CONGREGATIONAL FOUNDATION, INC.

CONSENT ACTION OF DIRECTORS

NAMED IN ARTICLES OF INCORPORATION

 

 

            We are all of the initial directors named in the Articles of Incorporation of Congregational Foundation, Inc., a Wisconsin corporation, the legal existence of which began on April  ____, 2003 upon the filing of its Articles of Incorporation in the office of the Wisconsin Department of Financial Institutions as required by law and we hereby consent to and approve the adoption of the following resolutions with the same effect as though adopted by unanimous vote by an initial meeting of the Board of Directors of said corporation duly called and held.

 

            RESOLVED that:

 

            l.          The actions of Ann M. Rieger as incorporator in executing and filing the Articles of Incorporation of this corporation and in naming therein the initial directors of this corporation are hereby ratified, approved and confirmed.

 

            2.         The attached bylaws of the corporation, endorsed "Approved, April  ____, 2003,  Secretary," are hereby approved and adopted:

 

            3.         The Secretary is directed to insert the Articles of Incorporation and  Bylaws in the minute book preceding these resolutions.

 

            4.         The following are hereby elected as the officers of this corporation to serve until the first annual meeting of the Board of Directors and until their respective successors are elected:

 

President                                            Robert T. Carlson

Vice President                                    Grant Stannard

Secretary                                            Bruce Rothmann

Treasurer                                           Harold Frentz

 

 

5.         The corporation shall pay all legal and other expenses incurred in connection with its incorporation.

 

            6.         The Treasurer is hereby authorized on behalf of the corporation to open such bank checking account or accounts with Johnson Bank, Racine, Wisconsin as he may deem necessary or advisable; the authorized signers of checks or withdrawal orders in connection with any such account shall be any of the persons whose names and signatures shall have been certified to such bank from time to time by the Secretary of the corporation as authorized by the Board of Directors; and any such bank shall be fully protected in relying on any such certification by the Secretary until it shall have received written notice of change in such office or in such signing authority.

 

7.         If such depository bank shall require a depository resolution in any form different from but generally consistent with the foregoing, such other depository resolution shall be deemed to have been duly approved and adopted hereby and may be so certified by the Secretary whenever approved by the Secretary and copy thereof inserted in the minute book on pages immediately following these resolutions.

 

9.                  The fiscal year of the corporation shall end on March 31st of each year.

 

10.       Corporation's officers are hereby authorized and directed to cause the Corporation to apply for employer identification numbers from the Internal Revenue Service and the Wisconsin Department of Revenue, as well as any other identification numbers, permits or licenses such officers deem necessary or appropriate.

 

11.       The Corporation's officers are hereby authorized and directed to cause the Corporation  to prepare or cause to be prepared such applications and other documents and materials as shall be necessary for the Corporation to apply for recognition by the Internal Revenue Service as an entity exempt from taxation under Sec. 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and to execute and file all such applications and other documents with IRS, and to take any and all such other actions as may be necessary or appropriate for the Corporation to obtain recognition as an entity exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.

           

12.       The Corporation's officers are hereby authorized and directed to cause the corporation to prepare or cause to be prepared such applications and other documents and materials, and to take any and all other actions, as shall be necessary for the Corporation to obtain authority from the Wisconsin Department of Regulation and Licensing (“WDRL”) and/or such other applicable governmental agencies or authorities, to conduct fundraising activities in the State of Wisconsin and such other states as may be appropriate or advisable.

 

 

Dated and effective April  ____, 2003. 

 

 

                                                                        ______________________________

                                                                        Robert T. Carlson, Director

 

 

                                                                        ______________________________

                                                                        Grant Stannard, Director

 

 

                                                                        ______________________________

                                                                        Harold Frentz, Director

 

 

                                                                        ______________________________

                                                                        Bruce Rothmann, Director

 

 

                                                                        ______________________________

                                                                        Carolyn Sundquist, Director

 

 

                                                                        ______________________________

                                                                        Donald Bentley, Director

 

 

                                                                        ______________________________

                                                                        Susan Carter, Director

 

 

 

 

 

N:\DOCS\03090\20892\AMR1878.DOC