MINUTES OF CORPORATE AFFAIRS OFDILEWIS GLOBAL HOLDINGS COMPANY
WAIVER OF NOTICE OF THE FIRST MEETING OF INCORPORATORS
OF
DILEWIS GLOBAL HOLDINGS COMPANY
We, the undersigned, being all of the Incorporators named in the Articles of Incorporation of, Dilewis Global Holdings Company, do hereby waive all notice of the first meeting of Incorporators of said corporation, and do hereby agree and consent that the 17 March, 2009, at 5:00 PM, be and the same hereby fixed as the time and the office at the address of the principal office of corporation XXX SW XX Street, Suite 1, Miami, Florida as the place for holding the same; and that such business may be transacted thereat as may lawfully come before said meeting.
Dated: 17 March 2009
______________________________________
Octavio Dilewis, Incorporator
MINUTES OF THE FIRST MEETING OF INCORPORATORS
OF
DILEWIS GLOBAL HOLDINGS COMPANY
Held at the address of the principal office of this Corporation, on the 17 March 2009, at 5:00 PM, Octavio Dilewis an Incorporator listed in the Articles of Incorporation of this corporation called the meeting to order.
On motion duly made, seconded and carried, Octavio Dilewis was elected Chairman of the meeting, and Octavio Dilewis Secretary thereof.
The Chairman and Secretary accepted their respective offices, and proceeded with the discharge of their duties.
The following, being all of the Incorporators to the Articles of Incorporation were present in person:
NAME & ADDRESS
Octavio Dilewis
The address of the principal office of the corporation
A written waiver of notice of the time and place of holding the present meeting, signedby all of the Incorporators of this corporation was then presented and read by the Secretary, and the same was ordered filed and spread at length upon the minutes.
The Secretary then presented and read to the meeting a copy of the Articles of Incorporation of the corporation and reported that on the 16 day of March 2009, the original thereof was filed electronically in the office of the Secretary of State; that the filing fees and taxes have been paid, and on motion duly made and carried, it was
RESOLVED, that said report be accepted as correct and the Secretary is directed to spread a copy of said Articles of Incorporation and receipt at length upon the minutes.
The Incorporators then tendered their resignation as Directors and Officers of the corporation named in its Articles of Incorporation, effective immediately upon the adjournment of this meeting, and upon motion duly made, seconded and unanimously adopted, said resignations were accepted and ordered spread upon the minutes.
Upon motion duly made, seconded and unanimously carried, it was
RESOLVED that this corporation shall have a board of directors consisting of one member.
Upon motion duly made, seconded and unanimously carried, the following named person was elected as Director of the corporation to serve until his successors are duly appointed or elected and qualified, under the rules of the Perpetual Family Trust (attached to the Corporate Records of this corporation):
Octavio Dilewis
A discussion was held among the Incorporators pursuant to Florida Statute 199.057, relative to the merits of the Corporation paying the annual intangible tax on all classes of its stock, as agents for its Shareholders holding such stock.
Upon motion duly made, seconded and carried, it was,
RESOLVED, that in accordance with Florida Statute 199.057, every Corporation qualified to do business in Florida may elect each year to pay the annual intangible tax on any class of its stock as agent for its Florida stockholders holding such stock, therefore this Corporation may elect annually on or before March 1 of each and every year whether or not to pay the intangible tax on behalf of its Florida stockholders. The Directors of the Corporation are hereby instructed to give notice to the Corporation's Florida Shareholders of the foregoing.
The Chairman then reported that Octavio Dilewis's service had been requested to form the Corporation.
Upon motion duly made, seconded and unanimously carried, it was
RESOLVED that the Treasurer was directed to pay from the Corporate funds, the total expenses of organizing the Corporation.
Upon motion duly made, seconded and unanimously carried, it was
RESOLVED that Octavio Dilewis shall be appointed treasurer of this Corporation for the purpose of completing and submitting to the Internal Revenue Service form SS-4, Application for Employer Identification Number, as well as if needed, completing and submitting to the Florida Department of Revenue Form DR-1, Application for Florida Sales and Use Tax.
Upon motion duly made, seconded and unanimously carried, it was
RESOLVED that the above-named director of this corporation be promptly notified of his election and request to meet at his earliest opportunity after the adjournment of this meeting to elect the officers of the corporation and to take such action as may be deemed necessary to complete the organization of the corporation.
Upon motion duly made, seconded and unanimously carried, it was
RESOLVED that the board of directors be and they are hereby authorized, under the rules of the Perpetual Family Trust set forth above, to issue all of the unsubscribed capital stock of this corporation at such time and in such amounts as shall be determined by the board, and to accept in payment thereof money, labor done, labor for future services, or such property as the board of directors may determine may be necessary of the use and lawful purposes of the corporation.
The Chairman then submitted for the consideration of the meeting a set of proposed By-laws and stated that the same had been prepared by Octavio Dilewis for the corporation under the condition that such By-laws do not establish any rule that provide a sense and / or objective different to such stated in the rules of Perpetual Family Trust set forth above.
The same were then taken up, read and considered, clause by clause, and adopted as the By-laws of the corporation under the condition that each clause must be in accordance with and subordinated to the rules of Perpetual Family Trust set forth above.
On motion duly made, seconded and unanimously carried, the Secretary was directed to append the said By-laws at length in the minute book.
There being no further business before the meeting, the same was, on motion, duly adjourned.
Dated: 17 March 2009
______________________________________
Octavio Dilewis, Secretary
ASSIGNMENT OF INCORPORATORS'S INTEREST
I hereby assign to:
Octavio Dilewis
under the rules of Perpetual Family Trust set forth above, all my rights, title and interest as an incorporator of Dilewis Global Holdings Company, a corporation organized under the laws of the State of Florida.
EXECUTED this 17 March 2009
_________________________________________
Octavio Dilewis
MINUTES OF ORGANIZATION MEETING OF DIRECTORS
OF
DILEWIS GLOBAL HOLDINGS COMPANY
The Organization Meeting of the Board of Directors was held at the principal office of this corporation at the address set forth above on the 17 March 2009 at 6:00 PM.
The following were present:
Octavio Dilewis
being a quorum and all of the Directors of the corporation.
Octavio Dilewis was nominated and elected temporary chairman and acted as such until relieved by the president. Octavio Dilewis was nominated an elected secretary, and acted as such until relieved by the permanent secretary.
The secretary, then presented and read to the meeting a copy of the Articles of Incorporation of the corporation and reported that on the 16 day of March 2009, the original thereof was duly filed electronically in the office of the Secretary of State of the State of Florida.
Upon motion duly made, seconded and carried, said report was adopted and the secretary was directed to append to these minutes a copy of the Articles of Incorporation.
The secretary presented and read the Minutes of the First Meeting of Incorporators of
the Corporation.
Upon motion duly made, seconded and carried, said the Minutes of the First Meeting of Incorporators of the Corporation were in all respects ratified, confirmed and approved as adopted by the Incorporator(s) and the Secretary was directed to file these among the Corporation's records.
The following were duly nominated and, a vote having been taken, were unanimously elected officers of the corporation to serve until their successors are elected and qualified, under the rules of Perpetual Family Trust set forth above:
President: Octavio Dilewis
Secretary: Octavio Dilewis
Treasurer: Octavio Dilewis
The president and secretary thereupon assumed their respective offices in place and stead of the temporary chairman and the temporary secretary.
The president presented and read, article by article, the proposed By-laws for the conduct and regulation of the business and affairs of the corporation as prepared by Octavio Dilewis for the corporation.
Upon motion duly made, seconded and carried, they were adopted and in all respects, ratified, confirmed and approved, as adopted, as and for the By-laws of this corporation, under the condition that such By-laws or a part of such By-laws can not supersede in any manner, the rules established by Perpetual Family Trust set forth above.
The secretary was directed to cause them to be inserted in the minute book of the corporation.
Upon motion duly made, seconded and carried, it was
RESOLVED that the seal now presented at this meeting, an impression of which is directed to be made in the margin of the minutes book, be and the same hereby is adopted as the seal of this corporation, and further
RESOLVED that the president and treasurer be and they hereby are authorized to issue certificates for shares, under the rules of Perpetual Family Trust set forth above and in the form as may be submitted by the Board of Directors and appended to the minutes of the meeting, and further
Upon motion duly made, seconded and carried, it was
RESOLVED that the president, the treasurer or any person appointed by the president is authorized to open and to manage bank accounts, investment accounts or any type of accounts on behalf of the corporation with a resolution for that purpose made and signed by the president or by the Board of Directors, or in the printed form of a bank, brokerage firm or other financial institution, duly signed by the president or the Board of Directors, was adopted and was ordered appended to the minutes of this meeting.
Upon motion duly made, seconded and carried, it was
RESOLVED that the president be and hereby is authorized to designate the principal office of the corporation in the State of Florida as the office for service of process upon the corporation and designate such agent or agents for the service of process as the president may deem advisable from time to time, and to file with the Secretary of State, immediately and thereafter as required, the appropriate certificates designating the office of and agent or agents for service of process on this corporation.
Upon motion duly made, seconded and carried, it was
RESOLVED that the Perpetual Family Trust set forth above will be the owner of the totality of the shares of stock of this corporation, under the rules of such Perpetual Family Trust. The list of the members of Perpetual Family Trust is as set forth in Section 2(a) and 2(b) of REGLAS DEL FIDEICOMISO FAMILIAR (RULES OF THE FAMILY TRUST) of Perpetual Family Trust set forth above. As stated under the rules of Perpetual Family Trust all the shares of stock of this corporation will be under the custody of Octavio Dilewis or under the custody of the Board of Directors. It was adopted and was ordered appended to the minutes of this meeting.
FURTHER RESOLVED, that the signing of these minutes shall constitute full ratification thereof and Waiver of Notice of the meeting by the signatories.
There being no further business before the meeting, on motion duly made, seconded and carried, the meeting was adjourned.
DATED: 17 March 2009
_________________________________________
Octavio Dilewis, Secretary
_________________________________________
Octavio Dilewis, Chairman
A true copy of each of the following papers referred to in the foregoing minutes is appended hereto:
Articles of Incorporation
Perpetual Family Trust
By-laws