HomeMy WebLinkAboutWritten ConsentWRITTEN CONSENT OF THE SOLE MEMBER
OF
HEATH PHILLIPS INVESTMENTS, LLC
A LIMITED LIABILITY COMPANY
The undersigned, being the sole Member of Heath Phillips Investments, LLC., a Texas
limited liability company (the "Company"), pursuant to the provisions of the Company
Agreement, adopt by consent the following resolutions.
1. The Company is organized and operating under the laws of Texas, is qualified to
do business in Texas, and is in good standing.
2. No proceeding for forfeiture of the certificate of incorporation of the Company or
for voluntary or involuntary dissolution of the Company is pending.
3. The undersigned Member consents that Heath Phillips Investments, LLC, a
Texas limited liability company may cause the Company to borrow funds from a financial
institution in an amount necessary to conduct the business of the Company.
4. The undersigned Member consents that Heath Phillips, President of Heath
Phillips Investments, LLC may execute all documents necessary to borrow funds.
5. The agreements recited below were duly adopted on the date of execution of this
Written Consent of the Sole Member.
AGREED, that Heath Phillips Investments, LLC is authorized to borrow funds from any
financial institution to conduct the business of the Company;
AGREED, that Health Phillips, as President of Heath Phillips Investments, LLC (the
"Authorized Representative"), is authorized to enter into a promissory note, deed of trust, and
any other loan documents required (collectively, the "Loan Documents") to borrow funds on
behalf of the Company.
AGREED, that the Authorized Representative is authorized to execute and deliver, on
behalf of and in the name of the Company, a Note, or any other agreements, documents, or
instruments, and to take or cause to be taken any action necessary to appropriate in connection
with the Note or to accomplish the purpose of these resolutions, in the form and with the
provisions the Authorized Representative may deem proper.
WRITTEN CONSENT OF SOLE MEMBER PAGE 1
DATED: _/V���.u�8.o Z5)" , 2009.
HEATH PHILLIPS INVESTMENTS, LLC,
a Texas Limited Liability Company
Heath Phillips; President
WRITTEN CONSENT OF SOLE MEMBER PAGE 2
UNANIMOUS WRITTEN CONSENT IN LIEU
OF
ORGANIZATIONAL MEETING OF SOLE MEMBER
OF
HEATH PHILLIPS INVESTMENTS, LLC
A LIMITED LIABILITY COMPANY
The undersigned, being the Sole Member named in Heath Phillips Investments, LLC's
(hereinafter the "Company") Certificate of Formation filed with the Secretary of State of Texas,
hereby adopts the following resolutions in lieu of an organizational meeting of the Member.
CERTIFICATE OF FORMATION
RESOLVED, that the acknowledgment of filing issued by the Secretary of State of Texas,
and the certified copy of the Certificate of Formation filed on November 23, 2009, are accepted
and approved in all respects; and the Secretary is directed to place same in the Company record
book.
COMPANY AGREEMENT
RESOLVED, that the form of the company agreement for regulating and managing
Company affairs submitted to the undersigned is approved and adopted as the Company
Agreement of the Company.
RESOLVED, that the secretary is directed to place the Company Agreement in the
Company record book, and maintain a copy of the Company Agreement at the Company's
principal office.
PRINCIPAL OFFICE
RESOLVED, that the Company's principal office be established and maintained at 4490
Castlegate Drive, College Station, Texas 77845, and that meetings of the Member from time to
time may be held either at the Company's principal office or at such other place as the Member
may select.
OFFICERS
RESOLVED, that the following persons were nominated to the office preceding their
name:
UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 1 OF 4
Office
President
Officeholder
Heath Phillips
Secretary/Treasurer Heath Phillips
MEMBERSHIP INTEREST CERTIFICATES
RESOLVED, that the specimen membership interest certificate proposed for use as the
Company's certificate for membership interest 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.
COMPANY RECORD BOOK
RESOLVED, that the Company, through its secretary, shall maintain and authenticate in
the Company record book the appropriate business records, including but not limited to originals,
copies or certified copies of the Company's Certificate of Formation, the Acknowledgment of
Filing, the Company Agreement, the Membership Interest transfer ledger, minutes of the meetings
and of other proceedings of the Members, Managers, and any committee established by the
Managers; and
RESOLVED FURTHER, that the secretary is to maintain in the Company record book
records pertaining to the issuance and transfer of Membership Interest in the Membership Interest
Certificate stubs and Membership Interest transfer ledger respectively.
MEMBERSHIP INTEREST ISSUED
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; and
RESOLVED FURTHER, than an offer be issued to the following to purchase one hundred
percent (100%) of the Membership Interest of the Company in the percentages and for the
consideration indicated opposite each name:
UNANIMOUS WRITTEN CONSENT IN LIEU or ORGANIZATIONAL MEETING PAGE 20F4
Member's Name Member's Interest Consideration
Heath Phillips
100%
$1,000.00
RESOLVED, that the Member is authorized to issue additional Membership Interest to
appropriately qualified purchasers.
COMMENCING BUSINESS
RESOLVED, that consideration has been received for the issuance of Membership
Interest, and that the Company consequently is able to commence and transact business and to
incur indebtedness.
ORGANIZATIONAL EXPENSES
RESOLVED, that the Company treasurer 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 therefore.
BANK ACCOUNT
RESOLVED, that the treasurer be and hereby is authorized to open a bank account on the
Company's behalf with any banks the Member deems appropriate.
LICENSES AND PERMITS
RESOLVED, that Company officers are 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 are
directed and authorized 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
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 proper 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.
UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 3 OF 4
FISCAL YEAR
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.
CARRYON BUSINESS
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.
Dated: November 23, 2009
Heath Phillips
A true copy of each of the following papers referred to in the foregoing minutes is appended
hereto:
Specimen Membership Interest Certificate
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