Unanimous Written Consent of Board of Directors in lieu of organization meeting •
UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS OF
COPPELL PUBLIC LIBRARY FOUNDATION, INC.
IN LIEU OF ORGANIZATIONAL MEETING
The undersigned, being all of the members of the initial Board of Directors of Coppell Public
Library Foundation, Inc. named in the Corporation's Articles of Incorporation filed with the
Secretary of State of Texas, pursuant to Article 1396-9.10. of the Texas Non-Profit Corporation
Act, adopt the following resolutions in lieu of holding an Organizational Meeting of the Board of
Directors.
ARTICLES OF INCORPORATION
RESOLVED, that the Certificate of Incorporation issued by the Secretary of State of Texas and
the certified copy of the Articles of Incorporation of the Corporation filed with the Secretary of
State of Texas are approved; and the Secretary of the Corporation is instructed to place same in
the minute book of the Corporation.
BYLAWS
RESOLVED, that the Bylaws submitted to the undersigned are approved and adopted as the
Bylaws of the Corporation and the Secretary of the Corporation is instructed to place same or a
certified copy thereof in the minute book of the Corporation.
PRINCIPAL OFFICE
RESOLVED, that the Corporation's principal office be located and maintained at William T.
Cozby Public Library, 177 N. Heartz Rd., P.O. Box 9478, Coppell, Texas 75019, and that
meetings of the Board of Directors from time to time may be held either at the principal office or
at such other place as the board of directors shall from time to time order.
MINUTE BOOK AND CORPORATE RECORDS
RESOLVED, that the corporate record book is adopted as the record book of the corporation,
and further,
RESOLVED, that the Corporation maintain appropriate corporate records in the corporate record
book, including but not limited to originals, copies or certified copies of the Corporation's
original and any amended, corrected or restated, Certificate of Incorporation, Articles of
Incorporation,Bylaws,minutes of meetings, and written consents.
UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS OF COPPELL PUBLIC LIBRARY
FOUNDATION,INC.IN LIEU OF ORGANIZATIONAL MEETING-Page 1
OFFICERS
RESOLVED, that the following persons are elected to the offices set forth opposite their names
to serve as such at the pleasure of the Board of Directors or pursuant to the terms of any written
employment agreement executed by the Corporation and the respective officer:
Office Name
President Thomas E. Trahan
Secretary Melissa Hall
BANK ACCOUNT
RESOLVED, that the Corporation establish in its name one or more accounts with one or more
financial institutions on such terms and conditions as may be agreed with said financial
institutions, and that the officers of the Corporation are authorized to execute any resolutions
required by said financial institutions for such accounts and to designate the person or persons
authorized to write checks on such accounts on behalf of the Corporation.
ORGANIZATIONAL COSTS
RESOLVED,that the attorney's fees, filing fees and other expenses and charges incurred and
that may be incurred by the Corporation or persons acting on behalf of the Corporation in
connection with the formation of the Corporation are reasonable and shall be paid or reimbursed
by the Corporation.
UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS OF COPPELL PUBLIC LIBRARY
FOUNDATION,INC.IN LIEU OF ORGANIZATIONAL MEETING-Page 2
FURTHER INSTRUCTIONS TO OFFICERS
RESOLVED, that the officers of the Corporation are authorized to do all things and take all
action necessary and helpful to carry out the above resolutions and all acts of the officers and any
persons acting for the Corporation which are consistent with the above resolutions are ratified
and adopted as the acts of the Corporation.
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DATE: January if �J , 2006
Thomas E. Trahan
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K thleen Metz Edwards
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Melissa Hall
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UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS OF COPPELL PUBLIC LIBRARY
FOUNDATION,INC.IN LIEU OF ORGANIZATIONAL MEETING-Page 3