MINUTES OF THE ORGANIZATION MEETING OF THE DIRECTORS OF _______________ LLC held _____________, 19____ A Directors Meeting was called at _______ am (1) to complete the organization of the company and (2) carrying on any other business brought before the meeting. Present were: (Directors) and the Company Attorney. The Company Attorney presented a form of Certificate of Share Ownership, which, upon motion duly made, seconded and unanimously carried, was adopted as the form of share certificate for the Company. Upon motion duly made, seconded and unanimously carried, pursuant to the Operating Agreement, the Members did unanimously appoint the following officers to serve for a term of one year, or until their successors are named, whichever latter occurs: (Name) (Name) (Name) President Secretary Assistant Secretary
Upon motion duly made, seconded and unanimously carried, it was RESOLVED that the initial Operating Account of the Company be at (Bank) that all Directors and the Assistant Secretary be authorized as signatories on the Company bank account; and that checks and withdrawals on such account requires the signature of any Director or the Assistant Secretary for transactions under $___________, and that the concurrence and signature of either ______________________ or _________________ be required for transaction over $_______ and that the appropriate Resolution on the bank form is hereby ratified and adopted, and a copy attached to and incorporated in these minutes as Exhibit “A”. Issuance of Shares WHEREAS, the following Members have offered to purchase an aggregate of __________ shares of the Company’s common stock, without par value, at a price of ______________ Dollars ($______________) cash per share, and upon the other terms and conditions set out herein, each member offering to purchase the number of shares set out next to its respective name: Member Shares
WHEREAS, the Board deems it beneficial to the Company to authorize the issuance of shares, but to allow the above Members to purchase the shares in one or more lots at times mutually acceptable to the President of the Company and such Members; and WHEREAS, the Board determines that the above-stated cash price per share is at least equal to the value of each such share. NOW, THEREFORE, BE IT: RESOLVED, that the Company hereby accepts the above offers to purchase shares, and one or more calls for payment for the shares shall be made at times mutually acceptable to the President of the Company and the above Members, RESOLVED FURTHER, that the President of the Company or such person as the President may from time to time designate, shall, upon receipt of payment for shares in cash, issue to the above Members certificates evidencing the shares described above at one or more times. RESOLVED FURTHER, that the shares of the Company are to be issued in reliance on the non-public offering exemption of the Securities Act of 1993 (the “Act”) and are issued in reliance upon letters of non-distributive intent issued or to be issued by such corporations. RESOLVED FURTHER, that the certificates evidencing such shares shall contain legends describing the restriction on their transfer and that the individual responsible for keeping the stock transfer books of the Company be, and hereby is, directed not to effect transfer of shares of the Company until he has been advised by the counsel for the Company that such transfer will not be in violation of the Act. Acquisition of Bonds The President stated that the next order of business to be conducted was the consideration of the acquisition of certain industrial revenue bonds to be issued by the (governmental entity). Following discussion regarding the project to be financed, the terms of the bond issue, the terms of purchase and the advisability of the investment, a motion was made by (Name) seconded by (Name), and unanimously approved, to adopt the following preamble and resolutions:
WHEREAS, the Board of Directors deems it to be in the best interest of the Company to acquire $____________ (Name of Revenue Bond), Series _______ (the “Bonds”) to be issued by (governmental entity), (the “Issuer”), which will be used to finance a part of a new steel recycling facility now under construction by (Name) (the “Project”), NOW THEREFORE, BE IT: RESOLVED, that the Board of Directors hereby approves the acquisition of the Bonds on substantially on the terms and conditions set forth in the Contract of Purchase attached as Exhibit “B” hereto or such other terms and conditions as (Name), and (Name) as Directors of the Company may deem to be in the best interest of the Company. RESOLVED FURTHER, that the President is authorized and directed to proceed, on behalf of the Company, with the acquisition of the Bonds and to execute and deliver, on behalf of the Company: the Contract of Purchase, (Number) (____) promissory notes of the Company in the principal amount of $__________ million each as contemplated in the Contract of Purchase and other documents instruments and certificates as he shall deem to be in the best interest of the Company, all in such form and containing such terms, provisions and conditions as he shall approve, his signature thereto to be conclusive evidence of his approval on behalf of the Company. RESOLVED FURTHER, that the President and Secretary are authorized to execute and deliver such further instruments, certificates and other agreements and documents and to take such other and further actions as shall be necessary or desirable in effecting the transactions contemplated hereby. Upon Motion duly made, seconded and unanimously carried, it was RESOLVED that an account be opened at (Bank) for the bond purchase transactions required by the Contract of Purchase, and that concurrence and signature of either ______________ or _______________ be required for all transactions on that account. A copy of the appropriate resolution on the bank form is hereby ratified and adopted and a copy attached and incorporated in these Minutes as Exhibit “C”. The Company Attorney then presented a Sublease and Agreement to Provide Support Services which was reviewed and upon motion duly made and unanimously passed was approved. A copy of that Agreement is attached to and incorporated in these minutes as Exhibit “D”.
The Company Attorney then presented a bill for services and costs for the period of (date) through (date). Upon review of that bill, it was directed to be paid from Company funds held by the attorney in his trust account, and that the balance of those funds be used to open the Operations Account at (Bank). The directors then discussed the employment of an Assistant Secretary/Operation Officer. The attorney presented a description of duties which were then reviewed and incorporated in these minutes as Exhibit “E”. Upon motion duly made, seconded and unanimously carried, it was resolved that (Name), be employed as Operations Officer and be paid $_________ per month for his services. Upon motion duly made and seconded, the following preamble and resolution was then unanimously passed: WHEREAS, the Company will be required to make multiple determinations with respect to filing obligations for federal state and/or local taxes, its obligations with respect to withholding taxes for employees and similar matters and the filing of documents as may be required by federal, state and local governments in order to establish the operations of the business as required by law; RESOLVED, that the Assistant Secretary be and he hereby is authorized and empowered to take all steps, make all determinations, and execute and file all documents with federal, state and/or local governments as may be necessary or appropriate to conduct properly the business of the Company pursuant to all applicable laws and in connection therewith to consult with Company’s auditors and legal counsel as he deems necessary. There being no further business, the meeting was declared adjourned.
______________________ Director
_____________________ Director