organizational minutes

8/13/2019 Organizational Minutes

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Organizational Minutes – J.TACC , LLC of 3

UNANIMOUS WRITTEN CONSENT IN LIEU OFORGANIZATIONAL MEETING OF MEMBERS OF

J.TACC, LLC A LIMITED LIABILITY COMPANY

The undersigned, being the Member named in J.TACC, LLC 's (hereinafter the "Company")Certificate of Formation filed with the Secretary of State of Texas, hereby adopts the followingresolutions in lieu of an organizational meeting of the Members.

CERTIFICATE OF FORMATION

RESOLVED , that the acknowledgment of filing issued by the Secretary of State ofTexas, and the certified copy of the Certificate of Formation filed on 2/12/2014 , are accepted andapproved in all respects; and same shall be placed in the Company record book.

COMPANY AGREEMENT

RESOLVED , that the form of the company agreement for regulating and managingCompany affairs submitted to the undersigned is approved and adopted as the CompanyAgreement of the Company.

RESOLVED , that the Member shall place the Company Agreement in the Companyrecord book, and maintain a copy of the Company Agreement at the Company's principal office.

PRINCIPAL OFFICE

RESOLVED , that the Company's principal office be established and maintained at17503 La Cantera Parkway, Ste 104, San Antonio, Texas 78257 , and that meetings of theMember from time to time may be held either at the Company's principal office or at such other

place as the Member may select.

MEMBERSHIP INTEREST CERTIFICATES

RESOLVED , that the specimen membership interest certificate proposed for use as theCompany's certificate for membership interest is adopted as the Company's form of MembershipInterest Certificate; and

RESOLVED FURTHER , that the specimen Membership Interest Certificate beappended to the minutes of the meeting.

COMPANY RECORD BOOK

RESOLVED , that the Company shall maintain and authenticate in the Company record book the appropriate business records, including but not limited to originals, copies or certifiedcopies of the Company's Certificate of Formation, the Acknowledgment of Filing, the CompanyAgreement, the Membership Interest transfer ledger, minutes of the meetings and of other

proceedings of the Member, and any committee established by the Member; and




RESOLVED FURTHER , that the Member is to maintain in the Company record bookrecords pertaining to the issuance and transfer of Membership Interest in the MembershipInterest Certificate stubs and Membership Interest transfer ledger respectively.

MEMBERSHIP INTEREST ISSUED

RESOLVED , that the Member is authorized to issue from time to time authorizedMembership Interests of the Company for money paid, labor done, promissory note, or personal

property or real estate or leases thereof actually acquired and upon such terms as the Member inhis discretion may determine; and

RESOLVED FURTHER , than an offer be issued to the following to purchase onehundred percent (100%) of the Membership Interest of the Company in the percentages and forthe consideration indicated opposite each name:

Member’s Name Member’s Interest Consideration

Andy Gorham 60% $40,000Cory PowellAmiriz MunozCody ThomasTrent BarleyJordan Rhone

8%8%8%8%8%

ServicesServicesServicesServicesServices

RESOLVED , that the Member is authorized to issue additional Membership Interest toappropriately qualified purchasers.

COMMENCING BUSINESS

RESOLVED , that consideration has been received for the issuance of MembershipInterest, and that the Company consequently is able to commence and transact business and toincur indebtedness.

ORGANIZATIONAL EXPENSES

RESOLVED , that the Member is authorized to pay all charges and expenses incident toor arising out of the organization of and to reimburse any person who has made anydisbursement therefore.

BANK ACCOUNT

RESOLVED , that the Member is authorized to open a bank account on the Company's behalf with any banks the Member deems appropriate.

LICENSES AND PERMITS

RESOLVED , that the Member is directed to obtain in the Company's name such otherlicenses and tax permits as may be required for the conduct of Company business by any federal,state, county, or municipal governmental statute, ordinance, or regulations, and are directed and




authorized to do all things necessary or convenient to qualify to transact Company business incompliance with the laws and regulations of any appropriate federal, state, or municipalgovernmental authority.

OTHER STATES

RESOLVED , that for the purpose of authorizing the Company to do business in anystate, territory or dependency of the United States or any foreign country in which it is necessaryor expedient for the Company to transact business, the Member is hereby authorized to appointand substitute all necessary agents or attorneys for service of process, to designate and changethe location of all necessary statutory offices and to make and file all necessary certificates,reports, powers of attorney and other instruments as may be required by the laws of such state,territory, dependency or country to authorize the Company to transact business therein.

FISCAL YEAR

RESOLVED , that the Company fiscal year shall begin on January 1, and end onDecember 31, subject to change by resolution, as appropriate, at the discretion of the Member.

CARRY ON BUSINESS

RESOLVED , that the signing of these minutes shall constitute full consent,confirmation, ratification, adoption and approval of the holding of the above meeting, the actionshereby taken, the resolutions herein adopted and waiver of notice of the meeting by thesignatories.

Effective Date: 2/12/2014

Amiriz Munoz, Member

Andy Gorham, Member

A true copy of each of the following papers referred to in the foregoing minutes is included inthe company book: Specimen Membership Interest Certificate

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