Main Menu

 course

 donate

 donate

 subscribe

 gts news

New Students

Board of Trustees Resolution May 18, 2010

18 May 2010 -- Resolution from the Seminary's Board of Trustees


RESOLUTION
Approved Unanimously by the Board of Trustees of The General Theological Seminary
May 18, 2010

PREAMBLE In faith and with firm commitment, the Board of Trustees of the General Theological Seminary will continue to carry out our mission to educate and form leaders for the church in a changing world.  In answer to this call we pledge all our best efforts and will recruit and call an interim Dean and President in the coming weeks in order help lead and guide us forward.

Further, To this end we have endorsed the specific plans outlined below.  This plan will provide needed resources for immediate needs; meanwhile we are deeply committed to pursuing all productive avenues for conversations with other seminaries and institutions of the Episcopal Church to consider collaborations and common programs.

Whereas, The General Theological Seminary of the Episcopal Church in the United States (the “Seminary”) wishes to subject a portion of the Seminary’s property (land and improvements) located at Block 718, Lot 1 in the Borough of Manhattan (“Block 718, Lot 1”) and commonly referred to as “Chelsea 2, 3, 4” (such property, ”Chelsea 2, 3, 4”) to a condominium regime for the purposes of establishing distinct residential condominium units (the “Residential Units”); and

Whereas, The Seminary wishes to sell not more than four of the resulting Residential Units upon such terms as may be approved by the Executive Committee of the Board of Trustees of the Seminary but in no event for an amount less than the fair market value of such residential Units;

Now, therefore,

1)     Be it resolved that the Seminary be and is hereby authorized, empowered and directed to a) establish a condominium regime for Chelsea 2,3,and 4, b) sell not more than four of the resulting Residential Units upon such terms as may be approved by the Executive Committee of the Board of Trustees of the Seminary but in no event for an amount less than the fair market value of such residential Units, and c) obtain the release of Chelsea 2,3 and 4 (or, alternatively, the release of the Residential units to be sold) the lien of the mortgages currently encumbering Block 718 Lot 1and held, respectively, by Manufacturers and Traders Trust Company and the Trustees of the Estate Belonging to the Diocese of Long Island (collectively, the mortgages) and if necessary subject the Residential Units not sold to the lien of the Mortgages (the transaction described in this resolution being hereinafter  referred to as the “Condominium Conversion and Sale”);

2)    Be it further resolved that the Seminary be and is hereby authorized empowered and directed to furnish all materials, execute and deliver any instruments and documents and take such further actions, as may be necessary to consummate and effect the Condominium Conversion and Sale, including procuring of any necessary approvals from the New York State Attorney General; and the New Your State Supreme Court; and

3)    Be it further resolved that the Dean and President of the Seminary or the Executive Vice president of the Seminary or any other officer or employee of the Seminary designated by the Board of Trustees or the Executive Committee of the Board of Trustees, be and is hereby authorized, empowered and directed to furnish all materials, execute and deliver and instruments and documents, and take such further actions as may be necessary to consummate and effect the Condominium Conversion and Sale, including procuring any necessary approvals from the New York State Attorney General and the New York State Supreme Court; and

4)    Be it further resolved that all actions heretofore taken by any officer or employees of the Seminary in respect of the Condominium Conversion and Sale are hereby ratified and confirmed.

5)    Be it further resolved that the Board of Trustees of the Seminary authorize an ad hoc committee composed of Denis O’Pray, Board Chair, and Sandra Johnson and David Pitts, Board Members, to negotiate terms of investment with interested institutions and parties and report the result of such negotiations to the Executive Committee so that the Executive Committee may determine if the requirements of the plan for  the infusion of cash for the operation reserved from the Condominium Conversion and Sale and special philanthropic gifts have been met and the financial restructuring can continue.

6)    Be it further resolved that the Executive Committee will seek and secure “letters of comfort” as to the efficacy and validity of the transactions proposed in this resolution from the interested institutions and parties including the Manufacturers and traders Trust Company.

7)    Be it further resolved that the Executive Committee will seek and secure a letter of advice resulting from an independent financial assessment conducted by a bona fide and recognized independent financial consultant or institution of high standing and integrity.

THE GENERAL THEOLOGICAL SEMINARY
440 West 21st Street, New York City, NY 10011   |   tel (212) 243-5150  fax (212) 727-3907

The General Seminary of the Protestant Episcopal Church is a tax exempt organization under section 501(c)(3) of the Internal Revenue Code.

hackerninja.com security badge