Loading...
HomeMy WebLinkAboutAuthority to Sign • • Proof of Authority Information 4111 • ARTICLES OF INCORPORATION In the Office of the Secretary rf ctQto of Texas OF AUG 2 4 2000 BCS DEVELOPMENT COMPANY Corporations Section I, the undersigned natural person, of the age of twenty -one (21) years or more, a citizen of the State of Texas, acting as an incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is BCS Development Company. ARTICLE TWO The period of its duration is perpetual. ARTICLE THREE The purposes for which the corporation is formed are: To purchase, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real and personal property, or either of them, or any interest therein, wherever situated, as the purposes of the corporation shall require. The transaction of any or all Lawful business for which a corporation may be incorporated under the TEXAS BUSINESS CORPORATION ACT. In addition to the powers given unto the corporation by virtue of the purpose clause, and subject to the provision of Section B and C of Article 2.02 of the Texas Business Corporation Act, the corporation shall have all of the General Powers as enumerated in Article 2.02(A) of the Texas Business Corporation Act which is hereby incorporated herein by reference and made a part hereof for all purposes. • r Nothing in this Article grants any authority to officers or directors for the exercise of any of the foregoing powers, inconsistent with limitations on same which may be expressly set forth in Article 2.02 of the Texas Business Corporation Act or in these Articles of Incorporation or in any laws of the State of Texas. Authority of officers and directors to act beyond the scope of the purpose or purposes of the corporation is not granted by any provision of this Article. Nothing contained in this Article shall be deemed to authorize any action in violation of the Anti -Trust Laws of the State of Texas, as now existing or hereafter amended. ARTICLE FOUR The corporation is authorized to issue only one class of stock. The total number of shares that the corporation is authorized to issue is ONE HUNDRED THOUSAND (100,000.00). Each share will have a par value of ONE AND NO /100 DOLLARS ($1.00). The directors shall have the right to determine in every instance the consideration, if any, in excess of the par value, for which the shares of the corporation shall be issued. ARTICLE FIVE No shareholder or other person shall have a preemptive right to acquire any treasury shares, presently authorized shares, or shares the corporation may hereafter be authorized to issue. Shares of this corporation may be issued and sold from time to time by direction of the board of directors to such persons and upon such terms and conditions as the board of directors deems proper and available. ARTICLE SIX No shareholder or other person shall ever have the right to cumulatively vote any shares of the corporation. i • , • • ARTICLE SEVEN The corporation will not commence its business until it has received for the issuance of its shares consideration of the value of at least ONE THOUSAND AND NO /100 DOLLARS ($1,000.00), consisting of money, labor done, or property actually received. ARTICLE EIGHT The office address of the corporation's initial registered office is 4112 State Highway 6, South, College Station, Brazos County, Texas 77845, and the name of its initial registered agent at that address is Charles Randal French. ARTICLE NINE The number of directors constituting the initial Board of Directors is one (1), and the name and address of the person who is to serve as Director until the first annual meeting of the shareholders or until their successors are elected and qualified are: CHARLES RANDAL FRENCH 4112 State Highway 6, South College Station, Brazos County, Texas 77845 ARTICLE TEN The name and address of the incorporator is: WILLIAM S. THORNTON, JR. 4343 Carter Creek Parkway #100 Bryan, Brazos County, Texas 77802 ARTICLE ELEVEN The corporation shall indemnify and, upon approval by a majority of the directors, shall insure each person who is or was a director, officer, employee, or agent of the corporation, and each nominee or designee not a director of the corporation who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, for amounts incurred by such person in connection with an action, suit, or proceeding to which such person may be a party by . , • • reason of such person's position with the corporation or service on behalf of the corporation, when and to the fullest extent permitted by the Texas Business Corporation Act and any other applicable law. ARTICLE TWELVE A director of the Corporation shall not be personally liable to the Corporation to its shareholders for monetary damages for any act or omission in his capacity as a director, except to the extent otherwise expressly provided by a statute of the State of Texas. Any repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of the Corporation existing at the time of the repeal or modification. In Witness Whereof, I have hereunto set my hand this 23 d ay of August, 2000. / �' 1 �1 WILLIAM S. THORNTON, JR. STATE OF TEXAS § § COUNTY OF BRAZOS § BEFORE ME, a Notary Public, on this day personally appeared William S. Thornton, Jr., known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared upon oath that the statements therein contained are true and correct. cot GIVEN under my hand and seal of office this the day of August, 2000. \ . DONNA J. Kick ) NO [ A J, ' Notary Public, titats of Texa i ,l� �: My Commissi twi 1 Notary Publ S of Texas t • o NOVEMBER 7, 2 I 1 • MINUTES OF THE FIRST MEETING OF BOARD OF DIRECTORS of BCS DEVELOPMENT COMPANY The board of directors of BCS Development Company held its organizational meeting on August 24, 2000, at 5:00 o'clock, P.M., at 4112 S. Highway 6, South, College Station, Texas. Written waiver of notice was signed by all the directors. The following directors, constituting the full board, were present at the meeting: Charles Randal French 4112 State Highway 6, South College Station, Texas 77845 The following directors were absent: None On motion and by unanimous vote, Charles Randal French was elected temporary chairperson and then presided over the meeting. He was also elected temporary secretary of the meeting. The chairperson announced that the meeting was held pursuant to written waiver of notice signed by each of the directors. Upon a motion duly made, seconded, and unanimously carried, the waiver was made part of the records of the meeting; it now precedes the minutes of this meeting in the corporation's record book. ARTICLES OF INCORPORATION The chairperson announced that the Articles of Incorporation had been filed with the Secretary of State of the State of Texas on August 24, 2000. The chairperson announced that the certificate of incorporation was issued by the Secretary of State of the State of Texas on August 24, 2000. The chairperson then presented to the meeting the certificate of incorporation with an • • attached copy of the articles, and the secretary was instructed to insert these papers in the corporation's record book. BYLAWS A proposed set of Bylaws of the corporation was then presented to the meeting for adoption. The Bylaws were considered and discussed and, on motion duly made and seconded, it was unanimously RESOLVED, that the Bylaws presented to this meeting be and hereby are adopted as the Bylaws of this corporation; RESOLVED FURTHER, that the secretary of this corporation elected at this meeting be directed to execute a certificate of adoption of the Bylaws, to insert the Bylaws as so certified in the corporation's minute book and to see that a copy of the Bylaws, similarly certified, is kept at the corporation's principal office, as required by law. ELECTION OF OFFICERS The chairperson then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the offices shown after their names: Charles Randal French, President Jeffrey Ray French, Secretary Charles Randal French, Secretary Charles Randal French, Treasurer Each officer who was present accepted the office. Thereafter, the president presided at the meeting as chairperson, and the secretary acted as secretary. . • CORPORATE SEAL The secretary presented to the meeting for adoption a proposed form of seal of the corporation. Upon motion duly made and seconded, it was RESOLVED, that the form of the corporate seal presented to this meeting be and hereby is adopted as the corporate seal of this corpora- tion, and the secretary of this corporation is directed to place an impression thereof in the space directly next to this resolution. STOCK CERTIFICATE The secretary then presented to the meeting for adoption a proposed form of stock certificate for the corporation. Upon motion duly made and seconded, it was RESOLVED, that the form of stock certificate presented to this meeting be and hereby is adopted for use by this corporation, and the secretary of this corporation is directed to annex a copy thereof to the minutes of this meeting. ACCOUNTING PERIOD The board next considered the question of the accounting period of the corporation and whether to seek an "S" election with the Internal Revenue Service. After discussion, a motion was made, seconded, and unanimously approved, and it was RESOLVED, that the accounting period of this corporation shall end on December 31' of each year and shall begin on the next succeeding day and that the certified public accountant for the • • • . • .• corporation be instructed to file appropriate elections with the Internal Revenue Service to obtain "S" status for the corporation's tax reporting. PRINCIPAL EXECUTIVE OFFICE After discussion as to the exact location of the corporation's principal executive office in the city and county named in the Bylaws, upon motion duly made and seconded, it was RESOLVED, that the principal executive office of this corporation shall be at 4112 State Highway 6, South, College Station, Texas 77845. BANK ACCOUNT The chairperson recommended that the corporation open a bank account with First American Bank, SSB, Bryan, Texas. Upon motion duly made and seconded, it was RESOLVED, that the funds of this corporation shall be initially deposited with First American Bank, SSB, Bryan, Texas. RESOLVED FURTHER, that the treasurer of this corporation be and hereby is authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein. RESOLVED FURTHER, that any officer, employee, or agent of this corporation be and hereby is authorized to endorse checks, drafts, or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit. RESOLVED FURTHER, that all checks, drafts, and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation by any one (1) of the following: President - Charles Randal French Vice President - Jeffrey R. French • Treasurer - Charles Randal French RESOLVED FURTHER, that said Bank be and hereby is authorized to honor and pay any and all checks and drafts of this corporation signed as provided herein. RESOLVED FURTHER, that the secretary of this corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of this corporation and the adoption of said bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions. RATIFICATION OF ACTS OF INCORPORATION The Board also considered adoption of all acts heretofore taken by the incorporator. A motion was made, seconded and unanimously approved and it was RESOLVED, that all the acts and deeds heretofore done by the incorporators and initial director of this Corporation are hereby authorized, adopted, ratified, confirmed and approved as the acts and deeds of this Corporation. PAYMENT AND DEDUCTION OF ORGANIZATIONAL EXPENSE The Board next considered the question of paying the expenses incurred in the formation of this corporation. A motion was made, seconded and unanimously approved, and it was RESOLVED, that the President and the Treasurer of this corporation are authorized and empowered to pay all of the expenses incurred in the incorporation and organization of this corporation, including, among others, filing, licensing, attorney's and accountant's fees, and it was further, RESOLVED, that the corporation elect to deduct on its federal income tax return the foregoing expenses in accordance with the regulations set forth under the Internal Revenue Code of 1986, as amended. • • SALE AND ISSUANCE OF CAPITAL STOCK The board of directors next took up the matter of the sale and issuance of stock to provide capital for the corporation. The Articles of Incorporation authorize the issuance of one hundred thousand (100,000) shares of stock of $1.00 par value. SALE AND ISSUANCE OF CAPITAL STOCK FOR CASH Upon motion duly made and seconded, it was unanimously RESOLVED, that this corporation shall sell and issue shares of its capital stock in consideration of the money paid to this corporation, and acknowledged as received on this date, as follows: Number Dollar Name of Shares Amount Charles Randal French 1000 $1,000.00 RESOLVED FURTHER, that the appropriate officers of this corporation be and hereby are authorized and directed to take such actions and execute such documents as they may deem necessary or appropriate to effectuate and memorialize the sale and issuance of such shares for such consideration. QUALIFICATION OF STOCK AS SECTION 1244 STOCK The Board next considered the advisability of qualifying the stock of this corporation as Section 1244 Stock as defined in Section 1244 of the Internal Revenue Code of 1986, as amended, and of organizing and managing the corporation so that it is a Small Business Corporation as defined in that section. Upon motion duly made and seconded, it was unanimously RESOLVED, that the proper officers of the corporation are, subject to the requirements and restrictions of federal, Texas and any other applicable securities laws, authorized to sell and issue . _ • • . •c shares of stock in return for the receipt of an aggregate amount of money and other property, as a contribution to capital and as paid -in surplus, which does not exceed $1,000,000.00. RESOLVED FURTHER, that the sale and issuance of shares shall be conducted in compliance with Section 1244 so that the corporation and its shareholders may obtain the benefits of that section. RESOLVED FURTHER, that the proper officers of the corporation are directed to maintain such records as are necessary pursuant to Section 1244 so that any shareholder who experiences a loss on the transfer of shares of stock of the corporation may qualify for ordinary loss deduction treatment on his or her individual income tax return. COMPENSATION OF OFFICERS There followed a discussion concerning the compensation to be paid by the corporation to its officers. Upon motion duly made and seconded, it was unanimously RESOLVED, that the following annual base salaries to be paid to the officers of this corporation: President $ Secretary $ Treasurer $ EXEMPT SALE OF STOCK UNDER SECURITIES ACT OF TEXAS SECTION 5.1(a) It was announced that the initial issuance of the corporation's stock, by reason of the limited number of shareholders and because of other conditions proposed to be met, would be exempt from qualification under the Securities Act of Texas. Upon motion duly made and seconded, it was unanimously • RESOLVED, that the shares of stock authorized at this meeting to be sold and issued by this corporation shall be offered and sold strictly in accordance with the terms of the exemption from qualification provided for in Section 5.1(a) of the Securities Act of Texas and the corresponding rules of the Texas State Securities Board. APPOINTMENT OF ACCOUNTANT The need for hiring a certified public accountant for the Corporation was also discussed. Upon motion duly made and seconded, it was unanimously RESOLVED, to employ Woody Thompson of Thompson, Derrig and Craig, as the certified public accountant for the Corporation. Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned. A AAS . i /I --- Charles Randal French, Secretary