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Home My WebLink About90-479 December 20, 1990 # 90-479 RESOLUTION (CARRIED LOST LAID OVER WITHDRAWN ) PURPOSE: APPROVE ASSIGNMENT OF DEVELOPER'S AGREEMENT/ T.H.B. THE HOME BUILDERS SUBDIVISION INITIATED BY: FREDERICK J. SPERLING WHEREAS, the Common Council previously approved an agreement to finance improvements in T.H.B The Home Builders subdivision and its First Addition, generally located on South Westfield Street; and WHEREAS, on December 1, 1988, the Common Council approved a revised agreement assigning contractual responsibilities to T. H. B. , Inc . , which assumed development activity within the subdivisions; and WHEREAS, by resolution dated November 27, 1990, the Board of Directors of T.H.B. , Inc. , dissolved the corporation and assigned all corporate assets and obligations to the Frederick J. Sperling Revocable Trust, and requested the City of Oshkosh approve and accept the assignment as it affects the present developer' s agreement; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Oshkosh that said assignment is approved and accepted and the proper City officials are authorized and directed to execute any documents necessary to effectuate the assignment of the developer' s agreement for this subdivision uV�i�Jl��r�t�"�L JJ� ,��',''��/ � r''.P}' OV�±; - 25 - _ • Res 90-479 BOAFtD OF DIRECTORS M�ETING T.H.B. , Inc. November 27th, 1990 Time: 10:00 A.M. � Meeting Place: 2345 Bowen Street, Oshkosh, WI 54901 Pursuant to Corporation By-Laws, Article III, Section 3.04 the Secretary had been instructed by President Fredrick J. Sperling to inform all directors, by phone, of the urgent need for a SPECIAL MEETING. Such Section reads, in part part, as follows: "3.04 Special Meeting: Special Meetings of the Board of Directors may be called by, or at the request of, the President, Secretary, or any two Directors. The President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the Sate of Wisconsin, as the place for -�ol�ing and Special• Meeting of the Board of Directors called by them, and if no place is fixed the place of the meeting shall be the principal business office of the Corporation in the State of Wis�onsin. The Directors were informed of the need for an urgent and immediate meeting, the purpose uf which was to consider ttie Disolution of the Corporation. This was to be the only item for discussion and resolution. The meeting was called to order by President Fredrick J. Sperling. Present at the meeting were directors, Grace Sperling, Fredrick J. Sperling, Brabara Benz, and David Scofield. President Sperling that a quorum exsisted and that he would open discussion of purpose for which the meeting was called. President Sperling provided information that he had made a determined effort to find investors to support the financial needs of the Corporation. In December 1989 shareholder Steven Karlovics surrendered Ninty Nine (99) shares of stock �� in exchange for $53,000.00. Such stock was accepted and returned to the Treasury. In order to complete the transaction the Board of Directors approved borrowing the needed funds from Mr. Sperling. The Corporation then purchased the Ninty- Nine (99) shares of stock. At that point there were 101 shares of outstanding stock. Mr. Sperling holding 99 Shares. Mrs. Grace Sperling holding Two (2) shares. In August of 1990 Mr. & Mrs. Sperling implemented a Post-Martial Prop- erty agreement as part of the creation of revocable trusts in their individual names. Part of the Martial Property agreement Quit Claimed the Two (2) shares held by Mrs. Grace Sperling to the Fredrick J. Sperling Revocable Trust. In effect the Corpration had only one shareholder. The Corporation had obligations to Oshkosh Saving & Loan, Valley Bank of Oshkosh and Mr. Sperling. The obliga- to Mr. Sperling something over $150,000.00. Mr. Sperling reported that on advice of his accountant he should suggest disolution of the corporation and that all corporate assests be transferred to the revocable trust bearing his name. Consultation with Oshkosh Saving & Loan as well as Valley Bank of Oshkosh produced an agreement not to invoke "due on Sale" clauses in the exsisting obligations if the assest were transfered to the trust. Consultation with Mr. Warren P. Kraft, Ass. City Attorney produced agreement to accept an assign- ment by T.H.B. , Inc to The Fredrick J. Sperling Revocable Trust of an exsist- ing Financing Agreement for for Street Paving, Sewer & Water Installation, Sidewalk Paving and Storm Sewer Facilities in The Home builders Sub-Division and it's Second Addition. Mr. Kraft suggested preperation of an Assignment of the agreement. After much discussion of other alternatives, Ms. Benz moved the coorporation be disolved and that the assests be transferred to The Fredrick J. Sperling Revocable � Trust in exchange for all outstanding obligations to Mr. Sperling as determined by exsisting interest bearing notes for funds to operate the Corporation - 25a - . ' Res 90-479 Page Two(2) Minutes of Meeting of T.H.B. , Inc. Board of Directors �.' idovember 27th, 1990. ; Motion was seconded by Mr. David Scfield. There followed additional dis- cussion of the various ramifications of disolutions. Mrs. Sperling moved ' to ammend the exsisting , motion to instruct Mr. Sperling to implement the disolution. Mr. Scofield seconded the motion. A call for a vote on the ammedment :- A vote of 4 Ayes 0 Nays. � Nbtiai carried. There then followed a vote on the ammended motion. 4 Ayes 0 Nays. Motion carried. Mr. S�erling thanked the board for it's actior.s and the confidence dispiayed in his ability. There being no other business, Mr. Sperling entertained a motion for adjourn- ment subject to call. Voting 4 Ayes 0 Nays Motion carried. Respectfull submitted, � �' , Mrs. Grace Sperl' g, Sec ry. �' ; i � i �J ' � - 25b - � � � o � � a � D O lD C cL] "C7 �D � � N C1. N � N �• CD O m z � < � < � p .. Cp ►-�• (D CD l0 .. -5 v> � O .r• �i- D I N O \cn � Z D D O � —I � v O -G O � '"'• � mmo s� N N � � � � .--.� � • � V O � �� --�I c-F � fD O � _ O � � lD (p < (D Q7 �--' C O �•"C7 �--� CD d � (D - � � �