MINUTES OF ORGANIZATIONAL MEETING OF
THE BOARD OF DIRECTORS OF
ILLINOIS YOUTH ULTIMATE
The directors named in the Articles of Incorporation of the corporation named above
(the “Corporation”), constituting the board of directors of this corporation (the “Board”),
held their organizational meeting at the time, on the day and at the place set forth as
follows:
Time: 8:00 p.m.
Date: February 25, 2013
Place: Google hangout
The following Directors, constituting a quorum of the full board, were present at the
meeting:
Tony Miocic
Jimmy Robin
The following Directors were absent:
Luke Johnson
On the motion and by unanimous vote, the following persons were elected temporary
chairperson and secretary for the first meeting:
Temporary Chairperson: Tony Miocic
Temporary Secretary: Matt Moran
WAIVER OF NOTICE
The temporary chairperson announced that the meeting was held pursuant to waiver of
notice thereof and consent thereto as agreed to by all of the Directors of the Corporation
named as such in the Articles of Incorporation; such waiver and consent was presented
to the meeting and on motion duly made, seconded, and unanimously carried was
made a part of the records of the meeting.
COMPOSITION AND SIZE OF BOARD
The matter of the composition and size of the Board was next considered. On motion
duly made, seconded, and unanimously carried, the following resolution was adopted:
WHEREAS, the Articles of Incorporation specify that the Board of Directors shall
consist of three individuals, namely Anthony Miocic, Luke Johnson and Jimmy
Robin; and
WHEREAS, the best interests of the Corporation will be served by increasing the
size of the Board to seven (7) members, consisting of the following individuals:
Arnoush Javaherian
Luke Johnson
Tony Miocic
Matt Moran
Lynne Nolan
Gail Reich
Joe Schoen
THEREFORE, BE IT RESOLVED, that the Board of Directors for this corporation
shall consist of seven (7) members, until changed by subsequent resolution of
this Board.
RESOLVED FURTHER, that Luke Johnson, Matt Moran, and Lynne Nolan shall
serve for a term of one (1) year from January 1, 2013 through December 31,
2013.
RESOLVED FURTHER, that Arnoush Javaherian, Tony Miocic, Gail Reich, and
Joe Schoen shall serve for a term of two (2) years from January 1, 2013 through
December 31, 2014.
Upon adoption of the foregoing resolution, Director Robin tendered his resignation from
the Board, effective immediately.
ARTICLES FILED
The meeting proceeded to the matter of adopting the Articles of Incorporation. The
secretary stated that the original Articles of Incorporation of the Corporation had been
filed in the office of the Secretary of State on January 13, 2013. Discussion ensued
regarding amending the Articles of Incorporation to modify Article 3 in accordance with
the foregoing resolutions regarding the size and composition of the Board, and to
modify Article 4 (the “Purpose” clause) to conform to the requirements of Internal
Revenue Code Section 501(c)(3). Upon motion duly made, seconded and unanimously
carried, the following resolution was adopted:
RESOLVED, that the Articles of Incorporation shall be amended to conform to
the resolutions regarding the size and composition of the Board, and to conform
the “Purpose” clause (Article 4) to the requirements of Internal Revenue Code
Section 501(c)(3).
RESOLVED FURTHER, that the Secretary is authorized and directed to prepare
and file the appropriate amendment with the Illinois Secretary of State, to insert
the amended Articles of Incorporation in the book of minutes of the Corporation,
and to see that a certified copy of the amended Articles of Incorporation is kept at
the principal office for the transaction of business of the Corporation.
BYLAWS
The matter of the adoption of bylaws for the regulation of the Corporation was next
considered. The secretary presented to the meeting a form of bylaws that was duly
considered and discussed. On motion duly made, seconded, and unanimously carried,
the following resolutions were adopted:
WHEREAS, the Directors of this Corporation have not as yet adopted any bylaws
for the Corporation; and
WHEREAS, the best interests of the Corporation will be served by the adoption
of bylaws;
THEREFORE, BE IT RESOLVED, that the bylaws presented to this meeting and
discussed (the “Bylaws”) are hereby adopted as the bylaws of this Corporation.
RESOLVED FURTHER, that the secretary of this Corporation be authorized and
directed to execute a certificate of the adoption of the Bylaws and to insert the
Bylaws as so certified in the book of minutes of the Corporation and to see that a
copy of the Bylaws, similarly certified, is kept at the principal office for the
transaction of business of the Corporation.
ELECTION OF OFFICERS
The meeting proceeded to the election of officers. The following were duly nominated
and elected to the offices indicated before their names:
President:
Vice-President:
Tournament Coordinator:
League Coordinator:
Manager, Promotion and Outreach:
Manager, Strategic Partnerships:
Manager, Illinois Youth Club Championship team:
Coordinator, U-16 Division:
Treasurer:
Secretary:
Arnoush Javaherian
Gail Reich
Tony Miocic
Joe Schoen
Tony Miocic
Luke Johnson
Arnoush Javaherian
Michael Haase
Lynne Nolan
Matt Moran
Each officer so elected, being present, accepted his or her office, and thereafter the
President presided at the meeting as chairperson, and the Secretary acted as secretary
of the meeting.
ADOPTION OF CORPORATE NAME
The Secretary suggested that the meeting consider the adoption of corporate name.
On motion duly made, seconded, and unanimously carried, the following resolution was
adopted:
RESOLVED, that the corporate name of the Corporation shall be “Illinois Youth
Ultimate.”
ACCOUNTING YEAR
The Secretary proposed that the meeting consider the adoption of an accounting year.
On motion duly made, seconded, and unanimously carried, the following resolution was
adopted:
RESOLVED, that the Corporation adopt an accounting year as follows:
Date Accounting Year Begins: January 1
Date Accounting Year Ends: December 31
PRINCIPAL OFFICE LOCATION
After discussion, the location of the principal office of the Corporation for the transaction
of the business of the Corporation was fixed pursuant to the following resolution
unanimously adopted, on motion duly made and seconded:
RESOLVED, that 26 S. Laird Street, Naperville, DuPage County, Illinois is
hereby designated and fixed as the principal office for the transaction of the
business of this Corporation, until changed by subsequent resolution of this
Board.
ESTABLISHMENT OF BANK ACCOUNT
The Chairperson suggested that the Directors consider the proposal of establishing a
depository account. On motion duly made, seconded, and unanimously carried, the
following resolution was adopted:
RESOLVED, that the corporate bank account shall be opened at the US Bank,
Naperville branch.
RATIFICATION OF PREVIOUS ACTIONS
The Secretary suggested that the Directors consider the proposal of ratifying all actions
previously taken by the Directors or the Incorporator. On motion duly made, seconded,
and unanimously carried, the following resolution was adopted:
RESOLVED, that all actions previously taken by the Directors or the Incorporator
that are not inconsistent with the Articles of Incorporation as amended, the
Bylaws, or applicable law, including without limitation Section 501(c)(3) of the
Internal Revenue Code, are hereby ratified and confirmed.
TAX EXEMPT STATUS
The Secretary next suggested that the Directors consider pursing tax-exempt status for
the Corporation. Discussion ensued, and the matter was tabled until additional
information regarding the cost of preparing and filing the necessary documentation with
the IRS and the Illinois Department of Revenue was presented to the Directors. The
Secretary was directed to gather such information and present it at the next Board
meeting.
CORPORATE LOGO
The matter of a corporate logo was next considered. Several options were presented,
and discussion ensued. A number of designs were selected for further refinement and
enhancement by Director Nolan, which will be presented to the Board at a future
meeting.
CHSUL-WEST BUDGET
The matter of the budget and administrative fees for CHSUL-West was next considered.
Director Schoen presented a form of budget that was duly considered and discussed.
On motion duly made, seconded, and unanimously carried (with Director Nolan
abstaining and Directors Schoen and Javaherian excluded from voting due to the policy
on conflicts of interest set forth in the Bylaws), the budget was approved with a total
administrative fee not to exceed $1200 and a per team entry fee not to exceed $285.
TIME AND PLACE OF NEXT MEETING
The time and place of the next regular meeting of the Board was next considered. After
discussion, a motion was duly made, seconded and unanimously carried to set the time
and place of the next meeting at 8:00 p.m. Tuesday, March 5, 2013 via Google hangout.
ADJOURNMENT
There being no further business, on motion duly made, seconded, and unanimously
carried, the meeting was adjourned.
Dated _____________________________, 2013
Secretary