Consent of Members (Organizational) by bobzepfel

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									             CONSENT CERTIFICATE OF ACTION BY MEMBERS FOR THE
                  ORGANIZATIONAL MEETING OF MEMBERS OF

                            A LIMITED LIABILITY COMPANY




              We, the undersigned, being all of the Members of               ,a
       Limited Liability Company ("Company") organized under the laws of the State of
       , consent to and adopt the following resolutions as the action of the Company in lieu of a
formal or organizational meeting as permitted under Section ____________ of the
       Limited Liability Company Act and Section __________ of the Operating Agreement
adopted under this Consent.

        1.     ARTICLES OF ORGANIZATION

                The Members have been informed that the original Articles of Organization had
been filed in the Office of the              Secretary of State on         . A certified copy of
the Articles of Organization has been provided the Manager/Secretary, and the
Manager/Secretary is hereby directed to insert the copy in the Minute Book of the Company. A
copy is attached as Exhibit "C." Accordingly, we hereby unanimously consent to and adopt the
following resolution:

               RESOLVED, that a copy of the Articles of Organization of this Company, as
               certified by the           Secretary of State, be inserted in the Minute Book
               of this Company.

       2.      OPERATING AGREEMENT

                We have been presented with a proposed Operating Agreement attached to this
Certificate as Exhibit "A" and incorporated in this Certificate by this reference. We understand
that the Operating Agreement regulates the business and affairs of the Company. After having
duly considered the substance of the proposed Operating Agreement, we hereby unanimously
consent to and adopt the following resolution:

               RESOLVED, that the Operating Agreement attached to this Certificate as
               Exhibit "A" is adopted as the Operating Agreement of this Company and the
               Manager/Secretary of the Company appointed under this consent is ordered to
               certify a copy of such Operating Agreement and insert the document in the Minute
               Book of the Company; and

               RESOLVED FURTHER, that the Manager/Secretary is further instructed to
               maintain a certified copy of such Operating Agreement in the principal office of
               the Company in California open for inspection by the Members at all reasonable
               times during office hours.

       3.      COMPANY SEAL

               We have been presented with a Company Seal and hereby unanimously consent to
and adopt the following resolution:

               RESOLVED, that the Company Seal containing the words ", A
                      Limited Liability Company" together with the date of organization of this
               Company as shown by the impression thereof on the margin of this page, is hereby
               adopted as the Company Seal of this company.

       4.      CERTIFICATES OF MEMBERSHIP INTEREST

                 We have been presented with a proposed form of Certificate of Membership
Interest to be used by the Company for its Membership Interests. The proposed form of
Certificate of Membership Interest is attached to this Certificate as Exhibit "B" and incorporated
in this Certificate by this reference. We hereby unanimously consent to and adopt the following
resolution:

               RESOLVED, that the Certificate of Membership representing Membership
               Interests in this Company be in substantially the same form as the form of
               Certificate of Membership attached to this Certificate as Exhibit "B" and that each
               such Certificate of Membership shall bear the name of this Company, the number
               of percentage shares represented thereby, the name of the owner of such
               percentage share and the date such percentage share was issued;

               RESOLVED FURTHER, that the Certificates of Membership Interest shall bear
               an appropriate transfer restriction legend consistent with the provisions of Article
               VI of the Articles of Organization of the Company;

               RESOLVED FURTHER, that such Certificate of Membership Interest shall be
               consecutively numbered beginning with number 1, shall be issued only with the
               signature of all of the Members of the Company or all of the Managers of the
               Company and the Company Seal affixed thereto; and
               RESOLVED FURTHER, that the Manager/Secretary is instructed to insert a
               blank Certificate of Membership Interest as a specimen in the Company Minute
               Book immediately following these minutes.

        5.     COMPANY RECORDS

               The Members wish to have a minute book maintained for the
								
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