November 22, 2016

The Shareholders of Commodore John Barry, Inc. Approve Entering Into a Purchase and Sale Agreement between Commodore John Barry, Inc. and the Commodore Barry Arts and Cultural Center, and the Subsequent Dissolution of Commodore John Barry, Inc.

PHILADELPHIA – On November 17, 2016, the Shareholders of Commodore John Barry, Inc., a Pennsylvania corporation (the “Corporation”), approved a Purchase and Sale Agreement between the Corporation and the newly formed Commodore John Barry Arts & Cultural Center, a Pennsylvania nonprofit corporation (the “Arts & Cultural Center”).  In addition, the Corporation’s Shareholders approved the dissolution of the Corporation following the closing of such Purchase and Sale Agreement.

In a five-year long project, the Shareholders of the Corporation, the Members of the Society of Commodore John Barry, USN, the Boards of such entities, and volunteers in the Irish community fought to save the Commodore Barry Club commonly known as “The Irish Center.”  As part of The Irish Center’s strategic plan, it was imperative to establish a new organization that would be tax-exempt under section 501(c)(3) of the Internal Revenue Code in order to continue and expand the mission of bringing Irish arts and culture to the Philadelphia area; and so, the Arts & Cultural Center was formed in 2014.  The Internal Revenue Service has recognized the Arts & Cultural Center as a 501(c)(3) tax-exempt organization.

The structure of the new Arts & Cultural Center provides:

• Nonprofit and tax-exempt status
• Ability to provide tax deductibility of donations made to the Arts & Cultural Center
• Non-member organization with a Board of Directors to be chosen from among the active and participating organizations and individuals who are so vital to The Irish Center’s success

The Corporation’s Shareholders were invited to a meeting, held on November 17, 2016, to discuss and vote upon a proposal to approve the Purchase and Sale Agreement with the Arts & Cultural Center.  Attorneys Mary Mullany, Esquire and Andrew McCarthy, Esquire of Ballard Spahr LLP in Philadelphia donated significant time and energy, providing counsel and an executable plan on how to further the Corporation’s Irish cultural mission.

With the required quorum for the November 17, 2016 meeting of the Corporation’s Shareholders, and with overwhelming Shareholder support, the Shareholders of the Corporation voted to approve the Purchase and Sale Agreement between the Corporation and the Arts & Cultural Center.  Under the Purchase and Sale Agreement, the Corporation will sell its property located at 6815 Emlen Street in Philadelphia, Pennsylvania (the “Property”) to the Arts & Cultural Center in exchange for, among other things, the Arts & Cultural Center’s payoff of the indebtedness secured by a mortgage on the Property, the assumption by the Arts & Cultural Center of certain obligations to creditors of the Corporation, and the payment by the Arts & Cultural Center of an amount necessary to pay for the closing costs and applicable transfer taxes in connection with the sale of the Property to the Arts & Cultural Center.  Also at the November 17, 2016 meeting of the Corporation’s Shareholders, the Shareholders voted to approve the dissolution of the Corporation after the consummation of the transactions contemplated by the Purchase and Sale Agreement.

The existing Board of Directors of the Arts & Cultural Center includes John “Sean” McMenamin, Lisa Maloney, Esquire, and Christine Madden, Esquire.  Upon the future transfer of assets to the Arts & Cultural Center, a new Board of Directors comprised of representatives of existing Irish societies and groups will be elected to oversee the new Arts & Cultural Center.  The building on the Property, known for operating as the “The Irish Center,” will continue its 50 plus year legacy of bringing Irish programs to the thousands of individuals in the Irish diaspora in the Greater Delaware Valley under the framework of a 501(c)(3) tax-exempt nonprofit organization.

About Commodore John Barry, Inc.

Commodore John Barry, Inc. is a Pennsylvania corporation located at 6815 Emlen Street, Philadelphia, Pennsylvania.  Its primary mission is to provide a location for the Society of Commodore John Barry, USN and other Irish groups to bring music, heritage, and dance programs to the Irish community in Philadelphia.

Additional information may be found at www.theirishcenter.com or https://www.facebook.com/Commodore-Barry-Club-The-Irish-Center-68673146338/.

For more information please contact Sean McMenamin, President of the Commodore Barry Arts and Cultural Center, at (215) 850-0518.