Free Declaration - District Court of Arizona - Arizona

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Case 2:02-cv—O2099-RCB Document 345-20 Filed O3/10/2006 Page10f3

Kimcco, mc.
CONSENT IN LIEU OF AN ORGANIZATIONAL
MEETING OF THE SOLE INCORPORATOR
The undersigned, being the sole incorporator of KIRKCO, INC., a Delaware
corporation (the "Corporation"), in lieu of holding an organizational meeting ofthe sole incorporator,
hereby takes the following actions and adopts the following resolutions by written consent pursuant
to Section 108(c) ofthe General Corporation Law of the _State of Delaware:
I RESOLVED, that the Certificate of Incorporation of · the
Corporation filed with the office of the Delaware Secretary of State `
on September 16, 1999 and recorded with the office of Recorder of
Deeds of Kent County, Delaware is hereby approved, and that a copy
of the same be inserted in the·minute book ofthe Corporation.
· FURTHER RESOLVED, that the By-laws attached hereto are O
hereby adopted as the By-laws of the Corporation.
FURTHER RESOLVED, that Christine Kirk is hereby elected
as the sole director ofthe Corporation, to serve until her successor is
duly elected and qualified or until her earlier resignation or removal.
A t
. Exuusw OO
witness _ _
g:?t• smalanskas, RPR
KE00sm
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i ' I
The actions taken by this consent shall have the same force and effect as if taken by
the undersigned at an organizational meeting of the sole incorporator, duly called and constituted
pursuant to the lawsofthe State of Delaware. .
IN WITNESS Wl-IEREOF, the undersigned has executed this Consent of the Sole
Incorporator this 16th day of September, 1999. _
l 0 ~
tty di. uemwa,`.
Joan . Donovan, Sole lncorporator
NESSH · IA . JDD
Knoosma
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