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2003-12-02 Centre Pointe - Ratification of Action - CP Development, LLCCENTER POINT .DEVELOPMENT, LLC RESOLUTION AND RATIFICATION OF ACTION OF MEMBERS WITHOUT MEETING AND WAIVER OF MEETING We the undersigned Members ("Members") of CENTER POINT DEVELOPMENT, LLC ("Company") do hereby waive notice of time, place and purpose for a special meeting of the members of the Company and do hereby ratify, affirm, and adopt the following actions notwithstanding any provisions of the Company's operating agreement. THEREFORE upon motion duly made, seconded and unanimously passed by all of the Members, the Members hereby agree to an assignment of all rights, title, interests, obligations and liabilities in the City of La Quinta DDA agreement for the development of the projects known as the Center Point Project from Center Point Development, LLC to CP Development, LLC, a California Limited Liability company. FURTHERMORE upon motion duly made, seconded and unanimously passed by all of the Members, the Members hereby approve the payment of consideration the sufficiency of which is hereby acknowledged to Curtis E. Pickering upon Mr. Pickering's execution of this resolution. WITNESS our hands this 2nd day of December, 2003. By: ` RICHARD OLIPHANT OLIPHANT FAMILY TRUST BY: ' fi4f-NNIS FRENCH, Individually and n behalf of I, INC. By: CURTIS E-14CKERING TWELVE STONE TRUST