The URL can be used to link to this page

Home My WebLink AboutWritten Consentc(apy US WRITTEN CONSENT IN LIEU OF UNANIMOUS ORGANIZATIONAL MEETING OF MEMBERS OF BRUSHY GLEN MANAGEMENT, L.L.C. A LIMITED LIABILITY COMPANY o2 `7` D The undersigned, being the Members named in Brushy Glen Management, L.L.C.'s (hereinafter the "Company") Certificate of Formation filed with the Secretary of State of Texas, hereby adopt the following resolutions in lieu of an organizational meeting of the Members. 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 March 31, 2006, 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 7050 Wood Oak Drive, Bryan, Texas 77808, and that meetings of the Members from time to time may be held either at the Company's principal office or at such other place as the Members may select. OFFICERS RESOLVED, that the following persons were nominated to the office preceding their name: Office Officeholder President/Treasurer Kathryn E. Loveless Vice President/ Secretary James V. Loveless 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 ARTICLE VI MANAGEMENT 6.01 Management by Members. The management of the Company is fully reserved to its Members in proportion to the Membmanagement, srse buPercenge siness and Interests; affairs of the Company, hand the sole and exclusive control of the Members shall make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (a) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, approdecisiriate, decisions or and advisable in waivers furtherance of the purposes of the Company and making p thereunder; (b) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (c) maintaining the assets of the Company in good order; (d) collecting sums due the Company; (e) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (f) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (i) obtaining insurance for the Company; 0) determining distributions of Company cash and other property as provided in paragraph 5.02 of this Agreement; (k) establishing a seal for the Company; and (1) designating one or more committees, each of which shall be comprised of one or more Members, to exercise any authority of the Members in the management, business and affairs of the Company. , the 6.02 Restrictions. Notwithstanding the provisions of paragraph 6.01 without ofthis Agreement the Members may not cause the Company to do any of the following applicable requirements set forth below: (a) enter into a Fundamental Business Transaction, without complying with the applicable procedures set forth in the TBOC regarding approval by the Members (unless such provision is rendered inapplicable by another provision of applicable law); R W act in violation of this Agreement; (b) do any this Agreement; (c) admit a Member, except as expressly permitted by Coin any property or assign rights in Company Property, other than for (d) possess p a Company purpose; or (e) amend this Agreement, except as expressly permitted by this Agreement. provisions of this Agreement, each any to time the and other from exp turen sse to time description, may engage in and possess 6.03 Conflict of the Company Subject independently or with Member and officer o and every type and interests in other business ve e~eon witch the CompanY, with no obligation an to offmayer to the transact Company business others, including ones in comp ht to participate therein. The Comp y or any other Member or od iliae thereof, provided the contract or transaction is fair to the with any Member, officer or Members. Company as of the time it is authorized or ratified by ARTICLE VII TION CONFIDENTIAL 1NFORMA they that, from time to tets or ime, with 7.01 Confidential Information. Tge Members acknowledge din the Company in the nature of eo persons may receive information from o gar be damaging to the Company information it receives otherwise is confidential, the release of which may and confidence that information is provided being confident al (and if any which it does business. Each Mem fied shall hold in strir than another Member, regarding the Company that is iden person other t] of that is so marked) and may not disclose it to any p in wasting, compelled by law (but the Member must notify dviser or Tepees n at es except for disclosures (i) it, if practicable), O any request for that information, before disclosing be transferred as from a may bound by source tieprovisions to recbpientslhaveeagreed P etod be interest of the Member or persons to which that independent permitted by this Agreement, but only of this paragraph, or (iii) of information that Member also has receiv ember reasonably believes obtained that information without breach of of the Company that the M any obligation of confidentiality. rovisions of 02. Specific Performance. The Members acknowledge that breach of the p paragraph 7.01 of this Age 'ury to the Company for which moat the 7' Agreement may cause irreparable injury Members performance agree . damages are inadequate, difficult to compute, or bth. Accordingly, the provisions of paragraph 7.01 of this Agreement may be enforced by ARTICLE VIII ]MEETING OF MEMBERS 8.01 Meetings. a meeting of Members if the holders of a Simple (a) A quorum shall be present at ox With respect to any matter, other than are re resented at the meeting in person or by pr y' ecified portion of the Percentage Majority p ative vote of the holders of a sp eement, the affirmative a matter for which the affirme'TBOC or this Age quorum is present shall. the act of led to vote Interests of all Mem one atta meeting of Member by which bq other specific provision in this the vote o Mf aembers, Simple Mal except as s' provided by paragraph 8.01(b) or by an Agreement. required for the Company to (b) The unanimous consent of the Members shall be 19.02 Notice to Members. By executing of ~s1A Agreement, ment, ocluding, without limitation, thae it has actual notice of all of the provisions restrictions on the transfer of Membership E tCept as other wise e p this eAgreement, and all of the provided by law, each provisions of the Certificate of Formation. p notice require ent Codeadequate and each notice Member hereby agrees that this Agreeommerca1constitutes Member any w ivesmany Commercial under Chapter 8 of the Uniform requirement that any further notice thereunder be given. 19.03 Limitation of Liability. Pursuant to Article 581-1 et seq. of the Texas Revised Civil Statutes (the "Texas Securities fc an ~ of the for goiunder d any other person engaged to prow de accountant, consultant, the firm o y "Service Providers") is limited to a services relating to an offering of securities of the Company viding the maximum three times the fee e P oviderr eng ged or seer of the in int nt onal wroongdoing providing unless the trier of fact finds that such Serv services. By executing this Agreement, each Member hereby acknowledges the disclosure contained in this paragraph. IN WITNESS HEREOF, the Members have executed this Company Agreement, as of the Effective Date. MEMBERS: hTHRe.LZOVELESS Date signed: 2 ?-OD J V. LOVELESS Date signed: