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Modification of By-Law 9.1
The next order of new business was to update By-Law Article 9.1. Again, this change
was necessitated for the same reason as the prior two changes listed above. The
change removed references to super-majority voting to alter "By-Laws" and adopted
a simple majority vote for all changes initiated by stockholders. Harlan Jacobs made
the motion to adopt. Geoff Burton 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 9.1 was adopted.
The text of the exact language of the above changes, both old and new, are contained
in the attached meeting slides. California was advised on March 13, 1998 that our
interpretation of the changes is that: "A simply majority of a quorum(34% of shares
outstanding) can now make changes to either SolarAttic's Articles or By-Laws."The
California Department of Corporations did not contest the company's interpretation.
Therefore, the Company now believes that it has effected the desired changes.
Management Presentation Starts
There being no further new business, the chairman proceeded into the company's
management presentation which began at approximately 7:40 p.m. and lasted until
approximately 9:12 p.m. Ed Palmer, the company's chairman and also the
company's president and CEO made the management presentation. Jim Stanley, VP
of Marketing & Sales also spoke and addressed sales issues.
Management Presentation
The management presentation highlighted five key areas: 1) 1997 In Review; 2) 1998
Plans & Goals; 3) Direct Public Stock Offering; 4) Sales Issues; and, 5) Q & A.
The chairman started the presentation by reflecting on the "18-24 Month Strategic
Plan" as presented first at the 1996 annual meeting. The chairman noted that the
majority of the strategic plan has been addressed. The next slide presented was the
$100 Million Goal 2008. The chairman noted that, based upon market sizes, that
these appeared as reasonable goals. It was also noted that though this was a clear
mental picture of where the company's technology can go -- that the detailed and
specific financial modeling to get there had not been created. It was noted that the
company's current financial model focused primarily on the swimming pool heater
market up to about $20 Million in annual sales.
The next slide dealt with filing the public offering inside of Minnesota. The
Company did file its dpo on March 30th in Minnesota and is now undergoing the
regulatory comments phase. The outcome in Minnesota is uncertain at this time.
The next slide dealt with major accomplishments. On top were the establishment of
some distribution for pool heaters. Gainesville, Phoenix and Orlando were cities in
which the company set up distributors. The next accomplishment was the duct
technology patent and some system sales. The next was the dpo filing in 14 states.
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