2007-07-247 Minutes of ActionMINUTES OF ACTION
in lieu of
FIRST MEETING OF BOARD OF DIRECTORS
of
ALBERTVILLE MARKETPLACE ASSOCIATION, INC.
The undersigned members of the Board of Directors of ALBERTVILLE
MARKETPLACE ASSOCIATION, INC., a Minnesota nonprofit corporation, acting as the
Board of Directors pursuant to the provisions of the Minnesota Nonprofit Corporation Act,
Section 317A.239, do hereby adopt the following resolutions as of the ~ ~ day of
2007:
Resolution Adopting Bylaws
WHEREAS, the Minnesota Nonprofit Corporation Act authorizes the Board of
Directors to prepare and adopt Bylaws; and
WHEREAS, counsel for the Corporation has presented Bylaws to govern the affairs
of the Corporation to the directors and it is in the best interest of the Corporation to
adopt those Bylaws;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that the Bylaws presented to the directors are adopted as the Bylaws of
the Corporation, and the President is directed to certify the Bylaws and cause them to
be inserted in the corporate minute book.
Resolution Electing Officers
WHEREAS, the Bylaws of the Corporation provide for the election of officers of the
Corporation;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that the following individuals are elected to the offices set forth after
their names and shall serve in such capacities until their successors are duly elected
and qualified:
NAME
Philip A. Morris
Marv Jo .Morris
George Daniels
OFFICE
President
Vice President
Secretary/Treasurer
Resolution Authorizing_Designation of Depository
WHEREAS, the nature of the affairs of the Corporation necessitates the establishment
and designation of a bank depository;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that the officers of the Corporation are hereby authorized and directed
to designate a banking facility for the Corporation; and
FURTHER RESOLVED, that the officers of the Corporation are further authorized
and directed to complete the certificate encompassing the resolution provided by the
facility and the Board of Directors hereby adopts such resolution in the form
completed by the officers; and
FURTHER RESOLVED, that the officers of the Corporation are further authorized
and directed to complete and execute such other documents as the banking facility
may require to implement this resolution.
Resolution Authorizing Payment of Incorporation
Expenses and Ratification of Incorporator's Acts
WHEREAS, the incorporator has undertaken acts and incurred liabilities and
expenses on behalf of the Corporation;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that the President is authorized and directed to pay the incorporation
expenses and reimburse the incorporator for any expenses incurred on behalf of the
Corporation; and
FURTHER RESOLVED, that the acts of the incorporator prior to this date are ratified
as and for the acts of the Corporation.
Done as of the day and year first above written:,, '~ , ~~, ~,. ,, `,
~\ r'~.:
P llap A, Morris _
/ i ~z,i.~,j `~~~; jL' /ate s:,..~,
Mary Jc
George Daniels
1 122307, I
MINUTES OF ACTION
OF ORGANIZATIONAL MEETING OF
INCORPORATOR
OF
ALBERTVILLE MARKETPLACE ASSOCIATION, INC.
The undersigned, being the sole Incorporator of ALBERTVILLE MARKETPLACE
ASSOCIATION, INC., a Minnesota nonprofit corporation, acting as the Incorporator pursuant to
the provisions Sections 317A.133 and 317A171 of the Minnesota Statutes, does hereby adopt the
following resolutions and resign as Incorporator as of the ~ay of ,s. , 2007:
Election of Directors
WHEREAS, the Minnesota Nonprofit Corporation Act authorizes the Incorporator to
elect the first Board of Directors of the Corporation;
NOW, THEREFORE, IT IS HEREBY
RESOLVED, that the number of directors constituting the initial Board of Directors be
fixed at three (3); and
FURTHER RESOLVED, that Phillip A. Morris, Mary Jo Morris and George Daniels are
elected as directors of the Corporation, to serve until their successors are duly elected and
qualified.
Done as of the day and year first above written.
oe
~7 ~-
1122309.1