Utilika Foundation

Minutes, 2004


Contents and Synopsis

2004/05/24: Organization Meeting and First Annual Meeting of Board. Incorporation announced. Bylaws adopted. Number of Directors fixed. Director and officers elected. Record publication policy adopted. Duties assigned to President.

2004/06/09: Special Meeting of Board. Acceptance of contribution of real property approved.

2004/06/11: Special Meeting of Board. Receipt of contribution of real property announced.

2004/06/12: Special Meeting of Board. Offer to sell real property authorized.

2004/06/14: Special Meeting of Board. Contract to sell real property announced.

2004/06/28: Special Meeting of Board. Execution of lease on foundation office authorized.

2004/06/30: Special Meeting of Board. Acceptance of offer to buy real property authorized. Lease on foundation office announced.

2004/07/06: Special Meeting of Board. Acceptance of offer to buy real property authorized.

2004/07/07: Special Meeting of Board. Contract to sell real property announced.

2004/07/08: Special Meeting of Board. Contract to sell real property announced.

2004/09/04: Special Meeting of Board. Completion of sale of real property announced.

2004/10/23: Special Meeting of Board. Completion of sale of real property announced.

2004/11/11: Special Meeting of Board. Completion of sale of real property announced.


2004/05/24

Organization Meeting and First Annual Meeting

00. The organization meeting and first annual meeting of the Board took place on 2004/05/24. In accord with RCW 24.03.155, the purposes of the organization meeting were to adopt bylaws, elect successor directors, elect officers, and transact any other business as might come before the meeting.

01. The initial Director announced the following facts about the establishment of Utilika Foundation:

02. The Board adopted Bylaws. The bylaws have been published at http://utilika.org/org/bylaws.html.

03. In accord with section 3.6 of the Bylaws, the Board agreed to consider the organization meeting the first annual meeting of the corporation.

04. In accord with sections 3.2 and 3.5 of the Bylaws, the Board resolved that the positions and terms of the Directors shall be defined as follows. There shall be four (4) Director positions. The initial term of each position shall end on the date set forth below, and subsequent terms shall end every four (4) years thereafter. The term of the occupant of each position shall begin when the occupant is elected or on the day after the end of the predecessor's term, whichever is later, and shall be extended to the time of the successor's election if the successor has not been elected by the end of the occupant's term. During an organizational formation period ending on 31 December 2004, the Board shall consist of as many of the Directors as may have been elected.

Director
Position
Initial
Term End
Director A30 April 2009
Director B30 April 2008
Director C30 April 2007
Director D30 April 2006

05. In accord with sections 3.4.2 and 3.5 of the Bylaws, the Board elected Jonathan Pool Director A, and his term, ending on 30 April 2009, began.

06. In accord with section 4.2 of the Bylaws, the Board elected the following officers, and they consented to serve as elected:

07. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

08. The Board resolved to instruct the President to begin, in appropriate consultation with the Board, to promote the foundation's pursuit of its purposes set forth in article 5 of the Articles of Incorporation, namely "charitable, scientific, literary, or educational" purposes, by all reasonable means, including:

09. The President announced that:


I certify the correctness of the foregoing actions of the Board on 2004/05/24.



Jonathan Pool
Initial Director and Successor Director

2004/06/09

Special Meeting

00. A special meeting of the Board took place on 2004/06/09. The purpose of the meeting was to act on a proposal of the President to accept a contribution.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President, pursuant to the Board's instruction in Action 2004/05/24-08 to promote the foundation's pursuit of its purposes by "cooperation with prospective contributors", presented a proposal for a contribution of real property from a prospective contributor. The full text of the proposal is Confidential Record 20040608-0.

03. The President advised the Board of his opinions as to the proposal presented in Action 2004/06/09-02. In his opinion, the foundation's interests would be served by the acceptance, followed by the expeditious liquidation, of the real property whose contribution had been proposed. The full text of the advice is Confidential Record 20040609-0.

04. The Board resolved to instruct the President to accept the proposal presented in Action 2004/06/09-02 and to pursue the expeditious liquidation of the real property as proposed by the President in Action 2004/06/09-03.


I certify the correctness of the foregoing actions of the Board on 2004/06/09.



Jonathan Pool
Director

2004/06/11

Special Meeting

00. A special meeting of the Board took place on 2004/06/11. The purpose of the meeting was to receive an announcement from the President on the receipt of a contribution.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced that the foundation had, pursuant to Action 2004/06/09-04, acquired ownership, by gift, of real property at the beginning of the current day and that the conveyance of the property to the foundation had subsequently been recorded. The President gave a summary description of the property. The full text of the announcement is Confidential Record 20040611-0.

03. The Board resolved to express to the donor the foundation's gratitude for the gift announced in Action 2004/06/11-02.


I certify the correctness of the foregoing actions of the Board on 2004/06/11.



Jonathan Pool
Director

2004/06/12

Special Meeting

00. A special meeting of the Board took place on 2004/06/12. The purpose of the meeting was to act on a proposal to make an offer to sell real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced receipt of an offer to buy a parcel of real property from the foundation and advised the Board of his recommendation to make a counteroffer. The full text of the announcement and recommendation is Confidential Record 20040612-0.

03. The Board resolved to instruct the President to make the counteroffer recommended in Action 2004/06/12-02.


I certify the correctness of the foregoing actions of the Board on 2004/06/12.



Jonathan Pool
Director

2004/06/14

Special Meeting

00. A special meeting of the Board took place on 2004/06/14. The purpose of the meeting was to receive an announcement from the President on the existence of a contract to sell real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced that the counteroffer made by the foundation pursuant to Action 2004/06/12-03 had been accepted by the prospective purchaser and returned to the listing broker and had gone into force on 2004/06/14. The President further announced that, pursuant to the contract, the foundation would be obligated to take various actions.

03. The Board resolved to instruct the President to take, as the foundation's agent, such actions as may be reasonable and necessary pursuant to the contract announced in Action 2004/06/14-02.


I certify the correctness of the foregoing actions of the Board on 2004/06/14.



Jonathan Pool
Director

2004/06/28

Special Meeting

00. A special meeting of the Board took place on 2004/06/28. The purpose of the meeting was to act on a proposal to execute a lease establishing an office for the foundation.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced the results of his efforts to establish a foundation office, pursuant to Action 2004/05/24-08. After numerous inquiries into available conventional and executive-suite office facilities, including some site visits, the President determined that the optimal alternative would be to establish the foundation's office within the WRF Venture Center, an executive-suite facility in the Eastlake neighborhood of Seattle, operated by WRF Capital, a unit of the Washington Research Foundation, and populated by selected technology-innovating firms, including those in which WRF Capital makes early-stage investments. The President explained the foundation's purposes to WRF Capital and received WRF Capital's agreement to permit the foundation to become one of its Venture Center subtenants. The President selected an office from among those available and agreed on the terms of a sublease with WRF Capital, which would become effective on 2004/07/08. The sublease would obligate the foundation for 6 months and obligate WRF Capital for 12 months. WRF Capital might be expected to terminate the sublease if and when it needed the foundation's office for one of the firms in which WRF Capital has invested, but such terminations have been rare. The foundation would most likely be able to remain in the WRF Venture Center as long as it preferred to do so. The foundation's payment obligations under the sublease would be about $8,400 per year, and this would give the foundation about 125 square feet of private office space (Suite 333), utilities, human reception services, up to 2 telephone lines with public numbers, voicemail, high-speed Internet access, and unlimited use of conference rooms, their audiovisual and telecommunication facilities, a periodical and reference library, and kitchen facilities. The office could accommodate up to 2 persons working, and the 6 conference rooms would provide abundant space for meetings and work sessions involving more than 2 persons. Being located in the WRF Venture Center could be expected to facilitate occasional contacts with persons involved in the creation, commercialization, and financing of innovative technologies. As a result of the sublease, the foundation's mailing address as of 2004/07/08 would be WRF Venture Center, 2815 Eastlake Avenue East, Suite 300, Seattle, Washington 98102-3086, and its telephone number would be 206-336-5566.

03. The Board resolved to instruct the President to execute the sublease described in Action 2004/06/28-02 and to take such further actions as may be reasonable for the establishment and operation of the foundation's office.


I certify the correctness of the foregoing actions of the Board on 2004/06/28.



Jonathan Pool
Director

2004/06/30

Special Meeting

00. A special meeting of the Board took place on 2004/06/30. The purpose of the meeting was to act on a proposal to accept an offer to buy real property and to receive an announcement from the President on the execution of an office lease.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced receipt of an offer to buy a parcel of real property from the foundation and advised the Board of his recommendation to accept the offer. The full text of the announcement and recommendation is Confidential Record 20040630-0.

03. The Board resolved to instruct the President to accept the offer described in Action 2004/06/30-02.

04. The President announced that the foundation and the WRF Venture Center had executed the sublease approved by Action 2004/06/28-03.


I certify the correctness of the foregoing actions of the Board on 2004/06/30.



Jonathan Pool
Director

2004/07/06

Special Meeting

00. A special meeting of the Board took place on 2004/07/06. The purpose of the meeting was to act on a proposal to accept an offer to buy real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced receipt of an offer to buy a parcel of real property from the foundation and advised the Board of his recommendation to accept the offer. The full text of the announcement and recommendation is Confidential Record 20040706-0.

03. The Board resolved to instruct the President to accept the offer described in Action 2004/07/06-02.


I certify the correctness of the foregoing actions of the Board on 2004/07/06.



Jonathan Pool
Director

2004/07/07

Special Meeting

00. A special meeting of the Board took place on 2004/07/07. The purpose of the meeting was to receive an announcement from the President on the existence of a contract to sell real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced that the foundation had accepted an offer to buy real property pursuant to Action 2004/06/30-03 and that the prospective purchaser had acknowledged receipt of the acceptance on 2004/07/06, causing a contract to go into force on 2004/07/06. The President further announced that, pursuant to the contract, the foundation would be obligated to take various actions.

03. The Board resolved to instruct the President to take, as the foundation's agent, such actions as may be reasonable and necessary pursuant to the contract announced in Action 2004/07/07-02.


I certify the correctness of the foregoing actions of the Board on 2004/07/07.



Jonathan Pool
Director

2004/07/08

Special Meeting

00. A special meeting of the Board took place on 2004/07/08. The purpose of the meeting was to receive an announcement from the President on the existence of a contract to sell real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced that the foundation had accepted an offer to buy real property pursuant to Action 2004/07/06-03 and that the prospective purchaser had acknowledged receipt of the acceptance on 2004/07/08, causing a contract to go into force on 2004/07/08. The President further announced that, pursuant to the contract, the foundation would be obligated to take various actions.

03. The Board resolved to instruct the President to take, as the foundation's agent, such actions as may be reasonable and necessary pursuant to the contract announced in Action 2004/07/08-02.


I certify the correctness of the foregoing actions of the Board on 2004/07/08.



Jonathan Pool
Director

2004/09/04

Special Meeting

00. A special meeting of the Board took place on 2004/09/04. The purpose of the meeting was to receive an announcement from the President on the completion of a sale of real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced that the sale of real property under the contract announced in Action 2004/07/08-02, namely the sale of the property known as Centerplex A and located at 6100 Southcenter Boulevard, Tukwila, Washington, to Seattle Mental Health Institute, Inc., had been completed on 2004/09/03 and the proceeds, totaling approximately $1,175,000, were being transmitted by the closing agent to the foundation.


I certify the correctness of the foregoing actions of the Board on 2004/09/04.



Jonathan Pool
Director

2004/10/23

Special Meeting

00. A special meeting of the Board took place on 2004/10/23. The purpose of the meeting was to receive an announcement from the President on the completion of a sale of real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced that the sale of real property under the contract announced in Action 2004/06/14-02, namely the sale of the property known as Centerplex B and located at 6000 Southcenter Boulevard, Tukwila, Washington, to Pacific Rim Holdings, LLC, had been completed on 2004/10/22 and the proceeds, totaling approximately $598,000, were being transmitted by the closing agent to the foundation.


I certify the correctness of the foregoing actions of the Board on 2004/09/04.



Jonathan Pool
Director

2004/11/11

Special Meeting

00. A special meeting of the Board took place on 2004/11/11. The purpose of the meeting was to receive an announcement from the President on the completion of a sale of real property.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President announced that the sale of real property under the contract announced in Action 2004/07/07-02, namely the sale of the property known as Centerplex C and located at 331 Andover Park East, Tukwila, Washington, to M & M Management, LLC, had been completed on 2004/11/10 and the proceeds, totaling approximately $384,000, were being transmitted by the closing agent to the foundation.

03. The President informed the Board that the proceeds from this and the two previous sales of real property would be decreased by amounts that the foundation had obligated itself to pay for pre-sale improvements to the property, totaling approximately $100,000.


I certify the correctness of the foregoing actions of the Board on 2004/09/04.



Jonathan Pool
Director


I certify that the Board of Utilika Foundation took the actions described in the foregoing Minutes.



Jonathan Pool
President

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