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MINUTES OF THE
ORGANIZATIONAL MEETING
OF THE BOARD OF DIRECTORS OF
AMERICAN INTERNATIONAL
POLO FOUNDATION
The organizational meeting
of the American International Polo Foundation, an Illinois not-for-profit
corporation (the "Foundation"), was held by conference
call on September 5, 2000 at 12:15 P.M. PDT.
The following directors were
present, constituting a majority of the directors of the Foundation
and a quorum, and by their attendance waived notice of the meeting:
Patrick Nesbitt, David Cummings, and Stephen Orthwein along with
Sandra Herron.
Patrick Nesbitt chaired the
meeting, and Sandra Herron acted as secretary.
Upon motion duly made and seconded,
the directors unanimously approved the following resolutions
by separate vote on each resolution:
RESOLVED, that the By-Laws
in the form attached hereto be, and hereby are, adopted as the
By-Laws of the Foundation.
RESOLVED, that Patrick M. Nesbitt
be, and hereby is, elected as the Chairman of the Board of the
Foundation as provided in Section 5.7 of the By-Laws of the Foundation.
RESOLVED, that each of the
following individuals be, and hereby is, elected to the office
set forth opposite his or her name, to serve in such capacity
in accordance with the By-Laws of the Foundation:
Patrick M. Nesbitt - President
David Cummings - Vice President
Sandra Herron - Secretary
Stephen Orthwein - Treasurer
RESOLVED, that the President
and Treasurer of the Foundation be, and hereby are, authorized
to pay all charges and expenses incident to or arising out of
the organization of the Foundation and to reimburse any person
who has made any disbursements thereof.
RESOLVED, that the proper officers
of the Foundation be, and hereby are, authorized and directed
to execute and file or cause to be filed with the Internal Revenue
Service a request for a determination letter that the Foundation
is exempt from tax under Section 501 (c)(3) of the Internal Revenue
Code of 1986, as amended, together with such information as may
be required in order to obtain such determination letter.
RESOLVED, that the proper officers
of the Foundation be, and hereby are, authorized and directed
to execute and deliver all instruments and to do all such acts,
for and in the name and on behalf of the Foundation as may be
necessary or convenient in order to establish the Foundation
us a charitable organization in Illinois and California and carry
out the purposes of the foregoing resolutions,
RESOLVED, that any check in
the, amount of $2500 and over will require two out of three signutures,
consisting of the President, Vice president, or Treasurer.
There being no further business
to come before the meeting, up. on motion duly made and seconded
directors unanimously voted to adjourn the meeting.
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