MINUTES OF ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF ILLINOIS YOUTH ULTIMATE The directors named in the Articles of Incorporation of the corporation named above (the Corporation ), constituting the board of directors of this corporation (the Board ), held their organizational meeting at the time, on the day and at the place set forth as follows: Time: 8:00 p.m. Date: February 25, 2013 Place: Google hangout The following Directors, constituting a quorum of the full board, were present at the meeting: Jimmy Robin The following Directors were absent: Luke Johnson On the motion and by unanimous vote, the following persons were elected temporary chairperson and secretary for the first meeting: Temporary Chairperson: Temporary Secretary: Matt Moran WAIVER OF NOTICE The temporary chairperson announced that the meeting was held pursuant to waiver of notice thereof and consent thereto as agreed to by all of the Directors of the Corporation named as such in the Articles of Incorporation; such waiver and consent was presented to the meeting and on motion duly made, seconded, and unanimously carried was made a part of the records of the meeting. COMPOSITION AND SIZE OF BOARD The matter of the composition and size of the Board was next considered. On motion duly made, seconded, and unanimously carried, the following resolution was adopted:
WHEREAS, the Articles of Incorporation specify that the Board of Directors shall consist of three individuals, namely Anthony Miocic, Luke Johnson and Jimmy Robin; and WHEREAS, the best interests of the Corporation will be served by increasing the size of the Board to seven (7) members, consisting of the following individuals: Arnoush Javaherian Luke Johnson Matt Moran Lynne Nolan Gail Reich Joe Schoen THEREFORE, BE IT RESOLVED, that the Board of Directors for this corporation shall consist of seven (7) members, until changed by subsequent resolution of this Board. RESOLVED FURTHER, that Luke Johnson, Matt Moran, and Lynne Nolan shall serve for a term of one (1) year from January 1, 2013 through December 31, 2013. RESOLVED FURTHER, that Arnoush Javaherian,, Gail Reich, and Joe Schoen shall serve for a term of two (2) years from January 1, 2013 through December 31, 2014. Upon adoption of the foregoing resolution, Director Robin tendered his resignation from the Board, effective immediately. ARTICLES FILED The meeting proceeded to the matter of adopting the Articles of Incorporation. The secretary stated that the original Articles of Incorporation of the Corporation had been filed in the office of the Secretary of State on January 13, 2013. Discussion ensued regarding amending the Articles of Incorporation to modify Article 3 in accordance with the foregoing resolutions regarding the size and composition of the Board, and to modify Article 4 (the Purpose clause) to conform to the requirements of Internal Revenue Code Section 501(c)(3). Upon motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that the Articles of Incorporation shall be amended to conform to the resolutions regarding the size and composition of the Board, and to conform the Purpose clause (Article 4) to the requirements of Internal Revenue Code Section 501(c)(3).
RESOLVED FURTHER, that the Secretary is authorized and directed to prepare and file the appropriate amendment with the Illinois Secretary of State, to insert the amended Articles of Incorporation in the book of minutes of the Corporation, and to see that a certified copy of the amended Articles of Incorporation is kept at the principal office for the transaction of business of the Corporation. BYLAWS The matter of the adoption of bylaws for the regulation of the Corporation was next considered. The secretary presented to the meeting a form of bylaws that was duly considered and discussed. On motion duly made, seconded, and unanimously carried, the following resolutions were adopted: WHEREAS, the Directors of this Corporation have not as yet adopted any bylaws for the Corporation; and WHEREAS, the best interests of the Corporation will be served by the adoption of bylaws; THEREFORE, BE IT RESOLVED, that the bylaws presented to this meeting and discussed (the Bylaws ) are hereby adopted as the bylaws of this Corporation. RESOLVED FURTHER, that the secretary of this Corporation be authorized and directed to execute a certificate of the adoption of the Bylaws and to insert the Bylaws as so certified in the book of minutes of the Corporation and to see that a copy of the Bylaws, similarly certified, is kept at the principal office for the transaction of business of the Corporation. ELECTION OF OFFICERS The meeting proceeded to the election of officers. The following were duly nominated and elected to the offices indicated before their names: President: Arnoush Javaherian Vice-President: Gail Reich Tournament Coordinator: League Coordinator: Joe Schoen Manager, Promotion and Outreach: Manager, Strategic Partnerships: Luke Johnson Manager, Illinois Youth Club Championship team: Arnoush Javaherian Coordinator, U-16 Division: Michael Haase Treasurer: Lynne Nolan Secretary: Matt Moran
Each officer so elected, being present, accepted his or her office, and thereafter the President presided at the meeting as chairperson, and the Secretary acted as secretary of the meeting. ADOPTION OF CORPORATE NAME The Secretary suggested that the meeting consider the adoption of corporate name. On motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the corporate name of the Corporation shall be Illinois Youth Ultimate. ACCOUNTING YEAR The Secretary proposed that the meeting consider the adoption of an accounting year. On motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the Corporation adopt an accounting year as follows: Date Accounting Year Begins: January 1 Date Accounting Year Ends: December 31 PRINCIPAL OFFICE LOCATION After discussion, the location of the principal office of the Corporation for the transaction of the business of the Corporation was fixed pursuant to the following resolution unanimously adopted, on motion duly made and seconded: RESOLVED, that 26 S. Laird Street, Naperville, DuPage County, Illinois is hereby designated and fixed as the principal office for the transaction of the business of this Corporation, until changed by subsequent resolution of this Board. ESTABLISHMENT OF BANK ACCOUNT The Chairperson suggested that the Directors consider the proposal of establishing a depository account. On motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that the corporate bank account shall be opened at the US Bank, Naperville branch.
RATIFICATION OF PREVIOUS ACTIONS The Secretary suggested that the Directors consider the proposal of ratifying all actions previously taken by the Directors or the Incorporator. On motion duly made, seconded, and unanimously carried, the following resolution was adopted: RESOLVED, that all actions previously taken by the Directors or the Incorporator that are not inconsistent with the Articles of Incorporation as amended, the Bylaws, or applicable law, including without limitation Section 501(c)(3) of the Internal Revenue Code, are hereby ratified and confirmed. TAX EXEMPT STATUS The Secretary next suggested that the Directors consider pursing tax-exempt status for the Corporation. Discussion ensued, and the matter was tabled until additional information regarding the cost of preparing and filing the necessary documentation with the IRS and the Illinois Department of Revenue was presented to the Directors. The Secretary was directed to gather such information and present it at the next Board meeting. CORPORATE LOGO The matter of a corporate logo was next considered. Several options were presented, and discussion ensued. A number of designs were selected for further refinement and enhancement by Director Nolan, which will be presented to the Board at a future meeting. CHSUL-WEST BUDGET The matter of the budget and administrative fees for CHSUL-West was next considered. Director Schoen presented a form of budget that was duly considered and discussed. On motion duly made, seconded, and unanimously carried (with Director Nolan abstaining and Directors Schoen and Javaherian excluded from voting due to the policy on conflicts of interest set forth in the Bylaws), the budget was approved with a total administrative fee not to exceed $1200 and a per team entry fee not to exceed $285. TIME AND PLACE OF NEXT MEETING The time and place of the next regular meeting of the Board was next considered. After discussion, a motion was duly made, seconded and unanimously carried to set the time and place of the next meeting at 8:00 p.m. Tuesday, March 5, 2013 via Google hangout. ADJOURNMENT There being no further business, on motion duly made, seconded, and unanimously carried, the meeting was adjourned.
Dated, 2013 Secretary