ACTION BY UNANIMOUS WRITTEN CONSENT
THE BOARD OF DIRECTORS
Association for Analytic Learning about Islam and Muslim Societies, INC.,
a California nonprofit public benefit corporation
August 10, 2011
The undersigned, constituting the entire Board of Directors of the Association for Analytic Learning about Islam and Muslim Societies, also known by the acronym AALIMS, a California nonprofit public benefit corporation (the "Corporation"), in accordance with Section 5211 of the California Corporations Code, without the formality of convening a meeting, do hereby consent to and adopt the following resolutions. It is the undersigneds’ intent that this consent be executed in lieu of, and constitute, the first organizational meeting of the Board of Directors, which consent shall be filed by the Secretary of the Corporation with the minutes of the meetings of the Board of Directors.
ARTICLES OF INCORPORATION
WHEREAS, the Board of Directors has reviewed the Articles of Incorporation attached hereto as Exhibit A and approve of the same without modification.
RESOLVED, that the Articles of Incorporation attached hereto as Exhibit A are hereby approved.
WHEREAS, the Articles of Incorporation of the Corporation were filed with the Secretary of State of the State of California on August 10, 2011.
RESOLVED, that the Secretary of the Corporation is hereby directed to insert a certified copy of the Articles of Incorporation in the Corporation’s minute book;
RESOLVED, FURTHER, that the acts of the sole incorporator of the Corporation in forming and organizing the Corporation are hereby approved, ratified, and adopted as valid and binding acts of the Corporation; and
RESOLVED, FURTHER, that the Corporation, to the full extent permitted by law, indemnify the sole incorporator against any and all damages, costs and injury sustained in connection with the formation and organization of the Corporation.
WHEREAS, the undersigned have reviewed the bylaws [of AALIMS] and approve of the same without modification.
RESOLVED, that the bylaws [of AALIMS] are hereby approved and adopted as the bylaws of this Corporation; and
RESOLVED, FURTHER, that the Secretary of the Corporation is hereby authorized and directed to execute a certificate of the adoption of such bylaws, to insert the bylaws so certified in the minute book of this Corporation and to see that a copy of such bylaws, similarly certified, is kept at the Corporation’s principal office.
NUMBER OF DIRECTORS
WHEREAS, the undersigned desire to fix the number of directors within the limits specified by Article III, Section 3.2 of the bylaws.
RESOLVED, that the fixed number of directors of the Corporation is five (5).
ELECTION OF OFFICERS
WHEREAS, the following individuals have been proposed as the initial officers of the Corporation, and the undersigned approve of their appointment to the office designated.
RESOLVED, that the following officers are elected to the office specified before their respective names:
President: Timur Kuran
Executive Vice-President and Treasurer: Asim Khwaja
Executive Vice President: Mahmoud El-Gamal
Executive Vice President: Murat Iyigun
Secretary: Lisa Blaydes
RESOLVED FURTHER, that the Treasurer shall be the chief financial officer of the Corporation.
PRINCIPAL OFFICE LOCATION
WHEREAS, the Corporation’s principle place of business has been established.
RESOLVED, that the principle place of business of the Corporation is 616 Serra St., Encina Hall West, Room 100, Stanford, CA 94305-6044.
WHEREAS, the Board of Directors wishes to provide for the payment of organizational expenses.
RESOLVED, that any officer of the Corporation is hereby authorized and directed to pay the expenses of the incorporation and organization of the Corporation.
WHEREAS, it is necessary for the Corporation to select a fiscal year.
RESOLVED, that the fiscal year of the Corporation shall end on the 31st day of the month of December of each year.
AUTHORIZATION TO FILE APPLICATIONS
FOR TAX EXEMPTIONS
WHEREAS, the Board of Directors desire to authorize the filing of applications for tax exemptions.
RESOLVED, that any officer of the corporation is hereby authorized to take all necessary steps to execute all necessary instruments to apply for federal and California tax exemptions as a charitable nonprofit organization.
AUTHORIZATION TO ENTER INTO CONTRACTS
WHEREAS, the Board of Directors desire to enable the officers of the Corporation to enter into contracts related to the Corporation’s business.
RESOLVED, that any officer of the Corporation is hereby authorized to enter into agreements for the benefit of the Corporation, without the prior written consent of the Board of Directors, in amounts not to exceed $5,000 in the aggregate for any single transaction or series of related transactions.
WHEREAS, the directors wish to adopt the cash method of accounting.
RESOLVED, that the Corporation shall use the cash method of accounting for all tax reporting requirements unless required otherwise by law.
WHEREAS, the undersigned desire that the Treasurer establish such bank accounts as he deems appropriate.
RESOLVED, that the Treasurer is hereby authorized to open bank accounts as necessary for the Corporation, requiring one signature of any officer for withdrawals, with such signatories as he deems appropriate, and that any required resolution establishing the selected bank as the depository is hereby adopted.
NONPROFIT MAILING PERMIT
WHEREAS, the Corporation should obtain a nonprofit mailing permit.
RESOLVED, that the officers of the Corporation and each of them are authorized and directed to make such filings and applications as necessary to secure a nonprofit mailing permit for the Corporation.
AGENT FOR SERVICE OF PROCESS
WHEREAS, the corporation is required by statute to designate an agent for service of process in the State of California; and
WHEREAS, Lisa Blaydes has been designated as that agent in the corporation’s Articles filed with the Secretary of State.
RESOLVED, that Lisa Blaydes, a resident of California, whose address is 616 Serra St., Encina Hall West, Room 100, Stanford, CA 94305-6044, is appointed as the corporation’s agent for service of process in California as required by Section 6210 of the California Corporations Code.
RESOLVED, that any and all actions heretofore or hereafter taken by the officers or directors of the Corporation within the terms of any of the foregoing resolutions are hereby ratified and confirmed as the act and deed of the Corporation; and
RESOLVED FURTHER, that each of the officers and directors of the Corporation is hereby authorized and directed to execute and deliver any and all documents and to take such other action as he or she deems necessary, advisable, or appropriate to carry out the purposes and intent, but within the limitations, of the foregoing resolutions.