In accordance with the North Carolina Nonprofit Corporation Act (NCGS Chapter 55A), this announcement certifies that the following items were legally reviewed, and approved by vote at the Special Meeting of the Initial Board of Directors held on August 8, 2026.
 

I. RECITALS AND BACKGROUND

1. Organization and Authority: The Association is a non-profit corporation organized under the North Carolina Nonprofit Corporation Act (NCGS Chapter 55A). Its supreme governing authority is derived from its Articles of Incorporation on file with the North Carolina Secretary of State.

2. Composition of the Initial Board: Pursuant to the Articles of Incorporation, the initial Board of Directors registered with the State consists solely of three (3) individuals: Xin Liu (Initial Director), Guangyong Mao (Initial Director), and Zhao Cheng (Initial Director).

3. Statutory Requirement of Written Consent: Pursuant to NCGS § 55A-8-21 (Action Without Meeting), any official appointment or alteration of Directors and corporate Officers (e.g., Chairman of the board, President) requires unanimous written consent signed by all Directors, or formal written minutes of a duly convened Board meeting properly recorded in the corporate records. Since its inception, the Association has maintained no formal written corporate minutes or board resolution records. The initial Board of Directors has never formed, executed, or approved any written consents or minutes appointing new Directors, Chairman of the board, nor has it formally approved any bylaws.

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II. OFFICIAL ANNOUNCEMENT:

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1. Sole Legitimate Board of Directors: From the date of incorporation to the date of this announcement, the sole and exclusive Board of Directors legally existing and recognized by the Association consists solely of the three (3) initial Directors named in the Articles of Incorporation.

2. Invalidity of Oral Statements and Informal Appointments: Pursuant to NCGS § 55A-8-21, any verbal statements, informal nominations, or titles (including "Director" or "Chairman of the board") referenced in past gatherings, WeChat communication groups, website, poster, or any public materials lack statutory written consents and Board signatures. Such titles are legally uncompleted nominations, void ab initio, and confer no corporate governance authority or voting rights whatsoever.​

3. Invalidity of Unauthorized Meetings and Actions: Any meetings held without proper call and notice by the lawful initial Board of Directors, or participated in by unauthorized individuals, and any votes taken therein regarding the removal of Directors/Officers, amendment of Bylaws, or alteration of governance structures, constitute ultra vires actions and are entirely null, void, and without legal effect.

4. Prohibition of Unauthorized Representation: Effective immediately, no individual or group, without express written authorization from the initial Board of Directors, shall hold themselves out as representing the Association, or use titles such as "Chairman of the board," "Director," "Officer," or "Agent" to issue public statements, organize events, send notices, sign any legal document, execute contracts or agreements, open or alter bank accounts, or collect sponsorships/prepayments on behalf of the Association.

5. Legal Liability for Ultra Vires Acts: Any individual who acts or purports to act on behalf of the Association without express written authority from the initial Board shall bear sole personal, civil, and criminal liability for all resulting legal outcomes and financial obligations. The Association explicitly disclaims any endorsement or liability for such unauthorized actions.

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南北卡亚裔匹克网球协会 （Carolina Asian Pickleball & Tennis Association)

2026/08/08