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First Meeting Minutes

InventorEd, Inc.
1323 West Cook Road
Grand Blanc, Michigan 48439
(810) 655-8830, Fax (810) 655-8832
Http://www.InventorEd.org
Email: rjriley@InventorEd.org

WAIVER OF NOTICE AND CONSENT TO HOLDING

OF FIRST MEETING OF BOARD OF DIRECTORS

InventorEd, Inc.
1323 West Cook Road
Grand Blanc, Michigan 48439
(810) 655-8830, Fax (810) 655-8832

E-mail: rjriley@InventorEd.org

We, the undersigned, being all the directors of InventorEd, Inc., hereby waive notice of the first meeting of the Board of Directors of the corporation and consent to the holding of said meeting at 1323 West Cook Road, on March 7, 2000, at 3 PM EST, 12 Noon PST via telephone conference call, and consent to the transaction of any and all business by the directors at the meeting, including, without limitation, the adoption of Bylaws, the election of officers and the selection of the place where the corporation's bank accounts will be maintained.

Dated: March 7, 2000

George Margolin, Director

David Pressman, Director

Ronald J Riley, Director

MINUTES OF FIRST MEETING OF

BOARD OF DIRECTORS

InventorEd, Inc.

The Board of Directors of InventorEd, Inc. held its first meeting on March 7, 2000 at 3 PM EST, 12 Noon PST via telephone conference call.

The following directors, constituting a quorum of the full board, were present at the meeting:

Ronald J Riley President

David Pressman Vice President

George Margolin Secretary

The following directors were absent:

None Absent

On motion and by unanimous vote, Ronald J. Riley was elected temporary Chairperson and then presided over the meeting. George Margolin was elected temporary Secretary of the meeting.

The Chairperson announced that the meeting was held pursuant to written waiver of notice signed by each of the directors. Upon a motion duly made, seconded and unanimously carried, the waiver was made a part of the records of the meeting. It now precedes the minutes of this meeting in the corporate records book.

ARTICLES OF INCORPORATION

The Chairperson announced that the Articles of Incorporation or similar organizing instrument of this corporation was filed with the office of Michigan Department Of Consumer And Industry Services, Corporation, Securities And Land Development Bureau on October 22, 1999.

RESOLVED, that the Secretary of this corporation is directed to see that a copy of the Articles of Incorporation or similar organizing instrument of this corporation, file-stamped or certified by the Secretary of State or other appropriate state office or official, is kept at the corporation's principal office.

BYLAWS

There was then presented to the meeting for adoption a proposed set of Bylaws of the corporation. The Bylaws were considered and discussed and, on motion duly made and seconded, it was unanimously

RESOLVED, that the Bylaws presented to this meeting be and hereby are adopted as the Bylaws of the corporation;

RESOLVED FURTHER, that the Secretary of this corporation is directed to see that a copy of the Bylaws is kept at the corporation's principal office.

CORPORATE TAX EXEMPTIONS

The Chairperson announced that, upon application previously submitted to the Internal Revenue Service, the corporation was determined to be exempt from payment of federal corporate income taxes under Section 501(c)(3) of the Internal Revenue Code per Internal Revenue Service determination letter dated 12-28, 1999. The Chairperson then presented the federal tax exemption determination letter and the Secretary was instructed to insert this letter in the corporate records book.

The Chairperson announced that the corporation was exempt from applicable state corporate income, franchise or similar taxes. The Chairperson instructed the Secretary to place a copy of any correspondence related to the corporation's state corporate tax exemption in the corporate records book.

ELECTION OF OFFICERS

The Chairperson then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the offices shown after their names:

Ronald J Riley President

David Pressman Vice President

George Margolin Secretary

George Margolin Treasurer

Each officer who was present accepted his or her office. Thereafter, the President presided at the meeting as Chairperson of the meeting, and the Secretary of the corporation acted as secretary of the meeting.

PRINCIPAL OFFICE

After discussion as to the exact location of the corporation's principal office for the transaction of business in the county named in the Bylaws, upon motion duly made and seconded, it was

RESOLVED, that the principal office of this corporation shall be located at 1323 West Cook Road, Grand Blanc Michigan 48439.

BANK ACCOUNT

Upon motion duly made and seconded, it was

RESOLVED, that the funds of this corporation shall be deposited with Bank One, Hill Road & US 23, Office #592, Flint, Michigan 48507.

RESOLVED FURTHER, that the Treasurer of this corporation be and hereby is authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein.

RESOLVED FURTHER, that any officer, employee or agent of this corporation be and is authorized to endorse checks, drafts or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit.

RESOLVED FURTHER, that all checks, drafts and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation by any two of the following persons:

David Pressman

George Margolin

Ronald J. Riley

Bookkeeper as defined below.

RESOLVED FURTHER, that for amounts less than $500.01 that only one signature is required. For greater amounts the book keeper, Gwen Wiggins can be the second signer of checks. If the amount exceeds $500.00 the book keeper requires written approval from a director as follows. For amounts between $500.01 $4999.99 one additional Director is required and for amounts of $5000.00 and up the approval of all Directors is required. That the bookkeeper can only sign such with the approval by email or fax of a Director who has not personally signed the check.

RESOLVED FURTHER, that said bank be and hereby is authorized to honor and pay all checks and drafts of this corporation signed as provided herein.

RESOLVED FURTHER, that the authority hereby conferred shall remain in force until revoked by the Board of Directors of this corporation and until written notice of such revocation shall have been received by said bank.

RESOLVED FURTHER, that the Secretary of this corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of this corporation and the adoption of said bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions.

COMPENSATION OF OFFICERS

There followed a discussion concerning the compensation to be paid by the corporation to its officers. Upon motion duly made and seconded, it was unanimously

RESOLVED, that the following annual salaries be paid to the officers of this corporation:

President None

Vice President None

Secretary None

Treasurer None

CORPORATE SEAL

The Secretary presented to the meeting for adoption a proposed form of seal of the corporation. Upon motion duly made and seconded, it was:

RESOLVED, that the form of corporate seal presented to this meeting be and hereby is adopted as the seal of this corporation, and the Secretary of the corporation is directed to place an impression thereof in the space next to this resolution.

No Seal Adopted pending further investigation.

CORPORATE CERTIFICATES

The Secretary then presented to the meeting proposed director, sponsor, membership or other forms of corporate certificates for approval by the board. Upon motion duly made and seconded, it was decided that Ronald J. Riley will select and purchase certificates.

RESOLVED, that the form of certificates presented to this meeting are hereby adopted for use by this corporation and the Secretary is directed to attach a copy of each form of certificate to the minutes of this meeting.

Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned.

Dated: March 7, 2000

______________________________ _3-7-2000_
George Margolin, Secretary, Treasurer, & Director Date

______________________________ _3-7-2000_
David Pressman, Vice President & Director Date

______________________________ _3-7-2000_
Ronald J. Riley, President & Director Date

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