ACTION BY UNANIMOUS WRITTEN CONSENT

OF ORIGINATOR
OF
SOLANA BEACH ECO ROTARY CLUB FOUNDATION,
an unincorporated California nonprofit public benefit entity
Introduction
The undersigned, constituting all of the originator of the SOLANA BEACH ECO
ROTARY CLUB FOUNDATION, AN UNINCORPORATED CALIFORNIA NONPROFIT PUBLIC
BENEFIT ENTITY, (the Foundation) acting without a meeting, consents to the
election Directors and Officers, resigns as the originator of this Foundation,
and adopts the following resolutions effective this 30th day of May, 2015:
Bylaws
The following resolution is adopted with respect to the Foundations Bylaws:
RESOLVED, that the Bylaws of this Foundation are approved; and
RESOLVED FURTHER, that the Secretary of this Foundation is authorized and
directed to execute a certificate of the adoption of those Bylaws, to insert
those Bylaws as so certified in the minute book of this Foundation, and to
cause a copy of those Bylaws, as they may be amended from time to time, to
be kept and maintained at the principal executive office of this Foundation, in
accordance with California Corporations Code Section 213.
Election of Directors
The following resolution is adopted with respect to the election of the
Foundations Directors:
RESOLVED, that the following persons are elected to serve as the initial
Directors of the Foundation for the terms set forth opposite their names until
the next annual meeting of the Board:
NAME
William Dean
Carl Kosnar
Elizabeth Mendelson

TERM
Three (3) years
Two (2) years
One (1) year
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Thereafter the term of serve as a Director shall be governed by the Bylaws of

this Foundation.
Election of Officers
The following resolution is adopted with respect to the election of the
Foundations Officers:
RESOLVED, that the following persons are elected to the offices set forth
opposite their names:
NAME

OFFICE
William Dean:
Chairman of the Board/CEO

President,

Carl Kosnar:
Secretary
Elizabeth Mendelson:
Financial Officer

Chief

to serve at the pleasure of the Board; and

RESOLVED FURTHER, that for purposes of giving any reports or executing
any documents requiring the signature of the Treasurer, the Chief Financial
Officer is also deemed to be the Treasurer of this Foundation.
Directors and Officers Compensation
The following resolution is adopted with respect to the compensation of the
Foundations Directors and Officers:
RESOLVED, that the Officers and Directors of this Foundation shall not be
compensated for the performance of their duties as Directors.
Minute Book
The following resolution is adopted with respect to the Foundations Minute
Book:
RESOLVED, that this Foundation shall maintain as part of its records a minute
book, which shall include, but not be limited to, a record of its formation and
amendments thereto, its Bylaws and amendments thereto, minutes of all
meetings of its Directors, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the
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names of the Directors present or represented at Directors meetings and the

proceedings thereof, minutes of all meetings of board committees, with the
time and place of holding, the notice thereof given, the names of the
Directors present, and the proceedings thereof, and all Written Consents of
Board of Directors meetings and board committees.
Fiscal Year
The following resolution is adopted with respect to the Foundations fiscal
year:
RESOLVED, that the fiscal year of this Foundation will end on December 31 st
of each year.
Principal Executive Office
The following resolution is adopted with respect to the Foundations principal
executive office:
RESOLVED, that P.O. Box 561, Solana Beach, CA 9207 is designated as the
principal executive office of this Foundation.
Tax Identification Numbers
The following resolution is adopted with respect to the Foundations tax
identification numbers:
RESOLVED, that the previous application by the originator to the IRS District
Director for an employers identification number and to the Employment
Development Department of the State of California for an account number in
the name of and for the benefit of this Foundation, and which identification
and account numbers have been received, are hereby ratified, confirmed,
adopted and approved.
Charitable Status
The following resolution is adopted with respect to the Foundations
charitable status:
RESOLVED, that the previous application by the originator to Department of
Treasury for an charitable status in the name of and for the benefit of this
Foundation, and which status has been received, is hereby ratified,
confirmed, adopted and approved.
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Filings
The following resolutions are adopted with respect to the Foundation:
RESOLVED, that the Secretary of this Foundation is authorized and directed
to prepare and to file or cause to be filed with the Secretary of State any
necessary statements in compliance with California Corporations Code
Section 1502 or similar provision, and to take whatever action is necessary
to obtain licenses, authorizations, and permits that are necessary or
desirable for the Foundations business; and
RESOLVED FURTHER, that the Secretary of this Foundation is authorized and
directed to prepare and to file or cause to be filed with the Office of the
Attorney General relative to the charitable purposes of this Foundation any
necessary statements.
Bank Resolutions
The following resolutions are adopted with respect to the selection of one or
more bank checking and savings accounts for the Foundation and a
depository for the Foundations employment taxes trust funds:
RESOLVED, that this Foundation establish in its name one or more deposit
accounts with such banks or depositories, as determined by the President of
this Foundation, and that the President and the Secretary of this Foundation
are authorized to establish such an account or accounts, on terms and
conditions as agreed on with the bank or depository;
RESOLVED FURTHER, that the Foundations employment taxes trust funds
shall be facilitated by and through any other bank or depository, as
determined by the President of this Foundation;
RESOLVED FURTHER, that the President is authorized to designate as
depositories of this Foundations funds one or more other banks, trust
companies, or other financial institutions, and to open, keep, and close
general and special accounts in these depositories;
RESOLVED FURTHER, that the President, Chief Financial Officer, and
Secretary are the only Officers authorized to endorse checks, drafts, or other
evidences of indebtedness made payable to the Foundation;
RESOLVED FURTHER, that all checks, drafts, and other instruments obligating
the Foundation to pay money, including instruments payable to Officers or
other persons authorized to sign them, will be signed on the Foundations
behalf only by the President, Chief Financial Officer, and/or Secretary; and
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RESOLVED FURTHER, that if and when required by any bank or depository for
opening a corporate account, the Board of Directors shall adopt a resolution
for this Foundation authorizing such action, and the Secretary is directed to
obtain the necessary signatures, execute the necessary certifications, and
take such other steps as needed to open these accounts.
Execution of Contracts and Other Documents
The following resolution is adopted with respect to contracts, agreement, and
documents other than check, drafts, and other evidences of indebtedness as
may be provided for and identified in other parts of this Action by Unanimous
Written Consent of Directors:
RESOLVED, that all contracts and agreements of this Foundation, including
but not limited to leases and mortgages, will be signed on the Foundations
behalf by its President, Chief Financial Officer, or Secretary.
Payment of Expenses
The following resolution is adopted with respect to the payment of
organization expenses:
RESOLVED, that the Chief Financial Officer of the Foundation is authorized
and directed to pay the Foundations organization.
General Authority
The following resolution is adopted with respect to the Foundations general
authority:
RESOLVED, that as may be otherwise provided or limited in other parts of
this Action by Unanimous Written Consent of Directors, each of the Officers
of the Foundation is hereby authorized, directed and empowered to execute
any and all documents, agreements and other papers and to take such other
action as such Officer deems necessary or advisable in order to carry out and
perform the purposes and intent of these resolutions.
Qualification to do Business Outside California
The following resolution is adopted with respect to the Foundations authority
to do business outside the State of California:
RESOLVED,
that for the purpose of authorizing the Foundation to do
business in any state, territory or dependency of the United States or any
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foreign country in which it is necessary or expedient for this Foundation to

transact business, each of the Officers of this Foundation is hereby
authorized to appoint and substitute all necessary agents or attorneys for
service of process, to designate and change the location of all necessary
statutory offices and, under the corporate seal, to make and file all necessary
certificates, reports, powers of attorney and other instruments as may be
required by the laws of such state, territory, dependency or country to
authorize the Foundation to transact business therein and whenever it is
expedient for the Foundation to cease doing business therein and withdraw
therefrom, to revoke any appointment of agent or attorney for service of
process, and to file such certificates, reports, revocation of appointment or
surrender of authority as may be necessary to terminate the authority of the
Foundation to do business in any such state, territory, dependency or
country.
Consent Filed with Minutes
This Consent is executed in accordance with Foundations Code Section
307(b) and is to be filed with the minutes of the Board of Directors
proceedings.

Resignation of Incorporator
The following resolution regarding the resignation of originator of this
Foundation is adopted:
RESOLVED, that concurrent with the first meeting of the Foundations Board
of Directors (whether by notice, waiver of notice or unanimous written
consent), the originator of this Foundation hereby resigns.
The undersigned, the originator of this Foundation, does hereby consent to
the foregoing action.

______________________________________
Richard B. Stevens
Originator

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