MINUTES OF THE DIRECTORS MEETING OF ____________________ held [Date] A directors meeting was called at [Date and time] to: (1) complete the organization of the Company and (2) carry on any other business brought before the meeting. Present were (Named Directors) and the Company Attorney, [Attorney Name]. 1. Share Certificates. 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 passed, the Certificates of Share Ownership were directed to be issued as follows: (Member One) ____ Shares (Member Two) ____ Shares 2. Election of Officers. 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) Chairman (Name) Secretary (Name) Assistant Secretary 3. Operating Account. Upon motion duly made, seconded and unanimously carried, it was RESOLVED that the initial Operating Account of the Company be at [Financial Institution]; 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 $5,000.00, and that the concurrence and signature of one (Member One) Director and one (Member Two) Director be required for transaction over $5,000.00 and that the appropriate Resolution on the bank form is hereby ratified and adopted, and a copy attached to and incorporated in these minutes as Exhibit "__.” 4. Issuance of Shares. WHEREAS, the following Members have offered to purchase an aggregate of ______ shares of the Company's common stock, without par value, at a price of __________ Dollars ($_________) 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 Number of Shares (Member One) ____ (Member Two) ____ 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 Chairman 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 Chairman of the Company and the above Members. RESOLVED FURTHER, that the Chairman of the Company or such person as the Chairman 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. 5. Acquisition of Bonds. The Chairman stated that the next order of business to be conducted was the financing of [describe project]. 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, [details of 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 hereto as Exhibit "___" 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 Chairman 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, promissory notes of the Company 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 Chairman 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 one (Member One) Director and one (Member Two)Director 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 "___". 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 "___". Upon motion duly made, seconded and unanimously carried, it was resolved that (Name), CPA, be employed as Operations Officer and be paid $______ per month for 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. 6. Adjournment. There being no further business, the meeting was declared adjourned. ATTEST ________________ LLC By: __________________________ By: ________________________ Secretary Chairman