Minutes of First Meeting

MINUTES OF FIRST MEETING

MEMBERS

_________________________________________

The first meeting of the Members of the above captioned Limited Liability Company was held on the date, time and at the set forth in the written Waiver of Notice signed by all the Members, fixing such time and place, and affixed to the minutes of this meeting.

There were present the following:

___________________________ ___________________________

being all the Members. The meeting was called to order by ____________________. It was moved, seconded and unanirnously carried, that _______________________, act as Temporary Chairman, and that __________________________, act as Temporary Secretary.

The meeting then proceeded to the election of officers. Upon nominations duly made and seconded, the following were elected and qualified:

Operating Manager : _______________________________________

Secretary: _________________________________

Treasurer: _________________________________

The Operating Manager of the Company thereupon assumed the Chair, and the Secretary of the Company assumed his/her duties as Secretary of the meeting.

The Secretary presented to the meeting:

(1) Copy of the Articles of Organization

(2) Copy of the proposed Operating Agreement of the Company.

Upon motion duly made, seconded and unanimously carried, it was

RESOLVED, that the Articles of Organization and the Operating Agreement be, and

they hereby are, approved, ratified and adopted by the Members.

The Secretary submitted to the meeting a seal proposed for use as the Company seal. Upon motion duly made, seconded and unanimously carried, it was

RESOLVED, that the form of seal submitted to this meeting be, and it hereby is,

approved and adopted as and for the Company seal of this Limited

Liability Company, and that an impression thereof be made on the

margin of these minutes.

There was presented to the meeting a sample of a proposed certificate to represent the

ownership of an interest in the company. Upon motion duly made, seconded and unanimously carried, it was

RESOLVED, that the sample form of certificate which has been presented to this

meeting be, and the same hereby is, approved and adopted as the certificate to represent the Ownership of and interest in the Company; and it was further

RESOLVED, that the sample certificate so presented to the meeting be annexed to

the minutes thereof.

The banking arrangements of the Company were then discussed. After discussion, on motion duly made, seconded and carried, proposed Secretarial Certificates to be furnished by the Secretary of the Company to the following persons was unanimously approved, and the resolutions set forth in such Secretarial Certificate were unanimously adopted. A conformed copy of such Secretarial Certificate was ordered annexed to the minutes of the meeting.

Upon motion duly made, seconded and unanimously carried, it was

SAMPLE FORM OF MEMBERSHIP CERTIFICATE

APPENDIX A

CONFORMED COPY OF BANKING RESOLUTIONS

APPENDIX B

WAIVER OF NOTICE OF FIRST MEETING OF MEMBERS

We, the undersigned, being all the members of the Company, hereby agree and consent

that the annual meeting of member of the Company be held on the date and time and at the

place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjournments thereof.

We, do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by any member present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice.

Place of Meeting : _____________________________

Date of Meeting : ___________________________

Time of Meeting : ________________________

Dated: ______day of ________________ ,20____

Operating Manager:___________________________

Member:___________________________

MINUTES OF ANNUAL MEETING OF MEMBERS

____________________________________

- -

The annual Meeting of Members of the above-captioned Company was held on the date

and at the time and place set forth in the written Waiver of Notice signed by the Members,

fixing such time and place, and affixed to the minutes of this meeting.

There were present the following members:

Names of Members Interest in Company

___________________________ ___________________________

The meeting was called to order by ____________________________. It was moved, seconded and unanimously carried, that _________________________, act as Chairman and that _________________________, act as Secretary.

The Chairman then stated that all of the Members of the Company were represented.

The Operating Manager presented his annual report and, after discussion, the report was accepted and ordered filed with the Secretary.

The Chairman noted that it was in order to consider electing officers for the ensuing

year. Upon nominations duly made and seconded, the following were unanimously elected

officers of the Company, to served for the ensuing year and until their successors are elected

and qualified:

Operating Manager: ____________________________

Secretary: ____________________________

Treasurer: ____________________________

There being no further business to come before the meeting, upon motion duly made,

seconded and unanimously carried, it was adjourned.

______________________________

Secretary

Members:

__________________________________

WAIVER OF NOTICE OF ANNUAL MEETING OF MEMBERS

_________________________________

We, the undersigned, being all of the members of the Company, hereby agree and

consent that the annual meeting of members of the Company be held on the date and time and at the place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjournments thereof.

We, do further agree and consent that any and all lawful business may be transacted at

such meeting or at any adjournment or adjournments thereof as may be deemed advisable by

any member present thereat. Any business transacted at such meeting or at any adjournment

or adjournments thereof shall be as valid and legal and of the same force and effect as if such

meeting or adjourned meeting were held after notice.

Place of Meeting : _____________________________

Date of Meeting : ___________________________

Time of Meeting : ________________________

Dated: ______day of ________________ ,20____

Operating Manager:___________________________

Member:___________________________

Membership Listing

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated:

______________________________________________

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated:

______________________________________________

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated:

______________________________________________

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated:

Membership Listing

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated:

______________________________________________

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated:

______________________________________________

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated:

______________________________________________

______________________________________________________________________________

Name: Social Security Number:

______________________________________________________________________________

Address:

______________________________________________________________________________Residence Phone: Business Phone:

______________________________________________________________________________

Date Became Member: Membership Terminated