Minutes of 9.11.2002 Meeting

Waiver of Notice and Consent To Holding of First Meeting of Board of Directors of
ROLL CALL, Friends of Camp Hearne

We, the undersigned, being all the directors of ROLL CALL, Friends of Camp Hearne, hereby waive notice of the first meeting of the Board of Directors of the corporation and consent to the holding of said meeting at P&M Bank, on September 11, 2002, at 1:30 PM., and consent to the transaction of any and all business by the directors at the meeting, including, without limitation, the adoption of Bylaws, the election of officers and the selection of the place where the corporation's bank accounts will be maintained.

Dated: September 11, 2002

Minutes of First Meeting of Board of Directors of
ROLL CALL, Friends of Camp Hearne 

The Board of Directors of ROLL CALL, Friends of Camp Hearne held its first meeting on September 11, 2002, at P&M Bank. 

The following directors, constituting a quorum of the full board, were present at the meeting: 

Charles Bowman, Director
Joseph Garcia, Director
Mary Cathryn (Cathy) Lazarus, Director 

On motion and by unanimous vote, Cathy Lazarus was elected temporary Chairperson and Secretary and then resided over the meeting.  

The Chairperson announced that the meeting was held pursuant to written waiver of notice signed by each of the directors. Upon a motion duly made, seconded and unanimously carried, the waiver was made a part of the records of the meeting. It now precedes the minutes of this meeting in the corporate records book.  

Articles Of Incorporation 

The Chairperson announced that the Articles of Incorporation or similar organizing instrument of this corporation was filed with the Office of the Secretary of State for the State of Texas on August 26, 2002. 

RESOLVED, that the Secretary of this corporation is directed to see that a copy of the Articles of Incorporation or similar organizing instrument of this corporation, file-stamped or certified by the Secretary of State or other appropriate state office or official, is kept at the corporation's principal office. 

Bylaws 

There was then presented to the meeting for adoption a proposed set of Bylaws of the corporation. The Bylaws were considered and discussed and, on motion duly made and seconded, it was unanimously. 

RESOLVED, that the Bylaws presented to this meeting be and hereby are adopted as the Bylaws of the corporation; 

RESOLVED FURTHER, that the Secretary of this corporation is directed to see that a copy of the Bylaws is kept at the corporation's principal office.  

Corporate Tax Exemptions 

The Chairperson announced that, upon application to be submitted to the Internal Revenue Service, the corporation is expected to be determined to be exempt from payment of federal corporate income taxes under Section 501(c)(3) of the Internal Revenue Code. 

The Chairperson announced that the corporation is expected to be exempt from applicable state corporate income, franchise or similar taxes.  

Election of Officers 

The Chairperson then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the offices shown after their names:  

Mary C. Lazarus, President/Secretary
Joseph Garcia, Vice President
Charles Bowman, Treasurer 

Each officer who was present accepted his or her office. Thereafter, the President presided at the meeting as Chairperson of the meeting, and the Secretary of the corporation acted as secretary of the meeting. 

Principal Office 

After discussion as to the exact location of the corporation's principal office for the transaction of business in the county named in the Bylaws, upon motion duly made and seconded, it was 

RESOLVED, that the principal office of this corporation shall be located at PO Box 346, Hearne, Texas, 77859.  Physical shipping address to be c/o Wilson Drug Company, 118 West 4th Street, Hearne, TX 77859 

Bank Account 

Upon motion duly made and seconded, it was 

RESOLVED, that the funds of this corporation shall be deposited with Planters and Merchants State Bank, 122 West 4th Street, Hearne, TX 77859. 

RESOLVED FURTHER, that the Treasurer of this corporation be and hereby is authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein. 

RESOLVED FURTHER, that any officer, employee or agent of this corporation be and is authorized to endorse checks, drafts or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit. 

RESOLVED FURTHER, that all checks, drafts and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation by any two of the following persons:

Charles Bowman
Joseph Garcia
Mary Cathryn (Cathy) Lazarus 

RESOLVED FURTHER, that said bank be and hereby is authorized to honor and pay all checks and drafts of this corporation signed as provided herein. 

RESOLVED FURTHER that the authority hereby conferred shall remain in force until revoked by the Board of Directors of this corporation and until written notice of such revocation shall have been received by said bank. 

RESOLVED FURTHER, that the Secretary of this corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of this corporation and the adoption of said bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions. 

Reimbursement / Approval of Expenses 

After presentation of appropriate receipts for expenditures related to Roll Call operational needs, upon motion duly made and seconded, it was 

RESOLVED, that the Treasurer of this corporation be and hereby is authorized and directed to reimburse expenses as presented to the following persons: 

1.      Jennifer Davis, City of Hearne Economic Development Director, $36.00 for rental of post office box (8.26.02);

2.      Cathy Lazarus, Director, $50.00 for incorporation filing fees (8.28.02). 

RESOLVED FURTHER, that the Treasurer of this corporation be and hereby is authorized to make payment to the IRS, PO Box 192 Covington, KY 41012-0192 in the amount of $500.00 to pay for the fee associated with the 501(c)3 tax exemption application in anticipation of donations in excess of $10,000 per year.

Nominations to Board of Directors 

The Chairperson then announced that the next item of business was the nomination and approval of additional Board member. Upon motion, the following person was unanimously approved to be the fourth member of the Board of Directors: 

Dr. Michael Waters. TAMU 

Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned. 

Dated:  September 11, 2002