ASHLEY CAPITAL MANAGEMENT, INCORPORATED
FIRST WRITTEN ACTION OF THE BOARD OF DIRECTORS
On the 24th day of October, 1996, Shira Del Pacult, the sole Director
of ASHLEY CAPITAL MANAGEMENT, INCORPORATED (the "Corporation") took the
following actions:
SALE OF STOCK
The Corporation has received a subscription in the amount of $1,000
in full payment for 1,000 shares of no par common stock of the Corporation
and that 1,000 shares of the Corporation's common stock, no par value, should
be issued. The following resolution was adopted:
RESOLVED: That the proper Officers of the Corporation are hereby
authorized and directed to duly execute and deliver unto Shira Del Pacult a
certificate in the form adopted by the Corporation to evidence the issuance
of 1,000 shares of fully paid and non-assessable, no par, common stock of
this Corporation.
ELECTION OF OFFICERS
The following person was nominated and elected as the Officer of the
Corporation to hold the offices designated and to serve until her successor
is chosen and qualified:
President, Chief Executive Officer , Vice President, Regulation
and Finance, Treasurer and Secretary
Shira Del Pacult
INCORPORATION EXPENSES
The following resolution was adopted:
RESOLVED: That the Treasurer be, and he hereby is authorized to pay
all fees and expenses incident to and necessary for the organization of the
Corporation.
SEAL AND RECORD BOOKS
The following resolutions were adopted:
RESOLVED: That the seal, an impression of which is affixed to the
by-laws shall be acquired by the Secretary and such duplicate seals as deemed
appropriate may be maintained by the officers of the Corporation; and
RESOLVED, FURTHER: The Secretary shall establish such minute books
and to otherwise maintain the records of the Corporation.
AUTHORITY TO DO BUSINESS
The following resolution was adopted:
RESOLVED: That for the purpose of authorizing the Corporation to do
business in any Commonwealth, State, territory or dependency of the United
States or any foreign province, state or country, in which it is necessary or
expedient for the Corporation to transact business, the proper officers of
this Corporation are hereby authorized to appoint and substitute all
necessary agents or attorneys for service of process, to designate and change
the location of all necessary certificates, reports, powers of attorney, and
other instruments as may be required by the laws of such commonwealth, state,
territory, dependence, province or country; and whenever it is expedient or
necessary for this Corporation to cease doing business within such
commonwealth, state, territory, dependence, province, or country such
Officers are authorized to do such acts as are necessary to withdraw
therefrom, including, but not limited to, the revocation of any appointment
of agent or attorney for service of process, and filing of certificates,
reports revocation of appointment, or surrender of authority.
BANK ACCOUNTS AND FINANCIAL RECORDS
The following resolutions were adopted:
RESOLVED: That the President together with the Treasurer of this
Corporation, be, and they hereby are, authorized in the name of this
Corporation and on behalf of this Corporation, to (i) open and maintain bank
accounts in such banking institutions as they, shall, from time to time, deem
necessary or appropriate; and (ii) give instructions as to whom the transfer
or withdrawal of funds from any such account shall be made; and (iii) close
any such account of such time as they may determine; and
RESOLVED, FURTHER: That this Corporation does hereby assume full
responsibility for all payments made by any banking institution in good faith
and in reliance upon the facsimile signature of any Officer or employee of
this Corporation authorized by virtue of the foregoing resolution to sign
checks drawn against any bank account of this Corporation; and
RESOLVED, FURTHER: The Treasurer is hereby authorized and directed
to establish and maintain the financial records, engage accountants and
auditors, and file the Federal and state tax returns of the Corporation.
GOVERNMENT PERMITS AND/OR CONSENTS
The following resolution was adopted:
RESOLVED: That the President, the Executive Vice President, or any
Vice President of the Corporation be and each of them hereby is, authorized
to execute and deliver, from time to time, in the name and on behalf of the
Corporation any and all applications, indemnities, guaranties, surety bonds,
and financial statements any such officer deems necessary or desirable to
obtain certificates, licenses, permits or other forms of consent from any
government agency to maintain and operate the Corporation in the normal
course of the Corporation's business activity.
AUTHORITY TO ACT AS GENERAL PARTNER
The following resolutions were adopted:
RESOLVED: That the Corporation be, and hereby is, authorized to
enter into the investment business as a General Partner for Limited
Partnerships and to hire agents, legal counsel and accountants to further
their entry into the investment business; and
RESOLVED, FURTHER: That the Corporation be, and hereby is,
authorized to act as General Partner for the formation of Limited
Partnerships and cause Private Placement Memorandums, Registration Statements
and all other forms of qualification documents necessary to sell interests in
such Limited Partnerships to be filed with the Federal and state authorities
and all other notices and filings and other legal documents to be prepared
and filed accordingly to law to permit the Limited Partnerships to sell
interests and engage in business as contemplated in the respective Limited
Partnership agreements; and
RESOLVED, FURTHER: That all efforts made by the promoters of the
Corporation prior to the incorporation of the Corporation, specifically the
retention of legal counsel and other steps in preparation to form the
Corporation and all other activities to further the business of the
Corporation are hereby ratified and confirmed.
AUTHORITY TO CONDUCT COMMODITY BUSINESS
The following resolutions were adopted:
RESOLVED: Shira Del Pacult, President of the Corporation, shall have
sole authority over the commodity department of the Corporation. Ms. Pacult
will be solely responsible for the management and supervision of the
associated persons, the approval of customers accounts for suitability, and
the implementation of the business plan of the commodity department; and
RESOLVED, FURTHER: The Corporation will report to the CFTC or the
National Futures Association ("NFA"), as required by law, within 20 days, any
change in the management of the commodity department which relates to the
delegation of authority to Ms. Pacult; and
RESOLVED, FURTHER: Ms. Pacult is authorized to file such forms with
the CFTC and the NFA to permit the Corporation to become registered as a
commodity pool operator and to become a member of the NFA and which are
necessary or desirable to permit the Corporation to be engaged in the
business of management of the commodity business as the General Partner of a
commodity pool to be called Atlas Futures Fund, Limited Partnership.
COMMODITY COMPLIANCE
The following resolutions were adopted:
RESOLVED: The Corporation hereby adopts the compliance procedure
documents presented to the Corporation by the Chairman today. The compliance
department of the Corporation shall become familiar with the procedures
described and is authorized to employ such consultants as the President deems
necessary or desirable to assist in the implementation of full and complete
compliance with all actions described; and
RESOLVED, FURTHER: The President is authorized to cause amendments,
from time to time, to the Commodity Compliance Procedures Manual of the
Corporation to reflect changes required or deemed desirable to keep the
Corporation in complete compliance with all applicable laws, regulations, and
rules related to the CFTC regulated business; and
RESOLVED, FURTHER: The officers of the Corporation are hereby
authorized to take all actions required to maintain NFA membership
including, but not limited to, compliance with all rules of the NFA which
will govern the activities of the Corporation as a commodity pool operator.
COMMODITY CLEARING AGREEMENT
The Chairman reported that it was necessary and desirable to enter into a
clearing agreement with Vision, Ltd. to serve as the Futures Commission
Merchant for the Limited Partnership to be formed by the Corporation as
General Partner to be known as the Atlas Futures Fund. The following
resolutions were adopted:
RESOLVED: That the officers of the Corporation are authorized and
directed to enter into a clearing agreement with Vision, Ltd. on behalf of
the limited partnership to be formed under the name Atlas Futures Fund,
Limited Partnership, upon such business terms as evidenced by the officers
signature on such clearing agreement; and
RESOLVED, FURTHER: Ms. Pacult is authorized and directed to deliver
such financial information and take such other steps as she deems necessary
or desirable to permit the Corporation to function as a General Partner of
Atlas Futures Fund, Limited Partnership, and to maintain trading accounts
through Vision, Ltd. as contemplated by the foregoing resolution.
APPOINTMENT OF LAW FIRM
The following resolution was adopted:
RESOLVED: That the Corporation employ The Scott Law Firm, P.A. to
serve as general counsel to the firm pursuant to the terms of the contract
reviewed by the Board today.
APPOINTMENT OF AGENTS
The following resolution was adopted:
RESOLVED: That the Corporation employ Joel M. Friedman, Two
Prudential Plaza, 180 North Stetson Avenue, Suite 850, Chicago, IL 60601-
6712, to serve as tax counsel to the Corporation for the year ended 1996 in
accordance with their engagement letter reviewed by the Board today.
ELECTION AS S CORPORATION
The following resolution was adopted:
RESOLVED: That this Corporation elect to be treated as a "Small
Business Corporation" under Sections 1244 and 1372(a) of the Internal Revenue
Code and the Officers be, and they hereby are, authorized and directed to
execute such election on Form 2553 and deliver the same to the Internal
Revenue Service..
LOAN FROM SHAREHOLDER
The following resolution was adopted:
RESOLVED: That the Corporation borrow up to $500,000 from the
shareholder to be repaid, on demand, with interest at twelve percent per
year.
There being no further business to be considered, the sole Director
of Ashley Capital Management, Inc. executed this Written Action on the date
first above written.
s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director