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Written by TLDA
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Wednesday, 21 March 2001 22:00 |
(ORIGINAL ON FILE) MINUTES OF FIRST MEETING OF THE BOARD OF DIRECTORS TOP LEVEL DOMAIN ASSOCIATION INC. A DELAWARE CORPORATION The first meeting of the Board of Directors was held at 2034 Dornoch Drive, Uniontown, Ohio, USA on the 22nd day of March, 2001 at 11:45 o'clock A.M. Present were: Miles Eugene (Gene) Marsh constituting a quorum of the Board. Miles Eugene (Gene) Marsh acted as Chairman and Miles Eugene (Gene) Marsh was appointed temporary Secretary of the meeting. The Secretary presented and read a waiver of notice of the meeting which was signed by all the directors. The following persons were nominated to the offices set opposite their respective names, to serve for a maximum of 75 days and until they or their successors are chosen and qualify according to election criteria then in place within the Bylaws: Miles Eugene (Gene) Marsh - President, Chairman of the Board of Directors Ray Fassett - Treasurer John Palmer - Secretary Richard Sexton - Vice President Leah Gallegos - Director Bradley Thornton - Director Patrick Corliss - Director All the directors present having voted, the Chairman announced that the aforesaid had been unanimously chosen as said officers and directors, respectively. Upon motion, duly made, seconded and carried, it was RESOLVED, That the by-laws of this corporation shall be in the form submitted at this meeting as attached. Upon motion, duly made, seconded and carried, it was RESOLVED, that the officers of this corporation be authorized and directed to open a bank account in the name of the corporation, in accordance with a form of bank resolution attached to the minutes of this meeting. Upon motion, duly made, seconded and carried, the following resolutions were unanimously adopted: RESOLVED that in compliance with the laws of the State of Delaware, this corporation shall have and continuously maintain a registered office within the state of Delaware and do reaffirm the appointment of Global Corporate Services, Inc., located at 709 Woodside Avenue, Wilmington, Delaware 19809, USA, as agent upon which service of process against this corporation may be served. Upon motion, duly made, seconded and carried, it was RESOLVED, That the proper officers of the corporation be and they hereby are authorized and directed on behalf of the corporation to make and file such certificate, report or other instrument as may be required by law to be filed in any state, territory, or dependency of the United States, or in any foreign country, in which said officers shall find it necessary or expedient to file the same to authorize the corporation to transact business in such state, territory, dependency or foreign country. Upon motion, duly made, seconded and carried, it was RESOLVED, That the Treasurer be and hereby is authorized to pay all fees and expenses incident to and necessary for the organization of the corporation. There being no further business the meeting upon motion was adjourned. Respectfully submitted: _______________________________ Secretary DATE:______________________
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