978-1133019145 Appendix Appendix Part 2

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APPENDIX G

Articles of Organization

ARTICLES OF ORGANIZATION

CUTTING EDGE COMPUTER REPAIR, LLC

Limited Liability Company Act § _____

State of [Home State]

ARTICLE ONE

NAME OF COMPANY

The name of the Company is Cutting Edge Computer Repair, LLC.

ARTICLE TWO

DESIGNATED OFFICE

The address of the initial designated office of the Company is:

1753 Oakland Drive

Pine City, [Home State] 33221

ARTICLE THREE

AGENT FOR SERVICE OF PROCESS

The name and street address of the registered agent to receive service of

process for the Company is:

Bradley Steven Harris

1753 Oakland Drive

Pine City, [Home State] 33221

ARTICLE FOUR

ORGANIZERS

The names and street addresses of the organizers of the Company are:

Bradley Steven Harris

1753 Oakland Drive

Pine City, [Home State] 33221

Cynthia Ann Lund

4827 Willow Drive

Kenwood, [Home State] 33221

ARTICLE FIVE

PERPETUAL EXISTENCE

The Company shall not be a term company, but shall exist perpetually, until

properly dissolved under the laws of the state of [Home State].

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PART II Appendices

ARTICLE SIX

COMPANY MEMBERS

The Company shall be member-managed, as that term is defined in § of

the Statutes.

In witness whereof, these Articles of Organization have been subscribed by the

undersigned organizers, who affirm the foregoing as true under the penalties of

perjury, this [date].

________________________________

Bradley Steven Harris

________________________________

Cynthia Ann Lund

Cover Letter

ABRAHAMS & BENSON, PLLC

ATTORNEYS AT LAW

4759 Main Street

Pine City, [Home State] 33221

612-555-2468

[Date]

Business Services Division

Office of the Secretary of State

[Home Town], [Home State] 33221

Re: Cutting Edge Computer Repair, LLC

Dear Sir or Madam:

Please file the enclosed Articles of Organization to form a limited liability company

pursuant to of the Statutes. I am enclosing a check in the

amount of $ for your filing fee.

If you have any questions, please feel free to call me at .

Sincerely,

[Student]

Paralegal

Enclosures

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APPENDIX H

Form 2553

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PART II Appendices

Name and address of each

shareholder or former

shareholder required to

consent to the election.

(See the instructions for

column K.)

Shareholders’ Consent Statement.

Under penalties of perjury, we declare that we consent to the

election of the above-named corporation to be an S corporation

under section 1362(a) and that we have examined this consent

statement, including accompanying schedules and statements,

and to the best of our knowledge and belief, it is true, correct, and

complete. We understand our consent is binding and may not be

withdrawn after the corporation has made a valid election. (Sign

and date below.)

Shareholder’s

tax year ends

(month and

day)

Stock owned or

percentage of ownership

(see instructions)

Social security

number or employer

identification number

(see instructions)

Date(s)

acquired

Number of

shares or

percentage

of ownership

DateSignature

Form 2553 (Rev. 12-2007) Page 2

Part I

Form 2553 (Rev. 12-2007)

Election Information (continued)

Bradley Steven Harris

2,000

(Date of

incorp.

472-84-5544 12-31

Cynthia Ann Lund

2,000

(Date of

incorp.

)

421-94-9576 12-31

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APPENDIX H Form 2553

Cover Letter

ABRAHAMS & BENSON, PLLC

ATTORNEYS AT LAW

4759 Main Street

Pine City, [Home State] 33221

612-555-2468

[Date]

Internal Revenue Service

Ogden, UT 84201

Re: Cutting Edge Computer Repair, Inc.

S Corporation Election

Dear Sir or Madam:

Enclosed for filing is the Election by a Small Business Corporation (Form 2553) of

Cutting Edge Computer Repair, Inc.

Cutting Edge Computer Repair, Inc. hereby elects to be treated as an S Corporation

effective . Please notify Belinda Murphy when this election is

accepted, or call with any questions you may have.

Sincerely,

[Student]

Paralegal

Enclosures

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APPENDIX I

Articles of Incorporation

ARTICLES OF INCORPORATION

CUTTING EDGE COMPUTER REPAIR, INC.

The undersigned, acting as Incorporators of a corporation under the

____________ Business Corporation Act, adopt the following Articles of

Incorporation for such corporation:

I. NAME

The name of this Corporation is Cutting Edge Computer Repair, Inc.

II. AUTHORIZED STOCK

The number of shares that the corporation is authorized to issue is 10,000 shares

of no par value common stock.

III. INITIAL REGISTERED OFFICE AND AGENT

The name and address of the initial registered agent and office of the corporation

are as follows:

Bradley Steven Harris

1753 Oakland Drive

Pine City, [Home State] 33221

IV. INCORPORATORS

The names and addresses of the incorporators signing these Articles of

Incorporation are:

:sserddA:emaN

Bradley Steven Harris 1753 Oakland Drive

Pine City, [Home State] 33221

Cynthia Ann Lund 4827 Willow Drive

Kenwood, [Home State] 33221

IN WITNESS WHEREOF, the undersigned Incorporators have executed these

Articles of Incorporation this day of ,20 .

Incorporator

STATE OF

COUNTY OF

BEFORE ME, the undersigned authority, personally appeared Bradley Steven

Harris and Cynthia Ann Lund, to me known to be the persons who executed the

foregoing Articles of Incorporation, and they acknowledged to and before me that they

executed such instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of

,20 .

Notary Public, State of

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APPENDIX I Articles of Incorporation

Cover Letter

ABRAHAMS & BENSON, PLLC

ATTORNEYS AT LAW

4759 Main Street

Pine City, [Home State] 33221

612-555-2468

[Date]

Business Services Division

Office of the Secretary of State

[Home Town], [Home State] 33221

Re: Cutting Edge Computer Repair, Inc.

Dear Sir or Madam:

Please file the enclosed Articles of Incorporation to form a business corporation

pursuant to of the Statutes. I am enclosing a check in the

amount of $ for your filing fee.

If you have any questions, please feel free to call me at .

Sincerely,

[Student]

Paralegal

Enclosures

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APPENDIX J(a)

Unanimous Writing in Lieu of

Annual Meeting of Shareholders

UNANIMOUS WRITING IN LIEU OF ANNUAL MEETING

OF THE SHAREHOLDERS OF

CUTTING EDGE COMPUTER REPAIR, INC.

The undersigned, being all of the shareholders of Cutting Edge Computer Repair,

Inc. (the “Corporation”), hereby adopt the following resolutions in lieu of holding an

annual meeting of the shareholders, pursuant to [Cite statute providing for unanimous

written consents of shareholders] effective the day of ,20 .

RESOLVED, that the acts of the directors on behalf of the Corporation for the

past fiscal year are hereby approved, ratified, and confirmed.

RESOLVED, that the following persons are hereby elected to the board of

directors, to serve as directors of the Corporation until their successors are elected at

the next annual meeting and qualify:

Bradley Steven Harris

Cynthia Ann Lund

________________________________

Shareholder

________________________________

Shareholder

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APPENDIX J (b)

Unanimous Writing in Lieu of Annual Meeting of

Board of Directors

UNANIMOUS WRITING IN LIEU OF ANNUAL MEETING

OF THE BOARD OF DIRECTORS OF

CUTTING EDGE COMPUTER REPAIR, INC.

The undersigned, being all of the directors of Cutting Edge Computer Repair, Inc.

(the “Corporation”), hereby adopt the following resolutions in lieu of holding an

annual meeting of the board of directors, pursuant to [Cite statute providing for

unanimous written consents of board of directors] effective the day of

,20 .

RESOLVED, that the acts of the officers on behalf of the Corporation for the past

fiscal year are hereby approved, ratified, and confirmed.

RESOLVED, that the following persons are hereby elected to the following

described offices, to serve in such capacities until their successors are elected at the

next annual meeting and qualify:

Chief Executive Officer: Bradley Steven Harris

Chief Financial Officer: Cynthia Ann Lund

dnuLnnAaihtnyC:yraterceS

RESOLVED, that in consideration of their services to the Corporation, the

following annual salaries of the officers of the Corporation for the fiscal year

beginning ,20 , are hereby approved:

Bradley Steven Harris $75,000

000,57$dnuLnnAaihtnyC

________________________________

Director

________________________________

Director

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APPENDIX K

Unanimous Writing in Lieu of Meeting of the

Board of Directors Approving Bank Loan

UNANIMOUS WRITING IN LIEU OF MEETING

OF THE BOARD OF DIRECTORS OF

CUTTING EDGE COMPUTER REPAIR, INC.

The undersigned, being all of the directors of Cutting Edge Computer Repair, Inc.

(the “Corporation”), hereby adopt the following resolutions in lieu of holding an

annual meeting of the board of directors, pursuant to [Cite statute providing for

unanimous written consents of board of directors] effective the day of

,20 .

RESOLVED, that the Corporation shall borrow from First Bank of Center City (the

Bank), the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00)

for the purpose of making the necessary improvements to the property to be leased

by the corporation at .

The President and the Treasurer of the Corporation are hereby authorized to

execute and deliver to the Bank such loan agreements, security agreements, and

promissory notes, as may be necessary to obtain such a loan.

________________________________

Director

________________________________

Director

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