BEN'S ASPHALT, INC. - Laserfiche WebLink

Home Browse Search

UWe, the undersigned Director(s) pfSl{EFFiNGTON ENT PRISES, INC, ("Corporation"), a California corporation, liereby unanimously consent to waive notice of an annual meeting of dv, Board of Directors and consent to action by the Board of Directors by the consent of all of the Directors of the Corporation as follows: The Chairman of dae'Board called the meeting to order and indicated the annual', meeting of the Shar6olderswould immediatelyfollow the annual meeting oftheDirectors. Prior minutes and resolutions itdopted by the Shurcholders since die last inaetiug of the Shareholders were fid. It was: dtdy moved, seconded, slid carriod that the minutes and resolutions be approved as read'. Next tire Chai iiianpresciitedareliortabDut thoeventsrelatingtothe Corporation. Her indicated' that the nnatters stated below were signiricintlo the. Corporation and, after discussion of the merits of each of the matters,the Directors should vote whether to approve steps propesed to be taken, or, to approve steps that had been taken. The following resolutions were considered andpassed by to surimoas vote, WMEREkS, the Board of Directors concludes that it is tea the best interest of the Corporation IQ tsnnsact the within business without natica; and, WHEREAS, the Board ofDirectors have reviewed flip perfoasnance ray the off>eers of this Corporation of their duties an behalf of the Corporation in order to determ e whether drone officers should be elected to occupy during the "next fiscal year" of the Corporation dua saaneordifferent otiiceswhich such person orpersons .occupied during the "cuarent fiscal year" of the Corporation; and, WHEkE hS, tbo Bonrd of Directors of this Corporation have reviewed the actions of :the officers of this Corporation undertaken during the "current ureal year" of the Corporation for and on behalf of this Corporathro uneluding, without limitation, tall such actions as may have been takenwith respect to any borrowing of fonds by the Corporation, any loans which tray have been extended by the Corporation to its shareholders, officers or directors, and contracts and agreements which may have been entered into by the Corporation during the "current Fiscal year." activities of the employees undertaken for and ata behalf of The Corporation daring the "cartent fiscal year".including, withoyu limitation, the aniquat of time expended by such employees have anade to the profitability and productivity of this Corporation during such year, the ofher effects expended by such employees in promoting dna business of the Corporation during such year, and all other factors rolevant to de termiuing the value of such employees to rho Corporation and the annouanofcoanpensation to be paid to such employees for their productivethne, efforts and abilities expended for and on behalf of the Corporation during such your; and, WHERrftS, the Board of Directorsconetudos that it is in the best intorm of the Corporation and its officers and onaployees to adopt a resolution to avoid double taxation, Page t