|
Nominations
Upon motion made by James Kantorowicz and seconded by Larry Garde, Larry
Matthews was nominated to serve another term.
Upon motion made by Jim Stanley and seconded by Dick Wiese, Larry Garde was
nominated to serve another term.
Upon motion made by Dick Wiese and seconded by James Kantorowicz, Ed Palmer
was nominated to serve another term.
Close Of Nominations
There being no other nominations, the Chairman asked for a motion to close the
nominations. "Motion to close nominations for the board of directors" was made by
Mark Stipakov and seconded by Dennis Chuba. There was no discussion and the
motion was unanimously approved.
Adoption Of Candidate Slate
The chairman then offered to entertain a motion to "adopt the slate of board of
director candidates as presented."James Kantorowicz made the motion. Geoff
Burton seconded it. There was no discussion and the motion was unanimously
approved. Larry Matthews, Larry Garde and Ed Palmer were reelected to serve as
directors. The Chairman declared that the above named persons were duly elected
directors to hold office for the ensuing year of 1998-1999.
Modification Of Article 8.1
The next order of new business was to update Article 8.1 of the Articles of
Incorporation. This was required by the state of California as a condition of the
company's public offering effectiveness. The change removed the super majority
vote requirement to alter "Articles" and changed it to a simple majority vote. The
motion to adopt the change was made by Larry Matthews and seconded by Larry
Garde. There was some discussion concerning the interpretation of the change.
Would this be interpreted as a majority of all shares outstanding? Or, as a majority
of a simple quorum (intended purpose). All votes were in favor except one
dissenting proxy of 125,000 shares against it. The motion was carried and the change
to Article 8.1 of the Articles of Incorporation was adopted.
Modification of By-Law 2.7
The next order of new business was to update By-Law Article 2.7. This change was
necessitated for the same reason as above. Again, the change removed references to
super-majority voting and adopted simple majority vote for all questions at a
stockholders' meeting. Dennis Chuba made the motion to adopt. Larry Garde
seconded the motion. There was no discussion. All votes were in favor except one
dissenting proxy of 125,000 shares against it. The motion was carried and the change
to By-Law 2.7 was adopted.
|
1
2
3
4
5
6
7
