Staff Initial In-Charge
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Southwest Office Products, Inc. Minutes of Board of Directors Meeting Date: January 2, 2008 Present: Mike Sanchez, Attorney at Law Ronnie Lee Daniel de la Cruz Mike Sanchez, Attorney at Law presented the incorporators with the articles of incorporation for their consideration and signature. The incorporators signed the articles of incorporation and directed Mr. Sanchez to file the documents with the secretary of state. The incorporators agreed to purchase in cash 1,000 shares of $10 par value common stock each for $25,000. A motion was passed electing the corporate officers for the first year. The following are the officers of the corporation for 2008. Daniel de la Cruz, President Ronnie Lee, Secretary/Treasurer Ronnie Lee agreed to loan the corporation $75,000 for a period of five years to provide the necessary working capital. The terms include annual interest payments 8% on December 31 each year. Mr. Sanchez presented the promissory note evidencing this loan. A motion passed authorizing the corporation to borrow the funds from Ronnie Lee and authorizing the officers to sign the promissory note. A copy of the promissory note is attached to these minutes. A motion was passed setting officer salaries for the first year of operations. The maximum officer salaries for 2008 are set as follows: Daniel de la Cruz Ronnie Lee $60,000 $60,000
A motion was passed authorizing the corporate officers to purchase two deliver vehicles from Expressway Ford for approximately $95,000 and to sign a five-year note at 9% interest to finance 80% of the purchase price. A copy of the amortization schedule is attached to these minutes. A motion was passed authorizing the corporate officers to purchase office equipment for approximately $4,000 in cash. Ronnie Lee announced that he had negotiated a $100,000 line of credit at an annual interest rate of 6% with the Bank of the West. Interest is due on the 10th day of each month for the
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Initial Staff In-Charge
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outstanding balance as of the end of the previous month. A motion was passed authorizing the corporate officers to draw on the line credit of as needed to finance daily operations. There being no further business to conduct the meeting was adjourned. RonnieLee Secretary/Treasurer
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Initial Staff In-Charge
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Articles of Incorporation
Article 1-Corporate Name The name of the corporation is Southwest Office Products, Inc. Article 2-Registered Agent and Registered Office Ronnie Lee, an individual resident of the State of Texas is the initial registered agent. The business address of the registered agent and the registered office address are: 1400 North Mesa El Paso, Texas 79902 Article 3-Directors The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are set forth below: Ronnie Lee 1400 North Mesa El Paso, Texas 79902 Daniel de la Cruz 1400 North Mesa El Paso, Texas 79902 Article 4-Authorized Shares The total number of shares the corporation is authorized to issue is 100,000 shares and the par value of each of the authorized shares is $1 per share. Article 5-Initial Capitalization The corporation will not commence business until it has received for the issuance of its shares consideration as follows: Ro...