Free Statement - District Court of Arizona - Arizona

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` VISI'TALK.COM, INC.
UNANIMOUS QONSENT QE E EQARD Q DIREQ [QRS
’
The undersigned, being all the Directors of visitalk.com, Inc., an Arizona corporation
(‘*the Corporation"), acting pursuant to Section 10-821 of the Arizona Revised Statutes, consent
to the adoption of the following resolutions and declare them to be in full force and eEect as if
they were adopted at a regularly scheduled meeting ofthe Board of Directors of the Corporation:
(1)
WHEREAS, the Articles of Incorporation were Hled with and accepted by the Arizona
Corporation Commission on September 3, 1998 (File No. 0850975-9), and a copy of the Articles
of Incorporation has been transmitted to a newspaper published and printed in, and of general
" - circulation in, Maricopa County, Arizona, for publication in three consecutive issues as required
by law; and · V
WHEREAS, all acts required to complete and validate the incorporating of the ·
Corporation (subject to the Bling of the Aidavit of Publication of the Articles) have now been
taken and, therefore, the Corporation may function in perpetuity from September 3, 1998 unless
its incorporation is sooner revoked by authority of law.
NOW, THEREFORE, RESOLVED, that a copy ofthe Articles of Incorporation and the
Affidavit of Publication of the Articles of Incorporation from the relevant newspaper, all of
. which are more particularly referred to above, shall be placed in the minute book of the
Corporation. —
_ _ (2)
RESOLVED, that the form of Bylaws inserted in the minute book immediately preceding
the minutes of this meeting are approved and adopted _as the Bylaws of this Corporation. .
_ i (3)
RESOLVED, that the Secretary of the Corporation is authorized and directed to procure
‘, all necessary corporate books and to open stock transfer books in accordance with the Bylaws of
the Corporation and the Arizona Revised Statutes. ·
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(4)
RESOLVED, that the form of certificate representing shares of me Corporation’s
common stock, a specimen of which is attached hereto as Exhibit A, is in all respects approved.
(5)
RESOLVED, that the seal, an impression of which is aExed to this page, is adopted as
the seal of the Corporation.
(6)
RESOLVED, that the fiscal year of the Corporation for all accounting purposes, income
tax purposes, reports to public agencies, and all other purposes usually recognized in connection
with the meaning ofthe term "5scal year" shall end on 12/31 of each year.
(7)
RESOLVED, that the following named persons are elected to the omces stated beside
their respective names, and they shall hold such oHice until their respective successors have been
duly elected and qualified:
Chief Executive Omcerz Peter Thimmesch
President: Michael O’Donnell
Vice President: Mark Cardwell
Secretary: Peter Thimmésbh
Treasurer: Cynthia 'l'hirnmesch
' (8)
RESOLVED, that a commercial checking account for and in the name of the Corporation
be op ed at such bank as the Chief Executive Ofhcer, President, Vice President, or Treasurer of
the Corporation shall select from time to time and each of these omcers is hereby, authorized to
execute checks and other items for and on behalf of the Corporation, and that they are hereby ·
authorized to endorse checks and other items payable to this Corporation for deposit. _
FURTHER RESOLVED, that the resolution or resolutions required by said bank for the
opening of said account and authorization of the foregoing oicers to draw checks thereon, are _
considered as passed as if at a duly held meeting of 'the Board of Directors and the Secretary is
hereby authorized and directed to so certify.
(9)
I- RESOLVED, that the Chief Executive Omcer and the President of the Corporation be,
and each of them hereby is, authorized and empowered to borrow, for and on behalf .of the ·
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Corporation, &om time to time, form such persons, inancial institutions, corporations or
partnerships, such sums of money as such oicers may deem necessary for general corporate
purposes, on such terms condition as such oicers may deem advisable.
FURTHER RESOLVED, that the Chief Executive Oicer and the President be, and each
of them hereby is, authorized to pledge, mortgage or otherwise cucumber as security for the
repayment of such loans, any assets of the Corporation as may be required and agreed upon
between such officers and any such lender.
FURTI-IER RESOLVED, that the resolutions required by any such lender are considered
as passed as if at a duly held meeting, and the Secretary of the Corporation is authorized and ·
directed to so certify.
(10)
RESOLVED, that the Chief Executive Otiicer, or the President, and the Secretary ofthe
· Corporation are authorized for and on behalf of the Corporation to issue, at a per share price of
$0.0196, to the following individuals the number of shares of the common stock of the
Corporation listed below in consideration of the receipt by the Corporation of goods contributed
and services (including goods and services in connection with the organization and formation of
the Corporation) heretofore provided to the Corporation, which price per share the Board hereby
determines is adequate consideration for such shares, and which shares, when issued, shall be
fixlly paid and non—assessable:
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Peter Thimmesch 2,600,000
Michael O’Donnell 2,500,000
Mark Cardwell 1,000,000
FURTHER RESOLVED, that if it should be determined for any reason whatever that the
issuance of any of the foregoing shares shall constitute compensation income to the shareholder,
the Corporation shall indemnify and hold such shareholder harmless against any and all federal,
state and local income taxes which such shareholder (or his heirs or personal representative) may
be required to pay on due to his receipt of such income, all such payments to made on a grossed- _
up alter-tax basis. The Board acknowledges and agrees that Mark Cardwell may rely upon this
indemnity and that this indemnity obligation shall be irrevocable.
(11) i
` ‘'`` RESOLVED, that the Chief Executive Ofdeer, the President and the Vice President of _
the.Corporation be, and each of them hereby is, authorized to enter into, execute and deliver, in .
the name of and on behalf of the Corporation, any contr·aet, agreement, deed, conveyance, . `
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mortgage or other instrument that may be deemed by such oEcer necessary for the business of
‘ the Corporation without further act or resolution by the board of directors.
(12) .
RESOLVED, that the oicers ofthe Corporation are authorized and directed to retain an
_ accountant or accountants to assist in the setting up of the books of account for the Corporation
and to advise on accounting matters, such accountants to serve at the pleasure ofthe Board of
Directors. . `
P (13) ·
RESOLVED, that the oicexs of the Corporation are authorized to retain Bryan Cave
LLP, as counsel to the Corporation in connection with the organization and operation of the
· Corporation, such law Erm to serve at the pleasure of the Board of Directors.
(14)
RESOLVED, that the Chairman of the Board and President of the Corporation be, and
each of them hereby is, authorized to pay all fees and expenses incident to and necessary for the
organization ofthe Corporation.
Dated: September 4, 1998.
Peter Thimmesch
(Ii ‘
X I
Michael O’Dorinel1
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