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Resolutions Limited Liability Company Election of Officers

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					                           MINUTES OF FIRST MEETING
                                      OF
                                  MEMBERS
                                      OF

                    _________________________________________


       The first meeting of the Members of the above captioned Limited Liability Company
was held on the date, time and at the set forth in the written Waiver of Notice signed by all
the Members, fixing such time and place, and affixed to the minutes of this meeting.

       There were present the following:

       ___________________________                ___________________________
       ___________________________                ___________________________
       ___________________________                ___________________________
       ___________________________                ___________________________
       ___________________________                ___________________________

       being all the Members. The meeting was called to order by ____________________.
It was moved, seconded and unanirnously carried, that _______________________, act as
Temporary Chairman, and that __________________________, act as Temporary Secretary.

       The meeting then proceeded to the election of officers. Upon nominations duly made
and seconded, the following were elected and qualified:

       Operating Manager :   _______________________________________

       Secretary:            _________________________________

       Treasurer:            _________________________________

       The Operating Manager of the Company thereupon assumed the Chair, and the
Secretary of the Company assumed his/her duties as Secretary of the meeting.

       The Secretary presented to the meeting:

              (1) Copy of the Articles of Organization

              (2) Copy of the proposed Operating Agreement of the Company.

              Upon motion duly made, seconded and unanimously carried, it was
       RESOLVED, that the Articles of Organization and the Operating Agreement be, and
they hereby are, approved, ratified and adopted by the Members.

      The Secretary submitted to the meeting a seal proposed for use as the Company seal.
Upon motion duly made, seconded and unanimously carried, it was

        RESOLVED, that the form of seal submitted to this meeting be, and it hereby is,
approved and adopted as and for the Company seal of this Limited
Liability Company, and that an impression thereof be made on the
margin of these minutes.

      There was presented to the meeting a sample of a proposed certificate to represent the
ownership of an interest in the company. Upon motion duly made, seconded and
unanimously carried, it was

      RESOLVED, that the sample form of certificate which has been presented to this
meeting be, and the same hereby is, approved and adopted as the certificate to represent the
Ownership of and interest in the Company; and it was further

       RESOLVED, that the sample certificate so presented to the meeting be annexed to
the minutes thereof.

        The banking arrangements of the Company were then discussed. After discussion, on
motion duly made, seconded and carried, proposed Secretarial Certificates to be furnished by
the Secretary of the Company to the following persons was unanimously approved, and the
resolutions set forth in such Secretarial Certificate were unanimously adopted. A conformed
copy of such Secretarial Certificate was ordered annexed to the minutes of the meeting.

       Upon motion duly made, seconded and unanimously carried, it was

				
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