MINUTES
OF ORGANIZATIONAL
MEETING OF
INTERNATIONAL PARROTLET SOCIETY
A
California Nonprofit Public Benefit Corporation
The
initial directors named by the Incorporator of the above-named corporation held
a
meeting at
the time, on the day and at the place hereinbelow for the purposes of completing
the
organization
of said corporation:
Time:
2:00 P.M. PST
Date:
March 22, 2003
Place:
Principle Place of Business and Phone (Electronic mail)
Present
at said meeting either in person or by phone were the following persons who
constituted a quorum of the board: Sandee
L. Molenda and Robert Molenda, in person; by phone: Jeff Faleo, Leslie Huegerich,
Judie Wellman, Rachel Obitz and Jill Paulos.
The
following named persons acted as Temporary Chairman and Temporary Secretary of
the meeting:
Temporary
Chairman:
Jeff Faleo
Temporary
Secretary: Sandee L. Molenda
The
temporary chairman announced that the meeting was held pursuant to a written
waiver of notice and consent to the holding of the meeting, signed by all
directors of the
corporation
named as directors by the incorporator. That waiver and consent was presented to
the meeting
and on motion duly made, seconded, and unanimously carried, was made a part of
the minutes of the meeting.
The
temporary chairman stated that the original Articles of Incorporation had been
filed in the office of the California Secretary of State on January 1, 2003, and
that they named Dina Hoffman as agent for service of process. The temporary
chairman then presented to the meeting a certified copy of said Articles of
Incorporation and the secretary was directed to insert said copy in the book of
minutes of the corporation.
On
motion duly made, seconded and unanimously carried, it was resolved that Dina
Hoffman be confirmed as the corporation's agent for service of process.
The
matter of the adoption of bylaws for the regulation of the corporation was next
considered. The temporary chairman presented to the meeting a form of Bylaws and
recommended that the same be adopted as bylaws of the corporation. On motion
duly made, seconded and carried, the following resolutions were adopted.
WHEREAS,
bylaws for the regulation of the affairs of this corporation have not yet been
adopted; and
WHEREAS,
there has been presented to this meeting a form of bylaws for the regulation of
the affairs of this corporation; and
WHEREAS,
it is deemed to be in the best interests of this corporation that said bylaws be
adopted as and for the bylaws of this corporation; and
WHEREAS,
the undersigned directors are empowered pursuant to the California Corporations
Code to adopt bylaws of the corporation;
NOW,
THEREFORE, BE IT RESOLVED, that the bylaws presented to this meeting be and the
same hereby are adopted as and for the bylaws of this corporation.
RESOLVED,
FURTHER, that the secretary of this corporation be, and hereby is, authorized
and directed to execute a certificate of the adoption of said bylaws and to
insert said bylaws as so certified in the book of minutes of this corporation
and to see that a copy of said bylaws, similarly certified, is kept at the
principal office for the transaction of business of this corporation, in
accordance with Section 213 of the California Corporations Code.
The
temporary chairman instructed the secretary to secure an appropriate seal for
the corporation bearing the corporation's name "International Parrotlet
Society" and the words and
figures
"Incorporated January 1, 2003, California."
The
meeting then proceeded to the election of a president, vice presidents,
secretary and chief financial officer. The following were duly elected to the
offices indicated after the names of each:
Jeff
Faleo
President
Sheri Haviza
Vice President
Leslie Huegerich
Second Vice President
Sandee L. Molenda
Secretary
Robert W. Molenda
Chief Financial Officer
The
officers so elected being present, each accepted his or her office, and
thereafter the
president
presided over the meeting as chairman and the secretary acted as secretary for
the meeting.
The meeting then proceeded to the election of membership representatives. The
following were duly elected to the office:
Carmen
Budrik
Jill Paulos
Rachel Obitz
Judie Wellman (International Representative)
After
some discussion, the location of the principal office of the corporation for the
transaction of the business of the corporation was fixed pursuant to the
following resolution unanimously adopted, upon motion duly made and seconded:
RESOLVED,
that the location of the principal office address for the transaction of the
business of this corporation, until changed by subsequent resolution of the
board, shall be as
follows:
P.O.
Box 2428, Santa Cruz, California 95063
To
provide for a depository for the funds of the corporation and to authorize
certain officers to deal with the corporate funds, the following resolutions
were duly adopted:
RESOLVED,
that all funds of this corporation be deposited with such commercial bank or
depository with such commercial bank or depository as the president and
secretary of this corporation shall determine; and
RESOLVED,
FURTHER, that all of the officers of this corporation shall be authorized to
endorse checks, drafts, or other evidences of indebtedness made payable to the
order of this
corporation,
but only for the purpose of deposits; and
RESOLVED,
FURTHER, that all checks, drafts, and other instruments obligating this
corporation
to pay money shall be signed on behalf of this corporation by either the
president or
the chief
financial officer.
In
order to provide for the payment of expenses of incorporation and organization
of the
corporation,
including expenses necessary for the corporation to obtain tax-exempt status, on
motion
duly made, seconded, and unanimously carried, the following resolution was
adopted:
RESOLVED,
that the officers of this corporation be, and each of them hereby is, authorized
and directed to pay the expenses of the incorporation and organization of this
corporation
including expenses necessary for purposes of the corporation's attainment of
tax-
exempt status.
The
chairman stated that there was a need to secure a federal tax identification
number
for use on
certain tax returns and statements, and that there will be other employer tax
identification and sales tax identification numbers to obtain in the future. On
motion duly made,
seconded and
unanimously carried, the following resolution was adopted:
RESOLVED,
that the officers of this corporation be, and each of them hereby is,
authorized
and directed to make such filings and applications as are necessary to secure
for the
corporation
a federal tax identification number, employer tax identification number, sales
tax
identification
numbers.
The
chairman explained further that federal and state tax exemptions are available
to certain nonprofit corporations. On motion duly made, seconded, and
unanimously carried, the following resolution was adopted:
RESOLVED,
that the president or chief financial officer consult with legal counsel to
ascertain the availability of exemptions from taxation under the federal and
state tax laws and, if such exemptions are available, the president is
authorized and directed to execute and file all necessary applications for
exemption from those taxes with the appropriate state and federal tax
authorities, and to pay necessary filing fees.
On
motion duly made, seconded, and unanimously carried, the following resolution
was adopted.
RESOLVED,
that the president or chief financial officer is authorized and directed to
execute and file with the office of the California Secretary of State, at the
times required by law, the annual statement required by the California
Corporations Code to be filed by domestic nonprofit corporations.
On
motion duly made, seconded and unanimously carried, the following resolution was
adopted:
RESOLVED,
that no later than six months after receipt of assets to be applied to the
charitable purposes for which this corporation was organized, the president or
chief financial officer is directed to register the corporation with the
Registrar of Charitable Trust, Office of the Attorney General of California; and
RESOLVED,
FURTHER, that the president or chief financial officer is directed to make
periodic filings as required by the Attorney General describing the financial
activity of the corporation and the distribution of the assets held for
charitable purposes.
The
chairman stated that it would be to the corporation's benefit to obtain a
nonprofit bulk mailing permit. On motion duly made, seconded and unanimously
carried, the following resolution was adopted:
RESOLVED,
that the officers and each of them are authorized and directed to make such
filings and applications as are necessary to secure for the corporation a
nonprofit mailing permit.
There
being no further business to come before the meeting, upon motion duly made,
seconded and unanimously carried, the meeting was adjourned.
________________________________________
Jeff Faleo, Chairman
________________________________________
Sandee L. Molenda, Secretary
Approved
by the Incorporator:
_________________________________________
Dina Hoffman
