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Minutes of Action by Consent
Organization Meeting of Campaign Constitution
BY CONSENT, pursuant to the authority granted by Colorado Nonprofit Corporations Act, the undersigned, consisting of the incorporator of Campaign Constitution, a Colorado nonprofit corporation (the “Association”), hereby adopts the following actions to have the same force and effect as actions taken at an organization meeting of said Board of Directors:
1. Bylaws.
RESOLVED that the Bylaws attached hereto and by reference made a part hereof are hereby adopted as and for the Bylaws of the Association.
2. Board of Directors.
RESOLVED that the Board of Directors shall consist of one (1) person subject to increases thereto as provided in the Bylaws hereafter approved.
FURTHER RESOLVED that the following person shall be the sole director of the Association:
John M. Cogswell
FURTHER RESOLVED that the first meeting of the Board of Directors shall be held promptly after this organization meeting.
3. Election of Officers.
RESOLVED that the following persons are elected to hold the offices in the Association set forth adjacent their names and said officers shall assume their duties and responsibilities as of the date hereof and hold such offices until their successors shall be elected and duly qualified:
Name Office
John M. Cogswell Chairman
John M. Cogswell President
John M. Cogswell Secretary
Nelson Fleming, CPA Treasurer
4. Advisory Committee.
RESOLVED that there is hereby established an Advisory Committee whose members shall be persons knowledgeable and interested in the Constitution of the United States and the government of the United States, who shall be appointed by the Chairman of the Association and whose admission shall be conditioned on signing a declaration in the form attached hereto titled “Advisory Member Declaration”.
FURTHER RESOLVED that the Advisory Committee will have as its only power the right to make recommendations to the Chairman regarding amendments to the Constitution and management of the Association.
FURTHER RESOLVED that the Advisory Committee shall have such other executive powers as the Chairman by written notice to the Advisory Committee shall delegate to it subject to the consent of the Advisory Committee.
FURTHER RESOLVED that the Advisory Committee shall conduct its business in the manner of a board of directors of a nonprofit corporation established in the state of Colorado subject to the limitation on its power described above.
FURTHER RESOLVED that the Chairman give great deference to the recommendations of the Advisory Committee and will not lightly disregard its recommendations except for good cause established.
FURTHER RESOLVED that the Advisory Committee has the power at a meeting of the Advisory Committee to remove the Chairman and appoint another in his place (i) upon his death or resignation or (ii) after January 1, 2015 for good cause established and upon thirty (30) days’ advance written notice to the Chairman of the grounds for removal including the time and place of such meeting. If the Chairman dies or resigns or is removed, the Advisory Committee (i) shall promptly appoint another chairman who shall thereafter have such powers as the Advisory Committee shall decide and (ii) at its option, shall continue thereafter as a board of directors of a nonprofit corporation under Colorado law with all rights and powers and subject to all duties specified in the Colorado Nonprofit Corporation Act.
5. Authority to Open Bank Account.
RESOLVED that Colorado East Bank & Trust shall be the Association depository and the resolutions for such bank as completed and attached hereto are hereby adopted as and for resolutions of this Association.
6. Fiscal Year.
RESOLVED that the fiscal year of the Association shall be a calendar year.
7. Members.
RESOLVED that the Association is authorized to recruit voting and non-voting members on terms approved by the Board of Directors.
8. Borrowing.
RESOLVED that the Association be and is hereby authorized to borrow funds from John M. Cogswell as necessary to finance its operations pending contributions to the Association by others.
9. Section 501(c)(4) Qualification.
RESOLVED that the Association shall, at an appropriate time, apply for qualification as a Section 501(c)(4) organization on Form 1024 of the Internal Revenue Code.
10. Ratification of Incorporator’s Acts.
RESOLVED that the acts of the incorporators on behalf of the Association before, on or after the date of incorporation and the Articles of Organization, are hereby ratified and approved to the fullest extent as though such actions had been authorized and directed previous to their consummation.
___________________________________
/s/John M. Cogswell, Incorporator
Board Meeting
RESOLVED that the Board of Directors ratifies the foregoing actions taken at the Organization meeting.
__________________________________
/s/John M. Cogswell, Sole Director
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Minutes of Action by Consent
Organization Meeting of Campaign Constitution
BY CONSENT, pursuant to the authority granted by Colorado Nonprofit Corporations Act, the undersigned, consisting of the incorporator of Campaign Constitution, a Colorado nonprofit corporation (the “Association”), hereby adopts the following actions to have the same force and effect as actions taken at an organization meeting of said Board of Directors:
1. Bylaws.
RESOLVED that the Bylaws attached hereto and by reference made a part hereof are hereby adopted as and for the Bylaws of the Association.
2. Board of Directors.
RESOLVED that the Board of Directors shall consist of one (1) person subject to increases thereto as provided in the Bylaws hereafter approved.
FURTHER RESOLVED that the following person shall be the sole director of the Association:
John M. Cogswell
FURTHER RESOLVED that the first meeting of the Board of Directors shall be held promptly after this organization meeting.
3. Election of Officers.
RESOLVED that the following persons are elected to hold the offices in the Association set forth adjacent their names and said officers shall assume their duties and responsibilities as of the date hereof and hold such offices until their successors shall be elected and duly qualified:
Name Office
John M. Cogswell Chairman
John M. Cogswell President
John M. Cogswell Secretary
Nelson Fleming, CPA Treasurer
4. Advisory Committee.
RESOLVED that there is hereby established an Advisory Committee whose members shall be persons knowledgeable and interested in the Constitution of the United States and the government of the United States, who shall be appointed by the Chairman of the Association and whose admission shall be conditioned on signing a declaration in the form attached hereto titled “Advisory Member Declaration”.
FURTHER RESOLVED that the Advisory Committee will have as its only power the right to make recommendations to the Chairman regarding amendments to the Constitution and management of the Association.
FURTHER RESOLVED that the Advisory Committee shall have such other executive powers as the Chairman by written notice to the Advisory Committee shall delegate to it subject to the consent of the Advisory Committee.
FURTHER RESOLVED that the Advisory Committee shall conduct its business in the manner of a board of directors of a nonprofit corporation established in the state of Colorado subject to the limitation on its power described above.
FURTHER RESOLVED that the Chairman give great deference to the recommendations of the Advisory Committee and will not lightly disregard its recommendations except for good cause established.
FURTHER RESOLVED that the Advisory Committee has the power at a meeting of the Advisory Committee to remove the Chairman and appoint another in his place (i) upon his death or resignation or (ii) after January 1, 2015 for good cause established and upon thirty (30) days’ advance written notice to the Chairman of the grounds for removal including the time and place of such meeting. If the Chairman dies or resigns or is removed, the Advisory Committee (i) shall promptly appoint another chairman who shall thereafter have such powers as the Advisory Committee shall decide and (ii) at its option, shall continue thereafter as a board of directors of a nonprofit corporation under Colorado law with all rights and powers and subject to all duties specified in the Colorado Nonprofit Corporation Act.
5. Authority to Open Bank Account.
RESOLVED that Colorado East Bank & Trust shall be the Association depository and the resolutions for such bank as completed and attached hereto are hereby adopted as and for resolutions of this Association.
6. Fiscal Year.
RESOLVED that the fiscal year of the Association shall be a calendar year.
7. Members.
RESOLVED that the Association is authorized to recruit voting and non-voting members on terms approved by the Board of Directors.
8. Borrowing.
RESOLVED that the Association be and is hereby authorized to borrow funds from John M. Cogswell as necessary to finance its operations pending contributions to the Association by others.
9. Section 501(c)(4) Qualification.
RESOLVED that the Association shall, at an appropriate time, apply for qualification as a Section 501(c)(4) organization on Form 1024 of the Internal Revenue Code.
10. Ratification of Incorporator’s Acts.
RESOLVED that the acts of the incorporators on behalf of the Association before, on or after the date of incorporation and the Articles of Organization, are hereby ratified and approved to the fullest extent as though such actions had been authorized and directed previous to their consummation.
___________________________________
/s/John M. Cogswell, Incorporator
Board Meeting
RESOLVED that the Board of Directors ratifies the foregoing actions taken at the Organization meeting.
__________________________________
/s/John M. Cogswell, Sole Director
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