, if any, and show the address of and number of shares held by each
shareholder. The corporation shall make the shareholders’ list available for inspection by any shareholder,
beginning two business days after notice is given of the meeting for which the list was prepared and continuing
to the meeting date, at the corporation’s principal office or at the place identified in the meeting notice in the
city where the meeting will be held. A shareholder or his or her agent or attorney may, on written demand,
inspect, and subject to any restrictions set forth in chapter 180, copy the list, during regular business hours and
at his or her expense, during the period that it is available for inspection. The corporation shall make the
shareholders’ list available at the meeting, and any shareholder or his or her agent or attorney may inspect the
list at any time during the meeting or any adjournment.
Section 2.08. Quorum and Voting Requirements. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter.
Except as otherwise provided by the articles of incorporation, these bylaws, or any provision of chapter 180, a
majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum of that
voting group for action on that matter. If a quorum exists, action on a matter (other than the election of
directors under Section 3.02 of the bylaws) by a voting group is approved if the votes cast within the voting
group favoring the action, unless the articles of incorporation, these bylaws, or any provision of chapter 180
requires a greater number of affirmative votes. Once a share is represented for any purpose at a meeting, other
than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered
present for purposes of determining whether a quorum exists, for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting. At the
adjourned meeting at which a quorum is represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.
Section 2.09. Order of Business at Meetings. The order of business at any shareholders’ meeting
shall be as follows:
1. Roll call;
2. Appointment of inspectors of election, if requested; and
3. Proof of proper notice of meeting or receipt of waiver of notice.
If a quorum is present, the meeting shall continue with the following items of business:
4
4. Approval of minutes of preceding meeting, unless dispensed with by unanimous consent;
5. Board of directors’ report, if any;
6. Officers’ reports, if any;
7. Committee reports, if any;
8. Election of directors, if necessary;
9. Unfinished business, if any; and
10. New business, if any.
The order of business at any meeting may, however, be changed by the vote of those persons in attendance, in
accordance with Section 2.08 of these bylaws. The chairperson of the meeting may designate a corporate
officer or any other person in attendance to keep and prepare minutes of the meeting.
Section 2.10. Proxies. At all shareholders’ meetings, a shareholder entitled to vote may vote in
person or by proxy appointed in writing by the shareholder or by his or her duly authorized attorney-in-fact. A
proxy appointment shall become effective when received by the secretary or other officer or agent of the
corporation authorized to tabulate votes. Unless otherwise provided in the appointment form, a proxy
appointment may be revoked at any time before it is voted, by delivering written notice to the secretary prior to
the vote. The presence of a shareholder who has filed his or her proxy appointment shall not of itself constitute
a revocation. A proxy appointment shall be valid for 11 months from the date of its execution, unless
otherwise provided in the appointment form. The board of directors shall have the power and authority to
make rules establishing presumptions as to the validity and sufficiency of proxy appointments.
Section 2.11. Voting of Shares. Each outstanding share shall be entitled to one vote upon each
matter submitted to a vote at a shareholders’ meeting, except as otherwise required by the articles of
incorporation or by chapter 180.
Section 2.12. Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in another corporation’s name may be voted either
in person or by proxy, by the other corporation’s president or any other officer appointed by the president. A
proxy appointment executed by any principal officer of the other corporation or such an officer’s assistant shall
be conclusive evidence of the signer’s authority to act, in the absence of express notice to this corporation,
given in writing to this corporation’s secretary or other officer or agent of this corporation authorized to
tabulate votes, of the designation of some other person by the other corporation’s board of directors or bylaws.
(b) Legal Representatives and Fiduciaries. Shares held by a personal representative,
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver, or assignee for creditors , in a
fiduciary capacity, may be voted by the fiduciary, either in person or by proxy, without transferring the shares
into his or her name, provided that there is filed with the secretary, before or at the time of the meeting, proper
evidence of the fiduciary’s incumbency and the number of shares held. Shares standing in a fiduciary’s name
may be voted by him or her, either in person or by proxy. A proxy appointment executed by a fiduciary shall
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be conclusive evidence of the fiduciary’s authority to give the proxy appointment, in the absence of express
notice to the corporation, given in writing to the secretary or other officer or agent of the corporation authorized
to tabulate votes, that this manner of voting is expressly prohibited or otherwise directed by the document
creating the fiduciary relationship.
(c) Pledgees. A shareholder whose shares are pledged shall be entitled to vote the shares until
they have been transferred into the pledgee’s name, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
(d) Minors. Shares held by a minor may be voted by the minor in person or by proxy
appointment, and no such vote shall be subject to disaffirmance or avoidance unless before the vote the
secretary or other officer or agent of the corporation authorized to tabulate votes has received written notice or
has actual knowledge that the shareholder is a minor.
(e) Incompetents and Spendthrifts. Shares held by an incompetent or spendthrift may be
voted by the incompetent or spendthrift in person or by proxy appointment, and no such vote shall be subject to
disaffirmance or avoidance unless before the vote the secretary or other officer or agent of the corporation
authorized to tabulate votes has actual knowledge that the shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge that judicial proceedings for appointment of a guardian have been filed.
(f) Joint Tenants. Shares registered in the names of two or more individuals who are named
in the registration as joint tenants may be voted in person or by proxy signed by one or more of the joint tenants
if either (1) no other joint tenant or his or her legal representative is present and claims the right to participate
in the voting of the shares or before the vote files with the secretary or other officer or agent of the corporation
authorized to tabulate votes a contrary written voting authorization or direction or written denial of authority of
the joint tenant present or signing the proxy appointment proposed to be voted, or (2) all other joint tenants are
deceased and the secretary or other officer or agent of the corporation authorized to tabulate votes has no actual
knowledge that the survivor has been adjudicated not to be the successor to the interests of the deceased joint
tenants.
Section 2.13. Action Without a Meeting. Any action required or permitted by the articles of
incorporation, these bylaws, or any provision of chapter 180 to be taken at a shareholders’ meeting may be
taken without a meeting and without action by the Board of Directors if one or more written consents, setting
forth the action so taken, shall be signed by all shareholders entitled to vote on the subject matter of the action.
Action may not, however, be taken under this section with respect to an election of directors for which
shareholders may vote cumulatively. Action taken pursuant to written consent shall be effective when a
consent or consents is signed by all of the shareholders or at other such time as is specified in the consent.
Section 2.14.Limitations on Authority. Notwithstanding any of the provisions contained herein
the shareholders shall have no authority to take such action, or change any of the provisions of these bylaws or
other agreements which require the unanimous consent of all shareholders.
ARTICLE 3
Board of Directors
Section 3.01. General Powers. The corporation’s powers shall be exercised by or under the authority
of, and its business and affairs shall be managed under the direction of, its board of directors, subject to any
limitation set forth in the articles of incorporation. The powers and authority of directors and their election,
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resignation, removal, appointment are subject to Article 14 of these bylaws.
Section 3.02. Election. Directors shall be elected by the shareholders at each annual shareholders’
meeting. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a
meeting at which a quorum is present.
Section 3.03. Number, Tenure, and Qualifications. The number of directors of the corporation
shall be three (3). Each director shall hold office until the next annual shareholders’ meeting and until his or
her successor shall have been elected by the shareholders or until his or her death, resignation, or removal. A
director may be removed from office by a vote of the shareholders taken at any shareholders’ meeting called
for that purpose, provided that a quorum is present. A director may resign at any time by delivering his or her
written resignation that complies with the provisions of chapter 180 to the board of directors, the chairperson of
the board of directors, or the corporation. Directors need not be residents of the state of Wisconsin or
shareholders of the corporation.
Section 3.04. Regular Meetings. A regular meeting of the board of directors shall be held without
other notice than this bylaw immediately after the annual shareholders’ meeting. The place of the regular
board of directors’ meeting shall be the same as the place of the shareholders’ meeting that precedes it, or such
other suitable place as may be announced at the shareholders’ meeting. The board of directors may provide, by
resolution, the time and place, either within or outside the state of Wisconsin, for the holding of additional
regular meetings.
Section 3.05. Special Meetings. Special meetings of the board of directors may be called by or at the
request of the chairperson of the board, if any, or by the president, secretary, or any two directors. The person
or persons authorized to call special board of directors’ meetings may fix any place, either within or outside the
state of Wisconsin, as the place for holding any special board meeting called by them, and if no other place is
fixed, the meeting place shall be the corporation’s principal office in the state of Wisconsin, but any meeting
may be adjourned to reconvene at any place designated by vote of a majority of the directors in attendance at
the meeting.
Section 3.06. Meetings by Electronic Means of Communication. To the extent provided in these
bylaws, the board of directors, or any committee of the board, may, in addition to conducting meetings in
which each director participates in person, and notwithstanding any place set forth in the notice of the meeting
or these bylaws, conduct any regular or special meeting by the use of any electronic means of communication,
provided that (1) all participating directors may simultaneously hear each other during the meeting or (2) all
communication during the meeting is immediately transmitted to each participating director, and that each
participating director is able to immediately send messages to all other participating directors. Before the
commencement of any business at a meeting at which any directors do not participate in person, all
participating directors shall be informed that a meeting is taking place at which official business may be
transacted.
Section 3.07. Notice of Meetings; Waiver of Notice. Notice of each board of directors’ meeting,
except meetings pursuant to Section 3.04 of these bylaws, shall be delivered to each director at his or her
business address or at such other address as the director shall have designated in writing and filed with the
secretary. Notice shall be given in written form, by fax, e-mail or other form of electronic transmission, by
private carrier, or in any other manner provided by chapter 180. Notice shall be given not less than 48 hours
before the meeting being noticed, or 72 hours before the meeting being noticed if the notice is given by mail or
private carrier. Written notice is effective at the earlier of the time it is received or five days after it is
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deposited with postage prepaid in the United States mail. A director may waive notice required under this
section or by law at any time, whether before or after the time of the meeting. The waiver must be in writing,
signed by the director, and retained in the corporate record book. The director’s attendance at or participation
in a meeting shall constitute a waiver of notice of the meeting, unless the director at the beginning of the
meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be
transacted at nor the purpose of any regular or special board of directors’ meeting need be specified in the
notice or waiver of notice of the meeting.
Section 3.08. Quorum Requirement. Except as otherwise provided by chapter 180, the articles of
incorporation, or these bylaws, a majority of the number of directors as required in Section 3.03 of these
bylaws shall constitute a quorum for the transaction of business at any board of directors meeting. A majority
of the number of directors appointed to serve on a committee as authorized in Section 3.14 of these bylaws
shall constitute a quorum for the transaction of business at any committee meeting. These provisions shall not,
however, apply to the determination of a quorum for actions taken pursuant to Article 7 of these bylaws or
actions taken under emergency bylaws or any other provisions of these bylaws that fix different quorum
requirements.
Section 3.09. Voting Requirement. The affirmative vote of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors or a committee of the board of
directors. This provision shall not, however, apply to any action taken by the board of directors pursuant to
Section 3.14, Article 7, or Article 11 of these bylaws, or in the event the affirmative vote of a greater number of
directors is required by chapter 180, the articles of incorporation, or any other provision of these bylaws.
Section 3.10. Conduct of Meetings. The chairperson of the board of directors, and in his or her
absence, the president, and in the absence of both of them, a vice president in the order provided under Section
4.10 of these bylaws, and in their absence, any director chosen by the directors present, shall call board of
directors’ meetings to order and shall act as chairperson of the meeting. The corporation’s secretary shall act
as secretary of all board of directors’ meetings, but in the secretary’s absence, the presiding officer may appoint
any assistant secretary, director, or other person present to act as secretary of the meeting. The chairperson of
the meeting shall determine whether minutes of the meeting are to be prepared and, if minutes are to be
prepared, shall assign a person to do so.
Section 3.11. Vacancies. Any vacancy occurring on the board of directors, including a vacancy
created by an increase in the number of directors, may be filled by the shareholders. During such time as the
shareholders fail or are unable to fill such vacancies, then and until the shareholders act the vacancy may be
filled (1) by the board of directors, or (2) if the directors remaining in office constitute fewer than a quorum of
the board, by the affirmative vote of a majority of all directors remaining in office.
Section 3.12. Compensation and Expenses. The board of directors, irrespective of any personal
interest of any of its members, may (1) establish reasonable compensation of all directors for services to the
corporation as directors or delegate this authority to an appropriate committee; (2) provide for, or delegate
authority to an appropriate committee to provide for, reasonable pensions, disability or death benefits, and
other benefits or payments to directors and to their estates, families, dependents, or beneficiaries for prior
services rendered to the corporation by the directors; and (3) provide for reimbursement of reasonable expenses
incurred in the performance of the directors’ duties, including the expense of traveling to and from board
meetings.
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Section 3.13. Directors’ Assent. A director of the corporation who is present and is announced as
present at a meeting of the board of directors or of a committee of the board of which he or she is a member, at
which meeting action on any corporate matter is taken, shall be deemed to have assented to the action taken
unless (1) the director objects at the beginning of the meeting (or promptly upon his or her arrival) to holding
the meeting or transacting business at the meeting; (2) the director dissents or abstains from an action taken and
minutes of the meeting are prepared that show such dissent or abstention; (3) the director delivers written
notice that complies with the provisions of chapter 180 of his or her dissent or abstention to the presiding
officer of the meeting before the meeting’s adjournment or to the corporation immediately after the
adjournment; or (4) the director dissents or abstains from an action taken, minutes of the meeting are prepared
that fail to show the director’s dissent or abstention, and the director delivers to the corporation a written notice
of that failure that complies with the provisions of chapter 180 promptly after receiving the minutes. The right
of dissent or abstention is not available to a director who votes in favor of the action taken.
Section 3.14. Committees. The board of directors may create and appoint members to one or more
committees, by a resolution approved by the greater of the following: (1) a majority of the directors in office
when the action is taken, or (2) the number of directors required to take action under Section 3.09 of these
bylaws. Each committee shall consist of at least one director and shall, unless otherwise provided by the board
of directors, serve at the pleasure of the board of directors. To the extent provided in the resolution as initially
adopted and as thereafter supplemented or amended by further resolution adopted by a like vote, each
committee shall have and may exercise, when the board of directors is not in session, the powers of the board
of directors in the management of the corporation’s business and affairs, except that a committee may not (1)
authorize distributions; (2) approve or propose to shareholders action requiring shareholder approval; (3)
appoint the principal officers; (4) amend articles of incorporation, or amend, adopt, or repeal bylaws; (5)
approve a plan of merger not requiring shareholder approval; (6) authorize or approve reacquisition of shares
except by a formula or method approved or prescribed by the board of directors; (7) authorize or approve the
issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except that the board of directors may authorize a committee or a
senior executive officer of the corporation to do so within limits prescribed by the board of directors; or (8) fill
vacancies on the board of directors or on committees created pursuant to this section, unless the board of
directors, by resolution, provides that committee vacancies may be filled by a majority of the remaining
committee members. The board of directors may elect one or more of its members as alternate members of any
such committee who may take the place of any absent member or members at any meeting of the committee,
upon the request of the president or of the chairperson of the meeting. Each committee shall fix its own rules
governing the conduct of its activities and shall make such report of its activities to the board of directors as the
board may request.
Section 3.15. Action Without a Meeting. Any action required or permitted by the articles of
incorporation, these bylaws, or any provision of chapter 180 to be taken by the board of directors at a board
meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, shall
be signed by all of the directors entitled to vote on the subject matter of the action and retained in the corporate
records. Action taken pursuant to written consent shall be effective when the last director signs the consent or
upon such other effective date as is specified in the consent.
Section 3.16.Limitations on Authority. Notwithstanding any of the provisions contained herein
the board of directors shall have no authority to take such action, or change any of the provisions of these
bylaws or other agreements which require the unanimous consent of all shareholders.
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ARTICLE 4
Officers
Section 4.01. Number and Titles. The corporation’s principal officers shall be a president, one or
more vice presidents periodically determined by the board of directors, a secretary, and a treasurer, each of
whom shall be appointed by the board. There may, in addition, be a chairperson or co-chairperson of the
board, whenever the board shall see fit to cause such office or offices to be filled. If there is more than one
vice president, the board may establish designations for the vice presidencies to identify their functions or their
order. The same natural person may simultaneously hold more than one office.
Section 4.02. Appointment, Tenure, and Compensation. The officers shall be appointed by the
board of directors, or to the extent authorized in these bylaws, by another duly appointed officer. Each officer
shall hold office until his or her successor shall have been duly appointed or until his or her death, resignation,
or removal. The board of directors or a duly authorized committee of the board shall fix the compensation of
each officer, if any.
Section 4.03. Additional Officers, Agents, etc. In addition to the officers referred to in Section 4.01
of these bylaws, the corporation may have such other officers, assistants to officers, acting officers, and agents
as the board of directors may deem necessary and may appoint. Each such person shall act under his or her
appointment for such period, have such authority, and perform such duties as may be provided in these bylaws,
or as the board may from time to time determine. The board of directors may delegate to any officer the power
to appoint any subordinate officers, assistants to officers, acting officers, or agents. In the absence of any
officer, or for any other reason the board of directors may deem sufficient, the board may delegate, for such
time as the board may determine, any or all of an officer’s powers and duties to any other officer or to any
director.
Section 4.04. Removal. The board of directors may remove any officer or agent, but the removal
shall be without prejudice to the contract rights, if any, of the person so removed. Appointment shall not of
itself create contract rights. An officer may remove, with or without cause, any officer or assistant officer who
was appointed by that officer.
Section 4.05. Resignations. Any officer may resign at any time by giving written notice to the
corporation, the board of directors, the president, or the secretary. Any such resignation shall take effect when
the notice of resignation is delivered, unless the notice specifies a later effective date and the corporation
accepts the later effective date. Unless otherwise specified in the notice of resignation, the acceptance of the
resignation shall not be necessary to make it effective.
Section 4.06. Vacancies. A vacancy in any office because of death, resignation, removal,
disqualification, or other reason shall be filled in the manner prescribed for regular appointments to the office.
Section 4.07. Powers, Authority, and Duties. Officers of the corporation shall have the powers and
authority conferred and the duties prescribed by the board of directors or the officer who appointed them in
addition to and to the extent not inconsistent with those specified in other sections of this Article 4.
Section 4.08. The Chairperson of the Board. The chairperson of the board of directors, if and while
there is an incumbent of the office, shall preside at all shareholders’ and directors’ meetings at which he or she
is present. The chairperson of the board shall have and exercise general supervision over the conduct of the
corporation’s affairs and over its other officers, subject, however, to the board’s control. The chairperson of
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the board of directors shall from time to time report to the board all matters within his or her knowledge that
the corporation’s interests may require to be brought to the board’s notice.
Section 4.09. The President. If and while there is no incumbent in the office of the chairperson of
the board of directors, and during the chair’s absence or disability, the president shall have the duties and
authority specified in Section 4.08 of these bylaws. The president shall be the corporation’s chief executive
officer and, subject to the board of directors’ control, shall:
1. superintend and manage the corporation’s business;
2. coordinate and supervise the work of its other officers (except the chairperson of the board);
3. employ, direct, fix the compensation of, discipline, and discharge its employees;
4. employ agents, professional advisors, and consultants;
5. perform all functions of a general manager of the corporation’s business;
6. have authority to sign, execute, and deliver in the corporation’s name all instruments either when
specifically authorized by the board of directors or when required or deemed necessary or advisable by
the president in the ordinary conduct of the corporation’s normal business, except in cases in which
the signing and execution of the instruments shall be expressly delegated by these bylaws or by the
board to some other officer(s) or agent(s) of the corporation or shall be required by law or otherwise to
be signed or executed by some other officer or agent; and
7. in general, perform all duties incident to the office of the president and such other duties as from time
to time may be assigned to him or her by the board of directors.
Section 4.10. The Vice Presidents. In the president’s absence, or in the event of his or her death or
inability or refusal to act, or if for any reason it shall be impractical for the president to act personally, the vice
president (or, if there is more than one vice president, the vice presidents in the order designated by the board
of directors or, in the absence of any designation, in the order of their appointment) shall perform the duties of
the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the
president. Each vice president shall perform such other duties and have such authority as from time to time
may be delegated or assigned to him or her by the president or by the board of directors. The execution of any
instrument of the corporation by any vice president shall be conclusive evidence, as to third parties, of his or
her authority to act in the president’s place.
Section 4.11. The Secretary. The secretary shall:
1. keep any minutes of the shareholders and of the board of directors and its committees in one or more
books provided for that purpose;
2. see that all notices are duly given in accordance with these bylaws or as required by law;
3. be custodian of the corporation’s corporate records and see that the books, reports, statements,
certificates, and all other documents and records required by law are properly kept and filed;
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4. have charge, directly or through such transfer agent or agents and registrar or registrars as the board of
directors may appoint, of the issue, transfer, and registration of certificates for shares in the
corporation and of the records thereof, such records to be kept in such manner as to show at any time
the number of shares in the corporation issued and outstanding, the manner in which and time when
such shares were paid for, the names and addresses of the shareholders of record, the numbers and
classes of shares held by each, and the time when each became a shareholder;
5. exhibit at reasonable times upon the request of any director the records of the issue, transfer, and
registration of the corporation’s share certificates, at the place where those records are kept, and have
these records available at each shareholders’ meeting; and
6. in general, perform all duties incident to the office of secretary and such other duties as from time to
time may be assigned to him or her by the board of directors or the president.
Section 4.12. The Assistant Secretaries. The assistant secretaries shall perform such duties as from
time to time may be assigned to them individually or collectively by the board of directors, the president, or the
secretary. In the event of the secretary’s absence or disability, one or more of the assistant secretaries may
perform such duties of the secretary as the secretary, the president, or the board of directors may designate.
Section 4.13. The Treasurer. The treasurer shall:
1. have charge and custody of, and be responsible for, all of the corporation’s funds and securities;
receive and give receipts for monies due and payable to the corporation from any source whatsoever;
deposit all such monies in the corporation’s name in such banks, financial institutions, trust
companies, or other depositories as shall be selected in accordance with the provisions of Section 5.04
of these bylaws; cause such funds to be disbursed by checks or drafts on the corporation’s authorized
depositories, signed as the board of directors may require; and be responsible for the accuracy of the
amounts of, and cause to be preserved proper vouchers for, all monies disbursed;
2. have the right to require from time to time reports or statements giving such information as he or she
may desire with respect to any and all of the corporation’s financial transactions from the officers,
employees, or agents transacting the same;
3. keep or cause to be kept, at the corporation’s principal office or such other office or offices as the
board of directors shall from time to time designate, correct records of the corporation’s funds,
business, and transactions, and exhibit those records to any director of the corporation upon request at
that office;
4. deliver to the board of directors, the chairperson of the board, or the president whenever requested an
account of the corporation’s financial condition and of all his or her transactions as treasurer, and as
soon as possible after the close of each fiscal year, make or cause to be made and submit to the board a
like report for that fiscal year;
5. at each annual shareholders’ meeting or the meeting held in lieu thereof, furnish copies of the
corporation’s most current financial statement to the shareholders and answer questions that may be
raised regarding the statement; and
6. in general, perform all duties incident to the office of treasurer and such other duties as from time to
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time may be assigned to him or her by the board of directors or the president.
If required by the board of directors, the treasurer shall furnish a bond for the faithful discharge of his or her
duties in such sum and with such surety or sureties as the board shall determine.
Section 4.14. The Assistant Treasurers. The assistant treasurers shall perform such duties as from
time to time may be assigned to them, individually or collectively, by the board of directors, the president, or
the treasurer. In the event of the treasurer’s absence or disability, one or more of the assistant treasurers may
perform such duties of the treasurer as the treasurer, the president, or the board of directors may designate.
Section 4.15.Limitations on Authority. Notwithstanding any of the provisions contained herein
the officers shall have no authority to take such action, or change any of the provisions of these bylaws or other
agreements which require the unanimous consent of all shareholders.
ARTICLE 5
Contracts, Loans, Checks, and Deposits
Section 5.01. Contracts. The board of directors may authorize any officer or officers, or agent or
agents, to enter into any contract or execute or deliver any instrument in the corporation’s name and on its
behalf. The authorization may be general or confined to specific instruments. When an instrument is so
executed, no other party to the instrument or any third party shall be required to make any inquiry into the
authority of the signing officer or officers, or agent or agents.
Section 5.02. Loans. No indebtedness for borrowed money shall be contracted on the corporation’s
behalf and no evidences of such indebtedness shall be issued in its name unless authorized by or under the
authority of a resolution of the board of directors. The authorization may be general or confined to specific
instances.
Section 5.03. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, or
notes or other evidences of indebtedness issued in the corporation’s name, shall be signed by such officer or
officers, or agent or agents, of the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the board of directors.
Section 5.04. Deposits. All funds of the corporation not otherwise employed shall be deposited from
time to time to the corporation’s credit in such banks, trust companies, or other depositories as may be selected
by or under the authority of a resolution of the board of directors.
ARTICLE 6
Voting of Securities Owned by the Corporation
Section 6.01. Authority to Vote. Any shares or other securities issued by any other corporation and
owned or controlled by the corporation may be voted at any meeting of the issuing corporation’s security
holders by the president of this corporation if he or she is present, or in his or her absence by any vice president
of the corporation who may be present.
Section 6.02. Proxy Authorization. Whenever, in the judgment of the president, or in his or her
absence, of any vice president, it is desirable for the corporation to execute a proxy appointment or written
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consent with respect to any shares or other securities issued by any other corporation and owned by the
corporation, the proxy appointment or consent shall be executed in the corporation’s name by the president or
one of the vice presidents of the corporation, without necessity of any authorization by the board of directors or
any countersignature or attestation by another officer. Any person or persons designated in this manner as the
corporation’s proxy or proxies shall have full right, power, and authority to vote the shares or other securities
issued by the other corporation and owned by the corporation in the same manner as the shares or other
securities might be voted by the corporation.
ARTICLE 7
Contracts Between the Corporation and Related Persons
Any contract or other transaction between the corporation and one or more of its directors, or between
the corporation and any entity of which one or more of its directors are members or employees or in which one
or more of its directors are interested, or between the corporation and any corporation or association of which
one or more of its directors are shareholders, members, directors, officers, or employees or in which one or
more of its directors are interested, shall not be voidable by the corporation solely because of the director’s
interest, whether direct or indirect, in the transaction if:
1. the material facts of the transaction and the director’s interest were disclosed or known to the board of
directors or a committee of the board of directors, and a majority of disinterested members of the
board of directors or committee authorized, approved, or specifically ratified the transaction;
2. the material facts of the transaction and the director’s interest were disclosed or known to the
shareholders entitled to vote, and a majority of the shares held by disinterested shareholders
authorized, approved, or specifically ratified the transaction; or
3. the transaction was fair to the corporation.
For purposes of this Article 7, a majority of directors having no direct or indirect interest in the transaction
shall constitute a quorum of the board or a committee of the board acting on the matter, and a majority of the
shares entitled to vote on the matter, whether or not present, and other than those owned by or under the
control of a director having a direct or indirect interest in the transaction, shall constitute a quorum of the
shareholders for the purpose of acting on the matter.
ARTICLE 8
Certificates for Shares and Their Transfer
Section 8.01. Certificates for Shares. Certificates representing shares of the corporation shall be in
such form, consistent with the Wisconsin Business Corporation Law, as shall be determined by the board of
directors. Such certificates shall be signed by the President or a Vice President and by the Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except as provided in otherwise in this Article 8.
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Section 8.02. Shares Without Certificates. The board of directors may authorize the issuance of any
shares of any of its classes or series without certificates. The authorization does not affect shares already
represented by certificates until the certificates are surrendered to the corporation. Within a reasonable time
after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written
statement that includes (1) all of the information required on share certificates and (2) any transfer restrictions
applicable to the shares.
Section 8.03. Facsimile Signatures. The share certificates may be signed manually or by facsimile.
Section 8.04. Signature by Former Officer. If an officer who has signed or whose facsimile
signature has been placed upon any share certificate shall have ceased to be an officer before the certificate is
issued, the corporation may issue the certificate with the same effect as if he or she were an officer at the date
of its issue.
Section 8.05. Consideration for Shares. The corporation’s shares may be issued for such
consideration as shall be fixed from time to time by the board of directors. The consideration to be paid for
shares may be paid in cash, promissory notes, tangible or intangible property, or services performed or
contracts for services to be performed for the corporation. When the corporation receives payment of the
consideration for which shares are to be issued, the shares shall be deemed fully paid and nonassessable by the
corporation. Before the corporation issues shares, the board of directors shall determine that the consideration
received or to be received for the shares is adequate. The board of directors’ determination is conclusive as to
the adequacy of consideration for the issuance of shares relative to whether the shares are validly issued, fully
paid, and nonassessable.
Section 8.06. Transfer of Shares. Transfers of shares in the corporation shall be made on the
corporation’s books only by the registered shareholder, by his or her legal guardian, executor, or administrator,
or by his or her attorney authorized by a power of attorney duly executed and filed with the corporation’s
secretary or with a transfer agent appointed by the board of directors, and on surrender of the certificate or
certificates for the shares. Where a share certificate is presented to the corporation with a request to register for
transfer, the corporation shall not be liable to the owner or any other person suffering a loss as a result of the
registration of transfer if (1) there were on or with the certificate the necessary endorsements, and (2) the
corporation had no duty to inquire into adverse claims or has discharged the duty. The corporation may require
reasonable assurance that the endorsements are genuine and effective in compliance with such other
regulations as may be prescribed by or under the board of directors’ authority. The person in whose name
shares stand on the corporation’s books shall, to the full extent permitted by law, be deemed the owner of the
shares for all purposes.
Section 8.07. Restrictions on Transfer. Restrictions on transfer of the corporation’s shares shall be
noted conspicuously on the front or back of the share certificate or contained in the information statement
required by Section 8.02 of these bylaws for shares without certificates. A transfer restriction is valid and
enforceable against the holder or a transferee of the holder only if the transfer restriction is authorized by law,
and the existence of the restriction is noted on the certificate or is contained in the information statement, as set
forth above. Unless so noted, a transfer restriction is not enforceable against a person who does not know of
the transfer restriction.
Section 8.08. Lost, Destroyed, or Stolen Certificates. If an owner claims that his or her share
certificate has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place of the original
certificate if the owner (1) so requests before the corporation has notice that the shares have been acquired by a
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bona fide purchaser; (2) files with the corporation a sufficient indemnity bond if required by the board of
directors; and (3) satisfies such other reasonable requirements as may be prescribed by or under the authority of
the board of directors.
ARTICLE 9
Inspection of Records by Shareholders
Section 9.01. Inspection of Bylaws. Any shareholder is entitled to inspect and copy the
corporation’s bylaws during regular business hours at the corporation’s principal office. The shareholder must
give written notice in accordance with the provisions of chapter 180 at least five business days before the date
of inspection.
Section 9.02. Inspection of Other Records. Any shareholder who holds at least five percent of the
corporation’s outstanding shares or who has been a shareholder for at least six months shall have the right to
inspect and copy during regular business hours at a reasonable location specified by the corporation any or all
of the following records: (1) excerpts from any minutes or records the corporation is required to keep as
permanent records; (2) the corporation’s accounting records; and (3) the record of shareholders or, at the
corporation’s discretion, a list of the corporation’s shareholders compiled no earlier than the date of the
shareholder’s demand. The shareholder’s demand for inspection must be made in good faith and for a proper
purpose and by delivery of written notice, given in accordance with the provisions of chapter 180 at least five
business days before the date of inspection, stating the purpose of the inspection and the records directly
related to that purpose desired to be inspected.
ARTICLE 10
Distributions and Share Acquisitions
The board of directors may make distributions to its shareholders or purchase or acquire any of its
shares, provided that (1) after the distribution, purchase, or acquisition the corporation will be able to pay its
obligations as they become due in the usual course of its business, and (2) the distribution, purchase, or
acquisition will not cause the corporation’s assets to be less than its total liabilities plus the amount necessary
to satisfy, upon distribution, the preferential rights of shareholders whose rights are superior to those receiving
the distribution. To the extent not prohibited by law, distributions shall be made in accordance with the
“Owner Distribution Agreement” entered into by the shareholders concerning distributions from the
corporation and its affiliates and related entities.
ARTICLE 11
Indemnification
The corporation shall, to the fullest extent authorized by chapter 180, indemnify any director or officer
of the corporation against reasonable expenses and against liability incurred by a director or officer in a
proceeding in which he or she was a party because he or she was a director or officer of the corporation. These
indemnification rights shall not be deemed to exclude any other rights to which the director or officer may
otherwise be entitled. The corporation shall, to the fullest extent authorized by chapter 180, indemnify any
employee who is not a director or officer of the corporation, to the extent the employee has been successful on
the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the
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employee was a party because he or she was an employee of the corporation. The corporation may, to the
fullest extent authorized by chapter 180, indemnify, reimburse, or advance expenses of directors or officers.
ARTICLE 12
Amendments
Section 12.01. By Shareholders. The shareholders may amend or repeal these bylaws or adopt new
bylaws at any annual or special shareholders’ meeting.
Section 12.02. By Directors. The board of directors may amend or repeal these bylaws or adopt new
bylaws; but no bylaw adopted or amended by the shareholders shall be amended or repealed by the board if the
bylaw so adopted so provides.
Section 12.03.Limitations on Authority. Notwithstanding any of the provisions contained herein
neither the shareholders nor the board of directors shall have the authority to change any of the provisions of
these bylaws which require the unanimous consent of all shareholders.
ARTICLE 13
Seal
The corporation shall not have a corporate seal, and all formal corporate documents may carry the
designation No Seal along with the signature of the corporation’s officer or officers.
ARTICLE 14
Unanimous Consent Required
Notwithstanding anything in these bylaws to the contrary, the following decisions shall require the
unanimous consent and approval of all shareholders of the corporation (“Unanimous Shareholder
Decisions”):
1. Appointing or terminating any key personnel or employees related to a shareholder (except to
the extent expressly allowed by any applicable employment agreement), and appointing,
removing or terminating officers and directors of the corporation;
2. Making or committing to material expenditures or activities outside of the strategic plan and
budget of the corporation;
3. Materially change, amend or modify the scope of the corporation’s operations or business;
4. Entering into any transaction or series of related transactions involving the disposition, sale,
purchase, acquisition or other transfer of the assets (including securities of subsidiaries) or
properties of the corporation or any of its subsidiaries or affiliates;
5. Incurring indebtedness or provide guarantees in an amount exceeding Twenty-Five Thousand
and 00/100 Dollars ($25,000.00) in a single transaction or the aggregate amount of One
Hundred Thousand and 00/100 Dollars ($100,000.00) within any twelve (12) month period;
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6. Issuing any shares in the corporation or any of its subsidiaries or affiliates;
7. Declaring or paying any dividend or making any distribution (including, without limitation, by
way of repurchase);
8. Making any filing for the appointment of a receiver or administrator for the winding up,
liquidation, bankruptcy or insolvency of the corporation or any of its subsidiaries or affiliates or
otherwise pursue bankruptcy or insolvency proceedings, unless otherwise required by applicable
law;
9. Determining the necessary cash balances to be maintained by the corporation and the necessity,
nature and extent of any cash calls made;
10. Changing or modifying any of the “Key Business Agreements” or “Employment and
Noncompetition Agreements” identified in the Letter of Intent dated July 30, 2018 executed by
the shareholders;
11. Committing to any development project, construction project or significant business opportunity
presented to the corporation;
12. Making capital improvements to corporation’s properties or to any properties owned by entities in
which the corporation is managing member or general partner;
13. Dissolving the corporation or approving of any of the specific matters in respect of such dissolution;
14. Making any changes or amendments to the corporation’s Articles of Incorporation or these bylaws;
15. Exercising any rights expressly granted to shareholders;
16. Authorizing the board of directors or any officer to do any act on behalf of corporation that
contravenes this Agreement; and
17. Adjusting the compensation payable to any shareholders, directors or officers of the corporation and
determine any bonus from time to time to be paid to such shareholders, directors or officers of the
corporation.
Unanimous Shareholder Decisions may be made by the affirmative vote of the majority of the
shareholders entitled to vote when a physical or mental impairment results in the inability of any
shareholder to act for a period of thirty (30) consecutive days.
Commonwealth Development Corporation
of America
E. Amended & Restated By-Laws (November 1, 2018)
Commonwealth Development Corporation
of America
F. Second Amended and Restated By-Laws (December 31, 2021)
FINAL
4864-4213-4552
SECOND AMENDED AND RESTATED BYLAWS OF
COMMONWEALTH DEVELOPMENT CORPORATION OF AMERICA
December 31, 2021
ARTICLE 1
Identification
Section 1.01 Name. The corporation's name is Commonwealth Development
Corporation of America (the "corporation"). The corporation has been duly formed under the
Wisconsin Business Corporation Law, chapter 180 of the Wisconsin Statutes ("chapter 180").
Section 1.02 Principal and Business Offices. The corporation may have such
principal and other business offices, either within or outside the state of Wisconsin, as the board
of directors may designate or as the corporation's business may require from time to time.
Section 1.03 Registered Agent and Office. The corporation's registered agent may be
changed from time to time by or under the authority of the board of directors. The address of the
corporation's registered office may be changed from time to time by or under the authority of the
board of directors, or by the registered agent. The business office of the corporation's registered
agent shall be identical to the registered office. The corporation's registered office may be, but
need not be, identical with the corporation's principal office in the state of Wisconsin. The
corporation shall continuously maintain a registered office in the state of Wisconsin.
Section 1.04 Place of Keeping Corporate Records. The records and documents
required by law to be kept by the corporation permanently shall be kept at the corporation's
principal office.
ARTICLE 2
Shareholders
Section 2.01 Annual Meeting. The annual shareholders' meeting shall be held on the
third Tuesday in March of each year at ten o'clock a.m., beginning with the year 2021, or at such
other date and time within 30 days before or after this date as may be fixed by or under the
authority of the board of directors, for the purpose of electing directors and transacting such
other business as may come before the meeting. If the day fixed for the annual meeting is a legal
holiday in Wisconsin, the meeting shall be held on the next succeeding business day.
Section 2.02 Special Meetings. Special shareholders' meetings may be called (1) by a
Principal, (2) by the board of directors or such other officer(s) as the board of directors may
authorize from time to time, or (3) by a Principal upon the written request of the holders of
record of at least 10% of all the votes entitled to be cast upon the matter(s) set forth as the
purpose of the meeting in the written request. Upon delivery to a Principal of a written request
pursuant to (3), above, stating the purpose(s) of the requested meeting, dated and signed by the
person(s) entitled to request such a meeting, it shall be the duty of the officer to whom the
request is delivered to give, within 30 days of such delivery, notice of the meeting to
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shareholders. Notice of any special meetings shall be given in the manner provided in Section
2.05 of these bylaws. Only business within the purpose described in the special meeting notice
shall be conducted at a special shareholders' meeting.
Section 2.03 Place of Meeting. The board of directors may designate any place, either
within or outside the state of Wisconsin, as the place of meeting for any annual or special
shareholders' meeting or any adjourned meeting. If no designation is made by the board of
directors, the place of meeting shall be the corporation's principal office.
Section 2.04 Meetings by Electronic Means of Communication. To the extent
provided in these bylaws, the shareholders, or any subset thereof, may, in addition to meetings in
which shareholders may participate in person, and notwithstanding any place set forth in the
notice of the meeting or these bylaws, conduct and attend any regular or special meeting by the
use of any electronic means of communication, provided that (1) all participating shareholders
may simultaneously hear each other during the meeting or (2) all communication during the
meeting is immediately transmitted to each participating shareholder, and that each participating
shareholder is able to immediately send messages to all other participating shareholders. Before
the commencement of any business at a meeting at which any shareholders do not participate in
person, all participating shareholders shall be informed that a meeting is taking place at which
official business may be transacted.
Section 2.05 Notice of Meetings. The corporation shall notify each shareholder who is
entitled to vote at the meeting, and any other shareholder entitled to notice under chapter 180, of
the date, time, and place of each annual or special shareholders' meeting. In the case of special
meetings, the notice shall also state the meeting's purpose. Unless otherwise required by chapter
180, the meeting notice shall be given not less than 10 days nor more than 60 days before the
meeting date. Notice shall be given in writing, by fax, e-mail or other form of electronic
transmission, by private carrier, or in any other manner provided by chapter 180. Written notice,
if mailed, is effective when mailed; and such notice may be addressed to the shareholder's
address shown in the corporation's current record of shareholders. Written notice provided in
any other manner is effective when received.
Section 2.06 Waiver of Notice. A shareholder may waive notice of any shareholders'
meeting at any time. The waiver must be in writing, contain the same information that would
have been required in the notice (except that the time and place of the meeting need not be
stated), be signed by the shareholder, and be delivered to the corporation for inclusion in the
corporate records. A shareholder's attendance at a meeting, in person or by proxy, waives
objection to lack of notice or defective notice, unless the shareholder at the beginning of the
meeting or promptly upon arrival objects to holding the meeting or transacting business at the
meeting.
Section 2.07 Fixing of Record Date. For the purpose of determining shareholders of
any voting group entitled to notice of or to vote at any shareholders' meeting, shareholders
entitled to demand a special meeting under Section 2.02 of these bylaws, or shareholders entitled
to receive payment of any distribution or dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may fix a future date as the
record date. The record date shall not be more than 70 days before the date on which the
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particular action requiring this determination of shareholders is to be taken. If no record date is
so fixed by the board, the record date shall be as follows:
1. With respect to an annual shareholders' meeting or any special shareholders' meeting
called by the board or any person specifically authorized by the board or these bylaws to call a
meeting, at the close of business on the day before the first notice is delivered to shareholders;
2. With respect to a special shareholders' meeting demanded by the shareholders, on the
date the first shareholder signs the demand;
3. With respect to actions taken in writing without a meeting (pursuant to Section 2.14 of
these bylaws), on the effective date specified in the consent, or if no date is specified, on the date
the first shareholder signs the consent;
4. With respect to determining shareholders entitled to a share dividend, on the date the
board authorizes the share dividend;
5. With respect to determining shareholders entitled to a distribution (other than a
distribution involving a repurchase or reacquisition of shares), on the date the board authorizes
the distribution; and
6. With respect to any other matter for which such a determination is required, as provided
by law.
When a determination of the shareholders entitled to vote at any shareholders' meeting has been
made as provided in this section, the determination shall apply to any adjournment of the
meeting unless the board of directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original meeting.
Section 2.08 Voting List. After fixing a record date for a meeting, the corporation
shall prepare a list of the names of all of its shareholders who are entitled to notice of a
shareholders' meeting. The list shall be arranged by class or series of shares, if any, and show
the address of and number of shares held by each shareholder. The corporation shall make the
shareholders' list available for inspection by any shareholder, beginning two business days after
notice is given of the meeting for which the list was prepared and continuing to the meeting date,
at the corporation's principal office or at the place identified in the meeting notice in the city
where the meeting will be held. A shareholder or his or her agent or attorney may, on written
demand, inspect, and subject to any restrictions set forth in chapter 180, copy the list, during
regular business hours and at his or her expense, during the period that it is available for
inspection. The corporation shall make the shareholders' list available at the meeting, and any
shareholder or his or her agent or attorney may inspect the list at any time during the meeting or
any adjournment.
Section 2.09 Quorum and Voting Requirements. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided by the articles of incorporation, these
bylaws, or any provision of chapter 180, a majority of the votes entitled to be cast on the matter
by the voting group shall constitute a quorum of that voting group for action on that matter. As
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to any matter that requires a vote of more than one voting group, a quorum for the meeting will
require a quorum of each voting group entitled to vote on the matter. If a quorum exists, action
on a matter (other than the election of directors under Section 3.02 of the bylaws) shall require
the affirmative vote of a majority of the shares entitled to vote of each class of voting stock then
outstanding, unless the articles of incorporation or any provision of chapter 180 requires a
greater number of affirmative votes. Once a share is represented for any purpose at a meeting,
other than for the purpose of objecting to holding the meeting or transacting business at the
meeting, it is considered present for purposes of determining whether a quorum exists, for the
remainder of the meeting and for any adjournment of that meeting, unless a new record date is or
must be set for that adjourned meeting. At the adjourned meeting at which a quorum is
represented, any business may be transacted that might have been transacted at the meeting as
originally noticed.
Section 2.10 Order of Business at Meetings. The order of business at any
shareholders' meeting shall be as follows:
1. Roll call;
2. Appointment of inspectors of election, if requested; and
3. Proof of proper notice of meeting or receipt of waiver of notice.
If a quorum is present, the meeting shall continue with the following items of business:
4. Approval of minutes of preceding meeting;
5. Board of directors' report, if any;
6. Officers' reports, if any;
7. Committee reports, if any;
8. Election of directors, if necessary;
9. Unfinished business, if any; and
10. New business, if any.
The order of business at any meeting may, however, be changed by the vote of those persons in
attendance, in accordance with Section 2.09 of these bylaws. Any Principal at the meeting may
designate a corporate officer or any other person in attendance to keep and prepare minutes of
the meeting.
Section 2.11 Proxies. At all shareholders' meetings, a shareholder entitled to vote may
vote in person or by proxy appointed in writing by the shareholder or by his or her duly
authorized attorney-in-fact. A proxy appointment shall become effective when received by a
Principal or other officer or agent of the corporation authorized to tabulate votes. Unless
otherwise provided in the appointment form, a proxy appointment may be revoked at any time
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before it is voted, by delivering written notice to a Principal prior to the vote. The presence of a
shareholder who has filed his or her proxy appointment shall not of itself constitute a revocation.
A proxy appointment shall be valid for 11 months from the date of its execution, unless
otherwise provided in the appointment form. The board of directors shall have the power and
authority to make rules establishing presumptions as to the validity and sufficiency of proxy
appointments.
Section 2.12 Voting of Shares.
(a) Voting and Non-Voting Shares. Each outstanding share of the $0.01 par
value voting common stock of the corporation shall be entitled to one vote upon each matter
submitted to a vote at a shareholders' meeting, except as otherwise required by the articles of
incorporation or by chapter 180. No share of the $0.01 par value non-voting common stock of
the corporation shall be entitled to vote upon any matter, except as expressly required by chapter
180.
(b) Lapse of Voting Rights. If, by reason of redemption or dilution (the
"Lapse Event"), the outstanding shares of stock in a particular founder's class ((i.e., class C stock,
class K stock or class L stock) come to be less than 20% of the total shares of common stock
then outstanding, then the voting rights of all shares of voting common stock in such founder's
class shall lapse, effective as of the date of the Lapse Event.
Section 2.13 Voting of Shares by Certain Holders.
(a) Other Corporations. Shares standing in another corporation's name and
entitled to vote on a matter may be voted either in person or by proxy, by the other corporation's
president or any other officer appointed by the president. A proxy appointment executed by any
principal officer of the other corporation or such an officer's assistant shall be conclusive
evidence of the signer's authority to act, in the absence of express notice to this corporation,
given in writing to this corporation's Principal or other officer or agent of this corporation
authorized to tabulate votes, of the designation of some other person by the other corporation's
board of directors or bylaws.
(b) Legal Representatives and Fiduciaries. Shares entitled to vote on a
matter held by a trustee, personal representative, administrator, executor, guardian, conservator,
trustee in bankruptcy, receiver, or assignee for creditors, in a fiduciary capacity, may be voted by
the fiduciary, either in person or by proxy, without transferring the shares into his or her name,
provided that there is filed with the Principals, before or at the time of the meeting, proper
evidence of the fiduciary's incumbency and the number of shares held. Shares entitled to vote on
a matter and standing in a fiduciary's name may be voted by him or her, either in person or by
proxy. A proxy appointment executed by a fiduciary shall be conclusive evidence of the
fiduciary's authority to give the proxy appointment, in the absence of express notice to the
corporation, given in writing to the Principals or other officer or agent of the corporation
authorized to tabulate votes, that this manner of voting is expressly prohibited or otherwise
directed by the document creating the fiduciary relationship.
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(c) Pledgees. A shareholder whose voting shares are pledged shall be entitled
to vote the shares until they have been transferred into the pledgee's name, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
(d) Minors. Shares that are entitled to vote on a matter and are held by a
minor may be voted by the minor in person or by proxy appointment, and no such vote shall be
subject to disaffirmance or avoidance unless before the vote a Principal or other officer or agent
of the corporation authorized to tabulate votes has received written notice or has actual
knowledge that the shareholder is a minor.
(e) Incompetents and Spendthrifts. Shares that are entitled to vote on a
matter and are held by an incompetent or spendthrift may be voted by the incompetent or
spendthrift in person or by proxy appointment, and no such vote shall be subject to disaffirmance
or avoidance unless before the vote a Principal or other officer or agent of the corporation
authorized to tabulate votes has actual knowledge that the shareholder has been adjudicated an
incompetent or spendthrift or actual knowledge that judicial proceedings for appointment of a
guardian have been filed.
(f) Joint Tenants. Shares that are entitled to vote on a matter and are
registered in the names of two or more individuals who are named in the registration as joint
tenants may be voted in person or by proxy signed by one or more of the joint tenants if either
(1) no other joint tenant or his or her legal representative is present and claims the right to
participate in the voting of the shares or before the vote files with a Principal or other officer or
agent of the corporation authorized to tabulate votes a contrary written voting authorization or
direction or written denial of authority of the joint tenant present or signing the proxy
appointment proposed to be voted, or (2) all other joint tenants are deceased and the Principals or
other officer or agent of the corporation authorized to tabulate votes has no actual knowledge
that the survivor has been adjudicated not to be the successor to the interests of the deceased
joint tenants.
Section 2.14 Action Without a Meeting. Any action required or permitted by the
articles of incorporation, these bylaws, or any provision of chapter 180 to be taken at a
shareholders' meeting may be taken without a meeting if one or more written consents, setting
forth the action so taken, shall be signed by all shareholders entitled to vote on the subject matter
of the action. Action taken pursuant to written consent shall be effective when a consent or
consents is signed by the requisite shareholders to take the action as provided in this Section 2.14
or at other such time as is specified in the consent. Within ten days after action taken under (b) of
the first sentence of this Section 2.14 is effective, the corporation shall give notice of the action
to shareholders who, on the record date determined in accordance with the following sentence,
were entitled to vote on the action but whose shares were not represented on the written consent.
If not otherwise fixed under the terms of these bylaws or in accordance with chapter 180, the
record date for determining shareholders entitled to take action without a meeting is the date that
the first shareholder signs the consent. A consent signed under this Section 2.14 has the effect of
a meeting vote and may be described as such in any document. If chapter 180 requires that
notice of proposed action be given to shareholders who are not entitled to vote on the action and
the action is to be taken by consent under this Section 2.14, the corporation shall give those
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shareholders written notice of the proposed action at least ten days before the action becomes
effective. The notice shall comply with the requirements of chapter 180 and shall contain or be
accompanied by the same material that would have been required to be sent to such shareholders
in a notice of meeting at which the proposed action would have been submitted to the
shareholders for action.
Section 2.15 Limitations on Authority. Notwithstanding any of the provisions
contained herein the shareholders shall have no authority to take any action inconsistent with
Article 15.
ARTICLE 3
Board of Directors
Section 3.01 General Powers. The corporation's powers shall be exercised by or under
the authority of, and its business and affairs shall be managed under the direction of, its board of
directors, subject to any limitation set forth in the articles of incorporation. The powers and
authority of directors and their election, resignation, removal, appointment are subject to Error!
Reference source not found. of these bylaws.
Section 3.02 Election. Except as otherwise set forth in that certain Shareholder
Agreement dated September 30, 2021, as may be amended from time to time (the "shareholder
agreement"): (a) Directors shall be elected by the shareholders at each annual shareholders'
meeting and (b) Directors are elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present. If a seat on the board of directors is
classified (as described in Section 3.03 of these bylaws), then only shares with the same
classification shall be entitled to vote for a director to fill such seat.
Section 3.03 Number, Tenure, Classification and Qualifications. The corporation's
initial directors are Christopher Jaye, Kristi Morgan, and Louis A. Lange III. Except as
otherwise set forth in the shareholder agreement: (a) each seat on the Board of Directors shall be
classified to correspond with one of the classes of voting stock then outstanding (i.e., class C,
class K stock or class L stock), and there shall always be an equal number of seats of each
classification; (c) each director shall hold office until the next annual shareholders' meeting and
until his or her successor shall have been elected by the shareholders or until his or her death,
resignation, or removal; and (d) a director may be removed from office by a vote of the
shareholders holding shares of voting stock of the same classification as the seat from which the
director is to be removed, taken at any shareholders' meeting called for that purpose, provided
that a quorum of such shares is present. Notwithstanding the foregoing, if the voting rights of a
class of stock lapse by reason of a Lapse Event under Section 2.12(b), then the seats on the
corporation's board that have the same classification as such stock shall be immediately
eliminated and the terms of the directors serving in such seats shall terminate effective as of the
Lapse Event. A director may resign at any time by delivering his or her written resignation that
complies with the provisions of chapter 180 to the board of directors, the Principals, or the
corporation. Directors need not be residents of the state of Wisconsin or shareholders of the
corporation.
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Section 3.04 Regular Meetings. A regular meeting of the board of directors shall be
held without other notice than this bylaw immediately after the annual shareholders' meeting.
The place of the regular board of directors' meeting shall be the same as the place of the
shareholders' meeting that precedes it, or such other suitable place as may be announced at the
shareholders' meeting. The board of directors may provide, by resolution, the time and place,
either within or outside the state of Wisconsin, for the holding of additional regular meetings.
Section 3.05 Special Meetings. Special meetings of the board of directors may be
called by or at the request of a Principal, or by any two directors. The person or persons
authorized to call special board of directors' meetings may fix any place, either within or outside
the state of Wisconsin, as the place for holding any special board meeting called by them, and if
no other place is fixed, the meeting place shall be the corporation's principal office in the state of
Wisconsin, but any meeting may be adjourned to reconvene at any place designated by vote of a
majority of the directors in attendance at the meeting.
Section 3.06 Meetings by Electronic Means of Communication. To the extent
provided in these bylaws, the board of directors, or any committee of the board, may, in addition
to conducting meetings in which each director participates in person, and notwithstanding any
place set forth in the notice of the meeting or these bylaws, conduct any regular or special
meeting by the use of any electronic means of communication, provided that (1) all participating
directors may simultaneously hear each other during the meeting or (2) all communication
during the meeting is immediately transmitted to each participating director, and that each
participating director is able to immediately send messages to all other participating directors.
Before the commencement of any business at a meeting at which any directors do not participate
in person, all participating directors shall be informed that a meeting is taking place at which
official business may be transacted.
Section 3.07 Notice of Meetings; Waiver of Notice. Notice of each board of directors'
meeting, except meetings pursuant to Section 3.04 of these bylaws, shall be delivered to each
director at his or her business address or at such other address as the director shall have
designated in writing and filed with the Principals. Notice shall be given in written form, by fax,
e-mail or other form of electronic transmission, by private carrier, or in any other manner
provided by chapter 180. Notice shall be given not less than 48 hours before the meeting being
noticed, or 72 hours before the meeting being noticed if the notice is given by mail or private
carrier. Written notice is effective at the earlier of the time it is received or five days after it is
deposited with postage prepaid in the United States mail. A director may waive notice required
under this section or by law at any time, whether before or after the time of the meeting. The
waiver must be in writing, signed by the director, and retained in the corporate record book. The
director's attendance at or participation in a meeting shall constitute a waiver of notice of the
meeting, unless the director at the beginning of the meeting or promptly upon his or her arrival
objects to holding the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting. Neither the business to be transacted at nor the
purpose of any regular or special board of directors' meeting need be specified in the notice or
waiver of notice of the meeting.
Section 3.08 Quorum Requirement. Except as otherwise provided by chapter 180, the
articles of incorporation, or these bylaws, a majority of the number of directors as required in
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Section 3.03 of these bylaws shall constitute a quorum for the transaction of business at any
board of directors meeting. A majority of the number of directors appointed to serve on a
committee as authorized in Section 3.14 of these bylaws shall constitute a quorum for the
transaction of business at any committee meeting. These provisions shall not, however, apply to
the determination of a quorum for actions taken pursuant to Article 7 of these bylaws or actions
taken under emergency bylaws or any other provisions of these bylaws that fix different quorum
requirements.
Section 3.09 Voting Requirement. The affirmative vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of the board of
directors or a committee of the board of directors, provided that the shareholders entitled to vote
may alter the number of directors required to approve any action by written agreement signed by
all of the shareholders entitled to vote. This provision shall not, however, apply to any action
taken by the board of directors pursuant to Section 3.14, Article 7, or Article 11 of these bylaws,
or in the event the affirmative vote of a greater number of directors is required by chapter 180,
the articles of incorporation, or any other provision of these bylaws.
Section 3.10 Conduct of Meetings. Any one or more of the Principals, and in their
absence, any director chosen by the directors present, shall call board of directors' meetings to
order and shall act as chairperson of the meeting. The Principals may appoint a director, or other
person present to act as secretary of the meeting. The acting chairperson of the meeting shall
determine whether minutes of the meeting are to be prepared and, if minutes are to be prepared,
shall assign a person to do so.
Section 3.11 Vacancies. Except as otherwise set forth in the shareholder agreement:
(a) any vacancy occurring on the board of directors, including a vacancy created by an increase
in the number of directors, may be filled by the shareholders entitled to vote with respect to the
classification of the vacant director seat; and (b) during such time as such shareholders fail or are
unable to fill such vacancies, then and until such shareholders act the vacancy may be filled (i)
by the board of directors or (ii) if the directors remaining in office constitute fewer than a
quorum of the board, by the affirmative vote of a majority of all directors remaining in office.
Section 3.12 Compensation and Expenses. The board of directors, irrespective of any
personal interest of any of its members, may (1) establish reasonable compensation of all
directors for services to the corporation as directors or delegate this authority to an appropriate
committee; (2) provide for, or delegate authority to an appropriate committee to provide for,
reasonable pensions, disability or death benefits, and other benefits or payments to directors and
to their estates, families, dependents, or beneficiaries for prior services rendered to the
corporation by the directors; and (3) provide for reimbursement of reasonable expenses incurred
in the performance of the directors' duties, including the expense of traveling to and from board
meetings.
Section 3.13 Directors' Assent. A director of the corporation who is present and is
announced as present at a meeting of the board of directors or of a committee of the board of
which he or she is a member, at which meeting action on any corporate matter is taken, shall be
deemed to have assented to the action taken unless (1) the director objects at the beginning of the
meeting (or promptly upon his or her arrival) to holding the meeting or transacting business at
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the meeting; (2) the director dissents or abstains from an action taken and minutes of the meeting
are prepared that show such dissent or abstention; (3) the director delivers written notice that
complies with the provisions of chapter 180 of his or her dissent or abstention to the presiding
officer of the meeting before the meeting's adjournment or to the corporation immediately after
the adjournment; or (4) the director dissents or abstains from an action taken, minutes of the
meeting are prepared that fail to show the director's dissent or abstention, and the director
delivers to the corporation a written notice of that failure that complies with the provisions of
chapter 180 promptly after receiving the minutes. The right of dissent or abstention is not
available to a director who votes in favor of the action taken.
Section 3.14 Committees. The board of directors may create and appoint members to
one or more committees, by a resolution approved by the greater of the following: (1) a majority
of the directors in office when the action is taken, or (2) the number of directors required to take
action under Section 3.09 of these bylaws. Each committee shall consist of at least one director
and shall, unless otherwise provided by the board of directors, serve at the pleasure of the board
of directors. To the extent provided in the resolution as initially adopted and as thereafter
supplemented or amended by further resolution adopted by a like vote, each committee shall
have and may exercise, when the board of directors is not in session, the powers of the board of
directors in the management of the corporation's business and affairs, except that a committee
may not (1) authorize distributions; (2) approve or propose to shareholders action requiring
shareholder approval; (3) appoint the principal officers; (4) amend articles of incorporation, or
amend, adopt, or repeal bylaws; (5) approve a plan of merger not requiring shareholder approval;
(6) authorize or approve reacquisition of shares except by a formula or method approved or
prescribed by the board of directors; (7) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preferences, and limitations of a
class or series of shares, except that the board of directors may authorize a committee or a senior
executive officer of the corporation to do so within limits prescribed by the board of directors; or
(8) fill vacancies on the board of directors or on committees created pursuant to this section,
unless the board of directors, by resolution, provides that committee vacancies may be filled by a
majority of the remaining committee members. The board of directors may elect one or more of
its members as alternate members of any such committee who may take the place of any absent
member or members at any meeting of the committee, upon the request of a Principal at the
meeting. Each committee shall fix its own rules governing the conduct of its activities and shall
make such report of its activities to the board of directors as the board may request.
Section 3.15 Action Without a Meeting. Any action required or permitted by the
articles of incorporation, these bylaws, or any provision of chapter 180 to be taken by the board
of directors at a board meeting may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by all of the directors entitled to vote on the
subject matter of the action and retained in the corporate records. Action taken pursuant to
written consent shall be effective when the last director signs the consent or upon such other
effective date as is specified in the consent.
Section 3.16 Limitations on Authority. Notwithstanding any of the provisions
contained herein the board of directors shall have no authority to take any action inconsistent
with Article 15.
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ARTICLE 4
Officers
Section 4.01 Principal Officers. The Principals shall be the corporation's senior
officers, and the board of directors may, from time to time, establish titles, duties, and powers of
other principal officers. The board of directors shall appoint natural persons to serve as such
principal officers, consistent with these bylaws. The same natural person may simultaneously
hold more than one office.
Section 4.02 Appointment, Tenure, and Compensation. The officers shall be
appointed by the board of directors, or to the extent authorized in these bylaws, by another duly
appointed officer. Each officer shall hold office until his or her successor shall have been duly
appointed or until his or her death, resignation, or removal. The board of directors or a duly
authorized committee of the board shall fix the compensation of each officer, if any.
Section 4.03 Additional Officers, Agents, etc. The corporation may have such other
officers, assistants to officers, acting officers, and agents as the board of directors may deem
necessary and may appoint. Each such person shall act under his or her appointment for such
period, have such authority, and perform such duties as may be provided in these bylaws, or as
the board may from time to time determine. The board of directors may delegate to any officer
the power to appoint any subordinate officers, assistants to officers, acting officers, or agents. In
the absence of any officer, or for any other reason the board of directors may deem sufficient, the
board may delegate, for such time as the board may determine, any or all of an officer's powers
and duties to any other officer or to any director.
Section 4.04 Removal. The board of directors may remove any officer or agent, but
the removal shall be without prejudice to the contract rights, if any, of the person so removed.
Appointment shall not of itself create contract rights. An officer may remove, with or without
cause, any officer or assistant officer who was appointed by that officer.
Section 4.05 Resignations. Any officer may resign at any time by giving written
notice to the corporation, the board of directors, or the Principals. Any such resignation shall
take effect when the notice of resignation is delivered, unless the notice specifies a later effective
date and the corporation accepts the later effective date. Unless otherwise specified in the notice
of resignation, the acceptance of the resignation shall not be necessary to make it effective.
Section 4.06 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or other reason shall be filled in the manner prescribed for regular
appointments to the office. If a person ceases to serve as a Principal the board of directors is not
required to appoint a successor, even if there is a person qualified under Section 4.08.
Section 4.07 Powers, Authority, and Duties. Subject to Article 15, officers of the
corporation shall have the powers and authority conferred and the duties prescribed by the board
of directors or the officer who appointed them in addition to and to the extent not inconsistent
with those specified in other sections of this Article 4.
Section 4.08 Principals. The corporation's initial Principals are Christopher Jaye,
Kristi Morgan, and Louis A. Lange III. To qualify to serve as a Principal, a person must own or
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control (e.g., as a fiduciary) a majority of the voting shares of a class of the corporation's stock.
The Principals shall have and exercise general supervision over the conduct of the corporation's
affairs and over its other officers, subject, however, to the board's control. The Principals shall
from time to time report to the board all matters within his or her knowledge that the
corporation's interests may require to be brought to the board's notice. Each Principal shall have
authority to sign, execute, and deliver in the corporation's name all instruments either when
specifically authorized by the board of directors or when required or deemed necessary or
advisable by such Principal in the ordinary conduct of the corporation's normal business, except
in cases in which the signing and execution of the instruments shall be expressly delegated by
these bylaws or by the board to some other officer(s) or agent(s) of the corporation or shall be
required by law or otherwise to be signed or executed by some other officer or agent.
Section 4.09 Limitations on Authority. Notwithstanding any of the provisions
contained herein the officers shall have no authority to take any action inconsistent with Article
15.
ARTICLE 5
Contracts, Loans, Checks, and Deposits
Section 5.01 Contracts. The board of directors may authorize any officer or officers,
or agent or agents, to enter into any contract or execute or deliver any instrument in the
corporation's name and on its behalf. The authorization may be general or confined to specific
instruments. When an instrument is so executed, no other party to the instrument or any third
party shall be required to make any inquiry into the authority of the signing officer or officers, or
agent or agents.
Section 5.02 Loans. No indebtedness for borrowed money shall be contracted on the
corporation's behalf and no evidences of such indebtedness shall be issued in its name unless
authorized by or under the authority of a resolution of the board of directors. The authorization
may be general or confined to specific instances.
Section 5.03 Checks, Drafts, etc. All checks, drafts, or other orders for the payment of
money, or notes or other evidences of indebtedness issued in the corporation's name, shall be
signed by such officer or officers, or agent or agents, of the corporation and in such manner as
shall from time to time be determined by or under the authority of a resolution of the board of
directors.
Section 5.04 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the corporation's credit in such banks, trust companies, or other
depositories as may be selected by or under the authority of a resolution of the board of directors.
ARTICLE 6
Voting of Securities Owned by the Corporation
Section 6.01 Authority to Vote. Any shares or other securities issued by any other
corporation and owned or controlled by the corporation may be voted at any meeting of the
issuing corporation's security holders by a Principal.
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Section 6.02 Proxy Authorization. Whenever, in the judgment of the Principals, it is
desirable for the corporation to execute a proxy appointment or written consent with respect to
any shares or other securities issued by any other corporation and owned by the corporation, the
proxy appointment or consent shall be executed in the corporation's name by a Principal of the
corporation, without necessity of any authorization by the board of directors or any
countersignature or attestation by another officer. Any person or persons designated in this
manner as the corporation's proxy or proxies shall have full right, power, and authority to vote
the shares or other securities issued by the other corporation and owned by the corporation in the
same manner as the shares or other securities might be voted by the corporation.
ARTICLE 7
Contracts Between the Corporation and Related Persons
Any contract or other transaction between the corporation and one or more of its
directors, or between the corporation and any entity of which one or more of its directors are
members or employees or in which one or more of its directors are interested, or between the
corporation and any corporation or association of which one or more of its directors are
shareholders, members, directors, officers, or employees or in which one or more of its directors
are interested, shall not be voidable by the corporation solely because of the director's interest,
whether direct or indirect, in the transaction if:
1. the material facts of the transaction and the director's interest were disclosed or known to
the board of directors or a committee of the board of directors, and a majority of disinterested
members of the board of directors or committee authorized, approved, or specifically ratified the
transaction;
2. the material facts of the transaction and the director's interest were disclosed or known to
the shareholders entitled to vote, and a majority of the shares held by disinterested shareholders
authorized, approved, or specifically ratified the transaction; or
3. the transaction was fair to the corporation.
For purposes of this Article 7, a majority of directors having no direct or indirect interest in the
transaction shall constitute a quorum of the board or a committee of the board acting on the
matter, and a majority of the shares entitled to vote on the matter, whether or not present, and
other than those owned by or under the control of a director having a direct or indirect interest in
the transaction, shall constitute a quorum of the shareholders for the purpose of acting on the
matter.
ARTICLE 8
Certificates for Shares and Their Transfer
Section 8.01 Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with the Wisconsin Business Corporation Law, as
shall be determined by the board of directors. Such certificates shall be signed by the Principals.
Each certificate shall state whether the shares are voting stock or non-voting stock and shall be
designated with any other class designation consistent with the articles of incorporation and the
corporation's books. All certificates for shares within the same class shall be consecutively
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numbered or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue, shall be entered on
the stock transfer books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and cancelled, except as provided in otherwise
in this Article 8.
Section 8.02 Shares Without Certificates. The board of directors may authorize the
issuance of any shares of any of its classes or series without certificates. The authorization does
not affect shares already represented by certificates until the certificates are surrendered to the
corporation. Within a reasonable time after the issuance or transfer of shares without certificates,
the corporation shall send the shareholder a written statement that includes (1) all of the
information required on share certificates and (2) any transfer restrictions applicable to the
shares.
Section 8.03 Facsimile Signatures. The share certificates may be signed manually or
by facsimile.
Section 8.04 Signature by Former Officer. If an officer who has signed or whose
facsimile signature has been placed upon any share certificate shall have ceased to be an officer
before the certificate is issued, the corporation may issue the certificate with the same effect as if
he or she were an officer at the date of its issue.
Section 8.05 Consideration for Shares. The corporation's shares may be issued for
such consideration as shall be fixed from time to time by the board of directors. The
consideration to be paid for shares may be paid in cash, promissory notes, tangible or intangible
property, or services performed or contracts for services to be performed for the corporation.
When the corporation receives payment of the consideration for which shares are to be issued,
the shares shall be deemed fully paid and nonassessable by the corporation. Before the
corporation issues shares, the board of directors shall determine that the consideration received
or to be received for the shares is adequate. The board of directors' determination is conclusive
as to the adequacy of consideration for the issuance of shares relative to whether the shares are
validly issued, fully paid, and nonassessable.
Section 8.06 Transfer of Shares. Transfers of shares in the corporation shall be made
on the corporation's books only by the registered shareholder, by his or her legal guardian,
executor, or administrator, or by his or her attorney authorized by a power of attorney duly
executed and filed with the corporation's Principals or with a transfer agent appointed by the
board of directors, and on surrender of the certificate or certificates for the shares. Where a share
certificate is presented to the corporation with a request to register for transfer, the corporation
shall not be liable to the owner or any other person suffering a loss as a result of the registration
of transfer if (1) there were on or with the certificate the necessary endorsements, and (2) the
corporation had no duty to inquire into adverse claims or has discharged the duty. The
corporation may require reasonable assurance that the endorsements are genuine and effective in
compliance with such other regulations as may be prescribed by or under the board of directors'
authority. The corporation may treat the person in whose name shares stand on the corporation's
books as the owner of the shares for all purposes.
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Section 8.07 Restrictions on Transfer. Restrictions on transfer of the corporation's
shares shall be noted conspicuously on the front or back of the share certificate or contained in
the information statement required by Section 8.02 of these bylaws for shares without
certificates.
Section 8.08 Lost, Destroyed, or Stolen Certificates. If an owner claims that his or
her share certificate has been lost, destroyed, or wrongfully taken, a new certificate shall be
issued in place of the original certificate if the owner (1) so requests before the corporation has
notice that the shares have been acquired by a bona fide purchaser; (2) files with the corporation
a sufficient indemnity bond if required by the board of directors; and (3) satisfies such other
reasonable requirements as may be prescribed by or under the authority of the board of directors.
ARTICLE 9
Inspection of Records by Shareholders
Section 9.01 Inspection of Bylaws. Any shareholder is entitled to inspect and copy the
corporation's bylaws during regular business hours at the corporation's principal office. The
shareholder must give written notice in accordance with the provisions of chapter 180 at least
five business days before the date of inspection.
Section 9.02 Inspection of Other Records. Except as required by chapter 180, any
shareholder who holds at least five percent of the corporation's outstanding shares entitled to
vote or who has been a shareholder entitled to vote for at least six months shall have the right to
inspect and copy during regular business hours at a reasonable location specified by the
corporation any or all of the following records: (1) excerpts from any minutes or records the
corporation is required to keep as permanent records; (2) the corporation's accounting records;
and (3) the record of shareholders or, at the corporation's discretion, a list of the corporation's
shareholders compiled no earlier than the date of the shareholder's demand. Such shareholder's
demand for inspection must be made in good faith and for a proper purpose and by delivery of
written notice, given in accordance with the provisions of chapter 180 at least five business days
before the date of inspection, stating the purpose of the inspection and the records directly related
to that purpose desired to be inspected. Except as required by chapter 180, shareholders who do
not hold shares entitled to vote do not have the right to inspect or copy the corporation's records,
but the board of directors may allow such shareholders to inspect or copy the corporation's
records, subject to confidentiality protections that the board of directors may deem to be
appropriate.
ARTICLE 10
Distributions and Share Acquisitions
Subject to 15.01(7), the board of directors may make distributions to its shareholders or
purchase or acquire any of its shares, provided that (1) after the distribution, purchase, or
acquisition the corporation will be able to pay its obligations as they become due in the usual
course of its business, and (2) the distribution, purchase, or acquisition will not cause the
corporation's assets to be less than its total liabilities.
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ARTICLE 11
Indemnification
The corporation shall, to the fullest extent authorized by chapter 180, indemnify any
director or officer of the corporation against reasonable expenses and against liability incurred by
a director or officer in a proceeding in which he or she was a party because he or she was a
director or officer of the corporation. These indemnification rights shall not be deemed to
exclude any other rights to which the director or officer may otherwise be entitled. The
corporation shall, to the fullest extent authorized by chapter 180, indemnify any employee who is
not a director or officer of the corporation, to the extent the employee has been successful on the
merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the
proceeding if the employee was a party because he or she was an employee of the corporation.
The corporation may, to the fullest extent authorized by chapter 180, reimburse, or advance
expenses of directors or officers.
ARTICLE 12
Amendments
Section 12.01 By Shareholders. The shareholders may amend or repeal these bylaws or
adopt new bylaws at any annual or special shareholders' meeting.
Section 12.02 Bylaw Fixing Quorum or Voting Requirements for Shareholders. If
authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that
fixes a greater or lower quorum requirement or greater voting requirement for shareholders or
voting groups of shareholders than is otherwise provided by these bylaws or chapter 180. The
adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum
requirement or a greater voting requirement for the shareholders must meet the same quorum
requirement and be adopted by the same vote and voting groups required to take action under the
quorum and voting requirements then in effect. A bylaw that fixes a greater or lower quorum
requirement or greater voting requirement for shareholders under this Section 12.02 may not be
adopted, altered, amended or repealed by the board of directors.
Section 12.03 By Law Fixing Quorum or Voting Requirements for Directors. A
bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the
board of directors may be amended or repealed as follows: (a) if originally adopted by the
shareholders, only by the shareholders, unless the bylaw provides otherwise as permitted by this
Section 12.03 and (b) if originally adopted by the board of directors, either by the shareholders or
by the board of directors.
Section 12.04 By Directors. The board of directors may amend or repeal these bylaws
or adopt new bylaws; except to the extent: (a) the articles of incorporation, Section 12.02 or
Section 12.03 or any provision of chapter 180 reserve that power exclusively to the shareholders;
or (b) the shareholders in adopting, amending or repealing a particular bylaw provide therein that
the board of directors may not amend, repeal or readopt that By Law.
Section 12.05 Limitations on Authority. Notwithstanding any of the provisions
contained herein neither the shareholders nor the board of directors shall have the authority to
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change any of the provisions of these bylaws where such change would be inconsistent with
Article 15.
ARTICLE 13
Seal
The corporation shall not have a corporate seal, and all formal corporate documents may
carry the designation No Seal along with the signature of the corporation's officer or officers.
ARTICLE 14
Shareholder Agreement
In the event of any conflict between any provision of these bylaws and the shareholder
agreement, the shareholder agreement will govern and control.
ARTICLE 15
Reserved Powers
Section 15.01 Shareholder Consent Required. Notwithstanding anything in these
bylaws to the contrary, the following decisions shall require shareholder consent:
1. Making any amendments to the corporation's articles of incorporation or filing or
amending the articles of incorporation or adopting or amending bylaws of any subsidiary of the
corporation.
2. Issuing or redeeming any shares of stock or other equity securities of the corporation or
any subsidiary of the corporation or any options, warrants or other instruments exercisable or
convertible into any such shares of stock or other equity securities.
3. Determining the necessity, nature and extent of any cash calls or any additional
contributions to the capital of the corporation or any subsidiary of the corporation.
4. Dissolving the corporation or any subsidiary of the corporation or approving of any of the
specific matters in respect of any such dissolution.
5. Making any filing for the appointment of a receiver or administrator for the winding up,
liquidation, bankruptcy or insolvency of the corporation or any of its subsidiaries or otherwise
pursuing bankruptcy or insolvency proceedings.
6. Approving any sale of all or substantially all of the corporation's or any subsidiary's
assets or any acquisition or disposition (including any such transaction structured as a merger,
consolidation or other business combination) involving the corporation or any subsidiary,
whether in a single transaction or a series of related transactions, that involves consideration in
excess of $100,000.
7. Except for distributions authorized in any Owner Distribution Agreement, declaring or
paying any dividend or making any distribution (including, without limitation, by way of
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redemption or repurchase) by the corporation involving amounts in excess of $100,000 or non-
cash distributions or consideration.
8. Settling or releasing claims by or against the corporation or any of its subsidiaries having
a value in excess of $100,000.
9. Approving any material change in the accounting or tax policies of the corporation or any
subsidiary.
10. Materially changing the nature or scope of the corporation's operations or business.
11. Entering into, amending or terminating any contract or arrangement with any party that is
affiliated with or otherwise related to any shareholder or director (excluding any employment-
related contracts or arrangements) in excess of $10,000.
Section 15.02 Board Approval Required. Notwithstanding anything in these bylaws to
the contrary, the following decisions shall require the approval of the board of directors:
1. Approving any acquisition or disposition (including any such transaction structured as a
merger, consolidation or other business combination) involving the corporation or any
subsidiary, whether in a single transaction or a series of related transactions, that involves
consideration in excess of $70,000.
2. Except for distributions authorized in any Owner Distribution Agreement, declaring or
paying any dividend or making any distribution (including, without limitation, by way of
redemption or repurchase) by the corporation involving amounts in excess of $25,000.
3. Authorizing the borrowing, lending or provision of guarantees by the corporation or any
of its subsidiaries of amounts in excess of $25,000 in a single transaction or the aggregate
amount of $100,000 within any 12 month period.
4. Settling or releasing claims by or against the corporation or any of its subsidiaries having
a value in excess of $25,000.
5. Entering into, amending or terminating (a) any contract or arrangement with any officer
or employee with a title of "Vice President" or above; or (b) any contract or arrangement with a
Principal or key personnel or employees related to a Principal.
6. Entering into, amending or terminating any contract or arrangement with any party that is
affiliated with or otherwise related to any shareholder or director (excluding any employment-
related contracts or arrangements) in excess of $10,000.
7. Entering into, amending or terminating any contract or arrangement with any party that is
not affiliated with or otherwise related to any shareholder or director that involves payments to
or from the corporation or any subsidiary in excess of $500,000 per annum.
8. Approving annual budgets.
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9. Creating or suffering to exist, any claim, assessment, pledge, security interest, mortgage,
encumbrance or other lien in favor of any person upon any properties or assets of the corporation
or any of its subsidiaries.
10. Incurring any expenses or expenditures in excess of 10% of the amount budgeted therefor
or any unbudgeted expenses or expenditures in excess of $25,000.
11. Determining the necessary cash balances to be maintained by the corporation from time
to time.
12. Committing to any development project, construction project or significant business
opportunity presented to the Corporation.
13. Making capital improvements to corporation’s properties or to any properties owned by
entities in which the corporation is a managing member or general partner.
Commonwealth Development Corporation
of America
G. Employer Identification Number IRS Form SS-4
Commonwealth Development Corporation
of America
H. Consent Resolutions
RECORD OF ACTION TAKEN BY CONSENT OF THE
INCORPORATOR OF
COMMONWEALTH DEVELOPMENT CORPORATION OF AMERICA
The lllldersigned, who is the incorporator of COMMONWEAL TH
DEVELOPMENT CORPORATION OF AMERICA, a Wisconsin corporation (the
"Corporation"), consents to the following action taken without a meeting in
accordance with section 180.0205 of the Wisconsin Business Corporation Law:
Louie A. Lange, III is elected as the sole director of the Corporation to
serve lllltil the next annual meeting of the sole shareholder or lllltil his respective
successor is duly elected and qualified or lllltil his prior death, resignation or
removal.
Date
MW\86!535LTW:JJS 05/17/02
Commonwealth Development Corporation
of America
I. WI Certificate of Status
To All to Whom These Presents Shall Come, Greeting:
I, Craig Heilman, Administrator of the Division of Corporate and Consumer Services, Department of Financial
Institutions, do hereby certify that
COMMONWEALTH DEVELOPMENT CORPORATION OF AMERICA
is a domestic corporation or a domestic limited liability company organized under the laws of this state and that
its date of incorporation or organization is May 09, 2002.
I further certify that said corporation or limited liability company has, within its most recently completed report
year, filed an annual report required under ss. 180.1622, 180.1921, 181.0214 or 183.0212 Wis. Stats., but that it
has not filed a statement or articles of dissolution.
CRAIG HEILMAN, Administrator
Division of Corporate and Consumer Services
Department of Financial Institutions
IN TESTIMONY WHEREOF, I have hereunto set
my hand and affixed the official seal of the
Department on June 09, 2023.
DFI/Corp/33
To validate the authenticity of this certificate
Visit this web address: http://www.wdfi.org/apps/ccs/verify/
Enter this code:363541-C1931C23
United States of America
State of Wisconsin
DEPARTMENT OF FINANCIAL INSTITUTIONS
Division of Corporate & Consumer Services
TAB 5
PROJECT DESCRIPTION
Commonwealth Development Corporation of America
www.commonwealthco.net
Tab 5: Project Description - "The Corridor"
Commonwealth Development Corporation of America (CDC) is proposing a mixed-use, mixed-income and
mixed-design development that embraces the unique dynamics of both Jefferson and Main Street sides
of the 600 block while achieving many of the recommendations set forth in the Housing Needs
Assessment and delivering an impactful redevelopment of the neighborhood.
We envision The Corridor as an attractive 55-unit development offering a blend of affordable and
market-rate housing with one-, two- and three- bedroom units serving a healthy mix of households
ranging from 30% AMI to 80% AMI market rate housing. Units will be constructed in accordance with
Universal Design principles, with 12 accessible units designed to serve individuals with disabilities. The
development will meet high sustainable design standards, achieving Enterprise 2020 Green
Communities Criteria or LEED Silver Certification.
Population Bedroom # Number of Units Gross Rents Designated Use Sq.Ft.
30% AMI
1 5 506 Apartment Units 54,687
2 7 607 Resident Amenities 5,523
3 6 702 Stairs/Hallway 7,903
50% AMI
1 5 843 Childcare Center 2,922
2 4 1012 Childcare Playground 1,760
3 3 1170 Outdoor Courtyard 1,514
80%+ AMI
1 5 1214 Lawn / Landscaping 16,456
2 12 1457 Total Building SF 71,035
3 8 1685 Total Greenspace SF 19,730
Rents and unit mix subject to change
Onsite resident amenities will improve quality of life and resident self-sufficiency, including: free internet
access in units and common areas; a strength and fitness workout center; a professional resident work
office equipped with computers, printer, and desktop workspace; and in-unit EnergyStar appliances and
laundry. The landscaped site will include bike racks and picnic areas. Onsite property management and
integrated space for 3rd party service providers will ensure a professional and accommodating living
environment that positively contributes to the downtown community.
First floor commercial space facing Main Street is proposed as a multi-shift childcare center, in partnership
with the local nonprofit Oshkosh Child Development group. Designed as a qualified Community Service
Facility, the childcare center will primarily serve households below 60% AMI, while offering unique hours
and family support to service industry workers and second-shift workers (such as the many restaurant
and hospitality workers within the downtown area), as well as those participating in evening schooling
and career advancement opportunities. Operating as Oshkosh’s sole 2-shift group childcare center and
offering afterschool services and homework support to school-aged children, the center will create
opportunities and support advancement for both children and adults in the neighborhood.
CDC has secured real estate rights to the 656 N. Main
assemblage (shown in yellow), providing for a comprehensive
development parcel in conjunction with the parcels of the city
RFP. The dilapidated Main Street Resale building and adjoining
large metal shed will be demoed as part of this development.
The project design will effectively integrate with the existing
neighborhood environment along Jefferson by minimizing
building height, incorporating increased landscaping, and
utilizing a townhome-style construction, while incorporating
private patios and balconies to soften the façade and to provide opportunity for neighbor interactions.
Development along Main Street, which will provide 3-story housing situated above active commercial
space, will offer an urban, downtown feel while balancing the character attributes of the century-old
neighborhood setting. A contoured façade with prominent glazing and a vibrant commercial appeal will
be balanced by brick and subtle accents to create an intriguing development embracing the city’s early
character such as that of Wagner Opera House blended with modern utilitarianism as achieved by
the Oshkosh Food Cooperative, while incorporating green space and urban park-like features –
altogether creating a healthy, livable setting with laughing children at play alongside urban residents
enjoying the highest quality housing available on N. Main while their neighbor works hard to achieve new
professional heights supported by the many key project amenities.
Situated near a designated bicycle lane and GO Transit Bus Route 2, and within walking/biking distance
to job opportunities and the many quality of life amenities offered in the downtown neighborhood, the
development proposes expanded secure bicycle parking (one for each unit) with a reduced number of
vehicle parking stalls (one per unit). The correlating reduction of pavement will reduce stormwater
impact while enabling greater childcare playground space, landscaping, and resident green space.
The development timeline is as follows:
2023
Apr Secure Main Street parcels Completed
May Present to Winnebago County Human Services Leadership (Lu Scheer, Bill
Topel, Jon Doemel)
Completed
Jun Formalize partnership with Oshkosh Childcare Development Completed
Engage Oshkosh Kids Foundation Completed
Engage City of Oshkosh, submit RFP Completed
Jul-Oct Site assessment work, childcare planning, city/stakeholder engagement
Oct-Nov Finalize soft funding, zoning and entitlements
Dec WHEDA Tax Credit Application
2024
Jan-Mar Stakeholder engagement, gap financing development
Apr-May WHEDA tax credit awards
May-Sep Finalize building permits and approvals, Investor due diligence, Engage 3rd
party services (ADA consultant, Green consultant, etc)
Sep-Oct GC Contract / Value Engineering, Finalize Childcare Program & Licensing
Oct-Nov Close with lender, investor and gap financing; Begin construction
Total development cost is projected at $19.2 million, with CDC securing $14.8 million in private debt and
equity investment and an additional $4.5 million in gap financing through city, county, and state partners.
CDC has
secured the
656 Main St
parcels as
shown in
yellow. City
RFP lots are
bounded in
white.
TAB 6
CONCEPT PLAN
Concept Plan
A. Site Plan
Commonwealth Development
Corporation of America
1 BED: 15
2 BED: 23
3 BED: 17
TOTAL: 55
1ST
FLOOR PLAN
SCALE: 1" = 30'-0"NORTHNORTH
PRELIMINARY
SITE PLAN
SCALE: 1" = 30'-0"
14
APARTMENT
UNITS
APARTMENT
UNITS
UNDERGROUND
STORM CHAMBER
9
14
28
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MIDRISE
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SITE SIGNAGE
UNDERGROUND
STORM CHAMBER
SITE SIGNAGE
BIKE RACKS
BIKE RACKS
PRIVACY HEDGING
BIKE RACKS
TRASH
ENCLOSURE
TRASH
ENCLOSURE
CHILDCARE
PLAYROUND
CHILD
DEVELOPMENT
FACILITY
STAIRS /
CORRIDOR
AMENITY
OUTDOOR SPACE
BIKE RACKS
OFFICE/BUSINESS
CENTER/RESTROOMS
APARTMENT
UNITS
FITNESS
MECH / ELEC./
ELEVATOR
COMMUNITY
ROOMN.
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TRASH
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TRASH
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CHILDCARE
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LABEL (3) STALLS
"DEDICATED
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MIN. DROP OFF"
AMENITY
OUTDOOR SPACE
BIKE RACKS
CHILD DAYCARE
FACILITY
CHILD DAYCARE
PLAYGROUND
APARTMENT
AMENITY SPACES
APARTMENT
UNITS
STAIRS AND
CORRIDORS
APARTMENT OUTDOOR
COURTYARD
DESIGNATED USE S.F.
2,922 S.F.
1,760 S.F.
5,523 S.F.
54,687 S.F.
7,903 S.F.
1,514 S.F.
ASPHALT
CONCRETE
GREEN/LANDSCAPING
(EXCLD. ALL OTHER USES)
PROPOSED BUILDING
(FOOTPRINT ONLY)
23,180 S.F.
5,243 S.F.
26,780 S.F.
16,456 S.F.
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2ND
FLOOR PLAN
SCALE: 1" = 30'-0"NORTH
3RD
FLOOR PLAN
SCALE: 1" = 30'-0"NORTH
CHILD DAYCARE
FACILITY
CHILD DAYCARE
PLAYGROUND
APARTMENT
AMENITY SPACES
APARTMENT
UNITS
STAIRS AND
CORRIDORS
APARTMENT OUTDOOR
COURTYARD
DESIGNATED USE S.F.
2,922 S.F.
1,760 S.F.
5,523 S.F.
54,687 S.F.
7,903 S.F.
1,514 S.F.
9
14
28
55
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9
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MECH / ELEC./
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STAIRS /
CORRIDOR
APARTMENT
UNITS
MECH / ELEC./
ELEVATOR
STAIRS /
CORRIDOR
APARTMENT
UNITS
ASPHALT
CONCRETE
GREEN/LANDSCAPING
(EXCLD. ALL OTHER USES)
PROPOSED BUILDING
(FOOTPRINT ONLY)
1 BED: 15
2 BED: 23
3 BED: 17
TOTAL: 55
9
23,180 S.F.
5,243 S.F.
26,780 S.F.
16,456 S.F.
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Concept Plan
B. Elevations
Commonwealth Development
Corporation of America
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PRELIMINARY
SHEET DATES:
A1.0
FIRST FLOOR
0' -0"
TRUSS BEARING
27' -4"
THIRD FLOOR
19' -2"
PARAPET
30' -4"
TOP PARAPET
31' -4"
SECOND FLOOR
10' -0"
FIRST FLOOR
0' -0"
TRUSS BEARING
27' -4"
THIRD FLOOR
19' -2"
PARAPET
30' -4"
TOP PARAPET
31' -4"
SECOND FLOOR
10' -0"
1/8" = 1'-0"4 West
1/8" = 1'-0"3 South
1/8" = 1'-0"2 North
1/8" = 1'-0"1 East
BUILDING 1 - 39-UNIT
MIXED USED MIDRISE
SCALE: 18 1
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PRELIMINARY
SHEET DATES:
A1.1
BUILDING 2 3
8-UNIT TOWNHOMES
SCALE: 18 1
-0
FIRST FLOOR
0' -0"
SECOND FLOOR
10' -0"
TRUSS BRG.
18' -3"
FIRST FLOOR
0' -0"
SECOND FLOOR
10' -0"
TRUSS BRG.
18' -3"
FIRST FLOOR
0' -0"
SECOND FLOOR
10' -0"
TRUSS BRG.
18' -3"
1/8" = 1'-0"1 East
1/8" = 1'-0"2 North
1/8" = 1'-0"3 South
1/8" = 1'-0"4 West
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Concept Plan
C. Rendering
Commonwealth Development
Corporation of America
TAB 7
FINANCING PLAN
Commonwealth Development Corporation of America
www.commonwealthco.net
Tab 7: Financing Plan
Sources and Uses
SOURCES
Federal LIHTC Equity $ 8,025,720
State LIHTC Equity 3,630,428
First Mortgage (Debt) 3,356,000
DOA HOME Loan 1,000,000
AHP 1,000,000
City 1,500,000
WEDC 250,000
Deferred Fee 529,333
Total $ 19,291,481
USES
Land $ 462,500
Hard Construction 14,229,600
Design & Engineering 666,560
Professional Services 117,000
Financing Costs 1,128,621
Fees and Soft Costs 2,390,374
Debt & Operating Reserves 296,826
Total $ 19,291,481
a. City of Oshkosh Investment
Commonwealth Development Corporation (CDC) is seeking $1.5 million in gap financing support
from the city of Oshkosh, facilitating more than $12 of development activity for every $1 invested
by the city. We anticipate finalizing assistance source terms in collaboration with the city over
the next five months, with the goal of achieving a mutually beneficial agreement that in turn
supports a mutually beneficial development.
We also request the city reserve their $250,000 WEDC grant submission for the year 2024 to
support this project.
b. Developer Financial Capacity
As a national leader in affordable housing development and construction, with more than 20
years of success at securing the financing necessary to deliver high quality affordable housing,
CDC has a proven history of financial capacity to successfully complete this project. CDC
understands the financial guarantees required to secure debt and equity commitments and has
sufficient capacity in both liquidity and net worth.
At the sole request of city staff, Commonwealth is willing to provide company financials.
c. Business Concept and Project Marketing
The development will implement an array of proven actions to quickly achieve stabilization,
including measures to reach populations outside of which are reached through traditional
marketing methods.
One of the most impactful actions is direct contact with the local stakeholder community. CDC
will prioritize the following:
• Notification of local partners including the Oshkosh Housing Authority, Day by Day
Warming Shelter, Tiny Homes Village, Father Carr’s, ADVOCAP, Christine Ann Services,
and COTs will ensure individuals on local waiting lists and at greatest need of housing are
reached. CDC will coordinate meetings with these parties and will provide marketing
material for posting and distribution.
• CDC will attend a Tri County Housing Continuum meeting to discuss the project and
distribute print materials, reaching members of the local housing coalition.
• Print materials will be provided to local agencies including the Boys & Girls Club, YMCA,
Oshkosh Area School District, Legal Action, Forward Services, Habitat for Humanity, St
Vincent DePaul, Salvation Army, GoEDC, the Oshkosh Community Foundation, and the
League of Women Voters.
• Outreach to local governmental units will occur, including communication with the
Oshkosh Police Dept, City Planning & Development, County Aging & Disability Resource
Center, County Human Services, County Health, and Public Library.
• CDC will work with World Relief and School District staff to ensure refugee and limited
English households have access to project information in a manor that is accessible to
them.
• CDC intends to work with Oshkosh Healthy Neighborhoods to facilitate a meeting and
ongoing communication with our neighborhood partners.
• As a member of the downtown community, CDC intends to engage the downtown
Business Improvement District
Traditional marketing will occur, including a website, social media, print flyers and handouts, and
limited paid advertisement when necessary. In addition, the project will be included in the state’s
WiHousingSearch.org website.
A Fair Housing Marketing Plan will be put in place to ensure compliance with Fair Housing law and
to ensure fair access to the opportunities provided by the development.
As of RFP submission, the CDC team has initiated outreach to:
• Winnebago Veterans Association office
• Winnebago County Human Services
• Oshkosh Housing Authority
• Oshkosh Kids Foundation
• ADVOCAP
• City of Oshkosh Planning Staff
• Oshkosh Child Development
The target markets for the development include singles and families with qualifying incomes
between 30% and 80% AMI.
The development will work to establish a partnership with a local service and/or housing provider
to implement a prioritization system to better serve traditionally hard-to-house populations.
Preliminary outreach has occurred with Winnebago County (potential to serve AODA recovery
singles), Oshkosh Kids Foundation (to serve families transitioning out of the Tiny Home Village),
and Winnebago County Veterans Association (to serve Veterans).
d. WHEDA LIHTC Scoring
Initial estimates suggest a score of 207, which is quite competitive when looking at the General Pool
of submissions for the 4% Federal & State Tax Credits which featured cut-off scores of 192 in 2023.
CDC is proposing a 4% financed project vs. a 9% financed project for a host of reasons including the
following.
Competitiveness: This means that the competition for obtaining financing through WHEDA's 4%
LIHTC program is not as intense as it is for the 9% program. To illustrate, the minimum score
required to receive funding through the 9% program in 2023 was 215, while the estimated score
for this particular project is 219. This suggests that the project has a four-point advantage in the
9% program, but a 15-point advantage in the 4% program. CDC appreciates the cooperation of
local authorities in developing this project and wants to ensure that it is funded on the first
attempt, which is why they are advocating for the financing option that provides the greatest
competitive advantage.
Annual Credit Amount: The 9% program has a limit of $1,400,000 in Federal LIHTC for a single
application per year. However, CDC's projection for the project is that it will receive $927,922 in
annual 4% Federal LIHTC and $840,461 in annual 4% State LIHTC, for a total of $1,768,383. This
makes the 4% program the most efficient option for financing the project.
Floating Credit Amount: Another advantage of a 4% project is that the amount of Federal LIHTC
it receives is not locked in at the time of award, unlike a 9% project. This means that if the project
experiences cost escalation in the future, it can offset these increases by leveraging additional
LIHTC equity, which reduces the need for an additional municipal request in the future. This is a
luxury that 9% projects do not offer, as the amount of Federal LIHTC they receive is locked in at
the time of award.
e. Offer Price
CDC will exceed the city’s asking price as noted in the RFP by 25%, offering $112,500.
TAB 8:
APPROACHES TO
ADDRESSING THE CITY OF
OSHKOSH’S HOUSING
NEEDS ASSESSMENT AND
STRATEGY PLAN
Commonwealth Development Corporation of America
www.commonwealthco.net
Tab 8: Housing Needs Assessment
The proposed development accomplishes multiple local housing and development goals as set forth in the city’s March
2022 “A Place in Oshkosh: A Housing Needs Assessment and Strategy Plan”, while also aligning with other key
neighborhood and community plans including the Imagine Oshkosh Plan and Comprehensive Plan Update 2040. The
project delivers a mixture of diverse housing options serving a range of household income levels while addressing
affordability and workforce housing needs in a physical environment that incorporates services, accessibility, and an
alternative mixed-use development type. The development concept was heavily influenced by the Housing Needs
Assessment, and in many ways is a direct product of the study.
The project’s mix of one-, two- and three-bedroom units provides opportunities for a range of family sizes and life stages
to benefit from the development.
•The incorporation of three-bedroom units provides a safe and healthly living alternative to the existing affordable
housing inventory for larger Oshkosh households, which often poses a risk of childhood lead poisoning resulting
in the region’s highest number of lead poisoning cases (pg 66) and entail poor energy efficiency performance withconsiderable deferred maintenance (pg 124). The project will achieve green rating and Energy Star status andwill offer new construction with no deferred maintenance or site hazards.
•The project’s incorporation of Universal Design and other accessibility features aligns with the goal of creating
housing that provides “access to people with a wide range of abilities, disabilities, and other characteristics” (pg
69).
Serving a range of household levels from 30% AMI to 80% AMI market rate will deliver a product that meets the needs
of multiple income levels within the community from very low-income households to middle-income workforce
households.
•Gross rents (rent and utility costs) at the 30% and 50% AMI levels will be set at approximately 30% of
household income, helping to reduce the disproportionately high number of renters in Oshkosh who are cost
burneded (as compared to peer cities), whereby families are paying more than 30% of their household income
on housing costs (pg 7).
•Incorporating a broad range of income types also directly aligns with the report’s Housing Production Needs
analysis, which concludes that “Production must be balanced across price points to prevent further affordability
issues” (pg 48).
•The incorporation of 50% and market rate units with affordable rents helps to address a reoccurring citation that
“middle income households are then faced with more affordability challenges” (pg 7), while the market rate units
provide a quality affordable option for professionals new to the workforce, for starting families, and retirees.
•Serving households at 30% AMI addresses the city’s affordability balance in which “A large deficit of units is for
households making less than $25,000” (pg 37).
The project location positively contributes to infill and density goals that will help the city achieve projected housing
inventory production goals.
•Incorporating a projected 23 units with rents below $1,000 per month provides a rare new-construction opportunity
to contribute to the more than “400 rental units (that) will need to be produced with rents below $1,000 per
month” (pg 53).
•Maximizing density use of this assemblage of parcels will provide the greatest possible impact on the
housing inventory needs projections, which forecast a need of almost 1,700 new units by 2030 (pg 8).
•The combined unit mix will positively impact the plan’s recommended housing production goals in three of the
four rental categories, as shown below (pg 53):
The combination of unit sizes, income mixes, mixed uses, and location together address many key components of the
report’s Housing Development Program recommendations (pg 106-108), including:
•Incorporation of mixed-use components within the development (commercial space occupied by childcare
provider) addresses recommendations for “Mixed housing environments that integrate different types and price
points into coherent developments and… that integrate housing, services, retail, and/or employment."
•“Delivering new, moderately priced products that are affordable to the preponderance of Oshkosh residents and
families."
•“Creating new products that appeal to the needs of urban families and older adults."
•“Building enough units at one time to realize efficiencies of scale."
•“Creating developments in potential revitalization areas with adequate critical mass to affect the image of the
neighborhood and offer a higher degree of financial security to prospective residents."
•“Developing market-rate rental housing affordable for moderate to middle-income households."
The project’s delivery of new-construction, affordable workforce housing in collaboration with the city aligns with
recommendations from the report’s Development Policy Agenda for addressing housing gaps at lower income levels
and providing desired housing for workforce needs.
•Commonwealth Development will be leveraging more than $14.8 million in private equity and financing, supported
by a projected $4.5 million in public gap financing through state and local resources. City support for this type of
development is encouraged by the plan, with the recommendation that “Public policy related to risk reduction
and financing should focus on encouraging development of affordable moderate and medium cost housing,
where financing gaps and challenges are more likely to keep the market from satisfying the need” (pg 106).
•The report details the challenge for creating much needed moderate income and workforce housing, which
comprises about 30% of the 10-year demand. The plan’s description is identical to this project: “This price
category ($200k-$300k) has difficulty supporting the cost of new infrastructure in conventional development. Infill
development on sites or lots that use existing infrastructure and higher-density housing forms that reduce
the unit cost of public improvements are viable approaches, but infill faces the various obstacles discussed above.
Most development in this range can be accomplished privately with public incentives” (pg 104).
•Lower income housing is projected to represent 30% of 10-year market demand. While the report notes “It is
virtually impossible for new construction to serve this significant market category without deep assistance”, this
project delivers a projected 33 units of new construction housing serving households at or below 50% AMI with
moderate assistance required.
The project delivers an alternative development type in alignment with plan goals through the following:
•Provides a mix of housing types, including neighborhood compatible townhome-style housing along JeffersonStreet and mixed-use urban design along Main Street.
•Incorporates service-oriented commercial use along Main Street through the proposed childcare facility.
•Includes three-bedroom apartments, handicap-accessible units, and impactful resident amenities such as freeInternet access, in-room laundry, and a resident clubhouse.
•Serves a mix of income types, from very low income to unrestricted market rate.
The mixed-use higher density infill land use also aligns with the Imagine Oshkosh City Center Master Plan and the Future
Land Use Mapping of the 2040 Comprehensive Plan.
•Imagine Oshkosh asserts in the opening recommendations for the Downtown Core area that “The City should
continue to encourage high-density mixed-use development” and “should support redevelopment of
underutilized properties” (pg 20, Imagine Oshkosh).
•The Future Land Use Map identifies this section as the Center City, which
includes recommended medium and high density residential housing with multi-
story developments and the highest allowable densities.
Site
TAB 9
SUPPORTING
DOCUMENTATION
Supporting Documentation
A. Oshkosh Child Development Center
- Letter of Collaboration
- Childcare Center Overview and FAQ
Commonwealth Development
Corporation of America
What: Oshkosh Child Development Center (OCDC) is a proposed non-profit youth learning and
development center serving ages six-weeks to 12 years focused on improving access to
childcare services for low- and moderate-income households parƟcipaƟng in the
workforce, educaƟon and skills development programming, and career advancement
acƟviƟes.
Unique to OCDC is its two-shiŌ model, serving as the only licensed group childcare
center in Oshkosh providing services from 5:30am through 11:30pm on weekdays.
OCDC will provide an inclusive and welcoming learning environment that provides
children with an inclusive and welcoming environment that is ADA accessible, offers
aŌerschool homework help, includes resources and support from community
providers, offers three meals per day, and offers evening hours to also enable parents
and care takers to take a night off.
Where: Located along the 600 Block of North Main Street and Jefferson Street in downtown
Oshkosh on the first floor of the new Commonwealth Development CorporaƟon of
America mulƟfamily affordable housing development.
Why: Childcare is a pressing economic issue for working families across the country. It is
esƟmated that 65% of young children have all available parents in the workforce. Single
parents spend over half of their income on housing expenses and a third on childcare,
leaving them with less money for educaƟonal expenses. In Winnebago County, a single
parent with one child could expect to spend fiŌy percent of their pretax income on
housing and childcare combined. Daycares that offer 2nd shiŌ provide opportuniƟes for
parents to work evening shiŌs, not only in 24-hour run faciliƟes, but in local retail,
restaurants, and other service industries. Also, an opportunity to conƟnue their
educaƟon by aƩending evening classes. The economic impact of more available
workers in the evening is an obvious win for business owners who are struggling to keep
a full staff.
Who: OCDC is a joint project with Commonwealth Development CorporaƟon of America
(CDC). OCDC has 501(c)3 status as a non-profit daycare center. OCDC intends to partner
with CDC as a community partner working to expand access to quality affordable
housing that posiƟvely impacts neighborhoods and communiƟes.
Oshkosh Child
Development Center
Oshkosh Child Development Center
Frequently Asked Questions
1. When will the center open?
OCDC is currently in the planning and development stage, in conjuncƟon with Commonwealth
Development CorporaƟon of America’s new affordable workforce housing development at this
site. Center plans are expected to be finalized early 2024, with pre-enrollment beginning late
2024 and operaƟons beginning mid-2025.
2. Will the center be licensed?
Yes. OCDC will be a Licensed Group Child Care Center cerƟfied by the Wisconsin Department of
Children and Families.
3. Will the center accept childcare assistance?
Yes.
4. What are the proposed hours and days of operaƟon?
Monday through Friday: 5:30 am - 11:30 pm
5. Do other communiƟes have licensed group childcare programs that offer evening services?
Yes. Nearby communiƟes including Waupaca, Menasha, Kimberly, and Brillion all have group
childcare centers that offer services in the evening.
6. Is the childcare center only available to residents at the same locaƟon?
No. While OCDC will provide an applicant list preference to residents at the site, the childcare
will be designed to meet the needs of the neighborhood and greater community and will accept
students from households that work or live within the greater Oshkosh community.
7. Will the childcare center sƟll happen if the housing development does not?
No. This opportunity is conƟngent upon Commonwealth Development successfully developing
the housing project, of which the OCDC is an integrated part of.
Supporting Documentation
B. Local Letter of Support
Commonwealth Development
Corporation of America
June 21,2023
Tyler Sheeran
Vice President of Development
Commonwealth Development Corp
Dear Tyler,
Oshkosh Kids Foundation is a not-for-profit organization dedicated to helping children of homeless and
struggling families in Oshkosh,WI.An important part of our work is helping families secure safe and
secure housing,including development of the new Tiny House Village providing temporary housing with
supportive services.A shortage of affordable housing options in the region poses a challenge for
securing permanent housing for our families and other lower income households.
I am pleased to write this letter of support for the Commonwealth Development Corp mixed income
development located on the 600 Block of Jefferson and North Main Street in downtown Oshkosh.The
addition of high-quality affordable housing will have an immediate impact on our community’s ability to
provide safe and secure housing to our residents.
The incorporation of the proposed childcare center with evening hours will be a direct benefit to our
families,who often work evening hours and who are left without a licensed center that provides a
nurturing and educational setting for their kids.
We are excited at the opportunity to work together to identify avenues for Tiny House Village families to
transition in the new development,and to identify ways to continue to support our families to help
ensure long-term success.
Thank you,
Jul Dum
Julie Dumke
Director
Oshkosh Kids Foundation
oshkoshkids.org
Supporting Documentation
C. Financial Readiness
Commonwealth Development
Corporation of America
June 21st, 2023
Mr. Tyler Sheeran
Commonwealth Development Corporation
Middleton, WI 53562
Re: Main Street
Oshkosh, WI
Dear Mr. Sheeran,
Red Stone Equity Partners LLC (“Red Stone”) is pleased to be given an opportunity to submit a proposal
on Main Street (“Project”) located in Oshkosh, Wisconsin. This letter serves as an outline of the business
terms regarding the acquisition of limited partnership interests in a to-be-formed Limited Partnership
(the “Partnership”) that will own the Project. Red Stone or its designee (the “Limited Partner”) will
acquire a 99.99% limited partner interest (the “LP Interest”) and a 0.001% special limited partner
interest (the “SLP Interest”) in the Partnership. This proposal contains an outline of suggested terms
only, and it does not represent a commitment by Red Stone or create any obligation whatsoever on Red
Stone’s part to provide equity financing for the Project. It is for discussion purposes only, and the
outlined terms have not received final approval by Red Stone’s investment committee. Further, this
proposal replaces and voids any and all previous financing proposals by Red Stone for the Project. Any
commitment shall only be as set forth in a to-be-negotiated partnership agreement and will be subject
to, among other things, (i) satisfactory transaction structure and documentation, (ii) satisfactory due
diligence, including third party reports and (iii) other standard conditions for transactions of this type
as described more fully in Paragraphs 14 and 15 below.
1. Project Information. The Partnership has been formed to acquire, own, develop and operate
the Project, which is anticipated to be eligible to claim Low Income Housing Tax Credits
(“Housing Credits”) under Section 42 of the Internal Revenue Code. The Project will consist of
a total of 55 residential units, with 55 residential units for rent to low-income families. The
Project will consist of three residential building to be located in the City of Oshkosh, Winnebago
County, within the State of Wisconsin. Within the Project, 55 of the units are expected to be
Housing Credit compliant. The residential units mix shall reflect the detail below and shall
conform to any other set-asides as required by the Wisconsin Housing and Economic
Development Authority. If the Average Income Test is used to meet the Minimum Set-Aside
Test, no residential units comprising the low-income component of the Project will be rented
at market rate without Red Stone’s consent. The means for such conformance shall be reviewed
and approved by Red Stone.
2
Unit Type Number of Units Income Restrictions
1 BR/1 BA 5
5
5
30% AMI
50% AMI
80% AMI
2 BR/1 BA 7
4
12
30% AMI
50% AMI
80% AMI
3 BR/2 BA 6
3
8
30% AMI
60% AMI
80% AMI
The construction and lease-up schedule expected for the Project, and upon which the credit
pricing and deal terms are contemplated herein, are as follows:
2. Project Ownership. A to-be-formed entity controlled by Commonwealth Development
Corporation (the “General Partner”) will be a taxable, single purpose, bankruptcy remote entity
with a 0.009% ownership interest in the Partnership. Any change in the ownership of the
General Partner shall be subject to Red Stone’s consent. The anticipated ownership structure
and other key participants in the Project are set forth below. All key participants are subject to
the review and approval of Red Stone.
Entity Name Ownership Interest
General Partner A to-be-formed entity controlled by
Commonwealth Development Corporation
0.009%
Limited Partner To-be-formed 99.99%
Special Limited Partner Red Stone Equity Manager, LLC, or its
designee
0.001%
Developer Commonwealth Development Corporation
Guarantors1 The Developer
General Contractor Commonwealth Construction Corporation
1 The Guarantors will guarantee the General Partner’s obligations (including, without limitation, those set forth in
Paragraph 7 herein), will do so on a joint and several basis, and, like other key participants, are subject to the
review and approval of Red Stone.
Initial Closing Oct 1, 2024
Completion April 1, 2026
First Unit Leased Oct 1, 2025
Last Unit Leased July 1, 2026
Final Closing Oct 1, 2026
8609s Dec 1, 2026
3
Property Manager Commonwealth Management Corporation
3. Tax Credits. The Project is applying for an allocation of 4% Housing Credits from the Wisconsin
Housing and Economic Development Authority (the “Agency”) for the year 2024 in an annual
amount of $927,922. The total Housing Credits anticipated to be delivered to the Partnership
is $9,279,220 (the “Projected Federal LIHTC”). The Project also expects to receive an allocation
of State Housing Credits from the Agency in the annual amount of $840,461. The total State
Housing Credits anticipated to be delivered to the Partnership is $5,042,766.
Any decision to delay the commencement date of the Housing Credit period beyond 2025 is
subject to Red Stone's consent. In addition, any decision to commence the Housing Credit
period prior to August, 2026 is subject to Red Stone’s consent.
4. Capital Contribution. Red Stone will acquire its Limited Partner Interest in the Partnership for
a total capital contribution of $11,656,148, subject to adjustment in Paragraph 5 below. This
capital contribution is based on the following pricing:
Credit Type Total amount LP amount Pricing Factor Equity
Projected Federal LIHTC $9,279,220 $9,278,292 $0.865 $8,025,720
Projected State LIHTC $5,042,766 $5,042,261 $0.72 $3,630,428
Total $11,656,148
The above pricing assumes 100% of residential depreciation being taken over 30 years; 100% of
depreciation on site improvements being taken over 15 years; and 100% of depreciation on
personal property being taken over 5 years. The allocation of the depreciable line items,
including bonus depreciation election, is subject to Red Stone’s review and approval. The
Partnership will, if requested by Red Stone, engage an accounting firm approved by Red Stone
to perform a cost segregation study, the cost of which will be paid by the Partnership.
Red Stone will fund its capital contribution pursuant to the following schedule:
A. 20.00% ($2,331,230) shall be paid upon the later of (a) the execution of the Partnership
Agreement, (b) receipt and approval of all due diligence items on Red Stone's due
diligence checklist, (c) receipt by the Partnership of commitment for a non-recourse
permanent loan acceptable to Red Stone, (d) receipt of commitments for all anticipated
rental subsidies, (e) receipt of commitments of the additional financing sources
described in Paragraph 11, and (f) closing and initial funding of the construction loan.
B. 20.00% ($2,331,230) upon the later of (a) satisfaction of the funding conditions
described in (B) above, (b) receipt of temporary certificates of occupancy, (c) receipt of
an architect’s certificate of lien-free substantial completion, (d) receipt of a preliminary
cost certification from an independent public accountant and (e) April 1, 2026.
4
C. 48.3% ($6,814,184) upon the later of (a) satisfaction of the funding conditions described
in (C) above, (b) receipt of permanent certificates of occupancy, (c) receipt of the final
cost certification from an independent certified public accountant, (d) repayment of the
construction loan and funding of the Project’s permanent mortgage (or such condition
will be met concurrently with the payment of this installment), (e) satisfaction of all
funding conditions required for the permanent mortgage, including without limitation,
three consecutive months of a 1.15 to 1.00 Debt Service Coverage ratio (“DSC”) and 90
days of 90% occupancy, (f) achievement of 100% qualified occupancy, (g) receipt of
fully-executed copies of all rental subsidy contracts, (h) calculations of the preliminary
adjusters have been prepared, and (j) October 1, 2026.
D. 1.54% ($179505) upon the later of (a) satisfaction of the funding conditions described
in (C) above, (b) receipt of IRS Form 8609s and a recorded extended use agreement, (c)
receipt and review of an acceptable initial tenant file audit, (d) calculations of final
adjusters have been prepared.
5. Adjusters.
A. Increase or Decrease in Housing Credits. In the event that actual Housing Credits as
determined by the cost certification and 8609s exceeds Projected Federal LIHTC, Red
Stone will pay an additional capital contribution equal to the product of (i) $.865
multiplied by (ii) the difference between the actual Federal LIHTC and the Projected
Federal LIHTC. In the event that actual Housing Credits as determined by the cost
certification and 8609s are less than Projected Federal LIHTC, Red Stone’s capital
contribution will be reduced by an amount equal to the product of (i) $.865 multiplied
by (ii) the difference between the Projected Federal LIHTC and the actual Federal LIHTC
(“Federal Adjustment Amount”). If the Federal Adjustment Amount exceeds the total
of all unfunded capital contributions, then the General Partner will make a payment
(which payment shall be guaranteed by the Guarantors) to the Partnership equal to the
amount of such excess, and the Partnership will immediately distribute such amount to
Red Stone as a return of its capital contribution.
B. Timing of Housing Credit Delivery. In addition to the Federal Adjustment Amount, Red
Stone’s capital contribution will be similarly reduced in the event that the actual
delivery of Housing Credits is slower than the anticipated schedule set forth in
Paragraph 3. The amount (the “Late Delivery Adjustment”) of this reduction will equal
the product of (i) $0.50 multiplied by (ii) the difference in the Projected Federal LIHTC
and actual Housing Credits for such years are less than the amounts shown in Paragraph
3. Conversely, in the event that the actual delivery of Housing Credits exceeds the
anticipated schedule set forth in Paragraph 3, Red Stone will pay an additional capital
contribution (the “Early Delivery Adjustment”) equal to the product of (i) $0.40
multiplied by (ii) the difference between actual Housing Credits and the Projected
5
Federal LIHTC. Red Stone will pay such additional capital contribution at the funding of
its final capital contribution installment.
C. Increase or Decrease in State Housing Credits. In the event that actual State Housing
Credits as determined by the cost certification and 8609s exceeds Projected State
LIHTC, Red Stone will pay an additional capital contribution equal to the product of (i)
$0.72 by (ii) the difference between the actual State LIHTC and the Projected State
LIHTC. In the event that actual Housing Credits as determined by the cost certification
and 8609s are less than Projected State LIHTC, Red Stone’s capital contribution will be
reduced by an amount equal to the product of (i) $0.72 multiplied by (ii) the difference
between the Projected State LIHTC and the actual State LIHTC (“State Adjustment
Amount”). If the Adjustment Amount exceeds the total of all unfunded capital
contributions, then the Managing Member will make a payment (which payment shall
be guaranteed by the Guarantors) to the Company equal to the amount of such excess,
and the Company will immediately distribute such amount to Red Stone as a return of
its capital contribution.
D. Timing of State Housing Credit Delivery. In addition to the State Adjustment Amount,
Red Stone’s capital contribution will be similarly reduced in the event that the actual
delivery of State Housing Credits is slower than the anticipated schedule set forth in
Paragraph 3. The amount (the “State Late Delivery Adjustment”) of this reduction will
equal the product of (i) $0.35 multiplied by (ii) the difference in the Projected State
LIHTC and actual Housing Credits for such years are less than the amounts shown in
Paragraph 3.
Notwithstanding the above, in no event will the net additional Capital Contribution to be paid
by Red Stone exceed 5% of the total original Capital Contribution amount, and Red Stone will
pay such additional Capital Contribution at the funding of its final capital contribution. Such
additional Capital Contribution will be used to pay any outstanding fees owed to Red Stone and
then will be distributed in accordance with the provisions of Paragraph 10(B), below.
6. Reserves. The Partnership will fund the following reserves:
A. Operating Reserve. The Partnership will fund and maintain an Operating Reserve to be
funded from the third Capital Contribution in an amount of $296,826. Any release of
funds from the Operating Reserve will be subject to Red Stone’s consent. Pursuant to
Paragraph 10(B), the Operating Reserve will be replenished up to $296,826 (the
“Minimum Balance”) from cash flow to the extent withdrawals are made. No
withdrawals may be made from the Operating Reserve until the Maximum ODG
Amount (as defined in Paragraph 7(B) below) is funded by the General Partner, as
required pursuant to Paragraph 7(B)(ii) below. Notwithstanding the foregoing, the
General Partner shall be entitled to withdraw funds from the Operating Reserve in
excess of the Minimum Balance without Red Stone’s consent; provided, however the
6
General Partner shall provide notification of any such withdrawals. To the extent the
balance of the Operating Reserve is less than the Minimum Balance at the expiration of
the ODG Period as described in Paragraph 7(B)(ii) below, the General Partner shall cause
the Operating Reserve to be replenished back to the Minimum Balance and the ODG
Period shall be extended until such Operating Reserve has been replenished. The
Operating Reserve shall remain an asset of the Partnership and shall be subject to
distribution in accordance with Paragraph 10(C) below, subject to the approval of any
project lenders.
B. Replacement Reserve. The Project operating expenses will include the funding of a
Replacement Reserve in the amount of $300 per unit or such other amount specified
by the project lenders increasing by 3% per annum. Any release of funds from the
Replacement Reserve will be subject to Red Stone’s consent.
7. Guarantees. The Guarantors will guarantee all obligations of the General Partner including,
without limitation, the following obligations:
A. Construction Completion Guarantee. The Guarantors shall guarantee the General
Partner’s obligation of lien-free completion of the Project in accordance with the plans
and specifications approved by Red Stone for the amount set forth in the approved
project development budget. The Construction Completion Guarantee will provide that
the Guarantors shall pay any amount in excess of the approved project development
budget as well as any Project deficiency arising prior to Stabilized Operations (as
defined in Paragraph 7(B) below). Payments made under this guaranty will not
constitute loans to the Partnership or capital contributions and no Guarantors will have
any right to receive any repayment on account of such payments.
B. Operating Deficit Guarantee. The Guarantors will agree to advance to the Partnership
any amounts required to fund operating deficits arising after the expiration of the
Construction Completion Guarantee, if needed, as follows:
(i) The guarantee shall be unlimited until the Project achieves “Stabilized
Operations”. Stabilized Operations is to be defined as the later to occur of (i)
construction loan payoff and conversion to approved non-recourse permanent
financing; and (ii) rental income generated from the Project is sufficient,
utilizing the greater of the actual or underwritten vacancy rate of 7%, to pay all
operating expenses of the Project, including, without limitation, all actual or
anticipated mandatory debt service; real estate taxes; insurance premiums;
management fees; and replacement and operating reserve deposits and
maintain a debt service coverage ratio of not less than 1.15 to 1.00 for 3
consecutive months after funding and commencement of amortization of the
Project’s permanent loan. To the extent applicable, if Project income is
insufficient to enable the Project to attain the required debt service coverage
necessary for the closing or conversion of all permanent loans, the Guarantors
will agree to pay down the construction loan in an amount necessary to allow
7
the Project to cause the closing or conversion of all permanent loans by the
conversion date required by the lender(s). Payments made under this
guarantee will not constitute loans to the Partnership or capital contributions
and no Guarantors will have any right to receive any repayment on account of
such payments.
(ii) Following (i) above, for a period of 60 months following the achievement of
Stabilized Operations (the “ODG Period”), the amount shall be limited to
$296,826 (the “Maximum ODG Amount”), and will be released provided the
Project maintains a minimum of 1.15 to 1.0 debt service coverage ratio over
each of the last consecutive 4 quarters of the ODG Period and any other
underwritten operating subsidy contract remains in place and unmodified. Any
amounts so advanced will constitute interest-free loans (an “Operating Deficit
Loan”) repayable out of future available cash flow or out of available proceeds
of a sale or refinancing described in Paragraph 10.
C. Repurchase Guarantee. The Guarantors will repurchase Red Stone’s interest upon the
occurrence of certain events described in the Partnership Agreement.
D. Housing Credit Shortfall and Recapture Guarantee. In addition to the Housing Credit
and Timing Adjusters set forth in Paragraph 5, if the actual amount of Housing Credits
or State Housing Credit for any year is less than Projected Federal LIHTC or Projected
State LIHTC set forth in Paragraph 3, as adjusted by Paragraph 5, the Guarantors will
guarantee payment to the Limited Partner of an amount equal to the shortfall, or
recapture amount, plus all applicable fees, penalties or other costs incurred by the
Partnership and/or Red Stone as a result of such shortfall or recapture. The Guarantors
will pay, on an after-tax basis, the Limited Partner $1.00 for each dollar of Housing
Credits lost, plus any related interest or penalties. The Guarantors shall not, though, be
responsible for loss or recapture of Housing Credits attributable to changes to the Code
after achievement of Stabilized Operations; provided, however, that, for purposes of
this provision, any amendment or modification to the Code or regulations thereunder
related to the Average Income Test as a mechanism to meet the Minimum Set-Aside
Test shall not constitute a change to the Code.
E. Environmental Indemnification. The Partnership and the Guarantors, jointly and
severally, shall indemnify and hold harmless the Limited Partner from and against all
claims, actions, causes of action, damages, costs, liability and expense incurred or
suffered based upon a violation of environmental laws, or respecting the presence of
environmental hazards.
F. Guarantors. The Guarantors will guarantee all of the General Partner’s obligations
including those set forth above. The Guarantors will maintain a minimum liquidity of
$1,000,000 and a minimum net worth of $5,000,000. The Guarantors will provide Red
8
Stone with annual financial statements evidencing compliance with the liquidity and
net worth covenants above.
8. Construction. The General Partner will arrange for a fixed or guaranteed maximum price
construction contract in the anticipated amount of $13,552,000. The General Partner will carry
a hard cost contingency of no less than 5%. The General Partner shall cause lien-free completion
to occur and shall provide either a payment and performance bond or letter of credit to secure
the contractor’s obligations. Red Stone may, in its sole discretion, engage a construction
consultant to review plans and specifications and evaluate the construction progress by
providing monthly reports to the Partnership. The cost of the construction consultant shall be
borne by the Partnership.
9. Fees. The following fees will be paid by the Partnership for services rendered in organizing,
developing and managing the Partnership and the Project.
A. Property Management Fee. The property management fee will not exceed a total of
6% of gross collected rents. The appointment of, and terms of the property
management agreement, are subject to the prior approval of Red Stone.
B. Asset Management Fee. The Partnership will pay Red Stone an annual asset
management fee in an amount equal to $5,500 per annum. The asset management fee
will be paid annually and such fee shall accrue beginning at Initial Closing, with the first
payment due and payable on or before March 1, 2025, and each anniversary thereafter.
The asset management fee will increase annually by 3%.
E. Incentive Management Fee. An incentive management fee may be payable to the
General Partner on an annual basis in an amount equal to 90% of net cash flow, or such
other amount as determined by and acceptable to tax counsel to Red Stone.
10. Distribution of Tax and Cash Benefits.
A. Tax Benefits. Tax profits, tax losses, and tax credits arising prior to the sale or other
disposition of the Project will be allocated 99.99% to the Limited Partner, .001% to the
Special Limited Partner and .009% to the General Partner. The Limited Partner will have
the right in its sole discretion to undertake a limited deficit restoration obligation at any
time during the term of the Partnership.
B. Net Cash Flow Distributions. Distributions of net cash flow, as defined in the
Partnership Agreement, but generally all cash receipts less cash expenditures (e.g.,
payment of debt service and property management fee), will be made as follows:
9
(i) to the Limited Partner in proportion to any phantom tax liability incurred by
the Limited Partner (i.e., tax liability resulting from allocations of income where
the Limited Partner has not received a cash distribution);
(ii) to the Limited Partner, to make any payment of any unpaid tax credit
adjuster or any tax credit shortfall or other debts owed to the Limited Partner;
(iii) to the Limited Partner as payment of any unpaid Asset Management Fee;
(iv) to replenish the Operating Reserve account to the Minimum Balance;
(v) to the payment of any unpaid developer fee, until such fee has been paid in
full;
(vi) to the payment of any debts owed to the General Partner;
(vii) 90% to the payment of any incentive management fee, or such other
amount as determined by and acceptable to tax counsel; and
(viii) the balance, .009% to the General Partner, .001% to the Special Limited
Partner, and 99.99% to the Limited Partner, or such other amount determined
by and acceptable to tax counsel.
C. Distributions upon Sale or Refinance. Net proceeds resulting from any sale or refinance
will be distributed as follows:
(i) in accordance with subparagraphs 10B(i) through (iii) above;
(ii) in accordance with subparagraphs 10B(v) through (vi) above;
(iii) to the Special Limited Partner, 1% of such gross proceeds as a partnership
liquidation fee;
(iv) to the Limited Partner in an amount equal to any projected exit taxes:
(v) the balance, 90% to the General Partner, 9.999% to the Limited Partner, and
0.001% to the Special Limited Partner, or such other amount as determined by
and acceptable to tax counsel.
11. Debt Financing. As a condition to funding the capital contribution described in Paragraph 4,
the General Partner will deliver the loan commitments described below. The terms of these
loans and/or financing sources are subject to Red Stone’s consent and all loans will be made
directly from the lenders to the Partnership.
10
A. Permanent Loan. The Partnership expects to receive non-recourse permanent loan
commitments in the maximum amounts, and with the terms set forth below:
Name Hard / Soft
Debt
Interest
Rate
Term
(mos.)
Amort.
(mos.)
% of cash
flow
Permanent Loan - $3,356,000 Hard 6.45% 204 420 100%
Soft Funds - $3,750,000 Soft TBD TBD TBD 0%
B. Construction Loan. In addition to the permanent financing sources described above, it
is expected that the project will be financed with a first-lien position construction bridge
in the maximum amount of up to $7,154,917 with an approximate interest rate of
7.50% and a term of no less than 24 months.
12. Purchase Option and Right of First Refusal.
A. Project Purchase Option. For a period of 2 years following the end of the compliance
period, the General Partner shall have an option to purchase the Project for a purchase
price equal to the greater of (i) fair market value or (ii) the sum of (x) the amount of all
indebtedness of the Project, which indebtedness may be assumed by the General
Partner at its discretion, and (y) the amount of the federal, state, and local tax liability
that the Limited Partner would incur as a result of the sale.
B. Partnership Interest Option. For a period of 2 years following the end of the compliance
period, the General Partner shall have an option to purchase the Limited Partner’s and
the Special Limited Partner’s partnership interests in the Partnership for an amount
equal to the amount which would be payable to the Limited Partner and the Special
Limited Partner upon liquidation of the Partnership following a sale of the property
under the Project Purchase Option in Section 12(A) above.
C. ROFR. For a period of 2 years following the end of the compliance period and subject
to the receipt of an offer from an unrelated party, the General Partner will have the
right, upon receipt of an offer, to exercise a Right of First Refusal to purchase the
property for an amount no greater than the minimum purchase price pursuant to
Section 42(i) of the Code.
13. Limited Partner Exit. The Limited Partner will have the right, after the making of all required
capital contributions, to transfer its interests in the Partnership to the General Partner as
further described in the Partnership Agreement.
14. Due Diligence, Opinions and Financial Projections. The General Partner will satisfy all of Red
Stone’s due diligence requirements, including an acceptable local law opinion. The Limited
Partner’s tax counsel will provide the tax opinion. The Partnership will reimburse the Limited
11
Partner an amount equal to $75,000 toward the costs and expenses incurred by the Limited
Partner in conducting its due diligence review, the costs and expenses of Red Stone’s counsel
(including, without limitation, the costs of the preparation of the tax opinion), and for the costs
of Red Stone’s third party reports. Red Stone may deduct the amount owed it for
reimbursement of costs and expenses from its first Capital Contribution and such amount will
be payable to Red Stone in the event the General Partner elects not to close the transaction for
any reason. The financial projections to be attached to the Partnership Agreement and that
support the tax opinion will be prepared by Red Stone based on financial projections provided
by the General Partner. The General Partner financial projections will include eligible basis
calculations, sources and uses, and cash flow statements.
15. Partnership Closing. Final Partnership closing will be contingent upon Red Stone’s receipt,
review and approval in its sole discretion of all due diligence including the items set forth on its
due diligence checklist to be delivered to the General Partner. Final Partnership closing also is
contingent upon (i) a satisfactory site visit conducted by Red Stone to determine overall market
feasibility, including an analysis of proforma rents and expenses, (ii) Red Stone’s review and
approval of all third party reports. Red Stone’s agreement to acquire the LP Interest on the
pricing, terms and conditions contained in this letter are further based on the assumption that
the Partnership closing will occur on or before the Closing Date set forth in Paragraph 1. Red
Stone will use reasonable efforts to keep the tax credit pricing and terms outlined in this letter
constant though such date, but Red Stone reserves the right in its sole discretion to modify the
tax credit pricing or other terms to be consistent with market conditions.
Remainder of page left intentionally blank
12
It is hereby acknowledged and understood that this proposal is not a commitment to invest, nor is it
intended to be a letter of commitment, and Red Stone is not bound to any of the terms and conditions
herein outlined. The terms of the financing set forth in this letter are not set until formally approved by
Red Stone and the transaction documentation has been executed by Red Stone and the General Partner.
Please confirm your acceptance of the terms described in this letter by signing the enclosed counterpart
and returning to us at the address set forth on the first page of this letter.
Sincerely,
By:
Name: Chris Murray
Title: Managing Director
Supporting Documentation
D. Location Amenities
Commonwealth Development
Corporation of America
Access to Public Transit
- Greater Oshkosh Transit (GO Transit) Route 2
- Bus stops: Two stops located within 0.1 miles of site
Paine ArtCenter
City Hall
AuroraHealth Center
OshkoshSenior Center
Oshkosh
PublicMuseum
PublicLibrary
Fair Acres
WinnebagoCountyCourt House
UW-OshkoshTitan Stadium
FVTC
GO TransitOffice
North High
ReadElementary
OaklawnElementary
RooseveltElementary
Martin LutherLutheran School
Lourdes
High
St JohnNeumann Middle
Merrill Middle/
Elementary
Merrill Middle/
Elementary
5
ainbow Park
North HighSchool Conservancy
TeichmillerPark
Abe RochlinPark
UW-Oshkosh
Bauman Park
RoePark
Carl E.Steiger Park
William A.Steiger Park
HikersMonument
²²
²²
²²
²²
²²
²²
.52
B
C
D
A
²²
²²
Witzel Ave
Al
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m
a
B
lv
d
H
ig
h
A
v
e
Wisconsin St
Mt Vernon St
Josslyn St
W 4th Ave
Jefferson St
W Bent Ave
Division St
E
l
m
w
o
o
d A
v
e
W Linwood Ave
Congress Ave
Central St
W Murdock Ave
Sheridan St
E Custer Av
Minerva St
Viola Ave
Idaho St
Baldwin Ave
Beech St
Cedar St
Ashland St
E Parkway Ave
W Smith Ave
E Melvin Ave
Vine Ave
P
e
arl A
v
e
Pierce Ave
Liberty St
Walnut St
Crane St
Grand St
Ontario St
Eastman St
Hobbs Ave
Western St
Plymouth St
Court St
Cherry St
Wright St
W Lincoln Ave
N C
a
m
p
bell R
d
Bauman St
E Irving Ave
Scott Ave
Merritt Ave
Columbia Ave
Frederick St
W 3rd Ave
W Irving Ave
Foster St
Allen Ave
D e m p s e y T r
E Lincoln Ave
Olive St
Roosevelt Ave
W Nevada Ave
Burdick St
Fulton Ave
Libbey Ave
E Nevada Ave
Marion Rd
W New York Ave
Dawes St
Osceola St
Kentucky St
Geneva St
Ida Ave
Prospect Ave
Winchester Ave
Arthur Ave
W Gruenwald Ave
Stillwell Ave
Durfee Ave
E Linwood Ave
Van Buren Ave
Dale Ave
Woodland Ave
Morgan Ave
Lamar Ave
Church Ave
E Murdock St
Merrill St
Ree d A ve
Hollister Ave
Comet St
Market St
W Custer AveAnnex Ave
Hudson Ave
Titan Ct
Stanley Ave
R o c k w e ll A v e
Pyle Ave
Mitchell St
R
iv
e
r
M
ill
R
d
E Smith
W Parkway Ave
Brown St
Ivy Pl
Rock Pl
Vilas Ave
Commerce St
Gehres Ct
Riverway Dr
Marston Pl
State St
Harrison St
Wilson Ave
Central St
Kentucky St
Broad St
Franklin St
Walnut St
Monroe St
Tyler Ave
Fulton Ave
Broad St
Huron Ave
Sterling Ave
Jefferson St
E Smith Ave
Spruce St
Vinland St
Knapp St
N Main St
Jackson St
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¯0 440 880FeetPrinting Date:1/18/2022Printing Date:1/18/2022
Downtown Transit Center
110 Pearl Ave
Where to board the bus?
The black dots along the route are the loca-
tions of bus stop signs. It is important to wait
for the bus at a sign location to ensure safe
and effective service. When will the bus arrive at my stop?
The lettered timepoints on both the table and
route indicate when the bus will reach key
stops along the route. If your stop is between
timepoints, you can estimate what time to catch the bus by locating the timepoints be-
fore and after your stop.
Main transfer points are marked with a red dot
( ).
If you have any questions, just call 232-5340.
A
l
g
o
m
a
B
l
v
d
Main/Jackson2
A North High :15 :45
B Church & Franklin :25 :55
Leaving Downtown Transit Center :30 :00
C Main & Lincoln :34 :04
D Main & Murdock :38 :08
*When school is in session, a second bus will be added to Route 2 on the 3:30 PM trip (or
1:30 PM trip for early dismissal days) to meet
the additional demand and provide extra room for riders.
For a full timetable, see reverse side.
Route 2
Map & Full Timetable
C D A B
Leave
Downtown Transit
Center
Main &
Lincoln
Main &
Murdock
Smith
@ North High
School
Church &
Franklin
Arrive
Downtown Transit
Center
6:15 AM 6:25 AM 6:28 AM
6:30 AM 6:34 AM 6:38 AM 6:45 AM 6:55 AM 6:58 AM
7:00 AM 7:04 AM 7:08 AM 7:15 AM 7:25 AM 7:28 AM
7:30 AM 7:34 AM 7:38 AM 7:45 AM 7:55 AM 7:58 AM
8:00 AM 8:04 AM 8:08 AM 8:15 AM 8:25 AM 8:28 AM
8:30 AM 8:34 AM 8:38 AM 8:45 AM 8:55 AM 8:58 AM
9:00 AM 9:04 AM 9:08 AM 9:15 AM 9:25 AM 9:28 AM
9:30 AM 9:34 AM 9:38 AM 9:45 AM 9:55 AM 9:58 AM
10:00 AM 10:04 AM 10:08 AM 10:15 AM 10:25 AM 10:28 AM
10:30 AM 10:34 AM 10:38 AM 10:45 AM 10:55 AM 10:58 AM
11:00 AM 11:04 AM 11:08 AM 11:15 AM 11:25 AM 11:28 AM
11:30 AM 11:34 AM 11:38 AM 11:45 AM 11:55 AM 11:58 AM
12:00 PM 12:04 PM 12:08 PM 12:15 PM 12:25 PM 12:28 PM
12:30 PM 12:34 PM 12:38 PM 12:45 PM 12:55 PM 12:58 PM
01:00 PM 01:04 PM 01:08 PM 01:15 PM 1:25 PM 01:28 PM
01:30 PM 01:34 PM 01:38 PM 01:45 PM 1:55 PM 01:58 PM
02:00 PM 02:04 PM 02:08 PM 02:15 PM 2:25 PM 02:28 PM
02:30 PM 02:34 PM 02:38 PM 02:45 PM 2:55 PM 02:58 PM
03:00 PM 03:04 PM 03:08 PM 03:15 PM 3:25 PM 03:28 PM
03:30 PM 03:34 PM 03:38 PM 03:45 PM 3:55 PM 03:58 PM
04:00 PM 04:04 PM 04:08 PM 04:15 PM 4:25 PM 04:28 PM
04:30 PM 04:34 PM 04:38 PM 04:45 PM 4:55 PM 04:58 PM
05:00 PM 05:04 PM 05:08 PM 05:15 PM 5:25 PM 05:28 PM
05:30 PM 05:34 PM 05:38 PM 05:45 PM 5:55 PM 05:58 PM
06:00 PM 06:04 PM 06:08 PM 06:15 PM 6:25 PM 06:28 PM
06:30 PM 06:34 PM 06:38 PM 06:45 PM 920.232.5340
www.rideGOtransit.com
Effective: January 18, 2022
Full Timetable (Monday - Saturday) Main/Jackson2
• The full timetable shows
approximate departure times
from selected bus stops. If your
bus stop is between timepoints,
you can estimate what time to
catch the bus by locating the
timepoints before and after your
stop.
• Each column shows the
schedule options at the
timepoint above. Read the
schedule times across to the
right to see when the bus will
arrive at other timepoints.
• It is important to wait for the
bus at a sign location to ensure
safe and effective service. Sign
locations are shown with black
dots along the route on map
side.
• It’s a good idea to arrive at
your bus stop at least five
minutes early. Times shown are
approximate and can be affected by traffic and road conditions.
• For a system-wide map and further user guidance, please obtain a GO Transit Route Map & User
Guide. These maps are found on the bus and at other locations throughout the city. To request a copy,
feel free to contact GO Transit.
Access to Bicycle Infrastructure
- Located within 0.1 miles of existing bicycle lane (Blue) as mapped in 2019 Oshkosh Bike and Ped
plan update.
SITE
Parks & Recreation (miles)
•Middle Village Park (0.2)
•William Waters Plaza (0.4)
•Opera House Square (0.4)
•Oshkosh Rec Dept (0.4)
•Grand Opera House (0.5)
•Roe Park (0.5)
•Riverside Park (0.7)
•Oshkosh River Walk (0.7)
•Leach Amphitheater (0.8)
•East Hall Park (0.8)
•Menominee Park & Zoo (0.9)
A Commonwealth Belief:
Location Matters
“Building a better life starts
with having access to the
necessary tools – like housing
in walkable neighborhoods
with access to public transit,
in close proximity to
opportunities for recreation,
learning, wellness, and support.”
Services and Amenities (miles)
•Oshkosh Farmers Market (0.1)
•Wagner Market (0.2)
•Public Library (0.4)
•City Hall (0.4)
•Beck’s Market (0.4)
•Boys & Girls Club (0.5)
•Downtown YMCA (0.5)
•County Human Services (0.5)
•Workforce Development (0.5)
•Disability Resource Center (0.5)
•Aurora Clinic & Pharmacy (0.6)
•US Postal Service (0.6)
•County Health Dept (0.6)
•Downtown Transit Station (0.6)
•Oshkosh Food Co-op (0.6)
•Pick n Save (1.5)
Education (miles)
•Vel Phillips Middle (0.7)
•UW Oshkosh (0.8)
•Webster Stanley Elementary (1.0)
•Fox Valley Tech (1.5)
REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN
JULY 19, 2023 23-10 RESOLUTION
(CARRIED________LOST________LAID OVER________WITHDRAWN________)
PURPOSE: ACCEPT DONATION OF PROPERTY AT 1429 FOX STREET
WHEREAS, the owner has offered to donate the property at 1429 Fox Street to the
Redevelopment Authority; and
WHEREAS, the owner will be responsible for razing the home, removing the
foundation, capping utilities, filling with clean fill and restoring to city code prior to the
transfer of the house; and
WHEREAS, the RDA will be responsible for any outstanding street assessments
totaling $4,762 and the cost to remove the garage if the RDA chooses to do so.
BE IT FURTHER RESOLVED by the Redevelopment Authority of the City of
Oshkosh that the Authority hereby accepts said property and the proper officials are
hereby authorized and directed to execute any and all documents necessary for purposes
of same.
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
TO: Redevelopment Authority
FROM: Kelly Nieforth
Community Development Director
DATE: July 14, 2023
RE: 23-10 Accept Donation of Property at 1429 Fox Street
BACKGROUND
The City of Oshkosh was approached by the property owner of 1429 Fox Street, located on the
southwest corner of Fox Street and Graham Avenue, just north of Oshkosh Avenue. The home
on the 0.17 acre corner lot has severe fire and water damage from a fire that took place in May
of 2023. The owner has indicated that the principal structure, the house, is a total loss and will
need to be razed.
ANALYSIS
The owner has submitted a city permit application to raze the home and abandon the utilities
but has decided not to rebuild a new home on site. The owner approached city staff and asked
if the RDA would like the parcel to redevelop. The owner will be responsible for razing the
home, capping the utilities, removing the foundation and restoring the site to city code. The
RDA would be responsible for paying the outstanding $4,762 street assessment and razing the
garage if the RDA chooses to do so.
FISCAL IMPACT
The RDA would be responsible for paying the outstanding street assessment of $4,762 but will
market the lot for a new home in a desirable area in the city near the new Oshkosh Avenue
developments, the Riverwalk and the new Lakeshore Park. A new home would add additional
tax base to the city.
RECOMMENDATION
Recommend approval to accept the donation of property at 1429 Fox Street.
Respectfully Submitted,
Kelly Nieforth, Community Development Director
REDEVELOPMENT AUTHORITY OF THE CITY OF OSHKOSH, WISCONSIN
JULY 19, 2023 23-11 RESOLUTION
(CARRIED________LOST________LAID OVER________WITHDRAWN________)
PURPOSE: APPROVE DETERMINATION OF NECESSITY; ESTABLISH FAIR
MARKET VALUE; AUTHORIZE PURCHASE; VACANT LOT ON MILL
STREET, PARCEL# 0806110000 ($32,000.00)
WHEREAS, it is in the best interests of the citizens of the City of Oshkosh to acquire
property to assist in the elimination and prevention of blighting influences and promote
urban renewal; and
WHEREAS, the property and interest to be acquired includes vacant land, and is
described as:
0 MILL STREET
LOTS 11 & 12 BLOCK NORTH WENDORFF’S REPLAT OF LOTS 1, 2, 3 & 4, CITY OF
OSHKOSH, WINNEBAGO COUNTY, WISCONSIN (TAX #0806110000)
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Authority of the
City of Oshkosh that the Authority certifies that in order for said purpose to be
accomplished, it is necessary for the property described above to be acquired. It is further
determined by the Authority that acquisition of said property is hereby determined
necessary pursuant to the provisions of Chapters 32 and 66 of the Wisconsin Statutes.
BE IT FURTHER RESOLVED that the value of the property to be acquired, as
described above, is hereby established at $32,000.00. Money for this purpose is
appropriated from Account No. 0323-0740-6401-63020 Capital Improvement Project -
Scattered Sites.
BE IT FURTHER RESOLVED that the proper Redevelopment Authority officials
are authorized and directed to purchase 0 Mill Street, Parcel# 0806110000 in the amount
of $32,000.00 plus closing costs, and execute all documents necessary to consummate this
transaction.
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
TO: Redevelopment Authority
FROM: Kelly Nieforth
Community Development Director
DATE: July 14, 2023
RE: 23-11 Approve Purchase of Vacant Lot on Mill Street (Parcel# 0806110000);
($32,000.00)
BACKGROUND
Periodically, the RDA acquires properties in the City that may be outside of a redevelopment
area, but acquiring the property would still have a positive economic impact on the community
and neighborhood. 0 Mill Street was once two parcels and was combined into one parcel. The
two homes were demolished in 2007 and is currently vacant. The 0.22 acre parcel is currently
valued at $21,900 and is for sale for $42,000. The lot is located in the River East Neighborhood
Association.
ANALYSIS
City staff believes that two homes or a duplex could be built on the lot. The lot would have to
be split into two parcels once again but a house, garage and driveway could be built on each
lot while maintaining the integrity of the neighborhood. Due to the proximity to the
downtown and waterfront, city staff believes that the lot would be attractive to developers to
build on. The zoning is TR-10 which allows single family and duplexes.
FISCAL IMPACT
The vacant lot costs $32,000 but the value added with two new homes would provide a greater
return on investment.
RECOMMENDATION
Recommend approval of the purchasing a vacant lot at 0 Mill Street (Parcel# 0806110000).
Respectfully Submitted,
Kelly Nieforth
Community Development Director
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
TO: Redevelopment Authority
FROM: Kelly Nieforth
Community Development Director
DATE: July 14, 2023
RE: Executive Director’s Report for July 19, 2023
SOUTH SHORE REDEVELOPMENT AREA
Pioneer Marina/Island Area
Mr. Art Dumke continues to work with City staff and other possible developers to explore
development options and funding scenarios. In the interim, Mr. Dumke has submitted a site
plan for a Temporary Use Permit for a seasonal tiki bar on the island. Minor modifications will
be made on the island to meet city and state building, zoning and health code to operate the bar.
Miles Kimball Building (Northwest corner of S. Main/9th Avenue)
The developers plan to open in late 2023. This is later than proposed due to a delay in receiving
the elevator and balconies.
9th Avenue extension to CN Railroad
The project is completed.
Boatworks Property
The RDA awarded an Option to Chet Wesenberg and Tim Hess to construct multi-family units
on the RDA property and the Option was signed on December 31, 2021. Per the signed
agreement, the Option Term shall end on March 1, 2022 or 30 days after the Seller receives the
Phase II environmental assessment, whichever is later. The City received the Phase II
environmental assessment on January 4, 2023 therefore the Option Term expired on February 3,
2023. Staff has been in communication with the developers and the developers indicated that
the bids for the construction of the apartments came in higher than anticipated. The developers
last submitted site plans to the City for review on March 31, 2023.
City Hall, 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 920.236.5000 http://www.ci.oshkosh.wi.us
43 E. 7th Redevelopment Area
City staff are working with the T. Wall Enterprises team on their proposed development which
is set to start in Summer of 2023. The developers have received approvals from the City and the
WDNR to start the work.
MARION & PEARL REDEVELOPMENT AREA
Mercury Marine Parking Lot on RDA/City Land
RDA approved a site plan for a parking lot on multiple parcels owned by the City and RDA per
an agreement from 2006. City staff continues to work with Mercury Marine on the
contamination and fill that is located on site. These issues will need to be resolved before
construction of the parking lot can take place.
Merge Update
Construction for Phase I of Mackson Corner on Parcel J along the Fox River continues with plans
to open in mid-2023. Plans for the next phase are being considered by the developer.
Morgan Crossing – Phase 2
Alexander and Bishop has proposed a multi-family building on the vacant parcel to the east of
the existing Morgan Crossing building. The Common Council approved the creation of TID#42
to help fund the remediation for the development but the developer has not approached the city
to create a Development Agreement.
ATC Easements
The City has been approached by the American Transmission Company (ATC) regarding
easements that they are requesting on City and RDA properties. The proposed easement
placements, widths, and language in the easement document are very restrictive and will
severely limit what the City and RDA could do with their properties in the future. City staff is
meeting with ATC representatives regularly to discuss our concerns with the proposed
easements. Any easements proposed on RDA property would need to be approved by RDA.
SAWYER STREET/OSHKOSH AVENUE
Sawyer Street/Oshkosh Avenue Intersection Reconstruction
The RDA continues to maintain the lots that are planned to be part of the Sawyer Street and
Oshkosh Avenue intersection reconstruction once there are enough funds in TID #35. City staff
continues to monitor grant opportunities as well to help offset these construction costs as well.
Respectfully Submitted,
Kelly Nieforth
Community Development Director