ACTION IN LIEU OF AN ORGANIZATIONAL MEETING
OF THE DIRECTORS OF EPICODUS, INC.
The initial director of Epicodus, Inc., an Oregon corporation (the “Corporation”), hereby records the following actions taken without notice or formal meeting:
The Board of Directors hereby appoints the following persons to serve in the following capacities as officers of the Corporation for the upcoming year (and shall serve until their successor is elected):
Michael Kaiser-Nyman President
Michael Kaiser-Nyman Secretary
Michael Kaiser-Nyman Treasurer
The Board of Directors hereby ratifies the amendment to the Articles of Incorporation increasing the number of authorized shares to 100,000.
The corporate Bylaws are hereby approved and the Secretary is instructed to sign the Bylaws and include them in the Corporation’s minute book.
The Board of Directors ratified and approved the issuance of 1,000 shares of stock of the Corporation’s shares to Michael Kaiser-Nyman.
Upon advice obtained from the Corporation’s accountant, the Board of Directors resolved that the accounting period of this Corporation shall end on the 31st of December of each year.
The following resolutions are hereby adopted by the Board of Directors:
AUTHORIZATION OF TREASURER TO OPEN AND USE ACCOUNTS
The treasurer of the Corporation is authorized to select one or more banks, trust companies, brokerage companies, or other depositories, and to establish financial accounts in the name of this Corporation. The treasurer and other persons designated by the treasurer are authorized to deposit corporate funds in these accounts. However, only the treasurer is authorized to withdraw funds from these accounts on behalf of the Corporation.
The treasurer is further authorized to sign appropriate account authorization forms as may be required by financial institutions to establish and maintain corporate accounts. The treasurer shall submit a copy of any completed account authorization forms to the secretary of the Corporation, who shall attach the forms to this resolution and place them in the corporate records book.
S CORPORATION TAX ELECTION
The Board of Directors considered the advantages of electing S Corporation tax status for the Corporation under Section 1362 of the Internal Revenue Code. After discussion, which included a report from the treasurer that the Corporation’s accountant had been consulted and concurred with the board’s decision, it was agreed that the Corporation shall elect S Corporation tax status with the IRS.
It was further agreed that the treasurer of the Corporation be delegated the task of preparing and filing IRS Form 2553 and any other required forms in a timely manner so that the S Corporation tax election will be effective starting with the 2013 tax year of the Corporation. The treasurer was further instructed to have all shareholders and their spouses (as applicable) sign the shareholder consent portion of the IRS form.
The Board of Directors of the Company has executed this memorandum effective July 9, 2013 to record the actions taken without a formal meeting for the purpose of waiving the requirements of a formal meeting.