Minutes of the First Meeting of the Board of Directors

of Omnibus Enterprises

(A Washington Nonprofit Public Benefit Corporation)

Date: April 27, 2025

Time: 4:15 PM Pacific Time

Location: Meeting held via secure virtual communication.

1. Call to Order:

The meeting was called to order at 4:15 PM by Matthew Mark Souto, the sole initial Director.

2. Confirmation of Director Status:

It was confirmed that Matthew Mark Souto is the sole initial Director of Omnibus Enterprises, as named in the Articles of Incorporation filed with the Washington Secretary of State (UBI No. 605-859-157). As the sole Director, Matthew Mark Souto constitutes a quorum of the Board.

3. Purpose of Meeting:

The purpose of this meeting was stated as the organization of the corporation following its incorporation, including the adoption of Bylaws, the adoption of key operating policies, the election of officers, and the authorization of initial corporate actions.

4. Adoption of Bylaws:

The proposed Bylaws of Omnibus Enterprises, having been previously reviewed, were presented to the Board. Upon motion duly made and seconded (by unanimous consent of the sole Director), the following resolution was adopted:
RESOLVED, that the Bylaws presented at this meeting are hereby adopted as the Bylaws of Omnibus Enterprises, and a copy of said Bylaws shall be inserted in the corporate records.
(Adopted by M.M. Souto)

5. Adoption of Key Policies:

The following key corporate policies, having been previously reviewed and developed, were presented to the Board:

It was noted that these policies are designed to align with the Bylaws, the Principle of Rational Justification, and the mission of the Corporation. Upon motion duly made and seconded (by unanimous consent of the sole Director), the following resolution was adopted:
RESOLVED, that the Conflict of Interest Policy (as embedded in the Bylaws), the Gift Acceptance Policy, the Compensation Policy, the Human Resources Policy, the Intelligent Behavior Policy, and the Conflict Resolution Procedure presented at this meeting are hereby adopted as official policies of Omnibus Enterprises, and copies shall be maintained in the corporate records.
(Adopted by M.M. Souto)

6. Election of Officers:

The meeting proceeded to the election of officers as required by Article VI of the Bylaws. The Bylaws require a President, a Secretary, and a Treasurer. Bylaw Section 6.1 permits one person to hold multiple offices, except for the offices of President and Secretary. However, given that Matthew Mark Souto is currently the sole Director and individual involved, and Washington Law (RCW 24.03A.435(2)) permits an individual to hold more than one office, it is necessary for the sole Director to hold all required offices initially. This potential conflict with the stricter language of Bylaw 6.1 is noted for future review per Bylaw Article XIII.

Nominations were made for the following individuals to serve in the specified offices until the next annual meeting or until their successors are elected and qualified:

Upon motion duly made and seconded (by unanimous consent of the sole Director), the following resolution was adopted:
RESOLVED, that Matthew Mark Souto is hereby elected President of Omnibus Enterprises.
RESOLVED, that Matthew Mark Souto is hereby elected Secretary of Omnibus Enterprises.
RESOLVED, that Matthew Mark Souto is hereby elected Treasurer of Omnibus Enterprises.
(Elections accepted by M.M. Souto)

7. Authorization of Bank Account:

Discussion was held regarding the need to establish a bank account for the Corporation. Upon motion duly made and seconded (by unanimous consent of the sole Director), the following resolution was adopted:
RESOLVED, that the President or Treasurer of this Corporation is authorized and directed to open a bank account or accounts in the name of Omnibus Enterprises with a financial institution to be selected by such officer(s).
RESOLVED FURTHER, that the President and Treasurer are hereby authorized signatories for such accounts, and are authorized to execute any necessary documents required by the financial institution to establish and operate said accounts.
(Approved by M.M. Souto)

8. Authorization of IRS Form 1023 Filing:

The importance of obtaining 501(c)(3) tax-exempt status was discussed. Upon motion duly made and seconded (by unanimous consent of the sole Director), the following resolution was adopted:
RESOLVED, that the President is authorized and directed to prepare and file Form 1023, Application for Recognition of Exemption Under Section 501(c)(3), with the Internal Revenue Service on behalf of Omnibus Enterprises.
RESOLVED FURTHER, that the President or Treasurer is authorized to pay the required IRS user fee for Form 1023 from corporate funds as soon as such funds become available.
(Approved by M.M. Souto)

9. Designation of Principal Office:

Upon motion duly made and seconded (by unanimous consent of the sole Director), the following resolution was adopted:
RESOLVED, that the principal office of Omnibus Enterprises shall initially be located at 2820 304th St. E, Graham, WA, 98338-9729, consistent with the Registered Office address listed in the Articles of Incorporation.
(Confirmed by M.M. Souto)

10. Designations for Conflict Resolution Procedure:

Pursuant to the adopted Conflict Resolution Procedure [Article III], the following initial designations were made:

(Approved by M.M. Souto)

11. Adjournment:

There being no further business to come before the meeting, upon motion duly made and seconded (by unanimous consent of the sole Director), the meeting was adjourned at 4:24 PM Pacific Time.

Attest:

Matthew Mark Souto
Secretary