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HomeMy WebLinkAboutCorporate RecordsMINUTES OF THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF CATHEY DEVELOPMENT, INC. A TEXAS CORPORATION The following are the minutes of the first meeting of the Board Directors of CATHEY DEVELOPMENT, INC., a Texas corporation, held at Davis & Davis Attorneys at Law, 3000 Briarcrest Drive, Suite 602, Bryan, Texas, on October 18, 2001, at 11:00 a.m. said meeting having been held on the call of the sole Director named in the Articles of Incorporation. Authority to Act Present at this meeting were BLAKE CATHEY and WILLIAM STEVEN STEELE. BLAKE CATHEY is the person named as the sole director of the corporation in its Articles of Incorporation as filed with the Secretary of State of Texas on March 21, 2001. Chairman and Secretary BLAKE CATHEY served as Chairman of the meeting, and WILLIAM STEVEN STEELE served as Secretary of the meeting. Both parties accepted the election and acted in their respective capacities. Articles The Chairman stated that the Articles of Incorporation of the corporation were filed with the Secretary of State on March 21, 2001. Thereupon, a duplicate original of the Articles of Incorporation and the Certificates of Incorporation from the Secretary of State were presented to the Board and on motion duly made, seconded, and unanimously carried, it was: RESOLVED, that the duplicate original of the Articles of Incorporation and the Certificate of Incorporation be inserted in the minute book of this corporation. E Corporate Records On motion made, seconded, and unanimously carried, it was: RESOLVED, that the corporation shall maintain, as part of its corporate record, a minute book that shall include, but that shall not be limited to, a record of the corporation's Articles of Incorporation and amendments thereto, it Bylaws and amendments thereto, minutes of all meetings of its Directors, and minutes of all meetings of its shareholders; the time and place of the meeting, whether the meeting was regular or special, and, if special, how the meeting was authorized, the notice given, the names of those present at Directors meetings, the number of shares present or represented at shareholders' meeting, and the proceedings at the meetings; RESOLVED FURTHER, that the Secretary of the corporation is directed to procure such minute book and such other books and records as may be required by the corporation. Bylaws A document consisting of ten (10) pages entitled "Bylaws of CATHEY DEVELOPMENT, INC." was then presented to and considered by the Directors. After a review of the Bylaws and a discussion of particular parts thereof, on motion made duly made, seconded, and unanimously carried, it was: RESOLVED, that the Bylaws presented to and considered at this meeting are adopted as the Bylaws of this corporation, and that the Secretary of the corporation is ordered to certify a copy of those Bylaws and insert them in the minute book of the corporation; the Secretary is further ordered to certify a copy of those Bylaws and maintain Pi them in the principal office of the corporation for the transaction of its business, open for inspection by the shareholders at all reasonable times during office hours. Corporate Seal A corporate seal was then presented to the meeting and on motion duly made, seconded, and unanimously carried, it was: RESOLVED, that a corporate seal, consisting of two concentric circles containing the words "CATHEY DEVELOPMENT, INC.", and in the center of those circles the word "TEXAS" and the date of incorporation of this corporation, is adopted as the corporate seal of the corporation, and the Secretary is instructed to impress that seal on the minutes of this meeting opposite the place where this resolution appears. Share Certificates A form of share certificate designed to represent shares of this corporation was presented to the meeting, and on motion duly made, seconded, and unanimously carried, it was: RESOLVED, that the share certificates representing shares of this corporation be in substantially the same form as the form of share certificate presented to this meeting; that the certificates shall be consecutively numbered beginning with Number 1; that the certificates shall be issued only when the signatures of the President or Vice President and Secretary or Assistant Secretary, and the corporate seal, are affixed thereto; that each certificate shall state on its face the name of the person to whom the shares representing the certificate are issued, the number and class of shares and the designation of the series, if any, that the certificate represents, the par value of each share represented by the certificate or the fact that the shares are without par value, and that the corporation is 3 organized under the laws of Texas; that the certificates shall set forth in full or in summary form, or shall incorporate by reference, such statements as are required by Articles 2.19, and any other Articles of the Texas Business Corporation Act; and that the Secretary is instructed to annex the form of certificate presented to this meeting to these minutes. Value of Shares After discussion, the Board of Directors resolved that the dollar and cent value of the capital stock of the corporation be currently set at $1.00 per share. Issuance of Shares Thereupon the Chairman of the meeting and President of the corporation announced to the meeting that BLAKE CATHEY had provided services to the corporation of a value of $1,000.00 in exchange for the issuance of 500 shares of the capital stock of the corporation to BLAKE CATHEY. After discussion it was moved and RESOLVED by the Board of Directors of the corporation to accept such proposal and to issue to BLAKE CATHEY 500 shares of the capital stock of the corporation. Further, it was RESOLVED that the President and Secretary of the corporation issued and deliver to BLAKE CATHEY a certificate representing 500 shares of the capital stock of the corporation at the time of receipt of the required Bill of Sale. Receipt of Required Capital for Transaction of Business The directors then considered the initial consideration received for the issuance of shares of the corporation. On motion duly made, seconded, and unanimously carried, it was: 0 RESOLVED, that this corporation acknowledges receipt of initial capital of the value of $1,000.00 as consideration for the issuance of shares. Principal Office On motion duly made, seconded, and unanimously carried, it was: RESOLVED, that the principal office of this corporation shall be established and maintained at Davis & Davis, Bryan, Brazos County, Texas. Officers Nominations were made for persons to hold office as officers of this corporation, and on motion duly made, seconded, and unanimously carried, it was: RESOLVED, that the following persons are elected as officers of this corporation to the offices set forth opposite their respective names, and that these officers shall serve until their successors are duly elected are qualified: Name Office BLAKE CATHEY President JENNIFER CATHEY Vice -President WILLIAM STEVEN STEELE Secretary The newly elected officers, being present, accepted their offices. President's Responsibilities Regarding Taxes The President acknowledged that as President he would have the responsibility of direction the corporation to pay all applicable federal and state taxes including Federal Insurance Contribution Act (FICA), Federal Unemployment Tax Act (FUTA), and withholding taxes. 5 Bank Account The Directors then discussed the management of the fiscal affairs of the corporation, and on motion duly made, seconded, and unanimously, it was: RESOLVED, thatthe President of the corporation established bank accounts at one or more financial institutions to serve as depositories for funds of the corporation. Such financial institutions, one or more, are, in this Resolution, called "Bank," and that a checking account be established and maintained by and in the name of this corporation at the Bank, on and subject to any terms and conditions that the President and Secretary of the corporation may from time to time agree on with the Bank; and RESOLVED FURTHER, that all checks, drafts, and other instruments for the payment of money drawn or accepted by this corporation for payment from that account or at that office of the Bank be signed on behalf of this corporation by the persons authorized by depository contract with the Bank as authorized by the President; and RESOLVED FURTHER, that any checks, drafts, or other instruments for the payment of money, endorsed on behalf of this corporation for deposit with or collection by the Bank, may be so endorsed in the name of the corporation by written or stamped endorsement, without designation or signature of the person making that endorsement; and RESOLVED FURTHER, that the Secretary of the corporation is hereby authorized and directed to certify to the bank that these resolutions have been duly adopted, and are in conformity with the Articles of Incorporation and Bylaws of the corporation, to verify to the Bank the names and specimen signatures of the present officers of the corporation authorized to sign on such account, and if and when any new officer is elected or 0 appointed, to verify the fact of that change and the name and specimen signature of each new officer; and RESOLVED FURTHER, that the Bank is requested and authorized to honor, receive, certify, or pay any instrument signed or endorsed in accordance with these resolutions, including any instrument drawn or endorsed to the personal order of, or presented for negotiation by, any officer signing or endorsing it; and RESOLVED FURTHER, that these resolutions and each certification herein provided for shall remain in full force and effect, and the bank is authorized and requested to rely and act thereon until it receives at its office to which the certified copy of these resolutions is delivered, either a certified copy of a further resolution of the Board of Directors amending or rescinding these resolutions or a further certification of the names and signatures of the officers authorized to sign on such account. Accountant On motion duly made, seconded, and unanimously carried, it was: RESOLVED, that KAY PERRONE, duly Certified Public Accountants, be retained as accountant for the corporation to set up, prepare, and maintain the financial records of the corporation, and to prepare such financial statements and tax returns as may be required of the corporation or requested by its officers and Directors form time to time; RESOLVED FURTHER, that said KAY PERRONE is hereby authorized and directed to procure for and at the expense of the corporation such books and records as may be required to maintain properly the financial records of the corporation. 7 Licenses Then discussed was the necessity and convenience of obtaining certain tax and license permits in the name of the corporation. On motion duly made, seconded, and unanimously carried, it was: RESOLVED, that the officers of the corporation are directed to obtain, in the name of the corporation, such licenses and tax permits as may be required forthe conduct of the business of the corporation by any federal, state, county, or municipal governmental statute, ordinance, or regulation, and to do all things necessary or convenient to qualify the corporation to transact its business in compliance with the law and regulations of any appropriate federal, state, or municipal governmental authority. Organizational Fees The Secretary announced to the Directors that Davis & Davis, P.C. had advanced and paid the sum of $300.00 for necessary costs in the formation of the corporation. On motion duly made, seconded, and unanimously carried, it was: RESOLVED, that Davis & Davis be reimbursed by the corporation for those advancements in the amount of $300.00, and that any further amounts due as attorney's fees and costs connected with the formation of the corporation, the issuance of shares by the corporation, or the qualifications of the corporation to transact business, shall be a liability of the corporation whether or not services were performed prior to or after the date of this meeting. Regular Meetings of Board of Directors On motion duly made, seconded and unanimously carried, it was: A RESOLVED, that the regular meetings of the Board of Directors be held on the same day as the annual meeting of shareholders of this corporation and immediately thereafter at the corporate office or at such other place as designated in the notice of such meeting. Adjournment The Chairman asked whether there was any further business to come before the Directors at this meeting, and there being no response, the meeting was adjourned. Date: October 18, 2001. WILLI)�M STEVEN STEELE, Secretary LAKE CATHEY, C Approval of Minutes The foregoing minutes are approved as the acts of the Director of the corporation WILLIAM STEVEN —STEELE CATHEY