Resolution 2004-10-05.bmh.1: Permanent Legal Address

October 5th, 2004

This resolution was adopted by the Board of Directors of SPI at their meeting of October 5, 2004.

Whereas

  1. New York State requires corporations to appoint a registered agent in the state where the company is formed. The registered agent is responsible for receiving important legal and tax documents including: notice of litigation (service of process), franchise tax forms and annual report forms.

  2. SPI's information on file with the State of New York is currently out of date and must be updated immediately. Rather than use the address of a board member living in New York State, the board would be well served to look for a permanent solution not dependent on any single member.

It is resolved that

  1. The Board authorizes Benjamin Mako Hill to hire Corporation Services Company, Business Filings or another suitable corporation, at Hill's discretion, to provide a registered office in the State of New York for the next calendar year.

  2. Additionally, the Board authorizes an amendment or restatement of SPI's certificate of incorporation recognizing:

    1. The change in the location of the Company's registered office to the address designated by the provider of registered office services;
    2. The appointment of CSC or Business Filings as a registered agent of SPI;
    3. The change in the post office address to which the Secretary of State of the State of New York shall mail process served on the Secretary of State to an address designated by the provider of registered agent services.

  3. Hill is further authorized to incur expenses related to the acquisition of these services of up to USD 200 for the next year which will be reimbursed by SPI.