MINUTES

OF

THE FIRST MEETING OF MINUTES OF INCORPORATORS

OF

CRO TELECOM, INC.

J. Gonzalez held at 1 Park Centre Avenue, Miami, Florida 33169 the Incorporator listed in the Articles of Incorporations of this corporation called the meeting to order.

On motion duly made, seconded and carried, was elected Chairman of the meeting, and L. Gonzalez, Secretary thereof.

The Chairman and Secretary accepted their respective offices, and proceeded with the discharge of their duties.

The following, being all of the Incorporators to the Articles of Incorporation were present in person:
 
NAME & ADDRESS

J. Gonzalez
215 NW 17th Terrace
Hollywood, Florida 33025

A written waiver of notice of the time and place of holding the present meeting, signed by all of the Incorporators of this corporation was then presented and read by the Secretary, and the same was ordered filed and spread at length upon the minutes.

The Secretary then presented and read to the meeting a copy of the Articles of Incorporation of the corporation and reported that on the 29th day of November, 20__ the original thereof was filed in the office of the Secretary of State; that the filing fees and taxes have been paid, and on motion duly made and carried, it was

RESOLVED, that said report be accepted as correct and the Secretary is directed  to spread a copy of said Articles of Incorporation and receipt at length upon these minutes.
The Incorporators then tendered their resignations as Directors and Officers of the corporation named in its Articles of Incorporation, effective immediately upon the adjournment of this meeting, and upon motion duly made, seconded, and unanimously
adopted, said resignations were accepted and ordered spread upon the minutes.

Upon motion duly made, seconded and unanimously carried, it was

RESOLVED that this corporation shall have a board of directors consisting of seven members.

Upon motion duly made, seconded and unanimously carried, the following named persons were elected as Directors of the corporation to serve until the next annual meeting of the Stockholders or until their successors are duly elected and qualified:

M. Vallant
J. Gonzalez


A discussion was held among the Incorporators pursuant to Florida Statute 199.057, relative to the merits of the Corporation paying the annual intangible tax on all classes of its stock, as agents for its Shareholders holding such stock.

Upon motion duly made, second and carried, it was,

RESOLVED, that in accordance with Florida Statute 199.057, every Corporation qualified to do business in Florida may elect each year to pay the annual intangible tax on any class of its stock, therefore this Corporation may elect annually on or before of  each year whether or not to pay the intangible tax on behalf of its Florida Stockholders. The Directors of the Corporation are hereby instructed to give notice to the Corporation’s Florida Shareholders of the foregoing.

The Chairman then reported that

Upon motion duly made, seconded and unanimously carried it was,

RESOLVED that the Treasurer was directed to pay from the Corporate funds, the total expenses of organizing the Corporation, approval for payment being given for the legal services rendered by L. Chin, P.A. to the Corporation.

Upon motion duly made, seconded and unanimously carried, it was

RESOLVED that J. Gonzalez, if requested by the corporation, shall be appointed treasurer of this corporation for the sole purpose of completing and submitting to the Internal Revenue Service form SS-4, Application for Employer Identification Number.

Upon motion duly made, seconded and unanimously carried, it was

RESOLVED that L. Chin, Esq., if requested by the Corporation, shall be appointed assistant Secretary of this Corporation for the sole purpose of  completing and submitting to the Florida Department of Revenue form DR-1, application for Florida Sales and Use Tax.

Upon motion duly made, seconded and unanimously carried, it was

RESOLVED that the above-named directors of this corporation be promptly notified of their election and requested to meet at their earliest opportunity after the adjournment of this meeting to elect the officers of the corporation and to take such action as may be deemed necessary to complete the organization of the corporation.

Upon motion duly made, seconded and unanimously carried, it was

RESOLVED that the board of directors be and they are hereby authorized to issue all of the unsubscribed capital stock of this corporation at such time and in such amounts as shall be determined by the board, and to accept in payment thereof money, labor done, labor for future services, or such property as the board of directors may determine may be necessary of the use and lawful purposes of the corporation.

The chairman then submitted for the consideration of the meeting a set of proposed By-laws and stated that the same had been prepared by counsel for the corporation in accordance with the instructions of the Incorporator.

The same were then taken up, read and considered, clause by clause, and adopted as the By-laws of the corporation.

On motion duly made, seconded and unanimously carried, the Secretary was directed to append the said By-laws at length in the minute book.

There being no further business before the meeting, other than those items attached hererto as an Exhibit and made part hereof, the same was, on motion, duly adjourned.


Dated this ____ day of ______________, 20___.


_________________________   
L. Gonzalez                       

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