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THE MANHATTAN CLUB
200 WEST 56TH STREET
NEW YORK, NEW YORK
MINUTES OF THE ANNUAL MEETING OF OWNERS
AUGUST 12, 2009
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The Annual Meeting of Owners of the Manhattan Club Timeshare Association Inc. ("Timeshare Association") was held on August 5, 2009 in the Skyline Suite at The Park Central New York Hotel located at 870 Seventh Avenue, New York, New York at 9 A.M.
The meeting was duly called to order by Joshua A. Wirshba, a member of the Board of Directors ("Timeshare Board") of the Timeshare Association, who stated the object of the meeting.
Mr. Wirshba presented the proof of notice of meeting as mailed and transmitted by BSG Broadridge Tabulation Services ("Broadridge").
Based upon information confirmed by Broadridge, Mr. Wirshba announced that the total number of Owners required for a quorum was represented at the meeting, in person or by proxy, and that the meeting was duly organized and ready to transact the business before it.
Owner Richard Mulvaney gave a report of the Nominating Committee. The Nominating Committee consists of Richard Mulvaney, Stuart Eichner and Joshua A. Wirshba.
Prior to the Annual Meeting, ten (10) Owners submitted resumes for the three (3) Non-Sponsor positions on the Timeshare Board. Earlier this year the Timeshare Board reviewed the procedures outlined in the Timeshare Offering Plan regarding the Election of Directors and the Nominating Committee. This was precipitated by an Owner's proposal to increase the number of candidates made available. Secondly, this proposal included a requirement to have each candidate provide a statement of purpose as well as a brief resume. It was unanimously decided and voted upon on by the Timeshare Board that it would be in the best interest of the Owner's and less confusing to have no more than five (5) qualified candidates nominated for the three (3) Non-Sponsor positions. The Nominating Committee determined that the slate for the Non-Sponsor positions on the Timeshare Board for 2009 would be the following persons:
Robert Ballot
Neil Gilberg
James T. Dunphy
Patricia Soltys
Sol Moretsky
Mr. Wirshba certified the proxies. Broadridge sent ballot proxies to 13,685 Owners with 3,096 voted Ownership Interests received for a 22.62% response. 15% is required for a quorum.
Mr. Wirshba stated that the election of directors of the Timeshare Association was then in order and that nominations would be taken from the floor. There were no nominations from the floor. At this time, Owners who were attending the Annual Meeting and wished to vote in person then had their ballots collected from the floor.
Mr. Wirshba then reported that the votes for the slate had been tallied as follows: 1,429 for Patricia Soltys, 1,303 for James T. Dunphy, 999 for Robert Ballot, 930 for Neil Gilberg, 766 for Sol Moretsky.
Therefore, the following Directors of the Timeshare Board were elected and/or designated for the ensuing year:
Stuart Eichner - President
Scott L. Lager - Vice President
Joshua A. Wirshba - Board Member
Salvatore P. Reale - Board Member
Robert Ballot - Non-Sponsor Board Member
James T. Dunphy - Non-Sponsor Board Member
Patricia Soltys - Non-Sponsor Board Member
There being no further business, the meeting was adjourned.
Dated the 12th day of August 2009.
Salvatore P. Reale, Secretary
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