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HomeMy WebLinkAboutCC - Affidavit of Legal Interest Ta b I e of Contents Signed Affidavit of Legal Interest 2 Operating Agreement Epic Development Victory LLC 3 Shows single member owner as Epic Development Company Operating Agreement Epic Development Company LLC 10 Shows single member owner as Epic Enterprises, Inc Articles of Incorporation Epic Enterprises, Inc 17 Shows Truman Mathews as Director Bylaws Epic Enterprises, Inc 19 Shows Powers of Directors AFFIDAVIT OF LEGAL INTEREST vel�Wvd �4" ��ie��aitc� 2d pp (name) (address) IV1Q.�l l (�l4 10 (city) (state) being first duly sworn upon,oath,depose and say: I. That I am the record owner of the property described on the attached, and I grant my permission to: (name) (address) to submit the accompanying application(s)pertaining to that property. 2. I agree to indemnify, defend and hold the City of Meridian and its employees harmless from any claim or liability resulting from any dispute as to the statements contained herein or as to the ownership of the property which is the subject of the application. 3. 1 hereby grant permission to City of Meridian staff to enter the subject property for the purpose of site inspections related to processing said application(s). Dated this(_day of NN uA V/ 20 22 (Signature) SUBSCRIBED AND SWORN to before me the day and year first above written. STATE OF %"4 16 ) as) COUNTY OF All,( ) This record was acknowledged before me on I b�UV s y v Z«i, Zc 2.'2 (date)by !��/✓I A/v �2 e w.S (name of person signing form). nature f y Public NOT,q N --- - AU �D My Commission Expires: G_�� �QrG= l u l l0\A� (Rev 06/01/22) OPERATING AGREEMENT OF EPIC DEVELOPMENT VICTORY LLC An Idaho Single-Member Limited Liability Company Dated Effective April 28, 2022 OPERATING AGREEMENT OF EPIC DEVELOPMENT VICTORY LLC This Operating Agreement ("Agreement") of Epic Development Victory LLC, an Idaho limited liability company organized pursuant to the Idaho Uniform Limited Liability Company Act("Act"), is entered into and shall be effective as of April 28, 2022 by, between and among the Company and the undersigned executing this Agreement as"Member." ARTICLE I DEFINITIONS 1.1 Name. The name of the limited liability company is Epic Development Victory LLC ("Company"). 1.2 Certificate of Organization. The Certificate of Organization for the Company was filed with the Idaho Secretary of State on April 28, 2022 (as may be amended from time to time, collectively "Articles"). 1.3 Member. "Member" means Epic Development Company LLC, an Idaho limited liability company, as the initial member of the Company and includes any Person admitted as an additional member of the Company pursuant to the provisions of this Agreement; provided, however,the term"Member" shall not include an Assignee. 1.4 Person. "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal entity. 1.5 Principal Place of Business. The principal place of business shall be 1831 E. Overland Road, Meridian, Idaho 83642, or such other location or locations as the Member may establish from time to time. 1.6 Registered Office and Registered Agent. The Company's initial registered office shall be at 1831 E. Overland Road, Meridian, Idaho 83642, and the name of its initial registered agent at such address shall be Jarron Langston. The Member may change the registered office and registered agent from time to time. 1.7 Business Purpose. The Company may engage in any lawful business permitted by the Act or the laws of the State of Idaho. 1.8 Agreement. The Member executing this Agreement hereby agrees to the terms and conditions of the Agreement, as it may from time to time be amended according to its terms. To the extent any provision of the Agreement is prohibited or ineffective under the Act, the OPERATING AGREEMENT,Page 1 Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under such Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of the Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. ARTICLE 2 MEMBER, CONTRIBUTIONS,AND INTERESTS 2.1 Name and Address. The sole Member of the Company is Epic Development Company LLC whose address is 1831 E. Overland Road, Meridian, Idaho 83642. The Member is the sole Member and holds one hundred percent (100%) of the Membership interests. 2.2 Single-Member LLC Status, Disregarded Entity for Tax Purposes. The Company was formed with the express intent that it be considered a single-member limited liability company while owned solely by Epic Development Company LLC. As provided in Section 9.4 of the Agreement, the Company shall be considered a disregarded entity for federal tax purposes so long as there are no additional members. The Company shall not be treated as a corporation under Internal Revenue Code Section 310.7701-2. 2.3 Limitation of Liability. The Member's liability shall be limited to the maximum extent permitted by applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs shall not be grounds for imposing personal liability on the Member for liabilities of the Company. 2.4 Other Business of Member. The Member may engage independently or with others in other business and investment ventures of every nature and description even if it conflicts with the business of the Company and shall have no obligation to account to the Company for such business or investments or for business or investment opportunities. Without limiting the foregoing provisions of this Section 2.3, the Member may collect revenues and pay expenses on behalf of the Company so long as all such activities performed by the Member on behalf of the Company are separately accounted for and are attributed to the Company. 2.5 No Additional Contributions. The Member shall not be required to make any additional capital contributions. 2.6 No Interest on Capital Contributions. No interest shall be paid on capital contributions. ARTICLE 3 MANAGEMENT, MEMBERS AND AMENDMENTS 3.1 Management. The Company shall be managed by the Member. OPERATING AGREEMENT,Page 2 3.2 Member Meetings. Unless and until the Company has more than one (1) Member, Member meetings shall not be required. 3.3 Amendment. The Member may amend or repeal the provisions of this Agreement in writing. This Agreement may not be amended or repealed by oral action. ARTICLE 4 ACCOUNTING AND RECORDS 4.1 Books of Account. The Company's books and records and this Agreement shall be maintained by the Member. The Member shall keep, or cause to be kept, books and records of the operation of the Company which are appropriate and adequate for the Company's business and for the carrying out of this Agreement. 4.2 Fiscal Year. The fiscal year of the Company shall be the calendar year. ARTICLE 5 PROFITS,LOSSES AND DISTRIBUTIONS 5.1 Profits and Losses. Profits and losses of the Company shall be allocated one hundred percent (100%) to the Member. 5.2 Distributions. The Company shall make distributions to the Member at such time and in such amounts as the Member shall determine. ARTICLE 6 ADDITIONAL MEMBERS 6.1 Admission of New Members. Persons may be admitted as additional members or as assignees upon the consent of the existing Member; provided, however, a person shall not become a Member unless and until such person agrees to be bound by this Agreement and to satisfy any other reasonable requirements of the existing Member. Notwithstanding the foregoing, in the event of the death of a Member, the Member's estate, by and through the legal representative of the estate, shall have all of the rights of the Member under the Act and this Agreement. 6.2 Rights of Unadmitted Assignees. A person who acquires a Membership interest but who is not admitted as a Member pursuant to Section 6.1 ("Assignee") shall be entitled only to the economic rights with respect to such transferred Membership interest in accordance with this Agreement, and shall have no right to vote on any matters as a Member, shall have no right OPERATING AGREEMENT,Page 3 to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement. ARTICLE 7 DISSOLUTION 7.1 Events of Dissolution. Except as otherwise provided in this Agreement, the Company shall dissolve upon the earlier of. (a) the withdrawal or bankruptcy of the Member; or (b)vote of dissolution by the Member. 7.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the affairs of the Company shall be wound up. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds applied as follows: 1. First, to the payment and discharge of all of the Company's debts and liabilities to creditors other than the Member; 2. Second, to the payment and discharge of all of the Company's debts and liabilities to the Member; 3. The balance, if any,to the Member. With approval of the Member, the Company may, in the process of winding up, elect to distribute property in kind. ARTICLE 8 INDEMNIFICATION The Company shall indemnify the Member to the fullest extent permissible under applicable law, against all liability, loss and costs (including, without limitation, attorney fees through all levels of appeal) incurred or suffered by the Member by reason of or arising from the fact that such person is or was a Member of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, benefit plan, or other enterprise. The Company may, by action of the Member, provide indemnification to employees and agents of the Company. The indemnification provided in this section shall not be exclusive of any other rights to which any person may be entitled under any statute, bylaw, agreement, resolution or contract, or otherwise. OPERATING AGREEMENT,Page 4 ARTICLE 9 MISCELLANEOUS 9.1 Headings. Headings in this Agreement are for convenience only and shall not affect its meaning. 9.2 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. 9.3 Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the Member and shall create no rights or obligations enforceable by any third party, including creditors of the Company, except as otherwise provided by applicable law. 9.4 CompM Not Separate Entity for Tax Purposes. The Member has formed the limited liability company under the Act and expressly intends to have the limited liability company disregarded as a separate entity for purposes of federal and state income taxation. To the extent that such treatment is not obtained due to any provision in this Agreement, this Agreement shall be retroactively amended to the smallest degree necessary to provide for and allow such treatment. The Member hereby consents to any and all such amendments. 9.5 Binding Effect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Member and his heirs, legatees, legal representatives, successors,transferees, and assigns. 9.6 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning. 9.7 Time. Time is of the essence with respect to this Agreement. 9.8 Governing Law. The laws of the State of Idaho shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Member. 9.9 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 9.10 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. OPERATING AGREEMENT,Page 5 9.11 Attorney Fees. In the event any action is instituted to enforce or determine the parties' rights or duties arising out of the terms of this Agreement, the prevailing party shall recover reasonable attorney fees and costs incurred through all levels of any such action. ADOPTED effective as of the date first set forth above, by the undersigned, constituting the sole Member of the Company. EPIC DEVELOPMENT COMPANY, LLC, an Idaho limited liability company By: Epic Enterprises, Inc., an Idaho corporation By: Its: 0400 I OPERATING AGREEMENT,Page 6 OPERATING AGREEMENT OF EPIC DEVELOPMENT COMPANY LLC An Idaho Single-Member Limited Liability Company Dated Effective February 15, 2022 OPERATING AGREEMENT OF EPIC DEVELOPMENT COMPANY LLC This Operating Agreement ("Agreement") of Epic Development Company LLC, an Idaho limited liability company organized pursuant to the Idaho Uniform Limited Liability Company Act ("Act"), is entered into and shall be effective as of February 15, 2022 by,between and among the Company and the undersigned executing this Agreement as "Member." ARTICLE I DEFINITIONS 1.1 Name. The name of the limited liability company is Epic Development Company LLC ("Company"). 1.2 Certificate of Organization. The Certificate of Organization for the Company was filed with the Idaho Secretary of State on February 15, 2022 (as may be amended from time to time, collectively "Articles"). 1.3 Member. "Member" means Epic Enterprises, Inc., an Idaho corporation, as the initial member of the Company and includes any Person admitted as an additional member of the Company pursuant to the provisions of this Agreement; provided, however, the term "Member" shall not include an Assignee. 1.4 Person. "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal entity. 1.5 Principal Place of Business. The principal place of business shall be 1831 E. Overland Road, Meridian, Idaho 83642, or such other location or locations as the Member may establish from time to time. 1.6 Registered Office and Registered Agent. The Company's initial registered office shall be at 1831 E. Overland Road, Meridian, Idaho 83642, and the name of its initial registered agent at such address shall be Rich Jarvis. The Member may change the registered office and registered agent from time to time. 1.7 Business Purpose. The Company may engage in any lawful business permitted by the Act or the laws of the State of Idaho. 1.8 Agreement. The Member executing this Agreement hereby agrees to the terms and conditions of the Agreement, as it may from time to time be amended according to its terms. To the extent any provision of the Agreement is prohibited or ineffective under the Act, the OPERATING AGREEMENT,Page I Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under such Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of the Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. ARTICLE 2 MEMBER, CONTRIBUTIONS,AND INTERESTS 2.1 Name and Address. The sole Member of the Company is Epic Enterprises, Inc. whose address is 1831 E. Overland Road, Meridian, Idaho 83642. The Member is the sole Member and holds one hundred percent (100%) of the Membership interests. 2.2 Single-Member LLC Status, Disregarded Entity for Tax Purposes. The Company was formed with the express intent that it be considered a single-member limited liability company while owned solely by Epic Enterprises, Inc. As provided in Section 9.4 of the Agreement, the Company shall be considered a disregarded entity for federal tax purposes so long as there are no additional members. The Company shall not be treated as a corporation under Internal Revenue Code Section 310.7701-2. 2.3 Limitation of Liability. The Member's liability shall be limited to the maximum extent permitted by applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs shall not be grounds for imposing personal liability on the Member for liabilities of the Company. 2.4 Other Business of Member. The Member may engage independently or with others in other business and investment ventures of every nature and description even if it conflicts with the business of the Company and shall have no obligation to account to the Company for such business or investments or for business or investment opportunities. Without limiting the foregoing provisions of this Section 2.3, the Member may collect revenues and pay expenses on behalf of the Company so long as all such activities performed by the Member on behalf of the Company are separately accounted for and are attributed to the Company. 2.5 No Additional Contributions. The Member shall not be required to make any additional capital contributions. 2.6 No Interest on Capital Contributions. No interest shall be paid on capital contributions. ARTICLE 3 MANAGEMENT, MEMBERS AND AMENDMENTS 3.1 Management. The Company shall be managed by the Member. OPERATING AGREEMENT, Page 2 3.2 Member Meetings. Unless and until the Company has more than one (1) Member, Member meetings shall not be required. 3.3 Amendment. The Member may amend or repeal the provisions of this Agreement in writing. This Agreement may not be amended or repealed by oral action. ARTICLE 4 ACCOUNTING AND RECORDS 4.1 Books of Account. The Company's books and records and this Agreement shall be maintained by the Member. The Member shall keep, or cause to be kept, books and records of the operation of the Company which are appropriate and adequate for the Company's business and for the carrying out of this Agreement. 4.2 Fiscal Year. The fiscal year of the Company shall be the calendar year. ARTICLE 5 PROFITS,LOSSES AND DISTRIBUTIONS 5.1 Profits and Losses. Profits and losses of the Company shall be allocated one hundred percent(100%)to the Member. 5.2 Distributions. The Company shall make distributions to the Member at such time and in such amounts as the Member shall determine. ARTICLE 6 ADDITIONAL MEMBERS 6.1 Admission of New Members. Persons may be admitted as additional members or as assignees upon the consent of the existing Member; provided, however, a person shall not become a Member unless and until such person agrees to be bound by this Agreement and to satisfy any other reasonable requirements of the existing Member. Notwithstanding the foregoing, in the event of the death of a Member, the Member's estate, by and through the legal representative of the estate, shall have all of the rights of the Member under the Act and this Agreement. 6.2 Rights of Unadmitted Assignees. A person who acquires a Membership interest but who is not admitted as a Member pursuant to Section 6.1 ("Assignee") shall be entitled only to the economic rights with respect to such transferred Membership interest in accordance with this Agreement, and shall have no right to vote on any matters as a Member, shall have no right OPERATING AGREEMENT,Page 3 to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement. ARTICLE 7 DISSOLUTION 7.1 Events of Dissolution. Except as otherwise provided in this Agreement, the Company shall dissolve upon the earlier of: (a) the withdrawal or bankruptcy of the Member; or (b)vote of dissolution by the Member. 7.2 Liquidation Upon Dissolution and Winding Up. Upon the dissolution of the Company, the affairs of the Company shall be wound up. A full account of the assets and liabilities of the Company shall be taken. The assets shall be promptly liquidated and the proceeds applied as follows: 1. First, to the payment and discharge of all of the Company's debts and liabilities to creditors other than the Member; 2. Second, to the payment and discharge of all of the Company's debts and liabilities to the Member; 3. The balance, if any, to the Member. With approval of the Member, the Company may, in the process of winding up, elect to distribute property in kind. ARTICLE 8 INDEMNIFICATION The Company shall indemnify the Member to the fullest extent permissible under applicable law, against all liability, loss and costs (including, without limitation, attorney fees through all levels of appeal) incurred or suffered by the Member by reason of or arising from the fact that such person is or was a Member of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, partner, trustee, employee, or agent of another foreign or domestic limited liability company, corporation, partnership, joint venture, trust, benefit plan, or other enterprise. The Company may, by action of the Member, provide indemnification to employees and agents of the Company. The indemnification provided in this section shall not be exclusive of any other rights to which any person may be entitled under any statute, bylaw, agreement, resolution or contract, or otherwise. OPERATING AGREEMENT,Page 4 ARTICLE 9 MISCELLANEOUS 9.1 Headings. Headings in this Agreement are for convenience only and shall not affect its meaning. 9.2 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions. 9.3 Third-Party Beneficiaries. The provisions of this Agreement are intended solely for the benefit of the Member and shall create no rights or obligations enforceable by any third party, including creditors of the Company, except as otherwise provided by applicable law. 9.4 Company Not Separate Entity for Tax Purposes. The Member has formed the limited liability company under the Act and expressly intends to have the limited liability company disregarded as a separate entity for purposes of federal and state income taxation. To the extent that such treatment is not obtained due to any provision in this Agreement, this Agreement shall be retroactively amended to the smallest degree necessary to provide for and allow such treatment. The Member hereby consents to any and all such amendments. 9.5 BindingEffect.ffect. Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Member and his heirs, legatees, legal representatives, successors, transferees, and assigns. 9.6 Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning. 9.7 Time. Time is of the essence with respect to this Agreement. 9.8 Governiniz Law. The laws of the State of Idaho shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Member. 9.9 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 9.10 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. OPERATING AGREEMENT,Page 5 9.11 Attorney Fees. In the event any action is instituted to enforce or determine the parties' rights or duties arising out of the terms of this Agreement, the prevailing party shall recover reasonable attorney fees and costs incurred through all levels of any such action. ADOPTED effective as of the date first set forth above, by the undersigned, constituting the sole Member of the Company. MEMBER: Epic Enterprises, Inc., an Idaho corporation By: /A Its: 5ecv`�& OPERATING AGREEMENT,Page 6 bd CD M W 0004611494 W p.[SEA t STATE OF IDAHO W Office of the secretary of state, Lawerence Denney For Office Use Only W y 4 C ARTICLES OF INCORPORATION (GENERAL BUSINESS -FILED- *� CORPORATION) CD rr tiq Idaho Secretary of State File#:0004611494 N �rE o4 PO Box 83720 \ Boise, ID 83720-0080 Date Filed:2/14/2022 4:24:35 PM (208)334-2301 A Filing Fee:$100.00 \ N CD N Articles of Incorporation(General Business Corporation) N Select one: Standard, Expedited or Same Day Service(see Same Day Service(+$100;filing fee$200) descriptions below) Article 1:Corporation Name N Cn Type of Corporation General Business Corporation Entity name Epic Enterprises, Inc. Business Type: If this corporation is a Benefit Corporation, Insurance Company or Trust,select here: (D 0 Article 2:Effective Date N P- The corporation shall be effective when filed with the Secretary of State. (D Article 3:Shares The number of shares the corporation is authorized to issue: 100 Article 4:The mailing address of the corporation shall be: Mailing Address: 1831 E OVERLAND RD MERIDIAN, ID 83642 H CJ Article 5:Registered Agent Name and Address Registered Agent: Registered Agent Rich Jarvis (D 0 Physical Address: 1-i 1831 E.OVERLAND ROAD (p MERIDIAN, ID 83642 �t Mailing Address: QJ 1831 E OVERLAND RD ri MERIDIAN, ID 83642 'C ® I affirm that the registered agent appointed has consented to serve as registered agent for this entity. O Article 6:Incorporator Name(s)and Address(es) Un Name Incorporator Address ( Rich Jarvis 1831 E OVERLAND RD rt MERIDIAN, ID 83642 (D L� Article 7:Director Names and Addresses Name Title Director Address (D I-1 Charles Mathews Director 1831 E OVERLAND RD (D MERIDIAN, ID 83642 C� Truman Mathews Director 1831 E OVERLAND RD (D MERIDIAN, ID 83642 C:) William Mathews Director 1831 E OVERLAND RD (D MERIDIAN, ID 83642 Tyson Barker Director 1831 E OVERLAND RD (D MERIDIAN, ID 83642 '< Rich Jarvis Director 1831 E OVERLAND RD MERIDIAN, ID 83642 Page 1 of 2 w 0 M w w I Jarron Langston Director 1831 E OVERLAND RD N MERIDIAN, ID 83642 w w CTn The Articles of Incorporation must be signed by at least one Incorporator. CD N Rich Jarvis 0 21-1 412 0 2 2 Sign Here Date `p \ N O N N �-P N Cn rb (D n (D IJ- C (D H d w (D (D (fi Q1 O w (t w (t (D L� (D ri (D C� (D C� (D (D k< Page 2 of 2 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 CORPORATE BYLAWS OF EPIC ENTERPRISES,INC. (AN IDAHO CORPORATION) ARTICLE 1- CORPORATE AUTHORITY Section 1.1. Incorporation. Epic Enterprises, Inc., (the "Corporation") is a duly organized corporation authorized to do business in the State of Idaho by the filing of Articles of Incorporation on February 14, 2022. Section 1.2. State law. The Corporation is organized under Title 30,Corporations, of the Idaho State Statutes and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation. ARTICLE 2- OFFICES Section 2.1. Registered Office and Registered Agent. The registered office of the Corporation in the State of Idaho shall be 1831 E. Overland Road, Meridian, Idaho 83642. The registered agent of the Corporation shall be Rich Jarvis. Section 2.2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Idaho, as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE 3-MEETINGS OF SHAREHOLDERS Section 3.1. Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation or at such place as may be determined from time to time by the Board of Directors of the Corporation. Section 3.2. Annual Meetings. Each year, the Corporation shall hold an annual meeting of shareholders on such date and at such time as shall be determined from time to time by the Board of Directors,at which meeting shareholders shall elect a Board of Directors and transact any other business as may properly be brought before the meeting. Section 3.3. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, may be called at any time by the President of the Corporation, or the Board of Directors, or shareholders holding at least twenty percent (20%) of the issued and outstanding voting stock of the Corporation. Business transacted at any special meeting shall be confined to the purpose or purposes set forth in the notice of the special meeting. Section 3.4. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be provided to each shareholder of record entitled to a vote or entitled to notice of the meeting, which shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting. Section 3.5. Quorum at Meetings. Shareholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by law, a majority of the outstanding shares of the Corporation entitled to vote, represented in BYLAWS—Epic Enterprises, Inc. - 1 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 person or by proxy, shall constitute a quorum at a meeting of shareholders. Once a share is represented for an purpose at a meeting (other than solely to object to the holding of the meeting), it is deemed present for quorum purposes for the remainder of the meeting and the shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient shareholders to leave less than a quorum. The holders of a majority of the outstanding shares represented at a meeting, whether or not a quorum is present, may adjourn the meeting from time to time. Section 3.6. Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to vote for him or her by proxy, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. Except as otherwise provided herein or by law, every proxy is revocable at the pleasure of the shareholder executing it by communicating such revocation, in writing,to the Secretary of the Corporation. Section 3.7. Voting at Meetings. If a quorum exists, action on a matter(other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election (provided a quorum exists). Unless otherwise provided by law or in the Corporation's Articles of Incorporation, and subject to other provisions of these Bylaws, each shareholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation's capital stock that has voting power and that is held by such shareholder. Voting need not be by written ballot. Section 3.8. List of Shareholders. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before any meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged alphabetically, and showing the address of each shareholder and the number of shares held by each shareholder. The list shall be open to the examination of any shareholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days before the meeting, either at a place in the city where the meeting is to be held, which place must be specified in the notice of the meeting, or at the place where the meeting is to be held. The list shall also be produced and kept available at the time and place of the meeting, for the entire duration of the meeting, and may be inspected by any shareholder present at the meeting. Section 3.9. Consent in Lieu of Meetings. Any action required to be taken or which may be taken at any meeting of shareholders,whether annual or special,may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents, describing the action taken, signed and dated by the shareholders entitled to take action without a meeting, and delivered to the Corporation at its registered office or to the officer having charge of the Corporation's minute book. BYLAWS—Epic Enterprises, Inc. -2 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 No consent shall be effective to take the corporate action referred to in the consent unless the number of consents required to take action are delivered to the Corporation or to the officer having charge of its minute book within sixty days of the delivery of the earliest-dated consent. Prompt notice of the taking of the corporate action without a meeting by less than unanimous vote shall be given to those shareholders who have not consented in writing. Section 3.10. Conference Call. One or more shareholders may participate in a meeting of shareholders by means of conference telephone, videoconferencing, or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in this manner shall constitute presence in person at such meeting. Section 3.11. Annual Statement. The President and the Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. ARTICLE 4 -DIRECTORS Section 4.1. Powers of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of Incorporation for the corporation Section 4.2. Number, Qualification and Election. The number of directors shall be set at Six (6). Each director shall be at least 18 years of age. The directors need not be residents of the state of incorporation. The directors shall be elected by the shareholders at the annual meeting of shareholders by the vote of shareholders holding of record in the aggregate at least a plurality of the shares of stock of the Corporation present in person or by proxy and entitled to vote at the annual meeting of shareholders.Each director shall be elected for a term of 3 year(s), and until his or her successor shall be elected and shall qualify or until his or her earlier resignation or removal. The initial directors of the Corporation are as follows: Charles Mathews Truman Mathews William Mathews Tyson Barker Rich Jarvis Jarron Langston Section 4.3. Nomination of Directors. The Board of Directors shall nominate candidates to stand for election as directors; and other candidates may also be nominated by any shareholder of the Corporation, provided such nomination is submitted in writing to the Corporation's Secretary no later than 30 days prior to the meeting of shareholders at which such directors are to be elected, together with the identity of the nominator and the number of shares of the stock of the Corporation owned by the nominator. Section 4.4. Vacancies. Except as otherwise provided by law, any vacancy in the Board of Directors occurring by reason of an increase in the authorized number of directors BYLAWS—Epic Enterprises, Inc. -3 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 or by reason of the death, withdrawal, removal, disqualification, inability to act, or resignation of a director shall be filled by the majority of directors then in office. The successor shall serve the unexpired portion of the term of his or her predecessor.Any director may resign at any time by giving written notice to the Board or the Secretary. Section 4.5. Meetings. (a) Regular Meetings. Regular meetings of the Board of Directors shall be held at least once per year without notice and at such time and place as determined by the Board. (b) Special Meetings. Special meetings of the Board may be called by the President on two days' notice to each director, either personally or by telephone, express delivery service, email,or facsimile transmission, and on four days' notice by mail(effective upon deposit of such notice in the mail). The notice need not specify the purpose of a special meeting. Section 4.6. Quorum and Voting at Meetings. A majority of the total number of authorized directors shall constitute a quorum for transaction of business. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as provided by law, the Articles of Incorporation, or these Bylaws. Each director present shall have one vote, irrespective of the number of shares of stock, if any, he or she may hold. Section 4.7. Committees of Directors. The Board of Directors,by resolution,may create one or more committees, each consisting of one or more Directors. Each such committee shall serve at the pleasure of the Board.All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members. Section 4.8. Consent in Lieu of Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting of all members of the Board or committee, as the case may be, consent thereto in writing, such writing or writings to be filed with the minutes or proceedings of the Board or committee. Section 4.9. Conference Call. One or more directors may participate in meetings of the Board or a committee of the Board by any communication,including videoconference, by means of which all participating directors can simultaneously hear each other during the meeting. Participation in this manner shall constitute presence in person at such meeting. Section 4.10. Compensation. The Board of Directors shall have the authority to fix the compensation of Directors. A fixed sum and expenses of attendance may be allowed for attendance at each regular or special meeting of the Board. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 4.11. Removal of Directors. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. BYLAWS—Epic Enterprises, Inc. -4 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 ARTICLE 5 - OFFICERS Section 5.1. Positions. The officers of the Corporation shall be a President/Chief Executive Officer, Chief Operating Officer, Chief Financial Officer/ Secretary, President of Development, President of Construction, President of Capital / Treasurer, and such other officers as the Board may from time to time appoint. Each such officer shall exercise such powers and perform such duties as shall be set forth herein and such other powers and duties as may be specified from time to time by the Board of Directors. The officers of the Corporation shall be elected by the Board of Directors. The President / Chief Executive Officer may execute bonds, mortgages, and other documents under the seal of the Corporation, except where required or permitted by law to be otherwise executed and except where execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. Pursuant to Idaho Code Section 30-29-840, the same individual may simultaneously hold more than one office of the Corporation. Section 5.2. President/Chief Executive Officer. The President/Chief Executive Officer shall have overall responsibility and authority for management of the Corporation, shall preside at all meetings of the Board of Directors and shareholders, and shall ensure that all orders and resolutions of the Board of Directors and shareholders are implemented. Until removal, resignation or replacement, the initial President/ Chief Executive Officer shall be Charles Mathews. Section 5.3. Chief Operating Officer. The Chief Operating Officer shall be the primary operating officer of the Corporation and shall have full responsibility and authority for management of the day-to-day operations of the Corporation. Until removal, resignation or replacement, the initial Chief Operating Officer shall be Truman Mathews. Section 5.4. Chief Financial Officer / Secretary. The Chief Financial Officer / Secretary shall serve as the senior executive responsible for managing the financial actions of the Corporation, including without limitation (and in cooperation with the President of Capital / Treasurer) tracking cash flow and financial planning as well as analyzing the company's financial strengths and weaknesses and proposing corrective actions. The Chief Financial Officer/ Secretary shall attend all meetings of the Board and all meetings of the shareholders and shall act as clerk thereof and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all committees of the Board of Directors when required. The Chief Financial Officer/ Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President / Chief Executive Officer, and under whose supervision the Secretary / Chief Financial Officer shall be. The Secretary / Chief Financial Officer shall maintain the records, minutes, and seal of the Corporation and may attest any instruments signed by any other officer of the Corporation. Until removal, resignation or replacement, the initial Chief Financial Officer / Secretary shall be William Mathews. President of Development. The President of Development shall have responsibility and authority for management of real estate development activities through managing the day-to- BYLAWS—Epic Enterprises, Inc. -5 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 day operations of the Corporation's subsidiary, Epic Development LLC. Until removal, resignation or replacement, the initial President of Development shall be Jarron Langston. Section 5.5. President of Construction. The President of Construction shall have responsibility and authority for management of construction activities through managing the day-to-day operations of the Corporation's subsidiary, Epic Construction LLC. Until removal, resignation or replacement, the initial President of Construction shall be Tyson Barker. Section 5.6. President of Capital/Treasurer. The President of Capital/ Treasurer shall have responsibility and authority for management of securities and investment activities through managing the day-to-day operations of the Corporation's subsidiary, Epic Capital LLC. The President of Capital/Treasurer shall have responsibility for the custody of the corporate funds and securities, shall keep full and accurate records and accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account in the name of the Corporation. In cooperation with the Chief Financial Officer/ Secretary, the President of Capital/Treasurer shall provide to the President/Chief Executive Officer and directors, at the regular meetings of the Board, or whenever requested by the Board, an account of all financial transactions and of the financial condition of the Corporation. Until removal, resignation or replacement, the initial President of Capital/Treasurer shall be Rich Jarvis. Section 5.7. Term of Office. The officers of the Corporation shall hold office until their successors are chosen and have qualified or until their earlier resignation or removal. Any officer or agent elected or appointed by the Board may be removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office as a result of death,resignation,removal, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the Board of Directors. Section 5.8. Compensation. The compensation of officers of the Corporation shall be fixed by the Board of Directors. ARTICLE 6 - CAPITAL STOCK Section 6.1. Stock Certificates. The shares of the Corporation may be certificated or uncertificated, as provided under Idaho law, and shall be entered in the books of the Corporation and recorded as they are issued. Within a reasonable time after the issuance or transfer of uncertificated stock and upon the request of a stockholder, the Corporation shall send to the record owner thereof a written notice that shall set forth the name of the Corporation, that the Corporation is organized under the laws of Idaho, the name of the stockholder,the number and class(and the designation of the series,if any)of the shares, and any restrictions on the transfer or registration of such shares of stock imposed by the Corporation's articles of incorporation, these bylaws, any agreement among stockholders or any agreement between stockholders and the Corporation. The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Section 6.2. Lost Certificates. The Corporation may issue a new certificate of stock in place of any certificate theretofore issued and alleged to have been lost, stolen, or BYLAWS—Epic Enterprises, Inc. -6 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his or her legal representative, to make an affidavit of that fact, and the Corporation may require indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate. Section 6.3. Transfers. Transfers of shares shall be made on the books of the Corporation upon surrender and cancellation of the certificates therefore (if any), endorsed by the person named in the certificate or by his or her legal representative. No transfer shall be made which is inconsistent with any provision of law,the Articles of Incorporation for the Corporation, or these Bylaws. Section 6.4. Record Date. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or to take action without a meeting, or to receive payment of any dividend or other distribution, or to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date,which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not be less than ten nor more than fifty days before the meeting or action requiring a determination of shareholders. If no record date is fixed by the Board of Directors: (a) for determining shareholders entitled to notice of or to vote at a meeting, the record date shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or other action taken; (b) For determining shareholders entitled to consent to corporate action without a meeting, the record date shall be the day on which the first written consent is delivered to the Corporation in accordance with these Bylaws; and (c) For determining shareholders for any other purpose, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. ARTICLE 7-DIVIDENDS Section 7.1. Dividends. The Board of Directors may declare and pay dividends upon the outstanding shares of the Corporation, from time to time and to such extent as the Board deems advisable, in the manner and upon the terms and conditions provided by law and the Articles of Incorporation of the Corporation. Section 7.2. Reserves. The Board of Directors may set apart, out of the funds of the Corporation available for dividends, said sum as the directors, from time to time, in their absolute discretion, think proper as a reserve fund for any proper purpose. The Board of Directors may abolish any such reserve in the manner it was created. ARTICLE 8—GENERAL PROVISIONS Section 8.1. Insurance and Indemnity. The Corporation may purchase and maintain insurance in a reasonable amount on behalf of any person who is or was a director, officer, agent, or employee of the Corporation against liability asserted against or incurred BYLAWS—Epic Enterprises, Inc. -7 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 by such person in such capacity or arising from such person's status as such. Subject to applicable statute, any person made or threatened to be made a party to any action, suit, or proceeding, by reason of the fact that he or she, his or her testator or intestate representative, is or was a director, officer, agent, or employee of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him or her in connection with such an action, suit, or proceeding. Notwithstanding the foregoing, no indemnification shall be made by the Corporation of judgment or other final determination establishes that the potential indemnitee's acts were committed in bad faith or were the result of active or deliberate fraud or dishonesty or clear and gross negligence. Section 8.2. Corporate Records. Any shareholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation's stock ledger, a list of its shareholders, and its other books and records, and to make copies or extracts therefrom.A proper purpose shall mean a purpose reasonably related to such person's interest as a shareholder. In every instance in which an attorney or other agent shall be the person seeking the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing authorizing the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the Corporation at its registered office or its principal place of business. Section 8.3. Fiscal Year. The fiscal year of the Corporation shall be the calendar year. Section 8.4. Seal.The corporate seal shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise reproduced. Section 8.5. Execution of Instruments. All contracts, checks, drafts, or demands for money and notes and other instruments or rights of any nature of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate. Section 8.6. Notice. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the United States mail, or by email, or facsimile,charges prepaid,to his or her address appearing in the books of the Corporation, or supplied by him or her to the Corporation for the purpose of notice. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. If the notice is sent by facsimile, it shall be deemed to have been given at the date and time shown on a written confirmation of the transmission of such facsimile communication. If such notice is related to a meeting,the notice shall specify the place, day, and hour of the meeting, and, in the case of a special meeting of shareholders,the purpose of and general nature of the business to be transacted at such special meeting. Section 8.7. Waiver of Notice. Whenever any written notice is required by law, or by the Articles of Incorporation or by these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special BYLAWS—Epic Enterprises, Inc. - 8 DocuSign Envelope ID:C224E8D9-EB6C-4904-A56F-260292C4C9C1 meeting of shareholders, neither the business to be conducted at nor the purpose of the meeting need be specified in the waiver of notice of the meeting. Attendance of a person either in person or by proxy, at any meeting, shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully convened or called. Section 8.8. Amendments. The Board of Directors shall have the power to make, adopt, alter, amend, and repeal from time to time the Bylaws of the Corporation except that the adoption, amendment, or repeal of any Bylaw regulating the election of directors shall be subject to the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose. The foregoing Bylaws are hereby adopted by the Board of Directors effective as of February 14, 2022. BOARD OF DIRECTORS: DocuSigned y: M.Aws Char es at ews DocuSigned by: fig— M.At,ws Truman Vat e w s DocuSigned by: 51a* A'LA,tws i MMMews 5�'Sbl& cuSigned by: N&W ys�8 ���Sr FDocuSigned by: K'�' ,�"-s 1c116J�I"V 1�415... DocuSigned by: arTWUAIitston Attest: PRESIDENT/CHIEF EXECUTIVE OFFICER: DocuSigned by: GIA,au�l.�,s l�t.a�,c,ws MMews Attest: CHIEF FINANCIAL OFFICER/SECRETARY: FWSigned by: m 6 t,ws iffffi*Mthews BYLAWS—Epic Enterprises, Inc. -9