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HomeMy WebLinkAboutProof of Corporation • • 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 Officeholder President 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 OF ORGANIZATIONAL MEETING PAGE 2 OF 4 . • 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 govemmental 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. CARRY ON 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 P:\ Gentry\Phillips_Heath_InvestmentsLLC_ \Unanimous Written Consent_OrgMtg.doc UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 4 OF 4 UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING OF SOLE MEMBER OF SUPERIOR STRUCTURES, LLC A LIMITED LIABILITY COMPANY The undersigned, being the Sole Member named in Superior Structures, 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 September 6, 2007, 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 • 1 Office Officeholder President 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 OF ORGANIZATIONAL MEETING PAGE 2 OF 4 • 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. CARRY ON 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: September 7, 2007 / • .�, Heath Phillips A true copy of each of the following papers referred to in the foregoing minutes is appended hereto: Specimen Membership Interest Certificate P: \Gentry\Phillips_Heath_LLC_19097 \Unanimous Written Consent_OrgMtg.doc UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING PAGE 4 OF 4