ALABAMA CREDIT UNION LEAGUE BOARD OF DIRECTORS MEETING HYATT REGENCY ORLANDO AIRPORT HOTEL TUESDAY, DECEMBER 15, 2009 ABRIDGED MINUTES CALL TO ORDER The Alabama Credit Union League Board of Directors was called to order at 1:30 p.m. by Chairman Rich Helber on Tuesday, December 15, 2009. APPOINTMENTS Chairman Helber appointed Ms. Teresa Gray as recording secretary. Mr. Helber stated that the Board of the Alabama Credit Union League needed to accept and approve the “Consent to Action Without Meeting of Sole Shareholder of ACUL Corporation”. He stated that the officers of the Corporation hereby authorize and execute the merger agreement as stated by Staff Counsel Andy Price. Motion was made by Mr. Bob Steensma and seconded by Mrs. Mary Wood to authorize completion of the of the Merger Agreement and to execute and file Articles of Merger with the Secretary of State of Florida and the Secretary of State of Alabama with respect to the same, and to execute such other documents and perform such other actions as may be necessary to consummate the transactions contemplated by the Merger Agreement. ADJOURNMENT The meeting adjourned at 1:35 p.m. Respectfully submitted, Steve Swofford, Secretary Teresa Gray, Recording Secretary
FLORIDA CREDIT UNION LEAGUE BOARD OF DIRECTORS MEETING HYATT REGENCY ORLANDO AIRPORT HOTEL TUESDAY, DECEMBER 15, 2009 ABRIDGED MINUTES CALL TO ORDER The Alabama Credit Union League Board of Directors was called to order at 1:35 p.m. by Chairman Rich Helber on Tuesday, December 15, 2009. APPOINTMENTS Chairman Helber appointed Ms. Teresa Gray as recording secretary. Mr. Helber stated that the Board of the Florida Credit Union League needed to accept and approve the “Consent to Action Without Meeting of Sole Shareholder of FCUL Service Group, Inc.” He stated that the officers of the Corporation hereby authorize and execute the merger agreement as stated by Staff Counsel Andy Price. Motion was made by Ms. Deborah Seymour and seconded by Ms. Tina Williams to authorize completion of the of the Merger Agreement and to execute and file Articles of Merger with the Secretary of State of Florida and the Secretary of State of Alabama with respect to the same, and to execute such other documents and perform such other actions as may be necessary to consummate the transactions contemplated by the Merger Agreement. ADJOURNMENT The meeting adjourned at 1:36 p.m. Respectfully submitted, Steve Swofford, Secretary
Teresa Gray, Recording Secretary
ALABAMA SERVICE CORPORATION, INC. BOARD OF DIRECTORS MEETING HYATT REGENCY ORLANDO AIRPORT HOTEL TUESDAY, DECEMBER 15, 2009 ABRIDGED MINUTES CALL TO ORDER The Alabama Service Corporation, Inc. Board of Directors was called to order at 1:36 p.m. by Chairman Rich Helber on Tuesday, December 15, 2009. APPOINTMENTS Chairman Helber appointed Ms. Teresa Gray as recording secretary. Mr. Helber stated that the Board of the Alabama Service Corporation, Inc. needed to accept and approve the Merger Agreement which would merge the Alabama Service Corporation into the Florida Service Corporation and new entity would be renamed He stated that the officers of the Corporation hereby authorize and execute the merger agreement as stated by Staff Counsel Andy Price. Motion was made by Mr. Alvin Cowans and seconded by Ms. Steve Swofford to authorize completion of the of the Merger Agreement and to execute and file Articles of Merger with the Secretary of State of Florida and the Secretary of State of Alabama with respect to the same, and to execute such other documents and perform such other actions as may be necessary to consummate the transactions contemplated by the Merger Agreement. ADJOURNMENT The meeting adjourned at 1:39 p.m.
Steve Swofford, Secretary
Teresa Gray, Recording Secretary
FLORIDA SERVICE GROUP, INC. BOARD OF DIRECTORS MEETING HYATT REGENCY ORLANDO AIRPORT HOTEL TUESDAY, DECEMBER 15, 2009 ABRIDGED MINUTES CALL TO ORDER The Florida Service Corporation, Inc. Board of Directors was called to order at 1:39 p.m. by Chairman Rich Helber on Tuesday, December 15, 2009. APPOINTMENTS Chairman Helber appointed Ms. Teresa Gray as recording secretary. Mr. Helber stated that the Board of the Florida Service Corporation, Inc. needed to accept and approve the Merger Agreement which would merge the Alabama Service Corporation into the Florida Service Corporation and new entity would be renamed He stated that the officers of the Corporation hereby authorize and execute the merger agreement as stated by Staff Counsel Andy Price. Motion was made by Mr. Alvin Cowans and seconded by Ms. Steve Swofford to authorize completion of the of the Merger Agreement and to execute and file Articles of Merger with the Secretary of State of Florida and the Secretary of State of Alabama with respect to the same, and to execute such other documents and perform such other actions as may be necessary to consummate the transactions contemplated by the Merger Agreement. ADJOURNMENT The meeting adjourned at 1:40 p.m. Respectfully submitted, Steve Swofford, Secretary Teresa Gray, Recording Secretary