WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
ANIMAL PASSPORTS, INC.,
A NEVADA CORPORATION
ACTING IN LIEU OF FIRST ORGANIZATIONAL MEETING
DECEMBER __, 1998
The undersigned, being all of the Directors of the above named corporation,
do hereby unanimously adopt the following resolutions and consent to their
adoption as actions of the Board of Directors of said corporation pursuant to
Section 78.315 of the Nevada Revised Statutes ("Nevada General Corporate Law"):
ADOPTION OF BYLAWS
WHEREAS, it is necessary to adopt a form of Bylaws for the regulation
of the affairs of this corporation; and
WHEREAS, it is deemed to be in the best interests of this corporation
to adopt the form of Bylaws attached hereto;
NOW, THEREFORE, BE IT RESOLVED, that the form of Bylaws attached
hereto is adopted as the Bylaws of this corporation;
RESOLVED, FURTHER, that the Secretary of the corporation is directed
to certify one copy of the Bylaws and keep that copy at the corporation's
principal executive office, where it shall be open to inspection by the
shareholders at all reasonable times during office hours, and to certify another
copy of the Bylaws and insert that copy in the minute book of the corporation.
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ADOPTION OF CORPORATE SEAL
WHEREAS, it is deemed advisable for the corporation to adopt a form of
corporate seal;
NOW, THEREFORE, BE IT RESOLVED, that a corporate seal is adopted as
the seal of the corporation in the form of two concentric circles, with the name
of the corporation between the two circles and the date and state of
incorporation within the inner circle; and
RESOLVED FURTHER, that the Secretary is directed to affix an
impression of the corporate seal to this written consent in the margin opposite
this resolution.
(SEAL)
ADOPTION OF SHARE CERTIFICATE
WHEREAS, it is deemed to be in the best interests of the corporation
to adopt and approve for use by the corporation a form of share certificate;
NOW, THEREFORE, BE IT RESOLVED, that the form of share certificate
presented to this Board is hereby adopted and approved for use by this
corporation and the Secretary is hereby directed to insert a copy of such form
of share certificate in the corporation's minute book immediately following the
minutes of this meeting;
RESOLVED FURTHER, that the share certificates shall be consecutively
numbered beginning with number one; shall be issued only when the signature of
the president or vice president and secretary, assistant secretary or chief
financial officer and corporate seal are affixed to the certificates; and shall
also bear any other legends regarding ownership, issuance, and transferability
of the shares required by the Nevada General Corporation Law or the California
Corporations Code.
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DESIGNATION OF PRINCIPAL EXECUTIVE OFFICE
WHEREAS, it is necessary to designate the location of the principal
executive office of the corporation;
NOW, THEREFORE, BE IT RESOLVED, that c/o AVID Identification Systems,
Inc., 3179 Hamner Avenue, Norco, California 91760 be and hereby is
designated as the principal executive office for the transaction of
business of this corporation.
ELECTION OF OFFICERS
WHEREAS, it is necessary to the business of the corporation to elect
officers to take office immediately to manage the day-to-day business
operations;
NOW, THEREFORE, BE IT RESOLVED, that the following individual is
hereby elected to serve in the offices indicated next to his name in accordance
with the Bylaws of the corporation and all applicable laws:
Name Title
Hannis L. Stoddard III President
(Chief Executive Officer)
Peter Troesch Secretary
Peter Troesch Treasurer
(Chief Financial Officer)
DEPOSITORIES OF FUNDS
WHEREAS, it is necessary to provide for the depositories of funds of
the corporation and to authorize certain officers to deal therewith;
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NOW, THEREFORE, BE IT RESOLVED, that the President and the Secretary
of this corporation, acting together, are hereby authorized:
(a) to designate one or more banks, trust companies, or other
similar institutions as depositories of the funds, including, without
limitation, cash and cash equivalents, of this corporation;
(b) to open, keep, and close general and special bank accounts,
including general deposit accounts, payroll accounts, and working fund
accounts, with any such depository;
(c) to cause to be deposited in such accounts with any such
depository, from time to time, such funds, including, without limitation,
cash and cash equivalents, of this corporation as such officers deem
necessary or advisable, and to designate or change the designation of the
officer or officers and agent or agents of this corporation who will be
authorized to make such deposits and to endorse checks, drafts, or other
instruments for such deposits;
(d) from time to time to designate or change the designation of
the officer or officers and agent or agents of this corporation who will be
authorized to sign or countersign checks, drafts, or other orders for the
payment of money issued in the name of this corporation against any funds
deposited in any of such accounts, and to revoke any such designation;
(e) to authorize the use of facsimile signatures for the signing
or countersigning of checks, drafts, or other orders for the payment of
money, and to enter into such agreements as banks and trust companies
customarily require as a condition for permitting the use of facsimile
signatures;
(f) to make such general and special rules and regulations with
respect to such accounts as they may deem necessary or advisable; and
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(g) to complete, execute, and/or certify any customary printed
blank signature card forms in order to conveniently exercise the authority
granted by this resolution and any resolutions printed thereon shall be
deemed adopted as part hereof;
RESOLVED, FURTHER, that all form resolutions required by any such
depository or which hereafter may be required by any such depository are hereby
adopted in the form utilized by the depository, and the Secretary of this
corporation is hereby authorized and directed to certify such resolutions as
having been adopted by this written consent of the sole Director and is hereby
authorized and directed to insert the form of such resolutions in the Minute
Book;
RESOLVED, FURTHER, that any such depository to which a copy of these
resolutions certified by the Secretary of this corporation shall have been
delivered shall be entitled to rely thereon for all purposes until it shall have
received written notice of the revocation or amendment of these resolutions by
the sole Director; and
RESOLVED, FURTHER, that the President and Treasurer are hereby
authorized, each acting alone, to execute checks, drafts, or other items, for
and on behalf of this corporation.
FISCAL YEAR END
WHEREAS, it would be advisable for the corporation to establish the
corporation's fiscal year;
NOW, THEREFORE, BE IT RESOLVED, that the fiscal year of this
corporation shall end on December 31 of each year.
INCORPORATION EXPENSES
WHEREAS, it is necessary to pay the fees and expenses which have been
incurred in connection with the incorporation and organization of this
corporation;
NOW, THEREFORE, BE IT RESOLVED that the officers of this corporation
be and each of them hereby is authorized and directed to pay the expenses of the
incorporation and organization of the corporation and to reimburse the persons
advancing funds to the corporation for this purpose.
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AGENT FOR SERVICE OF PROCESS
WHEREAS, it is deemed to be in the best interests of this corporation
to confirm as the corporation's agent for the purpose of service of process the
person named as the initial agent in the Articles of Incorporation of this
corporation;
NOW, THEREFORE, BE IT RESOLVED, that GKL Statutory Agent & Filing
Services, Inc., named as the initial agent for service of process in the
Articles of Incorporation of the corporation, be and hereby is confirmed as the
corporation's agent for the purpose of service of process.
LIST OF OFFICERS, DIRECTORS AND AGENT
WHEREAS, the corporation must file a "List Of Officers, Directors and
Agent" with the Nevada Secretary of State, as required by Section 78.150 of the
Nevada General Corporation Law
NOW, THEREFORE, BE IT RESOLVED, that the officers of this corporation
be and each of them hereby is authorized and directed to prepare, and to file or
cause to be filed with the Nevada Secretary of State the necessary "List Of
Officers, Directors and Agent" in compliance with the Nevada General Corporation
Law.
RESIGNATION OF INCORPORATOR
WHEREAS, Melanie M. Wayne, the incorporator of this corporation, has
performed all acts required of her as incorporator, and she therefore has
submitted her resignation as incorporator;
NOW, THEREFORE, BE IT RESOLVED, that the resignation of Melanie M.
Wayne as incorporator, as presented to this Board and attached hereto as Exhibit
A, is hereby accepted, effective immediately.
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The original executed copy of this document shall be filed with the Minutes
of the proceedings of the Board of Directors of this corporation.
IN WITNESS WHEREOF, the undersigned have executed this Written Consent,
effective as of the date first written above.
/s/ Hannis L. Stoddard III
-------------------------------
Hannis L. Stoddard III
/s/ Lawrence O. Perl
-------------------------------
Lawrence O. Perl
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EXHIBIT "A"
RESIGNATION OF INCORPORATOR
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RESIGNATION OF INCORPORATOR
TO: ANIMAL PASSPORTS, Inc. and to the Board of Directors thereof:
I, Melanie M. Wayne, hereby resign as incorporator of Animal Passports,
Inc., a Nevada corporation, effective as of December __, 1998.
Signed as of December ___, 1998.
/s/ Melanie M. Wayne
----------------------------
Melanie M. Wayne
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