HomeMy WebLinkAboutPROOF OF OWNERSHIP - 21-00170 - Oxford - Approx. 459 W Main - Rezonebeta■ y '3 r'v, K UpCi aGi'v.a3, LLU
Vrgauizatiunal MembUj s' McUtiug by Ke3alutiQu
The organizational meeting of the Members of Henry's Fork Operations, LLC, a Wyoming
limited liability company <<he "Company")-_ was held by the unanimous consent resolution of
the Members. The following Members are the initial Members of the Company at the time
of this Organizational Members' Meeting by Resolution, and each of whom participated in
these resolutions:
SFI LC
Teton Management Consultants, Manager
By: Mark LaJohn_ President
PO Box 489
racxson, wyoming a.150 t
Colter Bay Resot-ts LLC
By: James R. Maxwell, Managing Member
PO Box 4601
Jackson, Wyoming 83001
Whereas, the Members of the Company acknowledged that the Company was funned on
ivtarcR 5, /-0i.�, when the Company's Articles of Organization were fled with the wyoming
Secretary of State.
witereas_ the members have reviewed the proposed operating Agreement of the Company,
which Operating Agreement shall govern the relationships between the Members, and
Otherwise provide for the efficient administration and governance of the Company.
Whereas, the Members reviewed the options for the Company's federal tax structure with the
Company's tax and legal advisers.
Whereas, the Members have also reviewed the uptiuris fur managing the Company and
Raving oetermineu inat it wouin Be most emcient for the Company to oe manages Dy its
Managers.
` i...e..s the ivhmners nave rev:ewea certain real estate ;l.vesirmcros Y.itnirn the sue or
Idaho as appropriate development opportunities for the Company.
wo;-, rh. ,. jo.Lw, :.. Vorn,:ae.-.t:orn of iffe rvrebol..b, tRe ivlem..be.-s 13o her.--b.,unwnimowsl,
resolve with one another as follows:
1 J 1 ne Company's Articles of Organization snall Be places in a corporate 000K
which shall be the repository for all of the Company's documents of governance and other
official records:
2) The Operating Agreement be, and hereby is, adopted as the Company's
document of bovernance, and shall be maintained in the corporate book;
3) The following individuals will serve as the Managers of the Company until
such time as they are removed, resign, become deceased or otherwise incapacitated, and all
as more particularly provided by the Operating Agreement:
Mark LaJohn James R. Maxwell
4) As the Company's Managers_ either of Mark LaJohn or James R. Maxwell_
actin, alone without the concurrence or joinder of the other being required, will have the
authority to take all actions, in fol therance of the Company's purposes_ as enumerated under
thu W,omin, Limited Liability Com.any Act, W,o. Stat. 93 17-29-101 et seq., as amended,
and the Operating Agreement, and as shall be necessary to conduct the day to day operations
H"..,P'.. P.v,Ar Up. t LLC
Vrg.inizationat juenwers' 07eeting Dy Kesoinuois
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and busines. or d -,e Company, unless such actions are expressty .,servea to the iviemoers
under the Wyoming Limited Liability Company Act_ Wyo. Stat. §§ 17-29-101 el seq., as
amended, or uIe oFeratinb Abreement;
S) As the Company's Managers, either of Mark LaJohn or James R. Maxwell,
actin., uto..e wimout the conoerrance or winder of the other De:ag requireix, have the
authority to open bank accounts in the Company's name deposit Company funds in its
desibnated accounts, execute drafts, checks and wire transfe.:nsE..csions on Denair or use
Company_ and otherwise manage the financial affairs of the Company;
6) As the Company's Managers, either of Mark U.Jonn or .iu... es it. ML-7;veil,
acting alone without the concurrence or joinder of the other being required, are granted the
authority to file a statement of authority with the Wyoming Secretary of State, as
contemplated by Wyo. Stat. § j7-29-302, for purposes of clarifying their ability to enter into
transactions on behalf of, or to otherwise act for or bind, the Company;
7) The Company will be taxed as a partnership under federal tax laws. The
Company's Managers shall promptly endeavor to complete and submit federal form SS -4 in
o:uer to obtain a federal taxpayer identification number for the Company_
g) The Company's Managers shall complete Schedule A to the Company's
Operating agreement; detailing the current Members of the Company and their respective
interests in the Company, with such Schedule A kept up to date and maintained in the
corporate Doox:
9) The Company's Managers shall endeavor to register the Company to transact
busine.., .,;tn:.. u.e Jtate of nano:
10) The Company's Managers shall review certain real estate investment and
State of Idaho, and are funkier directed to acquire said
develo1,;..e;.t t7,.,A7A-....t:es wiuiin the
real estate on commercially reasonable terms and conditions; and
t 1) i ne.e aesatutions snail take effect on the date when first signed by a Member
of the Company provided that they are signed by all Members of the Company in one
oribinal or mmul it ow..te.t,ar(s wi—scanned or facsimile signatures having the same effect
as originals.
First dated tr:, ivi—en 1.57 o 1.3. �1
art n,C, tvtern6
Teton Management Consultants, Manaber
tsy: IviarK Larohn, rresident
B.,: James R. Maxwell, Mcnar;inb Member
,rrenry-s rarm Vperations, t..i,
organizational Members' Meefing by Resolution
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