HomeMy WebLinkAboutConsent of Managers UNANIMOUS CONSENT OF MANAGERS
IN LIEU OF ORGANIZATIONAL MEETING
OF
JOE AND JANET JOHNSON LAND AND INVESTMENTS GP, LLC
February 6, 2004
The undersigned, being all of the managers named in the Articles of Organization of Joe
and Janet Johnson Land and Investments GP, LLC, a Texas limited liability company (the
"Company"), hereby, pursuant to the provisions of Article 2.23.B of the Texas Limited Liability
Company Act, consent to and approve the following resolutions and each and every action
effected thereby:
1. Articles of Organization.
RESOLVED, that the Articles of Organization that were submitted to, and
reviewed by, the managers of the Company and that have been filed in the office
of the Secretary of State of the State of Texas on February 6, 2004, are approved,
accepted, ratified, and adopted as the Company's Articles of Organization.
FURTHER RESOLVED, that the Secretary of the Company is directed to
insert the Articles of Organization and the Certificate of Organization issued by
the Secretary of State of the State of Texas in the minute book of the Company.
2. Regulations.
RESOLVED, that the Regulations for the regulation and management of
the affairs of the Company that were submitted to, reviewed by, and executed by
the managers of the Company are approved and adopted for and as the
Regulations of the Company, and the Secretary of the Company is directed to
insert a copy of the Regulations in the minute book of the Company.
3. Minute Book.
RESOLVED, that (a) the minute book presented to the managers of the
Company is approved and adopted, and the action of the Secretary in inserting in
it the Articles of Organization, the Certificate of Organization, and the
Regulations is ratified and approved, and (b) the Secretary is hereby directed to
authenticate the minute book, to retain custody of it, and to insert therein minutes
of any meeting and of other proceedings (or written waivers and consents to any
manager, member or other action) of the managers or members of the Company
and other appropriate records of the Company.
4. Election of Officers.
RESOLVED, that, pursuant to Section 6.1 of the Regulations, the
following persons are elected to the office set forth opposite their respective
names, to serve as such until such officer's successor is elected or appointed and
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AUSTIN 369758v1 53423-00001 14 Iia
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qualified or, if earlier, until such officer's death, resignation, or removal from
office:
Name Office
Janet M. Johnson President, Treasurer and Secretary
5. Compensation of Officers.
RESOLVED, that until further action by the managers of the Company,
the officers of the Company shall serve as such without salary or other
compensation.
6. Issuance of Membership Interests.
RESOLVED, that the Company issue the percentage of membership
interests to the following persons for the consideration set forth below opposite
their respective names:
Name Percentage Consideration
Joseph S. Johnson 50.00% $100.00
Janet M. Johnson 50.00% $100.00
FURTHER RESOLVED, that following the issuance of such membership
interests, they shall be duly issued, validly outstanding, fully paid and
nonassessable.
7. Banking and Borrowing.
RESOLVED, that the Company establish such banking arrangements as
from time to time become necessary, desirable or appropriate, including
arrangements with respect to establishing and maintaining checking accounts and
with respect to borrowing funds, and that the signatures of at least 51% interest of
the managers of the Company at the bottom of the form of certificate of
resolution(s) customarily required by any such banking institution authorizing
such arrangements shall constitute and be construed as a unanimous written
consent to the adoption of such resolution(s) by the managers of the Company
under the provisions of Article 2.23.B of the Texas Limited Liability Company
Act, and that the Secretary of the Company is hereby authorized to certify to such
resolution(s) so signed by such managers of the Company in such form as said
banking institution may customarily require, and such resolution(s) so certified
shall be deemed to be copied in the minute book as if set forth therein in full.
RESOLVED FURTHER, that the President and Treasurer of the Company
are hereby authorized to borrow, from time to time, in the name and on behalf of
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AUSTIN 369758v1 53423-00001
the Company, such funds in such amounts from such persons or lending
institutions as permitted by the Regulations.
RESOLVED FURTHER, that the signatures representing 60% of the
interests of the managers of the Company at the bottom of the form of certificate
of resolution(s) customarily required by any such lenders authorizing such
borrowing shall constitute and be construed as a unanimous written consent to the
adoption of such resolution(s) by the managers of the Company under the
provisions of Article 2.23.B of the Texas Limited Liability Company Act, and
that the Secretary of the Company is hereby authorized to certify to such
resolution(s) so signed by such managers of the Company in such form as said
lender may customarily require, and such resolution(s) so certified shall be
deemed to be copied in the minute book as if set forth therein in full.
8. Annual Meeting of Members.
RESOLVED, that the annual meeting of members of the Company shall
be held during each calendar year on such date and at such time as shall be
designated from time to time by the managers.
9. Organizational Expenses.
RESOLVED, that the appropriate officer of the Company be, and hereby
is, authorized and directed to pay all charges and expenses incident to and
necessary for the organization of the Company and to reimburse any person who
has made any disbursement therefor.
10. Fiscal Year.
RESOLVED, that the fiscal year of the Company shall end on the last day
of December of each year.
11. Qualification to Transact Business as a Foreign Limited Liability Company.
RESOLVED, that the appropriate officers of the Company are hereby
authorized and directed to cause the Company to qualify as a foreign limited
liability company in such jurisdictions as may be legally required by reason of the
property owned, business conducted, or other activities effected by the Company
in such jurisdictions now or at any time hereafter.
12. Partnership Agreement.
RESOLVED, that the Company is hereby authorized to enter into the
Agreement of Limited Partnership of Joe and Janet Johnson Land and
Investments, Ltd. (the "Partnership Agreement") in substantially the form
presented to the managers on this date, and that the President is authorized and
directed to execute and deliver the Partnership Agreement for and on behalf of the
Company and, subject to such changes therein as the President shall approve
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AUSTIN 369758v1 53423-00001
(such approval to be conclusively evidenced by the execution thereof), the
Partnership Agreement and each of the transactions contemplated thereby are
hereby adopted and approved.
13. General Authorization.
RESOLVED, that the officers of the Company are hereby severally
authorized (a) to sign, execute, certify to, verify, acknowledge, deliver, accept,
file, and record any and all instruments and documents, and (b) to take, or cause
to be taken, any and all such action, in the name and on behalf of the Company, as
(in such officer's judgment) shall be necessary, desirable or appropriate in order
to effect the purposes of the foregoing resolutions.
RESOLVED FURTHER, that any and all action taken by any officer or
member of the Company prior to the date this Consent is actually executed in
effecting the purposes of the foregoing resolutions is hereby ratified, approved,
confirmed, and adopted in all respects.
14. Multiple Counterparts; Facsimile Signatures.
RESOLVED, that this Consent may be executed in multiple counterparts
and may be transmitted via facsimile or other electronics means, and execution by
any of the undersigned by such means shall be deemed original for all purposes
and have the same force and effect as a manually-signed original.
EXECUTED to be effective as of the date first above written.
MANAGERS
MP 6).P.A.A
Jos, ,h S evens Johnson
A aNCL-1)11C(41 a I
J - ' May Johnson
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AUSTIN 369758v1 53423-00001
MANAGERS' CERTIFICATE
We, the undersigned, Managers of JOE AND JANET JOHNSON LAND AND
INVESTMENTS G.P., LLC, a Texas limited liability company (the "Company") do hereby
certify that: (i) that the Company is duly organized and existing under the laws of the State of
Texas and is authorized to do business in the State of Texas; that all franchise and other taxes
required to maintain its company existence have been paid when due and that no such taxes are
delinquent; that no proceedings are pending for the forfeiture of its Certificate of Organization or
for its dissolution,voluntarily or involuntarily; that it is fully qualified and in good standing to do
business in all jurisdictions in which the nature of its business requires it to be qualified; that
there is no provision of the Articles of Organization or Regulations of the Company limiting the
power of the Members to pass the Resolutions set forth below; (ii) that JOE AND JANET
JOHNSON LAND AND INVESTMENTS G.P., LLC, is the sole general partner of JOE
AND JANET JOHNSON LAND AND INVESTMENTS, L.P. (the "Partnership"), and that
JOE AND JANET JOHNSON LAND AND INVESTMENTS, L.P., is a limited partnership
duly organized and existing under the laws of the State of Texas and is authorized to do business
in the State of Texas; and (iii) that on the 21St day of June, 2005, by written consent of the
Managers of the Company, the following resolutions were unanimously adopted and recorded in
the minutes of the books of said Company kept by the Company and are in accord with and
pursuant to the Articles of Organization and Limited Liability Company Agreement of the
Company and are now in full force and effect,to-wit
RESOLVED, that JOSEPH S. JOHNSON, is hereby appointed to be an authorized
Agent of the Company; and
FURTHER RESOLVED, that JOSEPH S. JOHNSON, Agent, acting individually, be,
and is hereby authorized, empowered, and directed to execute, acknowledge, and deliver
on behalf of the Company, as the general partner of the Partnership, such contracts,
assignments, affidavits, deeds, deeds of trust, financing statements, security agreements,
and other instruments, containing any terms and conditions that he may, in his sole
discretion, deem necessary or desirable in connection with property owned by the
Company and located in College Station, Brazos County, Texas; and the attestation by
the Secretary of the Company and the affixation of the seal of the Company shall not be
necessary;
RESOLVED FURTHER, that the Managers of the Company are directed to certify the
Minutes of this meeting and the contents of these resolutions and to deliver such
certification in support of the authority of the above officer to act.on behalf of the
Company.
We further certify that the following are the duly elected and incumbent managers and
officers of the Company and that the true and correct signatures of the individuals authorized to
act on behalf of the Company are as set forth beside his or her name:
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PRINT NAME TITLE 7-----\\ SIGIJ*
JOSEPH S. JOHNSON Manager/Agent iC? wi
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JANET MAY JOHNSONc-------
Manager/President
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IN WITNESS WHEREOF, we have hereunto subscribed our hands on this the 1cl
day of OZ Ar)t},t r , 2012. i
I
fri SEP S. JO 7 ON, Manager
of JOE AND JA 'ET JOHNSON
LAND AND INVESTMENTS
G.P., LLC, a Texas limited liability
company
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JAN' T MAY O ,4 ON,
Mr ager/President of JO AND
JANET JOHNSON LAND AND
INVESTMENTS G.P., LLC, a
Texas limited liability company
THE STATE gy.TEXAS §
COUNTY OF ‘, n §
This instrument was acknowledged before me on this the VA day of t)Lt)fstier ,
2012, by JOSEPH S. JOHNSON, Manager, and JANET MAY JOHNSON,
Manager/President, of JOE AND JANET JOHNSON LAND AND INVESTMENTS G.P.,
LLC,a Texas limited liability company,?fitirhalf of said company,
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