MINUTES OF THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF _______________________________ The organizational meeting of the Board of Directors of _________________

a Texas nonprofit corporation (Corporation) was held at _________ at ___ p.m. on ____________. The following directors listed in the Corporations Certificate of Formation were present:__________________. A majority of directors being present, a quorum to do business was established.. ________ was appointed to act as the Chair of the meeting until the office of Chair was filled, and ______ was appointed secretary of the meeting. Approval of Certificate of Formation The secretary presented to the meeting a copy of the Certificate of Formation of the Corporation and reported that the original of the certificate was filed in the office of the Secretary of State of the State of Texas _______ and that the Secretary of State issued a formal Certificate of Incorporation to the Corporation on that date. The Certificate of Formation was ordered inserted into the corporate record book. Adoption of Bylaws The Chair presented a proposed form of bylaws. The proposed bylaws were considered and discussed. Upon motion duly made, seconded and carried, the proposed bylaws, were adopted as and for the Bylaws of the Corporation and ordered inserted into the corporate record book. Election of Directors The Certificate of Formation provided for _____ initial directors of the Corporation. The Bylaws, as adopted by the Corporation, provide for _______ directors of the Corporation. In accordance with the provisions of the Bylaws, the directors elected ________ to fill the vacancy in the Board of Directors created by the increase in the number of directors of the Corporation. Section 2.2 of the Bylaws provides (i) that there shall be staggered terms of office for Directors so that approximately one-half of the directorships shall be up for election each year and (ii) that at the initial meeting of the Board, the Board shall determine which of the Directors shall be elected for a one-year term or a two-year term. In accordance with _____ of the Bylaws, the Board designated the following initial terms for the Directors: Director Term

Election of Officers The Chair of the meeting then called for the election of officers of the corporation. The following persons were nominated to the office preceding their name: Chair Vice Chair Secretary Treasurer No further nominations being made the nominations were closed and the directors proceeded to vote on the nominees. The Chair announced that the foregoing nominees were elected to the offices set before their respective names. After the election of the officers, __________acted as Chair of the meeting. Establishment of Executive Committee As provided in Article ___ of the Bylaws, the Directors elected the following members of the Board to serve on the Executive Committee: Establishment of Finance Committee As provided in Article ___ of the Bylaws, the Directors elected the following members of the Board to serve on the Finance Committee: Establishment of Activities Committees The Directors adopted the following resolution established standing committees relating to activities of the Corporation: RESOLVED, that the Corporation established the following committees to organize certain of the activities of the Corporation (Activity Committees): RESOLVED FURTHER, that the Activities Committees may be comprised of members of the Board of Directors, employees of the Corporation, and volunteers; RESOLVED FURTHER, that the Activities Committees report to the Chair, but shall have no authority to take any action on behalf of the Board or the Corporation, unless specifically authorized by the Chair. RESOLVED FURTHER, that the Chair may from time to time appoint or remove members of the various Activity Committees at the Chairs discretion.
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RESOLVED FURTHER, that the Assistance Committee shall [describe function]; RESOLVED FURTHER, that the Education Committee shall [describe function]; RESOLVED FURTHER, that the Event Committee shall [describe function]; RESOLVED FURTHER, that the Marketing and Public Relations Committee shall [describe function]. The Board appointed the following persons to serve on the Activity Committees: Assistance Committee Education Committee Event Committee

Marketing and Public Relations Committee Report on Current Activities ______ reported to the Board the status of activities and projects scheduled. Appointment of Executive Director The Board then discussed the engagement of an executive director to manage the day-today operations of the Corporations program. ______ was nominated to serve as executive director. In accordance with the policy specified in Article __of the Bylaws with respect to any transactions involving Board members, _______ excused herself from the room and the Board discussed the matter in her absence. Upon motion duly made and seconded, _______- the Board unanimously voted to appoint _______ as executive director of the Corporation. Designation of Bank Accounts; Disbursement of Funds; Contractual Commitments Upon motion duly made, seconded and carried, it was RESOLVED: that _______ is designated as the depository in which funds of the Corporation may be deposited from time to time and, subject to any restrictions adopted by the Board of Directors, the Chair is authorized to appoint any officer or employee of the Corporation to sign any and all cheeks, drafts and orders against any funds standing to the Corporation's credit with said bank. In connection with the
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designation of such bank as depository of the Corporation, the officers of the Corporation are hereby authorized to take such action from time to time on behalf of the Corporation as the Chair or Treasurer may deem proper in order to effect such designation and any standard form of corporate banking resolution required by such bank which in connection with such designation shall be certified by the Secretary of the Corporation as having been adopted by the Board of Directors with the same force and effect as if presented to the Board of Directors and adopted thereby, and shall be included in the minute book of the Corporation. RESOLVED FURTHER: that disbursements of the funds of the Corporation may be made by cheeks, drafts, or other instruments signed on behalf of the Corporation by the Chair, the Treasurer, or any employee authorized by the Chair to make such disbursements. RESOLVED FURTHER: that disbursements of the funds of the Corporation shall be made in accordance with such rules, limitations and procedures as shall be established by the Chair. RESOLVED FURTHER: that the Chair is authorized to prescribe rules or limitations with respect to the authority of the officers and employees of the Corporation to make or authorize the making of expenditures of funds of the Corporation, and the making of commitments of a contractual nature on behalf of the Corporation. Application for Nonprofit Status Upon motion duly made, seconded and carried, it was RESOLVED, that the Corporation apply to receive recognition of exempt status as an organization described in Section 501(c)(3) of the Internal Revenue Code; and RESOLVED FURTHER, that the executive director of the Corporation in consultation with the Chair and the Treasurer, shall be responsible for completing and filing IRS Form 1023 and any other forms or documents required or appropriate in seeking exempt status; and RESOLVED FURTHER, that the executive director is authorized to disburse corporate funds to the IRS to pay the required filing fee and to pay such other fees and costs as shall be appropriate in seeking exempt status. Establishment of Corporate Policies Upon motion duly made, seconded, and carried, it was RESOLVED, that the Executive Committee shall establish policies and procedures for the management of the Corporation and submit such policies and procedures to the Board for review and approval.
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Payment of Organizational Expenses Upon motion duly made, seconded and carried, it was RESOLVED, that the Corporation is authorized to pay all charges and expenses incident to or arising out of the organization of the Corporation and to reimburse any person who has made any disbursement therefor. The Chair asked whether there was any further business to come before the Directors at this meeting, and there being none, the meeting was adjourned. Dated: ____________ Secretary of the Meeting APPROVED:

Chair of the Meeting