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HomeMy WebLinkAboutReal Property Transfer Agreement - 839 SB Ave. – Northeast Neighborhood Revitalization Organization Inc.REAL PROPERTY TRANSFER AGREEMENT This Real Property Transfer Agreement is entered into as of May 28, 2024 (the "Effective Date'), by and between the City of South Bend, acting by and through its Board of Public Works, of 1300 N. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601(the "City") and the Northeast Neighborhood Revitalization Organization Inc., an Indiana non-profit corporation, with its registered address being 803 Lincoln Way West, South Bend, Indiana 46616 (the "Organization") (each a "Party," and together the "Parties"). RECITALS A. The City is a municipal corporation existing and operating pursuant to the laws of the State of Indiana. B. The Organization is an Indiana non-profit corporation organized exclusively to conduct, support, encourage, and assist such charitable, educational, and other programs and projects as are described both in Section 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code and is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. C. The City owns the certain real property described in attached Exhibit A (the "Property") D. The Organization desires to acquire ownership of the Property from the City. E. Pursuant to I.C. 36-1 -11 - I (b)(7), a sale or lease of property by the City to an Indiana non-profit corporation organized for educational, literary, scientific, religious, or charitable purposes that is exempt from federal income taxation under Section 501 of the Internal Revenue Code is not subject to the disposition requirements of I.C. 36-1-11. F. The City, acting by and through the Board of Public Works, has determined that conveying the Property to the Organization under the terms of this Agreement is in the best interests of the residents of the City. NOW, THEREFORE, in consideration of the mutual covenants stated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the Organization agree as follows: 1. Qualifications of Organization The Organization represents and warrants that (a) it is a non-profit corporation organized under the laws of the State of Indiana; (b) the Organization's articles of incorporation dated August 24, 2000 (the "Articles"), attached hereto as Exhibit B, have not been superseded or amended and currently remain in full force and effect; and (c) the Organization is currently exempt from federal income taxation as stated in the Internal Revenue Service letter dated February 8, 2001, attached hereto as Exhibit C. 2. Transfer of Pronerty. The City desires to convey the Property to the Organization for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Property, and any and all improvements located on the Property, subject to the terms and conditions of this Agreement. 3. Use of Property. The Organization agrees to use the Property only for purposes consistent with and permissible under its Articles and Section 501(c)(3) of the Internal Revenue Code and for no other purpose. 4. Closing. The City will convey title to the Property to the Organization by quit claim deed in substantially the form attached hereto as Exhibit D. on or before June 30, 2024 (the "Closing"). The Board of Public Works (the "Board") hereby authorizes and instructs Elizabeth Maradik, President of the Board and Theresa Heffner, Clerk of the Board to execute and deliver the deed to the Organization. At the Organization's option, the City will record the deed at the City's expense, and the Board authorizes and instructs Joseph Molnar of the City's Department of Community Investment to do so. 5. No Warranties. The Organization agrees to accept the Property in its condition on the Closing Date "as -is, where -is" and without any representations or warranties by the City concerning title to or the condition of the Property. The City offers no such representation or warranty as to title or condition, and nothing in this Agreement will be construed to constitute such a representation or warranty as to title or condition. The Organization may, at its sole cost and expense, obtain an owner's policy of title insurance or a survey prior to the transfer of such Property. 6. Taxes. The Organization, and the Organization's successors and assigns, will be liable for any and all real property taxes and assessments, if any, assessed and levied against the Property with respect to the year in which the Closing takes place and for all subsequent years. The City will have no liability for any real property taxes and assessments associated with the Property, and nothing in this Agreement shall be construed to require the proration or other apportionment of real property taxes or assessments resulting in the City's liability therefor. 7. Entire Agreement: Severability. This Agreement embodies the entire agreement between the Parties and supersedes all prior discussions, understandings, or agreements between the Parties concerning the transaction contemplated in this Agreement, whether written or oral. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated. 8. Assignment. The Organization may not assign this Agreement or any of its rights hereunder, in whole or in part, without the prior written consent of the City. In the event the Organization wishes to obtain the City's consent regarding a proposed assignment of this 2 Agreement, the City may request and the Organization will provide any and all information reasonably demanded by the City in connection with the proposed assignment and/or the proposed assignee. 9. Govemina Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. Venue for any action concerning this Agreement will be in the courts of St. Joseph County, Indiana. 10. Recitals and Exhibits. The above recitals and the attached exhibits are hereby incorporated into this Agreement. 11. Authority; Countemarts. Each undersigned person signing and delivering this Agreement on behalf of the Parties, respectively, represents and warrants that he or she is duly authorized and fully empowered to sign and deliver this Agreement. The Parties may execute this Agreement in separate counterparts, which taken together will constitute one original document. An electronically transmitted copy of a signature will be regarded as an original signature. [Signature page follows.] IN WITNESS WHEREOF, the City and the Organization have signed this Real Property Transfer Agreement to be effective as of the Effective Date. CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS lw�(4 Elizabeth A. Marna President Gary A. Gilot, Member 4 Murray L. Miller, Member '41 Joseph R. Molnar, Vice President Breana N. Micou, Member Attest: Laura D. Hensley, Acting Clerk Date: July 9.2024 Northeast Neighborhood Revitalization Organization Inc an Indiana non-profit corporation By: aEr Printed: %r1'15+1 n �tYEnS Tide.: I 1 1t10A� Q_ Printed: Title: c t."t"t-('0 c'Z zegz461CIR-C-0 0 Description of Property Legal Description: Lot 1 C L Hodson's Sub Of Lot 24 & 25 Sorins 1s` Add Parcel ID: 018-5032-1151 Tax ID: 71-08-01-427-033.000-026 Commonly Known: 839 South Bend Ave. Articles of Incorporation of Near Northwest Neighborhood, Inc. [See attached.] � IRS 501(c)(3) Qualification Letter [See attached.] Form of Quit Claim Deed AUDITOR'S RECORD TRANSFER NO. TAXING UNIT DATE KEY NO.018-5032-1151 QUIP CLAIM DEED THIS INDENTURE WIINESSETH THAT the City of South Bend, Indiana, by and through its Board of Public Works (the "Grantor" or the "City") CONVEYS AND QUIT CLAIMS TO Northeast Neighborhood Revitalization Organization Inc., an Indiana non-profit corporation, with its registered address being 803 Lincoln Way West, South Bend, Indiana 46616 (the "Grantee") for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, the following real estate in St. Joseph County, Indiana (the "Property"): Legal Description: Lot 1 C L Hodson's Sub Of Lot 24 & 25 Sorins 1st Add Parcel ID: 018-5032-1151 Tax ID: 71-08-01427-033.000-026 Commonly Known: 839 South Bend Ave. Grantor hereby conveys the Property subject to all covenants, restrictions, and easements of record. The undersigned persons executing this Quit Claim Deed on behalf of the Grantor represent and certify that each has been fully empowered and authorized to execute this Quit Claim Deed and that all action necessary to complete this conveyance on Grantor's behalf has been duly taken. Dated this day of i 2024. GRANTOR: City of South Bend, Indiana, by and through its Board of Public 1W40rk By: Elizabeth Maradik, President ATTEST: By: --- Theresa Heffne , derk STATE OF INDIANA ) ) SS: ST. JOSEPH COUNTY ) Beforc me, the undersigned, a Notary Public for and in said County and State this , day of 7 1A ty , 2024, personally appeared Elizabeth Marad& and Theresa Heffner, to me known to be the President and Clerk, respectively, of the City of South Bend, lndiwn Board of Public Works, the Grantor, and acknowledged execution of the foregoing Quit Claim Deed. IN WITNESS W EREOF, I have hereunto su cr'tbed my name and affixed my official seal. (SEAL) yjjs-kV TAytary Public �identof%i - Ue S,eab County, Commission expires: March o'l0 uq9 I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document, unless required by law. Is/Danielle Campbell Weiss Prepared by Danielle Campbell Weiss, Senior Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 n/aIt/aOC�a ARTICLES of INC®RP®RATI®NVVE: V _- E NORTHEAST NEIGHBORHOOD REVITALIZATI" PR ION, INC.; AN INDIANA NOT FOR PROFIT C®RP I Tibli t `� SUE ANNE GILROY The undersigned Incorporator, desiring to forma corporation (the "Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (the "Act"), hereApWaft- a the following Articles of incorporation: Men ARTICLE I VVIANft SECRr-Ap`f r Stf{T€ Name The name of the Corporation is Northeast Neighborhood Revitalization Organization, Inc. ARTICLE II Purposes This Corporation is a public benefit corporation that shall be organized and operated exclusively to conduct, support, encourage, and assist such religious, charitable, scientific, literary, educational, and other programs and projects as ;are described both in Section 170(c) (2)(B) and 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws (the "Code"). Without limiting the foregoing general statement of purposes, the Corporation shall, to the extent permitted of an organization described both in Sections 170(c)(2) and 501(c)(3) of the Code, engage in the planning, directing and coordinating revitalization of the Northeast Neighborhood located in South Bend, Indiana. Powers Subject to and in furtherance of the Purposes for which it is organized, the Corporation shall possess, in addition to the general rights, privileges, and powers conferred by law, the following rights, privileges, and powers:. i Section 1. To continue as a corporation under its corporate name perpetually. Section 2. To sue, be sued, complain, and defend in the Corporation's corporate name. Section 3. To have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other manner reproducing it. However, the use or impression of a corporate seal is not required and does not affect the validity of any instrument. Section 4. . To make or amend bylaws not inconsistent with the Corporation's Articles of Incorporation or with Indiana law for managing the affairs of the Corporation. Section 5. To purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located. Section 6. To sell, convey; mortgage, pledge, lease, exchange and otherwise dispose Auk of all or any part of the Corporation's property. Section'7. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity. Section 8. To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations and secure any of the Corporation's obligations by mortgage or pledge of any of the Corporation's property, franchises, or income. Section 9. To lend money, invest and reinvest the Corporation's funds, and receive and hold real and personal property as security for repayment, except as provided under applicable law. -11 Section 10. To be a promoter, a partner, a member, an associate or a manager of any I.- partnership, joint venture, trust, or other entity. Section 11. To conduct the Corporation's activities, locate offices, and exercise the powers granted to it inside or outside Indiana. Section 12. To elect directors, elect and appoint officers, and appoint employees and agents of the Corporation, define the duties and fix the compensation of directors, officers, employees, and agents. Section 13. To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the Corporation's current or former directors, officers, employees, and agents. Section 14. To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest. Section 15. To carry on a business. Section 16. To have and exercise powers of a trustee as permitted by law, including those set forth in Indiana Code section 304-3-3 as it may be amended from time to time. Section 17. To purchase and maintain insurance on behalf of any individual who: a. is or was a director, trustee, an officer, an employee, or an agent of the Corporation; or b. is or was serving at the request of the Corporation as a trustee or director, an officer, an employee, or an agent of another entity; against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the Corporation would have power to indemnify the individual against the same liability under applicable law. 3` Section 18. To do all things necessary or convenient, not inconsistent with law, to 11 further the activities and affairs of the Corporation. Section 19. To cease its activities and to dissolve and surrender its corporate franchise. Section 20. To indemnify any person against liability and expense, and to advance the expenses incurred by such person, in connection with the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, and whether formal or informal, to the fullest extent permitted by applicable Iaw, or, if not permitted, then to any extent not prohibited by such laws. Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE V Registered Agent and Registered Office Section 1. The name and address of the registered agent in charge of the Corporation's registered office are Richard A. Nussbaum, II, 210 South Michigan Street, 5" Floor, Plaza Building, South Bend, Indiana 46601. Section 2. The street address of the registered office of the Corporation is 803 North Notre Dame Avenue, South Bend, Indiana 46617. ARTICLE VI Incorporator The name and address of the Incorporator of the Corporation is Richard A. Nussbaum, . U, Sopko, Nussbaum & Inabnit, 210 S. Michigan Street, South Bend, Indiana 46601. 13 ARTICLE VII Members The Corporation shall have members whose eligibility shall be specified or fixed in accordance with the By -Laws of the Corporation. Directors/Trustees Upon the dissolution of the organization, assets shall be distributed for one or morevexempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Probate Court of St. Joseph County, Indiana, or the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or 61 organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE IX Initial Board of Trustees The names and addresses of the members of the initial Board of Trustees are as follows: SEE ATTACHED LIST Election of Trustees Section 1. The Trustees of the Corporation, other than the members of the initial Board of Trustees, shall be elected by the Trustees of the Corporation. 5 Section 2. Each member of the Board of Trustees named in these Articles of 0 Incorporation. shall serve a term of one (1) year and until her or his successor is elected and qualified. Thereafter, except as otherwise provided in these Articles of Incorporation, Trustees shall serve for terms as specified in or fixed in accordance with the Bylaws of the Corporation. A director may serve any number of consecutive or nonconsecutive terms. Regulation of Corporate Affairs The affairs of the Corporation shall be subject to the following provisions: Section 1. Subject to the provisions of these Articles of Incorporation and applicable law, the Board of Trustees shall have complete and plenary power to manage, control, and conduct all the affairs of the Corporation: Section 2. The power to make, alter, amend, and repeal the Corporation's Bylaws shall be vested in the Board of Trustees. Section 3. No director of the Corporation shall be liable for any of its obligations. Section 4. Meetings of the Board of Trustees may be held at any location, either inside the State of Indiana or elsewhere. Section 5. All parties dealing with the Corporation shall have the right to rely upon any action taken by the Corporation pursuant to authorization by the Board of Trustees by resolution duly adopted in accordance with the Corporation's Articles of Incorporation, Bylaws, and applicable law. Section 6. a. To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was.a director or officer of the Corporation shall be indemnified by the Corporation against all liability and reasonable expense that may be v incurred by her or him in connection with or resulting from any claim, action, suit or proceeding (i) if such person is wholly successful with respect thereof or, (ii) if not wholly successful, then if such person is determined as provided in paragraph (e) of this Section 6 to have acted in good faith, in what he or she reasonably believed to be the best interests of the Corporation (or, in any case not involving the person's official capacity with the Corporation, in what he or she reasonably believed to be not opposed to the best interests of the Corporation) and, in addition, with respect to any criminal action and proceeding, is determined to have had reasonable cause to believe that the conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The termination of any claim, action, suit, or proceeding, by judgment, settlement (whether with or without court approval), or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a person did not meet the standards of conduct set forth in this Section 6. b. As used in this Section 6, the terms "claim, action, suit or proceeding" shall include any threatened, pending, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of this Corporation, any other corporation or otherwise), civil, criminal, administrative, or investigative, whether formal or informal, in which a person (or her or his heirs or personal representatives) may become involved, as a party or otherwise: L By reason of her or his being or having been a director or officer of the Corporation or of any corporation where he or she served as such at the request of the Corporation, or ii. By reason of her or his acting or having acted in any capacity in a corporation, partnership, joint venture, association, trust or other organization or entity where he or she served as such at the request of the Corporation, or iii. By reason of any action taken or not taken by her or him in any such capacity, whether or not he or she continues in such capacity at the time such liability or expense shall have been incurred. C. As used in this Section 6, the terms "liability" and "expense" shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgements, fines, or penalties against, and amounts paid in settlement by or on behalf of, a person. d. As used in this Section 6, the term "wholly successful" shall mean (i) termination of any action, suit or proceeding against her or him, (H) approval by a court, with knowledge of the indemnity herein provided, or (iii) the expiration of a reasonable period of time after the making of any claim or threat of any action, suit or proceeding without the institution of the same, without any payment or promise made to induce a settlement. e. Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to 7 indemnification (i) if special independent legal counsel, which play,, counsel of the Corporation or other disinterested person or persons, in either case)selected by the Board of AMNI Trustees, whether or not a disinterested quorum exists (such counsel or ror persons being hereinafter called the referee), shall deliver to the Corpora4isIil4htf that such person has met the standards of conduct set forth in the precW4prW fgh &j (ii) if the Board of Trustees, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he or she relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee's findings which are within the possession or control of the Corporation. f. The right of indemnification provided in -this Section 6 shall be in addition to any rights to which any person may otherwise be entitled. Irrespective of the provisions of this Section 6, the Board of Trustees may, at any time and from time to time, approve indemnification of Trustees, officers, or other persons to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law, whether on account of past or future transactions. g. Expenses incurred with respect to any claim, action, suit or proceeding may be advanced by the Corporation (by action of the Board of Trustees, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he or she is entitled to indemnification. h. The Board of Trustees is authorized and empowered to purchase insurance covering the Corporation's liabilities and obligations under this Section 6 and. insurance protecting the Corporation's Trustees or officers, or other persons. Section 7. The Board of Trustees may from time to time, in the Bylaws of the Corporation or by resolution, designate such committees as the Board of Trustees may deem desirable for the furtherance of the purposes of the Corporation. Section 8. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed .of shall be disposed of by the Probate Court of St. Joseph County, Indiana, or the County in which the principal office of the corporation is then located, exclusively for such purposes or to such Ll I rganization or organizations, as said Court shall determine, which are organized and operated E exclusively for such purposes. The undersigned Incorporator hereby adopts these Articles of Incorporation and presents them to the Secretary of State of the State of Indiana for filing. IN WITNESS WHEREOF, the undersigned Incorporator hereby verifies and affirms, subject to penalties of perjury, that the representations contained herein are true, this day of Feu(a`4"'V , 2000. Richard A. Nussbaum, Il, Incorporator This instrument was prepared by Richard A. Nussbaum, II, Attorney at Law, Sopko, Nussbaum & Inabnit, 210 S. Michigan Street, South Bend, Indiana 46601. clneneighborhood.wt 40 4d082200c IFj Mr. Edward Cour 1024 Napoleon Boulevard South Bend, IN 46617 ANd a&fling Address: P.O. Box 909 qp Notre Dame, 3N 46556) Home Phone: 297-7502 Email: LaCRioute(alaol.com Dr. Dale Grayson 726 N. TwYokeol»Drive South Bead, IN 46617 Home phone: 233-3459 Ewa: yecrosiarm-01,com Mr. Charles Nelson 1302 Stanfield Street SouthBmd,1N 46617 Work Phone: 237-3475 (Sect'. Gail) Email: (I ea4-F �alson�Norwest.com Ms. Dana North 1024 St Vincent Street South Bend, DI 46617 W orkph=: 284-4522 Email: dnorth(alsriinhearvs.edu Rev. Timothy Rouse First A.M.E. Zion Church Sol N. Eddy Street South Band, IN 46617 HomePhone: 23349 pagon $88-552-2919 Ms.marguerite Taylor 714 Corby Houlevsrd South Bend, IN 46617 Home phone: 233-3804 Workphone: 234-6041 Mr. Thomas Taylor 1433 WoodcrestDrive South Bend, IN 46617 Home Phone: 233.6923 Email: Mr, Lynn Coleman 1400 County -City Bldg. South Bend, IN 46601 Work Phone: 235-5854 Fax:235-9892 peril 1ODlema n i south benddn us Mr. Kul King 441 County -City Bldg. South Bend, IN 4660i WorkPhone: 235.5978 Home Phone: 232-3401(Use) Mr. Louis M. Nami University of Notre lime 400Main Bldg. Notre Dome, IN 46556 Wo&phone: 631.6799 (Sect'. Nancy) Do= Carol711Woo University ofNotM Dame 204A Mend0v College of Business Notre Dame, Indiana 46556 Workphone: 631-7992 (Sect'. Pat) Mr.Pbil Newbold M=M al Hospital and Health System 6151Q. Miebigan Street Somh Bend. IN 46601 workphone:284.7115 (Secy.Lore) Mr. Jack Roberts Madison Center and Hospital 403 East Madison Street South Bend, IN 46617 wmicphane. 234-0061(Seey. Laura) Mr. Tim Sexton St 7oseph Regional Medical Center $01 E.IA We Son* Bend, IN 46617 e Work Phew 239-6139 (ScY• Janet) Email: sexm^*r . t ,;.,,....-- ... TOTAL P.02 h gMt;x3z�n> a-,, - NORTHEASTBYLAWS OF ;O.;,c,Dt, ARTICLE I General Section 1. Name. The name of the corporation is Northeast Neighborhood Revitalization Organization, Inc., ("Corporation ") Section 2. Address. The post office address of the Corporation's registered office is 803 Lincolnway West, South Bend, Indiana 46616. The initial registered agent in charge of the registered office is Richard A. Nussbaum, U. Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December next succeeding. Membership Section 1. Eli ig_bility for Membership. Persons and corporations who have contributed to the Corporation funds in certain amounts or have made commitments to contribute funds in the amounts set forth in Section 2, shall be eligible for Membership in the Corporation. Any person who is thus eligible for Membership and who agrees to abide by these Bylaws and all other rules and regulations adopted by the Board of Trustees, may become a Member of the Corporation upon written application, acceptance by the Board of Trustees, and payment of the aforementioned contributed funds. Unless designated by Board of Trustees, no other person or corporation shall be eligible to become a Member of the Corporation. This version of the By -Laws was approved by the NNRO Board of Trustees on February 10, 2010. Section 2. Classes of Membership. There shall be two classes of Membership, Class A and Class B. Members shall be designated as Class A Members or Class B Members according to the amounts of their respective contributions of funds to the Corporation, as set forth below: a. Class A Members. Members who have contributed, or made a commitment to contribute, an amount not less than three hundred thousand dollars ($300,000) over a period no longer than five (5) years, shall be Class A Members. b. Class B Members. Members who have contributed, or made a commitment to contribute, an amount not less than one hundred twenty-five thousand dollars ($125,000) and up to three hundred thousand dollars ($300,000) over a period no longer than five (5) years, shall be Class B Members. Board of Trustees Section 1. Trustees. The affairs of the Corporation shall be managed, controlled, and conducted by, and under the supervision o4 the Board of Trustees, subject to the provisions of the Articles of Incorporation and these Bylaws. The Board of Trustees shall have the number of members, no more than twenty (20) and no fewer than three (3), as designated by resolution of the Board of Trustees from time to time. When not so designated, the number of Trustees shall be fourteen (14). Section 2. Composition of the Board of Trustees The Board of Trustees shall be composed as follows: a. Two (2) persons who are nominated by the chief executive officer of each Class A Member, b. One (1) person who is nominated by the chief executive officer of each Class B Member, and c. For each Trustee nominated by the Class A Members and Class B Members, one additional person (hereafter referred to as "Resident Trustee") who is nominated by a nominating committee and who is a resident of the area generally known in the City of South Bend as the Northeast Neighborhood, which is bounded on the north by Angela Boulevard and Edison Street, on the east by Twyckenham Drive, on the south by Jefferson Boulevard west of Eddy Street and Colfax Avenue east of Eddy Street, and on the west by the St. Joseph River and Michigan Street. At least one (1) Resident Trustee shall be elected to serve as a resident trustee by the Northeast Neighborhood Council (" NENC"). Article U Section 3. Election QualificatiOA and Term of Office of Trustees. Candidates to be Trustees shall be nominated in accord with the provisions of Section 2 of this Article III. At the regular meeting of the Board of Trustees immediately preceding the expirations of the tern of any Trustee, or at a special meeting called for such purpose, the Trustees of the Corporation by a majority vote shall elect from among the nominees a new Trustee to replace the Trustee whose term will expire, or has expired, and each such new Trustee shall serve for a term of three (3) years and until her or his successor is elected and qualified. The terms of Trustees shall be staggered so that in any given year only a portion of the total number of Trustees shall be elected. A Trustee nominated by a Class A or Class B Member, and subsequently elected and qualified, may be replaced during his or her three (3) year term by the chief executive officer of that institution making a new appointee to the Board of Trustees for its consideration. A schedule of terms for each Trustee shall be distributed to the Members of the Board of Trustees at the annual meeting or as soon thereafter as possible. Section 4. Ouorum and Voting. A majority of Trustees in office immediately before a meeting begins shall constitute a quorum for the transaction of any business properly to come before the Board of Trustees. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. Section 5. Regular Meeting_ The Board of Trustees may hold regular meetings, as . fixed by these Bylaws or by resolution of the Board of Trustees, for the purpose of transacting such business as properly may come before the Corporation's Board of Trustees. Such regular meetings of the Board of Trustees may be held without notice of the date, time, place, or purpose of the meeting. Section 6. Special Meetings. Notwithstanding the preceding Section 5 the Board of Trustees may hold special meetings for any lawful purpose upon not less than two (2) days notice, as described in Section 7 of these Bylaws, upon call by the President of the Corporation or by twenty percent (20°/u) of the Trustees then in office. A special meeting shall be held at such date, time, and place within or without the State of Indiana as is specified in the call of the meeting. The purpose of any such meeting need not be specified. Section 7. Notice of Special Meetings and Waiver. Oral, written or electronic notice of the date, time, and place of each special meeting of the Board of Trustees shall be communicated, delivered, ,mailed or electronically communicated by the Secretary of the Corporation, or by the person or persons calling the meeting, to each member of the Board of Trustees so that such notice is effective at least two (2) days before the date of the meeting. The notice need not describe the purpose of the separate special meeting. Oral notice shall be effective when communicated. Electronic notice shall be effective when received. Written notice shall be effective at the earliest of the following: (1) When received; (2) Five (5) days after the notice is mailed, as evidenced by the postmark or private carrier receipt, if mailed correctly addressed to the address listed in the current records of the Corporation; (3) On the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (4) Thirty (30) days after the notice is deposited with another method of the Unites States Postal Service other than first class, registered, or certified postage affixed, as evidenced by the postmark, if mailed correctly addressed to the address listed in the most current records of the Corporation. 4 Notice may be waived in writing, signed by the Trustee entitled to the notice, and filed with the minutes or the corporate records. Attendance at or participation in any meeting of the Corporation's Board of Trustees shall constitute a waiver of notice of such meeting unless the Trustee shall, at the beginning of the meeting or promptly upon the Trustee's arrival, object to holding the meeting and does not vote for or assent to action taken at the meeting. Section S: Means of Communication.. The Board of Trustees may (a) permit a Trustee to participate in a regular or special meeting by or (b) conduct a regular or special meeting through the use of any means of communication by which all Trustees participating may simultaneously hear each other during the meeting. A Trustee participating in a meeting by such means shall be considered present in person at the meeting. Section 9. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting if a written consent describing such action is signed by each Trustee or all committee members, as the case may be, and such written consent is included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent shall be effective when the last Trustee or committee member signs the consent, or sent by telecopy or other document transmitted electronically by the Trustee which shall be deemed "executed in writing by the Trustee", unless the consent specifies a prior or subsequent effective date. A consent signed as described in this Section 9 shall have the effect of a meeting vote and may be described as such in any meeting document. Section 10. Proxies. A Trustee entitled to vote at any meeting of Trustees may vote either in person or by proxy granted to any other trustee executed in writing by the Trustee. For .. .. ... _ _.._____ ___e Lam. —1.......... -- ..t6mr trnmmitted electronically by the Trustee shall be deemed "executed in writing by the Trustee". No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided therein. Section 11. Vacancies. In the event of any vacancy on the Board of Trustees, the remaining Trustees may elect by a majority vote, from among nominees submitted in accord with the provisions of Section 3 of this Article III, a new Trustee who then shall serve for the reminder of the departing Trustee's term and until her or his successor is elected and qualified. ARTICLE IV Officers Section 1. In General. The officers of this Corporation shall be a President, a Vice - President, a Secretary, a Treasurer, and such other officers as the Board of Trustees may otherwise elect. An Officer may simultaneously hold more than one (1) office. Each officer shall be elected by the Board of Trustees at a regular meeting and shall serve for (1) year and until the officer's successor is elected and qualified. All officers shall be members of the Board of Trustees. Any officer may be removed by majority vote of the Board of Trustees at any time, with or without cause. Any vacancy occurring in any office shall be filled by the Board of Trustees and the person elected to fill such vacancy shall serve until the expiration of the term vacated. Section 2. President. The President shall preside at all meetings of the Board of Trustees of the Corporation and shall be responsible for implementation of policies established by the Board of Trustees. The President shall perform the duties incident to the office of chief executive officer of the Corporation and such other duties as the Board of Trustees may prescribe. 6 Section 3. Vice President. The Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him. At the request of the President, the Vice President may, in the case of the -absence or inability to act of ther President, temporarily act in his/her place. In the case of the death of the President, or in the case of his/her absence or inability to act without having designated a Vice President to act temporarily in his/her place, the Vice President so to perform the duties of the President shall be designated by the Board of Trustees. Section 4. SppEgaM The Secretary shall be the custodian of all papers, books, and records of the Corporation other than books of account and financial records. The Secretary shall prepare and enter in the minute book the minutes of all meetings of the Board of Trustees. The Secretary shall authenticate records of the Corporation as necessary. The Secretary shall perform the duties usual to such position and such other duties as the Board of Trustees or President may prescribe. Section 5 Treasurer. The Treasurer shall prepare and maintain correct and complete records of account showing accurately the financial condition of the Corporation. All notes, securities, and other assets coming into the possession of the Corporation shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever requested by the Board of Trustees or the President, a Statement of the financial condition of the Corporation and shall perform the duties usual to such position and such other duties as the Board of Trustees or President may prescribe. 7 Committees Section 1. Executive Committee. The Board of Trustees may, by resolution adopted by a majority of the Trustees then in office, designate two (2) or more Trustees of the Corporation to constitute an Executive Committee which, to the extent provided in such resolution and consistent with Indiana law, shall have and exercise the authority of the Board of Trustees in the management of the corporation's affairs during intervals between the meetings of the Board of Trustees. The Executive Committee shall be subject to the authority and supervision of the Board of Trustees. Section 2. Other Committees. The Board of Trustees may establish other committees, in addition to the Executive Committee, to accomplish the goals and perform the programs of the Corporation. Such committees shall have such responsibilities and powers as the Board of Trustees shall specify. Members of such other committees may, but need not, be members of the Board of Trustees. A committee member appointed by the Board of Trustees may be removed by a majority vote of the Board of Trustees with or without cause. ARTICLE DTI Contracts, Checks, Loans, Deposits and Gifts Section 1. Contracts. The Board of Trustees may authorize one (1) or more officers or agents of the Corporation to enter into any contract or execute any instrument on its behalf. Such authorization may be general or confined to specific instances. Unless so authorized by the Board of Trustees, no officer, agent, or employee shall have any power to bind the Corporation or to render it liable for any purpose or amount. 8 Section 2. Checks. All checks, drafts, or other orders, for payment of money by the Corporation shall be signed by such person or persons as the Board of Trustees may from time to time designate by resolution. Section 3. Loans. Unless authorized by the Board of Trustees, no loan shall be made by or contracted for on behalf of the Corporation and no evidence of indebtedness shall be issued in its name. Section 4. Deposits. All funds of the Corporation shall be deposited into its credit in such bank, banks or other depositaries as the Board of Trustees may specify. Section 5. Gifts. The Board of Trustees may accept on behalf of the Corporation any gift, bequest, devise or other contribution for the purposes of the corporation on such terms and conditions as the Board of Trustees shall determine. Distribution of Assets Upon Dissolution of the Corporation Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of by the Probate Court of St. Joseph County, Indiana, or the County in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ARTICLE VHI , Amendments The power to make, alter, amend, or repeal the Bylaws is vested in the Board of Trustees of the Corporation. • INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: FEB ® U 2001 NORTHEAST NEIGHBORHOOD REVITALIZATION ORGANIZATION INC C/O RICHARD A NUSSBAUM II PO BOX 300 210 S MICHIGAN ST SOUTH BEND, IN 46624 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 35-2118149 DLN: 17053018020031 Contact Person: DEL TRIMBLE ID# 31309 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: June 30 Foundation Status Classification: 509 (a) (1) Advance Ruling Period Begins: August 24, 2000 Advance Ruling Period Ends: June 30, 2005 Addendum Applies: No Based on information you supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3). Because you are a newly created organization, we are not now making a final determination of your foundation status under section 509(a) of the Code. However, we have determined that you can reasonably expect to be a publicly supported organization described in sections 509(a)(1) and 170(b)(1)(A)(vi). Accordingly, during an advance ruling period you will be treated as a publicly supported organization, and not as a private foundation. This advance ruling period begins and ends on the dates shown above. Within 90 days after the end of your advance ruling period, you must send us the information needed to determine whether you have met the require- ments -of the applicable support test during the advance ruling period. If you establish that you have been a publicly supported organization, we will classi- fy you as a section 509(a)(1) or 509(a)(2) organization as long as you continue to meet the requirements of the applicable support test. If you do not meet the public support requirements during the advance ruling period, we will classify you as a private foundation for future periods. Also, if we classify you as a private foundation, we will treat you as a private foundation from your beginning date for purposes of section 507(d) and 4940. Grantors and contributors may rely on our determination that you are not a private foundation until. 90 days after the end of your advance ruling period. If you send us the required information within the 90 days, grantors and contributors may continue to rely on the advance determination until we make Letter 1045 (DO/CG) -2- is NORTHEAST NEIGHBORHOOD a final determination of your foundation status. If we publish a notice in the Internal Revenue Bulletin stating that we will no longer treat you as a publicly supported organization, grantors and contributors may not rely on this determination after the date we publish the notice. In addition, if you lose your status as a publicly supported organi- zation, and a grantor or contributor was responsible for, or was aware of, the act or failure to act, that resulted in your loss of such status, that person may not rely on this determination from the date of the act or failure to act. Also, if a grantor or contributor learned that we had given notice that you would be removed from classification as a publicly supported organization, then that person may not rely on this determination as of the date he or she acquired such knowledge. If you change your sources of support, your purposes, character, or method of operation, please let us know so we can consider the effect of the change on your exempt status and foundation status. If you amend your organizational document or bylaws, please send us a copy of the amended document or bylaws. Also, let us know all changes in your name or address. As of January 1, 1984, you are liable for social security taxes under the Federal Insurance Contributions Act on amounts of $100 or more you pay to each of your employees during a calendar year. You are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). • Organizations that are not private foundations are not subject to the pri- vate foundation excise taxes under Chapter 42 of the Internal Revenue Code. However, you are not automatically exempt from other federal excise taxes. If you have any questions about excise, employment, or other federal taxes, please let us know. Donors may deduct contributions to you as provided in section 170 of the Internal Revenue Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Donors may deduct contributions to you only to the extent that their contributions are gifts, with no consideration received. Ticket purchases and similar payments in conjunction with fundraising events may not necessarily qualify as deductible contributions, depending on the circumstances. Revenue Ruling 67-246, published in Cumulative Bulletin 1967-2, on page 104, gives guidelines regarding when taxpayers may deduct payments for admission to, or other participation in, fundraising activities for charity. You are not required to file Form 990, Return of Organization Exempt From Income Tax, if your gross receipts each year are normally $25,000 or less. If you receive a Form 990 package in the mail, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25,000 or less, and sign the return. Because you will be treated as a public charity for return filing purposes during your entire advance ruling period, you should file Form 990 for each year in your advance ruling period . Letter 1045 (DO/CG) -3- • NORTHEAST NEIGHBORHOOD that you exceed the $25,000 filing threshold even if your sources of support do not satisfy the public support test specified in the heading of this letter. If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5 percent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding $1,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1,000,000 shall not exceed $50,000. This penalty may also be charged if a return is not complete. So, please be sure your return is complete before you file it. You are not required to file federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unre- lated trade or business as defined in section 513 of the Code. You are required to make your annual information return, Form 990 or Form 990-EZ, available for public inspection for three years after the later of the due date of the return or the date the return is filed. You are also • required to make available for public inspection your exemption application, any supporting documents, and your exemption letter. Copies of these documents are also required to be provided to any individual upon written or in person request without charge other than reasonable fees for copying and postage. You may fulfill this requirement by placing these documents on the Internet. Penalties may be imposed for failure to comply with these requirements. Additional information is available in Publication 557, Tax -Exempt Status for Your Organization, or you may call our toll free number shown above. You need an employer identification number even if you have no employees. If an employer identification number was not entered on your application, we will assign a number to you and advise you of it. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service. This determination is based on evidence that your funds are dedicated to the purposes listed in section 501(c)(3) of the Code. To assure your continued exemption, you should keep records to show that funds are spent only for those purposes. If you distribute funds to other organizations, your records should show whether they are exempt under section 501(c)(3). In cases where the recipient organization is not exempt under section 501(c)(3), you must have evidence that the funds will remain dedicated to the required purposes and that the recipient will use the funds for those purposes. If we said in the heading of this letter that an addendum applies, the 0 Letter 1045 (DO/CG) -4- NORTHEAST NEIGHBORHOOD addendum enclosed is an integral part of this letter. Because this letter could help us resolve any questions about your exempt status and foundation status, you should keep it in your permanent records. We have sent a copy of this letter to your representative as indicated in your power of attorney. If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Enclosure(s): Form 872-C Sincerely yours, Steven T. Miller Director, Exempt Organizations Letter 1045 (DO/CG) BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date July 1, 2024 Name Joseph Molnar Department Division/Bureau DCI Planning BPW Date July 9` 2024 Phone Extension 6052 Required Prior to Submittal to Board Legal ® Attorney Name: Danielle Campbell Weiss Controller ❑ Purchasing ❑ Check the Appropriate Item Type — Required for All Submissions ❑ Agreement Amendment ❑ Contract ❑ Proposal ❑ Addendum F1 Professional Services n Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ C/O & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control: ® Other: Transfer Agreement Required Information Company or Vendor Name Northeast Neighborhood Revitalization Organization Inc ❑ Yes ® No ❑ If Yes, Approved by New Vendor Purchasing MBE/WBE Contractor ❑ MBE ❑ WBE MBE/WBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name Transfer of Real Property 839 South Bend Ave Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description The City is transferring ownership of 839 South Bend Ave to the Northeast Neighborhood Revitalization Organization for the use of the space as a small pocket park maintained by the organization. ❑ Required Contractor's Certification Forms Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.) Required For Change Orders Only Amount of ❑ Increase $ ❑ Decrease $ Previous Amount Current Percent of Change New Amount Total Percent of Change: % Dispersal After Approval Copy Original ® ❑ Andrew Netter