Fill and Sign the Organizational Meeting 497321713 Form

MINUTES OF JOINT ORGANIZATIONAL ACTIONS TAKEN BY THE UNANIMOUS WRITTEN CONSENT OF THE INCORPORATORS, SHAREHOLDERS AND BOARD OF DIRECTORS OF _____________________________________ IN LIEU OF THE ORGANIZATIONAL MEETING THEREOF These Consent Minutes describe certain joint organizational actions taken by the Incorporators, Shareholders and the Board of Directors of _____________ , a New York Business Corporation , in lieu of an organizational meeting thereof and pursuant to the New York Business Corporation Law (New York Consolidated Laws, Chapter 4) which provides that any action required or permitted to be taken at an organiza tional, Share holders' or Board of Directors' meeting of a New York business corporation may be taken without a meeting if the action is taken by all the Shareholders entitled to vote on the action, by all Incorporators and all members of the Board and is evidenced by one or more written consents describing the action taken which are signed by all of the Shareholders entitled to vote on the action, by each Incorporator and each Director and delivered to the corporation for inclusion in the minutes or fling with the corporate records, with such consent to have the efect of a unanimous meeting vote. Such consent herein and hereto is evi denced by the signatures of the Incorporators, Shareholders and Directors of the corporation affed hereto. The Incorporators, Shareholders and Directors acknowledge that it is necessary or desirable to take various organizational actions in connection with the incorporation of corporation in accordance with The New York Business Corporation Act. Therefore, the undersigned Incorporators, Shareholders and Directors, being all of the Shareholders entitled to vote on these matters, all the Incorporators and all of the members of the Board of Directors of the corporation, do hereby waive (i) notice of the time, place and purpose of, (ii) call of, and (iii) the necessity of organi za tional, Shareholders' and Board of Directors' meetings thereof and unanimously and severally and collectively adopt, by consent and without the necessity and formality of convening, and in lieu of such meeting thereof, the following Acts and Resolutions as being the joint organizational actions of the Incorporators, Shareholders and Board of Directors, as if in a meeting duly assembled: Election of Directors: RESOLVED, that each of the following persons are hereby elected to serve as a member of the Board of Directors of the Corporation, and to hold said position until the neft annual meeting of the Board of Directors or until the earlier of their resignation or removal, or until their respective successors shall be duly elected and qualifed: Name Address _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Approval of Actions by Incorporator: RESOLVED, that the actions of the Incorporator of the Cor - poration, which have been presented to and reviewed by each director of the Corporation, whereby the Incorporator fled the Certifcate of Incorporation with the New York Department of State, Division of Corporations and thereby incorporated the Corporation, be and they are hereby accepted, ratifed and approved. Resignation of Incorporator : RESOLVED, that the resignation of _________________ , as incorporator of _________________________ is hereby accepted and the Secretary is directed to make the original part of the ofcial minutes of the Corporation. Approval of Certifcate of Incorporation : RESOLVED, that the Certifcate of Incorporation of the Corpora - tion, which has been presented to and reviewed by each director of the Corporation, is hereby approved, duplicate originals of such Certifcate of Incorporation having been fled on ____________________ , with New York Department of State, Division of Corporations and a copy of the Certifcate of Incor poration is hereby directed to be inserted in the minute book of the Corporation. Approval of By-Laws : RESOLVED, that the by-laws of the Corporation for the regu la tion of the business and afairs of the Corpora tion, which have been presented to and reviewed by each director of the Corporation, are hereby adopted and approved as the by-laws of the Corporation, and a copy of such by-laws is hereby directed to be inserted in the minute book of the Corpora tion and is incorporated by reference herein. Election of Ofcers : RESOLVED, that each of the following persons are hereby elected to serve as an ofcer of the Corporation, to hold the ofce or ofces set forth opposite their respective names until the frst annual meeting of the Board of Directors, until their earlier resignation or removal, or until their successors are duly elected and qualifed: Office Name President _________________________________________ Vice-President _________________________________________ Secretary-Treasurer _________________________________________ Payment of Incorporation Expenses : RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to pay all fees and efpenses inci dent to and necessary for the incorpora tion and organi za tion of the Corporation and that the ofcers of the Cor poration are hereby authorized and directed to take and per form any and all other actions and to sign any and all docu ments necessary or inci - dental to the completion of the organ iza tion of the Corporation. Adoption of Corporate Seal : RESOLVED, that the seal containing the name of the Corpora tion, an impression of which is affed in the margin of this consent, is hereby adopted as the corporate seal of the Corporation. Adoption of Fiscal Year : RESOLVED, that the fscal year of the Corporation shall begin on January 1st and end on December 31st of each year. Adoption of Form of Common Stock Certifcate : RESOLVED, that the form of stock certifcate to evidence shares of common stock of the Corporation, which has been presented to and reviewed by each director of the Corpora tion, is hereby adopted as the form of stock certifcate for the shares of common stock of the Corporation, a specimen thereof being attached hereto and incorporated by reference herein. Establishment of Par Value of Stock : RESOLVED, that the par value per share of the common stock of the Corporation be, and the same is, hereby established at One and 00/100 Dollar ($1.00). Issuance of Common Stock : RESOLVED, that in consideration of the payment, in cash, to or on behalf of, the Corporation of the amount of money specifed below opposite her name, the sufciency of which is hereby efpressly acknowledged, the President and Secretary of the Corporation are hereby authorized and directed, upon receipt by, or by others on behalf of, the Corporation of such amount of money from the person specifed below, to issue to such person a certifcate or certifcates representing the ownership by them of the number of shares of fully paid and non-assessable shares of One and 00/100 Dollar ($1.00) par value per share common stock of the Corporation as is also set forth below opposite his name: Name Shares Consideration _____________________ ______ _________________ _____________________ ______ _________________ _____________________ ______ _________________ Election of "S Corporation" Status : WHEREAS, the directors and stockholders of the Corpora tion have been advised of the advantages to the stock holders of the Corporation if the Corporation elects to be tafed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended; THEREFORE, BE IT RESOLVED, that the Corporation does hereby elect to be tafed as an "S Corporation" pursuant to Sections 1361 through 1379 of the Internal Revenue Code of 1986, as amended, for the current and succeeding taf years of the Cor - poration; BE IT RESOLVED FURTHER, that such election be made and fled by the Corporation, together with the consents of its stock - holders, within the time period specifed and permitted by statute, and the ofcers of the Corpora tion are hereby authorized and directed, for and on behalf of the Corpora tion, to efecute and fle such election with the Internal Revenue Service and to take such other actions as may be necessary to efect such election for the current fscal year of the Corporation. Election to Classify Stock as "§ 1244 Stock": WHEREAS, ________________________ is a "small business corporation" as defned in the Internal Revenue Code and the regulations issued thereunder; and WHEREAS, the Directors desire to qualify the Corpora tion's stock as Section 1244 stock; IT IS, THEREFORE, RESOLVED, that ________________________ hereby adopts a plan to have its stock classifed as Section 1244 stock and ofered for sale as such; RESOLVED FURTHER, that the mafimum amount to be received by this Corporation in consideration for its stock to be issued pursuant to this plan shall not efceed One Million and no/100 Dollars ($1,000,000.00). RESOLVED FURTHER, that the stock issued pursuant to this plan shall be issued only for money and other property, but efcluding other stock or securities; and RESOLVED FURTHER, that the ofcers of this Corporation shall take such action as is necessary to carry this plan into efect and especially to keep such records as are required by the Internal Revenue Service. Authorization for Opening Bank Account : RESOLVED, that ________________________ , ___________ , New York, shall be the depository in which the funds of the Corpora tion shall be deposited. BE IT RESOLVED FURTHER, that the appropriate ofcers of the Corporation shall be, and hereby are, authorized to open a bank account or accounts at said bank in the name of, and on behalf of, the Corporation, for the deposit of funds belong ing to the Corporation. BE IT RESOLVED FURTHER, that all checks drawn on such bank account or accounts shall be signed by ____________ or ________________________ . BE IT RESOLVED FURTHER, that the Board of Directors hereby adopts the form resolution of said bank (as completed) which appears in the form which is attached hereto and incorpor ated by reference herein, and the appropriate ofcers of the Corporation are hereby authorized to certify such form resolution of said bank as having been adopted by this Corporation and to furnish copies of this resolution to the said bank upon its request. Borrowing : RESOLVED, that only the duly elected ofcers of the Corpor a tion, acting either singularly or jointly as directed from time to time by resolution of the directors, be authorized to borrow money for, on behalf of, and in the name of the Corporation, but only pursuant to specifc authorization by resolution of the Board of Directors as may from time to time be adopted. Business Operations : RESOLVED, that the President of the Corporation is hereby authorized and directed to hire and employ such supervisors, mechanics laborers, helpers, ofce personnel and other workers as she deems necessary for the efective operation of the Corporation's business; and RESOLVED FURTHER, that the President of the Corporation is hereby authorized to pay all employees and workers of the Corporation such salary, wage and other compensation as she shall deem appropriate from time to time; and RESOLVED FURTHER, that the President of the Corporation shall have full power and authority to conduct all aspects of day-to- day operations of the Corporation's business as she deems justifed and appropriate. Filing of Consent : RESOLVED, that the Secretary of the Corporation is hereby directed to make the original of this consent part of the ofcial minutes of the Corporation to be fled in the minute book of the Corporation. THE UNDERSIGNED INCORPORATORS, SHAREHOLDERS AND DIRECTORS, BEING ALL THE SHAREHOLDERS ENTITLED TO VOTE ON THE MATTERS DESCRIBED ABOVE, ALL INCORPORATORS AND THE ENTIRE MEMBERSHIP OF THE BOARD OF DIRECTORS OF ___________________ DO HEREBY EXPRESSLY CONSENT TO THE FOREGOING RESOLUTIONS AS BEING THE JOINT ORGANIZA TIONAL ACTIONS OF THE INCORPORATORS, SHARE HOLDERS AND DIRECTORS OF SUCH CORPORATION, IN ACCORDANCE WITH NEW YORK BUSINESS CORPORATION LAW (NEW YORK CONSOLIDDATED STATUTES, CHAPTER 4) AND IN LIEU OF AN ORGANIZATIONAL MEETING THEREOF, TO BE EFFECTIVE AS OF ________________________ . _________________________________ ___________________, Incorporator _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder and Director _________________________________ _________________________________ Shareholder ATTEST: ______________________________ _____________________, Secretary RESIGNATION OF INCORPORATOR I, the undersigned ______________________ , do hereby resign as incorporator of _____________ , a New York corporation, efective _____________________________ . ______________________________ Incorporator