STRATFOR ENTERPRISES, LLC
Written Consent of the Board of Directorsin Lieu of a Special Meeting
Pursuant to Section 18-404(d) of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended (the “Act”), and Section 10(d) of the Limited Liability Company Agreement of Stratfor Enterprises, LLC (the “LLC Agreement”), the undersigned, being all members of the Board of Directors of Stratfor Enterprises, LLC, a Delaware limited liability company (the “Company”), in lieu of a special meeting of the Board of Directors, the call and notice of which are hereby expressly waived, do hereby consent to the adoption of and adopt the resolutions attached hereto as Annex A. Unless otherwise defined herein, capitalized terms shall have the meanings given them in the LLC Agreement.
This consent may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one instrument. A copy of this consent, signed and delivered by telecopy, facsimile or electronic transmission, shall be considered an original, executed consent.
In Witness Whereof, the undersigned have executed this consent this 1st day of August, 2011.
BOARD OF DIRECTORS:
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George Friedman
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Don R. Kuykendall
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Stephen M. Feldhaus
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Shea Morenz
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Annex A
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Stratfor ENtERPRISES, LLC
Resolutions Adopted by the Board of Directorson August 1, 2011
Organizational Matters
Whereas, Strategic Forecasting, Inc., a Delaware corporation, and SM/Stratfor Partners, LLC, a Delaware limited liability company, are the sole members of the Company and adopted the LLC Agreement to govern the affairs of the Company and the conduct of its business; and
Whereas, subject to the provisions of the Act and the limitations in the LLC Agreement, the management powers over the business and affairs of the Company are vested in the Board of Directors;
Now, Therefore, Be It Resolved, that each of the following persons is hereby appointed, designated, and elected to the office of the Company set forth adjacent to his name, to serve in accordance with the provisions of the LLC Agreement and as otherwise provided in accordance with the Act, until his successor shall have been appointed, designated, and elected and shall have qualified, or until his earlier resignation or removal:
Name / OfficesGeorge Friedman / CEO
Don Kuykendal
Meredith Friedman
Stephen Feldhaus
Darryl O’Connor
Frank Ginac
Grant Perry
Shea Morenz
Fred Burton
Rodger Baker
Scott Stewart
Peter Zeihan / President & Chairman &Treasurer & CFO
Chief Internatinal Officer and Secretary
Executive Vice President and General Counsel
Chief Operating Officer
Chief Technology Officer
Senior Vice President Media and Business Development
Vice President
Vice President Counterterrorism and Corporate Security
Vice President Strategic Intelligence
Vice President Tactical Intelligence
Vice President Analysis
Resolved Further, that the President and Treasurer are severally authorized and directed, on behalf and in the name of the Company, (i) to establish one or more bank accounts with a reputable national or state banking association, wherein funds of the Company shall be deposited and from which funds shall be disbursed, and to execute such signature cards and other documents in connection with the foregoing bank accounts as may be necessary or advisable on such terms and conditions as each deems advisable; (ii) to designate and authorize other persons to sign checks and any other instruments withdrawing funds from those bank accounts, and to effect wire transfers from such bank accounts via written or telephonic communication, or through computer-initiated payments using software implemented by the Company; and (iii) to establish limits on the authority of each of those persons so designated;
Resolved Further, that the fiscal year of the Company shall end on December 31 of each year;
Resolved Further, that the proper officers of the Company are hereby authorized to pay all fees and expenses incident to and necessary for the organization of the Company;
Resolved Further, that, for purposes of authorizing the Company to transact business in any state, territory or dependency in the United States or any foreign country in which it is necessary or expedient for the Company to transact business, the Officers of the Company, or any of them, are authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, and to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of such State, territory, dependency or country to authorize the Company to transact business therein and, whenever it is expedient for the Company to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process and to file such certificates, reports, revocation of appointment or a surrender of authority as may be necessary to terminate the authority of the Company to do business in any such State, territory, dependency or country;
Resolved Further, that the Officers of the Company be, and each of them hereby is, authorized to prepare, execute, deliver and perform such agreements, documents and other instruments, to pay or cause to be paid on behalf of the Company such related costs and expenses, to execute and deliver or cause to be executed and delivered such other notices, requests, demands, directions, consents, approvals, orders, applications, certificates, agreements, undertakings, supplements, amendments, further assurances or other instruments or communications under the company seal of the Company or otherwise, and to take such other action, in the name and on behalf of the Company, as each of such Officers, in his discretion, shall deem necessary or advisable to carry out the intent of the foregoing resolutions and the transactions contemplated thereby, the taking of such action and the preparation, execution, delivery and performance of any such agreements, documents and other instruments or the performance of any such act shall be conclusive evidence of the approval of the Board of Directors thereof and all matters relating thereto; and
Resolved Further, that any and all actions taken by or on behalf of the Officers of the Company prior to the adoption of these resolutions which are within the authority conferred hereby are hereby in all respects authorized, adopted, ratified, confirmed and approved.
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