ACTION BY UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING OF THE OARD OF DIRECTORS OF THE FRIENDS OF JEWISH DOKSHITSY, INC.
The undersigned have agreed to create “The Friends of Jewish Dokshitsy” (the Corporation) to perpetuate the memory of the Jewish residents of Dokshitsy, Parafianov, and nearby villages in Belarus by preserving the remnants of the Jewish cemetery in Dokshitsy, Belarus, and engaging in other activities that will perpetuate their memory, and have agreed to serve as initial directors. In lieu of an organizational meeting, the undersigned hereby adopt the following resolutions by unanimous written consent.
NOW, THEREFORE, BE IT:
RESOLVED, that the Bylaws in the form attached hereto are hereby adopted as the Bylaws of the Corporation;
RESOLVED FURTHER, that a corporate seal setting forth the name of the Corporation and the year and jurisdiction of incorporation is hereby adopted as the seal of the Corporation;
RESOLVED FURTHER, that Aaron Ginsberg is hereby elected President of the Corporation, Aaron Ginsberg is hereby elected Treasurer of the Corporation, and Richard Fein is hereby elected Clerk of the Corporation, each such person to serve as such until his or her respective successor is elected and qualified, or until his or her earlier resignation or removal;
RESOLVED FURTHER, that the officers of the Corporation are hereby authorized and instructed to pay all of the organizational expenses of the Corporation;
RESOLVED FURTHER, that the Corporation may open accounts with such banks as may be determined from time to time by the President or the Treasurer of the Corporation; and such persons shall be authorized to execute checks and other instruments drawn on any such accounts in person or by facsimile and to endorse instruments to be deposited therein as may be designated from time to time by a written instrument signed by the President or the Treasurer; and the standard forms of banking resolutions ordinarily used by each such bank are hereby adopted and incorporated herein by reference, and any officer of the Corporation is hereby authorized to certify to the due adoption thereof;
RESOLVED FURTHER, that the officers of the Corporation are authorized and directed to execute such other documents and take such further actions as may be necessary or advisable to carry out the purposes of the foregoing resolutions, including the filing of this Unanimous Written Consent with the records of the meetings of the directors of the Corporation.
RESOLVED FURTHUR, that the undersigned have reviewed and approve of the Articles of Organization and direct Aaron Ginsburg to file them with the Secretary of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the undersigned have executed this Action by Unanimous Written Consent in Lieu of Organizational Meeting of the Board of Directors of The Friends of Jewish Dokshitsy, Inc., as of September 15, 2006.