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HomeMy WebLinkAboutCertificate of Company ResolutionCERTIFICATE OF COMPANY RESOLUTION Date: March 13, 2009 Company: 1999 Properties GP, LLC Members: Joel Mitchell Veronica Morgan Joaquin Jaramiilo James Batenhorst Date of Meeting of Members: March 13, 2009 We, Members of the Company, certify the following facts: 1. The Company is organized and operating under the laws of Texas, is qualified to do business here, and is in good standing. 2. No proceedings for forfeiture of the certificate of organization or for voluntary or involuntary dissolution of the Company are pending. 3. Neither the certificate of formation nor the Company Agreement limit the power of its Members to pass the resolution below. 4. The Members and other Company officers are the persons authorized to make and sign this resolution. 5. The Members keep the records and minutes of the proceedings of the of the Company, resolution below is an accurate reproduction of the one made in those proceedings; it has not been altered, amended, rescinded, or repealed; and it Is now In effect. ed by writt 8 The date of meeting of the Members, and ution below was legally tthe unanim usucon seen conforms with the law and the regulations of the Company. 7. These resolutions have been adopted by the Members: "RESOLVED, that 1999 Properties GP, LLC by and through its Members is authorized to mortgage and pledge all that certain property described as: See Property described on attached Exhibit "A" "RESOLVED, that the Company by and through its Members, be, and is hereby, authorized and directed to do any and all things deemed necessary or advisable and in the best interests of the Company, In connection with the obtainment by the Company from Mitchell a Morgan, LLP, a Texas registered limited liability partnership ("Lender') of a $110,269.42 loan (the "Loan', and any and all extensions, rearrangements or renewals thereof. The Loan shall be used for (Q the restructuring of company debt and (il) financing closing costs relating thereto. "FURTHER RESOLVED, that the Company, by and through Its Members is hereby authorized and directed to execute and deliver appropriate loan instruments in the name of the Company in favor of the Lender to secure the Loan; and to execute and deliver appropriate instruments of mortgage and deed of trust covering the Property and any and all other property of Certificate of Company Resolution Page 1 P:1Gsntry%Mitchell & Morgan_1999 Properties GP Loan 20544\1999 Properties Borrowing Resolution.doc whatever kind or character owned by the Company and to execute and deliver all instruments, documents, certificates and agreements in this connection required by Lender; "FURTHER RESOLVED, that the seal of the Company and the attestation of the signature of the Members by the Secretary or an Assistant Secretary of the Company will not be necessary, but if the seal or such attestation Is required by any parry in connection with any of the transactions contemplated by these resolutions, the Secretary or any Assistant Secretary of the Company is hereby authorized to attest, for and on behalf of the Company, the signature of the Members upon any Instrument, document or other writing executed on behalf of the Company by the Members of the Company, and to affix the seal of the Company thereto; "FURTHER RESOLVED, that the Company, by and through its Members, Is hereby authorized to (a) sign, execute, certify to, verify and acknowledge, deliver, accept, file and record any and all instruments and documents, and (b)take, or cause to be taken, any and all such action, in the name and on behalf of the Company, as, in any such officer's judgment, is necessary, desirable or appropriate In order to consummate the transactions contemplated by or otherwise to effect the purposes of the foregoing resolutions; "FURTHER RESOLVED, that all actions heretofore taken by the Members or the officers of this Company and all things done by their authority with respect to the consummation of the ban be, and the same are, hereby ratified and approved; "FURTHER RESOLVED, that the transactions contemplated by the foregoing resolutions are reasonably expected to benefit the Company, both directly and Indirectly. 1999 Properties GP, LLC, a Texas limited liability company By: a By: C,djute of Company Resolution Page 2 p:. zmhfMflchell & Morgan 1999 Properties GP Loan 20544/1999 Properties Borrowing Resolution.doc