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HomeMy WebLinkAboutMinutesMINUTES OF THE ORGANIZATIONAL MEETING OF THE MEMBER OF BROADSTONE RANCH AT WOLF PEN, LLC A LIMITED LIABILITY COMPANY The organizational meeting of the Member of Broadstone Ranch at Wolf Pen, LLC (hereinafter the "Company") was held at 3608 East 29th Street, Ste 112, Bryan, Texas 77802, on February 15, 2011. The following Member attended the meeting: Brazos 1031 Exchange Company, LLC. The undersigned waived notice of the meeting as evidenced by the attached Waiver of Notice signed and appended hereto. Brazos 1031 Exchange Company, LLC was designated chairman of the meeting, and Brazos 1031 Exchange Company, LLC was designated secretary. CERTIFICATE OF FORMATION The secretary then presented and read to the meeting a copy of the Certificate of Formation and reported that on February 15, 2011, the original thereof was filed in the office of the Secretary of State of the State of Texas and that the Secretary of State issued a formal Acknowledgment of Filing to the company on that date. Upon motion duly made, seconded and carried, it was: RESOLVED, that the Certificate of Formation be accepted and approved in all respects COMPANY AGREEMENT The secretary then presented a proposed form of company agreement for regulating and managing Company affairs. The proposed company agreement was considered and upon motion duly made, seconded and unanimously adopted, it was: RESOLVED, that the form of company agreement submitted and reviewed at this meeting is adopted as the Company Agreement. MEMBERSHIP INTEREST CERTIFICATES The Secretary submitted to the meeting a specimen membership interest certificate proposed for use as the Company's certificate for membership interest. Upon motion duly made, seconded and carried, it was: RESOLVED, that the specimen membership interest certificate presented to this meeting be and hereby is adopted as the Company's form of Membership Interest Certificate; and RESOLVED FURTHER, that the specimen Membership Interest Certificate be appended to the minutes of the meeting. LIMITED LIABILITY COMPANY RECORD BOOK The secretary presented the Company's record book containing a copy of the Certificate of Formation, the Acknowledgment of Filing, the Company Agreement previously approved at the meeting, the Membership Interest Certificate stubs, and the Membership Interest transfer ledger. On motion duly made, seconded and unanimously adopted, it was; RESOLVED, that the record book presented to this meeting by the secretary is approved and adopted, and the secretary's insertion of Certificate of Formation, the Acknowledgment of Filing, and the Company Agreement into the record book, is ratified and approved; and RESOLVED FURTHER, that the secretary is instructed to authenticate the record book, to retain custody thereof, and to insert into the record book the minutes of this meeting and of other proceedings of the Members, Managers, and any committee established by the Managers, and to keep records pertaining to the issuance and transfer of Membership Interest in the Membership Interest Certificate stubs and Membership Interest transfer book respectively. MEMBERSHIP INTEREST ISSUED Upon motion duly made, seconded and carried, it was: RESOLVED, that the Member be, and hereby is, authorized to issue from time to time authorized Membership Interests of the Company for money paid, labor done, promissory note, or personal property or real estate or leases thereof actually acquired and upon such terms as the Member in the Member's discretion may determine. The chairman stated that an offer to purchase one hundred percent (100%) of the Membership Interest of the Company be issued to the following in the percentages set opposite their names and for the consideration stated next thereto: Member's Name Brazos 1031 Exchange Company, LLC Member's Interest 100% Consideration $1,000.00 RESOLVED, that the Member is authorized to issue additional Membership Interest to appropriately qualified purchasers. COMMENCING BUSINESS The chairman announced that consideration had been received for the issuance of Membership Interest, and that the Company consequently was able to commence and transact business and to incur indebtedness. ORGANIZATIONAL EXPENSES Upon motion duly made, seconded and carried, it was: RESOLVED, that the Member be and hereby is authorized to pay all charges and expenses incident to or arising out of the organization of and to reimburse any person who has made any disbursement therefor. BANK ACCOUNT The chairman then stated that it was desirable to maintain a depository for Company funds. Thereupon, on motion duly made, seconded and unanimously adopted, it was: RESOLVED, that the Member be and hereby is authorized to open a bank account on the Company's behalf with any banks the Member deems appropriate. PRINCIPAL OFFICE Upon motion duly made, seconded and carried, it was: RESOLVED, that a Company office be established and maintained at 3608 East 29th Street, Ste 112, Bryan, Texas 77802, and that meetings of the Member from time to time may be held either at the principal office or at such other place as the Member shall from time to time order. LICENSES AND PERMITS Additionally, the officers were directed to obtain in the Company's name such other licenses and tax permits as may be required for the conduct of Company business by any federal, state, county, or municipal governmental statute, ordinance, or regulations, and to do all things necessary or convenient to qualify to transact Company business in compliance with the laws and regulations of any appropriate federal, state, or municipal governmental authority, OTHER STATES Upon motion duly made, seconded and carried, it was: RESOLVED, that for the purpose of authorizing the Company to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for the Company to transact business, the Company officers are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices and to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such state, territory, dependency or country to authorize the Company to transact business therein. FISCAL YEAR On motion duly made, seconded and carried, it was: RESOLVED, that the Company fiscal year shall begin on January 1, and end on December 31, subject to change by resolution, as appropriate, at the discretion of the Member. CARRY ON BUSINESS Upon motion duly made, seconded and carried, it was: RESOLVED, that the signing of these minutes shall constitute full consent, confirmation, ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the resolutions herein adopted and waiver of notice of the meeting by the signatories. ADJOURNMENT There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned. Dated: February 15, 2011 WAIVER OF NOTICE AND CONSENT The undersigned, being the Member named in the Company's Certificate of Formation filed with the Secretary of State of Texas, by approving the Minutes of the Organizational Meeting and by this resolution, hereby waives notice of the time and place of the meeting, consents to the meeting and approves the contents of the Minutes of the Organizational Meeting, Date: February 15, 2011.