Articles

Minutes From Your Company's January Annual Meeting

The annual meeting of the Board of Principals of Your Company, a California business entity, was duly held at the principal executive office of Your Company on January 18, 2017 at 9:00 a.m. Your Company recognizes the importance of conducting yearly reviews of its business, financial and legal affairs. Accordingly, Your Company called this annual meeting to address financial and tax matters of the prior year, the sufficiency of its insurance, changes in employment and related laws, Your Company's intellectual property, Your Company's ownership succession planning, and other important matters to be considered as Your Company prepares to conduct business in the new year.

The following Principals were present at the meeting:

Your President

Your Treasurer

Your Secretary

No Principals were absent.

Your President presided as Chairman of the meeting and Your Secretary acted as secretary of the meeting. The Chairman called the meeting to order and announced that, since all Principals of Your Company were present at the meeting and none object to the lack of or inadequacy of notice, notice of the holding of the meeting was deemed waived. The Chairman noted that in excess of a majority of the Principals of Your Company were present and the meeting therefore had a quorum as required by the Bylaws of Your Company.

Financial Statements & Taxes

The Chairman then announced that the first order of business was Your Company's financial statements and taxes. After discussion, on motion duly made, seconded and unanimously carried, the following resolutions were adopted:

RESOLVED, that Your Company shall promptly deliver annual reports, financial statements and tax preparation information to the owners of Your Company;

RESOLVED FURTHER, that Your Company pursue its tax return preparation (before the eve of the filing deadline) and consider the adequacy of its current accounting methods, policies and systems; and

RESOLVED FURTHER, that the officers of Your Company are authorized and directed to consult with Your CPA, Your Company's accountant, to carry out the foregoing resolutions.

Insurance Matters

The Chairman then turned to the next order of business, Your Company's insurance. After discussion, on motion duly made, seconded and unanimously carried, the following resolution was adopted:

RESOLVED, that the officers of Your Company are authorized and directed to consult with Your Agent, Your Company's insurance agent, to discuss the adequacy of Company's insurance coverages and, in particular: key person life insurance to fund potential buy-outs of owners, and employment practices liability insurance.

Employment Matters

The discussions of the Principals then turned to Your Company's employees. After discussion, on motion duly made, seconded and unanimously carried, the following resolutions were adopted:

RESOLVED, that Your Company shall update its employee handbook to reflect current employee policies and benefits and to address the latest changes in labor and employment law requirements;

RESOLVED FURTHER, that Your Company post updated posters and notices to employees as required by state and federal law;

RESOLVED FURTHER, that the officers of Your Company are authorized and directed to consult with Brian E.Koegle, Your Company's employment attorney, to carry out the foregoing resolution.

RESOLVED FURTHER, that, as an additional incentive to employees, Your Company shall develop plans for the implementation of an employee stock option and purchase plan;

RESOLVED FURTHER, that, in connection with such plan, Your Company shall prepare and file with the California Department of Business Oversight appropriate notices for such issuances of securities to employees, and shall make any similar filings that may be required with the Securities and Exchange Commission; and

RESOLVED FURTHER, that the officers of Your Company are authorized and directed to consult with Claudia J. McDowell, Your Company's securities attorney, to carry out the foregoing resolution.

Intellectual Property

The Chairman then led the Principals in a discussion of Your Company's intellectual property. After discussion, on motion duly made, seconded and unanimously carried, the following resolutions were adopted:

RESOLVED, that Your Company take immediate steps to protect the intellectual property of the business by implementing a system to protect trade secrets, by requiring employee confidential information and invention agreements, and by registering Your Company's trademarks;

RESOLVED FURTHER, that the officers of Your Company are authorized and directed to consult with Jason R. Beaman, Your Company's intellectual property attorney, to carry out the foregoing resolution.

Company Owners

The Chairman then noted that the owners of Your Company did not have buy-sell arrangements in place nor had they discussed business succession plans. After discussion, on motion duly made, seconded and unanimously carried, the following resolutions were adopted:

RESOLVED, that Your Company shall coordinate a meeting of its owners to discuss and agree upon (1) buy-sell arrangements so that efficient transfers of ownership may take place when an owner withdraws, dies or otherwise desires to sell his or her stake in Your Company and (2) a business succession plan so that Your Company will be prepared for changes in management personnel without disruption of its day to day business operations; and

RESOLVED FURTHER, that the officers of Your Company are authorized and directed to consult with M. Lisa Odom, Your Company's corporate attorney, to carry out the foregoing resolution.

Standard Contracts

The meeting then turned to a discussion of Your Company's standard contracts and their continuing adequacy to meet the needs of Your Company. After discussion, on motion duly made, seconded and unanimously carried, the following resolution was adopted:

RESOLVED, that Your Company review and (if necessary) revise its standard forms of contracts, invoices, terms and conditions, and other documents to assure that they are adequate to accomplish the matters for which they are used and to protect Your Company;

RESOLVED FURTHER, that the officers of Your Company are authorized and directed to consult with Chris S. Jacobsen, Your Company's business attorney, to carry out the foregoing resolution.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned.

Your Secretary,

Secretary


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