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HomeMy WebLinkAboutConsent of Managers • • UNANIMOUS CONSENT OF MANAGERS IN LIEU OF ORGANIZATIONAL MEETING OF CC BCS 1 GP, L.L.C. Pursuant to the terms and provisions of Texas Limited Liability Company Law, part of the Texas Business Organizations Code and in lieu of an organizational meeting of the Managers, the undersigned, constituting all the Managers of CC BCS 1 GP, L.L.C., a Texas limited liability company (the "Company "), do hereby execute the following Unanimous Consent: Having been presented and having read the Certificate of Formation as filed in the Office of the Secretary of State of Texas, the Managers hereby declare that it be RESOLVED, that the Certificate of Formation of the Company as filed May 17, 2010 in the office of the Secretary of State of the State of Texas are approved and acknowledged and shall be filed in the Company's minute book. The Managers have reviewed a copy of the proposed Company Agreement of the Company, section by section, and the following resolutions are hereby adopted: RESOLVED, that the form of , the Company Agreement of the Company submitted to the Managers be and the same hereby is adopted as the Company Agreement of the Company, and that a copy of such Company Agreement shall be filed in the corporate minute book of the Company; and further RESOLVED, that the Managers shall consist of one (1) individual, whose term of office shall run from the date of his election until the next succeeding annual meeting of members or until his successor shall have been elected and qualified; and further RESOLVED, that the initial Manager shall be Fred F. Caldwell; and further The Managers of the Company deem it to be in' the best interests of the Company to sell Membership Interests in the Company to the following for the capital contribution indicated opposite their respective names: MEMBERSHIP CAPITAL NAME INTERESTS CONTRIBUTION a Little York 290 Investment I, LLC 40% $ FFC Equity Holdings, LP 20% $ Clint Cooper 40% $ Therefore, the following resolution is unanimously adopted: 1 • • RESOLVED, that the Company record the above issuance of Membership Interests in the books and records of the Company; and further The Managers consider it to be in the best interests of the Company to appoint the following individuals to serve as Officers of the Company whose term of office shall run from the date of their election until the next succeeding annual meeting of members or until their successors shall have been elected and qualified. Therefore, the following resolution is hereby adopted: RESOLVED, that the following persons are elected as Officers of the Company to the offices set forth opposite their respective names: President Fred Caldwell Vice President and Assistant Secretary Ron Roberson Vice President Peter Barnhart Vice President Clint Cooper Secretary Sandy Kelly All prior acts taken by the Officers and by the Managers of the Company are ratified and approved in all respects as acts of the Company; and further The Managers consider it to be in the best interests of the Company to authorize certain bank accounts, to adopt a fiscal year for the Company ending December 31, and to authorize the Company to qualify as a foreign limited liability company in any jurisdiction as may be necessary or desirable. Therefore, the following resolutions are hereby adopted: RESOLVED, that the Company establish such banking arrangements as from time to time become necessary or appropriate, including arrangements with respect to establishing and maintaining checking accounts and with respect to borrowing funds, and that the signatures of all of the Managers of the Company at the bottom of the form of certificate of resolutions customarily required by any such banking institutions shall constitute and be corrstrued as a unanimous written consent to the adoption of such resolutions by the Managers of the Company under the provisions of Texas Limited Liability Company Law, part of the Texas Business Organizations Code, and that the Secretary of the Company is authorized to certify to such resolutions so signed by the p Y fY t g Y Managers, in such form as said banking institutions may require, and such resolutions so certified shall be deemed to be copied in the minute book as if set forth fully therein; and further RESOLVED, that the fiscal year of the Company shall be January 1 through December 31; and further (' RESOLVED, that the proper officers of the Company be, and they hereby are, authorized to qualify the Company to do business as a foreign limited liability company in any state, territory or dependency of the United States or any province or territory of 2 • • Canada or in any foreign country in which it is necessary for the Company to qualify to transact business as a foreign limited liability company, and in connection therewith, the proper officers of the Company are authorized: (a) to appoint all necessary agents or attorneys for service of process and to substitute new agents or attorneys for such purpose; (b) to designate the location of all necessary statutory offices and to change the location thereof; (c) to make and . file all necessary certificates, representations, powers of attorney and other instruments as may be required by the laws of any state, territory, dependency, province or country to authorize the Company to transact business therein; (d) whenever it is expedient for the Company to cease doing business therein and withdraw therefrom, to revoke any such appointment of agent or attorney for service of process and to file any certificate of revocation of appointment or surrender of authority as may be necessary to terminate the authority of the Company to do business in any such state, territory; dependency, province or country; and the taking of any such action by any officer of the Company shall be conclusive evidence of its authorization hereby; and further RESOLVED, that the proper officers of the Company are hereby authorized and empowered to do and perform any and all other acts and things necessary to carry out the intent of this and the foregoing resolutions. IN WITNESS WHEREOF, the undersigned have executed this Consent effective this day of Po , 2010. Mi NAG t Fred Caldwell a � 3