ORGANIZATIONAL MEETING

OF EXETOR COMPANY¹

            The organizational meeting of Exetor Company¹ was called to order on the 5th day of April 2006² at 123 Main Street, Chicago, Illinois³.  Present for the meeting were Elmer Dolby⁴, Richard Snull⁴, and David Hokey⁴, all of whom waived formal notice of the meeting.  Also present for the meeting was Attorney Diane J. Alexander⁵.  The first order of business was the discussion by the parties relative to the various documents prepared by counsel.

ARTICLES OF INCORPORATION:

            The Articles of Incorporation for the new company were reviewed and discussed.  The Articles were accepted by the Secretary of State as filed.

BYLAWS:

            The Bylaws drafted on behalf of the corporation, reflecting 4⁶ officers with various duties each, were reviewed by the parties.  The Bylaws were approved as read pursuant to the following resolution:

RESOLVED:  That the Bylaws drafted for the officers of Exetor Company⁷ are hereby adopted as presented.

            The foregoing resolution passed unanimously, whereupon the next order of business was a discussion regarding a previous meeting held on the 5th day of April 2006⁸, and a review of said meeting minutes from said meeting.

MEETING MINUTES:

            The minutes of the meeting held on the 5th day of April 2006⁹ were reviewed by the parties present and unanimously approved as official acts of the corporation.

TREASURER'S REPORT:¹⁰

            To date, no treasury had been established; therefore, it was unnecessary for a Treasurer's report to be made.  

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BANK ACCOUNT:

            It was reported by Elmer Dolby¹¹ that a bank account would be opened at Last National Bank¹², and the appropriate corporate resolution had been presented for review and adoption by the incorporators.

CAPITALIZATION:

            It was decided that the corporation would be capitalized for the sum of Twenty Thousand Dollars ($20,000)¹³ or an investment of $Ten Thousand ($10,000)¹⁴ from Elmer Dolby¹⁵,  $Five Thousand Dollars ($5,000)¹⁶ from Richard Snull¹⁷ and Five Thousand Dollars ($5,000)¹⁸ from David Hokey¹⁹.  With 1,000,000²⁰ aggregate shares of the corporation, it was determined that 200,000²¹ would be initially issued in the amount of no par ($no par)²² per share.  Therefore, a commitment for 100,000²³ shares by Elmer Dolby²⁴, a commitment for 50,000²⁵ shares by Richard Snull²⁶ and a commitment for 50,000²⁷ shares by David Hokey²⁸ had been made to the corporation.  Since cash would be contributed, full compliance was expected with Section 351 of the Internal Revenue Code and, accordingly, the following resolution was adopted:

RESOLVED:  That the Board of Directors is authorized to issue a single class of stock in Exetor Company²⁹ to each shareholder in the amount of no par ($no par)³⁰ per share in such amounts in proportion as will be agreed by the Board of Directors and the individual shareholders and, in this case, to be up to 200,000³¹ shares which the Board of Directors will accept in full or in part payment thereof, good and sufficient consideration necessary for the business of the corporation all in compliance to Section 351 of the Internal Revenue Code.

            The foregoing resolution was passed unanimously, whereupon each of the parties present, namely Elmer Dolby³², Richard Snull³³ and David Hokey³⁴ agree to purchase the shares authorized in the following portions:

            100,000 ³⁵ by Elmer Dolby

  50,000 ³⁶ by Richard Snull

              50,000³⁷  by David Hokey

            A single certificate of stock will be issued in the name of each shareholder. It was also determined that in consideration of the stock, would be payment in compliance to Section 351 of the Internal Revenue Code.

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Copyright ©1994 - 2009 by LAWCHEK, LTD.

SMALL BUSINESS CORPORATION:

            It was also determined that Exetor Company³⁸ would qualify as a small business corporation. It was the intention to keep the corporation in the range of qualification for the benefits allowed by the Internal Revenue Code, and including the possible election of Subchapter S status.  In regard to that intention of keeping the corporation a small business entity and in conjunction with the foregoing, the following resolution passed unanimously.

RESOLVED:  That Exetor Company³⁸, being a duly organized corporation under the laws of the State of Illinois³⁹ would be authorized to function as a small business corporation. The initial issue of 200,000³⁹ shares of stock would apply pursuant to the following:

a)  Of the initial 200,000³⁹ shares, each share shall be issued at the rate of no par ($no par)⁴⁰ per share;

b)  That the initial issue, of no more than  200,000⁴¹  shares shall be made for the aggregate capitalization or investment of Twenty Thousand Dollars ($20,000)⁴²;

c)  The initial issue shall be available to all shareholders or prospective shareholders for the purchase of stock in conjunction with the foregoing up to and including the 5th day of April 2006⁴³.

d)  Only one class of stock shall be issued.

e)  The shareholders shall be individual, estates or certain trusts as permitted by law.

After the foregoing resolution passed unanimously, the form of stock certificate was reviewed by the parties.

STOCK CERTIFICATE:

            A review of the proposed stock certificate was made by all parties which unanimously agreed that the stock certificate presented would be the one used by the corporation. The stock certificates shall be in conformity with Illinois law⁴⁴.

SUBCHAPTER S STATUS:⁴⁵

            The parties reviewed the 941 form for the purpose of Subchapter S election.  It was determined that the parties would elect Subchapter S status and intended to sign the election as soon as the articles were received from the Secretary of State.

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Copyright ©1994 - 2009 by LAWCHEK, LTD.

RATIFICATION OF ACTS:

            It was discussed that all action taken on behalf of Exetor Company⁴⁶ be reviewed and approved at each meeting by the Board of Directors or, in this case, the shareholders. Such actions undertaken to date by the corporation were so reviewed, and it was determined that all were properly within the scope and best interest of the corporation and should be ratified accordingly.  Therefore, the following resolution was adopted.

RESOLVED:  That all actions heretofore taken on behalf of the corporation by the officers, Elmer Dolby⁴⁷, Richard Dolby⁴⁸, and David Hokey⁴⁹ are hereby ratified as the official acts of the corporation.

ELECTION OF BOARD OF DIRECTORS:

            At this point, it was determined that an election of Board of Directors would be held. Elmer Dolby⁵⁰ proposed that the incorporators, namely, Elmer Dolby⁵¹, Richard Snull⁵² and David Hokey⁵³, all be elected as the initial Board of Directors.  There being no further nominations made, the Board of Directors was unanimously elected as Elmer Dolby⁵¹, Richard Snull⁵² and David Hokey⁵³.

ELECTION OF OFFICERS:

            After the election of the Board of Directors, a slate of individuals for the officers of the corporation pursuant to the corporate Bylaws was presented.  In this regard, the following individuals were elected officers:

Executor President⁵⁴          Vice President⁵⁵          Company Secretary⁵⁶

PRESIDENT                                VICE PRESIDENT                 SECRETARY/TREASURER

            Dated at 123 Main Street, Chicago, Illinois⁵⁷ on this 5th day of April 2006⁵⁸.

Company Secretary⁵⁶

ACTING SECRETARY         

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Copyright ©1994 - 2009 by LAWCHEK, LTD.