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