Corporate Records

Organizational Resolutions

The following matters were approved by the board of directors of Living Systems Institute by electronic meeting as follows:

The following persons accepted the position of member of the initial board of directors:

David R. Braden IV

Donald Studinski

Peggy Gates

David Olivero

Joan Armon

Michael Anderson

Dana Miller

David R. Braden IV was elected Chairman of Board and Secretary. Donald Studinski was elected Treasurer.

David R. Braden IV was elected Executive Director for the Corporation. Mr. Braden agreed to serve without salary for an indefinite period of time. The issue of salary is to be revisited based on the financial performance of the corporation.

The Executive Director proposed to the board that certain amendments be made to the Articles of Incorporation for the corporation in order to qualify the corporation to be a tax exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code for the United States of America. The board approved the amendments in the form posted on the web site at Amended Articles of Incorporation. The Executive Director is instructed to cause the amendments to be filed with the Colorado Secretary of State. 

The Executive Director proposed to the board that they adopt bylaws for the conduct of the affairs of the corporation. The board approved bylaws in the form posted on the web site at Bylaws.

The Executive Director advised that the corporation has established a bank account at 1st Bank and an account with Pay Pal. The board authorized the Executive Director to maintain said accounts and directed that the Treasurer be added as a signatory to the accounts.

The Executive Director advised that the corporation has purchased a general liability insurance policy from Sentinel Insurance Company, Limited, at an annual premium of $578.00 providing liability and medical expense coverage of $500,000, personal and advertising injury of $500,000, rented premises coverage of $500,000, products-completed operations coverage of $1,000,000, and general aggregate coverage of $1,000,000. The board ratified the purchase of the insurance policy. 

The Executive Director has engaged Margaret Emerson, of Vortex Design, to do the “theme” for the web site. Right now the theme is a green background with some generic flower designs. The new theme will be a visual representation of interconnectedness, show that the backers of the corporation are committed to our work and give people confidence that they can trust us with their money. Margaret is the wife of David Olivero and is familiar with our programs. Margaret will be charging:

Develop 3 different design options for website, presented as a screen capture "static" image for review only.
FEE = $540 (2 hours for each option @ $90/hr)

Client modifications/changes/edits to selected design option FEE = $180 (may not be needed)

Work with Mike Buland to apply the design into his template FEE = $270

Changes in design direction, additional edits, or a-la-carte pricing is $90 per hour.

Additional costs apply for stock imagery or photos, anywhere from $10 to $30 per image.

The board approved the contract with Margaret Emerson. 

The Executive Director also has an on going relationship with Mike and Amy Buland to maintain the web site. Amy is the daughter and Mike is the son-in-law of the Executive Director. Mike runs a company named Xagasoft. Xagasoft hosts the corporation's web site, and Mike and Amy charge an hourly fee of $75.00 and $20.00 respectively to maintain, upgrade, and make changes to the web site. The board approved the agreement with Xagasoft.

The Executive Director advised that the corporation conducts some of its operations on property owned by the Executive Director and the Executive Director's mother. Certain expenses have been incurred by the corporation in improvements to those properties, including a greenhouse, the facilities for the chicken production, and several gardens. These facilities are operated by the Living Systems Institute gardening team, of which the Executive Director is a member, and the production from these facilities is distributed to the team members and others, including the Executive Director. Use of the property is properly characterized as a verbal month to month lease with no rent. The board approved of the existing agreement for use of the property and the operation of the facilities by the LSI gardening team. The board finds that the personal benefit to the executive director is incidental to the purposes of the corporation being served by the agreement.

The finances for the corporation are as follows:

Total Income since incorporation 1/11/2013 $5,268.00

Total Expenses 3,803.93

Current Bank Balance $1,464.07

Contributions to the corporation have been made voluntarily, for attending events, to cover the expense of supplies (primarily drip line), and to cover the expense of chickens. David R. Braden IV has contributed $4,000 and 18 other donors have contributed a total of $1,268.00.

The expenses include the insurance, bee hive building supplies, garden building supplies, seeds, chicken brooder and incubator, chicken feed, and chicken run materials. A more detailed break down will be forth coming.

The foregoing organizational resolutions of Living Systems Institute were approved by the board of directors by electronic vote on August 3, 2013.