MINUTES OF ORGANIZATIONAL MEETING

OF BOARD OF DIRECTORS OF

 

__________________Camp Perry Retired Marines, Inc.____________________

 

 

The organizational meeting of the Board of Directors of Camp Perry Retired Marines, Inc was held at the location of 89 Harrand Creek Dr., Enterprise, AL, at 7:00 P.M., Sept. 1^st, 2007.

 

The Chairperson, Jim Owens, chaired the meeting, and the Secretary, Pat Seifert, served as Secretary of the meeting.

 

The Secretary reported that notice of the meeting had been properly given or waived by each Director in accordance with the Bylaws. Upon a motion made, seconded, and approved, the Secretary was directed to attach to the minutes the appropriate notice of meeting and affidavit or the waiver of notice to these minutes.

 

The following Directors were present, constituting a quorum:

 

          Jim Owens

 

          Pat Seifert

         

          Bill Walter

         

          Rick Russell

 

          John Keirnan

 

The meeting was called to order by the Chairperson.

 

The undersigned, being all of the Directors of Camp Perry Retired Marines, Inc. an Alabama Corporation, hereby consent, pursuant to State law, to the adoption of the following resolutions:

 

RESOLVED, that the Articles of Incorporation, together with the Bylaws of this Corporation are approved.

 

 RESOLVED, that the conflict of interest policy of this Corporation are approved.

 

RESOLVED, that the following individuals are elected to the offices set forth below opposite their respective names, each to hold office until the first meeting of Directors following the next annual meeting of members of this Corporation, or until his or her successor has been duly elected and qualified:    

 

President:  Jim Owens

Vice-President:  Bill Walter

Secretary:  Pat Seifert

Treasurer:  Jim Owens

 

RESOLVED, that the form of seal impressed on the margin is approved and adopted for use as the corporate seal of this Corporation.

 

RESOLVED, that the form of certificate for the member certificate of this Corporation, a copy of which is annexed hereto, be, and it hereby is, adopted as the form of member certificate to be issued to represent shares of the common stock of this Corporation.

 

RESOLVED, that the Treasurer, Jim Owens, be authorized and directed to open a bank account for the Corporation with Army Aviation Center Federal Credit Union, in the City of Enterprise, AL, which hereby is authorized to honor the deposits of the Corporation, and checks drawn against such deposits signed by Jim Owens, as long as there funds in the account.

 

RESOLVED that the officers are hereby authorized to pay or reimburse the payment of all fees and expenses incident to and necessary for the organization of this Corporation.

 

 

RESOLVED, that the Officers of this Corporation are hereby authorized to engage the accounting firm Brunson, Wilkerson, Bowden & Associates, P.C., Certified Public Accountants to serve as the accountant for this Corporation. The terms of the engagement are set forth in the Letter of Agreement that was submitted by the above-mentioned accounting firm. A copy of the Letter of Agreement is attached to the minutes of this meeting.

 

The Officers are directed to perform all necessary acts to carry out this resolution.

 

RESOLVED, that the first fiscal year of the Corporation shall commence on 1 Oct. and end on 30 Sept.

 

A general discussion was held concerning the acceptance of the letter from Jim Owens, President “Possible Conflict of Interest, Duty to Disclose.”  Copy of the letter is attached.  In accordance with the conflict of interest policy, after Jim Owens left the room, a general discussion was held by the remaining directors: Pat Seifert, Bill Walter, Rick Russell and John Keirnan.  In accordance with the conflict of interest policy alternatives to the proposed transaction or arrangement were discussed.  It was determined that some of the goods and services could be obtained from companies Mr. Owens sells to, but not at below “Fair Market Value.”   Other goods and services are not available from any other source.  A more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the directors have determined by a unanimous vote of the disinterested directors that the transaction or arrangement is in the Organization’s best interest, for its own benefit, and it is fair and reasonable. In conformity with the above determination it was decided to enter into the transaction and arrangement with JAFEICA Publishing, Inc. and that there is no Conflict of Interest.

 

 

A general discussion was then held concerning the immediate commencement of business operations as a Corporation and it was determined that business operations of the Corporation would commence as of 1 September 2007. It was agreed that no fixed date would be set for holding meetings of the Board of Directors except the regular meetings to be held immediately after the annual meetings of members as provided in the Bylaws of the Corporation, but that meetings of the Directors would be periodically called by the President and Secretary or others as provided by the Bylaws. Upon motion duly made, seconded and unanimously carried, it was:

 

RESOLVED, that the officers of the Corporation are hereby authorized to do any and all things necessary to conduct the business of the Corporation as set forth in the Articles of Incorporation and Bylaws of the Corporation.

 

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the same was adjourned.

The undersigned, Pat Seifert, certifies that she is the duly elected Secretary of this Corporation, and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the Board of Directors, which was held in accordance with State law and the Bylaws of the Corporation.

 

Dated: 1 September 2007

 

___________________________________, Secretary, Patricia Seifert

 

___________________________________, President:  James R. Owens

___________________________________, Vice-President:  William Walter

___________________________________, Director, Ricardo Russell

 

___________________________________, Director, John Keirnan