ACTION TAKEN BY WRITTEN CONSENT BY INCORPORATOR OF LAKE HUNTER COMMONS ASSOCIATION, INC. February 8, 1999

Transcription

1 ACTION TAKEN BY WRITTEN CONSENT BY INCORPORATOR OF LAKE HUNTER COMMONS ASSOCIATION, INC. February 8, 1999 The following resolutions are adopted by the written consent of all the incorporators of the nonprofit corporation pursuant to the authority granted in South Carolina Code (a)(2) & (b). 1. Resolution Adopting Bylaws The following resolution adopting bylaws for the nonprofit corporation is adopted: RESOLVED, that the form of bylaws presented to the incorporator, a copy of which is attached to these minutes and incorporated herein by reference, are hereby adopted and approved as the bylaws of the nonprofit corporation. Said bylaws shall remain in full force and effect until amended or repealed by action of the board or directors or members. 2. Resolution Electing Directors The bylaws provide that the nonprofit corporation shall have three (3) directors. The following resolution with respect to the election of the first board of directors of this nonprofit corporation is hereby adopted: RESOLVED, that the following persons are hereby elected as the initial directors of the nonprofit corporation, to serve as such until the next election of directors, or until their successors have been duly elected and qualified: M. Anthony McAlister, Jr. Jerry Tumbleston Merritt Galifanakos 3. Resolution Affirming Articles Of Incorporation Articles of incorporation for the nonprofit corporation were filed with the South Carolina Secretary of State, a stamped filed copy of which was returned and shall be retained by the nonprofit corporation in its minute book. This resolution reaffirms all of the terms and provisions contained in said articles of incorporation. Charleston

2 RESOLVED that the articles of incorporation, as filed with the South Carolina Secretary of State, are hereby affirmed as being the articles of incorporation of this nonprofit corporation. The above resolutions were taken by all of the incorporators of the nonprofit company, and each incorporator has consented to these actions signing his name below. These resolutions shall be effective on the date first set forth above. Charleston:

3 ACTION TAKEN BY WRITTEN CONSENT BY ALL THE DIRECTORS AS THE ORGANIZATIONAL MEETING OF LAKE HUNTER COMMONS ASSOCIATION, INC. March 20, 1999 The following resolutions are adopted by the written consent of all the directors of the nonprofit corporation pursuant to the authority granted in South Carolina Code The articles of incorporation of the nonprofit corporation were filed with South Carolina Secretary of State on February 3, The directors take the following actions to complete the organizational process of the nonprofit corporation. 1. Preparation of Minute Book A Minute Book has been prepared for the retention of minutes and documents of the nonprofit corporation. The following resolution with respect to adopting and approving the Minute Book is hereby adopted: RESOLVED, that the Minute Book presented to the nonprofit corporation is hereby adopted as the Minute Book for this nonprofit corporation. The Secretary, or other officer, is hereby directed to place a copy of the Articles of Incorporation, the nonprofit corporation Bylaws and all Minutes of the nonprofit corporation in the Minute Book, and to maintain it as part of the official records of this nonprofit corporation. RESOLVED FURTHER, that the Secretary is directed to maintain this Minute Book in the principal office of the nonprofit corporation located in South Carolina. These records shall be kept current. 2. Confirmation of the Bylaws The following resolution with respect to the confirmation of Bylaws for the regulation and management of the affairs of the nonprofit corporation is adopted: RESOLVED, that the Bylaws which have been prepared for this nonprofit corporation, which have been adopted by the Incorporator, a copy of which has been placed in the Minute Book, are hereby further approved and adopted by the Board of Directors as the Bylaws of this nonprofit corporation. Charleston:

4 3. Appointment of Officers The following resolution with respect to the appointment of the officers of the nonprofit corporation is hereby adopted: RESOLVED, that the following persons are hereby appointed to the offices set opposite their respective names: M. Anthony McAlister, Jr. President Jerry Tumbleston Vice President Merritt Galifanakos Secretary-Treasurer Each such officer shall serve in accordance with the provisions of the bylaws and until his successor shall have been duly appointed and qualified. 4. Tax Identification Number The following resolution with respect to obtaining a federal tax identification number for the nonprofit corporation is hereby adopted: RESOLVED, that the proper officer shall file the appropriate form to obtain a federal tax identification number for the nonprofit corporation. 5. Selection of Accounting Method and Annual Accounting Year The following resolution with respect to the adoption of a fiscal year for the nonprofit corporation and a method of accounting are hereby adopted: RESOLVED, that the nonprofit corporation hereby adopts an accrual system for reporting its income. RESOLVED FURTHER, that the nonprofit corporation hereby adopts a calendar year ending on the last day in December as its accounting period. The above resolutions were taken by all the directors of the nonprofit corporation and each director has consented to this action by signing his name below. These resolutions shall be effective on the date first set forth above. Charleston:

5 ACTION TAKEN BY WRITTEN CONSENT BY ALL THE DIRECTORS AS THE ORGANIZATIONAL MEETING OF LAKE HUNTER COMMONS ASSOCIATION, INC. February 20, 1999 The following resolutions are adopted by the written consent of all the directors of the nonprofit corporation pursuant to the authority granted in South Carolina Code The articles of incorporation of the nonprofit corporation were filed with South Carolina Secretary of State on February 3, The directors take the following actions to complete the organizational process of the nonprofit corporation. 1. Preparation of Minute Book A Minute Book has been prepared for the retention of minutes and documents or the nonprofit corporation. The following resolution with respect to adopting and approving the Minute Book is hereby adopted: RESOLVED, that the Minute Book presented to the nonprofit corporation is hereby adopted as the Minute Book for this nonprofit corporation. The Secretary, or other officer, is hereby directed to place a copy of the Articles of Incorporation, the nonprofit corporation Bylaws and all Minutes of the nonprofit corporation in the Minute Book, and to maintain it as part of the official records of this nonprofit corporation. RESOLVED FURTHER, that the Secretary is directed to maintain this Minute Book in the principal office of the nonprofit corporation located in South Carolina. These records shall be kept current. 2. Confirmation of the Bylaws The following resolution with respect to the confirmation of Bylaws for the regulation and management of the affairs of the nonprofit corporation is adopted: RESOLVED, that the Bylaws which have been prepared for this nonprofit corporation, which have been adopted by the Incorporator, a copy of which has been placed in the Minute Book, are hereby further approved and adopted by the Board of Directors as the Bylaws of this nonprofit corporation. Charleston:

6 3. Appointment of Officers The following resolution with respect to the appointment of the officers of the nonprofit corporation is hereby adopted: RESOLVED, that the following persons are hereby appointed to the offices set opposite their respective names: M. Anthony McAlister, Jr. President Jerry Tumbleston Vice President Merritt Galifanakos Secretary-Treasurer Each such officer shall serve in accordance with the provisions of the bylaws and until his successor shall have been duly appointed and qualified. 4. Tax Identification Number The following resolution with respect to obtaining a federal tax identification number for the nonprofit corporation is hereby adopted: RESOLVED, that the proper officer shall file the appropriate form to obtain a federal tax identification number for the nonprofit corporation. 5. Selection of Accounting Method and Annual Accounting Year The following resolution with respect to the adoption of a fiscal year for the nonprofit corporation and a method of accounting are hereby adopted: RESOLVED, that the nonprofit corporation hereby adopts an accrual system for reporting its income. RESOLVED FURTHER, that the nonprofit corporation hereby adopts a calendar year ending on the last day in December as its accounting period. The above resolutions were taken by all the directors of the nonprofit corporation and each director has consented to this action by signing his name below. These resolutions shall be effective on the date first set forth above. Charleston