Resolution for Merger of Moon Society & The Lunar Resources Company
The undersigned, being all the Board of Directors of the Moon Society Incorporated as of this date, hereby waive all notice and consent for the following actions to be undertaken by the Moon Society, as if it was adopted at a regularly called meeting of the Board. In accordance with State of Texas law and the bylaws of our organization, by unanimous consent, the Board of Directors decided that:
WHEREAS, The Lunar Resources Company ("TLRC"), according to its Articles of Incorporation, was organized to advance and engage in space flight as a commercial enterprise, to establish and operate a permanent manned lunar base, and to transact any and all lawful business--on Earth, in outer space, and on other celestial bodies--for which corporations may be incorporated under the Texas Business Corporation Act; and,
WHEREAS, TLRC was incorporated in the State of Texas on November 10, 1994 and official certification issued by the Texas Secretary of State with Taxpayer ID number 30117511144; and,
WHEREAS, TLRC has authority under its Bylaws and Articles of Incorporation to issue Twenty Million (20,000,000) shares of common stock with One-Tenth Cent ($0.001) par value per share; and,
WHEREAS, Our Chairman Emeritus Robert S. "Scotty" Gammenthaler painstakingly maintained the TLRC corporate filings over the past several years, but has recently stepped down in his duties; and,
WHEREAS, According to the records we have, maintained by Robert S. "Scotty" Gammenthaler, TLRC issued a total of 3,852,655 shares of common stock to 15 different individuals; and,
WHEREAS, The Moon Society desires to take control and modernize the assets of TLRC including revising the Artemis Project materials and launching a new online store using the Lunar Traders branding; and,
WHEREAS, The Moon Society has determined that the best route to merge and consolidate the three organizations and their assets under the ownership of the Moon Society is for the Moon Society to purchase all outstanding shares of TLRC; and,
WHEREAS, According to generally accepted accounting practices and corporate legal principles in the United States, a controlling interest in a corporation is defined as taking ownership of at least 50% + 1 share of all outstanding common stock, for which a controlling interest in TLRC would be 1,926,329 shares of common stock,
THEREFORE BE IT:
- RESOLVED, that the Moon Society shall offer a total of [REDACTED] for 100% of the outstanding and legally issued TLRC stock according to the records we have, which calculates to [REDACTED] per share, and with the condition that the offer to purchase stock at that per-share price is extended to all TLRC stockholders for a period of 5 years; and,
- RESOLVED, that the Moon Society shall prepare written (hard copy) purchase agreements for each of the 15 TLRC Shareholders and make reasonable efforts to contact them and notify them of this offer, and asking them to sign, date, and submit to the Moon Society Treasurer, and that the TLRC Shareholders shall have up to 5 years to submit their agreements prior to the offer ending; and,
- RESOLVED, once the signed purchase agreements are received, examined, and approved by the Moon Society Treasurer, he is authorized to disburse payment to each of the TLRC shareholders in return for their shares of common stock in TLRC and waiving all legal rights to TLRC, as per the signed agreement; and,
- RESOLVED, that once a controlling interest of TLRC is achieved by the Moon Society, it shall hold a board meeting of TLRC, in accordance with the Bylaws and Articles of Incorporation of TLRC, to replace the previous TLRC board with the current slate of individuals serving as elected officers and Directors of the Moon Society, thus the Board of Directors and officers of TLRC shall be identical to the current slate of Moon Society Board of Directors & officers as of the time of said board meeting; and,
- RESOLVED, that once a controlling interest of TLRC is achieved by the Moon Society, then it shall file paperwork with the Secretary of State of Texas, informing the State of Texas that the ownership of TLRC has changed and to update the list of directors, officers, and registered agent of the corporation accordingly; and,
- RESOLVED, that once a controlling interest of TLRC is achieved by the Moon Society, the officers of the Moon Society are authorized to transfer any and all assets from TLRC to the Moon Society as they deem necessary and/or appropriate; and,
- RESOLVED, that once a controlling interest of TLRC is achieved by the Moon Society, the officers of the Moon Society are authorized to make any functional changes to TLRC as they deem necessary and/or appropriate, up to and including updating the bylaws of the corporation and/or dissolving the corporation; however no dissolution may take place if there exist any purchase agreements from TLRC shareholders that are still pending up until the 5 year term of purchase offer has expired.
The officers of the organization are authorized to perform the acts to carry out this resolution.
Approved 7-0 by the Moon Society Board of Directors - final vote total as of January 8, 2020 with 1 member voting present and 1 member abstaining.