Minutes of the Organizational Meeting of Directors of The XFree86 Project, Inc.

The organizational meeting of Directors was held at the Corporation's principal office, on the 27th day of May, 1994 at ten o'clock a.m.

The following were present and participated either in person or through electronic means:

David Wexelblat
Dirk Hohndel
David Dawes
Dr. Richard Murphey
Dr. Jon Tombs
Glenn G. Lai
James Tsillas

David Wexelblat was appointed Chairman of the meeting and David Dawes was appointed Secretary.

The Secretary then presented and read to the meeting a copy of the Articles of Incorporation and reported that on May 27, 1994, the original thereof was filed in the office of the Secretary of State of the State of Texas, and that the Secretary of State issued a formal certificate of incorporation (No. ___________) to the Corporation on that date. Upon motion duly made and seconded, the following resolution was unanimously adopted:

"RESOLVED that the Secretary is hereby directed to insert the Articles of Incorporation and the Certificate of Incorporation into the Minute Book."

The Chairman then stated that the nominations were in order for the election of Directors of the Corporation to hold office until the first annual meeting of members of the Corporation and until their successors shall be elected and shall qualify.

The following persons were nominated:

David Wexelblat
Dirk Hohndel
David Dawes
Dr. Richard Murphey
Dr. Jon Tombs
Glenn G. Lai
James Tsillas

No further nominations being made, nominations were closed and a vote was taken.

After the vote had been counted, the Chairman declared that the foregoing named nominees were elected directors of the Corporation. The Chairman then stated that the newly elected directors would assume their responsibilities immediately.

The Secretary then presented a proposed form of Bylaws prepared by John J. Marek, counsel to the Corporation. The proposed Bylaws were read to the Board Members at the meeting, considered, and upon motion duly made and seconded, the following resolution was unanimously adopted:

"RESOLVED that the Bylaws submitted to, reviewed and initialed by the Directors are approved and the Secretary is hereby directed to insert them in the Minute Book."

The Chairman of the meeting then called for the election of officers of the Corporation. The following persons were nominated to the office preceding their name:

President:			David Wexelblat
Vice President:    		Dirk Hohndel
Secretary:			David Dawes
Treasurer			Dr. Richard Murphey

No further nominations being made, the nominations were closed and the Directors proceeded to vote on the nominees. The Chairman announced that the foregoing nominees were elected to the offices set beside their respective names.

The Secretary submitted to the meeting a seal and the corporate minute book. Upon motion duly made, seconded and carried, it was:

"RESOLVED that the seal now presented at this meeting, an impression of which is directed to be made in the Minutes of this meeting, be and the same is hereby adopted as the seal of the Corporation."
"RESOLVED that the corporate record book be and is hereby adopted as the record book share transfer ledger."

Upon motion duly made, seconded, and carried it was "FURTHER RESOLVED that the Treasurer of the Corporation be and is hereby authorized to pay all charges and expenses incident to or arising out of the organization of the Corporation and to reimburse any person who has made any disbursement therefore."

Upon motion duly made, seconded and carried, it was

"RESOLVED that the office of the Corporation to be established and maintained at 250 Eldorado Blvd. #303 Webster, Texas 77598, and that the meetings of the Board of Directors, from time to time, may be held either at the principal office, at any place designated or permissible as provided in the Bylaws or at such other place as the Board of Directors shall from time to time order."

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

"RESOLVED that for the purposes of authorizing the Corporation to do business in any state, territory or dependency of the United States or any foreign country in which it is necessary or expedient for this Corporation to transact business, the proper officers of this Corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, and, under the corporate seal, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required bylaws of such state, territory, dependency or country to authorize the Corporation to transact business therein.

The Chairman then stated that it was desirable to designate a depository for the funds of the Corporation. Thereupon, on motion duly made, seconded, and unanimously adopted, it was

"RESOLVED, that the Treasurer be and hereby is authorized to open a bank account on behalf of the Corporation with Nations Bank, Houston, Texas and a resolution for that purpose on the printed form of said bank was adopted and was ordered appended to the Minutes of the meeting."

The Chairman explained that the Articles and Bylaws of the Corporation set forth conditions of Full Membership in the Corporation and recommended that the Board of Directors nominate and become Full Members of the Corporation in consideration of past services performed for the Corporation. After Motion duly made, seconded and unanimously adopted, it was resolved that Full Membership in the Corporation as provided under the Bylaws be issued to the following persons:

David Wexelblat Dirk Hohndel David Dawes Dr. Richard Murphey Dr. Jon Tombs Glenn G. Lai James Tsillas

Upon Motion duly made, seconded, and carried, it was

"RESOLVED that the Corporation proceed to carry on the business for which it was incorporated, and further
"RESOLVED that the signing of these Minutes shall constitute full ratification thereof, and waiver of notice of the meeting by the signatories.

There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned.

DATED:  This __________ day of _________________, 1994.




				David Wexelblat, Director



				Dirk Hohndel, Director



				David Dawes, Director



				Dr. Richard Murphey, Director



				Dr. Jon Tombs, Director



				Glenn G. Lai, Director



				James Tsillas, Director
    

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Copyright (C) 1994, The XFree86 Project, Inc., All rights reserved.

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