American International
Polo Foundation (AIPF)

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Minutes

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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