INITIAL ACTION OF BOARD OF DIRECTORS OF SUPPORT THE HELMET BY WRITTEN CONSENT
1.1 Approval. The acts of the Corporation’s Incorporator in the Corporation’s formation are at this moment approved.
1.2 Bylaws. A form of bylaws for the internal regulation and management of the corporation is adopted and shall be included in the corporation’s Minute Book.
1.3 Organization Expenses. The President or the Secretary of the Corporation are hereby authorized to pay, as expenses of the Corporation, all charges and expenses incident to or arising out of its organization and to reimburse any person who has made any disbursement therefor.
1.4 Officers. The following officers shall be, and they hereby are, elected to serve for the ensuing year or until their successors are elected and qualified, each to serve at the pleasure of the Board of Directors of the Corporation:
Manuel Fonseca President/CEO
Jean Fonseca Secretary/Treasurer
1.5 Depository. The President and Secretary of the Corporation are hereby authorized to open an account in the name of the Corporation at any federally insured depository institution they shall select. The officers of the Corporation are hereby authorized to execute the standard form resolution of such bank when such account is opened, and the resolution is incorporated herein by reference and shall be placed in the minute book following this instrument.
1.6 Fiscal Year. The Corporation’s annual accounting period shall commence the first day of January and shall end on the thirty-first day of December of each year.
1.7 Conflict of Interest Policy. The proposed Conflict of Interest Policy attached as Exhibit A to this consent and that imposes approval requirements for any potential transactions by the Corporation in which a director or officer of the Corporation has a direct or indirect financial interest is adopted and shall be placed in the Minute Book of the Corporation.
1.8 Further Actions. The President and the Secretary of the Corporation, or either of them, are authorized and directed to take further actions and execute such documents as he or she believes to be necessary or desirable to implement the above resolutions fully.
IN WITNESS WHEREOF, the undersigned directors of the Corporation execute this Written Consent on the date appearing on the first page, and the Secretary of the Corporation shall place it in the Corporation’s Minute Book. All of the undersigned vote in favor of and approve the above resolutions as of the ___ day of __________, 2024.