HomeMy WebLinkAboutDMCC Resolution No. 186-2025 (Approving Amendments To Reflect Biennial Budget)
DESTINATION MEDICAL CENTER CORPORATION
RESOLUTION NO. 186-2025
A RESOLUTION APPROVING AMENDMENTS TO REFLECT BIENNIAL BUDGET
The following Resolution was offered by Kim Norton, seconded by Mark Thein.
BACKGROUND RECITALS
A. The Destination Medical Center Corporation (“DMCC”) has historically operated
under an annual budgeting framework, preparing, approving, and administering its budget on a
fiscal-year basis; and
B. DMCC has determined that transitioning from an annual budget to a biennial
budget is in its best interests to align with the biennial budgeting process followed by the City of
Rochester; and
C. In order to effectuate the transition to a biennial budget, DMCC has caused a review
of its governing documents, and other agreements, including applicable loan documents, relating
to or referencing such annual budget to identify all provisions referencing or relying upon an
annual budget cycle; and
D. Though this review, DMCC determined that the Amended and Restated Articles of
Incorporation, the Bylaws, the Agreement for Destination Medical Center Services, the Agreement
for DMCC Funding and Support, the Working Capital Loan Agreement (DMCC – EDA), and the
Working Capital Loan Agreement (DMCC-City) (collectively, the “Budget Documents”) each
contain references to, or requirements for, an annual budget and therefore must be amended to
reflect the adoption of a biennial budgeting process; and
E. To implement the biennial budget framework, DMCC has prepared, reviewed, and
desires to formally adopt, in substantially similar forms to what was presented to and reviewed by
the Board at the duly held meeting, the following amended Budget Documents: (1) First
Amendment to Amended and Restated Articles of Incorporation of Destination Medical Center
Corporation (“Articles Amendment”), (2) First Amendment to Bylaws of Destination Medical
Center Corporation (“Bylaws Amendment”); (3) First Amendment to Agreement for Destination
Medical Center Services (“DMC Service Agreement Amendment”); (4) First Amendment to
Agreement for DMCC Funding and Support (“Funding Amendment”); (5) Second Amendment
to the Working Capital Loan Agreement (DMCC-EDA) (“EDA Loan Amendment”); and (6)
Second Amendment to the Working Capital Loan Agreement (DMCC-City) (“City Loan
Amendment”) (collectively, the “Budget Amendments”).
RESOLUTION
NOW, THEREFORE, BE IT RESOLVED, by the requisite vote of the DMCC Board of
Directors, that the Budget Amendments be, and hereby are, ratified and approved, conditioned
upon receiving requisite further approvals from the City or counter-parties to the Budget
Documents, as applicable and where required by the terms of the applicable Budget Documents.
2
BE IT FURTHER RESOLVED, that the Chair or Treasurer of the DMCC is hereby
authorized and directed to transmit this Resolution to the City of Rochester and other necessary
counter-parties and to take such actions as are necessary or convenient to effectuate and carry out
the foregoing resolutions.
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The question was on the adoption of the Resolution and there were 8 YEAS
and 0 NAYS, as follows:
BOARD OF DIRECTORS
Destination Medical Center Corporation
YEA NAY OTHER
Douglas M. Baker, Jr. X
Kristin Beckmann X
James R. Campbell X
Kim Norton X
Randy Schubring X
Mark Thein X
Pamela Wheelock X
Paul D. Williams X
RESOLUTION ADOPTED on December 10, 2025.
ATTEST:
Pamela Wheelock, Chair
Destination Medical Center Corporation