UNANIMOUS RESOLUTION OF THE BOARD OF DIRECTORS

Fainting Goat Foundation Co, Inc. (d/b/a “Cars Helping Kids”)
Approval of a Director’s Conflicting-Interest Transaction — Raffle Grand-Prize Vehicle

Adopted: [DATE — FILL]  Â·  Place: Dawsonville, Dawson County, Georgia  Â·  Entity: Fainting Goat Foundation Co, Inc., a Georgia nonprofit corporation exempt under IRC § 501(c)(3), EIN 99-0472123.

Directors present (constituting all directors): [Anthony Bowling]; [son — full legal name]; and [Megan — full legal name].

Recitals

  1. WHEREAS, the Foundation holds a charitable-raffle license issued by the Dawson County Sheriff under O.C.G.A. § 16-12-22.1 and is directly and solely operating a vehicle raffle whose grand prize is a 2003 Chevrolet Silverado 1500 4×4 (Single Cab, Short Bed, 4.8L V8, automatic, clean title) (the “Vehicle”);
  2. WHEREAS, Fainting Goat Trucks LLC (“FG Trucks”), 462 Memory Lane, Ste 120B, Dawsonville, GA 30534, is able to supply the Vehicle, and FG Trucks shares common ownership and leadership with the Foundation;
  3. WHEREAS, directors [Anthony Bowling] and [son — full legal name] are owners of FG Trucks and therefore have a conflicting interest in the purchase of the Vehicle within the meaning of O.C.G.A. § 14-3-860(1), and director [Megan — full legal name] is a related person (spouse) of a conflicted director under § 14-3-860(3); accordingly, no “qualified director” under § 14-3-862(d) is available to approve the transaction, and the Board therefore acts under the fairness standard of O.C.G.A. § 14-3-861(b)(4);
  4. WHEREAS, the conflicted directors have made required disclosure under O.C.G.A. § 14-3-860(4) — namely, the existence and nature of their interest in FG Trucks and all material facts known to them respecting the Vehicle and its value;
  5. WHEREAS, FG Trucks acquired the Vehicle at a documented dealer auction for $11,500 [confirm — FILL], and proposes to sell it to the Foundation at that same acquisition cost with no markup, dealer profit, or commission; and
  6. WHEREAS, the Board has obtained and relied upon independent valuation data — the auction purchase invoice together with a current NADA / Kelley Blue Book valuation [attach — FILL] — confirming that the purchase price is at or below the Vehicle’s fair market value.

Findings

Based on the foregoing and the independent valuation data, the Board finds that:

(a) the purchase of the Vehicle from FG Trucks at its documented acquisition cost, with no markup, is fair to the Foundation within the meaning of O.C.G.A. § 14-3-861(b)(4);
(b) because the Foundation pays no more than fair market value, the transaction confers no private benefit and no inurement on any director or insider (IRC § 501(c)(3)) and is not an excess-benefit transaction (IRC § 4958); and
(c) the transaction serves the Foundation’s charitable purposes by securing the raffle prize at the lowest available cost, maximizing net proceeds for children’s programs.

Resolutions

RESOLVED, that the purchase of the Vehicle from Fainting Goat Trucks LLC at its documented auction acquisition cost (not to exceed fair market value), with no markup or dealer profit, is hereby approved and ratified;
RESOLVED FURTHER, that the conflicted directors disclosed their interest, did not advocate for the transaction beyond providing factual information, and the disinterested judgment of the Board is that the transaction is fair to the Foundation;
RESOLVED FURTHER, that the officers are authorized to execute the bill of sale, take title, and transfer the Vehicle to the raffle winner, and to pay applicable Georgia Title Ad Valorem Tax, title, and any required IRS withholding on the winner’s behalf; and
RESOLVED FURTHER, that the auction invoice, the NADA/Kelley Blue Book valuation, and this Resolution shall be retained in the Foundation’s records for at least three years (O.C.G.A. § 16-12-22.1(k)(1)) and made available to the Dawson County Sheriff on request.

Adopted by the Board

[Anthony Bowling], Director/Officer
Date
[son — full legal name], Director/Officer
Date
[Megan — full legal name], Director/Officer
Date

Statutory basis: O.C.G.A. §§ 14-3-860 (definitions), 14-3-861(b)(4) (fairness safe harbor), 14-3-862 (directors’ action / qualified director); IRC § 501(c)(3) (no private inurement); IRC § 4958 (excess-benefit transactions); 26 CFR § 53.4958-6 (rebuttable presumption of reasonableness). This internal governance record is not legal advice; complete all highlighted [FILL] items, attach the valuation, and confirm with Georgia counsel (free review available from the Pro Bono Partnership of Atlanta) before relying on it.