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HomeMy WebLinkAbout2 - Corporate Registration03/25/96 11:02 Fl. Dept. of State P1 /2 9 mob 7 %NW__ -on W 3hparinwnt of #taip I certify the attached is a true and correct copy of the Articles of Incorporation of TGSV ENTERPRISES INC., a Florida corporation, filed on March 22, 1996, as shown by the records of this office. I further certify the document was electronically received under FAX audit number H96000004168. This certificate is issued in accordance with section 15.16, Florida Statutes, and authenticated by the code noted below The document number of this corporation is P96000025837. Given under my hand and the Great Seal of the State of Florida, at Tallahassee, the Capital, this the Twenty-fifth day of March, 1996 Authentication Code: 496A00013440 -032596-P96000025837-1/1 ME= (1-95) a n artham . C$bra CM_ AerrztmT of tate 03/25/96 11:02 Fl. Dept. of State p2 /2 FLORIDA DEPARTMENT OF STATE Sandra B. Mortham Secretary of State March 25, 1996 TGSV ENTERPRISES INC. 720 ORIOLE AVENUE MIAMI SPRINGS, FL 33166 The Articles of Incorporation for TGSV ENTERPRISES INC. were filed on March 22, 1996, and assigned document number P96000025837. Please refer to this number whenever corresponding with this office. Enclosed is the certification requested. To be official, the certification for a certified copy must be attached to the original )cument that was electronically submitted and filed under FAX audit "umber H96000004168. A corporation annual report will be due this office between January 1 and May 1 of the year following the calendar year of the file date year. A Federal Employer Identification (FEI) number will be required before this report can be filed. Please apply NOW with the Internal Revenue Service by calling 1-800-829-3676 and requesting form SS -4. Please be aware if the corporate address changes, it is the responsibility of the corporation to notify this office. Should you have questions regarding corporations, please contact this office at the address given below. Jerri Weinmann Staff Assistant New Filings Section Division of Corporations Letter Number: 496A00013440 H96000004168 `: � 1 �Y` •i�• 1- 0 TGSV ENTERPRISES INC. The undersigned incorporator(s), for the purpose of forming a corporation under the Florida General Corporation Act, hereby adopt(s) the following Articles of Incorporation. ARTICLE I NAME The name of the corporation shall be: TGSV ENTERRPISES INC. The principal place of business of this corporation shall be: 720 Oriole Ave. Miami Springs, Fl 33166 F.A;itRA1 . This corporation may engage in or transact any or all lawful activities or business per- mitted under the laws of the United States, the State of Florida, or any other state, country, territory or nation. The aggregate number of shares of stock and its par value that this corporation Is authorized to have outstanding at any one time is: 1:00 Shares $ 1.00 par value ARTICLE IV TERM OF EXISTENCE This corporation is to exist perpetually. i The name(s) and street address(es) of the initial officer(s) and director(s), if any, who shall hold office the first year of the corporation's existence or until their successor(s) is(are) elected, is(are): Gerard Vitale 13711 Sheridan St. Ft. Lauderdale, Fl 33330 Jesus M. Gomez 1731 SW 98th Ave. Miami, FL 33165 Cleon Harvey Tatum 629 Sunset Road Coral Gables, FL 33143 Roy Rodriguez 720 Oriole Ave. Miami Springs, FL 33166 Prepared by: Mike Gomez 720 Oriole Ave. Miami Springs, FL 33166 (305) 823-4889 H96000004168 ARTICLE VI INCORPORATOR(S1 The name(s) and street address(es) of the incorporator(s) to this articles of incorpora- tion is(are): Mike Gomez 720 oriole Ave. Miami Springs, -Fl 331'6-6" IN WITNESS WHEREOF, the undersigned incorporator s) has(have) executed these Articles of Incorporation this `'G _ day of CT'-) 19` Signaatttur ) of Incorporator(s) H96000004168 CERTIFICATE OF DESIGNATION OF REGISTERED AGENUREGISTERED OFFICE PURSUANT TO THE PROVISIONS OF SECTION 607.0501, FLORIDA STATUTES, THE UNDERSIGNED CORPORATION, ORGANIZED UNDER TIE LAWS OF THE STATE OF FLORIDA, SUBMITS THE FOLLOWING STATEMENT IN DESIGNATING THE REGISTERED OFFICE)REGISTERED AGENT, IN THE STATE OF FLORIDA. 1. The name of the corporation is: TGSV ENTERPRISES INC. 2. The name and address of the registered agent and office is: Mike CTomc» (NAME) 720 Oriole Ave. (P.O. Box or Mail Drop Box NOT ACCEPTABLE) Miami Springs, Fl 33166 (CITY STAT ZIP) Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent. (SIG. ATURE) (PATE) DIVISION OF CORPORATIONS, P. O. BOX 6327, TALLAHASSEE, FL 32314 WAIVER OF NOTICE AN MINUTES OF ANNUAL t1 MEETING c,'` SHAREHOLDERS 1.,,, `'' RSSSS TORS AND OFFICERS OF TGSV ENTERPRISES, INC. The Annual Meeting of the shareholders, directors and officers of the above named corporation was called to order on March 2, 2011 by JESUS M. GOMEZ, the President of the above named corporation. The Secretary for the meeting, MARY V. TATUM, then called the role of the shareholders, directors, and officers of the corporation. All shareholders, directors and officers were either in attendance at the meeting or else signed and executed the within document, indicating their waiver of notice of the meeting and their ratification of the actions taken at the meeting. The corporation's President, JESUS M. GOMEZ, then declared the meeting to be in compliance with Florida Law and that the purpose of the annual meeting was to address the following matters: (a) Election of Directors for the current year. The current directors, JESUS M. GOMEZ, ROY RODRIGUEZ and MARY V. TATUM, were re -nominated as the directors and unanimously re-elected to the position as directors for the corporation for the following year. (b) Election of Officers for the current year. Regarding the election of officers for the current year, the following were nominated: President Executive Vice President Vice President Vice President Secretary/Treasurer JESUS M. GOMEZ ROY RODRIGUEZ JAVIER HERMIDA RICHARD M. GOMEZ MARY V. TATUM and were all unanimously elected to their respective positions as officers for the corporation for the following year. (c) Current Stock Ownership. The shareholders each own those shares of the corporation's Common Stock listed as follows. STOCKHOLDERS SHARES OWNED PERCENT OWNED ROY RODRIGUEZ as Trustee under the Roy Rodriguez Revocable Trust Agreement, dated 4/4/94 41.2 41.2% JESUS M. GOMEZ 30.5 30.5% JAVIER A. HERMIDA 11.8 11.8% RICHARD M. GOMEZ 10.6 10.6% MARY V. TATUM 5.9 5.9% TOTAL 100 100% There being no, further business to come before the meeting, the President announced that the Annual Meeting of Shareholders, Directors and Officers of the corporation be ADJOURNED. DATED: March-, 2011 JESUS M. GOMEZ, Prq!flnl and ROY RODRIGUEZ, Executive Vice President and ROY RODRIGUEZ, Trustee of the Roy Rodriguez Revocable Trust dated�April 4, 1994, Shareholder JAVJ KA. HERMIDA, Vice President and Shareholder RICHARD M. �GOMEZ, Vice President and Shareholder MARY V. TATUM, Secretary/Treasurer and Shareholder WAIVER OF NOTICE AND MINUTES OF SPECIAL MEETING OF SHAREHOLDERS, DIRECTORS AND OFFICERS OF TGSV ENTERPRISES, INC. The Special Meeting of the shareholders, directors and officers of the above named corporation was called to order on August 9, 2009 by Jesus M. Gomez, the President of the above named corporation. The Secretary for the meeting, Mary V. Tatum, then called the role of the shareholders, directors, and officers of the corporation. All shareholders, directors, and officers were either in attendance at the meeting or else signed and executed the within document, indicating their waiver of notice of the meeting and their ratification of the actions taken at the meeting. The corporation's President, Jesus M. Gomez, then declared the meeting to be in compliance with Florida Law and that the purpose of the annual meeting was to address the following matters: (a) Approval of Stock Purchase Agreement After review and discussion the Stock Purchase Agreement between Gerard M. Vitale and TGSV Enterprises, Inc., in the sum of $396,000 and effective January 1, 2009, was unanimously approved after motion made and seconded. Said Stock Purchase Agreement is attached hereto and fully incorporated into the corporate record. There being no further business to come before the meeting, the President announced that the Special Meeting of Shareholders, Directors and Officers of the corporation be ADJOURNED. DATED: August 9, JESUS M. GOMEZ, Presidat & 11'� .. zo�/C- _Z_= GERARD M. VITALE, Shareholder RICHARD GOMEZ, Vice -President, Shareholder ROY RODRIGUEZ, Executive Vice -President and ROY RODRIGUEZ, Trustee of the Roy Rodriguez Revocable Trust dated April 4, 1994 Shareholder JAVIE RMIMA, Vice -President, Shareholder MARY V. TATUM, Secretary/Treasurer, Shareholder WAIVER OF NOTICE AND MINUTES OF SPECIAL MEETING OF SHAREHOLDERS, DIRECTORS AND OFFICERS OF TGSV ENTERPRISES, INC. The Special Meeting of the shareholders, directors and officers of the above named corporation was called to order on August 9, 2009 by Jesus M. Gomez, the President of the above named corporation. The Secretary for the meeting, Mary V. Tatum, then called the role of the shareholders, directors, and officers of the corporation. All shareholders, directors, and officers were either in attendance at the meeting or else signed and executed the within document, indicating their waiver of notice of the meeting and their ratification of the actions taken at the meeting. The corporation's President, Jesus M. Gomez, then declared the meeting to be in compliance with Florida Law and that the purpose of the annual meeting was to address the following matters: (a) Approval of Stock Purchase Agreement After review and discussion the Stock Purchase Agreement between Gerard M. Vitale and TGSV Enterprises, Inc., in the sum of $396,000 and effective January 1, 2009, was unanimously approved after motion made and seconded. Said Stock Purchase Agreement is attached hereto and fully incorporated into the corporate record. There being no further business to come before the meeting, the President announced that the Special Meeting of Shareholders, Directors and Officers of the corporation be ADJOURNED. DATED: August 9, JESUS M. GOMEZ, Pr jident & GERARD M. VITALE, Shareholder RICHARD GOMEZ, Vice -President, Shareholder ROY RODRIGUEZ, Executive Vice -President and ROY RODRIGUEZ, Trustee of the Roy Rodriguez Revocable Trust dated April 4, 1994 Shareholder JER HERMIDA, Vice -President, Shareholder MARY V. TATUM, Secretary/Treasurer, Shareholder THIS AGREEMENT is entered into on August —4'4� , 2009 by and between GERARD M. VITALE, (hereafter referred to herein as "seller"), and TGSV ENTERPRISES INC., a Florida Corporation (hereafter referred to herein as "buyer"). RECITALS A. GERARD M. VITALE is a shareholder in good standing and holder of fifteen (15) shares of outstanding common capital stock. B. The seller desires to sell and the buyer desires to buy fifteen (15) shares of stock under the terms and conditions set forth herein. THEREFORE, in consideration of the promises mutually exchanged in this agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: AGREEMENT 1. Sale of Shares. Subject to the provisions of this agreement, the seller agrees to sell the stock to the buyer. The seller agrees to deliver the stock to the buyer at closing, with all certificates duly endorsed to the buyer and ready for transfer. The seller further agrees to execute such additional documents as the buyer deems necessary to perfect the buyer's title to the stock. 2. Purchase Price. The purchase price shall be three hundred and ninety six thousand dollars and no cents ($396,000.00) The effective date of this sale shall be January 1, 2009. 3. Payment of Purchase Price. The purchase price shall be paid as follows: Buyer shall purchase (15) shares of stock effective as of January 1, 2009. Buyer shall pay in a lump sum the purchase price of $396,000.00, on or before August 10, 2009. 4. Representations and Warranties of Buyer. The buyer makes the following representations and warranties to the seller: 4.1 Purpose of Purchase. The buyer is not purchasing corporate stock under this agreement for resale. 4.2 Origination of Transaction. The transaction contemplated by this contract was initiated by the seller rather than by any inquiry of the buyer. 4.3 Broker. No broker has been involved in the procuring of the buyer or in the negotiation of this contract. 1 4.4 Prior Relationship of Seller to Corporation. The seller has been involved as officer and shareholder or the Corporation. 4.5 Prior Relationship of Buyer to Corporation. The buyer is the Corporation. 4.6 Experience of Buyer. The buyer is familiar with the reputation of the corporation in this business and is familiar with the buyer's competition. 4.7 Intrastate Transaction. The buyer and seller are residents of Florida. The corporation is a Florida corporation. All negotiations and communications relating to this transaction took place within Florida. 4.8 Power of Buyer. The buyer has full power and authority to enter into and to consummate this agreement. 5. Conditions Precedent to Buyer's Obligation. The buyer's obligation to perform under this agreement shall be subject to the satisfaction of the following conditions before or contemporaneously with closing: None 6. Governing Law. This agreement shall be governed in its enforcement, construction, and interpretation by the laws of the state of Florida. 7. Invalidity of Provisions. The unenforceability, for any reason, of any term, condition, covenant, or provision of this agreement shall neither limit nor impair the operation, enforceability, or validity of any other terms, conditions, provisions, or covenants of the agreement. 8. Good Faith Efforts. The seller and the buyer covenant to use their best efforts both before and after closing in good faith to comply with the provisions of this agreement. 9. Entire Agreement. This agreement constitutes the entire agreement of the parties and may not be amended or modified except in a writing signed by both parties. All prior understandings and agreements between the parties are merged in this agreement, which alone fully and completely expresses their understanding. 10. Successors. This agreement shall be binding on and inure to the benefit of the parties and their respective successors, assigns, and personal representatives. 11. Construction. This agreement shall not be construed against either party regardless of who is responsible for its drafting. PJ- IN WITNESS WHEREOF, the parties have executed this agreement on the date first above stated. Witnesses as to Seller: (Sign) Print: (Sign) Print: Witnesses as to Buyer: (Sign) Print:�'j Hs (Si p Pr' t. ea Sr Ak ) SELLER: GERARD M. VITALE BUYER: TGSY'�NTERPRISES, INC. JESUS M. GOMEW President ROY RODRIGUEZ, Executive ice -President 3 WAIVER OF NOTICE AND MINUTES OF SPECIAL MEETING OF SHAREHOLDERS, DIRECTORS AND OFFICERS OF TGSV ENTERPRISES, INC. The Special Meeting of the shareholders, directors and officers of the above named corporation was called to order on SeptemberA a, 2006 by Jesus M. Gomez, the President of the above named corporation. The Secretary for the meeting, Mary V. Tatum, then called the role of the shareholders, directors, and officers of the corporation. All shareholders, directors, and officers were either in attendance at the meeting or else signed and executed the within document, indicating their waiver of notice of the meeting and their ratification of the actions taken at the meeting. The corporation's President, Jesus M. Gomez, then declared the meeting to be in compliance with Florida Law and that the purpose of the annual meeting was to address the following matters: (a) Approval of Buy -Sell Agreement After review and discussion the TGSV ENTERPRISES, INC. Buy -Sell Agreement dated September , 2006 was unanimously approved after motion made and seconded. Said Buy -Sell Agreement is attached hereto and fully incorporated into the corporate record. (b) Approval of Amended By -Laws After review and discussion the TGSV ENTERPRISES, INC. Amended By -Laws were unanimously approved after motion made and seconded. Said Amended By -Laws are attached hereto and fully incorporated into the corporate record. There being no further business to come before the meeting, the President announced that the Special Meeting of Shareholders, Directors and Officers of the corporation be ADJOURNED. DATED: September Z 2006 JESUS M. GOMEX President & Shareholder WAIVER OF NOTICE AND MINUTES OF SPECIAL MEETING OF SHAREHOLDERS, DIRECTORS AND OFFICERS OF TGSV ENTERPRISES, INC. ROY RODRIGUEZ, Executive is -President and ROY RODRIGUEZ, Trustee of the Roy Rodriguez Revocable Trust dated April 4, 1994 Shareholder /11�. GERARD M. VITALE, Shareholder HERMIDA, Vice -President, Shareholder RICHARD GOMEZ, Vice -President, Shareholder MARY V. TATUM, Secretary/Treasurer, Shareholder WAIVER OF NOTICE AND MINUTES OF ANNUAL MEETING OF SHAREHOLDERS, DIRECTORS AND OFFICERS OF TGSV ENTERPRISES, INC. The Annual Meeting of the shareholders, directors and officers of the above named corporation was called to order on August 11, 2009 by JESUS M. GOMEZ, the President of the above named corporation. The Secretary for the meeting, MARY V. TATUM, then called the role of the shareholders, directors, and officers of the corporation. All shareholders, directors, and officers were either in attendance at the meeting or else signed and executed the within document, indicating their waiver of notice of the meeting and their ratification of the actions taken at the meeting. The corporation's President, JESUS M. GOMEZ, then declared the meeting to be in compliance with Florida Law and that the purpose of the annual meeting was to address the following matters: (a) Election of Directors for the current year. The current directors, JESUS M. GOMEZ, ROY RODRIGUEZ and MARY V. TATUM, were re -nominated as the directors and unanimously re-elected to the position as directors for the corporation for the following year. (b) Election of Officers for the current year. Regarding the election of officers for the current year, the following were nominated: President Executive Vice -President Vice President Vice President Secretary/Treasurer JESUS M. GOMEZ ROY RODRIGUEZ RICHARD M. GOMEZ JAVIER HERMIDA MARY V. TATUM and were all unanimously elected to their respective positions as officers for the corporation for the following year. (c) Current Stock Ownership. The shareholders each own those shares of the corporation's Common Stock listed as follows: STOCKHOLDER SHARES OWNED PERCENT OWNED ROY RODRIGUEZ as Trustee under the Roy Rodriguez Revocable Trust Agreement, dated 4/4/94 41.2 41.2% JESUS M. GOMEZ 30.5 30.5% JAVIER HERMIDA 11.8 11.8% RICHARD GOMEZ 10.6 10.6% MARY V. TATUM 5.9 5.9% TOTAL 100 100% There being no further business to come before the meeting, the President announced that the Annual Meeting of Shareholders, Directors and Officers of the corporation be DATED: Aug4st 11, 2009 JESUS M. GOMEZ,sident and Shareholder ROY RODRIGUEZ, Executive Vice President and ROY RODRIGUEZ, Trustee of the Roy Rodriguez Revocable Trust dated April/4, 1994, Shareholder JAVIER HhRTVIIDA V -ice President and RICHARD GOMEZ, Vice President and Shareholder MARY V. TATUM, Secretary/Treasurer and Shareholder THIS AGREEMENT is entered into on August�, 2009 by and between GERARD M. VITALE, (hereafter referred to herein as "seller"), and TGSV ENTERPRISES INC., a Florida Corporation (hereafter referred to herein as "buyer"). RECITALS A. GERARD M. VITALE is a shareholder in good standing and holder of fifteen (15) shares of outstanding common capital stock. B. The seller desires to sell and the buyer desires to buy fifteen (15) shares of stock under the terms and conditions set forth herein. THEREFORE, in consideration of the promises mutually exchanged in this agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: AGREEMENT 1. Sale of Shares. Subject to the provisions of this agreement, the seller agrees to sell the stock to the buyer. The seller agrees to deliver the stock to the buyer at closing, with all certificates duly endorsed to the buyer and ready for transfer. The seller further agrees to execute such additional documents as the buyer deems necessary to perfect the buyer's title to the stock. 2. Purchase Price. The purchase price shall be three hundred and ninety six thousand dollars and no cents ($396,000.00) The effective date of this sale shall be January 1, 2009. 3. Payment of Purchase Price. The purchase price shall be paid as follows: Buyer shall purchase (15) shares of stock effective as of January 1, 2009. Buyer shall pay in a lump sum the purchase price of $396,000.00, on or before August 10, 2009. 4. Representations and Warranties of Buyer. The buyer makes the following representations and warranties to the seller: 4.1 Purpose of Purchase. The buyer is not purchasing corporate stock under this agreement for resale. 4.2 Origination of Transaction. The transaction contemplated by this contract was initiated by the seller rather than by any inquiry of the buyer. 4.3 Broker. No broker has been involved in the procuring of the buyer or in the negotiation of this contract. 1 WAIVER OF NOTICE AND MINUTES OF SPECIAL MEETING OF SHAREHOLDERS, DIRECTORS AND OFFICERS OF TGSV ENTERPRISES, INC. The Special Meeting of the shareholders, directors and officers of the above named corporation was called to order on August 9, 2009 by Jesus M. Gomez, the President of the above named corporation. The Secretary for the meeting, Mary V. Tatum, then called the role of the shareholders, directors, and officers of the corporation. All shareholders, directors, and officers were either in attendance at the meeting or else signed and executed the within document, indicating their waiver of notice of the meeting and their ratification of the actions taken at the meeting. The corporation's President, Jesus M. Gomez, then declared the meeting to be in compliance with Florida Law and that the purpose of the annual meeting was to address the following matters: (a) Approval of Stock Purchase Agreement After review and discussion the Stock Purchase Agreement between Gerard M. Vitale and TGSV Enterprises, Inc., in the sum of $396,000 and effective January 1, 2009, was unanimously approved after motion made and seconded. Said Stock Purchase Agreement is attached hereto and fully incorporated into the corporate record. There being no further business to come before the meeting, the President announced that the Special Meeting of Shareholders, Directors and Officers of the corporation be ADJOURNED. DATED: Augusi9, JESUS M. GOMEZ, 0 GERARD M. VITALE, Shareholder RICHARD GOMEZ, Vice -President, Shareholder ROY RODRIGUEZ, Executive Vice -President and ROY RODRIGUEZ, Trustee of the Roy Rodriguez Revocable Trust dated April 4, 1994 Shareholder ER HERMIDA, Vice -President, Shareholder MARY V. TATUM, Secretary/Treasurer, Shareholder 4.4 Prior Relationship of Seller to Corporation. The seller has been involved as officer and shareholder or the Corporation. 4.5 Prior Relationship of Buyer to Corporation. The buyer is the Corporation. 4.6 Experience of Buyer. The buyer is familiar with the reputation of the corporation in this business and is familiar with the buyer's competition. 4.7 Intrastate Transaction. The buyer and seller are residents of Florida. The corporation is a Florida corporation. All negotiations and communications relating to this transaction took place within Florida. 4.8 Power of Buyer. The buyer has full power and authority to enter into and to consummate this agreement. 5. Conditions Precedent to Buyer's Obligation. The buyer's obligation to perform under this agreement shall be subject to the satisfaction of the following conditions before or contemporaneously with closing: None 6. Governing Law. This agreement shall be governed in its enforcement, construction, and interpretation by the laws of the state of Florida. 7. Invalidity of Provisions. The unenforceability, for any reason, of any term, condition, covenant, or provision of this agreement shall neither limit nor impair the operation, enforceability, or validity of any other terms, conditions, provisions, or covenants of the agreement. 8. Good Faith Efforts. The seller and the buyer covenant to use their best efforts both before and after closing in good faith to comply with the provisions of this agreement. 9. Entire Agreement. This agreement constitutes the entire agreement of the parties and may not be amended or modified except in a writing signed by both parties. All prior understandings and agreements between the parties are merged in this agreement, which alone fully and completely expresses their understanding. 10. Successors. This agreement shall be binding on and inure to the benefit of the parties and their respective successors, assigns, and personal representatives. 11. Construction. This agreement shall not be construed against either party regardless of who is responsible for its drafting. M IN WITNESS WHEREOF, the parties have executed this agreement on the date first above stated. Witnesses as to Seller: '_. _W)Cj� (Sign) Print: A*,S 1 (Sign) Print: Witnesses as to Buyer; (Sign) Print: (Sign) � , Print: 6c\-\ �AA) SELLER: GERARD M. VITALE BUYER: TGSVENTERPRISES JESUS M. GOMEU. Presi ROY RODRIGUEZ, Executive Vice -President 3 AGREEMENTS SECTION 1 Special Provisions 1.1 It is agreed and understood among all of the Stockholders, in their capacities as such, that, unless and until they agree to the contrary: 1.1.1 The officers of the Company shall be as set forth below: a. President: Jesus M. Gomez b. Executive Vice President: Roy Rodriguez C. Vice -President: Richard M. Gomez d. Vice -President: Javier Hermida e. Secretary/Treasurer: Mary V. Tatum 1.1.2 The Company shall have two (2) or more directors, all of whom shall remain in office unless and until replaced by the majority vote of the Stockholders. The directors for year 2006 are Jesus M. Gomez, Roy Rodriguez, and Mary V. Tatum. 1. 1.3 The signature of two officers shall be sufficient to bind the Company in connection with any transaction involving any one of the Company's bank accounts. 1.2. All of the following actions shall specifically require the unanimous vote of the Board of Directors: 1.2.1 Creating, issuing, assuming or permitting to exist any indebtedness or other liability for borrowed money whether or not evidenced by notes, bonds, debentures or similar obligations. The foregoing shall not apply to open lines of credit used by the Company in the ordinary course of its business; 1.2.2 Creating, issuing or permitting to exist any encumbrance on any of the Company's assets, tangible or intangible, whether now owned or hereafter acquired; subjecting any of such assets to prior payment of any other indebtedness, whether by subordination agreement, transfer of assets, or otherwise; acquiring any property subject to mortgage, conditional sale or other title retention arrangement; selling, assigning, pledging or otherwise disposing of any accounts or notes receivable as a secured transaction. The foregoing shall not prohibit: (i) liens for taxes, governmental charges, or claims not then required to be paid; (ii) liens or other transactions incurred in the ordinary course of business in a manner historically consistent with the prior practices of the Company; 1.2.3 Selling, leasing, transferring, or otherwise disposing of all or substantially all of the Company's property and assets; Page 2 1.2.4 Arranging to prosecute, defend, settle or compromise legal actions at the expense of the Company as such may be necessary to enforce or protect the Company's interest; 1.2.5 Satisfying any judgment, decree, decision, or settlement: first, out of any insurance proceeds available therefore and next, out of Company assets and income; 1.2.6 Assuming, guaranteeing, endorsing or otherwise becoming liable for the obligations (contingent or otherwise) of any person, whether by agreement to purchase the indebtedness of such person, or by agreement to furnishing of funds through purchase of goods, supplies, or services for the purpose of payment of indebtedness of any person, or otherwise; 1.2.7 Purchasing, redeeming or otherwise acquiring for value any of its stock now or hereafter outstanding; terminating the Company's status as an S Corporation and selecting the date of termination; 1.2.8 Purchasing or otherwise acquiring any stock or obligations of, or making any loans or advances to, or investments in, any person or entity; 1.2.9 Amending the Articles of Incorporation or Bylaws, or changing the character of the Company's business; 1.2.10 Changing the number of shares of the Company's capital stock issued and outstanding; granting any option, warrant or any other right to purchase or convert any obligation into shares of the Company's capital stock; 1.2.11 Declaring any dividends or other distributions or payment in respect to the Company's stock, except with respect to distribution by an S Corporation of its profits and losses; 1.2.12 Creating any bonus, stock option, profit sharing, pension, retirement or other similar payment or arrangement; entering into any employment agreement, sales agency or other contract or arrangement with respect to the performance of personal services which is not terminable, without liability to the Company, at will; and 1.2.13 The Company: (a) admitting in writing its inability to pay debts as they mature, or making a general assignment for the benefit of, or entering into any composition or arrangement with creditors; (b) applying for, or consenting (by admission or material allegations of a petition or otherwise) to the appointment of a trustee, receiver or liquidator of the Company or of a substantial portion of its assets, or authorizing such application or consent; (c) authorizing or filing a voluntary petition in bankruptcy or applying for or consenting (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorizing such application or consent. Page 3 1.3 The requirements of Paragraph B are intended to apply to decisions of substantial importance to the Company, whether of a monetary nature or regarding Company policy. They are not intended to prevent or impede any Director, acting as an officer or employee, from performing his duties regarding the day-to-day affairs of the Company. All of the Stockholders may, from time to time and at any time, if they deem it appropriate, set forth with greater specificity the parameters regarding the requirement of unanimity of Director action outlined above.